ML17312B562

Southern California Public Power Authority 1995-96 Annual Rept. W/Financial Statements

ML17312B562
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Site:	Palo Verde
Issue date:	12/31/1996
From:	WATERS D W SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
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9707180220 9707i0 PDR'ADDCK 05000528 I PDR TABLE OF CONTENTS SCPPA by Definition Executive Director's Letter Prcsidcnt's Letter The Retail Revolution Operations and Financiais Palo Verde Nuclear Generating Station...

9 San Juan Gcncrating Station Mead-Phoenix/Mead-Adclanto Transmission Projects Hoover Uprating Project Southern Transmission System Legislative Advocacy Report of Independent Accountants Combined Balance Sheet l2 l2 l3 l3 l7 IS Combined Statement of Operations Combined Statement of Cash Flows l9 l9 Notes to Financial Statements Supplemental Financial Information 2I 3I Palo Verde Nuclear Generating Station...

32 Southern Transmission System Hoover Uprating Project Mead-Phoenix Transmission Project Mead-Adclanto Transmission Project Multiple Project San Juan Generating Station 36 40 43 47 5I 53 SCPPA BY DEFINITION The Southern California Public Power Authority (SCPPA)is a joint powers authority formed in 1980 to acquire reliable, cost-efficient electrical generation facilities and transmission systems for its members.The membership includes ten municipal utilities and one irrigation district that deliver electricity to nearly two million customers from northern Los Angeles County to the Mexican border.Backed by its members'fifnancial strength, SCPPA has issued$8.2 billion in bonds, notes and refunding bonds since its inception, of which$3.6 billion in principal remains outstanding.

With these proceeds the SCPPA members have jointly purchased or refinanced interests in generating and transmission facilities throughout the southwestern United States.SCPPA's primary role has been to secure financing for these projects, but in light of pending electric industry restructuring, SCPPA has increasingly helped its members become more competitive and provided legislative and regulatory advocacy at the state and federal.levels.This advocacy ensures that legislators and regulators will consider the needs of public power providers in this region as they propose sweeping changes in laws and regulations affecting the electric industry.Today's radically shifting economic and political climates pose major challenges for public power providers.

SCPPA's sound financial basis and cooperative approach to industry problem-solving will help its members weather the storm and deliver new benefits to their customers.

SCPPA MEMBERS City of Anaheim City of Azusa City of Banning City of Burbank City of Colton City of Glendale Imperial Irrigation District Los Angeles Department of Water And Power City of Pasadena City of Riverside City of Vernon NEVAOA-Q.>Ml INTTAM Aot cxAN Yt Sl STATI UTAH VSSII SOVI III AN sv Dc TTAhlklssloU

+c ID 7 ll TATSS~SANNAN IIN TT l>Ftnsintttk AIIIZONA NEW MEXICO TAIO YTADS ADttANTO, CONYTATIA MCADADIIANTO STATION rtoilctl I TANTO+MSSY AC I A S TATI(AN+co tn sa nt m IAMSIIAP t tes ttts 0~Ivrttsot+tl SS~~ANAAtlu IITSTIIINO rtottct IO svssTATIDN ININAI kANAIIOS~rtoktt~Southern Transmission System~Mead-Phoenix Transmission Project~Mead-Adelanto Transmission Project Q Palo Verde Nuclear Generating Station Q Hoover Uprating Project Q San juan Generating Station~Member Agencies EXECUTIVE DIRECTOR'S LETTER In last year's message I predicted that this fiscal year would be a watershed period for the nation's public utilities-and the events that unfolded proved my penchant for understatement.

Debate about electric utility restructuring and competition was highly visible on the U.S.congressional agenda, and legislation that would direct states to begin retail customer access choice by the end of the year 2000 was proposed.The Federal Energy Regulatory Commission continued their move to ensure that the nation's transmission system is open to all in a fair, nondiscriminatory fashion.In Californi, discussion intensified and the realities of market transformation began to unfold.In a landmark decision in December, the California Public Utilities Commission issued a policy decision setting January 1, 1998 as the beginning of direct access for retail customers of the state'investor-owned utilities.

The Deregulation Countdown on page 7 further illustrates the timing of the new market scenario.During this year SCPPA's staff and its member agencies infused their own considerable energy into representing and protecting public power agencies and their customers in the deregulation continuum.

I caned these themes to the U.S.Senate when I testified before its Energy and Natural Resources Committee at a restructuring hearing in March.As SCPPA representatives and I visited with Members of Congress and staff, we provided them a consumer-owned utility perspective on the CPUC decision and its impacts, and on proposed federal legislation.

These views took on reality for congressional staff members as they toured several SCPPA facilities in April.

Back at home the SCPPA staff worked to reduce project and overhead costs, and to restructure project debt including a move to increased variable rate debt, thereby lowering project costs.SCPPA members spent this year in high gear, delivering reliable power and quality energy services to their customers, while retooling to meet the demands of the coming open market envi-ronment.The following pages further describe their strategies to reduce costs, increase efficiency, develop new revenue sources, and communicate with their customers, city administrators, and elected officials.

SCPPA has served as a catalyst and resource for these efforts.p 0 0 Eldon A.Cotton SECRETARY Daniel W.Waters EXECVTIYE DIRECTOR Bill D.Carnahan PRESIDENT Thomas H.MOGuinness ASSISTANT SECRETARY Bernard Y.Palk VICE PRESIDENT Despite the current maelstrom of changing times and markets, SCPPA's mission is becoming progressively clearer.We will continue to support our member utilities'conomic strength and marketing presence as we enter the new millennium.

Daniel W.Waters Ezcunva DiREcroR PRESIDENT'S LETTER In this era of profound change, SCPPA's benefit is its ability to influence the develop-ment of a new industry structure, ensuring that its member utilities can compete effectively.

Two years ago we set a goal of making SCPPA the voice of the Southern California municipal utilities in national forums, and we have made great progress in this regard.In the past year, SCPPA continued to become more prominent in its spheres of influence at the federal and state levels.SCPPA projects are critical to its member utilities'ability to compete.Over the past year we member utilities have worked to critically analyze our own operations, with efficiencies and cost reduction as our prime objectives.

Our participation in SCPPA-funded projects provides us some of these efficiencies, such as expanding our access to low-cost power sources.In addition to its advocacy and financial benefits, SCPPA helps member agencies develop common strategies, including how to establish Competition Transition Charges.SCPPA serves as a forum for identifying interacfive issues and ferreting out solutions.

Aided by our SCPPA membership, our customers will continue to reap the benefits of local control of public utilities.

We know our customers, operate our own generation and transmission system, and can provide more opportunities for value-added energy services.These attributes will make the crucial difference as we head into the coming market environment.

Bill D.Camahan PREsroHNr THE RETAIL REVOLUTION In March 1896, an enterprising businessman bought a franchise from the City of Los Angeles for$100, permitting the operation of a power system within the city.He and his partners had built a small generating plant outside the city limits the previous December that would supply the proposed system.Since this franchise was to expire within two weeks, he and his three partners, along with their four employees, put on their overalls and feverishly strung wire through the streets and over rooftops of the city.At 4:55 p.m.on April 14, 1896, the first electric lights lit up the City Hall tower.This tiny company owned the exclusive right to sell power to its customers, along with the exclusive responsibility to maintain near-perfect service and develop new power supplies to support the explosive growth to come.This scenario was repeated in burgeoning cities throughout Southern California in the 1890s.Small companies built and operated generation resources and transmission infrastructure, and kept up with the insatiable thirst for power of a population fresh off the new trains from the east.Some of these cities later bought the electrical systems within their boundaries, acquiring the same exclusive rights and responsibilities to their customers.

To purchase the new generation and transmission systems they needed, they would subsequently pool their financial resources in the Southern California Public Power Authority.

-THE COMPETITION TRANSITION CHARGE (CTC)Reeonnfing the Past toith the Future Under tho proposed CTC, consumers who choose to change electricity suppliers would pay a monthly surcharge on their electricity bill.The purpose of this surcharge ls to ensure that the cost of retiring the debt on exisdng power, infrastructure does not shift to the customers who remain with their uuhty.In many cases, the remaining customers are likely to be residential and small business customers, while the ones who change suppliers will be the large commercial/

industrial customers.

In March 1996, descendants of private companies like that first private partnership filed to divest themselves of their generating plants voluntarily.

This followed on the decision the previous December by the California Public Utilities Commission to open market access to the power infra-structure initiated 100 years ago.A few weeks later, in April 1996, these private power companies filed to create a Power Exchange, into which they would sell their generation, and an Independent System Operator to operate and manage the state's transmission system.

Custome Served:..........

Power Generated and Purchased (In Hegawatt.Hours)

Self-generated Purchased.............

Total...............

Transmhslon (In mlles)Total Revenues (000's).......Operating Costs (000's)I 04,805 880,7 I 5 l,973, I I 0 2,853,825 I>417$246,479$I 97,895 clTY OF ANAHEIM As the City's sole power provider for more that l00 years, tho Anaheim Public Utilities Department has now positioned Itself for dereguladon and competition.

In I4arch 1996, cominerclal and industrial customers saw a rato decrease of up to five percent.Reslden.tlal rates remained stable, already set approximately 25 percent lower than thoso In neighboring communities.

Taking advantage of a unique opportunity, the Department entered into a landmark publicfprivate partnership to utilize Its fiber optic cable This partnership will pro-vide the community with access to a VnlversalTelecommunications System In I 997.The municipal power companies, although not directly regulated by the CPUC, will participate and compete in this market-based environment...

a whole new world.wHv nEREaumTE7 Historically, the regulatory compact provided exclusive service territories and rates sufficient to cover utilities'costs.

In the 1970s, utilities were facing demand growth of seven percent per year, and were forbidden by federal law from burning natural gas in utility boilers.This led to investments in nuclear and coal fueled generating plants.In recent years the California government mandated investment in renewable energy sources and promotion of energy efficiency.

In this era the utilities provided a complete electric system.They also had the obligation to plan and develop facilities to cover future electric needs and were accountable for near-perfect service to all customers.

As a result of the move to protect the environment and promote renewable resources, investor-owned utility gOU)rates in California were 50 percent higher than the national average.The rates of consumer-owned utilities like the SCPPA member agencies were generally 15 to 30 percent lower than those of the IOUs.These high rates are driving the move to deregulation in Californi.

New technology enables new projects to generate electricity at lower cost using relatively inex-pensive natural gas.At the same time, global economic forces are pressuring California's industries to become more competitive.

These customers want the immediate benefit of the new generation technology and lower electricity bills.In the new world of deregulated power supply, industrial customers will have access to an open market in which they can buy electricity from the lowest bidder.9dEh5aaR AaEPgciES IN ACTloN The eleven SCPPA member agencies have been planning for the new market transformation for the last few years.This past fiscal year has seen the most active PASSWORDS TO A NEW ERA OVARY Ii Five.year phase-In iirect retail access for IOUs ins: Largo customers may ose alternate generation pliers.IOUs must bid all eratlon into Power Exchange satisfy customers'nergy ds by buying from the Power hange.Customers choosing mate suppliers pay CTC.DEREGULATION COUNTDOWN Direct retail access for all customers begins.IOUs no longer must bid generation into the Powci Exchange.CTC ends.2003 National Energy Policy Act gives FERC authority to order open transmission access.AGGREGATORS

-Brokers who seek to bring together , customers to create a"load" so that they can buy power in bulk, making a profit on the sale.COMPETITION TRANSITION CHARGE (CTC)-A non-bypassable fec paid by retail customers to their former power supplier when taking service from an alternative supplier.This fee reflects the difference between a stranded asset's market price and its cost.The purpose Is to avoid cost shifting, and to enable utilities to retire debt and compete fairly.COST BASED RATEMAKING Regulated rates based on costs expended.COST SHIFTING-Moving cost Increases or decreases to classes of customers, a.g.to residential from industrial or to commercial from residential.

DIRECT ACCESS-Ability of a power producer to sell directly to thc retail customer.ructurlnglfunctlonal ndling.IOUs to file icatlons to transfer e.CPUC to ensure al consumer protection ores are in place.li+y p 0 MARCH: IOUs apply for voluntary divestiture of 50 percent of fossil generation.

APRIL Draft of ISO/Power Exchange filing availablo to stakcholders.

IOUs file proposals to establish ISO and Power Exchange.JULY: IOUs apply for performance-based ratemaklng.

CPUC Issues draft rulemaklng envisioning futuro where customers choose among competing generation pioviders, and performance-based ratcmaking replaces traditional castoff-service ratcmaklng.

X995 MARCH: FERC issues Notice of Proposed Rulemaklng (NOPR)proposing significant changes in transmission scrvicc regulation.

Goal: to deny transmission facility owners unfair advantage over competitors.

MAY: CPUC issues proposal that electric gcncrators should sell power to independent system operator (ISO), which would distributo power to Californians at lower price than currently paying.A new Power Exchange would create a wholesale power pool where all suppliers could sell electricity according to established competitive bidding procedures.

DECEMBERi CPUC adopts final policy which Includes the following:

Creates a Power Exchange starting Jan.I, I 998.Initiates direct access for retail customers with five-year phase-In and proposes competition transition charge (CTC).Creates ISO for the trans-mission grid.Develops performance-bascd ratemaking for IOUs.Requires real-time rate and time-of.usc rate options.INDEPENDENT SYSTEM OPERATOR (ISO)-Independent manager of trans-mission lines which assures safe and fair transfer of electricity from generators to distribution companies INTEGRATED UTILITY A company that provides a complete electric system, generation transmission and distribution services, for Its customers.

PERFORMANCE BASED RATEMAKING (PBR)Regula(ed rates based on performance objectives, not on actual costs.POWER EXCHANGE (PX)-A spot prico market for electricity into which power generators could sell their electricity and from which retail and wholesale customers could buy.RESTRUCTURING Reconliguring tha market structure by eliminating tha monopoly on the essential func-tions of an electric company.RETAIL WHEELING Tile ability of generation companies or brokers to sell directly to retail customers, utilizing regu-lated transmission lines and the distribution services of existing utility companies.

STRANDED INVESTMENT OR STRANDED ASSETS Gcncration facilities, owned by existing utility companies, that produce electricity at above-markct marginal prices.UNBUNDLED RATES Separate itcmlzcd charges for generation, transmission, distrib-ution, and other services.UNBUNDLED SERVICES Customer can select which services they want and which company provides them WHOLESALE WHEELING Selling electricity to wholesale buyers for resale to retail customers fulfillment of their transformation plans to date.The agencies have put significant time and effort into many of these activities:

~Communicating with city councils, utility boards, and major customers about the deregulation process, its implications, and the member agencies'preparation for it.~Downsizing and reorganizing staff.~Transforming from engineering-based to customer-focused corporate culture.~Becoming more familiar with customer needs and planning new products and services.~Aggressively cutting costs while maintaining service reliability.

~Preparing new unbundled and time-of-use rate structures.

~Working on reducing transfers to their cities'general funds.~Renegotiating power contracts to cut costs.~Meeting off-balance sheet debt obligations.

~Pursuing revenue enhancement opportunities, such as leasing poles and conduit for fiber optics and other telecommunications activities.

~Adopting a Competition Transition Charge.~Reducing project operating and maintenance costs.~Renegotiating fuel contracts.

~Reducing debt service by refinancing at lower interest rates.~Moving to more variable rate debt.~Pursuing aggressive legislative advocacy.JOSEPH FI HSV Customers Served:.........

Power Generated and Purchased (in H egawatt.Hours)Self.genensted:

..........

Purchased:.............

Sales Recall: Wholesale:

Total Revenues (000s):.......

Operating Costs (000s):......r V rued lted i4 422 220 202$23$20 clTY oF AzvsA Tho city's electric I was established ln I 898, and for most history Azusa purchased electricity w sale from Southern California Ed Since tho mid.l980s, through succr litigation against Edison on transmi access, Azusa began to obtain short long.term contracts with other utiliti well as from SCPPA, by particlpath Palo Verde Nuclear Generadng Se Hoover Hydroelectric Plant, and San Generating Station Unit¹3.By havln, ability to diversify its power supply ol tlons, Azusa has maintained its retail i at tho l983 level.These compedtivo i w/II help tho city make a less stressful sltlon toward tho deregulated m'nvironment.

set PA JN AcTJON The last three items above are the particular expertise and benefit that SCPPA brought its member agencies during this fiscal year.Moreover, SCPPA staff members have adopted the new streamlined business atmosphere of the member agencies by"doing more with less" in all aspects of operations.

It has been a year of unprecedented energy and accomplishment.

PAUL TOOR OPERATIONS AND FINANCIALS CITY OF OAHHIHG As of Oetober 31, 1996 SCPPA BONDS Hoover Uprating Project Southern Transmission System Project Seruor Uen Bonds Subordinate Uen Bonds'alo Verde Project Senior Uen Bonds 1992 Subordinate Uen Bonds'ubordinate Uen Bonds'ead-Adelanto Transmission Project Insured Refunding Bonds'onrefunded Bonds'ead-Phoenix TransmLsion Project Insured Refunding Bonds'onrefunded Bonds'ultiple Project'an Juan Unit 3 Project'stimated Iveighted Average Cost of Capitatt~)6.11 432 SAO SA8 6.21 5.12 Bond Ratings Standard&Ibor's Aa Aaa/VMG1 AA-AAA/A-1+A1 Aaa Aaa/VMIG1 AA-AAA AAA/A-1+Aaa A A Aaa AAA A A AAA hfood~slnvestor Customers Served:.........

Power Generated and Purchased (In Megawatt-Hours)

Self~en eratedt Purchased:.............

Total...............

Transmission (in miles)Total Revenues (000s):.......

Operating Costs (000s)I......9,0$0 0 I I 7,879 I I 7,87 I l22$I3,230$I2,7$0 Established ln I 9 I 3,the Banning electrical system now serves an area of approxi-mately 2I square miles.The city owns a pordon of San Juan Unit 3 and a portion of Mead Adelanto and Mead-Phoenix transmission lines.In addition, the city owns a distribution system and four sub-statlons to serve the customers.

Being a full service city, Banning's load mix is strengthened by Industrial customers, with more Industrial projects on the way.Major distribution system improvements are also ln progress.'nsured;1991 Suhndinate Van'able Rate Bonds QMBAC)t 1996 Subordinate Snies A Bonds (MBIA)/1996 Subordinate van'able Rate genes B Bonds (ESA).I Insund: 1992 Senior Ifm Bonds QMBAC);1993 Subordinate Bonds (IGIC);1996 Suhndinate Snies A Bonds QAIBAC),'996 Subordfnate Vanabie Rate Senes B and C Bonds QI(IBAC).I Insund: 1994 Sen'es A Bonds (AMBAC), Unmmmittof bond promds eecund by a guarantmi rate Investment contract.I Insund: 1993 genes A Bonds (MBIA).I Ail genemtion bonds: 466%;ali transmissum bonds: 512%;eomhned gennntion and transmission:

500%During the fiscal year, SCPPA continued to monitor the financial markets and address opportu-nities to reduce its fixed interest costs.SCPPA refunded$222.2 million in PaloVerde Project bonds which were originally issued in 1986 and 1987.The 1996 refunding bonds consisted of sales of$152.9 million in Series A fixed rate bonds in February, and$58.9 million in Series B variable rate obligations in April.These insured revenue bonds will produce estimated present value savings of$29.5 million, or 14 percent of the refunding bonds.As the fiscal year ended, SCPPA was working on a similar two-part refunding for the Southern Transmission System, and an additional variable rate issue for Palo Verde.Following is a status report on SCPPA's generating and transmission projects.PALO VERDE OPERATIONS PALO VERDE NUCLEAR GENERATING sTATIDN (PvNGS)Ten SCPPA members (all but the City of Anaheim)share a 5.91 percent interest in the three units of PVNGS, Unit 1 Unit 2 Unit 3 Generation (Millions of MIVHs)9.8 9.2 Ca(tacity Utiiuation

(%)199$90 OPERATIONS entitling them to 225 megawatts of power.SCPPA continues to Agg"ga<<Industry average 69.9 work with the operating agent, Arizona Public Service (APS), to increase output and lower costs in order to make Palo Verde a competitive and dependable resource.Palo Verde began a reengineering of work processes and organization in September 1993.Thus far, the reengineering effort has yielded lower costs, higher output, higher ratings by the Nuclear Regulatory Commission (NRC)and the Institute of Nuclear Power Operations (INPO), shorter refueling outages, and better teamwork and morale.Ckieadhr Year 1993 1994 1995 per klVh 2.02 1.93 1.61 PRODUCTION COST I>>>dhkiswmcr N>>ch>>cr>>ce v.<l.-~>PaloVerdo's Spring l 996 refueling outage for Unit 2 was completed in a record 49 days.I-I~>c INPO conducted a two-week evaluation of PVNGS in October 1995 and issued its first"1" rating, indicating that PVNGS achieved the highest level of exceHence in nuclear plant operation.

The AOIIAIO Y SYASSI t>>I')r, i);.,Ikj>Customers Served:.........

Power Generated and pe>chased (ln Hegawatt-I4ours)

Self.generated Purchased.............

Total Transmission (In Miles).......

Total Revenues (000'I).......Operating Costs (000's)I 0 I,078 928,0 I I I,029,098 398 8 94,430 8 93>744 clTY oF nunaatex Burbank's Public Service f3epartment began serving cus-tomers In I 9 I 3,and installed onwlte gen-eration ln response to a surge in industri-al and residential growth In tho 1940's and I 950's.Today the city receives power from three SCPPA projects, the Bonneville Power Admlnhtratlon, as well as firm and Interruptible supplies from other utilities and government agencies.high rating is expected to reduce PVNGS'insurance costs by nearly$1 million per year.The NRC's latest Systematic Assessment of Licensee Performance (SALP)report gave PVNGS ratings of"1" in Operations, Maintenance, and Engineering, and"2>vin Plant Support."1" is the highest rating, and represents superior safety performance which exceeds NRC standards.

In the previous assessment period, PVNGS received"2" ratings in all four categories.

The NRC noted that APS has established new programs and processes necessary to achieve and sustain superior performance.

THOMAS K CtARKE Corrective measures implemented following a tube rupture in one of Unit 2's steam generators in 1993 have allowed operation at full capacity, but the operating agent has recommended replacement of unit 2's two steam generators, perhaps within the next ten years, due to safety and economy reasons.If the co-owners of PVNGS decide to replace the steam generators, SCPPA's share of the cost is estimated at approximately

$9 million and would be expended over approximately six years.One owner of PVNGS, El Paso Electric Company, has been under bankruptcy protection since 1992, and filed its Fourth Amended Stand Alone Plan Customers Served:.........

15,932 Power Generated and Purchased (in ldegawatt.Hours)

Sclf~ncratcd Purchased.............

Total..............

~~Transmission (ln miles)Total Revenues (000's).......Operating Costs (000's)e unaudited 0 241,582 24 I,582 23$26,072e$24,60 I e crrv os cotTDH The Colton munidpal electric utility was established in I 895, eight years after city incorporation.

Since I 986,the electric utility has changed from being solely dependent on Southern California Edison for its purchased power to being actively engaged in purchasing power from several different sources, achieving significant cost savings in the process.in September 1995.The Bankruptcy Court approved the plan, and El Paso emerged from Chapter 11 bankruptcy on February 12, 1996.All of El Paso's obligations regarding PVNGS during the bank-ruptcy period have been met.sAN JUAN oPERATIQNs San Juan Unit 3 continued to be a dependable resource for the five SCPPA members (Azusa, Banning, Colton, Glendale, and Imperial Irrigation District)who own a 41.8 per-cent share of the unit through SCPPA.IARD Ya PAtK omen Served:.........

ir Gencratcd and Purchased legawatt.Hours)

If.g enerated rchased.............

smhslon (in miles)IR cvenues (000's).......rating Costs (000's)82,57 I I d3,499 939,096 I, I 02,595 d9$98,020$85,026 os otsHDAta Incorporated In l 906, idalo purchased Its electric utility In', obtaining power from outside sup-s.It received Its first power frotn ver Dam ln I 937 and inaugurated thc unit of its own steam generating t In l94I.Now called the Grayson cr Plant, this facility today has eight iratlng units.Glendale continues to hase 85 percent of Its power from ilde sources.A second Interim Invoicing Agreement further encouraged high capacity factors and lower per unit fuel costs.Despite the major scheduled maintenance outage in the spring, SCPPA members received nearly 1.5 million MWH from San Juan in FY 1995-96.Installation of a new limestone scrubber system for the removal of sulfur~dioxide was approved late in the fiscal year.Besides improving emissions control, the three-year project will save SCPPA$3 million per year in operating and main-tenance costs.Both the operating agent (Public Service Company of New Mexico)and the coal supplier are actively exploring other ways to reduce costs and make San Juan Generating Station a competitive resource for its owners MEAD-PHQENIx/MEAD-ADELANTo TRANsMIssloN PRDJEcTs After more than a decade of plan-ning and two and a half years of construction the Mead-Phoenix and Mead-Adelanto Transmission Lines went into commercial operation in April 1996.These two 500-kV AC transmission lines will cany power between the Phoenix area, the Las Vegas area, and Southern California.

Nine San Juan Gonaratlng Station SCPPA members own roughly one-fifth of Mead-Phoenix and one-third of Mead-Adelanto through SCPPA.HoovER UPRATING PRoJEcT The Hoover Uprating Project, which increased the rated capacity at Hoover Power Plant by 35 percent, was declared complete this year.Nine SCPPA members (Anaheim, Azusa, Banning, Burbank, Colton, Glendale, Pasadena, Riverside, and Vernon)participated in the uprating and have obtained entitlements totaling 127 MW of capacity and approximately 143,000 MWH per year in allocated energy.The cities of Anaheim, Riverside, Burbank, Azusa, Banning, and Colton financed their participation through SCPPA.Two issues which may affect operations at Hoover are the proposed sale of the Federal Power Marketing Administrations (PMAs)and possible required mitigation of effects on endangered species in the lower Colorado River area.These issues are discussed under Legislative Advocacy.souTHERN TRANshIissloN SYSTEM As usual, the Southern Transmission System (STS)continued to operate at or above design parameters, transmitting 11.3 mil-lion MWH of power over its 488 miles, compared with 12 million MWH in fiscal year 1994-95.The line operated at 70.5 percent of capability, with 99.53 percent availability.

STS, a a 500-kV DC transmission line and associated converter stations, moves power between the Intermountain Converter Station in Utah to the Adelanto Converter Station in Southern California.

KENNETH S MOILER IMPERIAL IRRIGATION DISTRICT IID entered the power Industry In l936 and today serves a peak load of 640 NW with 790 NW of generating resources.

Among IID~ned resources are 24 NW of low head hydro units along the All American Canal, 307 NW of gas-fired steam and combined cyde units, and l62 NW of peaking gas turbines.In addition to IID's share of SCPPA resources com-prislng l04 NW at San Juan and l4 NW at Palo Verde, IID has 179 NW of other resources under long-tenn purchase con-tracts.86,870 Customers Serve>h........

Power Generated and Purchased (In N egawatt-Hours)

Self-Generated

.........774,587 Purchased...........

I,893,599 Total...............

2,668,I86 Transmission Facilities (in Miles)l,637 Total Revenues (000's).....$I 97,9 I 7 Operating Costs (000's)....$I 77,624 LEGISLATIVE ADVOCACY In the past year, SCPPA played its most crucial role to date in representing public power issues in Washington, D.C.By year end it had also made plans to maintain a continuous presence in the California legislature.

The following examples underscore the value of SCPPA's advocacy in Congress.ELEcTRlc UTILITY INDUsTRY REsTRUcTURING Discussions about electric utility restructuring 4 A>COTTON li'NCEIXS DEPARTMENT OF WATER AND In 19I6, the City of Los Angeles I distributing electric power pur-id from the Pasadena Municipal;r Plant, and the following year;Orated its first generating capacity at Francisqulto Power Plant No.I.22 the city purchased thc remaining butlon system of Southern California

>n Company within the city limits.It Ir thc largest Inunlcipally owned elec-itility In the nation.During l 995-96 It rwcnt a major business restructuring Iss to prepare for upcoming dcrcgu-I>mers Servcdi........

I,350,807 rG eneratcd and Purchased egawatt.Hours)

I'-generated

.........2I,848,8I6 chased............

7,079,3 I 3 al...............

28>928,I29 ,mhslon (ln miles).....3,743 Revenues (000's)......$l,946,850 sting Costs(000's)

.....$I,625,753 and ways to increase competition in the industry were prominent on the congres-sional agenda in 1996.SCPPA was actively involved in this federal restructuring debate.During visits with Members of Congress and staff in Washington, D.C., and an April congressional staff tour of several SCPPA facilities, SCPPA representatives discussed the effects of the California restructuring on municipal utilities, and SCPPA's view that federal legislation would be premature at this'time.

In addition, Executive Director Dan Waters testified for SCPPA and the American Public Power Association on March 29 at a restructuring hearing held by the Senate Energy and Natural Resources Committee.

Rusus HICHTOWER Customers Scrvcd:.........

Power Generated and Purchased (ln Megawatt.Hours)Sell-generated Purchased Total Transmission Facilidcs (in Miles).Total Revenues (000's).......Operating Costs (000's)58,732 I 85,289 984,0$7 I~I 69,346$7$I I 0,975$9$,654 clTY DF FAsADEHA Established In 1906, tho city built its first electric generating steam plant In I 907 and took over opera-tion of its municipal street lighting from Edison Electric.In 1909, Pasadena began the extension of its operations to com-mercial and residential customers that resulted In the replacement of all Edison electric service In tho city by l920.In I 995.96, Pasadena purchased approxi-mately 85 percent of its power needs.Utility restructuring and consumer choice issues are likely to be at the top of the energy agenda in the 105th Congress.SCPPA will continue to play a role in the development of legislation as the restructuring debate moves forward next year.THE NUcLEAR wAsTE PQLIGY AcT With a 5.91 percent interest in the PaloVerde Nuclear Generating Facility, SCPPA has a keen interest in pending legislation to reauthorize the Nuclear Waste Policy Act of 1982, with amendments.

Passage of these proposed amendments would provide solutions for waste generated at the station at an interim nuclear waste disposal facility by 1998 and later at a permanent disposal site atYucca Mountain, Nevada.The Senate bill was eventually approved, but a veto threat from President Clinton and strong opposition from the Nevada delegation stopped efforts to pass the legislation this year.PowER 9dARKETINa AotdiNISTRATIoNS In its early years the Clinton administration attempted to auction federally owned power marketing administrations (PMAs)for a one-time reduction in the federal deficit.One PMA earmarked for sale was the Western Area Power Administration (WAPA), which provides power to most SCPPA members.This proposed sale would privatize the Hoover hydroelectric project, the Parker and Davis power plants, and their related transmission facilities.

Sale of the PMAs would negatively affect public power operations unless the sales are made to existing contractors.

Although no serious PMA auction effort surfaced in 1996, the federal power program was carefully scrutinized, and many legislators remain staunch advocates of privatization.

ENI3ANaEREI3 SPEciES ACT REAUTHoRIXATIoN Republican leaders named reauthorization of the Endangered Species Act as a top legislative priority, but their legislation immediately met opposition from environmental groups, Democrats, and many Republicans.

Fearing anti-environmental sentiment for the GOP, its Customers Served: Power Generated and Purchased (In Megawatt.Hours)Self~ncratcd Purchased.............

Total Transmhsion (In miles)Total Revenues (000's).......Operating Costs (000's)29$I 7 5 I6 BILL Do CARHAHAH l.~clTY oF RlvfnsIDE Rlversldo Pl Utilities is posltlonlng Itself to offer t petltive rates ln the new dercgul environment.

Power and transmh costs constitute the bulk of cha passed on to our customers thrI rates.Cost reduction and rcstructII efforts at SCPPA have had slgnlfi impact on Riverside Public Utlli efforts in meeting our lower ope.cost targets.Additional efforts, espc at Palo Verde Iqucicar Gener.Station, will be required for Riversid compete ln future years.

leadership kept the legislation from being brought to the House floor for a vote this year.SCPPA continues to support ongoing voluntary efforts by California, Arizona, Nevada, and the Department of the Interior to protect endangered species in the Lower Colorado River region.These agencies are proceeding on the assumption that there will be no significant changes to the Endangered Species Act in the future.TAx-ExEIuiPT FUNDING Concentrated efforts by SCPPA members and the public power community~'I;er Dam to educate Members of Congress and staff of the value of tax-exempt financing provided a needed advantage in 1996.Investor-owned utilities gOUs)have opposed tax-exemption for public power entities, claiming that this status would give public power an unfair advantage under deregulation.

Despite IOU attempts to restrict tax-exempt financing in 1996 budget reconciliation legislation, no such proposals were approved.RENEwABLE ENERGY PRDDUcTIDN INcENTIYE The Department of Energy's Renewable Energy Production Incentive (REPg provides incentive payments to KENNETH Je DE DARIO Customers Served:.........

Power Generated and Purchased (in Megawatt-Hours)

Selpgenerated Purchased........,..., Total Transmission (in miles)Total Revenues (000's)Operadng Costs (000's)~Unaudited 2,040 676 l,077,823 l,078,499 2.4$50, I 99e$37, I 62t'lTY oF YERNQN Vernon's Light and Power Department began serving indus-trial'customers in!933, with completion of its diesel generating plant.In addition to its own power from diesel units plus recently Installed gas turbines, Vernon now receives power from Palo Verde, Hoover, and various utilities, including APS, CDWR, SRP, BPA and Edison.

energy providers who generate energy from such sources as wind, geothermal sources, and landfill gas.SCPPA and other REPI supporters obtained last-minute funding for the program during the fiscal year 1996 appropriations process.SCPPA member City of Glendale received the largest single payment of$946,921 for more than 60 million kilowatt-hours of power generated during 1995 at its Grayson landfill gas-fired facility.Intense efforts by SCPPA and other REPI supporters established fiscal year 1997 incentives as a major bipartisan platform during the appropriations debate.A)e;g>C" N'js!A(lj 4 Br'delanto Converter Station is the western terminus of tho Southern Tranmission System.PERCENTAGE OF SCPPA MEMBER PARTICIPATION IN SCPPA'S INTEREST PALO VERDE PROJECT HOOVER VPRATIHO PROJECT HEAD ADELAHIO PROJECT HNA~PRO/ECI SOUTHERH TRAHIHUNIOH NVNTEH PROJECT NAH JVAH PROJECT (OX (0%u(NP(LNN LllQ LNQ(5 ND(ONL NINON(OX(NN(((LNR (1X BDO NN(5D(N(DDN QNJNQ QBO(lf JL(ONL (LIX MNJ NYBM((11(X 0 NINNNN I Nmx NNNUN 1L(L((NL LN(((5 LNINBN LML QBDIL(LINENS QLNN ts(X BO0 REPORT OF INDEPENDENT ACCOUNTANTS September 10, 1996 To the Board of Directors of the Southern California Public Power Authority In our opinion, the accompanying combined balance sheet and the related combined statements of operations and of cash flows present fairly, in all material respects, the financial position of the Southern California Public Power Authority (Authority) at June 30, 1996 and 1995, and the results of its opemtions and its cash flows for the years then ended in conformity with generally accepted accounting principles.

These financial statements are the responsibility of the Authority's management; our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits of these statements in accordance with generally accep'ted auditing standards which require that we plan and perform the audit to obtain reasonable assumnce about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

We believe that our audits provide a reason-able basis for the opinion expressed above.In our opinion, the accompanying separate balance sheets and the related sepamte statements of cash flows of the Authority's Palo Verde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project, Multiple Project Fund and San Juan Project and the separate statements of operations of the Authority's Mo Verde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project, and San Juan Project present fairly, in all material respects, the financial position of each of the Projects at June 30, 1996, and their cash flows, and the results of opemtions of the Authority's PaloVerde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project and San Juan Project for the year then ended in conformity with generaHy accepted accounting principles.

These financial statements are the responsibility of the Authority's management; our responsibility is to express an opinion on these financial state-ments based on our audits.We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for the opinion expressed above.Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.The supplemental financial information, as listed on the accompanying index, is presented for purposes of additional analysis and is not a required part of the basic financial statements.

This information is the responsibility of the Authority's management.

Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.Price Waterhouse LLP Los Angeles, California SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY COMBINED BALANCE SHEET tin thousands)

ASSETS June 30, 1996 Mo Itansn2issu7n Hoooer Mead-Mead-Mutt2)7tc San June 30, Verde System I!puting Phoenix BMttanto Project juan 1995 project ptoj62t pn7jeet project project F~Projnt Thtal Xta!Utility plant: Production

.Transmission General S 613,608 14,146$674,606~569 18 893 S 171,068$48,307 164 1 971$183@09 8 613 S 967985$795080 737,223 689,447~3046 29155 Less-Accumulated depreciation

.630+23 693,499 250 021 194 127 S0,278 171,232 846 1 255 191,922 1,737,254 1513,682 36622~48 871 418688 Construction work in progress Nudear fuel, at amortized cost Net utility plant Spedal funds: Available for sale at fair value (Note 2): Decommissioning fund........

Investmcnts Escrow account-Came series Advance to Intennountain Power Agency.Advances for capacity and energy, net Interest receivable Cash and cash cquivalcnts 33,474 11S,746 102,842$343,898 19~1,512 67879 2,169 90324 380+02 499,372 9+03 13 225 49,432 169,977 3,116~5'48 169977 155,300 1,254$83 1,094,994 3,501 16,120 206/73 13225~1716 158 801 1,283 728~114.283 9,628 10,119 6 841 2,285 1997~18~4N 9,220 67 7546 33,474 597,427 343,898 19/50 10,119 16,100 173 798 24~682,442 343,921 19~0 11,903 16~1 120 610 21/91 6~62$250,888 34,170 Accounts receivable Materials and supplies Costs recoverable from future billings to participants..................

Unrealized loss on investments in funds available for sale Prepaid construction costs Prepaid cxpcnses................

Unamortized debt expenses, less accumulated amortization of$132,265 and$127,197 in1996and1995

.218 611 558 718 21 750 23 980~69 1 260108 41 783 1'194 366 1 219470 738 9,240 2,687 19'1,750 4,741 (6,402)945 4,478 S,272 3569 12,809 13,297 204,945 203,787 7~Ir394 4+83 31,780 453,827 411,031 3 9 28 4 3,365 2+35 5~26 66 92 3090 413348~429 08 201 693 164 247~37 9 888 28 225 S 1,011,713$1,431,741 S 32.617$89,59S$276,669 S 253,706$239,972$3,366,013$3,400,732 Long-tenn debt LIABILITIES

$981,155$1,034,757 S 30,981 S 86,417$268,05 S 242,786$222,444 S 2,866~5$2,894,471 Subordinate Refunding Crossover Series Arbitmgc rebate payable Defcrrcd aedits Current liabilities:

Long-tenn debt due within one year..Acaucd interest Accounts payable and accrued expenses Total cunent liabilities Commitments and contingencies.....

347/88 347,782 77 2,664 1,141 25,690 10,845 1,085 6,035 43,655 38,790 24~38,436 489~7,884 8,256 S,994 88,182 95,288 10 333 315 62 S90 780 5499 17579 73185~60 8~49 96 1636 3178 8664 8256~17 28 149416 157261$1,041,713$1,431,741$32,617$89595$276,669$253,706$239,972$3,366,013$3,400,732 7he turornpanying notes an an integ7u!Part of thesefinaneiat statrrnenh.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY COMBINED STATEMENT OF OPERATIONS (in thousands)

Southe7n T)nrn7nission Hoootr Sltste7n trprating p7ofeet profert Year Pe7ded j(ale SO, 1996 San 7172r Bukd juan june 30, ptojeet 7t)tat 199S Operating revenues: Sales of electric enetm7.Sales of transmission services.$135,464$3+49$50,117$188,930$183,603$85 297$226$172 85 695 91,250 Total operating revenues 155 464 85 297~39 226 172 50'117 274 625 274.853 Opera tmg expenses: Amortization of nudear fuel Other operations

..Maintenance

.Depreciation

.Decommissioning 7,949 25,815 6,317 18,425 12,497 10,192 5,236 20329 213 13 342 145 27 1.132 314 35,760 9,095 3 113 7,949 38,879 47@53 49/23 15 610 8,150 39,873 50,834 47,975~16 13 Total operating expenses 7I 024 35 757 568~101 48,282 159114~163 5 Operating income (loss)64,461 49+40 1,149 (342)(1,132)1,835 115+11 111~Investment income'10 886 28 993 874 410 2174~062~44 99 23 884 Income before debt expense 42 3,897 159,910 Debt expense~8777 99 166~262 1 462 4,425~1614 2D2 706 174 140 Costs recoverable from future billings to participants

($7.43D)(8 20.633)($239)(5)S94)(5 54083)($8.71)l (8 42.796)($38.748)7he~ng notes are an integral part of these finantia stalnntnts.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY COMBINED STATEMENT OF CASH FLOWS (/n tticnnands) year Ended June 3tt, 1996 itib 1hmsmission Hoover Mead-/44/ead-Ma/tip/e San Verde System Upn ting Pttoenir Adetanto Pnojnt Juan hoject hoject hiojcct hojoct hijiect Fimd hofect Jime 30, 1995 7bta/7tita!Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to amve at net cash provided by (used for)operating activities-Depredation Decommissioning Amortization of nuclear fuel Amortization of debt costs Write-off of construction work in progress costs~.........

~Changes in assets and liabilities:

Decommissioning fund...........

Interest receivable Accounts reccivablc Materials and supplies Other assets Accrued interest Accounts payable and accrued expenses Net cash provided by operating activities.....

Cash flows from investing activities:

Interest received on investments Arbitrage payment...............

Payments for construction of facilities......

Purchases of investments............

~from sale/maturity of investments...

Advances for capacity and energy, net Reimbursement from WAPA Net cash provided by (used for)investing activities Cash flows from capital and related financing activities:

Payments of interest on long-term debt....Proceeds from sale of bonds Payment for defeasance of revenue bonds...Repayment of principal on long-term debt Payment for bond issue costs.........

Nct cash used for capital and related financing activities Nct increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year..Cash and cash equivalents at cnd of year.....Supplemental disclosure of cash flow information:

Cash paid during the year for interest (net of amount capitalized)..........

($7,430)($20,633)($239)(S 1494)($4~)($8,717)(S 42,796)($38,748)18,425 12,497 7,949 24,428 20,329 11,739 294 1+13 342 1,132 167 482 9,095 3,113 626 49,323 15,610 7,949 37,736 1+13 47,975 16+13 8,150 29,050 (8,971)(289)174 378 55 (6,150)~643 34,629 (362)(218)(943)~1943~9282 20 (19)405 213 1,977 691 (72)3,467 (I)745~061 2 946 110 56~1482~6713 (8,971)467 1,024 488 5,555 (7,105)~604~989 (1,297)437 1,402 2069 117 10,036 3090 78 794 (10,892)(154,685)(154,904)18~195+93 (22,665)20,705 1,784 (13,208)(3,264)14,474 (15,652)(9,184)23,000$18@80 (1,868)(1,938)(14+70)8,867 18380 (41,690)(360,940)444,948 1,784 34,037 (3,757)(104,088)(230,693)299,265 1,415 111 16 732 40.689~17~2998~1,836~16 12~441 62,482 3 710 229,483 (233,632)(23,855)~4832 (14+25)(610)(16+12)(16412)229,483 (233,632)(38,790)~4,832 (37,092)(5,798)(36,900)~40~3836~14325 610 16 12 18/25~49 4$67,879 35,646 54,678 S 90324 (748)~745$1,997~1280$1&8 4,279$4304 (728)~8274$7&6 53,188~120 610$173,798 (4,746)'125 56$120.610 S 64.499$88370 S 1,978$-S-$16512 S 11,988$183,347$188,700 The accointicuping notes are an intern!part of ttiese financial statements.

SOUTHERN CALIFORNIA PUSLIC POWER AUTHORITY NOTES TO FINANCIAL STATEMENTS Note I-Ot1fanlzatfon and Purpose: Southern California Public Power Authority (Authority), a public entity organized under the laws of the State of California, was formed by a Joint Powers Agreement dated as of November 1, 1980 pursuant to the Joint Exercise of Powers Act of the State of California.

The Authority's participant membership consists of ten Southern California cities and one public district of the State of California.

The Authority was formed for the purpose of planning, financing, developing, acquiring, constructing, operating and maintaining projects for the generation and transmission of elec-tric energy for sale to its participants.

The Joint Powers Agreement has a term of fifty years.The members have the following participation percentages in the Authority's interest in the projects at June 30, 1996 and 1995: I Participants Southern Palo Tranunisslon Hocwer Plead-Mead.San Verde S em U ting Phoenhc Adetauto Juan Gty of Los Ansclcs Gty of Anaheim Gty of Riverside Imperial Iimsation District Gty of Vernon , GtyofAzusa Gty of Bannins Gty of Colton Gty of Burbank Gty of Glendale Gty of Pasadena 67.0%595 o%17.6 5.4 10.2 24.8%42.6%24.2 31.9 4.0 65 4.9 1.0 4.2 1.0 1.0 2.1 1.0 1.0 3.2 1.0 4.4 45 16.0 15.4 4.4 23 14.8 4A 5.9 13.8 35.7%135 135 51.0%2.2 14.7 13 98 2.6 14.7 115 11.1 9.8 8.6 100.0%100.0%100.0%100.0%100.0%100.0%'lhe mernhcrs do nct cunently pantdpate in the Multiple project BmL Mead phocntc partidpattonrcQccts thee ownership cocnponcnts (sce below).Soffthern TJIIJJsnnssioJJ Systnn Project-The Authority, pursuant to an agreement dated as of May 1, 1983 with the Intermountain Power Agency (IPA), has made payments-in-aid of construction to IPA to defray all the costs of acquisition and construction of the Southern Transmission System Project (STS), which provides for the transmission of energy from the Intermountain Generating Palo Verde Project-The Authority, pursuant to an assignment agreement dated as of August 14, 1981 with the Salt River Project (Salt River), purchased a 5.91'/o interest in the Mo Verde Nuclear Generating Station (PVNGS), a 3,810 megawatt nuclear-fueled generating station near Phoenix, Arizona, and a 6.55'/o share of the right to use certain portions of the Arizona Nuclear Power Project Valley Transmission System (collectively, the Palo Verde Project).As of July1, 1981, ten participants had entered into power sales contracts with the Authority to purchase the Authority's share of PVNGS capacity and energy.Units 1, 2 and 3 of the Palo Verde Project began commercial operations in January 1986, Septembei 1986, and Januaty 1988, respectively.

Station in Utah to Southern California.

The Authority entered into an agreement also dated as of May 1, 1983 with six of its participants pursuant to which each member assigned its entitle-ment to capacity of FIS to the Authority in return for the Authority's agreement to make payments-in-aid of construction to IPA.STS commenced commercial operations in July 1986.The Department of Water and Power of the City of Los Angeles (LADWP), a member of the Authority, serves as project manager and operating agent of the Intermountain Power Project (IPP).Hoover Uprating Project-The Authority and six participants entered into an agreement dated as of March 1, 1986, pursuant to which each participant assigned its entitlement to capacity and associated firm energy to the Authority in return for the Authority's agreement to make advance payments to the United States Bureau of Reclamation (USBR)on behalf of such participants.

The USBR has declared that the Project was substantially complete as of September 30, 1995 with minor work scheduled to be completed in the spring of 1997.The Authority has an 18.68/o interest in the contingent capacity of the Hoover Uprating Project (HU).All seventeen"uprated" generators of the HU have commenced com-mercial operations.

Mead-Phoenix Project-The Authority entered into an agreement dated as of December 17, 1991 to acquire an interest in the Mead-Phoenix Project (MP), a transmission line extending between, the Westwing substation in Arizona and the Marketplace substation in Nevada.The agreement provides the Authority with an 18.31'/o interest in the Westwing-Mead project component, a 17.76'/o interest in the Mead Substation project component and a 22.41'/o interest in the Mead-Marketplace project component.

The Authority has entered into transmission service contracts for the entire capability of its interest with nine members of the Authority on a"take or pay" basis.In addition, the Authority has admini-strative responsibility for accounting for the separate ownership interest in the project by Western Area Power Administration (WAPA), who is providing separate funding ($72,874,000 and$58,676,000 at June 30, 1996 and 1995, respectively) for its interest.Commercial operations of MP commenced in April 1996.Funding was provided by a transfer of funds from the Multiple Project Fund (Note 4).Mead-Adelanto Project-The Authority entered into an agteement dated as of December 17, 1991 to acquire a 67.92/o interest in the Mead-Adelanto Project (MA), a transmission line extending between the Adelanto substation in Southern California and the Marketplace substation in Nevada.The Authority has entered into transmission service contracts for the entire capability of its inter-est with nine members of the Authority on a"take or pay" basis.In addition, the Authority has administrative responsibility for accounting for the sepamte ownership interest in the project by WAPA, who is providing sepamte funding ($17,088,000 and$16,282,000 at June 30, 1996 and 1995, respectively) for its interest.Funding was provided by a transfer of funds from the Multiple Project Fund (Note 4).Commercial operations commenced in April 1996.LADWP serves as both construction manager and operations manager.Multipie Project Fund-During fiscal year 1990, the Authority issued Multiple Project Revenue Bonds for net proceeds of approxi-mately$600 million to provide funds to finance costs of construc-tion and acquisition of ownership interests or capacity rights in one or more then unspecified projects for the generation or trans-mission of electric energy.In August 1992, the Authority's Board of Directors approved a resolution authorizing the use of certain proceeds of Multiple Project Revenue Bonds to finance the Authority's ownership inter-ests in the Mead-Phoenix and Mead-Adelanto projects.Tmnsfers made from the Multiple Project Fund are sufficient to provide for the Authority's share of the estimated costs of acquisition and construction of these two projects, including reimbursement of planning, development and other related costs.San Juan Project-Effective July 1, 1993, the Authority purchased a 41.80/o interest in Unit 3, a 488 megawatt unit and related common facilities, of the San Juan Generating Station (SJGS)from Century Power Corpomtion.

Unit 3 is one unit of a four-unit coal-fired power genemting station in New Mexico.The Authority allocated the$193 million purchase price to the estimated fair value of the utility plant ($190 million)and to materials and supplies ($3 million).The purchase has been financed through the issuance of approximately

$237 million (par value)of San Juan Project Revenue Bonds.The Authority has entered into power sales contracts for the entire capability of its interest with five members of the Authority on a"take or pay" basis.Nota 2-Summary of Significant Accounting Pollclcs: The financial statements of the Authority are presented in confor-mity with generally accepted accounting principles, and substan-tiaHy in conformity with accounting principles prescribed by the Federal Energy Regulatory Commission and the California Public Utilities Commission.

The Authority is not subject to regulation by either of these regulatory bodies.The financial statements represent the Authority's share in each jointly-owned project.The Authority's share of direct expenses of jointly-owned projects are included in the corresponding operat-ing expense of the statement of opemtions.

Each owner of the jointly-owned projects is required to provide their own financing.

Utility Plant-The Authority's share of aH expenditures, including geneml administmtive and other overhead expenses, payments-in-aid of construction, interest net of related investment income, deferred cost amortization and the fair value of test power gener-ated and delivered to the participants are capitalized as utility plant construction work in progress until a facility commences commercial operation.

The Authority's share of construction and betterment costs associated with PVNGS is included as utility plant.Depreciation expense is computed using the straight-line method based on the estimated service life of thirty-five years.Nuclear fuel is amortized and charged to expense on the basis of actual thermal energy pro-duced relative to total thermal energy expected to be produced over the life of the fuel.Under the provisions of the Nuclear Waste Policy Act of 1982, the Authority is charged one mill per kilowatt-hour, by the federal governmen, on its share of electricity pro-duced by PVNGS, and such funds will eventually be utilized by the fedeml government to provide for PVNGS'nuclear waste disposal.The Authority records this charge as a current year expense.The Authority's share of construction and betterment costs associated with STS, MP, MA and SJGS are included as utility plant.Depreciation expense is computed using the stmight-line method based on the estimated service lives, principally thirty-five years for STS, MA and MP and twenty-one years for SJGS.Interest costs incurred by the MP and MA projects through the date commercial operations commenced (April 1996)are capital-ized in utility plant.Total interest costs capitalized were$11,827,000 and$15,769,000 in fiscal 1996 and 1995, respectively, for the MA project and$3,881,000 and$5,175,000 in fiscal 1996 and 1995, respectively, for the MP project.Arlvnnces for Capacity and Enegp-Advance payments to USBR for the upmting of the 17 genemtors at the Hoover Power Plant are included in advances for capacity and energy.These advances are being reduced by credits on billings to participants for energy and capacity.Nuclear Decommissioning

-Decommissioning of PVNGS is projected to commence subsequent to the year 2022.Based upon an updated study performed by an independent engineering firm, the Authority's share of the estimated decommissioning costs is$85.5 million in 1995 dollars ($390 miHion in 2022 dollars assum-ing a 6'/0 estimated annual inflation mte).The Authority is provid-ing for its share of the estimated future decommissioning costs over the remaining life of the nuclear power plant (25 to 27 years)through annual charges to expense which amounted to$12.5 mil-lion and$13.4 million in fiscal 1996 and 1995, respectively.

The decommissioning liability is included as a component of accu-mulated depreciation and was$88.1 million and$75.6 million at June 30, 1996 and 1995, respectively.

A Decommissioning Fund has been established and partiaHy funded at$33.9 million at June 30, 1996.The Decommissioning Fund earned interest income of$700,000 during fiscal 1996.Dnnvlifion nnd Site Reclamation

-Demolition and site reclamation of SJGS, which involves restoring the site to a"green" condition which existed prior to SJGS construction, is projected to commence subsequent to the year 2014.Based upon a study performed by an independent engineering firm, the Authority's share of the esti-mated demolition and site reclamation costs is$18.7 million in 1992 dollars ($65.3 million in 2014 dollars using a 6%estimated annual inflation rate).The Authority is providing for its share of the estimated future demolition costs over the remaining life of the power plant (18 years)through annual charges to expense of$3.1 million.lIie demolition liability is included as a component of accumulated depreciation and was$9.3 million and$6.2 million at June 30, 1996 and 1995, respectively.

As of June 30, 1996, the Authority has not billed participants for the cost of demolition nor has it established a demolition fund.Unamortized Debt Expenses-Unamortized debt issue costs, including the loss on refundings, are being amortized over the terms of the respective issues and are reported net of accumulated amortization.

Total deferred loss on refundings, net of accumulated amortization, was$378,070,000 and$393,440,000 at June 30, 1996 and 1995, respectively.

ing and each consecutive five years thereafter.

The Authority made its first rebate payment of$3.8 million during fiscal year 1995.The next rebate payment to the IRS is due in fiscal year 2000.ReclassrJicafious

-Certain reclassifications have been made in the fiscal year 1995 financial statements to conform to the fiscal year 1996 presentation.

Use of Estimntes-The preparation of financial statements in con-formity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contin-gent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the report-ing period.Actual results could differ from those estimates.

Inveshunlts

-Investments include United States Government and governmental agency securities and repurchase agreements which are collateralized by such securities.

Additionally, the Mead-Phoenix Project, the Mead-Adelanto Project and the Multiple Project Fund's investments are comprised of an investment agree-ment with a financial institution earning a guaranteed rate of return.The Southern Transmission System Project has debt service reserve funds associated with the 1991 and 1992 Subordinate Refunding Series Bonds invested with a financial institution under a specific investment agreement allowed under the Bond Indenture earning a guaranteed rate of return.Investments available for sale are carried at aggregate fair value and changes in unrealized net gains or losses are recorded sepa-rately.Investments are reduced to estimated net realizable value when necessary for declines in value considered to be other than'emporary.

Gains and losses realized on the sale of investments are generally determined using the specific identification method.As discussed in Note 3, all of the investments are restricted as to their use.Cash ruid Cash Equivalents

-Cash and cash equivalents include cash and all investments with original maturities less than 90 days.Revenues-Revenues consist of billings to participants for the sales of electric energy and of transmission service in accordance with the participation agreements.

Generally, revenues are fixed at a level to recover all operating and debt service costs over the commercial life of the property (see Note 6).Debt Experrse-Debt expense includes interest on debt and the amortization of bond discounts, debt issuance expense and loss on refunding costs.Arbitrage Rebate-A rebate payable to the Internal Revenue Service (IRS)results from the investment of the proceeds from the Multiple Project Revenue Bond offering in a taxable financial instrument that yields a higher rate of interest income than the cost of the associated funds.The excess of interest income over costs is payable to the IRS within five years of the date of the bond offer-Fund Construction Debt Service Rcvcnuc Reset,u and Contingency Geneml Rcservc Pu'Ib disburse funds for the acquisition and mnstruction of the Project.To pay interest and pdncipal related to the Revenue Bonds.To initMly receive all revenues and disburse them to other funds.To pay operating expenses Ib pay capital Improlvments and make up defidcndcs in other funds.To make up any defidencies in other funds.Advance Ibymcnts lb disburse funds for thc mst of acquisition of capadty.Proceeds Acmunt To initially receive the proceeds of the sale of the hiultiple Project Revenue Bonds.Earnings Account Tb reccivc immtment earnings on the Multiple Prelect Revenue Bonds.Revolving Fund To pay the Authority's operating expenses.Decommissioning Fund To accumulate funds rcLued to the future decommissioning of PVNGS, Issue Fund Escrow account-Subordinate Refunding~Series'Ib initially receive pledged revenues associated with the applicable subordinated refunding series'Indenture of Thrst and pay the related interest and principaL To initially recrive pledged revenues assodated with Component 3 of the 1993 Subordinate Refunding Cross'eries'Indenture of Trust and pay the rekt ted interest and principal.

Acquisition Acmunt To disburse funds for the acquisition and constmction of the Mead-Phoenix, Mead-Adeianto and San juan pmjects.All of the funds listed above, except for the Revolving Fund, are held by the respective trustees.Note 3-Special Funds: The Bond Indentures for the six projects and the Multiple Project Fund require the following special funds to be established to account for the Authority's receipts and disbursements.

The moneys and investments held in these funds are restricted in use to the purposes stipulated in the Bond Indentures.

A summary of these funds follows:

Palo Verde Project-The balances of the funds required by the Bond Indenture are as follows, in thousands:

Hoover Uprrfting Project-The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1995 1995 Debt Service Fund-Dcbt Senrice Acmunt Debt Senrice Reserve Account Revenue Fund Operating Fund Reserve and Contingency Fund Demnunissioning Trust Fund Issue Fund Revolving Fund Contractual maturities:

Within one>sea After one year through 6ve)'eas After 6ve>eas thmugh ten yeas After tcn yeas$51~74,420 5 20,130 25,924 34,131 13,026 45$219,067$51394 74,160 5 20.134 26,107 33,740 13,026 45$218,611$69,781$69+91 136,279 136,148 3,187 3,252 9,820 9~$219,067$218,611$57 457 81,497 1 31,141 16,776 24503 12,486 45$218,906$52,467 81,077 1 31,026 17,075 2~14486 45$218,680 Advance payments Fund Operating-irking Capital Fund Debt Scnrice Fund-Debt Service Account Debt Service Reserve Account General Reserve Fund Revolving Fund Contractual maturitics:

Within one year After one>ear through 6ve>eas W90 3,122 5+18$11,634 9,631$11,634 2390 3,121 5316$11,631 9 628$11,631$2,437 563 1,440 3,078 2,911 13$10,442$2,437 563 1,429 3,068 2,914 13$10,424 In addition, at June 30, 1996 and 1995, the Authority had advances to USBR of$10,119,000 and$11,903,000, respectively.

Soufheni Transmission Sysfern Project-The balances in the special funds required by the Bond Indenture are as follows, in thousands:

Mead-Phoenix Project-The balances in the special funds required by the Bond Indenture are as foHows, in thousands:

Construction fund-Initial Facilities Amount Debt Service Fund-Debt Service Account Debt Service Reserve Account Operating Fund General Reserve Fund Issue Fund Escmsv Account-Subordinatc Refunding~Series Revolving Fund Contractual maturities:

Within one>ear After one year thmugtt 6ve)'Mls After five yeas through ten)'eas After ten)seas 21,921 86,220 6,015 4,194 77,024 21,896 86,189 6,007 4,194 76,794 31,480 66,672 5,987 9~77,768 31/91 66,857 5,987 9~2 77P79 346,474 15$542,098 343,903 15$539,233 355,101 15$546,779 353,188 15$544,882$102,008$101,975 80,852 80g03 36,972 34,189 322,266 322,266$542.098$539,233$235$235$223$223 Acquisition Acmunt Debt Service Fund-Debt Savice Account Debt Service Reserve Account Issue Fund Revenue Fund Operating Fund Revolving Fund Contractual maturities:

Within one)ea After one>sea through 6ve>seas After ten years Fair Amati'ail Value Cost Value$12571$1%71$19,830$19,830 4,976 6,133 64 239 6$23,989 4,967 6,133 64 239 6$23,980 4,444 6,132 4,924 6$35~4444 6,132 M73 6$35,285$~9$2+89 1,242 1,233 20,358 20&8$23,989$23,980 Fair moonized Fair Value Cost Value Mead-Arlelnnfo Project-The balances in the special funds required by the Bond Indenture are as follows, in thousands:

In addition, at June 30, 1996 and 1995, the Authority had non-interest bearing advances outstanding to IPA of$19,550,000.

Acquisition Account Debt Savice Fund-Dcbt Service Account Debt Service Rcserm Acmunt Issue Fund Revenue Fund Operating Fund Revolving Fund Contractual maturities:

Within one year After one year thmugh 6ve yeas After ten>ears 15,194 16,865 71 264 6$69379 15,166 16,865 71 264 6$69&1 1'4353 17,040 16/17 6$83,661 12m 17,010 16+46 6$83A90$6,794$6,789 4,161 58,424$69379 4,138 58,424$69,351$36,979$36,979$37,745$37,745 Multiple Project Fund-The balances in the special funds required by the Bond Indenture are as follows, in thousands:

Proceeds Account Earnings Account Contractual maturities:

Within one year After ten years$256,830$256,830$256/30 3,278 3,278 1~$260,108$260,108$258.214$9,220$9,220 250,888 250g88$260,108$260,10S$256,830 1~$258,214 San Juan Project-The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1995 Fair Fair Value Cost Vatue Operating Account Operating Reserve Account Acquisition Account Debt Service Fund-Dcbt Service Account Debt Service Reserve Account Rcscrve and Contingency Fund Revolving Fund$1,238 7 527 8,607 18,031 13077$41,787$1,23S 7 527 8597 18,031 13~$41,783$1,618 2 112 6,017 18,026 11,224 15$37.014$1,618 2 112 6,017 18,026 11,252 15$37,012 Contractual matunties:

Within one year After one year tluough five)'eius After ten years$7,613$7,613 16,149~16,145 18,025 18,025$41,787$41,783 Project Investnfent Sales-There were no proceeds from sales of investments during fiscal 1996 or 1995.Note 4-Long-tcrnt Debt: Reference is made below to the Combined Schedule of Long-term Debt at June 30, 1996 for details related to all of the Authority's out-standing bonds.Palo Verde Project-To finance the purchase and construction of the Authority's share of the Palo Verde Project, the Authority issued Power Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of July 1, 1981 (Senior Indenture), as amended and supplemented.

The Authority also has issued and has outstanding Power Project Subordinate Refunding Series Bonds issued under an Indenture of Trust dated as of January 1, 1993 (Subordinate Indenture).

The Subordinate Refunding Bonds were issued to advance refund certain bonds previously issued under the Senior Indenture.

The bond indentures provide that the Revenue Bonds and Subordinate Refunding Bonds shall be special, limited obligations of the Authority payable solely from and secured solely by (1)pro-ceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to the Palo Verde Project (see Note 6)and interest on all moneys or securities (other than in the Construction Fund)held pursuant to the Bond Indenture and (3)all funds estab-lished by the Bond Indenture.

At the option of the Authority, all outstanding Power Project Revenue Bonds and Subordinate Refunding Term Bonds are subject to redemption prior to maturity, except for the 1996 Subordinate Refunding Series A which is not redeemable.

The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2003 (1986 Series A Bonds and 1987 Series A Bonds), 2005 (1989 Series A Bonds), 2010 (1993 Series A Bonds), and 2008 (1996 Subordinate Refunding Series B).Scheduled principal maturities for the Palo Verde Project during the five fiscal years following June 30, 1996 are$25,690,000 in 1997,$22,220,000 in 1998,$23,580,000 in 1999,$25,145,000 in 2000, and$12,860,000 in 2001.The average interest rate on out-standing debt during fiscal year 1996 and 1995 was 5.8%and 6.0%, respectively.

Southern Transnnssion Systmn Project-To finance payments-in-aid of construction to IPA for construction of the FIS, the Authority issued Transmission Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of May 1, 1983 (Senior Indenture), as amended and supplemented.

The Authority also has issued and has outstanding Tmnsmission Project'Revenue Bonds 1991 and 1992 Subordinate Refunding Series issued under Indentures of Trust dated as of March'I, 1991 and June 1, 1992, respectively.

The 1991 and 1992 subordinated bonds were issued to advance refund certain bonds previously issued under the Senior Indenture.

The bond indentures provide that the Revenue Bonds and the Subordinate Refunding Series Bonds shall be special, limited oblig-ations of the Authority payable solely from and secured solely by (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to STS (see Note 6)and interest on all moneys or securities (other than in the Construction Fund)held pursuant to the Bond Indenture and (3)all funds established by the Bond Indenture.

All outstanding Tmnsmission Project Revenue and Refunding Bonds, at the option of the Authority, are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2003 (for the 1986 Series A Bonds), 2002 (1986 Series B Bonds)and 2007 (1988 Series A Bonds).Scheduled principal maturities for FIS during the five fis-cal years following June 30, 1996 are$10,845,000 in 1997,$21,565,000 in 1998,$22,790,000 in 1999,$10,200,000 in 2000, and$10,115,000 in 2001.The average interest mte on outstanding debt during fiscal year 1996 and 1995 was 8.3%.Hoover Uprating Project-To finance advance payments to USBR for application to the costs of the Hoover Upmting Project, the Authority issued Hydroelectric Power Project Revenue Bonds pur-suant to the Authority's Indenture of Trust dated as of March 1, 1986 (Bond Indenture).

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from and secured solely by (1)the proceeds from the sale of the bonds, (2)all revenues I'rom sales of energy to participants (see Note 6), (3)interest or other receipts derived from any moneys or securities held pursuant to the Bond Indenture and (4)all funds established by the Bond Indenture (except for the Interim Advance Payments Account in the Advance Payments Fund).At the option of the Authority, all outstanding Hydroelectric Power Project Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2007 for the 1991 Series A Bonds maturing on October 1, 2010 and fiscal year 2011 for the 1991 Series A Bonds maturing on October 1, 2017.Scheduled principal maturities for the Hoover Upmting Project during the five fiscal years following June 30, 1996 are$1,085,000 in 1997,$1,'130,000 in 1998,$1,230,000 in 1999,$1,285,000 in 2000, and$1,400,000 in 2001.The avemge interest mte on outstanding debt during fiscal year 1996 and 1995 was 5.8'/0 and 6.1'/0, respectively.

During fiscal 1995, the Authority repurchased

$340,000 of out-standing Hydroelectric Power Project Revenue Bonds with excess funds in the Advance Payments Fund.Multiple Proj ect Fund-To finance costs of construction and acqui-sition of ownership interests or capacity rights in one or more projects expected to be undertaken within five years after issuance, the Authority issued Multiple Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of August 1, 1989 (Bond Indenture), as amended and supplemented.

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)with respect to each authorized project, the revenues of such authorized project, and (3)all funds established by the Bond Indenture.

In October 1992,$103,640,000 and$285,010,000 of the Multiple Project Revenue Bonds were transferred to the Mead-Phoenix Project and the Mead-Adelanto Project, respectively, to finance the estimated costs of acquisition and construction of the projects.A total of$153,500,000 of the outstanding Multiple Project Revenue Bonds are not subject to redemption prior to maturity.At the option of the Authority, the balance of the outstanding bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2006 for the 1989 Series Bonds.The first scheduled principal maturity for the Multiple Project Revenue Bonds is$8,645,000 in fiscal year 2000.The aver-age interest rate on outstanding debt during fiscal year 1996 and 1995 was 6.8'/0.Mead-Phoenix Project-To finance the Authority's ownership inter-est in the estimated cost of the project,$103,640,000 of the Multiple Project Revenue Bonds were tmnsferred to the Mead-Phoenix Project in October'1992.In March 1994, the Authority issued and has outstanding

$51,835,000 of Mead-Phoenix Revenue Bonds under an Indenture of Trust dated as of January'1, 1994 (Bond Indenture).

The proceeds from the Revenue Bonds, together with dmwdowns from the Debt Service Fund and Project Acquisition Fund, were used to advance refund$64,840,000 of the Multiple Project Revenue Bonds previously transferred to the Mead-Phoenix Project.The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to Mead-Phoenix (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding Mead-Phoenix Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2018 for the 1994 Series Bonds.The first scheduled principal maturity for the Mead-Phoenix Revenue Bonds is$1,295,000 in fiscal year 2000.The aver-age interest rate on outstanding debt during fiscal year 1996 and 1995 was 6.00/.Mead-Adelanto Proj ect-To finance the Authority's ownership inter-est in the estimated cost of the project,$285,010,000 of the Multiple Project Revenue Bonds were tmnsferred to the Mead-Adelanto Project in October 1992.In March 1994, the Authority issued and has outstanding

$173,955,000 of Mead-Adelanto Revenue Bonds under an Indenture of Trust dated as of January 1, 1994 (Bond Indenture).

The proceeds of the Revenue Bonds, together with dmwdowns from the Debt Service Fund and Project Acquisition Fund, were used to advance refund$178,310,000 of the Multiple Project Revenue Bonds previously transferred to the Mead-Adelanto Project.The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, 1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to Mead-Adelanto (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding Mead-Adelanto Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund install-ments to be made beginning in fiscal year 2018 for the 1995 Series Bonds.The first scheduled principal maturity for the Mead-Adelanto Revenue Bonds is$3,560,000 in fiscal year 2000.The avemge interest rate on outstanding debt during fiscal year 1996 and 1995 was 5.9'/0 and 6.0'/0, respectively.

San juan Project-To finance the costs of acquisition of an owner-ship interest in Unit 3 of the SJGS, the Authority issued San Juan Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of January 1, 1993 (Bond Indenture).

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to San Juan (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding San Juan Project Revenue Bonds are subject to redemption prior to maturity.'Ihe Bond Indenture requires mandatory sinking Eund install-ments to be made beginning in fiscal year 2012 for the 1993 Series A Bonds.The scheduled principal maturities for the San Juan Project Revenue Bonds during the five fiscal years following June 30, 1996 are$6,035,000 in 1998,$6,275,000 in 1999,$6,540,000 in 2000 and$6,825,000 in 2001.The average interest rate on out-standing debt during fiscal year 1996 and 1995 was 5.3'lo.ReJiaiding Bonds-In April 1996, the Authority issued$152,905,000 of Palo Verde 1996 Subordinate Refunding Series A Bonds to refund$163,355,000 of previously issued Palo Verde 1987 Refunding Series A Bonds and issued$58,870,000 of Palo Verde 1996 Subordinate Refunding Series B Bonds to refund$18,555,000 and$40,315,000 of previously issued Iblo Verde 1986 Refunding Series B and 1987 Refunding Series A Bonds, respectively.

The refunding is expected to reduce total debt service payments over the next 13 years by approximately

$50,967,000 (the difference between the debt service payments on the old and new debt)and is expected to result in a net present value savings of approxi-mately$29,537,000.

In March 1994, the Authority issued$51,835,000 of Mead-Phoenix Project Revenue Bonds and$173,955,000 of Mead-Adelanto Project Revenue Bonds to refund$243,150,000 of previously issued Multiple Project Revenue Bonds which were transferred to the Mead-Phoenix and Mead-Adelanto projects during fiscal year 1993.The partial refunding of the original issue within five years of its issuance triggered a recalculation of the arbi-trage yield.The recalculation resulted in a higher arbitrage yield which reduced the rebate liability of the Authority.

At June 30, 1996, cumulative savings due to the rebate calculation amounted to$6,401,924.

This amount was allocated$1,707,180 and$4,694,744 to the Mead-Phoenix and Mead-Adelanto Projects, respectively.

In July 1992, the Authority issued$475,000,000 of Southern Tmnsmission Project Revenue Bonds to refund$385,385,000 of previously issued bonds.Principal and interest with respect to the 1992 bonds are allocated into four separate components.

Each of components 1, 2 and 3 is secured by, and payable from, invest-ments in its escrow fund until scheduled crossover dates.Component 4 proceeds of$14,100,000 were used to advance retund approximately

$9,000,000 of bonds in fiscal year 1993.On the Component 1 Crossover date (January 1, 1994), Component 1 proceeds of$13,959,000 were used in fiscal 1994 to advance reEund$13,455,000 of previously issued bonds.On the Component 2 Crossover date (January 1, 1995), Component 2 proceeds of$5,519,000 were used in fiscal 1995 to advance refund$5,335,000 of previously issued bonds.Proceeds from Component 3 of$343,921,000 were placed in an irrevocable trust and will be used to redeem$313,050,000 of bonds currently included within long-term debt at scheduled call dates.The combined refunding is expected to reduce total debt service payments over the next 25 years by approximately

$52,585,000 and is expected to result in an ovemll net present value savings of approximately

$25,060,000.

Until the bonds to be refunded by Component 3 are called, interest on the bonds is payable from interest earned on invest-ments with a financial institution under a specific investment agreement purchased out of the proceeds of the sales and held in bank escrow accounts.After the monies in the escrow accounts are applied to redeem the bonds to be called, primarily through fiscal 1997, interest on the bonds will be payable from revenues.The trust account assets ($343,898,000 in escrow accounts and$2,410,000 in unamortized debt expense at June 30, 1996)and liabilities

($347,388,000, net of bond discounts, at June 30, 1996)for Component 3 are included in the Authority's financial statement.

The revenue bonds to be refunded are also included in the finan-cial statements until the scheduled call date, at which time the refunded bonds and related trust account assets will be removed from the balance sheet and the cost of refunding the debt will be included in unamortized debt expenses.In January 1992,$70,680,000 of Mo Verde Special Obligation Crossover Series Bonds were issued, the proceeds of which were placed in an irrevocable trust and will be used to redeem$69,125,000 of bonds currently included within long term debt at scheduled call dates.Until the bonds to be reEunded by the Mo Verde Special Obligation Crossover Series Bonds are called, interest on the Mo Verde Special Obligation Crossover Series Bonds is payable f'rom interest earned on securities of the United States Government pur-chased out of the proceeds of the sales and held in bank escrow accounts.After the monies in the escrow accounts are applied to redeem the bonds to be called, primarily through 1996, interest on the Iblo Verde Special Obligation Crossover Series Bonds will be payable from revenues.The trust account assets and the liability for the Palo Verde Special Obligation Crossover Series Bonds are not included in the Authority's financial statements.

At June 30, 1996 and 1995,$63,849,000 and$70,959,000, respectively, of these trust assets have been offset against the Palo Verde Special Obligation Crossover Series Bonds.On July 1, 1995, the crossover date for the Mo Verde Special Obligation Bonds Series A, trust assets in escrow of$7,131,000 were used to advance reEund$7,125,000 of previously issued bonds.At June 30, 1996 and 1995, the aggregate amount of debt in all projects considered to be defeased was$3,535,075,000 and$3,305,725,000, respectively.

Iuterest Rate Swap-In fiscal year 1991, the Authority entered into an Interest Rate Swap agreement with a third party for the purpose of hedging against interest mte fluctuations arising from the issuance of the Transmission Project Revenue Bonds, 1991 Subordinate Refunding Series as variable mte obligations.

The notional amount of the Swap Agreement is equal to the par value of the bond ($291,700,000 and$292,000,000 at June 30, 1996 and 1995, respectively).

The Swap Agreement provides for the Authority to make payments to the third party on a fixed mte basis at 6.38'lo, and for the third party to make reciprocal payments based on a variable rate basis (3.1'/o and 3.9'lo at June 30, 1996 and 1995, respectively).

The bonds mature in 2019.

COMBINED SCHEDULE OF LONG-TERM DEBT AT JUNE 303 1996 fin th7outanA)

Principal:

Palo Verde Project Revenue and Refunding Bonds Southern I?ansmission System Project Revenue and Refunding Bonds 1985A 1985B 1986A 1986B 1987A 1989A 1992A 1992C 1993Sub 1993A 1996A 1996B 1986A 1986B 1988A 1991A 1992 Comp 1,2,4 1992 Comp 3 1993A I/ate oJ Sate 05/22/85 07/02/85 03/13/86 12/16/86 02/11/87 02/1S/89 01/01/92 01/01/92 03/01/93 03/01/93 02/13/96 02/29/96 03/18/86 04/29/86 11/22/88 IN/17/91 07/20/92 07/20/92 07/01/93 Effntloe Interest Rate 9.7%9.1%8.2%7.2%6.9%7.2%6.0%6.0%55%55%4.4%44%8.0%75%7.2%6.4%6.1%6.1%S.4%Maturity on July I 1996 to 1999 1996 to 2000 1996 to 2006 1996 to 2017 1996 to 2017 1996 to 2015 1996 to 2010'1996 to 2010 1996 to 2017 1996 to 2017 1996 to 2017 1996 to 2017 1996 to 2021 1996 to 2023 1996 to 2015 2019 1996 to 2021 1996 to 2021 1996 to 2023 Total$1,070 5,610 71,220 96,450 43,720 287,705 7,265 15,620 98,200 270,035 152,905 58 870 1,108,670 107@00 401570 154,085 291,700 40,639 431,766 125 865 Hoover Uprating Project Revenue and Refunding Bonds.1986A 1991'8/13/86 8.1%08/01/91 6.2%1996 to 2017 1996 to 2017 4,160 31695'ultiple Project Revenue Bonds Mead-Phoenix Project Mead-Adeianto Project Multiple Project.1989 1989 1989 01/01/90 7.1%01/IN/90 7.1%01/04/90 7.1%1999 to 2020 1999 to 2020 1999 to 2020 38,800 106,700 259 100 Mead-Phoenix Project Revenue Bonds Mead-Adelanto Projed Revenue Bonds San Juan Project Revenue Bonds Total principal amount Unamortized bond discount: Mo Verde Project Southcmltansmission System Project Hoover Uprating Project Mead-Phoenix Project Mead-Adelanto Project........Multiple Projed Fund San Juan Project Total unamortized bond discount Long-tenn debt due within one year'lbtal long-term debt, net (including Subordinate Refunding Crom'eries) 1993 03/01/94 53%03/01/94 53%06/01/93 5.6%2006 to 2015 2006 to 2015 1997 to 2020 51 835 173 955~257 75~365 015 (101,823)(1S9,935)(3~9)(4,218)(12,650)(16313)~8899 30742 43 655$3.213.933 Note S-Disclosures about Fair Value of Financial Instrumcntsr The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is pmc-ticable to estimate that value: Long-tenn debt/Special Obligation Crossover Series Bonds/Subordinate Refiutding Crossover Series-The fair value of the Authority's debt is estimated based on the quoted market prices for the same or sim-ilar issues or on the current avemge rates offered to the Authority for debt of approximately the same remaining maturities, net'of the effect of a related interest rate swap agreement.

The fair values of the Authority's financial instruments are as follows (in thousands):

Abets: Cash and cash equivalents Escrow account Subordinate Refunding Crom'eries Decommissioning fund Investments Liabilities:

Debt Suboniinate Refunding~Series Fait Fatr Vitue Cost Wue$173,798$173,798$120,610$'120,610 346,468 33,865 597,831 343,898 33,474 597,427 345,782 343,921 24503 24~682,916 682,442 2,910,200 3,210,790 2,933,261 3,198~347@88 385,516 347,782 377,700 OJIBalarree Shert Ffrtanrfal Iastrurrrents:

Spedal Obligation Crammer Series Bonds~escrow accounts 63,415 63,849 67,739 63,849 70,680 75+00 70,959 70,959 Noto 5-Power Sales and Transmission Scrvlco Contracts:

The Authority has power sales contmcts with ten participants of the Palo Verde Project (see Note 1).Under the terms of the con-tracts, the participants are entitled to power output from the PVNGS and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on Power Project Revenue Bonds and other debt.The contracts expire in 2030 and, as long as any Power Project Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

The Authority has tmnsmission service contmcts with six partic-ipants of the Southern Transmission System Project (see Note 1).Under the terms of the contracts, the participants are entitled to tmnsmission service utilizing the Southern Tmnsmission System Project and are obligated to make payments on a"take or pay"basis Cnsh and cash equivalents-The carrying value approximates fair value because of the short maturity of those instruments.

Investnlents/Decouunissioning fiui/Escroto account-Subordinate Refiutding Crossover Series/Crossover escrow accounts-The fair values of investments are estimated based on quoted market prices for the same or similar investments.

for their proportionate share of operating and maintenance expenses and debt service on Tmnsmission Project Revenue Bonds and other debt.The contmcts expire in 2027 and, as long as any Transmission Project Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In March 1986, the Authority entered into power sales contmcts with six participants of the Hoover Upmting Project (see Note 1).Under the terms of the contmcts, the participants are entitled to capacity and associated firm energy of the Hoover Uprating Project and are obligated to make payments on a"take or pay" basis for their proportionate share of opemting and maintenance expenses and debt service whether or not the Hoover Upmting Project or any part thereof has been completed, is operating or is operable, or its service is suspended, interfered with, reduced or curtailed or ter-minated in whole or in part.The contracts expire in 2018, and as long as any Hydroelectric Power Project Revenue Bonds are out-standing, cannot be terminated or amended in any manner which win impair or adversely affect the rights of the bondholders.

In August 1992, the Authority entered into transmission service contracts with nine participants of the Mead-Phoenix Project (see Note 1).Under the terms of the contracts, the participants are enti-tled to transmission service utilizing the Mead-Phoenix Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on the Multiple Project and Mead-Phoenix Revenue Bonds and other debt, whether or not the Mead-Phoenix Project or any part thereof has been completed, is operating and operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The contracts expire in 2030 and, as long as any Multiple Project and Mead-Phoenix Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In August 1992, the Authority entered into transmission service contracts with nine participants of the Mead-Adelanto Project (see Note 1).Under the terms of the contmcts, the participants are entitled to transmission service utilizing the Mead-Adelanto Project and are obligated to make payments on a"take or pay"basis for their proportionate share of operating and maintenance expenses and debt service on the Multiple Project and Mead-Adelanto Revenue Bonds and other debt, whether or not the Mead-Adelanto Project or any part thereof has been completed, is operating and operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The con-tracts expire in 2030 and, as long as any Multiple Project and Mead-Adelanto Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In January 1993, the Authority entered into power sales contracts with five participants of Unit 3 of the San Juan Project (see Note 1).Under the terms of the contmcts, the participants are entitled to their proportionate share of the power output of the San Juan Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and mainte-nance expenses and debt service on the San Juan Revenue Bonds, whether or not Unit 3 of the San Juan Project or any part thereof is operating or operable, or its senrice is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The con-tracts expire in 2030 and, as long as any San Juan Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

GAAP items not induded in billings to partidpants:

Depreciation of plant Amortization of bond discount, debt issue costs, and mst of refunding Nudear fuel amortization Decommissioning expense Interest cxpcnse l4Luue Bseat Mance tune30, 1996 tune 30, 1995 Aetnt 1996$348328$49323$397,651 206,470 18,650 75.233 23,165 37,745 898 7,610 22,798 244,215 19W8 82,843 45,963 Bond requirements induded in billings to participants:

Operations and maintenance, net of investment inmrnc Costs of acquisition of capacity-SIS Reduction in debt service billings duc to transfer of excess funds prind pal repayments Other (67,253)(18/50)78,658 (222,130)~31 740$411,031 (21,062)(11,099)(39N9)~3858$42,796 (88315)(18~)67W9 (261,689)~35598$453W7 Note 7-Costs Rccoverablc from Future Billings to Participants:

Billings to participants are designed to recover"costs" as defined by the power sales and transmission service agreements.

'Ihe billings are structured to systematically provide for debt senrice requirements, opemting funds and reserves in accordance with these agreements.

Those expenses, according to generally accepted accounting principles (GAAP), which are not included as"costs" are deferred to such periods when it is intended that they be recovered through billings for the repayment of principal on related debt.Costs recoverable from future billings to participants are comprised of the following:

system established by the legislation.

The Bill also mandates the collection of a public benefit charge from all electric utility customers in the state.Although these funds (currently estimated at 2.5'/o of gross revenues)must be spent on renewable resources, conservation, research and development, or low income rate subsidies, the governing authority of each consumer-owned utility will control actual expenditures.

As a participant in the PVNGS, the Authority could be subject to assessment of retroactive insumnce premium adjustments in the event of a nuclear incident at the PVNGS or at any other licensed reactor in the United States.The Authority is involved in various legal actions.In the opinion of management, the outcome of such litigation or claims will not have a material effect on the financial position of the Authority or the respective separate projects.Note 9-subsequent Events: On July 1, 1996, the crossover date for the Palo Verde Special Obligation Bonds Series B, trust assets held in escrow of$63,415,000 were used to advance refund$62,000,000 of previously issued bonds.In August 1996, the Authority issued$89,570,000 of Mo Verde 1996 Subordinate Refunding Series C bonds to refund$95,015,000 of 1986 Refunding Series B bonds.The refunding is expected to reduce total debt service payments over the next 20 years by approximately

$24,713,000 (the difference between the debt service payments on the old and new debt)and is expected to result in a net present value savings of approximately

$16,955,000.

In September 1996, the Authority issued$42,245,000 of Transmission Project Revenue Bonds, 1996 Subordinate Refunding Series A and$121,065,000 of Transmission Project Revenue Bonds, 1996 Subordinate Refunding Series B to refund$68,720,000 and$127,100,000 of the STS 1986 Refunding Series A and B, respec-tively.The refunding is expected to reduce total debt service payments over the next 10 years by approximately

$6,029,000 (the difference between the debt senrice payments on the old and new debt)and is expected to result in a net present value savings of approximately

$3,372,000.

Note 8-Commltmcnts and Contlngenclest On August 31, 1996, the California State Legislature approved Bill AB 1890 (Bill)which provides for broad deregulation of the power generation industry in California.

The Bill, which is pending approval by the Governo, requires the participation of the state'three investor-owned utilities.

Consumer-owned utilities can participate on a voluntary basis but must hold public hearings as part of its decision making process.The Bill, which was supported by the Authority, authorizes the collection of a transition charge for generation when a consumer-owned utility opens its service area to competition and participates in the independent transmission SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SUPPLEMENTAL FINANCIAL INFORMATION INDEX Palo Verde Pro ect Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Opemtions for the Years Ended June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Southern Transmission S tern Project Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Opemtions for the Years Ended June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Hoover Upratlng Pro ect Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Opemtions for the Years Ended June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Mead.Phoenix Project Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Opemtions for the Three Months Ended June 30, 1996 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and'1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Mead-Adelanto Project Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Operations for the Three Months Ended June 30, 1996 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Multi lo Pro ect Fund Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 San Juan Project Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Operations for the Years Ended June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL BALANCE SHEET fin uh7uuranh)

Utility plant: Production

.Tlallsnusslon General Less-Acaunulatal depreciation Construction work in progress Nudcar fueL at amortized cost Net utility plant.Special funds: Available for sale at fair value: Decommissioning fund.lnvcstmcnts Interest receivable Cash and cash equivalents Accounts receivable

.Materials and supplies Costs recoverable from future billings to participants Unrealized loss on investments in funds available for sale ASSETS$613,608 14,146 4569 380@02 9~13 223 403 030 33,474 115,746 1,512 67 879 218 611 9,240 204,945 junc 50, 1995$611,771 14,146 M74 628,491 219 881 408,610 9,683 12716 431,009 24~143,600 1 223~49 354 218 680 912 9,618 197/15 Unamortized debt expenses, less accumulated amortization of$65,795 and$71+25'Ibtal assets.204,693$1,041,713 209 740$'1.067,700 Long-tenn debt Current liabilities:

Long-term debt due within one year Acaued interest Accounts payablc and acaued expenses Total aurcnt liabilities Commitments and contingencies Total liabilities LIABILITIES

$981,155 25,690 24~10~$1,041,713 23,855 30,685'16 770 71310$1.067,700 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS t176 tl74744547ndS) 1996 Y674r Enhd june 30, 1995 Operating revenue: SaIes of electric energy.Opetatmg expenses: Nudear fuel.Other operations Maintenance Depreciation

.Deconunissioning Total operating expenses Operating income.Investment income Income before debt expense Debt expense Costs recoverable from future billings to participants

$135464 7,949 25,815 6317 18,425~1497 64,461 10,886 ($7,430)5 129,180 8,150 25+07 7,825 19,145 13 401 9963 65@20 77 976 (3 176567 5te tx7tts t474i7x3Ã471 tt44tr777677ts.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS fin thttsanat&s)

Cash flows from operating activities:

Costs recoverable from future billings to partidpants

.Adjustments to amve at net cash provided by (used for)operating activitics-Depreciation

..Decommissioning

.Amortization of nudear fuel.Amortization of debt costs Changes in assets and liabilities:

Decommissioning fund Interest receivable Accounts receivable Materials and supplies.Other assets.Accrued interest.Accounts payable and accrued expenses..Net cash provided by operating activities Cash flows from investing activities:

Payments for construction of faciTity.Purchases of investments Proceeds frotn sale/maturity of investments Nct cash provided by (used for)investing activities Cash flows from capital and related financing activities:

Payment of pnndpal on long-term debt lbyment of bond issue costs..Payment for defeasance of rcvcnue bonds Proceeds from issuance of refunding bonds Net cash used for capital and related financing activities Net increase (decease)in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of year Supplemental disdosure of cash flow information:

Cash paid during the year for interest (net of amount capitalized) 1996 ($7rI30)18,425 17497 7,949 24,428 (8,971)(289)174 378 55 (6,150)~643 34 629 (10,892)(154,685)1~16 732 (23,855)(4,832)(233,632)229 483 (32,836)18/25~49$67,879$64,499 Year Enkd tuna 30, ($12,656)19,145 13,401 8,150 16,607 (1,297)127 131 729 (2)(719)3 241 46 837 (9/69)(97,108)68,891 37 786 (22425)(13/54)~6708 8 49384$62.089 Se notes tofinant7a!

staten3tne.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 30$1996 fin hurusandsi Mance at June 30, 1995 9 22rrantis-Detrt RSserre&surtNtg gemue Rettenue Operating Gintingeruy issue Funds Fund Fimd Fund Fund Fimd I&11 7tttal 3 137,133 5-$30 948 3 16$74 S 12,4S2$24.490$216 627 Additions:

Investment earnings Distribution of investment camings.Discount on investment purchases Revenue from power sales Distribution of rcvenucs Transfers to csaow for refundings

..Transfer from escrow for prinopal and interest payments 4,409 (5,734)1,971 49 81,922 (10,413)379 634 31 8,604 3 129,180 (138,843)78 951 834 (1,213)513 37 39,603 (93)~11 06 1,100 (1,000)336 6 3,989 (2,886)~10 81 616 (657)41 5325 4,046 749 8,004 7,739 3,287 129,272 (9,268)380 099 Total 451 838 4 28 614~1126~972 9176 S11129 Deductions:

Construction expenditures Operating cxpcnditures

..Fuel costs.....

Bond issue costs Ibyment of principal Intcrcst paid Premium and interest paid on investments Payment of principal and interest on esaow bonds 23,855 55,130 202 3SO 099 31,041 8,457 115 3,060 58 3.173 131 3,060 5 31,046 8,457 3.173 23,855 60,793 506 380 099 Mance at Junc 30, 1996 459 236 39 613 3118 8 836 186 510 989$124,685$4$19,949$25582$13,017$33,530$216,767 1his schedule sununarizes the rccdpts and disbursements in funds requited under thc Bond Indenture and has been prepared from the trust statements.'Ihe balances in thc funds consist of cash and investments at original cost.These balances do not indudc aeaued interest receivable of$1,245 and$1,223 and Decommissioning Fund acaued intaest receivable of$267 and$138 at june 30, 1996 and 1995, respectively, nor do they include total amortized net investmcnt discounts of$788 and$918 at june 30, 1996 and 1995, respectively.'Ihese balances also do not indude utuealizcd loss on investments in funds available for sale of$456 and$226 at Junc 30, 1996 and 1995,~ly.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPLEMENTAL BALANCE SHEET f172~)Utihty plant: Transnusslon General Less-Accumulated depreciation Construction work in progress Nct utiTity plant ASSETS$674,606 18 893 693,499 194 127 499 372 199S$675+01 18,893 694,194~174 92 519,802 1 212 321034 Special funds: Available for sale at fair value: Investments Escrow account-Subordinate Refunding Crosamr Series Advance to Intennountain power Agency.Interest receivable Cash and cash equivalents Accounts receivable Costs recoverable hum future billings to participants Unrealized loss on investments in funds available for sale Unamortized debt expenses, less accumulated amortization of$59,752 and$51,415 Total assets 102,842 343,898 19/50 2,169~90 24 558 7S3 203,787 164 247$1.431,741 144,476 343,921 19~1,807 54 678 564 432 2,469 183,154 1,897$1.445.746 Long-tenn debt Subordinate Refunding Crossover Series Current liabilities:

Long-tenn debt due within one year Accrued interest Accounts payable and acaued expenses Total cunent liabilities

.Commitments and contingcndes Total liabilities LIABILITIES

$1 034 757 10,845 38,436 315 49 596$1,431,741$1,042,002 347 782 14325 39/79 2,258$1,445.746 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS iin huus(tnds)

Opemting revenue: Sales of tmnsmission services Operating expenses: Other opemtions Maintenance Depreciation

.Total opcmting expenses Opcmting income Investment income Income before debt expense Debt expense Costs rccovemblc from fuhue billings to participants

$$5297 10,192 5,236 20 329 49~0 ($20.633)Yav Erukd June 30, 1995 11,839 4,498 19 735 36072 85,263 ($160(0)&e notts t()fi)u(ntt((l tt()tt)ntnls.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPLEMENTAl STATEMENT OF CASH FLOWS (bi thou54uur51 Cash flows from operating activities:

Costs remvcrable from future billings to participants

.Adjustments to anivc at net cash provided by (used for)operating activities-Depreciation Amortization of debt msts Write-off of construction work in progress msts Changes in assets and liabilities:

Interest receivable

.Accounts receivable Other assets.Accrued interest..Accounts payable and accrued expenses Net cash provided by operating activities Cash flows from investing activities:

Payments for construction of facility.Purchases of investments

~from sale/maturity of investments Net cash provided by (used for)investing activities Cash flows from capital and related financing activities:

Payment for defeasance of revenue bonds Repayment of principal on long-term debt Net cash used for capital and related flnancing activities Nct increase in cash and cash equivalents Cash and cash cqirivalents at beginning of year Cash and cash equivalents at end of>ear Supplemental disdosure of cash flow information:

Cash paid during thc year for interest (nct of amount capi~($20,633)20329 11,739 1313 (362)(218)(943)~7943 9282 (154,904)~395 93 40 689 14,3~243 35,646$90324$88370 Year Enkd June 30, 1995 ($1~)19,735 11'15 1,940 17 10,773~))29 497 (315)(94,425)90 462~4,278 (5,479)~13 615 19 094 6,125 5 54.678 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 30$I 996 ffn t 67usands)GSnstnution Fund.Initial Dtt7t F8uititus Se727ite Ament Fund Cc7urul Ot7entting Fund teese727e Issue Fund Fund Balance at June 30, 1995$222 3 115959 8 6822 8 94N$77128$343S69$~54 6N Additions:

Investment earnings Distribution of investment earnings Revenue from transmission sales Distribution of revenue..Transfer from escrow for principal and interest payments 12 6,485 (5,710)42,530 463 635 9,408 (596)83,953 (78,891)(5@03)3,102 6,182 50,942 18~7 (9,284)(9,278)29,264 83,953~1911 Total 12 56,216 14 933~264 N 226 5 126128 Deductions:

Operating expenses.Payment of principal Intcrcst paid Payment of principal and interest on esaow bonds Premium and interest paid on investment purchases Other 41/76 1/921 1,267 39 14,904 14+25 14/25 19,286 60,862 26575 39,496 1/06 949 949 Total 55 764 14 9N 39 61 135 131 842 Balance at Junc 30, 1996$234$106,411$6.051$4,157$76,219$343,874$536,946 This schedule sununarizes the receipts and disbursements in funds ettuited under the Bond Indenture and has been prepared from thc tmst statements.

The bahnces in the funds consist of cash and investments at original cost.These balances do not indude acaucd interest receivable of$2,169 and$1,807 at June 30, 1996 and 1995, respectively, nor do they indude total amortized net investment discounts of$2,983 and f4312 at June 30, 1996 and 1995, respectably.112ese bahnccs do not indude ueaeat'zcd loss on investmcnts in funds avaihble for sale of$2 865 and$1 897 at June 30, 1996 and 1995, respectively.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL BALANCE SHEET tin thousanh)Special funds: Investments available for saic at fair value.Advances for capacity and energy, nct Interest receivable Cash and cash equivalents ASSETS$9,628 10,119 6 1 997 31 750 1995$7,653 11,903 26 2,745~327 Accounts receivable Costs rcawcrable fiom future billings to partlcipants Unrealized loss on investments in funds availablc for sale..Unamortize debt expenses, less accumulated amortization of$937 and$795 Total assets.19 7,538 3~37$32,617 7,299 18 3 12 5 33.156 Long-tenn debt Current liabilities:

Long-term debt due within one year Accrued interest Accounts payablc and accrued expenses Total current liabilities Commitments and contingencies

.Total liabilities LIABILITIES 3 30 931 1,085 489 62 1,636$32,617$31,977.610 500 69 1.179$33,156 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS tin uhousan61$

)Operating revenue: Sales of electri energy.Operating expenses: Capacity charges..Energy charges Other operations Reimbursement of advances for capacity and energy Total operating~............

Operating income.Investment income Income before debt cxpcnse Debt expense Costs rmwerablc from future billings to participants 1996$3349 1,011 844 342 3 1,149 874 ($239)Yrar&cbtfuno30, 1995$3W9 1,207 832 360 12 2,411'1,158 514 1,672 MIO ($693)

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS f178 rru7us457ds)

Cash flows from operating activities:

Costs recoverable from future billings to partidpants

..Adjustments to anivc at net cash used for operating activities:

Amortization of debt costs Changes in assets and liabilities:

interest receivable Accounts receivable Other assets Accrued interest Accounts payablc and accrued expenses.Net cash provided by (used)for operating activities Cash fiows from investing activities:

Purchases of investments

~from salelmaturity of investments Advances for capacity and energy, net Nct cash used for investing activities Cash Qows from capital and related financing activities:

Payment for defeasance of revenue bonds Repayment of principal on long-term debt..Net cash used for capital and related financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at bcy'nning of year Cash and cash equivalents at cnd of year Supplemental disdosurc of cash Row information:

Cash paid during ycar for interest (net of amount capitalized) 1996 ($239)294 20 (19)(22,665)20,705 1,784 610 610 (748)2,745$1,997 5 1.978 Yi44r Eekd fuze 30, 1999 ($638)21 (18)~94 (11~6)9,491 1 415~640 (319)~860 1 179 5451 5 0,745$2059 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 30$I 996 (tn thousanA)Wortdng Fund Dtbt Debt Stroke G$7ural S$7$7irc Rtsrrre Rts$7225 Am7unt Ament Ament Tbtal Balance at June 30, 1995$~410$-$-3 u0$1435$3018~$876$~10 64 Additions:

Investment earnings Distribution of investment earnings Discount on investment purchases.Revenue from paver sales.....Distribution of revenues Thnsfer from escrow for principal and interest payments Total 16 193 85 2 2 (2)256 43 3,330 165 (3,342)~2393 147~751~099 355 (29)3.177~433 5 842~382 37~383 33 1S2 3 (90)(11S)(213)289 211 628 3,330~318~613 Deductions:

Advances for capacity and energy Payment of principal Administrative expenditures Interest paid Premium on investment p~........

Payment of principal and interest on escrow bonds 75 117 610 1,978 24418 37 75 610 348 1,978 37 70418 Total Balance at June 30, 1996 311 117$-$4 906 37 560$&71$3,083$5,259$11511 This schedule summarizes the receipts and disbursements in funds required under the Bond Indenture and has been prepared from the trust statements.'Ihe bahnces in the funds consist of cash and innstmcnts at orighai cost These balances do not indude accrued interest rcccivablc of$6 and$26 at June 30,'l996 and 1995, respectively, nor do they indude total amortized net investment discount of$117 and$52 at June 30, 1996 and 1995, respectively.'Ihese bahnces aho do not indude~loss on investments in funds avaihble for sale of$3 and$18 at June 30, 1996 and 1995, respectively.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL BALANCE SHEET 119$~)Utility plant: Transmission Geneml Less: Accumulated depreciation ASSETS$48/07 1 921 50,278 846 1995 Construction work in progress Net utility plant..Special funds: Investments available for sale at fair value.Interest receivable Cash and cash equivalents Accounts rcccivable Costs recoverable from future billings to participants Unrealized loss on investments in funds available for saIc Prepaid expense Unamortized debt expenses, less accumulated amortization of$1,257 and$736.49,432 3 116 5~8 21591 841 1~8 1,750 1+94 9 26$89595$39119 39,179 32,759 1,246 1 280 35 285 1,963 51 2,003 10 608$88.889 Long-term debt Current liabiTitics:

Acaucd interest Accounts payable Total current liabilities

.Commitments and contingencies Total liabiTities LIABIUTIES

$86,417 2,588 590 3,178$89395$86,267$88.889 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD PHOENIX PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30$1996*fin housan4ts)

Operating revenue: Sales of tmnsmission services Operating expenses: Other operations

.Maintenance

.Depredation Total operating expenses Investment income Income before debt expense Debt expense Costs recoverable from future billings to participants 213 13 342 (342)410 1462 ($1264)See notes lo financid stalen$ents'Operations commenced April 1996.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS f/2$6$6uSa226b)Cash flows from operating activities:

Cost recoverable from future billings to participants Adjustments to amve at net cash provided by (used for)operating activities:

Depreciation

.Amortizafion of debt costs..Changes in assets and liabilities:

Intcrcst receivable

..Accounts receivable Other assets Accounts payable Net cash provided by operating activities

.Cash flows from investing activities:

Interest received on investmcnts Payments for construction of facility Purchases of investments Proceeds from sale/maturity of investments Reimbursement from WAPA..Nct cash (used for)provided by investing activities Cash flmvs from capital and related financing activities:

Payment of interest on long-term debt..Payment for bond issue costs Net cash used for capital and related finandng activities Net Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disdosure of cash flow information:

Cash paid during the period for interest (net of amount capitalized)

$1 94 342 167 405 213 1,977 556 (13,208)(3,264)16L474 1 280$2668 1995 4,251 (21410)(2,725)26,078 83 6 312 (5,093)~8 5 102 1,275$1.2M SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD PHOENIX PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FORTHE YEAR ENDED JUNE 30$1996 tin thus427uh)

Dd7t$$727ue Sc777k>>R2s$727s It7n7rnus issue Otscnt ting Aaount 6tc727unt Fund Fund Fund Tbt6d Balance at June 30, 1995$18972$4288$8916$$4994$$34,170 Additions:

Investment earnings'itansfer of investments Reimbursement from WAPA'iiansmission revenue...

Transfer of monthly transmission costs Total Deductions:

Construction

<<xpendihues Interest paid Premium and interest paid on investment purchases Operating expenses..1 644 435 (435)~2!t7t 89 2,441 80 360 297 297~881 8~5,176 89 60 8,536 2,642~629 60'13,861 Nance at June 30, 1996$12,080$2367$5,916$65$Z525$237$23,190 1Ius schedule sununarizcs the receipts and isbursemcnts in funds~under the Bond Indenture and has been prepared from the trust statements.1hc balances in the funds consist of cash and investments at orighal cost.'Ihese balances do not indude accrued intent receivable of$841 and$1,246 at June 30, 1996 and 1995, respectively, nor do they indude total amortized net investment premiums of$42 and$80 at June 30, 1996 and 1995, respecuvely.

1hese balances do not indude unrealized loss on investments in funds available for sale of$9 and$51 at June 30, 1996 and 1995, espectimly.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD ADELANTO PROJECT SUPPLEMENTAL BALANCE SHEET fin thousands)

UtiTity plant: Transmission General Less: Accumulated depreciation Construction work in progress Net utility plant..Special funds: Investments available for sale at fair value Interest receivable Cash and cash equivalents Accounts receivable Costs recoverable from future billings to participants Unrealized loss on investments in funds available for saic ASSETS 1996$171,068 164 171 232 1 255'169 977 62,562 2,285 69 1 4,741 jun@30 1995$154 011 154 011 76,235 2,976 4,279 4,669 Prepaid expense Unamortized debt expenses, less accumulated amortization of$3582 and$2,098 Total assets 28125$276,669 29 607$275.481 Long-term debt Current liabilities:

Accrued interest Accounts payable Total current liabilities

.Commitments and contingencies Total liabilities LIABILITIES 7,884 780 8,664$276,669~$267 61 7,885 35$278,481 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30s 1996*tIn t7asananh)

Operating revenue Sales of transmission services Opcratlng expenses: Other operations

.Maintenance Depredation Total operating expenses Operating loss Investment income.Income before debt expense Debt expense.Costs recoverable from future billings to participants

$172 145 27 1 132 1 132 1 174 42 4,425 (3 3233)See notes to financia statements.

'Operations commenced April 1996.

SOUTHERN CALIFORNIA PUIILIC POWER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS tin thousands)

Cash flows from opemting activities:

Cost recoverable

&om future billings to participants Adjustments to anive at net cash provided by (used for)operating activities:

Depreciation Amortization of debt costs.......

Changes in assets and liabilities:

Interest receivable

..Accounts receivable Prepaid expense Acaued interest Accounts payable Net cash provided by operating adivities.Cash flows from investing activities:

Interest received on investments

..Payments for construction of facility Purchases of investments Proceeds horn sale/maturity of investments Rcimburscment from WAPA........

Nct cash (used for)provided by investing adivities Cash flows from capital and related financing activities:

Payments of interest on long-term debt Payment for bond issue costs Net cash used for capital and related Gnancing activities Net increase in cash and cash cquivalcnts Cash and cash equivalents at beginning of year Cash and cash equivalents at cnd of year Supplemental disdosure of cash flow information:

Cash paid during the period for interest (net of amount capitalized) 1996 ($4+83)1.132 482 691 (72)3,467 (I)745 (15,652)(9,184)23,000 4 279$4~1995 11+16 (71,033)(4,627)84,113 19797 (15,487)~$7 15 18 4,279$4.279 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 300 I 996 fin thousands)

Acquisition Aemunl Debt Shia Aimunt Debt$7727ioe Reseirle Operating Issue Reoenue Aemunt Fund Fund Fund Tbta!Balance at June 30, 1995 3 36,134 S 11793 S 16267 3 S 16,760 S Additions:

Investment camings Transfer of investment earnings Reimbursement from WAPA.Transfers to opemting fund Tmnsmission revenue 3,217 13 772 1,196 1,196 (1,196)451 517 1 S,704 13 (451)521 521 Total 3 230'1,968 452 517 Deductions:

Construction expenditures Interest paid Premium and interest paid on investment purchases Operatmg expenses.Total 3,697 7,264 2 3 699 7 264 189 8,505 298 3,697 15,769 298 191 189 0840-19 93S Mance at June 30, 1996 3 6497 3 16.267 S 263$8,474$71 3 67.237 1Ms schedule summarizes the receipts and d'sbursements in funds requital under the Bond Indenture and has been prepared from the trust statements.

The bahnces in thc funds consist of cash and investments at origlnal cost.These balances do not indude acctucd interest receivable of$2285 and$2,976 at June 30, 1996 and 1995, rcspomvcly, nor do they indude total amortized nct investment premiums of$143 and$269 at June 30, 1996 and 1995,~vcly.These balances do not indude unrealized loss on investments in funds available for sale of$28 and$171 at June 30, 1996 and 1995, respectively.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL BALANCE SHEET tin thousands)

Special funds: Investments available for saic at fair va!ue Interest receivable Total assets ASSETS 1996$250,888 9220$260,108 June 30, 1995$249,020 9 194$258.214 LIABILITIES Long-term debt Arbitrage rebate payablc Accounts payable to Mead-Phoenix Project and Mead-Adelanto Project Deferred credits Current liabilities:

Accrued interest Commitments and contingcncics

'otal liabilities

$~24 786 6 402 8,256 5 u0,108$242,107 6,632 1,141 8 257$258.214 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL STATEMENT OF CASH FLOWS fln thousands)

Cash flows from operating activities Cash flows from investing activities:

Interest received on investments Arbitrage payment Purchases of investmcnts

~from sale/maturity of investmcnts Net cash provided by investing activities Cash flows from capital and related financing activities:

Payments of interest on long-term debt Nct cash used for capital and financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash cquivalcnts at cnd of year 18+80 (1,868)~I6 12 16 12 16512 Year Ended June 30, 1995 18,470 (3,757)(1,958)3 757 16/12 16 12 16 12 Sre notre tofina7dal ttaten7enls.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 3031996 ff72~)Mance at June 30, 1995$247 727 842772ingS 44274472t$1 293$249020 Additions:

investment earnings......

Transfer to earnings account Transfer to debt service account 18,208 (16512)16 12 172 16412~16 512 18,380 Total Deductions:

interest paid Total Balance at June 30, 1996$249,423~16 12~16 12 16 512 172~13 16 512~16 12 S 1,465 This schedule summarizes the receipts and disbursements in funds required under the Bond indenture and has been prepared from the trust statements.1he Mances in the funds consist of investments at original cost.'Ihese balances do not indude accrued interest receivable of$9,220 and$9,19I at June 30, 1996 and 1995, espectbely.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN jUAN PROIECT SUPPLEMENTAL BALANCE SHEET t17$4$627nids)Utility phut: Production General Less-Accumulated depreciation Construction work in process Net utility plant.Special funds: Investments available for sale at fair value Interest receivable Cash and cash equivalents Accounts receivable

..Materials and supplies Costs recoverable from future billings to participants ASSETS$183,309 8613 191,922 36 622 155+00~31 158 Ml 34,170 67 7 546 41,783 3~9 31,780 1995$183~7 688 190,997 24,415 166/82 2,488 169 070 28,699 69 8 274 37,042 1,891 3,679 Unrealized loss (gain)on investments in funds availablc for sale Unamortized debt expenses, less accumulated amortization of$942 and$628 Total assets$239,972 (28)3,461$238,178 Long-term debt Current liabilities:

Long-tenn debt due within one year Accrued interest Accounts payable Total current liabiTitics

.Commitments and contingencies Total liabilities LIABILITIES

$222,444 6,035 5,994 5,499 17528$239.972 S 228,167 5,994 4,017 10,011$238.178 SOLITHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS fin Ohuusan)ts)

Operating revenue: Sales of electric energy.Operating expenses: Other operations Maintenance Depreciation

.Decommissioning Total operating expenses Operating income (loss)Investment income Income before debt expense Debt cxpcnsc Costs recoverable from future billings to participants 1996$50 117 314 35,760 9,095 3 113 48 282 1,835 3,897 1 614 (S 8,717)year Ended june A, 1995 316 38511 9,095 3 112 51 534 (180)1/70I~1595 ($13894)Sa notes tofinane2a!

statemaine.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT'SUPPLEMENTAL STATEMENT OF CASH FLOWS fin~)Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to arrive at net cash provided by (used for)operating activitics-Depreciation

.Decommissioning costs Amortization of debt costs..Changes in assets and liabilities:

Interest receivable Accounts receivable Materials and supplies Other assets Accounts payable Net cash provided by operating activities Cash flows from inv4csting activities:

Payments for construction of facility Purchases of investments Proceeds from sale/maturity of investments Net cash used for investing activities

.Nct decrease in cash and cash equivalents...

Cash and cash equivalents at beginning of year Cash and cash equivalents at cnd of year Supplemental disclosure of cash flow information:

Cash paid during the year for interest (net of amount capitaliizcd)

($8,717)9,095 3113 626 2 946 110 56 1482 6 713 (1,938)(14370)8 S67 441 (728)8 274$7~6$11,988 Yem Ended June 30, 1995 ($10,894)9,095 3112 610 (59)(669)1/40 81 711~327 (1,861)(12749)19 918 3 692 (365)8639 8 8.274 3 11.988 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED JUNE 300 1996 f178~)Mance at June 30, 1995 Debt Drt7t$57$48te Stroke Rsme 44$27477r 44828477r$-$1&93$-$112$5,994$18,025$11 179$36943 Additions:

Investment earnings Distribution of investment earnings Discount on investment purchases...

Revenue from power sales Distribution of revenues Refund from Cenhuy Ibwcr Corporation 32 54 1,945 (64)4 10 S2933 (54,914)38,249 12 54 1,061 (168)(1,061)114 14+15 537 (652)112 2,145 1,750 242 S2,933 400 Total 38 249 414~14 15~142~55 25 Deductions:

Payment for construction

..Administmtive

<<xpcnditures Interest paid.Total Mance at June 30, 1996 1,938 36,691 38 629$1,253 11 988 11 988 1,938 36,691 11 983 50617$5$526$8621$18025$13021$41651 1hts schedule surnmarizcs the receipts and~cuts in funds rc4luired under the Bond Indenture and has been prepared from the trust statements.lhe balances in the funds consist of cash and investments at original cost.1hese balances do not indudc accrued intent receivable of$67 and$69 at June 30, 1996 and 1995, respectively, nor do they indude total amortized net investment discount of$69 and$2 at June 30, 1996 and 1995, respectively.

These balances do not indude unrealized loss (gain)on Investments in funds available for sale of$4 and ($28)at June 30, 1996 and 1995, respectively.

~~I~~~0'0~~~~~~g

SOUTHERN CALIF<ORNIA PUBLIC POWER AUTHORITY REPORT AND FINANCIAL STATEMENTS AND SUPPLE<MENTAL FINANCIAL INFORMATION JUNE 80, 1996 AND 1998 I

400 South Hope Street Telephone 213 236 3000 Los Angetes, CA 90071.2889 Price Paterhouse Lsz REPORT OF INDEPENDENT ACCOUNTANTS September 10, 1996 To the Board of Directors of the Southern California Public Power Authority In our opinion, the accompanying combined balance sheet and the related combined statements of operations and of cash flows present fairly, in all material respects, the financial position of the Southern California Public Power Authority (Authority) at June 30, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.

These financial statements are the responsibility of the Authority's management; our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for the opinion expressed above.In our opinion, the accompanying separate balance sheets and the related separate statements of cash flows of the Authority's Palo Verde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project, Multiple Project Fund and San Juan Project and the separate statements of operations of the Authority's Palo Verde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project, and San Juan Project present fairly, in all material respects, the financial position of each of the Projects at June 30, 1996, and their cash flows, and the results of operations of the Authority's Palo Verde Project, Southern Transmission System Project, Hoover Uprating Project, Mead-Phoenix Project, Mead-Adelanto Project and San Juan Project for the year then ended in conformity with generally accepted accounting principles.

These'inancial statements are the responsibility of the Authority's management; our responsibility is to express an opinion on these financial statements based on our audits.We, conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, An audit includes examining, on a test basis, evidence l I I~~I~I~

The Board of Directors September 10, 1996 Page 2 supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for the opinion expressed above.Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.The supplemental financial information, as listed on the accompanying index, is presented for purposes of additional analysis and is not a required part of the basic financial statements.

This information is the responsibility of the Authority's management.

Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

I l I

SOIyfHERN CALIFORNIA PUBLIC POWER AUTHORITY CotfBI D B A (in thousands)

Palo Verde Em'outhern Transmission System~&oaf Hoover Uprating Emmy une 30 hfead-Phoenix hfead-hfultiple Adelanto Project JMaL~id San June 30, Juan 1995~t~a Utility plant: Production Transmission Ceileral$613,608 14,146 S 674,606~~5~88$48/07~7$171,068 164 S 183,309 8~$967,985$795,080'?37,223 689,447~228't~2 1K Less-Accumulated depreciation 630,323 693,499~9dhU,~JRI 50,278 171,232~u 191,922 1,737,254 1,513,682~KfbIR~2JUl Construction work in progress'Nuclear fuel, at amortized cost 380@02 9/03~225 499,372 49,432 3,116 169,977 155,300 1,254,383 1,09f,994 3,501 16,120 206,573~iu'Net utility plant Special funds: Available for sale at fair value (Note 2): Decommissioning fund'Investments Escrow account-Crossover series Advance to Intemountaln Power Agency<<Advances for capacity and energy, net Interest receivable Cash and cash equivalents 33,474 115,746 1,512~7879 102,842 S 9,628 343,898 19+50 10,119 2,169 6 90 374 I 2u 403 030~92~37~880~uz773~34 83 24403 682,442 343,921 19,550 11,903 16~1~9hlQ 33,474 21491 62462 S 250,888 34,170 597,427 343,898 19+50 10,119 811 2485 9/20 67 16,100~725~73 XK~53u 438783 21730 73980~2a4<<MOtu25~LJ>u~7~3!~26u Accounts receivable hlaterials and supplies Costs receive from future billings.to participants

'Unrealized loss on investments in funds available for sale ,Prepaid construction costs Prepaid expenses Unamortized debt expenses, less accumulated amortization of$132,265 and$127,197 in 1996 and 1995 738 9,240 20I,9IS 456 2,687 19 1,750 203,787 7+38 1@9h 4,741 2,865 (6,402)9IS 3/69 313780 4,478 12,809 5,272 13,297 453,827 411,031 28 3,365 2@35 59536 26~07~888~28 2 3 090~4348~42 508 t J 01~73~1431 741~32 617~89 595 aata~660~253 706~23 7g~3366 0 3 t 3~00 73 Long-turn debt$981,155 5 1,034,757$30,981$86,417$268,005 S 242,786 3 222,444 5 2,866,545$2,894,471 Subordinate Refunding Crossover Series Ariiitrage rebate payable Defencd credits 347@88 2,664 347,388 2,664 347,782 77 1,141 Cuncnt liabilities:

Long.tenn debt due within one year'Accrued interest Accounts payable and accrued expenses Total cuncnt liabilities 25,690 10,845 1,085 6,035 43,655 38,790 24435 38,436 489 2,588 7,884 8,256 5,994 88,182 95,288~333~3~~90 7110~22~'~7 23 183~suit~49 06 I&16~78~l~~852~728~4~~z22!2 Comiuitmcnts and contingencies

~II'~13~43~74~32 6 7~IIO 505~276 669~25 706~23~07~~3~03~!I 400 73 The accompanying notes arc an inteyal part of these{inancial statements.

I I'l I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY COMBINED STATEMENT OF OPFRATIONS (In thousands)

Year Ended une 30 1996 Southern Palo Transmission Hoover Verde System Uprating~Pro'ect~Pro'ect~Pro eat Mead-Phoenix~Pro'act Mead-Adelanto San Juan~Pro'ect~Pro ect Total Year Ended June 30, 1995 Operating revenues: Sales of electric energy Sales of transmission services S 135,464 85 297 S 3,349 S 50,117 S 188,930 S 183,603 226 g 172 85 695 91 250 Total operating revenues 135 464 85 297 3 349 226 172 50 117 274 625 274 853 Operating cxpcnses: Amortization of nuclear fuel Other operations Maintenance Depreciation Decommissioning 7,949 25,815 6,317 18,425 12 497 10,192 2,200 5,236 20,329 213 13 342 145 27 1,132 314 35,760 9,095 3 113 7,949 38,879 47,353 49,323 15 610 8,150 39,873 50,834 47,975 16 513 Total operating expenses 71 003 35 757 2 200 568 1 304 48 282 159 114 163 345 Operating income (loss)Investment income Income before debt expense 64,461 49,540 75,347 78,533 10 886 28 993 1,149 874 2,023 (342)410 68 (1,132)1,835 115,511 3,897 159,910 1 174 2 062 44 399 111,508 23 884 135,392 Debt expense 82 777 99 166 2 262 1 462 4 425 12 614 202 706 174 140 Costs recoverable from future billings to participants

~7430~20 633~239~1394~4383~8717~42 796~38 748 The accompanying notes are an integral part of these financial statements.

4 l l I I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY 8 M W (In thousands)

Cash flows from operating activities:

Costs recoverable from I'uture billings to participants Adjustments to arrive at net cash provided by (used for)operating activities-Depreciation Decommissioning Amortization of nuclear fuel Amortization of debt costs Write-off of construction work in progress costs Changes in assets and liabilities:

Decommissioning I'und Interest receivable Accounts receivable hlaterials and supplies'Other assets Accrued interest Accounts payablc and accrued expenses Net cash provided by operating activities (S 7,430)(S 20,633)(S 239)(S 1,394)(S 4,383)18,425 12,497 7,949 24,428 20/29 342 1,132 11,739 294 167 482 1,313 (8,971)(289)174 378 55 (6,150)~6823 (362)(218)20 (19)405 213 1,977 (943)(11)~2653~~jd 691 (72)3,467 (I)~2IZ 9S~266~06 Palo Southern Hoover hfead-hfead-hfultiplc Verde Transmission Uprating Phoenix Adelanto Project 205991 2252052272991

&0555>U22j2a U4225a Year Ended San June 30, Juan 1995 Total 9,095 3,113 626 49,323 15,610 7,949 379736 47,975 16,513 8,150 29,050 1,313 2 946 110 56 (8,971)467 1,024 488 5,555 (7,105)~56OQ (1,297)437 1,402 2,069 117 10,036~QK (S 8,717)(S 42,796)(S 38,748)Cash flows from investing activiticst Interest received on investments Arbitrage payment Pa>ments for construction of facilities Purchases of investments Proceeds from sale/maturity of investments Advances for capacity and energy, net Reimbursement from WAPA (10,892)(154,685)(154,904)182,309 195,593 (22,665)20,705 19784 (13,208)(3,264)14,474 (15,652)(9,184)23,000 S 18,380 (1,938)(1,868)(14@70)8,867 18@80 (41,690)(360,940)444,948 1,784 34,037 (3,757)(104,088)(230,693)299,265 1,415~1 Net cash provided by (used for)investing activities

~473 40 659 Qyyjj~zjjy~22j~hjz~yddjj~62 0~37 0 Cash flows from capital and related financing activities:

Payments of interest on long-term debt Proceeds from sale of bonds Papncnt for defeasance of revenue bonds Repapnent of principal on long.term debt'Pa>ment for bond issue costs 229,483 (233,632)(23,855)~403 (14325)(610)(16512)(16,512)(37,092)229,483 (233,632)(5,798)(38,790)(36,900)~484~40j Net cash used for capital and related financing activities M2R)-UkhRS~7dQS Net increase (decrease) in cash and cash equivalents 18,525 35,646 (748)268 225 (728)53,188 (4,746)~K@II~~~K~12-~I~~ME~~3k Cash and cash equivalents at beginning of year C h d h~141 I 0 d fy~67II7 Supplemental disclosure oi'ash flow inforrnationt Cash paid during the year for interest (net of amount capitalized) hZ0~%S j~t7~540~4507 t.~7546 5 173 798~120 610 jy 64 49z~00 37II~ja70 t, s,~6us~II 903~87 347~00 700 The accompanying notes arc an Integral part of these flnancial statements.

l I l I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY NOTES TO I INANCIAL STATEMENTS NOTE 1-ORGANIZATION AND PURPOSE: Southern California Public Power Authority (Authority), a public entity organized under the laws of the State of California, was formed by a Joint Powers Agreement dated as of November 1, 1980 pursuant to the Joint Exercise of Powers Act of the State of California.

The Authority's participant membership consists of ten Southern California cities and one public district of the State of California.

The Authority was formed for the purpose of planning, financing, developing, acquiring, constructing, operating and maintaining projects for the generation and transmission of electric energy for sale to its participants.

The Joint Powers Agreement has a term of fifty years.The members have the following participation percentages in the Authority's interest in the projects at June 30, 1996 and 1995:~Partici ants Southern Palo Transmission Hoover Mead-Mead-San V s s II i h i Ad]City of Los Angeles City of Anaheim City of Riverside Imperial Irrigation District City of Vernon City of Azusa City of Banning City of Colton City of Burbank City of Glendale City of Pasadena 6.5 4.9 1.0 1.0 1.0 4.4 4,,4, 4,.4.4.5 2.3 5.9 67.0%59.5%17.6 5.4 10.2 42.6%31.9 4.2 2.1 3.2 16.0 51.0%1.0 1.0 1.0 15.4 14.8 13.8 14.7 9.8 14.7 2.2 1.3 2.6 11.5 11.1 9.8 8.6 24.8%35.7%24.2 13.5 4.0 13.5~l.%~1,%~1 The members do not currently participate in the Multiple Project Fund.Mead-Phoenix participation reflects three ownership components (see below).Palo Verde Pro'ect The Authority, pursuant to an assignment agreement dated as of August 14, 1981 with the Salt River Project (Salt River), purchased a 5.91%interest in the Palo Verde Nuclear Generating Station (PVNGS), a 3,810 megawatt nuclear-fueled generating station near Phoenix, Arizona, and a 6.55%share of the right to use certain portions of the Arizona Nuclear Power Project Valley Transmission System (collectively, the Palo Verde Project).

I I NOTE 1: (Continued)

As of July 1, 1981, ten participants had entered into power sales contracts with the Authority to purchase the Authority's share of PVNGS capacity and energy.Units 1, 2 and 3 of the Palo Verde Project began commercial operations in January 1986, September 1986, and January 1988, respectively.

Southern Transmission S stem Pro'ect The Authority, pursuant to an agreement dated as of May 1, 1983 with the Intermountain Power Agency (IPA), has made payments-in-aid of construction to IPA to defray all the costs of acquisition and construction of the Southern Transmission System Project (STS), which provides for the transmission of energy from the Intermountain Generating Station in Utah to Southern California.

The Authority entered into an agreement also dated as of May 1, 1983 with six of its participants pursuant to which each member assigned its entitlement to capacity of STS to the Authority in return for the Authority's agreement to make payments-in-aid of construction to IPA.STS commenced commercial operations in July 1986.The Department of Water and Power of the City of Los Angeles (LADWP), a member of the Authority, serves as project manager and operating agent of the Intermountain Power Project (IPP).Hoover U ratin Pro'ect The Authority and six participants entered into an agreement dated as of March 1, 1986, pursuant to which each participant assigned its entitlement to capacity and associated firm energy to the Authority in return for the Authority's agreement to make advance payments to the United States Bureau of Reclamation (USBR)on behalf of such participants.

The USBR has declared that the Project was substantially complete as of September 30, 1995 with minor work scheduled to be completed in the spring of 1997.The Authority has an 18.68%interest in the contingent capacity of the Hoover Uprating Project (HU).All seventeen"uprated" generators of the HU have commenced commercial operations.

Mead-Phoenix Pro'ect The Authority entered into an agreement dated as of December 17, 1991 to acquire an interest in the Mead-Phoenix Project (MP), a transmission line extending between the Westwing substation in Arizona and the Marketplace substation in Nevada.The agreement provides the Authority with an 18.31%interest in the Westwing-Mead project component, a 17.76%interest in the Mead Substation project component and a 22.41%interest in the Mead-Marketplace project component.

The Authority has entered into transmission service contracts for the entire capability of its interest with nine members of the Authority on a"take or pay" basis.In addition, the Authority has administrative responsibility for accounting for the separate ownership interest in the project by Western Area Power Administration (WAPA), who is providing separate funding (872,874,000 and 858,676,000 at June 30, 1996 and 1995, respectively) for its interest.Commercial operations of MP commenced in April 1996.Funding was provided by a transfer of funds from the Multiple Project Fund (Note 4).

I~I I I NOTE 1: (Continued)

Mead-Adelanto Pro'ect The Authority entered into an agreement dated as of December 17, 1991 to acquire a 67.92%interest in the Mead-Adelanto Project (MA), a transmission linc extending between the Adelanto substation in Southern California and the Marketplace substation in Nevada.The Authority has entered into transmission service contracts for thc entire capability of its interest with nine members of the Authority on a"take or pay" basis.In addition, thc Authority has administrative responsibility for accounting for the separate ownership interest in the project by WAPA, who is providing separate funding (817,088,000 and 816,282,000 at June 30, 1996 and 1995, respectively) for its interest.Funding was provided by a transfer of funds from the Multiple Project Fund (Note 4).Commercial operations commenced in April 1996.LADWP serves as both construction manager and operations manager.Multi le Pro'ect Fund During fiscal year 1990, the Authority issued Multiple Project Revenue Bonds for net proceeds of approximately 8600 million to provide funds to finance costs of construction and acquisition of ownership interests or capacity rights in one or more then unspecified projects for the generation or transmission of electric energy.In August 1992, the Authority's Board of Directors approved a resolution authorizing the use of certain proceeds of Multiple Project Revenue Bonds to finance t)ie Authority's ownership interests in the Mead-Phoenix and Mead-Adelanto projects.Transfers made from the Multiple Project Fund are sufficient to provide for the Authority's sharc of the estimated costs of acquisition and construction of these two projects, including reimbursement of planning, development and other related costs.Effective July 1, 1993, the Authority purchased a 41.80%interest in Unit 3, a 488 megawatt unit and related common facilities, of the San Juan Generating Station (SJGS)from Century Power Corporation.

Unit 3 is one unit of a four-unit coal-fired power generating station in New Mexico.The Authority allocated the$193 million purchase price to the estimated fair value of the utility plant (8190 million)and to materials and supplies (83 million).The purchase has been financed through the issuance of approximately

$237 million (par value)of San Juan Project Revenue Bonds.The Authority has entered into power sales contracts for thc entire capability of its interest with five members of the Authority on a"take or pay" basis.

Oc I l NOTE 2-

SUMMARY

Ol SIGNIFICANT ACCOUNTING POLICIES: The financial statements of the Authority are presented in conformity with generally accepted accounting principles, and substantially in conformity with accounting principles prescribed by the Federal Energy Regulatory Commission and the California Public Utilities Commission.

The Authority is not subject to regulation by either of these regulatory bodies.The financial statements represent the Authority's share in each jointly-owned project.The Authority's share of direct expenses of jointly-owned projects are included in the corresponding operating expense of the statement of operations.

E<ach owner of the jointly-owned projects is required to provide their own financing.

~Utilit Plant The Authority's share of all expenditures, including general administrative and other overhead expenses, payments-in-aid of construction, interest net of related investment income, deferred cost amortization and the fair value of test power generated and delivered to the participants are capitalized as utility plant construction work in progress until a facility commences commercial operation.

The Authority's sharc of construction and betterment costs associated with PVNGS is included as utility plant.Depreciation expense is computed using the straight-line method based on the estimated service life of thirty-five years.Nuclear fuel is amortized and charged to expense on the basis of actual thermal energy produced relative to total thermal energy expected to be produced over the life of the fuel.Under the provisions of the Nuclear Waste Policy Act of 1982, the Authority is charged one mill per kilowatt-hour, by the federal government, on its share of electricity produced by PVNGS, and such funds will eventually be utilized by the federal government to provide for PVNGS'uclear waste disposal.The Authority records this charge as a current year expense, The Authority's share of construction and betterment costs associated with STS, MP, MA and SJGS are included as utility plant.Depreciation expense is computed using the straight-line method based on the estimated service lives, principally thirty-five years for STS, MA and MP and twenty-one years for SJGS.Interest costs incurred by the MP and MA projects through the date commercial operations commenced (April 1996)are capitalized in utility plant.Total interest costs capitalized were 811,827,000 and 315,769,000 in fiscal 1996 and 1995, respectively, for the MA project and 83,881,000 and 85,175,000 in fiscal 1996 and 1995, respectively, for the MP project.Advances for Ca acit and Ener Advance payments to USBR for the uprating of the 17 generators at the Hoover Power Plant are included in advances for capacity and energy.These advances are being reduced by credits on billings to participants for energy and capacity.

I I I NOTE 2: (Continued)

Nuclear Decommissionin Decommissioning of PVNGS is projected to commence subsequent to the year 2022.Based upon an updated study performed by an independent engineering firm, the Authority's share of the estimated decommissioning costs is$85.5 million in 1995 dollars (8390 million in 2022 dollars assuming a 6%estimated annual inflation rate).The Authority is providing for its share of the estimated future decommissioning costs over the remaining life of the nuclear power plant (25 to 27 years)through annual charges to expense which amounted to 812.5 million and 813.4 million in fiscal 1996 and 1995, respectively.

The decommissioning liability is included as a component of accumulated depreciation and was 888.1 million and$75.6 million at June 30, 1996 and 1995, respectively.

A Decommissioning Fund has been established and partially funded at$33.9 million at June 30, 1996.The Decommissioning Fund earned interest income of 5700,000 during fiscal 1996.Demolition and Site Reclamation Demolition and site reclamation of SJGS, which involves restoring the site to a"green" condition which existed prior to SJGS construction, is projected to commence subsequent to the year 2014.Based upon a study performed by an independent engineering firm, the Authority's share of the estimated demolition and site reclamation costs is$18.7 million in 1992 dollars (865.3 million in 2014 dollars using a 6%estimated annual inflation rate).The Authority is providing for its share of the estimated future demolition costs over the remaining life of the power plant (18 years)through annual charges to expense of$3.1 million.The demolition liability is included as a component of accumulated depreciation and was 89.3 million and 86.2 million at June 30, 1996 and 1995, respectively.

As of June 30, 1996, the Authority has not billed participants for the cost of demolition nor has it established a demolition fund.Unamortized Debt Ex enses Unamortized debt issue costs, including the loss on refundings, are being amortized over the terms of the respective issues and arc reported net of accumulated amortization.

Total deferred loss on refundings, net of accumulated amortization, was$378,070,000 and$393,440,000 at June 30, 1996 and 1995, respectively.

Investments Investments include United States Government and governmental agency securities and repurchase agreements which are collateralized by such securities.

Additionally, the Mead-Phoenix Project, the Mead-Adelanto Project and the Multiple Project Fund's investments are comprised of an investment agreement with a financial institution earning a guaranteed rate of l I 4 (c a~'I I I I l NOTE 2: (Continued) return.The Southern Transmission System Project has debt service reserve funds associated with the 1991 and 1992 Subordinate Refunding Series Bonds invested with a financial institution under a specific investment agreement allowed under the Bond Indenture earning a guaranteed rate of return.Investments available for sale are carried at aggregate fair value and changes in unrealized net gains or losses are recorded separately.

Investments are reduced to estimated net realizable value when necessary for declines in value considered to be other than temporary.

Gains and losses realized on the sale of investments are generally determined using the specific identification method.As discussed in Note 3, all of the investments are restricted as to their use.Cash and Cash E uivalents Cash and cash equivalents include cash and all investments with original maturities less than 90 days.Revenues Revenues consist of billings to participants for the sales of electric energy and of transmission service in accordance with the participation agreements.

Generally, revenues are fixed at a level to recover all operating and debt service costs over the commercial life of the property (see Note 6).Debt Ex ense Debt expense includes interest on debt and the amortization of bond discounts, debt issuance expense and loss on refunding costs.Arbitra e Rebate A rebate payable to the Internal Revenue Service (IRS)results from the investment of the proceeds from the Multiple Project Revenue Bond offering in a taxable financial instrument that yields a higher rate of interest income than the cost of the associated funds.The excess of interest income over costs is payable to the IRS within five years of the date of the bond offering and each consecutive five years thereafter.

The Authority made its first rebate payment of$3.8 million during fiscal year 1995.The next rebate payment to the IRS is due in fiscal year 2000.Reclassi fications Certain reclassifications have been made in the fiscal year 1995 financial statements to conform to the fiscal year 1996 presentation.

I I I I I I NOTE 2: (Continued)

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Actual results could differ from those estimates.

NOTE 3-SPECIAL FUNDS: The Bond Indentures for the six projects and the Multiple Project Fund require the following special funds to be established to account for the Authority's receipts and disbursements.

The moneys and investments held in these funds are restricted in use to the purposes stipulated in the Bond Indentures.

A summary of these funds follows: I'und~Pur ose Construction To disburse funds for the acquisition and construction of the project.Debt Service Revenue Operating Reserve and Contingency To pay interest and principal related to the Revenue Bonds.To initially receive all revenues and disburse them to other funds.To pay operating expenses.To pay capital improvements and make up deficiencies in other funds.General Reserve Advance Payments Proceeds Account To make up any deficiencies in other funds.To disburse funds for the cost of acquisition of capacity.To initially receive the proceeds of the sale of the Multiple Project Revenue Bonds.Earnings Account To receive investment earnings on the Multiple Project Revenue Bonds.Revolving Fund Decommissioning Fund To pay the Authority's operating expenses.To accumulate funds related to the future decommissioning of PVNGS.

I I l I I I I NOTE 3: (Continued)

Issue Fund To initially receive pledged revenues associated with the applicable subordinated refunding series'ndenture of Trust and pay the related interest and principal.

Escrow account-Subordinate Refunding Crossover Series To initially receive pledged revenues associated with Component 3 of the 1993 Subordinate Refunding Crossover Series'ndenture of Trust and pay the related interest and principal.

Acquisition Account To disburse funds for the acquisition and construction of the Mead-Phoenix, Mead-Adelanto and San Juan projects.All of the funds listed above, except for the Revolving Fund, are held by the respective trustees.Palo Verde Pro'ect The balances of the funds required by the Bond Indenture are as follows, in thousands:

une 30 1996 Amortized Fair Cost Value 1995 Amortized Fair Cost Value Debt Service Fund-Debt Service Account Debt Service Reserve Account Revenue Fund Operating Fund Reserve and Contingency Fund Decommissioning Trust Fund Issue Fund Revolving Fund 8 51,386 74,420 5 20,130 25,924 34,131 13,026 45 8 51,394 74,160 5 20,134 26,107 33,740 13,026 45 8 52,457 81,497 1 31,141 16,776 24,503 12,486 45 S 52,467 81,077 1 31,026 17,075 24,503 12,486 45 Contractual maturities:

Within one year After one year through five years After five years through ten years After ten years~2~~7~2~~21~Q~211~3 69,781 8 69,391 136,279 136,148 3,187 3,252 9 820 9 820~2]067$218~11 NOTE 3: (Continued)

Southern Transmission S stem Pro'ect The balances in the special funds required by the Bond Indenture are as follows, in thousands:

une 30 1996 Amortized Cost Fair Value 1995 Amortized Cost Fair Value Construction fund-Initial Facilities Account Debt Service Fund-Debt Service Account Debt Service Reserve Account Operating Fund General Reserve Fund Issue Fund Escrow Account-Subordinate Refunding Crossover Series Revolving Fund 21,921 86,220 6,015 4,194 77,024 21,896 86,189 6,007 4,194 76,794 31,480 66,672 5,987 9,533 77,768 31,491 66,857 5,987 9,542 77,579 346,474 343,903 355,101 353,188 15 15 15 15 f~42 Z%~2~4~77 S 235 8 235 8 223 8 223 Contractual maturities:

Within one year After one year through five years After five years through ten years After ten years 8102,008 8101,975 80,852 80,803 36,972 34,189 322 266 322 266~42 098~63')~2.3 In addition, at June 30, 1996 and 1995, the Authority had non-interest bearing advances outstanding to IPA of 819,550,000.

I I k I I I I NOTE 3: (Continued)

Ifoover U ratin Pro ect The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1996 une 30 1995 Amortized I'air Cost Value Amortized Cost Fair Value Advance Payments Fund Operating-Working Capital Fund Debt Service Fund-Debt Service Account Debt Service Reserve Account General Reserve Fund Revolving Fund 3 804 2,390 2,390 3,122 3,121 5,318 5,316 1,440 3,078 2,911 13 1,429 3,068 2,914 13 8 2,437 8 2,437 804 563 563 5 1 1~4]~ll+1~1~442~1(~424 Contractual maturities:

Within one year After one year through five years 8 2,003 8 2,003 9 681 9 628)~ll 34~1~1+1 In addition, at June 30, 1996 and 1995, the Authority had advances to USBR of 810,119,000 and 811,903,000, respectively.

Mead-Phoenix Pro'ect The balances in the special funds required by the Bond Indenture are as follows, in thousands:

une 30 1996 Amortized Cost Fair Value 1995 Amortized Cost Fair Value Acquisition Account Debt Service Fund-Debt Service Account Debt Service Reserve Account Issue Fund Revenue Fund Operating Fund Revolving Fund 4,976 4,967 6,133 6,133 4,444 6,132 4,924 4,444 6,132 4,873 64 239 6 64 239 6 8 12,571 8 12,571 8 19,830 8 19,830~23 982 M2'h~R

NOTE 3: (Continued)

Contractual maturities:

Within one year After one year through five years After ten years 2,389 8 2,389 1,242 1,233 20 858 20 358 5 2'>MR~22K Mead-Adelanto Pro'ect The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1996 une 30 1995 Amortized Fair Cost Value Amortized Cost Fair Value Acquisition Account Debt Service Fund-Debt Service Account Debt Service Reserve Account Issue Fund Revenue Fund Operating Fund Revolving Fund 15,194 15,166 16,865 16,865 12,353 17,040 16,517 12,353 17,040 16,346 71 264 6 71 264 6 8 36,979 8 36,979 8 37,745 8 37,745 Contractual maturities:

Within one year After one year through five years After ten years 8 6,794 8 6,789 4,161 4,138 58 424 58 424 I I I I NOTE 3: (Continued)

Multi le Pro'ect Fund The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1996 une 30 1995 Amortized Fair Cost Value Amortized Fair Cost Value Proceeds Account Earnings Account 8256,830 8256,830 8256,830 8 256,830 3 278 3 278 1 384 1 384 Contractual maturities:

Within one year After ten years~20~10[~2(~1$~2~214~2~214 9,220 8 9,220 250 888 250 888~2()10/f$2{~01 The balances in the special funds required by the Bond Indenture are as follows, in thousands:

1996 une 30 1995 Amortized Fair Cost Value Amortized Cost Fair Value Operating Reserve Operating Revenue Fund Acquisition Account Debt Service Fund-Debt Service Account Debt Service Reserve Account Reserve and Contingency Revolving 8 1,238 8 1,238 8 1,618 8 1,618 7 7 2 2 527 527 112 112 8,607 8,597 6,017 6,017 18,031 18,031 18,026 18,026 13,377 13,383 11,224 11,252 15 15 JL44~77 g 41~73~7~4~~~7L422 Contractual maturities:

Within one year After one year through five years After ten years 5 7,613 8 7,613 16,149 16,145 18 025 18 025 fj 41~77 j~4~7$

I I I I I NOTE 3: (Continued Pro'ect Investment Sales There were no proceeds from sales of investments during fiscal 1996 or 1995.NOTE 4-LONG-TERM DEBT: Reference is made below to the Combined Schedule of Long-term Debt at June 30, 1996 for details related to all of the Authority's outstanding bonds.Palo Verde Pro'ect To finance the purchase and construction of the Authority's share of the Palo Verde Project, the Authority issued Power Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of July 1, 1981 (Senior Indenture), as amended and supplemented.

The Authority also has issued and has outstanding Power Project Subordinate Refunding Series Bonds issued under an Indenture of Trust dated as of January 1, 1993 (Subordinate Indenture).

The Subordinate Refunding Bonds were issued to advance refund certain bonds previously issued under the Senior Indenture.

The bond indenturcs provide that the Revenue Bonds and Subordinate Refunding Bonds shall be special, limited obligations of the Authority payable solely from and secured solely by (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to the Palo Verde Project (see Note 6)and interest on all moneys or securities (other than in the Construction Fund)held pursuant to the Bond Indenture and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding Power Project Revenue Bonds and Subordinate Refunding Term Bonds are subject to redemption prior to maturity, except for the 1996 Subordinate Refunding Series A which is not redeemable.

The Bond Indenture requires mandatory'sinking fund installments to be made beginning in fiscal year 2003 (1986 Series A Bonds and 1987 Series A Bonds), 2005 (1989 Series A Bonds), 2010 (1993 Series A Bonds), and 2008 (1996 Subordinate Refunding Series B).Scheduled principal maturities for the Palo Verde Project during the five fiscal years following June 30, 1996 are$25,690,000 in 1997, 822,220,000 in 1998,$23,580,000 in 1999, 825,145,000 in 2000, and 512,860,000 in 2001.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 5.8%and 6.0%, respectively.

NOTE 4: (Continued)

Southern Transmission S stem Pro'ect To finance payments-in-aid of construction to IPA for construction of the STS, the Authority issued Transmission Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of May 1, 1983 (Senior Indenture), as amended and supplemented.

The Authority also has issued and has outstanding Transmission Project Revenue Bonds 1991 and 1992 Subordinate Refunding Series issued under Indentures of Trust dated as of March 1, 1991 and June 1, 1992, respectively.

The 1991 and 1992 subordinated bonds were issued to advance refund certain bonds previously issued under the Senior Indenture.

The bond indentures provide that the Revenue Bonds and the Subordinate Refunding Series Bonds shall be special, limited obligations of the Authority payable solely from and secured solely by (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to STS (see Note 6)and interest on all moneys or securities (other than in the Construction Fund)held pursuant to the Bond Indenture and (3)all funds established by the Bond Indenture.

All outstanding Transmission Project Revenue and Refunding Bonds, at the option of the Authority, are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2003 (for the 1986 Series A Bonds), 2002 (1986 Series B Bonds)and 2007 (1988 Series A Bonds).Scheduled principal maturities for STS during the five fiscal years following June 30, 1996 are$10,845,000 in 1997, 821,565,000 in 1998, 822,790,000 in 1999, 810,200,000 in 2000, and$10,115,000 in 2001.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 8.3%.I.loover U ratin Pro ect To finance advance payments to USBR for application to the costs of the Hoover Uprating Project, the Authority issued Hydroelectric Power Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of March 1, 1986 (Bond Indenture).

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from and secured solely by (1)the proceeds from the sale of the bonds, (2)all revenues from sales of energy to participants (see Note 6), (3)interest or other receipts derived from any moneys or securities held pursuant to the Bond Indenture and (4)all funds established by the Bond Indenture (except for the Interim Advance Payments Account in the Advance Payments Fund).At the option of the Authority, all outstanding Hydroelectric Power Project Revenue Bonds are subject to redemption prior to maturity.

I I I I I I I NOTE 4: (Continued)

The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2007 for the 1991 Series A Bonds maturing on October 1, 2010 and fiscal year 2011 for the 1991 Series A Bonds maturing on October 1, 2017.Scheduled principal maturities for the Hoover Uprating Project during the five fiscal years following June 30, 1996 are 81,085,000 in 1997, 81,130,000 in 1998, 81,230,000 in 1999,$1,285,000 in 2000, and 81,400,000 in 2001.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 5.8%and 6.1%, respectively.

During fiscal 1995, the Authority repurchased 8340,000 of outstanding Hydroelectric Power Project Revenue Bonds with excess funds in the Advance Payments I und.Multi le Pro'ect Fund To finance costs of construction and acquisition of ownership interests or capacity rights in one or more projects expected to be undertaken within five years after issuance, the Authority issued Multiple Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of August 1, 1989 (Bond Indenture), as amended and supplemented.

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)with respect to each authorized project, the revenues of such authorized project, and (3)all funds established by the Bond Indenture.

In October 1992, 8103,640,000 and 8285,010,000 of the Multiple Project Revenue Bonds were transferred to the Mead-Phoenix Project and the Mead-Adelanto Project, respectively, to finance the estimated costs of acquisition and construction of the projects.A total of$153,500,000 of the outstanding Multiple Project Revenue Bonds are not subject to redemption prior to maturity.At the option of the Authority, the balance of the outstanding bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2006 for the 1989 Series Bonds.The first scheduled principal maturity for the Multiple Project Revenue Bonds is 88,645,000 in fiscal year 2000.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 6.8%.Mead-Phoenix Pro'ect To finance the Authority's ownership interest in the estimated cost of the project, 8103,640,000 of the Multiple Project Revenue Bonds were transferred to the Mead-Phoenix Project in October 1992.In March 1994, the Authority issued and has outstanding 851,835,000 of Mead-Phoenix Revenue Bonds under an Indenture of Trust dated as of January 1, 1994 (Bond Indenture).

The proceeds from the Revenue Bonds, together with drawdowns from the Debt Service Fund and Project I I NOTE 4: (Continued)

Acquisition Fund, werc used to advance refund 864,840,000 of the Multiple Project Revenue Bonds previously transferred to the Mead-Phoenix Project.The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to Mead-Phoenix (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding Mead-Phoenix Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2018 for the 1994 Series Bonds.The first scheduled principal maturity for the Mead-Phoenix Revenue Bonds is$1,295,000 in fiscal year 2000.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 6.0%.Mead-Adelanto Pro'ect To finance the Authority's ownership interest in the estimated cost of the project, S285,010,000 of the Multiple Project Revenue Bonds were transferred to the Mead-Adelanto Project in October 1992.In March 1994, the Authority issued and has outstanding 8173,955,000 of Mead-Adelanto Revenue Bonds under an Indenture of Trust dated as of January 1, 1994 (Bond Indenture).

The proceeds of the Revenue Bonds, together with drawdowns from the Debt Service Fund and Project Acquisition Fund, were used to advance refund 8178,310,000 of the Multiple Project Revenue Bonds previously transferred to the Mead-Adelanto Project.The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, 1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to Mead-Adelanto (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding Mead-Adelanto Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2018 for the 1995 Series Bonds, The first scheduled principal maturity for the Mead-Adelanto Revenue Bonds is 83,560,000 in fiscal year 2000.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 5.9%and 6.0%, respectively.

S~P To finance the costs of acquisition of an ownership interest in Unit 3 of the SJGS, the Authority issued San Juan Project Revenue Bonds pursuant to the Authority's Indenture of Trust dated as of January 1, 1993 (Bond Indenture).

NOTE 4: (Continued)

The Bond Indenture provides that the Revenue Bonds shall be special, limited obligations of the Authority payable solely from, and secured solely by, (1)proceeds from the sale of bonds, (2)all revenues, incomes, rents and receipts attributable to San Juan (see Note 6)and interest on all moneys or securities and (3)all funds established by the Bond Indenture.

At the option of the Authority, all outstanding San Juan Project Revenue Bonds are subject to redemption prior to maturity.The Bond Indenture requires mandatory sinking fund installments to be made beginning in fiscal year 2012 for the 1993 Series A Bonds.The scheduled principal maturities for the San Juan Project Revenue Bonds during the five fiscal years following June 30, 1996 are 86,035,000 in 1998, 86,275,000 in 1999, 86,540,000 in 2000 and 86,825,000 in 2001.The average interest rate on outstanding debt during fiscal year 1996 and 1995 was 5.3%.Refundin Bonds In April 1996, the Authority issued 8152,905,000 of Palo Verde 1996 Subordinate Refunding Series A Bonds to refund 8163,355,000 of previously issued Palo Verde 1987 Refunding Series A Bonds and issued 858,870,000 of Palo Verde 1996 Subordinate Refunding Series B Bonds to refund 818,555,000 and 840,315,000 of previously issued Palo Verde 1986 Refunding Series B and 1987 Refunding Series A Bonds, respectively.

The refunding is expected to reduce total debt service payments over the next 13 years by approximately 850,967,000 (the difference between the debt service payments on the old and new debt)and is expected to result in a net present value savings of approximately 829,537,000.

In March 1994, the Authority issued 851,835,000 of Mead-Phoenix Project Revenue Bonds and 8173,955,000 of Mead-Adelanto Project Revenue Bonds to refund 8243,150,000 of previously issued Multiple Project Revenue Bonds which were transferred to the Mead-Phoenix and Mead-Adelanto projects during fiscal year 1993.The partial refunding of the original issue within five years of its issuance triggered a recalculation of the arbitrage yield.The recalculation resulted in a higher arbitrage yield which reduced the rebate liability of the Authority.

At June 30, 1996, cumulative savings due to the rebate calculation amounted to 86,401,924.

This amount was allocated 81,707,180 and 84,694,744 to the Mead-Phoenix and Mead-Adelanto Projects, respectively.

In July 1992, the Authority issued 8475,000,000 of Southern Transmission Project Revenue Bonds to refund 8385,385,000 of previously issued bonds.Principal and interest with respect to the 1992 bonds are allocated into four separate components.

Each of components 1, 2 and 3 is secured by, and payable from, investments in its escrow fund until scheduled crossover dates.Component 4 proceeds of 814,100,000 were used to advance refund approximately 89,000,000 of bonds in fiscal year 1993.On the Component 1 Crossover date (January 1, 1994), Component 1 proceeds of 813,959,000 were used in fiscal 1994 to advance refund 813,455,000 of previously issued bonds.On the Component 2 Crossover date (January 1, 1995), Component 2 proceeds of 85,519,000 were used in fiscal 1995 to advance refund 85,335,000 of previously issued bonds.Proceeds from Component 3 of 8343,921,000 werc placed in an irrevocable trust and will be used to redeem 8313,050,000 of bonds currently included within long-term debt at scheduled call dates.The I

NOTE 4: (Continued) combined refunding is expected to reduce total debt service payments over the next 25 years by approximately 852,585,000 and is expected to result in an overall net present value savings of approximately 825,060,000.

Until the bonds to be refunded by Component 3 are called, interest on the bonds is payable from interest earned on investments with a financial institution under a specific investment agreement purchased out of the proceeds of the sales and held in bank escrow accounts.After the monies in the escrow accounts are applied to redeem the bonds to be called, primarily through fiscal 1997, interest on the bonds will be payable from revenues.The trust account assets (8343,898,000 in escrow accounts and 82,410,000 in unamortized debt expense at June 30, 1996)and liabilities (8347,388,000, net of bond discounts, at June 30, 1996)for Component 3 are included in the Authority's financial statements.

The revenue bonds to be refunded are also included in the financial statements until the scheduled call date, at which time the refunded bonds and related trust account assets will be removed from the balance sheet and the cost of refunding the debt will be included in unamortized debt expenses.In January 1992,$70,680,000 of Palo Verde Special Obligation Crossover Series Bonds were issued, the proceeds of which were placed in an irrevocable trust and will be used to redeem 869,125,000 of bonds currently included within long term debt at scheduled call dates.Until the bonds to be refunded by the Palo Verde Special Obligation Crossover Series Bonds are called, interest on the Palo Verde Special Obligation Crossover Series Bonds is payable from interest earned on securities of the United States Government purchased out of the proceeds of the sales and held in bank escrow accounts.After the monies in the escrow accounts are applied to redeem the bonds to be called, primarily through 1996, interest on the Palo Verde Special Obligation Crossover Series Bonds will be payable from revenues.The trust account assets and the liability for the Palo Verde Special Obligation Crossover Series Bonds are not included in the Authority's financial statements.

At June 30, 1996 and 1995,$63,849,000 and$70,959,000, respectively, of these trust assets have been offset against the Palo Verde Special Obligation Crossover Series Bonds.On July 1, 1995, the crossover date for the Palo Verde Special Obligation Bonds Series A, trust assets in escrow of 87,131,000 were used to advance refund 87,125,000 of previously issued bonds.At June 30, 1996 and 1995, the aggregate amount of debt in all projects considered to be defeased was$3,535,075,000 and 83,305,725,000, respectively.

Interest Rate Swa In fiscal year 1991, the Authority entered into an Interest Rate Swap agreement with a third party for the purpose of hedging against interest rate fluctuations arising from the issuance of the Transmission Project Revenue Bonds, 1991 Subordinate Refunding Series as variable rate obligations.

The notional amount of the Swap Agreement is equal to the par value of the bond ($291,700,000 and$292,000,000 at June 30, 1996 and 1995, respectively).

The Swap Agreement provides for the Authority to make payments to the third party on a fixed rate basis at 6.38%, and for the third party to make reciprocal payments based on a variable rate basis (3.1%and 3.9%at June 30, 1996 and 1995, respectively).

The bonds mature in 2019.

I I I I I COMBiNED SCHEDULE OF LONG-TERhf DEBT (ln thousands)

~o Principal:

Palo Verde Project Revenue and Refunding Bonds 1985A 1985B 1986A 1986B 1987A 1989A 1992A 1992C 1993Sub 1993A 1996A 1996B Date 05/22/85 07/02/85 03/13/86 12/16/86 02/11/87 02/15/89 01/01/92 01/01/92 03/01/93 03/01/93 02/13/96 02/29/96 Effcctivc 9.7%9.1%8.2%7.2%6.9%Z.2%6.0%6.0%5.5%5.5%4.4%4.4%Maturity on tu33, 1996 to 1999 1996 to 2000 1996 to 2006 1996 to 2017 1996 to 2017 1996 to 2015 1996 to 2010 1996 to 2010 1996 to 2017 1996 to 2017 1996 to 2017 1996 to 201Z 8 1,070 5,610 71,220 96,450 43,720 287,705 7465 15,620 98,200 270,035 152,905 1,108,670 Southern Transmission System Project Revenue and Refunding Bonds 1986A 1986B 1988A 1991A 1992 Comp 1, 2,4 1992 Comp 3 1993A 03/18/86 04/29/86 11/22/88 4/17/91 7/20/92 7/20/92 7/01/93 8.0%7.5%7.2%6.4%6.1%6.1%5.4%1996 to 2021 1996 to 2023 1996 to 2015 2019 1996 to 2021 1996 to 2021 1996 to 2023 107,300 401,570 154,085 291,700 40,639 431,766 Hoover Uprating Project Revenue and Refunding Bonds 1986A 1991 08/13/86 08/01/91 8.1%6.2%1996 to 2017 1996 to 2017~5925 4,160 multiple Project Revenue Bonds Mead-Phoenix Project Mead-Adelanto Project hfultiple Project 1989 1989 1989 01/04/90 01/0$/90 01/0$/90 7.1%7.1%7.1%1999 to 2020 1999 to 2020 1999 to 2020~5655 38,800 106,ZOO~259 99 Mead-Phoenix Project Revenue Bonds hfead.Addanto Project Revenue Bonds San Juan Project Revenue Bonds Total principal amount Unamortized bond discount: Palo Verde Project Southern Transmission System Project Hoover Uprating Project Mead-Phoenix Project hfead-Adelanto Project hfultiple Project Fund San Juan Project 1994A 1994A 1993 03/01/94 03/01/94 06/01/93 5.3%5.3%5.6%2006 to 2015 2006 to 2015 1997 to 2020 5 835 7 955 237 37 (101,823)(159,935)(3+89)(4,218)(12,650)(16813)~L92$Total unamortized bond discount Long.tenn debt due within one year Total long-term debt, net (including Subordinate Refunding Crossover Series)Note-bonds which have been refunded arc excluded from this schedule~3974 7~4~5~32 3933 vg I I NOTE 5-DISCLOSURES ABOUT FAIR VALUE 01 FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and cash e uivalents The carrying value approximates fair value because of the short maturity of those instruments.

Investments Decommissionin fund Escrow account-Subordinate Refundin Crossover Series Crossover escrow accounts The fair values of investments are estimated based on quoted market prices for the same or similar investments.

Lon-term deb S ecial Obli ation Crossover Series Bonds Subordinate Refundin Crossover Series The fair value of the Authority's debt is estimated based on the quoted market prices for the same or similar issues or on the current average rates offered to the Authority for debt of approximately the same remaining maturities, net of the effect of a related interest rate swap agreement.

The fair values of the Authority's financial instruments are as follows (in thousands):

1996 Amortized Cost Fair Value une 30 Amortized Cost 1995 Fair Value Assets: Cash and cash equivalents Escrow account-Subordinate Refunding Crossover Series Decommissioning fund Investments 346,468 33,865 597,831 343,898 33,474 597,427 345,782 24,503 682,916 343,921 24,503 682,442 173,798 8 173,798 8 120,610 8 120,610 Liabilities:

Debt Subordinate Refunding Crossover Series 2,910,200 3,210,790 2,933,261 3,198,500 347,388 385,516 347,782 377,700 Off Balance Sheet Financial Instruments:

Special Obligation Crossover Series Bonds 63,415-67,739 70,680 Crossover escrow accounts 63,849 63,849 70,959 75,800 70,959 I l;'I I NOTE 6-POWER SALES AND TRANSMISSION SERVICE CONTRACTS:

The Authority has power sales contracts with ten participants of the Palo Verde Project (see Note 1).Under the terms of the contracts, the participants are entitled to popover output from the PVNGS and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on Power Project Revenue Bonds and other debt.The contracts expire in 2030 and, as long as any Power Project Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

The Authority has transmission service contracts with six participants of the Southern Transmission System Project (see Note 1).Under the terms of the contracts, the participants are entitled to transmission service utilizing the Southern Transmission System Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on Transmission Project Revenue Bonds and other debt.The contracts expire in 2027 and, as long as any Transmission Project Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In March 1986, the Authority entered into power sales contracts with six participants of the Hoover Uprating Project (see Note 1).Under the terms of the contracts, the participants are entitled to capacity and associated firm energy of the Hoover Uprating Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service whether or not the Hoover Uprating Project or any part thereof has been completed, is operating or is operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The contracts expire in 2018, and as long as any Hydroelectric Power Project Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In August 1992, the Authority entered into transmission service contracts with nine participants of the Mead-Phoenix Project (see Note 1).Under the terms of the contracts, the participants are entitled to transmission service utilizing the Mead-Phoenix Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on the Multiple Project and Mead-Phoenix Revenue Bonds and other debt, whether or not the Mead-Phoenix Project or any part thereof has been completed, is operating and operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The contracts expire in 2030 and, as long as any Multiple Project and Mead-Phoenix Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

In August 1992, the Authority entered into transmission service contracts with nine participants of the Mead-Adelanto Project (see Note 1).Under the terms of the contracts, the participants are entitled to transmission service utilizing the Mead-Adelanto Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on the Multiple Project and Mead-Adelanto Revenue Bonds and other debt, whether or not the Mead-Adelanto Project or any part thereof has been completed, is operating and operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The contracts expire k%l~sg.Y I J1 I k I NOTE 6: (Continued) in 2030 and, as long as any Multiple Project and Mead-Adelanto Revenue Bonds are outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bond holders.In January 1993, the Authority entered into power sales contracts with five participants of Unit 3 of the San Juan Project (see Note 1).Under the terms of the contracts, the participants are entitled to their proportionate share of the power output of the San Juan Project and are obligated to make payments on a"take or pay" basis for their proportionate share of operating and maintenance expenses and debt service on the San Juan Revenue Bonds, whether or not Unit 3 of the San Juan Project or any part thereof is operating or operable, or its service is suspended, interfered with, reduced or curtailed or terminated in whole or in part.The contracts expire in 2030 and, as long as any San Juan Revenue Bonds are'outstanding, cannot be terminated or amended in any manner which will impair or adversely affect the rights of the bondholders.

NOTE 7-COSTS RECOVERABLE I ROM I'UTURE BILLINGS TO PARTICIPANTS:

Billings to participants are designed to recover"costs" as defined by the power sales and transmission service agreements.

The billings are structured to systematically provide for debt service requirements, operating funds and reserves in accordance with these agreements.

Those expenses, according to generally accepted accounting principles (GAAP), which are not included as"costs" are deferred to such periods when it is intended that they be recovered through billings for the repayment of principal on related debt.Costs recoverable from future billings to participants are comprised of the following:

Balance June 30, 1995 Fiscal 1996~Activit Balance June 30, 1996 GAAP items not included in billings to participants:

Depreciation of plant Amortization of bond discount, debt issue costs, and cost of refunding Nuclear fuel amortization Decommissioning expense Interest expense 206,470 18,650 75,233 23,165 37,745 244,215 898 19,548 7,610 82,843 22,798 45,963 8348,328 8 49,323 N97,651 Bond requirements included in billings to participants:

Operations and maintenance, net of investment income Costs of acquisition of capacity-STS Reduction in debt service billings due to transfer of excess funds Principal repayments Other (67,253)(18,350)78,658 (222,130)~31 740 (21,062)(88,315)(18,350)(11,099)67,559 (39,559)(261,689)~3858~85 598~41~1@f~42~7

]~~27 I%'~I I I NOTE 8-COMMITMENTS AND CONTINGENCIES:

On August 31, 1996, the California State Legislature approved Bill AB 1890 (Bill)which provides for broad deregulation of the power generation industry in California.

The Bill, which is pending approval by the Governor, requires the participation of the state's three investor-owned utilities.

Consumer-owned utilities can participate on a voluntary basis but must hold public hearings as part of its decision making process.The Bill, which was supported by the Authority, authorizes the collection of a transition charge for generation when a consumer-owned utility opens its service area to competition and participates in the independent transmission system established by the legislation.

The Bill also mandates the collection of a public benefit charge from all electric utility customers in the state.Although these funds (currently estimated at 2.5%of gross revenues)must be spent on renewable resources, conservation, research and development, or low income rate subsidies, the governing authority of each consumer-owned utility will control actual expenditures.

As a participant in the PVNGS, the Authority could be subject to assessment of retroactive insurance premium adjustments in the event of a nuclear incident at the PVNGS or at any other licensed reactor in the United States.The Authority is involved in various legal actions.In the opinion of management, the outcome of such litigation or claims will not have a material effect on the financial position of the Authority or the respective separate projects.NOTE 9: SUBSE UENT EVENTS: On July 1, 1996, the crossover date for t)ie Palo Verde Special Obligation Bonds Series B, trust assets held in escrow of 863,415,000 were used to advance refund 862,000,000 of previously issued bonds.In August 1996, the Authority issued$89,570,000 of Palo Verde 1996 Subordinate Refunding Series C bonds to refund$95,015,000 of 1986 Refunding Series B bonds.The refunding is expected to reduce total debt service payments over the next 20 years by approximately 824,713,000 (the difference between the debt service payments on the old and new debt)and is expected to result in a net present value savings of approximately

$16,955,000.

In September 1996, the Authority issued 842,245,000 of Transmission Project Revenue Bonds, 1996 Subordinate Refunding Series A and 8121,065,000 of Transmission Project Revenue Bonds, 1996 Subordinate Refunding Series B to refund 868,720,000 and 8127,100,000 of the STS 1986 Refunding Series A and B, respectively.

The refunding is expected to reduce total debt service payments over the next 10 years by approximately

$6,029,000 (the difference between the debt service payments on the old and new debt)and is expected to result in a net present value savings of approximately N,372,000.

I I I I Palo Verde Pro'ect SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SUPPLEMFNTAL FINANCIAL INFORitfATION INDF.X Supplemental Balance Sheet at Junc 30, 1996 and 1995 Supplemental Statement of Operations for thc Years Ended June 30, 1996 and 1995 Supplcmcntal Statement of Cash Flows for thc Years Ended Junc 30, 1996 and 1995 Supplemental Schcdulc of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended Junc 30, 1996 Southern Transmission S stem Pro ect Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statcmcnt of Operations for the Years Ended June 30, 1996 and 1995 Supplcmcntal Statcmcnt of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by thc Bond Indcnturc for thc Year Ended June 30, 1996 Hoover U ratin Pro'ect Supplcmcntal Balance Sheet at Junc 30, 1996 and 1995 Supplemental Statement of Operations for the Years Ended Junc 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for thc Year Ended June 30, 1996 hfead-Phoenix Pro'ect Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Operations for the Three Months Ended June 30, 1996 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schcdulc of Receipts and Disbursements in Funds Rcquircd by the Bond indenture for thc Year Ended Junc 30, 1996 Mead-Adelanto Pie'ect Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statcmcnt of Operations for the Three Months Ended June 30, 1996 Supplcmcntal Statcmcnt of Cash Flows for the Years Ended Junc 30, 1996 and 1995 Supplcmcntal Schedule of Receipts and Disbursements in Funds Required by the Bond Indenture for the Year Ended June 30, 1996 Multi lc Pro'cct Fund Supplemental Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Cash Flows for the Years Ended June 30, 1996 and 1995 Supplemental Schedule of Receipts and Disbursements in Funds Rcquircd by the Bond Indenture for the Year Ended June 30, 1996 San uan Pro'ect Supplcmcntal Balance Sheet at June 30, 1996 and 1995 Supplemental Statement of Operations for the Years Ended June 30, 1996 meed 1995 Supplemental Statement of Cash Flows for thc Years Ended Junc 30, 1996 and 1995 Supplemental Schedule of Receipts and Disburscmcnts in Funds Required by the Bond Indenture for thc Year Ended June 30, 1996 5

SOUTIIERN CALIFORNIA PVBLIC POWER AUTIIORITY PALO VERDE PROJECT SUPPI.F.ltIF.NTAI.

BAIANCE SHF.FT (In thousands) une 30 1995 Vtility plant: Production Transmission General$613,608 14,146 2 569$611,771 14,146 2 674 Less-Accumulated depreciation Construction work in progress Nuclear fuel, at amortized cost Net utility plant 630,323 250 021 380,302 9,503 13 225 403 030 628,491 219 881 408,610 9,683 12716 431 009 Special funds: Availablc for sale at fair value: Decommissioning fund Invcstmcnts Interest receivable Cash and cash cquivalcnts 33,474 115,746 1,512 67 879 24,503 143,600 1,223 49 354 218 61 218 680 Accounts rcceivablc 738 912 Materials and supplies Costs recoverable front future billings to participants Unrcalizcd loss on invcstmcnts in funds available for sale Vnamortizcd debt expenses, less accumulated antortization of$65,795 and$71,525 Total assets 9,240 204,945 456 204 093 f~~73 9,618 197,515 226 209 740~067 700 I.IABII,ITIFS Long-term debt 5 9S1 155~996 390 Current liabilities:

Long-term debt duc within onc year Accrued interest Accounts payable and accrued cxpcnscs 25,690 24,535 10 333 23,855 30,685 16 770 Total current liabilities 60 558 71 310 Commitments and contingencies Total liabilities

~0~7~067 700 See notes to financial statements.

I I l l SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS (In thousands)

Year Ended une 30 1996 1995 Operating revenue: Sales of electric energy~185 464~129 180 Operating expenses: Nuclear fuel Other operations Maintenance Depreciation Decommissioning Total operating expenses Operating income Investment income Income before debt expense 7,949 25,815 6,317 18,425 12 497 71.003 64,461 10 886 75,347 8,150 25,307 7,825 19,145 15 401 73.828 55,352 9.968 65,320 Debt expense Costs recoverable from future billings to participants 82 777 77 976 See notes to financial statements.

I l I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMFNTAL STATEMENT OF CASH FLOWS (In thousands)

Year Fndcd unc 30 1996 1995 Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to arrive at net cash provided by (used for)operating activitics-Depreciation Decommissioning Amortization of nuclear fuel Amortization of debt costs Changes in assets and liabilities:

Decommissioning fund Interest receivable Accounts receivable Materials and supplies Other assets Accrued interest Accounts payable and accrued expenses 18,425 12,497 7,949 24,428 19,145 13,401 8,150 16,607 (8,971)(289)174 378 55 (6,150)~6437 (1,297)127 131 729 (2)(719)3 241 (S 7,430)(S 12,656)Net cash provided by operating activities 34 629 46 857 Cash flows from investing activities:

Payments for construction of facility Purchases of investmcnts Proceeds from sale/maturity of invcstmcnts (10,892)(9,569)(154,685)(97,108)182 309 68 891 Net cash provided by (used for)investing activities 16 732~37 786 Cash flows from capital and related financing activities:

Payment of principal on long-term debt Payment of bond issue costs Payment for defcasancc of revenue bonds Proceeds from issuance of refunding bonds (231855)(4,832)(233,632)229 483 (22,425)Nct cash used for capital and rclatcd financing activities (32,836)(22,425)Nct increase (decrease) in cash and cash cquivalcnts Cash and cash cquivalcnts at beginning of period 18,525 49 354 (13,354)62 708 Cash and cash equivalents at end of year~67 87~9~35 Supplemental disclosure of cash flow infortnation:

Cash paid during the year for interest (nct of amount capitalized)

~644 9~62089 Scc notes to financial statements.

I l SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PALO VERDE PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPIS AND DISBURSEMEKIS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDFD UNF.30 1996 (In thousands)

Debt Service Fund Revenue Fund Operating Fund Reserve&Contingency Fund Decommissioning Issue Funds Fund I&II Total Balance at June 30, 1995 132 133 8 30948 8 16574 8 12482 8 24490 8 216627 Additions:

Investment earnings Distribution of investment earnings Discount on investment purchases Revenue from power sales Distribution of revenues Transfers to escrow for rcfundings Transfer from escrow for principal and interest payments Total 4,409 (5,734)1,971 49 81,922 (10,413)379 634 451 838 31 8,604 3 129,180 (138,843)78 951 834 (1,213)513 37 39,603 (93)11 067 28 614 1,100 (1,000)336 6 3,989 (2,886)10 581 12 126 616 (657)41 5,325 4,046 749 423 8,004 7,739 3,287 129,272 (9,268)380 099 9 371 9 176 511 129 Deductions:

Construction expenditures Operating expenditures Fuel costs Bond issue costs Payment of principal Interest paid Premium and interest paid on investments Payment of principal and interest on escrow bonds 23,855 55,130 202 380 099 31,041 8,45?115 3,060 58 3,173 5,663 131 3,060 31,046 8,457 3,173 23,855 60,793 506 380 099 Total 459 286 39 613 3 118 8 836 136 510 989 Balance at June 30, 1996~124 684 S 4~19 949~24 582~I~07 3 33 530~26 767 This schedule summarizes the receipts and disbursements in funds required under thc Bond Indenture and has been prepared from thc trust statements.

The balances in the funds consist of cash and investments at original cost.These balances do not include accrued interest receivable of$1,245 and$1,223 and Decommissioning Fund accrued interest receivable of$267 and$138 at June 30, 1996 and 1995, respectively, nor do they include total amortized net investment discounts of$788 and$918 at June 30, 1996 and 1995, respectively.

These balances also do not include unrealized loss on investments in funds available for sale of$456 and$226 at June 30, 1996 and 1995, respectively.

g i SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT 55527S SUPPLFBIENTAL BALANCE SHEET (In thousands) 1996 unc 30 1995 Utility plant: Transmission General S 674,606 18 893 8 675,301 18 893 Less-Accumulated depreciation 693,499 194 127 694,194 174 392 Construction work in progress 499,372 519,802 1 212 Nct utility plant Special funds: Available for sale at fair value: Investmcnts Escrow account-Subordinate Refunding Crossover Series Advance to Intermountain Power Agency Interest rcccivablc Cash and cash equivalents 499 372 102,842 343,898 19,550 2,169 90 324 521 014 144,476 343,921 19,550 1,807 54 678 558 783 564 432 Accounts receivable 2,687 2,469 Costs recoverable from future billings to participants Unrealized loss on investments in funds available for sale 203,787 2,865 183,154 1,89?Unamortized debt expenses, less accumulated amortization of S59,752 and S51,415 164 247 172 780 Total assets aL 43~741 1 445 746 I.IABILITIES Long-term debt Subordinate Refunding Crossover Series 1 034 757 347 388 5 1 042002 347 782 Current liabilities:

Long-term debt duc within one year Accrued interest Accounts payable and accrued expenses Total current liabilities 10,845 38,436 315 49 596 14,325 39,379 2 258 55 962 Commitmcnts and contingencies Total liabilities Scc notes to financial statements.

~13~741 1 445 746 I I I I I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS (In thousands)

Year Ended une 30 1996 1995 Operating revenue: Sales of transmission services 85 297 91 250 Operating expenses: Other operations Maintenance Depreciation Total operating expenses Operating income Investment income Income before debt expense 10,192 5,236 20 329 35 757 49,540 28.993 78,533 11,839 4,498 19 735 36 072 55,178 30 085 85,263 Debt expense Costs recoverable from future billings to participants 99 166 99 823 OL22 KB (~4~See notes to financial statements.

I I I I I I I SOUTIIERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSMISSION SYSTEM PROJECT SUPPI.FMENT I.STATEMENT OF CASH FLOWS (In thousands)

Year Ended une 30 1996 1995 Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to arrive at nct cash provided by (used for)operating activitics-Dcpreciation Amortization of debt costs Write-off of construction work in progress costs Changes in assets and liabilities:

Interest reccivablc Accounts rcccivablc Other assets Accrued interest Accounts payablc and accrued expenses (8 20,633)20,329 11,739 1,313 (362)(218)(943)~1943 (8 14,560)19,735 11,545 315 1,940 17 10,773~268 Net cash provided by operating activities 9 282 29 497 Cash flows from investing activities:

Payments for construction of facility Purchases of investments Proceeds from sale/maturity of invcstmcnts (154,904)195 593 (315)(94,425)90 462 Net cash provided by (used for)investing activities 40 689 4 278 Cash flows from capital and rclatcd financing activities:

Payment for defeasance of revenue bonds Repayment of principal on long-term debt 14 325 (5,479)~13 615 Nct cash used for capital and related financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at cnd of year 14 325 35,646 54 678 19 094 6,125 48 553~5~78 Supplemental disclosure of cash flow information:

Cash paid during the year for interest (nct of amount capitalized) 8 370 96 072 Sce notes to financial statcmcnts.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SOUTHERN TRANSh!ISSION SYSTEM PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPIS AND DISBURSEhf ERIS IN FUNDS REQUIRED BY TIIE BOND INDENTURE YFA D D F30 1996 (In thousands)

Construction Fund-Initial Facilities

~t Debt Service General Operating~utci Reserve Fund Issue~un Escrow Fund Balance at June 30, 1995 222 602~~4 2 77 ull 5 3M4222 2 542 660 Additions:

Investmcnt earnings Distribution of investment earnings Revenue from transmission sales Distribution of revenue Transfer from escrow for principal and Interest payments 12 6,485 (5,710)42@30~29 463 9,408 83,953 (78,891)635 39102 (596)6,182 (5303)50,942 18,567 (9,284)(9,278)29,264 83,953~29 Total~au~a33~5264~2~2~26 28 Deductions:

Operating expenses Payment of principal Interest paid Payment of principal and interest on escrow bonds Premium and interest paid on investment purchases Other 41476 12,921 1,267 14,904 39 149325 19/86 26@75 14,904 14/25 60,862 39,496 I/06 Total Balance at June 30, 1996 55 764 39~61 35 z 234~106 411~605~4757~76 219~343 874~13 t~4 536 946 This schedule summarizes the receipts and disbursements in funds required under the Bond Indenture and has been prepared from the trust staterncnts.

The balances in the funds consist of cash and Investments at original cost.These balances do not include accrued interest receivable of$2,169 and$1,807 at June 30, 1996 and 1995, respectively, nor do they include total amortized net investment discounts of$2,983 and$2@12 at June 30, 1996 and 1995, respectively.

'Ihese balances do not include unrealized loss on investments in funds available for sale of$2,865 and$1,897 at June 30, 1996 and 1995, respectively.

I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL BALANCE SHEET (In thousands)

ASSETS 1996 une 30 1995 Special funds: Investments available for sale at fair value Advances for capacity and energy, net Interest receivable Cash and cash equivalents 8 9,628 10,119 6 1 997 7,653 11,903 26 2 745 21 750 22 327 Accounts receivable 19 Costs recoverable from future billings to participants Unrealized loss on investments in funds available for sale 7,538 7,299 18 Unamortized debt expenses, less accumulated amortization of$937 and$795 3 307 3 512 Total assets R&2&i f~l'g LIABILITIES Long-term debt 30 981 31 977 Current liabilities:

Long-term debt due within one year Accrued interest Accounts payable and accrued expenses 1,085 489 62 610 500 69 Total current liabilities 1 636 1 179.Commitments and contingencies Total liabilities

~2~17 See notes to financial statements.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS (In thousands)

Year Ended une 30 1996 1995 Operating revenue: Sales of electric energy Operating expenses: Capacity charges Energy charges Other operations Reimbursement of advances for capacity and energy Total operating expenses 3 349 1,011 844 342 3 2 200 3 569 1,207 832 360 12 2 411 Operating income Investment income 1,149 874 1,158 514 Income before debt expense Debt expense Costs recoverable from future billings to participants 2,023 2 262 1,672 2 810 (l~K)See notes to financial statements.

I I I I I I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS (In thousands)

Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to arrive at net cash used for operating activities:

Amortization of debt costs Changes in assets and liabilities:

Interest receivable Accounts receivable Other assets Accrued interest Accounts payable and accrued expenses 294 288 20 (19)54 21 (18)~594 Year Ended une 30 1996 1995 (8 239)(8 638)Net cash provided by (used)for operating activities 38 887 Cash flows from investing activities:

Purchases of investments Proceeds from sale/maturity of investments Advances for capacity and energy, net (22,665)20,705 1 784 (11,546)9,491 1 415 Net cash used for investing activities

~176~640 Cash flows from capital and related financing activities:

Payment for defeasance of revenue bonds Repayment of principal on long-term debt (319)~610~860 Net cash used for capital and related financing activities

~610~1179 Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (748)2 745~lr)7 (2,706)5 451 j~27~4 Supplemental disclosure of cash flow information:

Cash paid during year for interest (net of amount capitalized)

See notes to financial statements.

I I I I I I I' SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY HOOVER UPRATING PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE YEAR ENDED UNE 30 1996 (In thousands)

Advance Payments Funds Operating Fund Revenue Fund Operating Working Capital Fund Debt Service Account Debt Service Reserve Account General Reserve Account Total Balance at June 30, 1995 S 2410 560 S I 435 S 3 083 S 2876 S 10364 Additions:

Investment earnings Distribution of investment earnings Discount on investment purchases Revenue from power sales Distribution of revenues Transfer from escrow for principal and interest payments Total 16 193 85 2 393 2 099 2 (2)43 165 147 355 2 256 3,330 (3,342)251 29 (29)33 (90)289 3,177 2 433 5 842 152 (115)37 3 (213)211 2 382 2 383 237 628 3,330 2 318 6 513 Deductions:

Advances for capacity and energy Payment of principal Administrative expenditures Interest paid Premium on investment purchases Payment of principal and interest on escrow bonds 75 236 117 (5)610 1,978 2 318 37 75 610 348 1,978 37 2 318 Total 311 117~5 4 906 37 5 366 Balance at June 30, 1996 238 560~2;177~3083~52 S S 11 511 This schedule summarizes the receipts and disbursements in funds required under the Bond Indenture and has been prepared from the trust statements.

The balances in the funds consist of cash and investments at original cost.'Ihese balances do not include accrued interest receivable of$6 and$26 at June 30, 1996 and 1995, respectively, nor do they include total amortized net investment discount of$11Z and$52 at June 30, 1996 and 1995, respectivdy.

These balances abo do not include unrealized loss on investments in funds available for sale of$3 and$18 at June 30, 1996 and 1995, respectively.

41-l I ASSETS SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL BALANCE SHEET (In thousands) 1996 une 30 1995 Utility plant: Transmission General S 48,307 I 971 Less: Accumulated depreciation 50,278 846 Construction work in progress 49,432 3 116 39 179 Nct utility plant 52,548 39,179 Special funds: Investmcnts available for sale at fair value Interest receivable Cash and cash equivalents 21,591 841 1 548 32,759 1,246 I 280 23 980 35285 Accounts receivable Costs recoverable from future billings to participants Unrealized loss on invcstmcnts in funds availablc for sale 1,750 1,3.94 1,963 51 Prepaid expense 2,003 Unamortized debt expenses, less accumulated amortization of$1,257 and 8736 Total assets 9 8II8~895 5 10 408~88 889 LIABILITIES Long-term debt 86 417 86 267 Current liabilities:

Accrued interest Accounts payable Total current liabilities 2,588 590 3 178 2,588 34 2 622 Commitments and contingencies Total liabilities

~895 5 88 889 Sce notes to financial statcmcnts.

4 I I~~

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS THREE MONTHS ENDED UNE 30 1996*(In thousands)

Operating revenue: Sales of transmission services 226 Operating expenses: Other operation Maintenance Depreciation 213 13 342 Total operating expenses 568 Operating loss Investment income (342)410 Income before debt expense 68 Debt expense Costs recoverable from future billings to participants 1 462 0~%~3 See notes to financial statements.

• Operations commenced April 1996.

I I I~

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS (In thousands)

Cash flows from operating activities:

Cost recoverable from future billings to participants Adjustments to arrive at net cash provided by (used for)operating activities:

Depreciation Amortization of debt costs Changes in assets and liabilities:

Interest receivable Accounts receivable Other assets Accounts payable Year Ended une 30 1996 1995~1394 342 167 405 213 1,977 556 Net cash provided by operating activities 2 266 Cash flows from investing activities:

Interest received on investments Payments for construction of facility Purchases of investments Proceeds from sale/maturity of investments Reimbursement from WAPA (13,208)(3,264)14,474 4,251 (21,310)(2,725)26,078 83 Net cash (used for)provided by investing activities

~1998 6 377 Cash flows from capital and related financing activities:

Payment of interest on long-term debt Payment for bond issue costs (5,093)~9 Net cash used for capital and related financing activities 5 102 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 268 1,275 1 280 5~1~4~1280 Supplemental disclosure of cash flow information:

Cash paid during the period for interest (net of amount capitalized)

See notes to financial statements.

1 I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-PHOENIX PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR FNDFD UNE 30 1996 (In thousands)

Acquisition Account Debt Service Account Debt Service Reserve Account Revenue Fund Issue Fund Operating Fund Total Balance at Junc 30, 1995$18972 l 4288$5916 3,$4994 3,$34170 Additions:

Investment earnings Transfer of invcstmcnts Rcimburscmcnt from WAPA Transmission rcvcnuc Transfer of monthly tfansnllsslon costs 1,564 80 286 435 435 (435)360 297 154 297 2,441 80 360 Total 1 644 721 65 154 297 2 881 Deductions:

Construction expcnditurcs Intcrcst paid Premium and intcrcst paid on invcstmcnt purchases Operating cxpenscs 8,536 2,642 2,534 60 8,536 5,176 89 60 Total 8 536 2 642 2 623 60 13 861 Balance at Junc 30, 1996 teuJ 2~00~2867~5916 s 65~2525~287 tc 23~0 This schcdulc summarizes the receipts and disbursements in funds required under thc Bond Indenture and has been prepared from the trust statements.

Thc balances in the funds consist of cash and investmcnts at original cost.Thcsc balances do not include accrued intcrcst rcccivable of S841 and S1,246 at June 30, 1996 and 1995, rcspcctively, nor do they include total amortized nct invcstmcnt prcmiunls of$42 and$80 at Junc 30, 1996 and 1995, respectively.

These balances do not include unrealized loss on invcstmcnts in funds availablc for sale of S9 and$51 at Junc 30, 1996 and 1995, rcspcctivcly.

l 1' SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMENTAL BALANCE SHFFT (In thousands)

~SFTS 1996 une 30 1995 Utility plant: Transmission General 8 171,068 164 Less: Accumulated depreciation Construction work in progress Nct utility plant 171,232 1 255 169 977~154 011 154 011 Special funds: Investments availablc for sale at fair value Interest receivable Cash and cash equivalents 62,562 2,285 4 504 76,235 2,976 4 279 69 351 83 490 Accounts rcccivable 4,741 4,669 Costs rccovcrablc from future billings to participants Unrcalizcd loss on invcstmcnts in funds available for sale 4,383 28 171 Prepaid cxpcnsc 3,533 Unamortized debt cxpcnscs, less accumulated amortization of 83,582 and$2,098 28 123 29 607 Total assets 75 481 I.IABILITIFS Long-term debt 268 005 267 561 Current liabilities:

Accrued intcrcst Accounts payable Total current liabilities 7,884 780 8 664 7,885 35 7 920 Commitments and contingcncics Total liabilities Sce notes to financial statcmcnts.

~27t~66 275 481 I

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS THREE MONTHS ENDED UNE 30 1996*(In thousands)

Operating revenue: Sales of transmission services 172 Operating expenses: Other operation Maintenance Depreciation 145 27 1 182 Total operating expenses Operating loss 1 504 1 132 Investment income 1 174 Income before debt expense Debt expense 4 425 Costs recoverable from future billings to participants C~E)See notes to financial statements.

Operations commenced April 1996.

l SOUTHERN CALIFORNIA PUBLIC POVYER AUTHORITY MEAD-ADELANTO PROJECT SUPPLEMFNTAL STATEMFNT OF CASH FI.OWS (In thousands) 1996 une 30 1995 Cash flows from operating activities:

Cost recoverable from future billings to participants Adjustments to arrive at nct cash provided by (used for)operating activities:

Dc preciation Amortization of debt costs Changes in assets and liabilities:

Interest receivable Accounts receivable Prepaid expense Accrued interest Accounts payable (3 4,383)3 1,132 482 691 (72)3,467 (I)745 Nct cash provided by operating activities 2 981 Cash flows from investing activities:

Intcrcst rcceivcd on investments Payments for construction of facility Purchases of invcstmcnts Procccds from sale/maturity of investments Reimbursement from O'APA (15,652)(9,184)23,000 11,316 (71,033)(4,627)84,113 28 Nct cash (used for)provided by investing activities

~1838 19 797 Cash flows from capital and related financing activities:

Payments of interest on long-term debt Payment for bond issue costs (15,487)~31 Nct cash used for capital and related financing activities 15 518 Nct increase in cash and cash equivalents Cash and cash cquivalcnts at beginning of year Cash and cash equivalents at cnd of year 225 4,279 4 279~449k S 4 279 Supplemental disclosure of cash flow information:

Cash paid during the period for interest (net of amount capitalized)

Sec notes to financial statements.

l I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY hIEAD-ADELANTO PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEhIENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED UNE 30 1996 (In thousands)

Debt Acquisition Service Account Account Debt Service Reserve Account Operating Fund Issue Fund Rcvenuc Fund Total Balance at June 30, 1995$36 134$11 793$16 267$$16 760$$80 954 Additions:

Investment earnings Transfer of invcstmcnt earnings Reimbursement from WAPA Transfers to operating fund Transmission revenue 3,217 13 772 1,196 1,196 (1,196)451 517 1 5,704 13 (451)521 521 Total 3 230 1 968 452 517 71 6 238 Deductions:

Construction expenditures Intcrcst paid Premium and interest paid on invcstmcnt purchases Operating cxpcnscs 3,697 7,264 189 8,505 298 3,697 15,769 298 191 Total 3 699 7 264 189 8 803 19 955 Balance at June 30, 1996~85 663~64~7~16 267$263~8474~71~67 237 This schcdulc summarizes the receipts and disburscmcnts in funds required under the Bond Indenture and has been prcparcd from thc trust statements.

Thc balances in the funds consist of cash and investmcnts at original cost.These balances do not include accrued interest receivable of S2,285 and S2,976 at June 30, 1996 and 1995, respectively, nor do they include total amortized nct invcstmcnt premiums of S143 and S269 at June 30, 1996 and 1995, respectively.

Thcsc balances do not include unrcalizcd loss on investments in funds available for sale of S28 and S171 at Junc 30, 1996 and 1995, respectively.

I I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL BALANCE SHEET (In thousands)

ASSETS 1996 une 30 1995 Special funds: Investments available for sale at fair value Interest receivable 8 250,888 8 249,020 9220 9194.Total assets LIABILITIES Long-term debt Arbitrage rebate payable~2~1$2~214$242 786$242.107 77 Accounts payable to Mead-Phoenix Project and Mead-Adelanto Project Deferred credits 6 402 2 664 6.632 1.141 Current liabilities:

Accrued interest 8 256 8.257 Commitments and contingencies Total liabilities

~2)Jgg~2M 214 See notes to financial statements.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL STATEMENT OF CASH FLOWS (In thousands) 1996 Year Ended une 30 1995 Cash flows from operating activities Cash flows from investing activities:

Interest received on investments Arbitrage payment Purchases of investments Proceeds from sale/maturity of investments 18,380 (1,868)18,470 (3,757)(1,958)5 757 Net cash provided by investing activities 16 512 16.512 Cash flows from capital and related financing activities:

Payments of interest on long-term debt 16 512 16 512 Net cash used for capital and financing activities

~16 512~16 512 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See notes to financial statements.

I I I I I')I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MULTIPLE PROJECT FUND SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED UNE 30 1996 (In thousands)

Proceeds Account Debt Service Account Earnings Account Total Balance at June 30, 1995 247 727~1295 249 020 Additions:

Investment earnings Transfer to earnings account Transfer to debt service account 18,208 (16,512)172 16,512 16 512~16 512 18,380 Total 1 696 16.512 172 18 580 Deductions:

Interest paid Total 16 512 16 512 16 512 16 512 Balance at June 30, 1996~249 42'f~2%Un g This schedule summarizes the receipts and disbursements in funds required under the Bond Indenture and has been prepared from the trust statements.

The balances in the funds consist of investments at original cost.These balances do not include accrued interest receivable of 59,220 and$9,194 at June 30, 1996 and 1995, respectively.

I I I I I I SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT ASSETS SUPPLFMFNTAL BAI.ANCE SHFET (In thousands) 1996 une 30 1995 Utility plant: Production General S 183,309 8 613 8 183,309 7 688 Less-Accumulated depreciation 191,922 36 622 190,997 24 415 Construction work in process 155,300 3 501 166,582 2 488 Nct utility plant 158 801 169 070 Special funds: Investmcnts available for sale at fair value Intcrcst rcccivablc Cash and cash equivalents 34,170 67 7 546 28,699 69 8 274 41 783 37 042 Accounts receivable 945 1,891 Materials and supplies Costs rccovcrablc ftxun future billings to participants Unrcalizcd loss (gain)on investments in funds availablc for sale 3,569 31,780 3,679 23,063 (28)Unamortized debt expenses, less accumulated amortization of$942 and$628 3 090 3 461 Total assets~2~72 238 78 LIABILITIFS Long-term debt 222 444 228 167 Current liabilities:

Long-term debt due within one year Accrued interest Accounts payable 6,035 5,994 5 499 5,994 4 017 Total current liabilities 17 528 10 011 Commitntcnts and contingcncics Total liabilities See notes to financial statements.

~23~7 238 178 l

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT SUPPLEMENTAL STATEMENT OF OPERATIONS (In thousands)

Year Ended une 30 1996 1995 Operating revenue: Sales of electric energy Operating expenses: Other operations Maintenance Depreciation Decommissioning Total operating expenses Operating income (loss)Investment income 50 117 314 35,760 9,095 3 113 48 282 1,835 2 062 50 854 316 38,511 9,095 3 112 51 034 (180)1.884 Income before debt expense Debt expense Costs recoverable from future billings to participants 3,897 12.614 5 8717 1,704 12 598 See notes to financial statements.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT SUPPLEMENTAL STATEMENT OF CASH FLOWS (In thousands)

Year Ended une 30 1996 1995 Cash flows from operating activities:

Costs recoverable from future billings to participants Adjustments to arrive at net cash provided by (used for)operating activities-Depreciation Decommissioning costs Amortization of debt costs Changes in assets and liabilities:

Interest receivable Accounts receivable Materials and supplies Other assets Accounts payable 9,095 3,113 626 9,095 3,112 610 2 946 110 56 1 482 (59)(669)1,340 81 711 (S 8,717)(S 10,894)Net cash provided by operating activities 6 713 3 327 Cash flows from investing activities:

Payments for construction of facility Purchases of investments Proceeds from sale/maturity of investments (1,938)(14,370)8 867 (1,861)(12,749)10 918 Net cash used for investing activities 7 441 3 692 Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (728)(365)8 274 8 639~Kk M~>>4 Supplemental disclosure of cash flow information:

Cash paid during the year for interest (net of amount capitalized) i~12K~>I'K See notes to financial statements.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY SAN JUAN PROJECT SUPPLEMENTAL SCHEDULE OF RECEIPTS AND DISBURSEMENTS IN FUNDS REQUIRED BY THE BOND INDENTURE FOR THE YEAR ENDED UNE 30 1996 (In thousands)

Revenue Fund Operating Fund Operating Reserve Project Fund Debt Service Reserve&Debt Service Revenue Reserve~Contin ene Total Balance at June 30, 1995$1 633 112$5 994~18 025 rt 11 179~36 943 Additions:

Investment earnings Distribution of investment earnings Discount on investment purchases Revenue from power sales Distribution of revenues Refund from Century Power Corporation Total 32 1,945 4 52,933 (54,914)(64)10 38,249 38 249 12 (168)114 14,515 400 414 14 515 1,061 (1,061)537 (652)112 2,145 1,750 242 52,933 400 2 142 55 325 Deductions:

Payment for construction Administrative expenditures Interest paid Total 1,938 36,691 38 629 11 988 11 988 1,938 36,691 11 988 50 617 Balance at June 30, 1996~253 g 5 g 526 3 8 621~18 026~3 321 r~4~65 This schedule summarizes the receipts and disbursements in funds required under the Bond Indenture and has been prepared from the trust statements.

The balances in the funds consist of cash and investments at original cost.These balances do not include accrued interest receivable of S67 and S69 at June 30, 1996 and 1995, respectively, nor do they include total amortized net investment discount of$69 and S2 at Junc 30, 1996 and 1995, respectively.

These balances do not include unrealized loss (gain)on investments in funds available for sale of S4 and ($28)at June 30, 1996 and 1995, respectively.

I