SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 000-20371
GULF STATES UTILITIES COMPANY EMPLOYEES' THRIFT PLAN
(Full title of the plan)
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
(Issuer and address of principal executive office)
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GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
Table of Contents
Page
Number
Herein
(a)Financial Statements:
Report of Independent Accountants 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996 3
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1997 4
Notes to Financial Statements 5
(b)Supplemental Schedule:
Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1997 13
Signature 14
(c)Exhibit:
Consent of Coopers & Lybrand L.L.P. 15
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustee and Participants of the
Gulf States Utilities Company Employees' Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of Gulf States Utilities Company Employees' Thrift Plan (the Plan)
as of December 31, 1996, and the statement of changes in net assets
available for benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the table of contents on page 1 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but
is supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of net
assets available for benefits and statement of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for benefits and changes in
net assets available for benefits of each fund. The supplemental schedule
and Fund Information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 26, 1998
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<TABLE>
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GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1996
Fund Information
Investment
Common Acorn Guardian Puritan Savings Contract Participants'
Total Stock Fund Fund Fund Fund Fund Loans
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Assets:
Investments:
Cash and temporary cash $1,610,704 $ 11,679 $74,708 $17,324 $1,442,026 $11,126 $53,841
investments
Equity securities:
Entergy Corporation common stock,
36,648 shares 1,012,401 1,012,401 - - - - - -
Mutual funds 3,665,289 - 2,159,459 417,529 331,384 - 756,917 -
Fixed income securities:
U. S. Treasury and government
agency securities 200,500 - - - - 200,500 - -
Guaranteed investment contracts 352,679 - - - - - 352,679 -
Participant loans 473,355 - - - - - - 473,355
----------------------------------------------------------------------------------------
Total investments 7,314,928 1,024,080 2,234,167 417,529 348,708 1,642,526 1,120,722 527,196
Contributions receivable 70,582 - 36,112 8,786 6,634 8,502 10,548 -
Investment income receivables and 281,378 11,458 223,319 24,831 8,095 11,620 2,055 -
other
----------------------------------------------------------------------------------------
Total assets 7,666,888 1,035,538 2,493,598 451,146 363,437 1,662,648 1,133,325 527,196
Liabilities:
Investment acquisition 849,130 21,727 - 18,525 - 803,598 5,280 -
liabilities and other
----------------------------------------------------------------------------------------
Net Assets Available for Benefits $6,817,758 $1,013,811 $2,493,598 $432,621 $363,437 $859,050 $1,128,045 $527,196
========================================================================================
See Notes to Financial Statements.
</TABLE>
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<TABLE>
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GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1997
Fund Information
Investment
Common Acorn Guardian Puritan Savings Contract Participants'
Total Stock Fund Fund Fund Fund Fund Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Benefits - Beginning of Year $6,817,758 $1,013,811 $2,493,598 $ 432,621 $ 363,437 $ 859,050 $1,128,045 $ 527,196
Increases:
Investment Income:
Dividends 142,182 66,135 27,847 14,020 25,900 4,839 3,441 -
Interest 68,249 620 946 649 472 35,319 740 29,503
Net realized and unrealized
appreciation
of investments 907,492 60,194 620,606 75,617 73,645 13,754 63,676 -
------------------------------------------------------------------------------------------------
Total investment income 1,117,923 126,949 649,399 90,286 100,017 53,912 67,857 29,503
------------------------------------------------------------------------------------------------
Employee contributions 788,408 74,822 366,112 100,043 73,129 76,342 97,960 -
Employer contributions - net 294,808 29,305 130,667 32,192 24,901 35,853 41,890 -
of forfeitures
------------------------------------------------------------------------------------------------
Total increases 2,201,139 231,076 1,146,178 222,521 198,047 166,107 207,707 29,503
------------------------------------------------------------------------------------------------
Decreases:
Distributions to withdrawing
participants and other, net 329,957 25,024 69,848 10,596 9,013 36,823 13,685 164,968
------------------------------------------------------------------------------------------------
Total decreases 329,957 25,024 69,848 10,596 9,013 36,823 13,685 164,968
------------------------------------------------------------------------------------------------
Net increases (decreases) 1,871,182 206,052 1,076,330 211,925 189,034 129,284 194,022 (135,465)
before transfers
Net transfers to affiliated plan (8,688,940) (1,060,156) (3,247,204) (1,160,538) (710,316) (942,564) (1,047,121) (521,041)
Net transfers between the funds - (159,707) (322,724) 515,992 157,845 (45,770) (274,946) 129,310
------------------------------------------------------------------------------------------------
Net decreases (6,817,758) (1,013,811) (2,493,598) (432,621) (363,437) (859,050) (1,128,045) (527,196)
------------------------------------------------------------------------------------------------
Net Assets Available for
Benefits, End of Year $ - $ - $ - $ - $ - $ - $ - $ -
================================================================================================
See Notes to Financial Statements.
</TABLE>
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GULF STATES UTILITIES COMPANY EMPLOYEES' THRIFT PLAN
Notes to Financial Statements
1. GSU Thrift Plan and Entergy Savings Plan Merger
On May 5, 1994, the Board of Directors of Entergy Corporation
(Board) approved the combination of the Gulf States Utilities
Company Employees' Thrift Plan (GSU Thrift Plan) and the Savings
Plan of Entergy Corporation and Subsidiaries (Entergy Savings
Plan). This combination was approved by the Entergy Gulf States
Board of Directors on May 23, 1994.
On January 1, 1995, the non-bargaining employees of Entergy Gulf
States, Inc. (formerly Gulf States Utilities Company, referred to
herein as the Company), began making new contributions to the
Entergy Savings Plan. In April 1995, the non-bargaining employees'
and inactive participants' assets were transferred from the GSU
Thrift Plan to the Entergy Savings Plan. Bargaining unit
employees, other than River Bend bargaining employees, joined the
Entergy Savings Plan on October 1, 1995 and their assets were
transferred in October 1995. The River Bend bargaining employees
elected to remain in the GSU Thrift Plan. During 1995, the GSU
Thrift Plan transferred $71,777,638 in cash and $39,867,964 in
securities to the Entergy Savings Plan. During 1996, the GSU
Thrift Plan transferred the outstanding participants' loan balances
to the Entergy Savings Plan for bargaining unit employees of the
Company, other than River Bend.
Effective December 31, 1997, the GSU Thrift Plan was merged into
the Entergy Savings Plan. The merger resulted in the transfer of
the remaining assets from the respective funds in the GSU Thrift
Plan to similar funds available under the Entergy Savings Plan.
The transfer had no effect on participants' benefits. The table
below represents the conversion map for the transfer of funds
between the plans.
From the GSU Thrift Plan To the Entergy Savings Plan
Entergy Corporation Stock Fund Entergy Corporation Stock Fund
Acorn Fund New Horizons Fund
Guardian Fund Equity Income Fund
Puritan Fund Balanced Fund
Savings Fund Entergy Stable Income Fund
Investment Contract Fund Entergy Stable Income Fund
Participants' Loans Participants' Loans
2. Summary of Significant Accounting Policies
Basis of presentation: The accompanying financial statements have
been prepared on the accrual basis and present the Statement of Net
Assets Available for Benefits With Fund Information and the
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the GSU Thrift Plan.
Benefits payable for terminations and withdrawals are included in
net assets available for benefits and are charged to net assets
when paid. This accounting method differs from that required in
the Internal Revenue Service and Department of Labor Form 5500
which requires benefits payable to be accrued and charged against
net assets in the period the liability arises. Net assets available
for benefits as of December 31, 1996, and the net decrease in net
assets available for benefits for the year ended December 31, 1997
differ from that reported in the Form 5500 as follows:
Net Assets Available
for Benefits
1996
As reported herein $6,817,758
Accrued benefits payable (5,477)
----------
To be reported in Form 5500 $6,812,281
==========
Net Decrease in
Net Assets Available for Benefits
1997
As reported herein 6,817,758
Accrued benefits payable (5,477)
-----------
To be reported in Form 5500 $ 6,812,281
===========
The GSU Thrift Plan presents in the statement of changes in net
assets the net appreciation (depreciation) in the fair value of its
investments which consist of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
As discussed in Note 1 above, the GSU Thrift Plan was merged into
the Entergy Savings Plan on December 31, 1997. However, Hibernia
National Bank, as trustee for the GSU Thrift Plan did not transfer
the assets of the plan to the trustee of the Entergy Savings Plan
until January 1, 1998. As the merger was effective December 31,
1997, these assets are presented on the Entergy Savings Plan
statement of net assets available for benefits as of December 31,
1997 as "investments held by prior trustee" and, accordingly,
no statement of net assets available for benefits is presented for
1997. These assets are comprised of the following:
Investments Cost Current Value
Cash and temporary cash investments $1,756,512 $ 1,756,512
Entergy Corporation Common Stock 805,318 1,018,504
Mutual Funds 3,209,749 3,883,574
Loans to Participants 0 521,041
Interest and Dividend Income: Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date.
Investments: Cash equivalents are valued at cost, which
approximates fair value. Investments in equity and fixed income
securities are stated at their fair value as determined by quoted
market prices on the valuation date in compliance with the
Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974 (ERISA), as amended. Purchases and sales of securities are
accounted for on the trade date.
The values of guaranteed investment contracts (GICs) are recorded
at contract value, which approximates fair value. Contract value
represents amounts invested under the GICs, plus interest earned
and reinvested through the valuation date at the contracted rate.
All investment contracts matured during 1997. Remaining
investments in this fund are invested in mutual funds or cash and
cash equivalents.
Expenses: All costs and expenses incurred in the direct purchase or
sale of securities and fees charged under the Investment Contract
Fund are charged to participants' accounts. All administrative
expenses of the GSU Thrift Plan are borne by the Company except for
the administrative expenses related to the Savings Fund which are
paid from plan assets. The GSU Thrift Plan reserves the right to
have future administrative expenses for the other funds paid from
plan assets.
Tax status: The GSU Thrift Plan obtained its latest determination
letter on June 19, 1995, in which the Internal Revenue Service
stated that the plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The GSU
Thrift Plan has been amended since receiving the determination
letter. However, the plan administrator and the plan's tax counsel
believe that the GSU Thrift Plan is currently designed and being
operated in compliance with the applicable requirements of the
Internal Revenue Code. Accordingly, no provision for income taxes
has been included in the Entergy Savings Plan's financial
statements.
Use of estimates in the preparation of financial statements: The
preparation of the GSU Thrift Plan financial statements, in
conformity with generally accepted accounting principles, requires
management to make estimates and assumptions that affect reported
amounts in the Statement of Net Assets Available for Benefits with
Fund Information and the Statement of Changes in Net Assets
Available for Benefits with Fund Information. Adjustments to the
reported amounts may be necessary in the future to the extent that
future estimates or actual results are different from the estimates
used in the 1997 financial statements.
3. Summary of GSU Thrift Plan Provisions
The following description of the GSU Thrift Plan is provided for
general information purposes only. GSU Thrift Plan participants
should refer to the GSU Thrift Plan document for a more complete
description of the GSU Thrift Plan provisions.
General: The GSU Thrift Plan is a defined contribution plan of the
Company and is subject to the provisions of ERISA. The ERISA
provisions set forth the requirements for participation, vesting of
benefits, fiduciary conduct for administering and handling plan
assets, and for disclosure of plan information.
Eligibility: The GSU Thrift Plan is available to active River Bend
Steam Electric Generating Station (River Bend) bargaining employees
of Entergy Operations, Inc. as of October 31, 1995 who have
completed one year of service and worked 1,000 or more hours.
Contributions: Contributions made by or on behalf of participants
are deposited with Hibernia National Bank of New Orleans as Trustee
for the GSU Thrift Plan. Participants may elect to contribute,
through payroll deductions, two to six percent of their base salary
(basic). The Company makes matching contributions to the GSU Thrift
Plan in an amount equal to 50 percent of a participant's basic
contribution (matching). Participants may contribute an additional
two to ten percent of their base salary (supplemental) for which
there are no matching contributions. Basic and supplemental
contributions may be made on a before-tax basis (401(k)
contributions), an after-tax basis, or a combination of both.
Contributions are monitored and limited by federal tax legislation.
The limit for the 1997 401(k) contribution was $9,500 per
participant.
Investments: Employee and Company contributions made on behalf of
participants are invested by the Trustee as specified by each
participant. Earnings on participant contributions are allocated
based on participants' account balances as of the first day of each
month.
Participants may direct contributions to the following investment
options:
Entergy Corporation Stock Fund - Funds are invested in
common stock of Entergy Corporation.
Acorn Fund - Funds are invested in common stocks of small
and medium-sized companies, including international
companies. This mutual fund invests with the objective
of capital growth.
Guardian Fund - Funds are invested in a large number of
common stocks of long-established, high quality
companies. This mutual fund invests with the objective
of capital appreciation first, and then secondarily for
current income.
Puritan Fund - Funds are invested in a broadly
diversified portfolio of high-yielding securities,
including common stocks, preferred stocks, and bonds.
This mutual fund invests with the objective of obtaining
as much income as possible, consistent with the
preservation and conservation of capital.
Savings Fund - Funds are invested in savings accounts and
certificates of deposit, and other investments backed by
the full faith and credit of the United States of America
and its agencies.
Investment Contract Fund - Funds are invested in various
investment contracts, cash reserves, and pooled or
commingled funds which hold investment contracts and
similar fixed income investments.
Prior to the merger discussed in Note 1 herein, the Plan had the
following number of participants in each investment option as of
December 31, 1997:
Number of
Participants
Entergy Corporation Stock Fund 87
Acorn Fund 189
Guardian Fund 107
Puritan Fund 81
Savings Fund 91
Investment Contract Fund 86
Vesting: Amounts contributed by participants and the Company are
fully vested at the time of deposit.
GSU Thrift Plan termination: Although it has not expressed any
intent to do so, the Company has the right under the GSU Thrift
Plan to discontinue its contributions at any time and to terminate
the GSU Thrift Plan subject to the provisions of ERISA. In the
event of termination of the GSU Thrift Plan, participants would
receive the total value of their accounts, determined as of the
date of termination.
In-Service withdrawals: While employed, participants may, with
certain restrictions, withdraw all or a portion of the value of
their basic and supplemental contributions after-tax. Withdrawals
of before - tax contributions may be subject to a ten percent
penalty unless the participant is age 59 1/2 or older. The GSU
Thrift Plan also has a financial hardship withdrawal provision.
Loans to participants: The GSU Thrift Plan has a loan provision
whereby participants who are actively employed may borrow an amount
from their eligible account(s) based on the balance of such
account(s). The amount borrowed is deducted from the participant's
eligible account(s) and repaid with interest in accordance with an
established schedule. If a participant with an outstanding loan
separates from service and is not retired, the remaining principal
balance of the loan is treated as a taxable distribution and may be
subject to a ten percent penalty unless the amount is repaid in
full within a specified period from the date of separation.
Distributions upon separation from service: Upon leaving the
Company, participants become eligible to receive a single-sum
distribution of the entire vested value of the GSU Thrift Plan
accounts. There are certain provisions regarding account balances
under $3,500 and the attainment of age 70 1/2.
Asset value per unit: Prior to the merger discussed in Note 1
herein, the number of units and net asset value per unit for the
funds as of December 31, 1996 were as follows:
1996
Entergy Corporation Stock Fund:
Number of units 36,648
Net Asset Value per unit $27.66
Acorn Fund:
Number of units 1,669,406
Net Asset Value per unit $1.49
Guardian Fund:
Number of units 277,458
Net Asset Value per unit $1.56
Puritan Fund:
Number of units 260,159
Net Asset Value per unit $1.40
Savings Fund:
Number of units 744,802
Net Asset Value per unit $1.15
Investment Contract Fund:
Number of units 968,921
Net Asset Value per unit $1.16
Inactive accounts: Prior to the merger discussed in Note 1 herein,
the amounts allocated to accounts of GSU Thrift Plan participants
who have withdrawn from participation in the GSU Thrift Plan, but
for which disbursements of those funds from the GSU Thrift Plan
have not yet been made is $277,669 as of December 31, 1997.
Other: The following represents investments in excess of
five percent of the current value of net assets available for
benefits as of December 31, 1996:
Investment December 31, 1996
Cash and temporary cash investments $1,610,704
Entergy Corporation Stock Fund $1,012,401
Mutual Funds:
Acorn Fund $2,159,459
Guardian Fund $ 417,529
Investment Contract Fund $ 756,917
Participant Loans $ 473,355
The following represents investments at cost as of December 31,
1996:
Investment December 31, 1996
Cash and temporary cash investments $1,610,704
Entergy Corporation Common Stock $ 857,085
Mutual Funds:
Acorn Investment Trust - Acorn Fund $1,819,827
American Express Trust Fund $ 714,233
Neuberger & Berman Equity Trust - Guardian Fund $ 391,024
Fidelity Puritan Fund, Inc. - Puritan Fund $ 325,293
Fixed Income Securities:
U.S. Treasury and government agency securities $ 200,531
Guaranteed investment contracts $ 352,679
<PAGE>
SUPPLEMENTAL SCHEDULE
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GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1997
E.I.N. 74-0662730 (Plan No. 002)
Selling or
Number of Purchase Redemption
Description Transactions Price Price Cost Gain/(Loss)
<S> <C> <C> <C> <C> <C>
Purchase Transactions:
Fidelity Institutional Treasury 142 $5,737,755
Portfolio II, B
Acorn Investment Trust - Acorn Fund 15 $766,189
US Treasury Bills 2 $364,091
US Treasury Notes 5 $495,949
Sale Transactions:
Fidelity Institutional Treasury 62 $5,705,786 $5,705,786 $0
Portfolio II, B
US Treasury Bills 2 $367,502 $364,091 $3,411
US Treasury Notes 1 $495,386 $495,949 ($563)
</TABLE>
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SIGNATURE
The GSU Thrift Plan. Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Employee Benefits Committee
has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
By: /s/ Richard N. Ferguson
Richard N. Ferguson
Director of Human
Resource Operations
Dated: June 29, 1998
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Entergy Gulf States, Inc. (formerly Gulf States Utilities
Company) on Form S-8 (File No. 2-76551) of our report dated June 26,
1998, on our audits of the financial statements and supplemental
schedule of the Gulf States Utilities Company Employees' Thrift
Plan as of December 31, 1996 and for the year ended December 31, 1997,
which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 26, 1998
