File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
____________________________
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(Name of company filing this statement
and address of principal executive offices)
____________________________
Entergy Corporation
(Name of top registered holding company parent of
each applicant or declarant)
____________________________
Terry L. Ogletree Gerald D. McInvale
President Executive Vice President
Entergy Enterprises, Inc. Chief Financial Officer
900 South Shackleford Road Entergy Corporation
Little Rock, AR 72211 639 Loyola Avenue
New Orleans, LA 70113
(Names and addresses of agents for service)
____________________________
The Commission is also requested to send copies
of any communications in connection with this matter to:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
Thomas C. Havens, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transaction.
Entergy Corporation ("Entergy"), a Delaware corporation
which is a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), hereby
requests any requisite approval of the Securities and Exchange
Commission (the "Commission") under the Act for Entergy to
reorganize its holdings in Entergy Richmond Power Corporation
("Entergy Richmond"), a Delaware corporation and an existing
indirect subsidiary company of Entergy which currently qualifies
as an "exempt wholesale generator" ("EWG") as defined in Section
32(a) of the Act, upon the consummation of certain transactions
which will cause Entergy Richmond to lose its EWG status under
the Act, all as more particularly described herein.
I. Background.
A. The Entergy System.
Entergy and its various direct and indirect subsidiary
companies comprise the Entergy System.<FN1> Entergy, through its
public-utility subsidiaries, is engaged principally in the
generation, transmission, distribution and sale of electricity at
retail and wholesale and the purchase of electricity at
wholesale. Entergy provides retail electric service to
approximately 2.4 million customers in the States of Arkansas,
Louisiana, Mississippi, Tennessee and Texas, and retail gas
service in the Baton Rouge and New Orleans, Louisiana areas.
Entergy also is engaged in various energy-related businesses
through its wholly-owned subsidiary, Entergy Enterprises, Inc.,
and other subsidiaries. One such subsidiary is Entergy Power
Development Corporation ("EPDC"), an EWG which develops, acquires
and holds, through various direct and indirect EWG subsidiaries,
Entergy's investments in "eligible facilities" within the meaning
of Section 32(a) of the Act. Such investments include a 50%
ownership interest, held through its wholly-owned subsidiary
Entergy Richmond, in Richmond Power Enterprise, L.P. ("Richmond
Power"), a Delaware limited partnership which is also an EWG.
The other 50% ownership interest in Richmond Power is owned by
Enron-Richmond Power Corp. ("Enron-Richmond"), an indirect wholly-
owned subsidiary of Enron Corporation.<FN2>
Richmond Power currently owns and operates the Richmond
Cogeneration Facility (the "Facility"), a 250 MW electric
generating plant located in Richmond, Virginia. Richmond Power
currently sells all of the capacity and energy from the Facility
at wholesale to Virginia Electric and Power Company ("VEPCO")
under a long-term power purchase agreement (the "PPA"), and the
thermal energy produced by the Facility to an adjacent industrial
customer under a steam sales agreement (the "Steam Sales
Agreement").
In order to resolve disputes between Richmond Power and
VEPCO regrading the status of the Facility as a "qualifying
facility" under the Public Utility Regulatory Policies Act of
1978, and Richmond Power's performance under the PPA, Richmond
Power and VEPCO have entered into an agreement providing for the
sale of the Facility to VEPCO and the amendment and transfer of
the PPA from Richmond Power to Enron Power Marketing, Inc.
("Enron Marketing"), an affiliate of Enron-Richmond, subject to
satisfaction of certain conditions (including consent of Richmond
Power's lenders, consent of the "steam host" to termination of
the Steam Sales Agreement and receipt of all requisite state and
federal regulatory approvals). Upon satisfaction of such
conditions, ownership of the Facility will be transferred in its
entirety to VEPCO, and VEPCO will assume full responsibility for
the operation, maintenance and management of the Facility. VEPCO
will make a cash payment to Richmond Power in consideration of
such transfer.
Concurrently with such transfer, the PPA will be amended,
and Richmond Power's interest therein will be assigned to Enron
Marketing. As consideration for the assignment of the amended
PPA to Enron Marketing, Enron Marketing will agree to make
certain payments to Richmond Power, including a "pass through" of
all or most of the capacity payments that will be made to Enron
Marketing under the amended PPA. Payments received by Richmond
Power from Enron Marketing will be used to service and retire
Richmond Power's term debt obligations (expected to be take
approximately 10 years), and to provide some incremental income
to Richmond Power. Richmond Power would continue in existence
for the sole purpose of receiving and distributing such payments,
and will not be engaged in any other business.
II. Proposed Transactions.
After the transactions described above are consummated,
Richmond Power will no longer own or operate any "eligible
facilities" within the meaning of Section 32(a) of the Act.
Entergy Richmond believes that, in such event, Richmond Power and
Entergy Richmond will no longer qualify as EWGs under Section 32.
Moreover, in light of the "exclusivity" requirement of Section
32, the continued ownership by EPDC of its interests in Entergy
Richmond and Richmond Power following the loss of their EWG
status could call into question EPDC's status as an EWG.
Accordingly, Entergy proposes to acquire from EPDC its ownership
interest in Entergy Richmond (and, indirectly, in Richmond
Power).
The transfer of the shares of Entergy Richmond would occur
contemporaneously with the closing of the sale of the Facility to
VEPCO.<FN3> At least initially, Entergy would directly acquire all
issued and outstanding shares of Entergy Richmond from EPDC.
Entergy may ultimately choose to transfer its interests in
Entergy Richmond and Richmond Power to a new special purpose
subsidiary company.<FN4> Entergy does not currently anticipate
making any additional investments in Entergy Richmond or Richmond
Power. Entergy will only make such additional investments
pursuant to further Commission authorization or as otherwise
permitted by rule or regulation under the Act.
III. Compliance With Rules 53 and 54.
Entergy hereby represents that, pursuant to Rule 54 under
the Act, all of the criteria of Rule 53(a) and (b) are satisfied.
Item 2. Fees, Commissions and Expenses.
The estimated fees, commissions and expenses expected to be
paid or incurred, directly or indirectly, in connection with the
transactions described herein will be supplied by amendment.
Item 3. Applicable Statutory Provisions.
The transactions proposed herein may be subject to Sections
6(a), 7, 9(a), and 10 of the Act and Rules 53 and 54 thereunder.
To the extent that the proposed transactions are considered by
the Commission to require authorization, approval or exemption
under any Section of the Act or rule thereunder, other than those
specifically referred to above, request for such authorization,
approval or exemption is hereby made.
Item 4. Regulatory Approval.
No state or Federal commission, other than the Commission,
has jurisdiction over the transactions proposed herein.
Item 5. Procedure.
Entergy respectfully requests that the Commission issue its
order granting and permitting this Application-Declaration to
become effective as soon as practicable, but in any event not
later than September 30, 1996.
Entergy hereby (i) waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission, (ii) agrees that the Division of Investment
Management may assist in the preparation of the decision of the
Commission, and (iii) requests that there be no waiting period
between the issuance of the order of the Commission and the day
on which such order is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F - Opinion(s) of Counsel (to be filed by amendment).
G - Financial Data Schedules.
H - Proposed Form of Notice.
(b) Financial Statements:
Financial Statements of Entergy Corporation and of Entergy
Corporation and subsidiaries, consolidated, as of March 31, 1996
(reference also is made to Exhibit G hereto).
Except as reflected in the Financial Statements, no material
changes not in the ordinary course of business have taken place
since March 31, 1996.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve any major Federal
action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY CORPORATION
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Executive Vice President and
Chief Financial Officer
Dated: July 22, 1996
_______________________________
<FN1> The Entergy System currently consists of: (1) five regulated
retail electric utility companies - Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc. and Entergy New Orleans, Inc. (such
companies, collectively, the "System operating companies");
(2) a wholesale electric generating company that sells power
to the System operating companies (other than Entergy Gulf
States, Inc.) - System Energy Resources, Inc.; (3) a service
company subsidiary - Entergy Services, Inc.; (4) a nuclear
management service company - Entergy Operations, Inc.; (5) a
fuel supply subsidiary - System Fuels, Inc.; (6) a company
that markets and sells its capacity and energy at wholesale
to non-associate bulk power purchasers - Entergy Power,
Inc.; (7) a company that develops energy and energy-related
projects on behalf of the Entergy System, and markets skills
and products developed by System companies - Entergy
Enterprises, Inc.; (8) an energy management services company
- Entergy Integrated Solutions, Inc.; and (9) various
companies formed to own Entergy's interests in domestic and
foreign energy, energy-related and telecommunications
businesses.
<FN2> Each of Entergy Richmond and Enron-Richmond owns a 49%
limited partnership interest and a 1% general partnership
interest in Richmond Power. As of June 1, 1996, Entergy's
"aggregate investment" (as defined in Rule 53(a)) in
Richmond Power was approximately $12.5 million.
<FN3> At that time, in accordance with Federal Energy Regulatory
Commission ("FERC") regulations, each of Entergy Richmond,
Richmond Power and Enron-Richmond would notify the FERC that
it ceases to be an EWG under the Act.
<FN4> Entergy would seek any requisite Commission approval to
organize one or more such special purpose subsidiaries.
EXHIBIT H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35-_______/ File No. 70-________
___________________________________
In the Matter of :
:
:
ENTERGY CORPORATION :
:
:
___________________________________:
NOTICE OF APPLICATION CONCERNING PROPOSED ACQUISITION OF
SECURITIES
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, has filed
an application-declaration pursuant to Sections 6(a), 7, 9(a) and
10 of the Act and Rules 53 and 54 thereunder.
Entergy presently holds, indirectly through its subsidiaries
Entergy Power Development Corporation ("EPDC") and Entergy
Richmond Power Corporation ("Entergy Richmond"), a 50% ownership
interest Richmond Power Enterprise, L.P. ("Richmond Power").
Richmond Power currently owns and operates a 250 MW electric
generating facility located in Richmond, Virginia (the
"Facility"). Each of EPDC, Entergy Richmond and Richmond Power
is an "exempt wholesale generator" ("EWGs"), as defined in
Section 32 of the Act. As of June 1, 1996, Entergy's "aggregate
investment" in Richmond Power was approximately $12.5 million.
Richmond Power currently sells all of the capacity and
energy from the Facility at wholesale to Virginia Electric and
Power Company ("VEPCO") under a long-term power purchase
agreement (the "PPA"). In order to resolve disputes between
Richmond Power and VEPCO regrading the status of the Facility as
a "qualifying facility" under the Public Utility Regulatory
Policies Act of 1978, and Richmond Power's performance under the
PPA, Richmond Power and VEPCO have entered into an agreement
providing for the sale of the Facility to VEPCO and the amendment
and transfer of the PPA from Richmond Power to Enron Power
Marketing, Inc. ("Enron Marketing"), an affiliate of Enron-
Richmond Power Corp., the co-owner of Richmond Power, subject to
satisfaction of certain conditions (including consent of Richmond
Power's lenders and receipt of all requisite state and federal
regulatory approvals). Upon satisfaction of such conditions,
ownership of the Facility will be transferred in its entirety to
VEPCO, and VEPCO will assume full responsibility for the
operation, maintenance and management of the Facility. VEPCO
will make a cash payment to Richmond Power in consideration of
such transfer.
Concurrently with such transfer, the PPA will be amended,
and Richmond Power's interest therein will be assigned to Enron
Marketing. As consideration for the assignment of the amended
PPA to Enron Marketing, Enron Marketing will agree to make
certain payments to Richmond Power, including a "pass through" of
all or most of the capacity payments that will be made to Enron
Marketing under the amended PPA. Payments received by Richmond
Power from Enron Marketing will be used to service and retire
Richmond Power's term debt obligations and to provide some
incremental income to Richmond Power. Richmond Power would
continue in existence for the sole purpose of receiving and
distributing such payments, and will not be engaged in any other
business.
After the transactions described above are consummated,
Richmond Power will no longer own or operate any "eligible
facilities" within the meaning of Section 32(a) of the Act. In
such event, Entergy Richmond believes that Richmond Power and
Entergy Richmond will no longer qualify as EWGs under Section 32.
Moreover, in light of the "exclusivity" requirement of Section
32, the continued ownership by EPDC of its interests in Entergy
Richmond and Richmond Power following the loss of their EWG
status could call into question EPDC's status as an EWG. Entergy
therefore is requesting an order that would permit Entergy to
reorganize its holdings in Richmond Power. At least initially,
Entergy would directly acquire the shares of Entergy Richmond
from EPDC. Entergy may ultimately choose to transfer its
interests in Entergy Richmond and Richmond Power to a new special
purpose subsidiary company. Entergy does not currently
anticipate making any additional investments in Entergy Richmond
or Richmond Power. Entergy will only make such additional
investments pursuant to further Commission authorization or as
otherwise permitted rule or regulation under the Act.
The application-declaration and any amendments thereto are
available for the public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing should submit their views in writing
no later than [___________, 1996], to the Secretary, Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and serve a copy on the applicants-declarants at the
addresses specified above. Proof of service (by affidavit or, in
case of an attorney at law, by certificate) should be filed with
the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
this matter. After said date, the application-declaration, as
filed or as it may be amended, may be granted and permitted to
become effective.
For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.
[NAME OF SECRETARY]
[Secretary]
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $22,332,245 $22,332,245
Plant acquisition adjustment - GSU 467,623 467,623
Electric plant under leases 676,275 676,275
Property under capital leases - electric 140,400 140,400
Natural gas 167,919 167,919
Steam products 77,558 77,558
Construction work in progress 539,412 539,412
Nuclear fuel under capital leases 296,514 296,514
Nuclear fuel 67,500 67,500
------------ ------------ ------------
Total 24,765,446 24,765,446
Less - accumulated depreciation
and amortization 8,413,266 8,413,266
------------ ------------ ------------
Utility plant - net 16,352,180 16,352,180
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 295,618 295,618
Other 454,572 454,572
------------ ------------ ------------
Total 750,190 750,190
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 38,979 38,979
Temporary cash investments - at cost, which
approximates market 392,248 392,248
Special deposits 177,170 177,170
------------ ------------ ------------
Total cash and cash equivalents 608,397 608,397
Notes receivable 6,087 6,087
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.2 million) 353,939 353,939
Other 67,118 67,118
Accrued unbilled revenues 283,916 283,916
Deferred fuel 70,099 70,099
Fuel inventory - at average cost 98,955 98,955
Materials and supplies - at average cost 355,712 355,712
Rate deferrals 422,760 422,760
Prepayments and other 160,297 160,297
------------ ------------ ------------
Total 2,427,280 2,427,280
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 733,902 733,902
SFAS 109 regulatory asset - net 1,199,525 1,199,525
Unamortized loss on reacquired debt 223,187 223,187
Other regulatory assets 376,162 376,162
Long-term receivables 225,130 225,130
Citipower license (net of $3.3 million of
amortization) 616,947 616,947
Other 344,750 344,750
------------ ------------ ------------
Total 3,719,603 3,719,603
------------ ------------ ------------
TOTAL $23,249,253 $23,249,253
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
-------------- -------------- ------------
(In Thousands)
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,117 4,201,117
Retained earnings 2,042,902 2,042,902
Cumulative foreign currency translation
adjustment 17,255 17,255
Less - treasury stock (1,983,639 shares) 59,961 59,961
------------ ------------ ------------
Total common shareholders' equity 6,203,613 6,203,613
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 233,755 233,755
Long-term debt 7,637,897 7,637,897
------------ ------------ ------------
Total 14,776,220 14,776,220
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 285,717 285,717
Other 348,071 348,071
------------ ------------ ------------
Total 633,788 633,788
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 715,568 715,568
Notes payable 322,667 322,667
Accounts payable 468,047 468,047
Customer deposits 146,481 146,481
Taxes accrued 273,117 273,117
Accumulated deferred income taxes 97,427 97,427
Interest accrued 130,321 130,321
Dividends declared 109,970 109,970
Obligations under capital leases 150,799 150,799
Other 210,889 210,889
------------ ------------ ------------
Total 2,625,286 2,625,286
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 3,631,832 3,631,832
Accumulated deferred investment tax credits 605,796 605,796
Other 976,331 976,331
------------ ------------ ------------
Total 5,213,959 5,213,959
------------ ------------ ------------
TOTAL $23,249,253 $23,249,253
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Electric $6,223,596 $6,223,596
Natural gas 120,795 120,795
Steam Products 54,241 54,241
Nonregulated and foreign energy-related
businesses 150,166 150,166
------------ ------------ ------------
Total 6,548,798 6,548,798
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,482,693 1,482,693
Purchased power 432,244 432,244
Nuclear refueling outage expenses 80,167 80,167
Other operation and maintenance 1,521,970 1,521,970
Depreciation, amortization and decommissioning 719,952 719,952
Taxes other than income taxes 312,456 312,456
Income taxes 361,698 361,698
Rate deferrals (19,802) (19,802)
Amortization of rate deferrals 417,830 417,830
------------ ------------ ------------
Total 5,309,208 5,309,208
------------ ------------ ------------
Operating Income 1,239,590 1,239,590
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,693 9,693
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 24,215 24,215
Income taxes 14,076 14,076
------------ ------------ ------------
Total (146,514) (146,514)
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 646,063 646,063
Other interest - net 36,606 36,606
Allowance for borrowed funds used
during construction (8,309) (8,309)
Preferred dividend requirements 76,200 76,200
------------ ------------ ------------
Total 750,560 750,560
------------ ------------ ------------
Net Income 342,516 342,516
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - April 1, 1995 $2,110,891 $2,110,891
Add
Net Income 342,516 342,516
------------ ------------ ------------
Total 2,453,407 2,453,407
------------ ------------ ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses 410 410
------------ ------------ ------------
Total 410,505 410,505
------------ ------------ ------------
Retained Earnings - March 31, 1996 $2,042,902 $2,042,902
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Investment in wholly-owned Subsidiaries $6,463,534 $6,463,534
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 23 23
Temporary cash investments - at cost, which
approximates market
Associated companies 18,821 18,821
Other 36,677 36,677
------------ ------------ ------------
Total cash and cash equivalents 55,521 55,521
Accounts receivable:
Associated companies 7,002 7,002
Other 356 356
Interest receivable 77,147 77,147
Other 9,329 9,329
------------ ------------ ------------
Total 149,355 149,355
------------ ------------ ------------
Deferred Debits 81,129 81,129
------------ ------------ ------------
TOTAL $6,694,018 $6,694,018
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,214,751 4,214,751
Retained earnings 2,042,902 2,042,902
Less - treasury stock (1,983,639 shares) 59,961 59,961
------------ ------------ ------------
Total common shareholders' equity 6,199,992 6,199,992
------------ ------------ ------------
Current Liabilities:
Notes payable 270,000 270,000
Accounts payable:
Associated companies 3,597 3,597
Other 1,578 1,578
Dividends declared 102,615 102,615
Other current liabilities 11,750 11,750
------------ ------------ ------------
Total 389,540 389,540
------------ ------------ ------------
Deferred Credits and Noncurrent Liabilities 104,486 104,486
------------ ------------ ------------
TOTAL $6,694,018 $6,694,018
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Income:
Equity in income of subsidiaries $388,930 $388,930
Interest on temporary investments 13,517 13,517
Miscellaneous income (90) (90)
------------ ------------ ------------
Total 402,357 402,357
------------ ------------ ------------
Expenses and Other Deductions:
Administrative and general expenses 57,023 57,023
Income taxes (credit) (2,907) (2,907)
Taxes other than income taxes (credit) 1,188 1,188
Interest (credit) 4,537 4,537
------------ ------------ ------------
Total 59,841 59,841
------------ ------------ ------------
Net Income $342,516 $342,516
============ ============ ============
</TABLE>
<PAGE>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - April 1, 1995 $2,110,891 $2,110,891
Add:
Net Income 342,516 342,516
------------ ------------ ------------
Total 2,453,407 2,453,407
------------ ------------ ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses 410 410
------------ ------------ ------------
Total 410,505 410,505
------------ ------------ ------------
Retained Earnings - March 31, 1996 $2,042,902 $2,042,902
============ ============ ============
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,463,534 6,463,534
<TOTAL-CURRENT-ASSETS> 149,355 149,355
<TOTAL-DEFERRED-CHARGES> 81,129 81,129
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,694,018 6,694,018
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,214,751 4,214,751
<RETAINED-EARNINGS> 2,042,902 2,042,902
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,199,992 6,199,992
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
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<LONG-TERM-NOTES-PAYABLE> 0 0
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<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
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<TOT-CAPITALIZATION-AND-LIAB> 6,694,018 6,694,018
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (2,907) (2,907)
<OTHER-OPERATING-EXPENSES> 58,211 58,211
<TOTAL-OPERATING-EXPENSES> 55,304 55,304
<OPERATING-INCOME-LOSS> (55,304) (55,304)
<OTHER-INCOME-NET> 402,357 402,357
<INCOME-BEFORE-INTEREST-EXPEN> 347,053 347,053
<TOTAL-INTEREST-EXPENSE> 4,537 4,537
<NET-INCOME> 342,516 342,516
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 342,516 342,516
<COMMON-STOCK-DIVIDENDS> 410,095 410,095
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION & SUBSIDARIES (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,352,180 16,352,180
<OTHER-PROPERTY-AND-INVEST> 750,190 750,190
<TOTAL-CURRENT-ASSETS> 2,427,280 2,427,280
<TOTAL-DEFERRED-CHARGES> 3,719,603 3,719,603
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 23,249,253 23,249,253
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,117 4,201,117
<RETAINED-EARNINGS> 2,042,902 2,042,902
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,203,613 6,203,613
233,755 233,755
550,955 550,955
<LONG-TERM-DEBT-NET> 7,637,897 7,637,897
<SHORT-TERM-NOTES> 322,667 322,667
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 715,568 715,568
0 0
<CAPITAL-LEASE-OBLIGATIONS> 285,717 285,717
<LEASES-CURRENT> 150,799 150,799
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,941,066 7,941,066
<TOT-CAPITALIZATION-AND-LIAB> 23,249,253 23,249,253
<GROSS-OPERATING-REVENUE> 6,548,798 6,548,798
<INCOME-TAX-EXPENSE> 361,698 361,698
<OTHER-OPERATING-EXPENSES> 4,947,510 4,947,510
<TOTAL-OPERATING-EXPENSES> 5,309,208 5,309,208
<OPERATING-INCOME-LOSS> 1,239,590 1,239,590
<OTHER-INCOME-NET> (146,514) (146,514)
<INCOME-BEFORE-INTEREST-EXPEN> 1,093,076 1,093,076
<TOTAL-INTEREST-EXPENSE> 674,360 674,360
<NET-INCOME> 418,716 418,716
76,200 76,200
<EARNINGS-AVAILABLE-FOR-COMM> 342,516 342,516
<COMMON-STOCK-DIVIDENDS> 410,095 410,095
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
