File No. 70-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-l
DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 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)
William J. Regan, Jr.
Vice President and Treasurer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of
communications in connection with this matter to:
Laurence M. Hamric
General Attorney - Corporate and Securities
and Assistant Corporate Secretary
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
<PAGE>
Item 1. Description of Proposed Transactions.
Entergy Corporation ("Entergy") is a Delaware
corporation that is a public utility holding company
registered under the Public Utility Holding Company Act of
1935, as amended (the "Act"). Entergy owns directly all of
the issued and outstanding common stock of Entergy Arkansas,
Inc. (formerly Arkansas Power & Light Company); Entergy Gulf
States, Inc. (formerly Gulf States Utilities Company);
Entergy Louisiana, Inc. (formerly Louisiana Power & Light
Company); Entergy Mississippi, Inc. (formerly Mississippi
Power & Light Company); and Entergy New Orleans, Inc.
(formerly New Orleans Public Service Inc.). These companies
(herein referred to generally as the "System Operating
Companies"), collectively each of which is an electric
utility company serving approximately 2.4 million retail
electric customers in portions of the states of Arkansas,
Louisiana, Mississippi and Texas.
Other Entergy subsidiaries include: Entergy
Services, Inc., a mutual service company that provides
financial, technical, administrative, corporate, and other
support services; System Energy Resources, Inc., which was
established to own the Grand Gulf nuclear station; Entergy
Operations, Inc., which operates the System Operating
Companies' nuclear-fueled electric generating units; System
Fuels, Inc., a fuel acquisition corporation; Entergy Power
Development Corporation, which holds interests in certain
non-utility generating facilities and related ventures in
the United States and overseas; Entergy Power Development
International Corporation, which indirectly owns all of the
stock of CitiPower Limited, an electric distribution utility
serving retail customers in Melbourne, Australia; Entergy
Power, Inc., which owns generating resources from which
wholesale electric sales are made to non-affiliated entities
at market-based rates; Entergy Enterprises, Inc. ("EEI"),
which was organized to market the expertise and capabilities
of the System Operating Companies to nonassociates and to
investigate and develop investment opportunities in power-
related areas; several exempt wholesale generators ("EWGs")
and foreign utility companies ("FUCOs")within the meaning of
sections 32 and 33, respectively, of the Act; and Entergy
Technology Holding Company, which is an exempt
telecommunications company ("ETC") as defined in section 34
of the Act and will own additional ETC assets.
Background
In 1995, pursuant to its Application/Declaration
on Form U-1, as amended, in File No. 70-8149, Entergy
received authority from the Securities and Exchange
Commission (the "Commission") to enter into a credit
agreement with one or more banks to effect borrowings and
reborrowings from time to time, for a period not to exceed
three years, in an aggregate principal amount outstanding at
any one time not to exceed $300 million, upon the terms
generally described in said Application/Declaration.
Entergy Corporation, Holding Co. Act Release No. 35-26343
(July 27, 1995). Entergy obtained such authority so that it
would have the proceeds of such credit agreement available
for general corporate purposes, including the acquisition of
outstanding common stock and investments in EWGs and FUCOs
and related non-utility businesses, subject to any further
required Commission approvals to engage in or acquire
interests in such businesses. Based upon such
authorization, Entergy entered into a U.S. $300,000,000
Credit Agreement, dated as of October 10, 1995, among
Entergy, as borrower, certain banks named therein as lender
banks, and Citibank, N.A., as agent. The indebtedness
currently outstanding under this Credit Agreement as of June
30, 1996 was approximately $270 million, which was drawn
to complete the acquisition of CitiPower Limited.
Entergy now seeks authority from the Commission to
enter into an amended, modified or supplemented and/or one
or more new credit arrangements (collectively, the "Credit
Facilities"), such that the aggregate maximum principal
amount thereof would be up to $500 million and the term or
terms thereof would expire not later than December 31, 2002.
Such arrangements would supersede those for which authority
was granted in File No. 70-8149.
The Credit Facilities would be established with
one more banks or other financial institutions ("Lenders")
and would permit Entergy to effect borrowings, repayments
and reborrowings from time to time through the term or terms
thereof of not more than $500,000,000 at any one time
outstanding, by issuing to the participating Lenders its
unsecured promissory note or votes payable no later than
December 31, 2002. The names of the Lenders, the maximum
amount of the aggregate commitments of such Lenders (which
will not exceed $500,000,000) and the maximum amounts of
their respective commitments the proposed borrowings by
Entergy will be supplied by Rule 24 filing.
Each borrowing by Entergy would either be made pro
rata among the Lenders according to their respective
commitments, or be allocated among one or more of the
Lenders in such proportions as the Lenders and Entergy shall
agree. Each payment of principal and/or interest by Entergy
with respect to borrowings under the Credit Facilities would
be made pro rata among the Lenders according to their
respective ratable portions of such borrowings. The
commitments of the Lenders to make loans to Entergy would
remain in effect for a period ending not later than December
31, 2002, subject to the right of Entergy at any time upon
written notice to terminate the commitments or from time to
time to reduce the commitments then in effect. Any such
reduction of the commitments would be accompanied by pre-
payment of the outstanding borrowings with accrued interest
thereon to the extent that the aggregate principal amount
thereof then outstanding exceeded the commitments of the
Lenders as so reduced.
Under the proposed Credit Facilities, each
borrowing would bear interest from the date thereof on the
unpaid principal amount thereof at a rate per annum selected
by Entergy, from time to time, from a number of specified
interest rate options. Such interest rate options would
include but not be limited to some or all of the following:
(i) the higher of the prime commercial loan rate of a
specified Lender (or an average of such rates of some or all
of the Lenders) from time to time in effect and a specified
margin (not in excess of 1%) above rates on overnight
Federal funds transactions on a given day (or the average of
such rates for a specified period) (the "Prime Rate"), (ii)
the sum of specified offered rates for certificates of
deposit of a specified Lender (or an average of such rates
of some or all of the Lenders) for amounts equivalent to
such borrowing and for selected interest periods,
appropriately adjusted for the cost of reserves and F.D.I.C.
insurance and a margin not in excess of 1.50% per annum (the
"CD Rate"), (iii) the sum of specified rates offered for
U.S. dollar deposits by or to a specified Bank (or an
average of such rates of some or all of the Lenders) in the
interbank Eurodollar market for amounts equivalent to such
borrowing and for selected interest periods, appropriately
adjusted for the cost of reserves and a margin not in excess
of 1.25% per annum (the "LIBOR Rate") or (iv) a rate
negotiated at the time of borrowing with one or more
Lenders, which would not in any event exceed a maximum rate
of interest equal to the Prime Rate plus 2% per annum,
appropriately adjusted for the costs of bidding or
negotiation (the "AuctionCompetitive Advance Rate").
In general, interest on Prime Rate borrowings
would be payable quarterly, and interest on CD Rate and
LIBOR Rate borrowings would be payable at the end of
selected interest periods for such borrowings, or, depending
upon the length of such selected interest periods, at
specified intervals within such periods and at the end
thereof. Interest on AuctionCompetitive Advance Rate
borrowings would be payable on such dates as are agreed to
by Entergy and Lenders funding such borrowings.
Entergy may agree to pay to each Lender a facility
and/or commitment fee for the period from the commencement
of the borrowing arrangements to and including the date of
termination of the commitments, computed at a rate not in
excess of 1/2 of 1% per annum of the total commitments (in the
case of a facility fee) and/or the unused portion of the
commitments (in the case of a commitment fee) in effect
during the period for which payment is made. Entergy may
also agree to pay to the agent Lender (if any) an agent fee
for the period from the commencement of the borrowing
arrangements to and including the date of termination of the
commitments, not in excess of $200,000 per annum. The
facility and/or commitment fee and agent fee would be
payable on an annual or quarterly basis and on the date upon
which Entergy shall terminate the commitments. Entergy may
also agree to pay to the Lenders an up-front fee not in
excess of 1% of the total commitments.
The proposed Credit Facilities will take the form
of one or more new credit agreements, and/or amendment,
modification and/or supplement to Entergy's existing $300
million credit facility, among Entergy and the Lenders, the
form(s) of which will be filed as Exhibit B hereto.
Reference is made to Exhibit B for further information with
respect to these arrangements.
Entergy has had, and believes that over the next
few years it will have, opportunities to engage in
activities that would enhance the Entergy System's financial
position and provide benefits to the System's investors and
consumers. The purpose of the proposed Credit Facilities is
to assure that Entergy will have the cash resources
available to take advantage of these opportunities when they
arise. Entergy presently intends to repay the proposed
borrowings out of internally generated funds and/or the
proceeds of other types of financing including but not
limited to sales of common stock, and/or other funds that
become available to Entergy. The proposed borrowings would
be prepayable upon written notice in whole or in part.
The proceeds of the borrowings under the Credit
Facilities will be used by Entergy for general corporate
purposes, including, among other things, (1) the acquisition
of shares of Entergy's outstanding common stock pursuant to
Rule 42 under the Act, (2) investments by Entergy in
existing or future energy-related businesses, subject to
receipt of any further Commission approval, if necessary,
under the Act as requested in separate filings made by
Entergy at an appropriate time, and (3) investments in
existing or future exempt wholesale generators ("EWGs") and
foreign utility companies ("FUCOs") as permitted by Sections
32, 33 and 34, respectively, of or otherwise approved by the
Commission under the Act. Entergy will supply information
on compliance with Rules 53 and 54 under the Act, in
connection with the use of proceeds for investments in EWGs,
by further amendment in this proceeding. Entergy further
undertakes that it will comply with any rules adopted by the
Commission under Section 33 of the Act relating to
investments in FUCOs.
After giving effect to the proposed transaction,
all of the conditions of Rule 53(a) under the Act are and
will have been satisfied, and none of the conditions of Rule
53(b) exists or, as a result of the transactions, will be
unfulfilled. In compliance with Rule 53, Entergy states the
following information:
(1) Assuming full use would be made of the $500
million of credit for EWG or FUCO investments, Entergy's
aggregate investment (as defined in Rule 53) in EWGs and
FUCOs, on a pro forma basis, would be approximately 39%
of Entergy's consolidated retained earnings (as defined in
Rule 53) at June 30, 1996.
(2) Entergy maintains books and records to
identify investments in and earnings from any EWG or FUCO in
which it directly or indirectly holds an interest.
(3) For each FUCO or foreign EWG that is a
majority-owned subsidiary company (as defined in Rule 53) of
Entergy, and for each United States EWG in which Entergy
directly or indirectly holds an interest, the books and
records shall be kept, and financial statements shall be
prepared, in accordance with generally accepted accounting
principles ("GAAP"), and Entergy undertakes to provide the
Commission access to such books and records and financial
statements (in English) as the Commission may request.
(4) For each FUCO or foreign EWG in which Entergy
directly or indirectly owns 50% or less of the voting
securities, Entergy will proceed in good faith, to the
extent reasonable under the circumstances, to cause the
books and records to be kept, and financial statements to be
prepared, in accordance with GAAP, and to cause the
Commission to have access to such books and records and
financial statements (in English) as the Commission may
request. In any event, Entergy will make available to the
Commission any books and records of such entity that are
available to Entergy. If such books and records and
financial statements are maintained according to a
comprehensive body of accounting principles other than GAAP,
Entergy will, upon request, describe and quantify each
material variation from GAAP. Entergy currently has
investments of 50% or less in each of three FUCOs located in
Argentina, the books and records and financial statements of
which are kept and prepared in accordance with GAAP .
(5) Less than 2 % of the employees of Entergy's
domestic public-utility company subsidiaries render or will
render services, at any one time, directly or indirectly, to
EWGs or FUCOs in which Entergy has a direct or indirect
interest.
(6) Entergy has submitted or will submit a copy
of this Declaration on Form U-l, as amended, to the Federal
Energy Regulatory Commission and to each of the public
service commissions having jurisdiction over the retail
rates of Entergy's public utility company subsidiaries.
(7) Neither Entergy nor any subsidiary company
thereof has been the subject of a bankruptcy or similar
proceeding.
(8) Average consolidated retained earnings for
the four most recent quarterly periods have not decreased by
10% from the average for the previous four quarterly
periods, and aggregate investment in EWGs and FUCOs at June
30, 1996 $654.1 million wasis less than 2%
approximatley 4% of total capital invested in utility
operations at that date $16.3 million.
(9) Entergy's reported operating losses for the
twelve month period ended June 30March 31, 1996 attributable
to its direct or indirect EWG and FUCO investments totaled
$16.9 million, which is .75% of consolidated
retained earnings at June 30, 1996. As of June 30March 31,
1996, reported operating earningslosses for the sixthree-
month period then ended attributable to direct or indirect
EWG and FUCO investments were $.4 million, or .02%
of consolidated retained earnings at that date.
Item 2. Fees. Commissions and Expenses.
No special or separate fees, commissions or
expenses are anticipated in connection with the transactions
referred to herein except the $2,000 filing fee payable to
the Commission, legal fees estimated not to exceed $30,000
and miscellaneous expenses estimated not to exceed $10,000.
Item 3. Applicable Statutory Provisions.
Entergy believes that the proposed issuance and
sale by it of unsecured promissory notes to Lenders are
subject to the provisions of Section 6(a) and 7 of the Act,
and that said issuance and sale are exempt from the
requirements of Rule 50 thereunder by virtue of paragraph
(a)(2) thereof.
Item 4. Regulatory Approval.
No state regulatory body or agency and no Federal
commission or agency, other than the Commission, has
jurisdiction over the transaction proposed herein.
Item 5. Procedure.
Entergy respectfully requests that the
Commission's order herein be entered on or before October
31, 1996.
Entergy hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of
Investment Management may assist in the preparation of the
Commission's decision; and requests that there be no waiting
period between the issuance of the Commission's order and
the date on which it is to become effective.
Item 6. Exhibits and Financial Statements.
(a)
Exhibits:
A-1 Restated Articles of
Incorporation of
Entergy, as amended and
currently in effect (filed as Exhibit A-4,
File No. 70-7801, and incorporated herein
by reference).
A-2 Bylaws of Entergy, as currently
in effect (filed as Exhibit 3(a) to
Form 10-Q for the Quarter ended March
31, 1996, File No. 1-3517, and
incorporated herein by reference).
*B Form of Credit Agreement among
Entergy and various Lenders named
therein.
C Not applicable.
D Not applicable.
E Not applicable.
*F Opinion of Laurence M. Hamric,
Esq..
G Financial Data Schedule
H Form of Notice of Proposed
Transactions for publication in the Federal
Register.
*To be supplied by amendment.
(b) Financial Statements:
Financial statements of Entergy and of Entergy and
subsidiaries, consolidated, as of June 30, 1996, including
pro forma journal entries giving effect to the proposed
transaction (reference is made to exhibit G hereof).
Notes to Financial Statements (included in the
Annual Report on Form 10-K of Entergy and subsidiaries for
the fiscal year ended December 31, 1995, and the Quarterly
Report on Form 10-Q of Entergy and subsidiaries for the
quarterly period ended June 30, 1996, in File No. 1-3517,
and incorporated herein by reference).
Item 7. Information as to Environmental Effects.
(a) As stated in Item 5, Entergy would appreciate
receiving the Commission's order in this File on or before
October 31, 1996. As more fully described in Item 1, the
proposed transaction subject to the jurisdiction of the
Commission relates only to the financing activities of
Entergy. The proposed transaction subject to the
jurisdiction of the Commission does not involve a major
Federal action having a significant impact on the human
environment.
(b) None.
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SIGNATURE
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
Name: Gerald D. McInvale
Title: Executive Vice President and Chief
Financial Officer
Dated: August 23, 1996
EXHIBIT H
[Suggested Form of Notice of Proposed Transactions]
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35________; 70-_______)
ENTERGY CORPORATION
Notice of Proposal to Enter into
Credit Agreement for the Issuance
and Sale of Unsecured Promissory Notes
Entergy Corporation ("Entergy"), 639 Loyola
Avenue, New Orleans, Louisiana 70113, a registered holding
company, has filed a Declaration with this Commission under
Sections 6(a) and 7 of the Public Utility Holding Company
Act of 1935 ("Act") and Rule 50(a)(2) thereunder.
In 1995, pursuant to its Application/Declaration
on Form U-1, as amended, in File No. 70-8149, Entergy
received authority from the Securities and Exchange
Commission (the "Commission") to enter into a credit
agreement with one or more banks to effect borrowings and
reborrowings from time to time, for a period not to exceed
three years, in an aggregate principal amount outstanding at
any one time not to exceed $300 million, upon the terms
generally described in said Application/Declaration.
Entergy Corporation, Holding Co. Act Release No. 35-26343
(July 27, 1995). Entergy obtained such authority so that it
would have the proceeds of such credit agreement available
for general corporate purposes, including the acquisition of
outstanding common stock and investments in EWGs and FUCOs
and related non-utility businesses, subject to any further
required Commission approvals to engage in or acquire
interests in such businesses. Based upon such
authorization, Entergy entered into a U.S. $300,000,000
Credit Agreement, dated as of October 10, 1995, among
Entergy, as borrower, certain banks named therein as lender
banks, and Citibank, N.A., as agent. The indebtedness
currently outstanding under this Credit Agreement is
approximately $270 million, which was drawn to complete the
acquisition of CitiPower Limited.
Entergy requests authorization to enter into an
amendment, modification or supplement of the above-
referenced Credit Agreement and/or one or more additional
credit facilities (collectively, the "Credit Facilities")
with one or more banks that would permit Entergy to effect
borrowings and reborrowings, from time to time no later than
December 31, 2002, of not more than $500,000,000 at any one
time outstanding, by issuing to participating banks
("Banks") its unsecured promissory notes payable no later
than December 31, 2002. The names of the Banks, the maximum
amount of the aggregate commitment of such Banks (which will
not exceed $500,000,000) and the maximum amounts of their
respective participations (collectively, the "Commitments")
in the proposed borrowings by Entergy will be supplied by
filing pursuant to Rule 24.
Entergy proposes that each borrowing could either
be made pro rata among the Banks according to their
respective Commitments, or be allocated among one or more of
the Banks in such proportions as the Banks and Entergy shall
agree. Each payment by Entergy with respect to a borrowing
would be made pro rata among the Banks according to their
respective ratable portions of such borrowings. The
Commitments would remain in effect until no later than
December 31, 2002, subject to the right of Entergy at any
time upon proper notice to terminate the Commitments or from
time to time to reduce the Commitments then in effect. Any
such reduction of the Commitments would be accompanied by
prepayment of the outstanding borrowings and accrued
interest thereon to the extent that the aggregate principal
amount thereof then outstanding exceeded the Commitments of
the Banks as so reduced.
Under the proposed arrangements, each borrowing
would bear interest from the date thereof on the unpaid
principal amount thereof at a rate per annum selected by
Entergy, from time to time, from a number of specified
interest rate options. Such interest rate options will
include but not be limited to some or all of the following:
(i) the prime commercial loan rate of a specified Bank (or
an average of such rates of some or all of the Banks) (the
"Prime Rate") from time to time in effect, (ii) the sum of
(A) specified offered rates for certificates of deposit of a
specified Bank (or an average of such rates of some or all
of the Banks) for amounts equivalent to such borrowing and
for selected interest periods, appropriately adjusted for
the cost of reserves and F.D.I.C. insurance and (B) a margin
not in excess of 1% per annum (the "CD Rate"), (iii) the sum
of specified rates offered for U.S. dollar deposits by or to
a specified Bank (or an average of such rates of some or all
of the Banks) in the interbank eurodollar market for amounts
equivalent to such borrowing and for selected interest
periods, appropriately adjusted for the cost of reserves and
(D) a margin not in excess of 1% per annum (the "LIBOR
Rate") or (iv) a rate negotiated at the time of borrowing
with one or more Banks, which would not in any event exceed
a maximum rate of to the Prime Rate plus 2% per annum,
appropriately adjusted for the cost of bidding or
negotiation (the "Auction Advance Rate").
In general, interest on Prime Rate borrowings
would be payable quarterly, and interest on CD Rate and
LIBOR Rate borrowings would be payable at the end of
selected interest periods for such borrowings, or, depending
upon the length of such selected interest periods, at
specified intervals within such periods and at the end
thereof. Interest on Auction Advance Rate borrowings would
be payable on such dates as are agreed to by Entergy and
Banks funding such borrowings.
Entergy has stated that it may agree to pay to
each Bank a facility fee for the period from the
commencement of the borrowing arrangements to and including
December 31, 2002 (or any earlier date of termination of the
Commitments) computed at a rate not in excess of 1/4 of 1% per
annum of the total Commitments in effect during the period
for which payment is made. Entergy may also agree to pay to
the agent Bank (if any) an agent fee for the period from the
commencement of the borrowing arrangements to and including
December 31, 2002 (or any earlier date of termination of the
Commitments) not in excess of $200,000 per annum. The
facility fee and agent fee would be payable on an annual or
a quarterly basis and on the date upon which Entergy shall
terminate the Commitments. Entergy may also agree to pay to
the Banks an up-front fee not in excess of 1% of the total
Commitments.
Entergy presently intends to repay the proposed
borrowings out of internally generated funds and/or the
proceeds of such forms of financing as are hereafter
approved by the Commission and/or other funds that become
available to Entergy. The proposed borrowings would be
prepayable upon proper notice in whole or in part.
The proposed borrowing arrangements will be
contained in one or more credit agreements among Entergy and
the Banks, a form of which will be filed by Entergy as an
exhibit to its Declaration. The proceeds of the borrowings
under the proposed arrangements will be used by Entergy for
general corporate purposes, including, among other things,
(1) the acquisition of shares of Entergy's outstanding
common stock, and (2) further investments by Entergy in
related non-utility businesses, subject to receipt of any
further Commission approval, if necessary, under the Act in
separate filings made at an appropriate time.
ENTERGY CORPORATION
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $200,000
Notes Payable $200,000
To record the incremental amount of notes payable
requested in the filing.
Entry No. 2
Interest $16,500
Cash $16,500
To record the annual interest expense on notes payable
of $200 million under the proposed borrowing based
on an interest rate of 8.25%.
Entry No. 3
Cash $30,000
Notes Payable $30,000
To record the remaining credit facility on the original
$300 million limit approved by the SEC in July 1995.
($270 million was outstanding at June 30, 1996.)
Entry No. 4
Interest $2,475
Cash $2,475
To record the interest expense related to the $30 million
in entry #3 above.
Entry No. 5
Cash $7,302
Income Taxes $7,302
To give effect to the reduction in income taxes due to
increased expense in connection with this filing:
Increase in expense $18,975
Statutory Composite Federal and
State Income Tax Rate of 38.48% $7,302
Retained Earnings $11,673
Entry No. 6
Temporary Cash Investments $218,327
Cash $218,327
To record the transfer of funds from Cash to Temporary
Cash Investments. Any resulting interest would be
immaterial.
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<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Investment in wholly owned subsidiaries $ 6,649,033 $ 6,649,033
------------ -------- ------------
Current Assets:
Cash and cash equivalents:
Cash 23 23
-
Temporary cash investments - at cost,
which approximates market 18,239 218,327 236,566
------------ -------- ------------
Total cash and cash equivalents 18,262 218,327 236,589
Notes receivable - associated companies 18,738 18,738
Accounts receivable - associated companies 417 417
Interest receivable 117 117
Other 17,408 17,408
------------ -------- ------------
Total 54,942 218,327 273,269
------------ -------- ------------
Deferred Debits and Other Assets: 79,115 79,115
------------ -------- ------------
TOTAL $ 6,783,090 $218,327 $ 7,001,417
============ ======== ============
</TABLE>
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<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $ 2,300 $ 2,300
Paid-in capital 4,200,883 4,200,883
Retained earnings 2,231,591 (11,673) 2,219,918
Cumulative foreign currency translation 19,344 19,344
Less - treasury stock (1,976,132 shares) 59,772 59,772
---------- ---------- -----------
Total common shareholders' equity 6,394,346 (11,673) 6,382,673
---------- ---------- -----------
Current Liabilities:
Notes payable 270,000 230,000 500,000
Accounts payable:
Associated companies 1,957 1,957
Other 786 786
Other 14,080 14,080
---------- ---------- -----------
Total 286,823 230,000 516,823
---------- ---------- -----------
Deferred Credit and Noncurrent Liabilities 101,921 101,921
---------- ---------- -----------
Total 101,921 101,921
---------- ---------- -----------
TOTAL $6,783,090 $ 218,327 $ 7,001,417
========== ========== ===========
</TABLE>
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<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Revenues:
Equity in income of subsidiaries $ 416,166 $ 416,166
Interest on temporary investments 6,899 6,899
----------- --------- ----------
Total 423,065 423,065
----------- --------- ----------
Expenses
Administrative and general expenses 57,835 57,835
Income taxes (10,858) (7,302) (18,160)
Interest 6,928 18,975 25,903
Taxes other than income 1,024 1,024
----------- --------- ----------
Total 54,929 11,673 66,602
----------- --------- ----------
Net Income $ 368,136 $ (11,673) $ 356,463
=========== ========= ==========
</TABLE>
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<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
RETAINED EARNINGS
<S> <C> <C> <C>
Retained Earnings - Beginning of period $ 2,270,852 $ 2,270,852
Add
Net Income 368,136 (11,673) 356,463
------------ --------- -----------
Total 2,638,988 (11,673) 2,627,315
------------ --------- -----------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses (2,698) (2,698)
------------ --------- -----------
Total 407,397 407,397
------------ --------- -----------
Retained Earnings - End of period $ 2,231,591 $ (11,673) $ 2,219,918
============ ========= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $ 22,449,711 $ 22,449,711
Plant acquisition adjustment - GSU 463,557 463,557
Electric plant under leases 677,821 677,821
Property under capital leases - electric 153,166 153,166
Natural gas 167,927 167,927
Steam products 77,541 77,541
Construction work in progress 541,001 541,001
Nuclear fuel under capital leases 266,970 266,970
Nuclear fuel 69,091 69,091
------------- ---------- -----------
Total 24,866,785 24,866,785
Less - accumulated depreciation
and amortization 8,564,155 8,564,155
------------- ---------- -----------
Utility plant - net 16,302,630 16,302,630
------------- ---------- -----------
Other Property and Investments:
Decommissioning trust funds 305,546 305,546
Other 456,538 456,538
------------- ---------- -----------
Total 762,084 762,084
------------- ---------- -----------
Current Assets:
Cash and cash equivalents:
Cash 51,666 -
51,666
Temporary cash investments - at cost,
which approximates market 293,985 218,327 512,312
------------- ---------- -----------
Total cash and cash equivalents 345,651 218,327 563,978
Notes receivable 5,397 5,397
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.6 million) 381,297 381,297
Other 74,105 74,105
Accrued unbilled revenues 389,655 389,655
Deferred fuel 99,064 99,064
Fuel inventory - at average cost 114,969 114,969
Materials and supplies - at average cost 351,919 351,919
Rate deferrals 431,950 431,950
Prepayments and other 160,485 160,485
------------- ---------- -----------
Total 2,354,492 218,327 2,572,819
------------- ---------- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 620,647 620,647
SFAS 109 regulatory asset - net 1,205,370 1,205,370
Unamortized loss on reacquired debt 221,161 221,161
Other regulatory assets 386,677 386,677
Long-term receivables 221,206 221,206
Citipower license (net of $7.7 million of amortization) 620,988 620,988
Other 350,476 350,476
------------- ---------- -----------
Total 3,626,525 3,626,525
------------- ---------- -----------
TOTAL $ 23,045,731 $ 218,327 $23,264,058
============= ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 230,017,485
shares $ 2,300 $ 2,300
Paid-in capital 4,200,883 4,200,883
Retained earnings 2,231,591 (11,673) 2,219,918
Cumulative foreign currency translation adjustment 19,344 19,344
Less - treasury stock (1,976,132 shares) 59,772 59,772
------------ ---------- ------------
Total common shareholders' equity 6,394,346 (11,673) 6,382,673
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 227,985 227,985
Long-term debt 7,853,286 7,853,286
------------ ---------- ------------
Total 15,176,572 (11,673) 15,164,899
------------ ---------- ------------
Other Noncurrent Liabilities:
Obligations under capital leases 271,192 271,192
Other 349,155 349,155
------------ ---------- ------------
Total 620,347 620,347
------------ ---------- ------------
Current Liabilities:
Currently maturing long-term debt 257,603 257,603
Notes payable 270,692 230,000 500,692
Accounts payable 509,916 509,916
Customer deposits 149,080 149,080
Taxes accrued 271,625 271,625
Accumulated deferred income taxes 105,685 105,685
Interest accrued 189,678 189,678
Dividends declared 11,655 11,655
Obligations under capital leases 149,812 149,812
Other 182,228 182,228
------------ ---------- ------------
Total 2,097,974 230,000 2,327,974
------------ ---------- ------------
Deferred Credits:
Accumulated deferred income taxes 3,631,027 3,631,027
Accumulated deferred investment tax credits 600,656 600,656
Other 919,155 919,155
------------ ---------- ------------
Total 5,150,838 5,150,838
------------ ---------- ------------
TOTAL $ 23,045,731 $ 218,327 $ 23,264,058
============ ========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $ 6,380,718 $ 6,380,718
Natural gas 129,668 129,668
Steam Products 56,664 56,664
Nonregulated and foreign energy-related businesses 269,356 269,356
----------- --------- ------------
Total 6,836,406 6,836,406
----------- --------- ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,579,630 1,579,630
Purchased power 532,163 532,163
Nuclear refueling outage expenses 59,739 59,739
Other operation and maintenance 1,525,215 1,525,215
Depreciation, amortization and decommissioning 744,120 744,120
Taxes other than income taxes 328,511 328,511
Income taxes 376,096 (7,302) 368,794
Rate deferrals (31,075) (31,075)
Amortization of rate deferrals 431,421 431,421
----------- --------- ------------
Total 5,545,820 (7,302) 5,538,518
----------- --------- ------------
Operating Income 1,290,586 7,302 1,297,888
----------- --------- ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,136 10,136
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 17,772 17,772
Income taxes 11,804 11,804
----------- --------- ------------
Total (154,786) (154,786)
----------- --------- ------------
Interest Charges:
Interest on long-term debt 659,725 18,975 678,700
Other interest - net 41,042 41,042
Allowance for borrowed funds used
during construction (8,631) (8,631)
Preferred dividend requirements 75,528 75,528
----------- --------- ------------
Total 767,664 18,975 786,639
----------- --------- ------------
Net Income $ 368,136 $ (11,673) $ 356,463
=========== ========= ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
RETAINED EARNINGS
<S> <C> <C> <C>
Retained Earnings - Beginning of period $ 2,270,852 $ 2,270,852
Add
Net Income 368,136 (11,673) 356,463
----------- -------- ------------
Total 2,638,988 (11,673) 2,627,315
----------- -------- ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses (2,698) (2,698)
----------- -------- ------------
Total 407,397 407,397
----------- -------- ------------
Retained Earnings - End of period $ 2,231,591 $(11,673) $2,219,918
=========== ======== ============
</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> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> JUN-30-1996 JUN-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,649,033 6,649,033
<TOTAL-CURRENT-ASSETS> 54,942 273,269
<TOTAL-DEFERRED-CHARGES> 79,115 79,115
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,783,090 7,001,417
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,200,883 4,200,883
<RETAINED-EARNINGS> 2,231,591 2,219,918
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,394,346 6,382,673
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 270,000 500,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 78,316 197,860
<TOT-CAPITALIZATION-AND-LIAB> 6,783,090 7,001,417
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (10,858) (18,160)
<OTHER-OPERATING-EXPENSES> 65,787 84,762
<TOTAL-OPERATING-EXPENSES> 54,929 66,602
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 423,065 423,065
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 6,928 1,024
<NET-INCOME> 368,136 356,463
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 368,136 356,463
<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> 022
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> JUN-30-1996 JUN-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,302,630 16,302,630
<OTHER-PROPERTY-AND-INVEST> 762,084 762,084
<TOTAL-CURRENT-ASSETS> 2,354,492 2,572,819
<TOTAL-DEFERRED-CHARGES> 3,626,525 3,636,525
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 23,045,731 23,264,058
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,200,883 4,200,883
<RETAINED-EARNINGS> 2,231,591 2,219,918
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,394,346 6,382,673
227,985 227,985
550,955 550,955
<LONG-TERM-DEBT-NET> 7,853,286 7,853,286
<SHORT-TERM-NOTES> 270,692 500,692
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 257,603 257,603
0 0
<CAPITAL-LEASE-OBLIGATIONS> 271,192 271,192
<LEASES-CURRENT> 149,812 149,812
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,010,088 7,148,976
<TOT-CAPITALIZATION-AND-LIAB> 23,045,731 23,045,731
<GROSS-OPERATING-REVENUE> 6,836,406 6,836,406
<INCOME-TAX-EXPENSE> 376,096 368,794
<OTHER-OPERATING-EXPENSES> 5,169,724 5,169,724
<TOTAL-OPERATING-EXPENSES> 5,545,820 5,538,518
<OPERATING-INCOME-LOSS> 1,290,586 1,297,888
<OTHER-INCOME-NET> (154,786) (154,786)
<INCOME-BEFORE-INTEREST-EXPEN> 1,135,800 1,143,102
<TOTAL-INTEREST-EXPENSE> 767,664 786,639
<NET-INCOME> 443,664 431,991
75,528 75,528
<EARNINGS-AVAILABLE-FOR-COMM> 368,136 356,463
<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>
