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)
____________________________
Gerald D. McInvale Terry L. Ogletree
Vice Chairman and President
Chief Financial Officer Entergy Enterprises, Inc.
Entergy Corporation 4 Park Plaza, Suite 2000
639 Loyola Avenue Irvine, CA 92614
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 Associate General Counsel
Entergy Enterprises, Inc. Entergy Services, Inc.
4 Park Plaza, Suite 2000 639 Loyola Avenue
Irvine, CA 92614 New Orleans, LA 70113
Thomas C. Havens, Esq. Kent R. Foster, Esq.
Mayer, Brown & Platt Vice President
1675 Broadway Entergy Services, Inc.
New York, NY 10019 P.O. Box 8082
Little Rock, AR 72203
<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 the approval of the Securities and Exchange Commission
(the "Commission") under the Act, to the extent not exempt from
Commission approval under the Act, or otherwise permitted or
authorized under the Act pursuant to Commission rule, regulation
or order: (1) for Entergy and certain of its existing or future
subsidiary companies to issue guarantees and provide other forms
of credit support to or for the benefit of Entergy's non-utility
affiliates (as hereinafter described) from time to time during
the period through December 31, 2002, in an aggregate amount not
to exceed $750 million; (2) for Entergy to acquire, directly or
indirectly, the securities of one or more companies
(collectively, the "New Subsidiaries") organized for the purpose
of engaging directly or indirectly, and exclusively, in the
business of acquiring (including financing or refinancing an
acquisition), owning and holding the securities of and/or
providing services to associate companies which are (i) "exempt
wholesale generators" ("EWGs"), as defined in Section 32(a) of
the Act, (ii) "foreign utility companies" ("FUCOs"), as defined
in Section 33(a) of the Act (EWGs and FUCOs are sometimes
collectively referred to herein as "Exempt Projects"), (iii)
"exempt telecommunications companies" ("ETCs"), as defined in
Section 34(a) of the Act, (iv) other subsidiary companies of
Entergy that currently are or hereafter may be authorized or
permitted by rule, regulation or order of the Commission under
the Act to engage in other businesses ("Authorized Subsidiary
Companies") and/or (v) "energy-related companies", as defined in
Rule 58 under the Act ("Energy-related Companies"; New
Subsidiaries, Exempt Projects, ETCs, Authorized Subsidiary
Companies and Energy-related Companies are collectively referred
to herein as "Non-utility Companies"); (3) for Non-utility
Companies to issue and sell securities to Entergy, to other Non-
utility Companies and/or to non-associate companies for the
purpose of financing (or refinancing) investments in Non-utility
Companies; and (4) for certain related transactions, 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 (the "Entergy System" or
"System"), which currently consists of: (1) five domestic retail
electric utility companies - Entergy Arkansas, Inc. ("Entergy
Arkansas"), Entergy Gulf States, Inc. ("Entergy Gulf States"),
Entergy Louisiana, Inc. ("Entergy Louisiana"), Entergy
Mississippi, Inc. ("Entergy Mississippi") and Entergy New
Orleans, Inc. ("Entergy New Orleans") (such companies are
sometimes referred to herein, collectively, as the "System
operating companies"); (2) a domestic wholesale electric
generating company that sells power to the System operating
companies (other than Entergy Gulf States) - System Energy
Resources, Inc. ("SERI"); (3) a company that provides
administrative and other services primarily to the System
operating companies - Entergy Services, Inc. ("ESI"); (4) a
company that provides management, operations and maintenance
services for the System's nuclear facilities - Entergy
Operations, Inc. ("EOI"); (5) a company that primarily implements
and/or maintains certain fuel supply programs for the System
operating companies - System Fuels, Inc. ("SFI"); (6) a company
that markets and sells its electric generating capacity and
energy to non-associate purchasers in the domestic bulk power
markets - Entergy Power, Inc.; (7) a company that invests in and
develops energy and energy-related projects and businesses on
behalf of the Entergy System, and markets skills and products
developed by System companies - Entergy Enterprises, Inc.
("Entergy Enterprises"); (8) an energy management services
company that may also engage in other non-utility activities
permitted under Rule 58 - Entergy Integrated Solutions, Inc.; (9)
a company that markets and brokers electricity and other energy
commodities and that may also engage in other non-utility
activities permitted under Rule 58 - Entergy Power Marketing
Corp.; and (10) various other companies formed to develop,
acquire and own Entergy's interests in domestic and foreign
energy, energy services, energy-related and telecommunications
businesses.
Entergy, through its domestic public utility subsidiaries
and its Exempt Projects, is engaged principally in the
generation, transmission, distribution and sale of electricity at
retail and wholesale and the purchase of electricity at
wholesale. Entergy's domestic retail public utility companies
provide electric service to approximately 2.4 million customers
in portions of the states of Arkansas, Louisiana, Mississippi,
Tennessee and Texas, and retail gas service in and around Baton
Rouge, Louisiana and in New Orleans, Louisiana. In addition,
Entergy's Exempt Projects, among other things, provide
electricity to approximately 2 million customers in London,
England, and to approximately 240,000 customers in Melbourne,
Australia.
B. Entergy's Development and Financing of Non-Utility
Businesses.
Since 1992, Entergy has been engaged in the development of
various energy, energy-related and other non-utility businesses.
Pursuant to Commission order dated June 30, 1995 (the "June 1995
Order"),<FN1> Entergy is currently authorized, among other things,
(1) to conduct development activities with respect to potential
investments by Entergy in various energy, energy-related and
other non-utility businesses ("Development Activities"), (2) to
provide various management, administrative support and consulting
services to certain of its associate companies,<FN2> and (3) to
provide operations and maintenance services ("O&M Services")
through direct or indirect subsidiaries of Entergy ("O&M Subs")
to non-associate companies and to certain of its associate
companies, subject to the conditions set forth in the June 1995
Order.
In addition, Entergy is currently authorized under the terms
of, and to the extent provided by, orders and supplemental orders
issued by the Commission (including the June 1995 Order) issued
in File Nos. 70-8105, 70-8839 and 70-8903 (collectively, the
"Financing Orders"), to finance the operations of various Non-
utility Companies by issuing and selling debt and equity
securities and by issuing guarantees of the securities or other
obligations of Entergy subsidiaries (other than Excepted
Companies). Entergy's authorization under the Financing Orders
may be summarized as follows:
(1) File No. 70-8105. Pursuant to the June 1995 Order,
Entergy is authorized to finance Development Activities and the
organization of O&M Subs through purchases of common stock,
capital contributions, open account advances, loans and
guarantees provided to Exempt Projects and various other Non-
utility Companies in an aggregate amount not to exceed $350
million (exclusive of any such investments that are exempted by
Commission rule). Such authorization expires on December 31,
1997.
(2) File No. 70-8839. Pursuant to Commission orders dated
June 6, 1996 (HCAR No. 26541) and March 25, 1997 (HCAR No.
26693), Entergy is authorized to issue and sell up to an
aggregate of thirty million shares of its authorized but unissued
common stock, par value $0.01 per share ("Common Stock") pursuant
to its Dividend Reinvestment and Stock Purchase Plan (the
"DRIP"). Proceeds from the issuance and sale of Common Stock
under the DRIP may be used for general corporate purposes,
including investments in Exempt Projects (subject to any
requisite Commission approval and to compliance with Rule 53) and
in other Non-utility Companies. Through June 30, 1997, Entergy
had sold approximately 10,647,193 shares of Common Stock pursuant
to the DRIP.
(3) File No. 70-8903. Pursuant to the Commission's order
dated February 26, 1997 (HCAR No. 26674) (the "February 1997
Order"), Entergy is authorized to enter into credit facilities
with one or more banks pursuant to which Entergy would effect
borrowings and reborrowings (collectively, "Borrowings"), and
issue unsecured notes in connection therewith, from time to time
through December 31, 2002, in an aggregate principal amount
outstanding at any time not to exceed $500 million.<FN3> Entergy
may use the proceeds of Borrowings for general corporate
purposes, including to finance the acquisition of the securities
or other interests in Exempt Projects and other Non-utility
Companies.<FN4>
II. Proposed Transactions.
A. Issuance of Guarantees.
In order to facilitate Entergy's Development Activities and
the acquisition and ownership by Entergy of interests in other
businesses, as authorized or permitted under the Act from time to
time (including, without limitation, interests in Non-utility
Companies), and to the extent such transactions are not exempt
from the Act or otherwise authorized or permitted by rule,
regulation or order issued by the Commission thereunder, Entergy
and Non-utility Companies hereby request authority to issue
guarantees or provide other forms of credit support
(collectively, "Guarantees") to or for the benefit of Non-utility
Companies from time to time through December 31, 2002. In the
case of Development Activities, such credit support may take the
form of Entergy or such Non-utility Companies agreeing to
guarantee, undertake reimbursement obligations or act as surety
on bonds, letters of credit, evidences of indebtedness, equity
commitments, performance and other obligations undertaken by
Entergy and its associate Non-utility Companies in connection
with Development Activities. For example, such associate
companies may be called upon to furnish various types of bonds as
security, including bid bonds, performance bonds, and material
and payment bonds. Moreover, various Non-utility Companies may
require credit support from Entergy or from other Non-utility
Companies to cover performance and other obligations. Guarantees
may also be necessary or desirable to satisfy the requirements of
lenders or other project participants under financing documents
or other project agreements to which an associate Non-utility
Company of Entergy is or will become a party (including with
respect to the provision of construction, interim or permanent
debt or equity financing). These forms of credit enhancements
are typical in the marketplace, and would significantly benefit
Entergy's investments in Non-utility Companies by, among other
things, facilitating the making of bids or proposals in respect
of investments in Non-utility Companies, and helping to reduce
the cost of necessary bonds, sureties, and other credit support.
The terms and conditions of Guarantees would be established at
arm's length based upon market conditions.
Entergy hereby requests, on its behalf and on behalf of the
Non-utility Companies, all requisite authority under the Act to
issue Guarantees from time to time through December 31, 2002 in
an aggregate amount not to exceed $750 million (the "Aggregate
Authorization") at any one time outstanding (including any
guarantees previously issued and outstanding pursuant to the
June 1995 Order), provided that the amount of a Guarantee shall
not reduce the Aggregate Authorization to the extent that the
provision of such Guarantee is exempt from the Act or is otherwise
authorized or permitted by rule or regulation of the Commission
issued thereunder (including without limitation Rule 52).
Any Guarantees provided by Entergy to Exempt Projects would be
subject to the limitation on "aggregate investment" in EWGs and
FUCOs set forth in Rule 53(a), pending receipt of Commission
authorization being sought in File No. 70-9049. Any Guarantees
provided to Energy-related Companies would be subject to the
limitation on "aggregate investment" in energy-related companies
set forth in Rule 58.
B. Organization of New Subsidiaries, O&M Subs and
Related Transactions.
As discussed above, Entergy System companies from time to
time have invested in or considered potential opportunities to
acquire electric generation, transmission and/or distribution
facilities outside the United States and to engage in certain
authorized non-utility businesses domestically. Entergy expects
to pursue other such opportunities in the future. To facilitate
its investments in FUCOs, EWGs and other Non-utility Companies,
and to provide Entergy with additional flexibility to structure
(and restructure) its investments in Non-utility Companies,
Entergy proposes to create one or more New Subsidiaries. New
Subsidiaries may be used to acquire, hold and/or finance the
acquisition of, the securities of one or more Exempt Projects,
ETCs, Energy-related Companies and/or Authorized Subsidiary
Companies, or to raise debt or equity capital. To the extent
such transactions are not exempt from the Act or otherwise
authorized or permitted by rule, regulation or order of the
Commission issued thereunder, Entergy requests authority for New
Subsidiaries to engage in the activities described herein.
There are a number of legal and business reasons for the use
of special-purpose subsidiaries such as the New Subsidiaries in
connection with investments in Non-utility Companies. For
example, the formation and acquisition of special-purpose
subsidiaries is often necessary or desirable to facilitate the
acquisition and ownership of a FUCO, an EWG or another non-
utility enterprise. Furthermore, the laws of some foreign
countries may require that the bidder in a privatization program
be a domestic company in that country. In such cases, it would
be necessary for Entergy to form a foreign subsidiary as the
entity submitting the bid or other proposal. In addition, the
interposition of one or more New Subsidiaries may allow Entergy
to defer the repatriation of foreign source income, or to take
full advantage of favorable tax treaties among foreign countries,
or otherwise to secure favorable U.S. income tax treatment that
would not otherwise be available. New Subsidiaries would also
serve to isolate business risks, facilitate subsequent
adjustments to, or sales of, ownership interests by or among the
members of the ownership group, or to raise debt or equity
capital in domestic or foreign markets.
A New Subsidiary may be organized, among other things, (1)
in order to facilitate the making of bids or proposals to develop
or acquire an interest in any EWG, FUCO or another Non-utility
Company; (2) after the award of such a bid proposal, in order to
facilitate closing on the purchase or financing of an EWG, FUCO
or another Non-utility Company; (3) at any time subsequent to the
consummation of an acquisition of an interest in an EWG, FUCO or
another Non-utility Company in order, among other things, to
effect an adjustment in the respective ownership interests in
such business held by Entergy and non-affiliated investors; (4)
to facilitate the sale of ownership interests in one or more
EWGs, FUCOs or other Non-utility Companies; (5) to comply with
applicable laws of foreign jurisdictions limiting or otherwise
relating to the ownership of domestic companies by foreign
nationals; (6) as a part of tax planning in order to limit
Entergy's exposure to U.S. and foreign taxes; (7) to further
insulate Entergy and the Excepted Companies from operational or
other business risks associated with investments in Non-utility
Companies; or (8) for other lawful business purposes.
Investments in New Subsidiaries may take the form of any
combination of the following: (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of equity interests
(collectively, "Capital Stock"); (2) capital contributions; (3)
open account advances without interest; (4) loans; and (5)
Guarantees issued, provided or arranged in respect of the
securities or other obligations of the New Subsidiaries. Funds
for any direct or indirect investment by Entergy in any New
Subsidiary will be derived from (1) Borrowings within the
limitations prescribed in the February 1997 Order; (2) sales of
Common Stock pursuant to the Commission's orders dated June 6,
1996 (see HCAR No. 26541) and March 25, 1997 (see HCAR No.
26693); (3) any appropriate future debt or equity securities
issuance authorization obtained by Entergy from the Commission;
and (4) other available cash resources. To the extent that
Entergy provides funds to a New Subsidiary which are used for the
purpose of making an investment in an Exempt Project or an Energy-
related Company, the amount of such funds would be included in
Entergy's "aggregate investment" in such entities, as calculated
in accordance with Rule 53 and Rule 58, respectively.
If Entergy ultimately determines that the use of any New
Subsidiary is no longer required for purposes of investments in
Non-utility Companies (whether due to termination of a proposed
project acquisition, loss of a bid, change in law, or otherwise),
Entergy will (to the extent that it is possible to do so at
reasonable cost) take all necessary steps to liquidate, dissolve
or sell such New Subsidiary within a reasonable period of time.
To the extent such transactions are not exempt from the Act or
otherwise authorized or permitted by rule, regulation or order of
the Commission issued thereunder, Entergy requests any requisite
authorization under the Act (1) to liquidate, dissolve or sell
all or any portion of its interest in any New Subsidiary and (2)
to continue to hold an interest in a New Subsidiary or any
subsidiary thereof during the period of "winding up" an
investment in a Non-utility Company held through such New
Subsidiary.
Entergy also may determine from time to time to consolidate
or otherwise reorganize all or any part of its direct and
indirect ownership interests in Non-utility Companies and/or New
Subsidiaries through which it may hold investments in Non-utility
Companies, and activities and functions related to such
investments, under one or more New Subsidiaries. To effect any
such consolidation or other reorganization, Entergy ordinarily
would contribute to such New Subsidiary all of the outstanding
stock of other New Subsidiaries and, indirectly, its interests in
Non-utility Companies. To the extent such transactions are not
exempt from the Act or otherwise authorized or permitted by rule,
regulation or order of the Commission issued thereunder, Entergy
requests any requisite authorization under the Act to accomplish
such reorganizations from time to time.
In addition, as discussed further below, to the extent such
transactions are not exempt from the Act or otherwise authorized
or permitted by rule, regulation or order of the Commission
issued thereunder, Entergy is requesting authority herein through
December 31, 2002 to organize and provide funding to O&M Subs.
Such investments may take the form of (1) purchases of Capital
Stock; (2) capital contributions or open account advances without
interest; (3) loans; (4) Guarantees of the securities or other
obligations of an O&M Sub; or (5) any combination of the
foregoing. Any loans by Entergy to a New Subsidiary or an O&M
Sub would have interest rates and maturity dates that are
designed to provide a return to Entergy of not less than
Entergy's effective cost of capital. In addition, to the extent
such transactions are not exempt from the Act or otherwise
authorized or permitted by rule, regulation or order of the
Commission issued thereunder, any initial investments in the
Capital Stock of New Subsidiaries or O&M Subs would be included
in the $750 million Aggregate Authorization to issue Guarantees
requested herein.
C. Issuance of Securities.
In addition, to the extent such transactions are not exempt
from the Act or otherwise authorized or permitted by rule,
regulation or order of the Commission issued thereunder, Entergy
requests authority under the Act for Non-utility Companies to
issue and/or sell securities of any type (including Guarantees)
(collectively, "Securities") to persons other than Entergy or any
Excepted Company (with or without a Guarantee being provided by
Entergy or another Non-utility Company), including banks,
insurance companies, and other financial institutions.
Securities would be issued and sold pursuant to the authorization
requested herein in one or more transactions from time to time
through the earlier to occur of (1) December 31, 2002 and (2) the
effective date of any rule of general applicability hereafter
adopted by the Commission exempting such transactions (to the
extent they remain jurisdictional under the Act) from the
approval requirements under Sections 6(a) and 7 of the Act.
Equity Securities issued by a Non-utility Company to a
person other than Entergy or another Non-utility Company may
include capital shares, partnership interests, member interests
in limited liability companies, trust certificates, or the
equivalent of any of the foregoing under applicable foreign law.
Debt Securities issued by a Non-utility Company to a person other
than Entergy or another Non-utility Company may include secured
and unsecured promissory notes, bonds, debentures, or other
evidence of indebtedness. Securities issued by a Non-utility
Company may be denominated in either U.S. dollars or foreign
currencies. The amount and type of such Securities, and the term
thereof, including (in the case of any indebtedness) interest
rate, maturity, prepayment or redemption privileges, and the
terms of any collateral security granted with respect thereto,
would in each case be negotiated at arm's length, without further
approval by the Commission<FN5>. Entergy would report periodically
to the Commission pursuant to Rule 24 under the Act concerning
the issuance and sale of Securities to the same extent that such
reporting is required by Rule 52 under the Act.
It is anticipated that a Non-utility Company may grant a
security interest in its assets in connection with the issuance
of debt Securities by such Non-utility Company. Such security
interest may take the form of a pledge of the capital shares or
other equity securities of a Non-utility Company that it owns,
including a security interest in any distributions from a Non-
utility Company, and/or a collateral assignment of its rights
under and interests in other property, including rights under
contracts to which it is a party or to which its property is
subject. In connection with the issuance of any such debt
Securities, placement, commitment fees, or other similar fees may
be paid to lenders, placement agents, or others, on terms and in
amounts to be established at arm's length and in conformity with
market practice.
Furthermore, in connection with the issuance of debt
Securities, Non-utility Companies may seek to manage their
interest rate risk through the use of interest rate swaps,
options and related derivatives such as interest rate caps,
collars, floors or ceilings (collectively, "Hedging
Transactions"). Hedging Transactions may be used, for example,
to lock in favorable interest rates prior to the issuance of debt
Securities, such as through (1) the sale of exchange-traded U.S.
Treasury futures contracts, a forward sale of U.S. Treasury
securities and/or a forward interest rate swap; (2) the purchase
of put options on U.S. Treasury securities ("Put Options
Purchase"); (3) a Put Options Purchase in combination with the
sale of call options on U.S. Treasury securities; or (4) any
combination of the above. The counterparty to any swap
instrument would be a financial institution rated above "A" by
Standard & Poor's Ratings Group and above "A2" by Moody's
Investors Service, Inc. Any Guarantees that may be required in
connection with such Hedging Transactions would be provided
pursuant to the authorization granted herein. All Hedging
Transactions would meet the criteria established by the Financial
Accounting Standards Board from time to time necessary to qualify
for hedge accounting treatment.
The net proceeds from the issuance and sale of Securities
would be used for general corporate purposes, including without
limitation (1) for loans to and/or equity investments in Energy-
related Companies, Exempt Projects, ETCs, New Subsidiaries, O&M
Subs and other Non-utility Companies, (2) for the repayment,
refinancing or redemption of outstanding securities of Entergy or
Non-utility Companies and (3) for working capital or other cash
requirements of Non-utility Companies, provided that such net
proceeds will only be applied to finance activities that are
exempt under the Act or are otherwise authorized or permitted by
rule, regulation or order of the Commission issued thereunder,
and provided further, that at the time of issuance of any
Securities authorized by the Commission herein, the proceeds of
which are to be used to invest in any Exempt Project, Entergy
will be in compliance with Rule 53 (as the conditions set forth
therein may be modified by order of the Commission issued in File
No. 70-9049)
Entergy represents and agrees that no System operating company will
incur any indebtedness, extend any credit, or sell or pledge its assets,
directly or indirectly, to or for the benefit of any Non-utility Company,
and that any Securities that may be issued by a Non-utility Company, and
any Guarantees that may be issued by Entergy or a Non-utility Company,
will not be recourse to any System operating company.
D. Provision of Services.
(a) Administrative and Support Services.
In order to provide Entergy with further flexibility in the
administration of its non-utility businesses, to the extent such
transactions are not exempt from the Act or otherwise authorized
or permitted by rule, regulation or order of the Commission
issued thereunder, Entergy requests authority herein for New
Subsidiaries and other Non-utility Companies to provide their
affiliates (including other New Subsidiaries and Non-utility
Companies, but excluding any Excepted Company) with services
necessary or desirable for their operations, including, without
limitation, project development, management, administrative,
employment, tax, legal, accounting, engineering, consulting,
marketing, utility performance, and electronic data processing
services, and intellectual property development, marketing and
other support services (collectively, "Non-utility Services").
To the extent not exempt pursuant to rule, regulation or order of
the Commission, Entergy hereby requests an exemption pursuant to
Section 13(b) from the "at cost" requirements of Rules 90 and 91
under the Act in connection with the rendering of Non-utility
Services.
(b) O&M Services.
Entergy further proposes to continue to provide, indirectly
through one or more O&M Subs, various O&M Services to or for the
benefit of developers, owners and operators of domestic and
foreign power projects and other electric utility systems or
facilities, including projects that Entergy may develop on its
own (through an associate Non-utility Company) or in
collaboration with third parties. O&M Services would include,
but not be limited to, development, engineering, design,
construction and construction management, pre-operational start-
up, testing, and commissioning, long-term operations and
maintenance, fuel procurement, management and supervision,
technical and training, administrative support, market analysis,
consulting, coordination and any other managerial, technical,
administrative or consulting services required in connection with
the business of owning or operating facilities used for the
generation, transmission or distribution of electric energy
(including related facilities for the production, conversion,
sale or distribution of thermal energy) or coordinating their
operations in the power market. An O&M Sub may also lease all or
a portion of the facilities with respect to which it is providing
O&M Services. However, an O&M Sub will not undertake to enter
into such leases without further approval of the Commission if,
as a result thereof, such O&M Sub would become a "public-utility
company" as defined in the Act.
O&M Subs would charge fair market value for O&M Services,
subject to compliance with all applicable rules of the Commission
and the terms and conditions set forth herein. To the extent not
exempt pursuant to rule, regulation or order of the Commission,
Entergy requests an exemption pursuant to Section 13(b) from the
"at cost" requirements of Rules 90 and 91 under the Act in
connection with the rendering of O&M Services to associate
companies (other than an Excepted Company); provided, that no
such services will be rendered to an associate power project
unless one or more of the following conditions shall apply:
(1) the project is a FUCO or is an EWG that derives no
material part of its income, directly or indirectly, from
the generation and sale of electric energy within the United
States;
(2) the project is an EWG that sells electricity at market-
based rates which have been approved by the FERC or the
appropriate state public utility commission, provided that
the purchaser is not an Excepted Company;
(3) the project is a "qualifying facility" ("QF") under the
Public Utility Regulatory Policies Act of 1978, as amended
("PURPA") that sells electricity exclusively at rates
negotiated at arm's length to one or more industrial or
commercial customers purchasing such electricity for their
own use and not for resale, or to an electric utility
company (other than an Excepted Company) at the purchaser's
"avoided cost" determined in accordance with the regulations
under PURPA; or
(4) the project is an EWG or a QF that sells electricity at
rates based upon its cost of service, as approved by the
FERC or any state public utility commission having
jurisdiction, provided that the purchaser of such
electricity is not an Excepted Company.
O&M Subs would either be domestic or foreign corporations,
partnerships or other entities (depending upon the legal and
regulatory requirements of a particular project). With respect
to any O&M Sub that would not qualify as an Exempt Project,
Entergy Enterprises would continue to provide the same
information as to the formation and capitalization of such
subsidiary to the Commission in the next quarterly certificate
filed pursuant to Rule 24 as currently required under the June
1995 Order. Such certificate would, among other things, continue
to represent that, in connection with the rendering of O&M
Services, no Excepted Company has subsidized the operations of
any O&M Sub, and further, that any transfer of personnel from any
Excepted Company to, and the rendering of O&M Services by, any
such O&M Sub are in compliance with applicable rules, regulations
and orders of the Commission and have not adversely affected the
services provided by such Excepted Companies to their respective
customers. Entergy further acknowledges that the Commission's
authorization of fair market prices with regard to any services
provided by Non-utility Companies shall not be binding upon the
FERC or any state public utility commission having jurisdiction
over the rates charged by any associate company of Entergy, and
represents and agrees that it will not assert or take any
position to the contrary in any administrative determination of
the rates that may be charged by any such associate company.
E. Payment of Dividends.
Entergy requests authorization under Section 12(c) of the
Act and Rule 46 thereunder for non-exempt, Non-utility Companies
(including without limitation Varibus Corporation, GSG&T, Inc.
and Southern Gulf Railway Company, each of which is a direct,
wholly-owned subsidiary of Entergy Gulf States) to declare and
pay dividends to their respective immediate parent companies out
of capital or unearned surplus, from time to time through
December 31, 2002, to the extent permitted under applicable
corporate law and any applicable financing agreement which
restricts distributions to shareholders.
The payment by Non-utility Companies of dividends out of
capital or unearned surplus will not contravene the intent of
Section 12(c) of the Act. Permitting the use of distributable
cash to pay dividends ultimately to Entergy will benefit the
Entergy System by enabling Entergy to reduce or refinance
outstanding Borrowings and fund operations of Entergy System
companies. The payment of dividends out of capital or unearned
surplus will not be detrimental to the financial integrity of the
Entergy System or jeopardize the working capital any of the
Excepted Companies (including any public-utility subsidiary
company of Entergy) since the original source of such dividends
would be distributable cash derived exclusively from Entergy's
investments in Non-utility Companies.
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 proposed issuance of Guarantees by Entergy and Non-
utility Companies (other than Exempt Projects) to or for the
benefit of Non-utility Companies may be subject to Sections 6(a),
7 and 12(b) of the Act and Rules 42, 45, 53, 54 and 58
thereunder. The proposed formation of New Subsidiaries and O&M
Subs may be subject to Sections 6(a), 7, 9(a) and 10 of the Act.
The proposed provision of O&M Services by O&M Subs may be subject
to Sections 9(a) and 10 of the Act. The proposed issuance and
sale by Non-utility Companies (other than Exempt Projects) of
Securities (including Guarantees) may be subject to Sections
6(a), 7 and 12(b) of the Act and Rules 42 and 45 thereunder. The
proposed dividend payments by Non-utility Companies (other than
Exempt Projects) to their direct parents out of capital or
unearned surplus may be subject to Section 12(c) of the Act and
Rule 46 thereunder. The proposed provision of services by Non-
utility Companies (other than Exempt Projects) to other Non-
utility Companies may be subject to Section 13(b) of the Act and
Rules 83, 87, 90 and 91 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 December 1, 1997.
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.
Entergy proposes to file quarterly certificates pursuant to
Rule 24, within 60 days after the end of each calendar quarter
(commencing with the first full calendar quarter following the
Commission's order herein), containing the same information as of
the end of the preceding quarter as that currently provided to
the Commission in accordance with the June 30 Order. In this
regard, Entergy proposes to continue to file a single report
under Rule 24 which combines the information required in this
File with the information required (or to be required) pursuant
to Rule 24 in File Nos. 70-7851, 70-8002, 70-8010, 70-8105 and 70-
9049.
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 June 30, 1997
(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 June 30, 1997.
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/William J. Regan, Jr.
------------------------
William J. Regan, Jr.
Vice President and Treasurer
Dated: October 10, 1997
_______________________________
<FN1> See Holding Company Act Release ("HCAR") No. 26322.
<FN2> Specifically, Entergy Enterprises is authorized under the June
1995 Order to provide such services to associate companies
other than the System operating companies, SERI, SFI, ESI, EOI
or any other subsidiaries Entergy may create whose activities
and operations are primarily related to the domestic sale of
electric energy at retail or at wholesale to Entergy's
affiliates or the provision of goods or services thereto
(such companies are sometimes referred to herein, collectively
as the "Excepted Companies").
<FN3> The credit arrangements authorized in the February 1997 Order
replaced those previously approved in a Commission order dated
July 27, 1995 (HCAR No. 26343) pursuant to which Entergy could
effect borrowings and reborrowings under credit facilities in
an aggregate principal amount outstanding at any time not to
exceed $300 million.
<FN4> As of June 30, 1997, the indebtedness outstanding under these
credit arrangements was approximately $225 million.
<FN5> In addition, to the extent such action is not exempt
from the Act otherwise authorized or permitted by rule,
regulation or order of the Commission issued thereunder,
Entergy requests authority herein for Non-utility Companies
to modify the terms of their charters or other governing
documents to effectuate the issuance of equity Securities.
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 ISSUANCE OF GUARANTEES, ETC.
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),
10, 12(b), 12(c), 13(b), 32 and 33 of the Act and Rules 42, 45,
46, 53, 54, 58, 83, 87, 90 and 91 thereunder.
Pursuant to Commission order dated June 30, 1995 (HCAR No.
26322), Entergy is presently authorized by the Commission, among
other things, (1) to develop, finance and invest, directly or
indirectly, in one or more "exempt wholesale generators" ("EWGs")
or "foreign utility companies ("FUCOs"), as defined in Sections
32 and 33 of the Act, respectively and (2) to issue guarantees
and provide other financing in respect of such activities in an
aggregate amount not to exceed $350 million.
Entergy now requests the approval of the Commission under
the Act, to the extent not exempt from Commission approval or
otherwise permitted or authorized under the Act pursuant to
Commission rule, regulation or order, (1) for Entergy and certain
of its existing or future subsidiary companies to issue
guarantees and provide other forms of credit support to or for
the benefit of Entergy's non-utility affiliates (as hereinafter
described) from time to time during the period through December
31, 2002, in an aggregate amount not to exceed $750 million, (2)
for Entergy to acquire, directly or indirectly, the securities of
one or more companies (collectively, the "New Subsidiaries")
organized for the purpose of engaging directly or indirectly, and
exclusively, in the business of acquiring (including financing or
refinancing an acquisition), owning and holding the securities of
and/or providing services to associate companies which are (i)
EWGs, (ii) FUCOs (EWGs and FUCOs are referred to as "Exempt
Projects"), (iii) "exempt telecommunications companies" ("ETCs"),
as defined in Section 34(a) of the Act, (iv) other subsidiary
companies of Entergy that currently are or hereafter may be
authorized or permitted by rule, regulation or order of the
Commission under the Act to engage in other businesses
("Authorized Subsidiary Companies") and/or (v) "energy-related
companies", as defined in Rule 58 under the Act ("Energy-related
Companies"; New Subsidiaries, Exempt Projects, ETCs, Authorized
Subsidiary Companies and Energy-related Companies are
collectively referred to as "Non-utility Companies"), (3) for Non-
utility Companies to issue and sell securities to Entergy, to
other Non-utility Companies and/or to non-associate companies for
the purpose of financing (or refinancing) investments in Non-
utility Companies, and (4) for certain related transactions, all
as more particularly described in the application-declaration.
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 ___________, 1997, to the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and serve a copy on the applicant-declarant at the address
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]
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing (1) Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $92,263 $92,263
Temporary cash investments - at cost,
which approximates market 595,257 595,257
----------- -------- -----------
Total cash and cash equivalents 687,520 687,520
Notes receivable 8,708 8,708
Accounts receivable:
Customer (less allowance for doubtful accounts of
$17.2 million) 534,148 534,148
Other 181,641 181,641
Accrued unbilled revenues 478,558 478,558
Deferred fuel 123,720 123,720
Fuel inventory 101,638 101,638
Materials and supplies - at average cost 370,259 370,259
Rate deferrals 369,289 369,289
Prepayments and other 216,618 216,618
----------- -------- -----------
Total 3,072,099 3,072,099
----------- -------- -----------
Other Property and Investments:
Decommissioning trust funds 399,719 399,719
Non-regulated investments 489,608 489,608
Other 82,411 82,411
----------- -------- -----------
Total 971,738 971,738
----------- -------- -----------
Utility Plant:
Electric 25,189,766 25,189,766
Plant acquisition adjustment - Entergy Gulf States 447,293 447,293
Electric plant under leases 674,049 674,049
Property under capital leases - electric 142,109 142,109
Natural gas 175,081 175,081
Steam products 81,743 81,743
Construction work in progress 472,444 472,444
Nuclear fuel under capital leases 274,587 274,587
Nuclear fuel 60,719 60,719
----------- -------- -----------
Total 27,517,791 27,517,791
Less - accumulated depreciation and amortization 9,286,199 9,286,199
----------- -------- -----------
Utility plant - net 18,231,592 18,231,592
----------- -------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 251,437 251,437
SFAS 109 regulatory asset - net 1,195,931 1,195,931
Unamortized loss on reacquired debt 207,481 207,481
Other regulatory assets 460,742 460,742
Long-term receivables 212,224 212,224
CitiPower license (net of $23.3 million of amortization) 563,641 563,641
London Electricity license (net of $16.3 million of
amortization) 1,552,542 1,552,542
Other 263,570 263,570
----------- -------- -----------
Total 4,707,568 4,707,568
----------- -------- -----------
TOTAL $26,982,997 $26,982,997
=========== ======== ===========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on
Entergy's consolidated financial statements when such affiliates
actually issue securities backed by such guarantees or other credit
support.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing (1) Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $387,630 $387,630
Notes payable 400,468 400,468
Accounts payable 746,602 746,602
Customer deposits 180,128 180,128
Taxes accrued 340,776 340,776
Accumulated deferred income taxes 54,276 54,276
Interest accrued 206,732 206,732
Dividends declared 8,259 8,259
Obligations under capital leases 152,206 152,206
Other 139,651 139,651
----------- -------- -----------
Total 2,616,728 2,616,728
----------- -------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,733,064 4,733,064
Accumulated deferred investment tax credits 598,221 598,221
Obligations under capital leases 260,922 260,922
Other 1,502,279 1,502,279
----------- -------- -----------
Total 7,094,486 7,094,486
----------- -------- -----------
Long-term debt 9,524,296 9,524,296
Subsidiaries' preferred stock with sinking fund 196,237 196,237
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000 215,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 345,954 345,954
Common stock, $.01 par value, authorized 500,000,000
shares; issued 240,664,720 shares 2,407 2,407
Paid-in capital 4,477,900 4,477,900
Retained earnings 2,384,923 2,384,923
Cumulative foreign currency translation adjustment 10,203 10,203
Less - treasury stock (1,123,923 shares) 35,137 35,137
----------- -------- -----------
Total 7,186,250 7,186,250
----------- -------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $26,982,997 $26,982,997
=========== ======== ===========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on
Entergy's consolidated financial statements when such affiliates
actually issue securities backed by such guarantees or other credit
support.
</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 (1) Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $6,317,929 $6,317,929
Natural gas 128,513 128,513
Steam products 52,312 52,312
Nonregulated and foreign energy-related 1,435,946 1,435,946
businessess
---------- -------- ----------
Total 7,934,700 7,934,700
---------- -------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 1,593,092 1,593,092
Purchased power 1,248,122 1,248,122
Nuclear refueling outage expenses 57,608 57,608
Other operation and maintenance 1,783,003 1,783,003
Depreciation, amortization, and decommissioning 870,596 870,596
Taxes other than income taxes 357,553 357,553
Rate deferrals (20,283) (20,283)
Amortization of rate deferrals 403,755 403,755
---------- -------- ----------
Total 6,293,446 6,293,446
---------- -------- ----------
Operating Income 1,641,254 1,641,254
---------- -------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,665 10,665
Miscellaneous - net 160,739 160,739
---------- -------- ----------
Total 171,404 171,404
---------- -------- ----------
Interest Charges:
Interest on long-term debt 717,785 717,785
Other interest - net 50,161 50,161
Distributions on preferred securities of 13,679 13,679
subsidiary
Allowance for borrowed funds used
during construction (8,757) (8,757)
---------- -------- ----------
Total 772,868 772,868
---------- -------- ----------
Income Before Income Taxes 1,039,790 1,039,790
Income Taxes 401,874 401,874
---------- -------- ----------
Net Income 637,916 637,916
Preferred and preference dividend requirements of
subsidiaries and other 63,103 63,103
---------- -------- ----------
Earnings Applicable to Common Stock $574,813 $574,813
========== ======== ==========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on
Entergy's consolidated financial statements when such affiliates
actually issue securities backed by such guarantees or other credit
support.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing(1) Transaction
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,231,591 $2,231,591
Add:
Net income 574,813 574,813
---------- -------- ----------
Total 2,806,404 2,806,404
---------- -------- ----------
Deduct:
Dividends declared on common stock 420,290 420,290
Capital stock and other expenses 1,191 1,191
---------- -------- ----------
Total 421,481 421,481
---------- -------- ----------
Retained Earnings - End of Period $2,384,923 $2,384,923
========== ======== ==========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on
Entergy's consolidated financial statements when such affiliates
actually issue securities backed by such guarantees or other credit
support.
</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing (1) Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ - $ -
Temporary cash investments - at cost,
which approximates market:
Associated companies 10,912 10,912
Other 4,426 4,426
---------- -------- ----------
Total cash and cash equivalents 15,338 15,338
Accounts receivable:
Associated companies 26,072 26,072
Other 1,483 1,483
Prepaid taxes 27,126 27,126
---------- -------- ----------
Total 70,019 70,019
---------- -------- ----------
Investment in Wholly-owned Subsidiaries 7,046,204 7,046,204
---------- -------- ----------
Other Property 15,272 15,272
Deferred Debits 72,070 72,070
---------- -------- ----------
TOTAL $7,203,565 $7,203,565
========== ======== ==========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on Entergy
Corporation's financial statements when such affiliates actually issue
securities backed by such guarantees or other credit support.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing(1) Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Notes Payable $286,000 $286,000
Accounts payable:
Associated companies 3,319 3,319
Other 670 670
Interest accrued 1,366 1,366
Other current liabilities 2,372 2,372
---------- -------- ----------
Total 293,727 293,727
---------- -------- ----------
Deferred Credits and Noncurrent Liabilities 69,542 69,542
---------- -------- ----------
Shareholders' Equity:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 240,664,720 shares 2,407 2,407
Paid-in capital 4,477,900 4,477,900
Retained earnings 2,384,923 2,384,923
Cumulative foreign currency translation adjustment 10,203 10,203
Less cost of treasury stock (1,123,923 shares ) 35,137 35,137
---------- -------- ----------
Total common shareholders' equity 6,840,296 6,840,296
---------- -------- ----------
Total $7,203,565 $7,203,565
========== ======== ==========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on Entergy
Corporation's financial statements when such affiliates actually issue
securities backed by such guarantees or other credit support.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing(1) Transaction
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $602,928 $602,928
Interest on temporary investments 6,463 6,463
-------- -------- --------
Total 609,391 609,391
-------- -------- --------
Expenses and Other Deductions:
Administrative and general expenses 25,327 25,327
Income taxes (1,931) (1,931)
Taxes other than income 839 839
Interest 10,343 10,343
-------- -------- --------
Total 34,578 34,578
-------- -------- --------
Net Income $574,813 $574,813
======== ======== ========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on Entergy
Corporation's financial statements when such affiliates actually issue
securities backed by such guarantees or other credit support.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing(1) Transaction
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,231,591 $2,231,591
Add:
Net income 574,813 574,813
---------- -------- ----------
Total 2,806,404 2,806,404
---------- -------- ----------
Deduct:
Dividends declared on common stock 420,290 420,290
Capital stock and other expenses 1,191 1,191
---------- -------- ----------
Total 421,481 421,481
---------- -------- ----------
Retained Earnings - End of Period $2,384,923 $2,384,923
========== ======== ==========
(1) The provision of guarantees and other credit support for the benefit of
Entergy Corporation's non-utility affiliates will be reflected on Entergy
Corporation's financial statements when such affiliates actually issue
securities backed by such guarantees or other credit support.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 18,231,592 18,231,592
<OTHER-PROPERTY-AND-INVEST> 971,738 971,738
<TOTAL-CURRENT-ASSETS> 3,072,099 3,072,099
<TOTAL-DEFERRED-CHARGES> 4,707,568 4,707,568
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 26,982,997 26,982,997
<COMMON> 2,407 2,407
<CAPITAL-SURPLUS-PAID-IN> 4,477,900 4,477,900
<RETAINED-EARNINGS> 2,384,923 2,384,923
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,186,250 7,186,250
196,237 196,237
345,954 345,954
<LONG-TERM-DEBT-NET> 9,524,296 9,524,296
<SHORT-TERM-NOTES> 400,468 400,468
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 387,630 387,630
0 0
<CAPITAL-LEASE-OBLIGATIONS> 260,922 260,922
<LEASES-CURRENT> 152,206 152,206
<OTHER-ITEMS-CAPITAL-AND-LIAB> 8,850,054 8,850,054
<TOT-CAPITALIZATION-AND-LIAB> 26,982,997 26,982,997
<GROSS-OPERATING-REVENUE> 7,934,700 7,934,700
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 6,293,446 6,293,446
<TOTAL-OPERATING-EXPENSES> 6,293,446 6,293,446
<OPERATING-INCOME-LOSS> 1,641,254 1,641,254
<OTHER-INCOME-NET> 171,404 171,404
<INCOME-BEFORE-INTEREST-EXPEN> 1,812,658 1,812,658
<TOTAL-INTEREST-EXPENSE> 772,868 772,868
<NET-INCOME> 637,916 637,916
63,103 63,103
<EARNINGS-AVAILABLE-FOR-COMM> 574,813 574,813
<COMMON-STOCK-DIVIDENDS> 420,290 420,290
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 15,272 15,272
<TOTAL-CURRENT-ASSETS> 70,019 70,019
<TOTAL-DEFERRED-CHARGES> 72,070 72,070
<OTHER-ASSETS> 7,046,204 7,046,204
<TOTAL-ASSETS> 7,203,565 7,203,565
<COMMON> 2,407 2,407
<CAPITAL-SURPLUS-PAID-IN> 4,477,900 4,477,900
<RETAINED-EARNINGS> 2,384,923 2,384,923
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,840,296 6,840,296
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 286,000 286,000
<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> 52,335 52,335
<TOT-CAPITALIZATION-AND-LIAB> 7,203,565 7,203,565
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 609,391 609,391
<INCOME-BEFORE-INTEREST-EXPEN> 609,391 609,391
<TOTAL-INTEREST-EXPENSE> 34,578 34,578
<NET-INCOME> 574,813 574,813
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 574,813 574,813
<COMMON-STOCK-DIVIDENDS> 420,290 420,290
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
