_____________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1998
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address of Principal Executive Identification No.
Offices and Telephone Number
1-11299 ENTERGY CORPORATION 72-1229752
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
1-10764 ENTERGY ARKANSAS, INC. 71-0005900
(an Arkansas corporation)
425 West Capitol Avenue, 40th Floor
Little Rock, Arkansas 72201
Telephone (501) 377-4000
1-2703 ENTERGY GULF STATES, INC. 74-0662730
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
1-8474 ENTERGY LOUISIANA, INC. 72-0245590
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
0-320 ENTERGY MISSISSIPPI, INC. 64-0205830
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
333-33331 ENTERGY LONDON INVESTMENTS PLC N/A
(a limited company under the laws of
England and Wales)
Templar House
81-87 High Holborn
London WC1V 6NU England
Telephone 011-44-171-242-9050
_____________________________________________________________________
<PAGE>
Indicate by check mark whether the registrants (1) have filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrants were required to file
such reports), and (2) have been subject to such filing requirements
for the past 90 days.
Yes X No
Common Stock Outstanding Outstanding at July 31, 1998
Entergy Corporation ($0.01 par value) 246,602,469
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1998
Page Number
Definitions 1
Management's Financial Discussion and Analysis -
Liquidity and Capital Resources 3
Management's Financial Discussion and Analysis -
Significant Factors and Known Trends 6
Results of Operations and Financial Statements:
Entergy Corporation and Subsidiaries:
Results of Operations 11
Consolidated Statements of Income and
Comprehensive Income 15
Consolidated Statements of Cash Flows 16
Consolidated Balance Sheets 18
Selected Operating Results 20
Entergy Arkansas, Inc.:
Results of Operations 21
Statements of Income 23
Statements of Cash Flows 25
Balance Sheets 26
Selected Operating Results 28
Entergy Gulf States, Inc.:
Results of Operations 29
Statements of Income (Loss) 31
Statements of Cash Flows 33
Balance Sheets 34
Selected Operating Results 36
Entergy Louisiana, Inc.:
Results of Operations 37
Statements of Income 39
Statements of Cash Flows 41
Balance Sheets 42
Selected Operating Results 44
Entergy Mississippi, Inc.:
Results of Operations 45
Statements of Income 47
Statements of Cash Flows 49
Balance Sheets 50
Selected Operating Results 52
Entergy New Orleans, Inc.:
Results of Operations 53
Statements of Income 55
Statements of Cash Flows 57
Balance Sheets 58
Selected Operating Results 60
System Energy Resources, Inc.:
Results of Operations 61
Statements of Income 62
Statements of Cash Flows 63
Balance Sheets 64
Entergy London Investments plc and Subsidiary:
Results of Operations 66
Consolidated Statements of Income and
Comprehensive Income 68
Consolidated Statements of Cash Flows 69
Consolidated Balance Sheets 70
Notes to Financial Statements for Entergy Corporation
and Subsidiaries 72
Part II:
Item 1. Legal Proceedings 79
Item 4. Submission of Matters to a Vote of
Security Holders 81
Item 5. Other Information 83
Item 6. Exhibits and Reports on Form 8-K 84
Signature 87
<PAGE>
This combined Quarterly Report on Form 10-Q is separately filed by
Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans,
Inc., System Energy Resources, Inc, and Entergy London Investments plc.
Information contained herein relating to any individual company is filed
by such company on its own behalf. Each company reports herein only as
to itself and makes no other representations whatsoever as to any other
company. This combined Quarterly Report on Form 10-Q supplements and
updates the Annual Report on Form 10-K for the calendar year ended
December 31, 1997, and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed by the individual registrants with the SEC,
and should be read in conjunction therewith.
EXCHANGE RATES
For the convenience of the reader, this Form 10-Q contains
translations of certain British pounds sterling (BPS) amounts into U.S.
dollars at specified rates, or, if not so specified, at the noon buying
rate in New York City for cable transfers in BPS as certified for customs
purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate")
on June 30, 1998 of $1.6678 = BPS1.00. No representation is made that
the BPS amounts have been, could have been or could be converted into
U.S. dollars at the rates indicated or at any other rates.
The following table sets out, for the periods indicated, certain
information concerning the exchange rates between BPS and U.S. dollars
based on the Noon Buying Rate in New York City for cable transfers in
pounds sterling as certified for customs purposes by the Federal Reserve
Bank of New York.
Period Period End Average(1) High Low
($ per BPS1.00)
Three months ended March 31, 1997 1.64 1.63 1.70 1.59
Three months ended June 30, 1997 1.67 1.64 1.67 1.61
Six months ended June 30, 1997 1.67 1.63 1.70 1.59
Twelve months ended December 31, 1997 1.65 1.64 1.71 1.58
Three months ended March 31, 1998 1.67 1.65 1.69 1.61
Three months ended June 30, 1998 1.67 1.65 1.69 1.62
Six months ended June 30, 1998 1.67 1.65 1.69 1.61
(1) The average of the Noon Buying Rates in effect on the last business
day of each month during the relevant period.
Forward Looking Information
Investors are cautioned that forward-looking statements contained
herein with respect to the revenues, earnings, competitive performance,
or other prospects for the business of Entergy Corporation, Entergy
Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy
Resources, Inc., Entergy London Investments plc or their affiliated
companies may be influenced by factors that could cause actual outcomes
to be materially different than anticipated. Such factors include, but
are not limited to, the effects of weather, the performance of generating
units, fuel prices and availability, regulatory decisions and the effects
of changes in law, capital spending requirements, the evolution of
competition, changes in accounting standards, interest rate changes,
changes in foreign currency exchange rates, and other factors.
<PAGE>
DEFINITIONS
Certain abbreviations or acronyms used in the text are defined below:
Abbreviation or Acronym Term
ALJ Administrative Law Judge
ANO Arkansas Nuclear One Plant
ANO 1 Unit No. 1 of ANO
ANO 2 Unit No. 2 of ANO
APSC Arkansas Public Service Commission
BPS British pounds sterling
Cajun Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement Agreement, dated as of June 21, 1974, as
amended, between System Energy and Entergy
Corporation, and the assignments thereof
Council Council of the City of New Orleans, Louisiana
domestic utility
companies Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, and Entergy New
Orleans, collectively
EPI Entergy Power, Inc.
EPMC Entergy Power Marketing Corp.
ETHC Entergy Technology Holding Company
Entergy Entergy Corporation and its various direct and
indirect subsidiaries
Entergy Arkansas Entergy Arkansas, Inc.
Entergy Corporation Entergy Corporation, a Delaware corporation,
successor to Entergy Corporation, a Florida
corporation
Entergy Gulf States Entergy Gulf States, Inc. (including wholly
owned subsidiaries - Varibus Corporation, GSG&T,
Inc., Prudential Oil & Gas, Inc., and Southern
Gulf Railway Company)
Entergy London Entergy London Investments plc, formerly Entergy
Power UK plc (including its wholly owned
subsidiary, London Electricity plc)
Entergy Louisiana Entergy Louisiana, Inc.
Entergy Mississippi Entergy Mississippi, Inc.
Entergy New Orleans Entergy New Orleans, Inc.
Entergy Operations Entergy Operations, Inc., a subsidiary of
Entergy Corporation that has operating
responsibility for ANO, Grand Gulf 1, River
Bend, and Waterford 3
Entergy Services Entergy Services, Inc.
EPA U.S. Environmental Protection Agency
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
Form 10-K The combined Annual Report on Form 10-K for the
year ended December 31, 1997, of Entergy,
Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New
Orleans, System Energy, and Entergy London
Grand Gulf 1 Unit No. 1 (nuclear) of the Grand Gulf Plant
Independence Independence Steam Electric Station (coal),
owned 16% by Entergy Arkansas, 25% by Entergy
Mississippi, and 11% by Entergy Power
London Electricity London Electricity plc - a regional electric
company serving London, England, which was
acquired by Entergy effective February 1, 1997
MPSC Mississippi Public Service Commission
NRC Nuclear Regulatory Commission
Owner Participant A corporation that, in connection with the
Waterford 3 sale and leaseback transactions, has
acquired a beneficial interest in a trust, the
Owner Trustee of which is the owner and lessor
of undivided interests in Waterford 3
Owner Trustee Each institution and/or individual acting as
Owner Trustee under a trust agreement with an
Owner Participant in connection with the
Waterford 3 sale and leaseback transactions
PUHCA Public Utility Holding Company Act of 1935, as
amended
PUCT Public Utility Commission of Texas
River Bend River Bend Nuclear Plant, owned by Entergy Gulf
States
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards as
promulgated by the Financial Accounting
Standards Board
System Agreement Agreement, effective January 1, 1983, as
modified, among the domestic utility companies
relating to the sharing of generating capacity
and other power resources
System Energy System Energy Resources, Inc.
UK The United Kingdom of Great Britain and Northern
Ireland
Waterford 3 Unit No. 3 (nuclear) of the Waterford Plant
White Bluff White Bluff Steam Electric Generating Station
57% owned by Entergy Arkansas
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Net cash flow from operations for Entergy Corporation, the domestic
utility companies, System Energy, and Entergy London for the six months
ended June 30, 1998 and 1997 was as follows:
Six Months Six Months
Company Ended 6/30/98 Ended 6/30/97
(In Millions)
Entergy Corporation $653.3 $840.2
Entergy Arkansas $ 95.3 $177.7
Entergy Gulf States $161.7 $213.5
Entergy Louisiana $128.7 $115.2
Entergy Mississippi $ 73.3 $ 87.6
Entergy New Orleans $ 6.3 $ 29.2
System Energy $ 93.2 $131.6
Entergy London $165.3 $144.7
For the first six months of 1998, cash flow from operations declined
compared to 1997 due to rate reductions at Entergy Arkansas, Entergy Gulf
States, and Entergy New Orleans, as discussed in "Entergy Corporation and
Subsidiaries, Management's Financial Discussion and Analysis, Results of
Operations." Revenue collections under rate phase-in plans that exceed
current cash requirements for the related costs continue to contribute to
cash flow from operations. In the income statement, revenue collections
from phase-in plans are offset by the amortization of the previously
deferred costs so that there is no effect on net income. These phase-in
plans, which currently contribute to Entergy Corporation's cash position,
will expire in November 1998 for Entergy Arkansas, in September 1998 for
Entergy Mississippi, and in 2001 for Entergy New Orleans. Entergy Gulf
States' Louisiana retail phase-in plan for River Bend expired in February
1998. Competitive businesses contributed $150.8 million to Entergy
Corporation's cash flow from operations for the first six months of 1998.
In accordance with the purchase method of accounting, London
Electricity's results of operations are not included in the Entergy
Corporation and Subsidiaries and the Entergy London Consolidated
Statements of Cash Flows prior to February 1, 1997, the effective date of
the acquisition of London Electricity.
Financing Sources
Cash from operations, supplemented by cash on hand, was sufficient
to meet substantially all investing and financing requirements of the
domestic utility companies and System Energy, including capital
expenditures, dividends, and debt and preferred stock maturities, for the
six months ended June 30, 1998.
In the first six months of 1998, Entergy's domestic utility
companies have been able to fund their capital requirements with cash
from operations as discussed above in "Cash Flows". Should additional
cash be needed to fund investments or to retire debt, the domestic
utility companies and System Energy each have the ability, subject to
regulatory approval and compliance with issuance tests, to issue debt or
preferred securities to meet such requirements. Although the rate
proceedings in Texas discussed in Note 2 will have an impact on Entergy
Gulf States' cash flows from operations, management believes that Entergy
Gulf States' cash flow from operations will be sufficient to fund its
capital requirements for the foreseeable future. In addition, to the
extent market conditions and interest and dividend rates allow, the
domestic utility companies, System Energy, and Entergy London will
continue to refinance and/or redeem higher cost debt and preferred stock
prior to maturity. See Note 4 for a discussion of Entergy's recent
redemptions. Entergy's domestic utility companies and Entergy London may
continue to establish special purpose trusts or limited partnerships as
financing subsidiaries for the purpose of issuing quarterly income
preferred securities, such as those issued in 1996 by Entergy Louisiana
Capital I and Entergy Arkansas Capital I, and those issued in 1997 by
Entergy Gulf States Capital I and Entergy London Capital, L.P. Entergy
Corporation, the domestic utility companies, System Energy, and Entergy
London also have the ability to effect short-term borrowings. See Notes
4, 5, 6, 7, 9 and 10 in the Form 10-K for additional information on
Entergy's capital and refinancing requirements in 1998-2002.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, Entergy Corporation had $190 million
outstanding under its $300 million bank credit facility. In addition,
Entergy Corporation had $165.5 million outstanding and ETHC had $112.8
million outstanding under a joint $300 million bank line of credit as of
June 30, 1998. See Note 4 to the Form 10-K for information on the short-
term borrowing authorizations and bank lines of credit of the domestic
utility companies, System Energy, and Entergy London.
London Electricity is Entergy London's only asset. Dividends paid
by London Electricity provide Entergy London with its sole source of cash
flow to pay its debt service. In addition to London Electricity's cash
flow from operations, Entergy London has other primary sources of
liquidity, including a commercial paper program and several committed and
uncommitted credit lines provided to London Electricity by banking
institutions. London Electricity intends to use credit available under
existing facilities to finance its remaining payment of windfall profits
taxes in December 1998, which will total approximately $117 million
(BPS70 million).
Management believes that cash flow from operations, together with
Entergy London's sources of credit, will provide sufficient financial
resources to meet London Electricity and Entergy London's projected
capital needs and other expenditure requirements for the foreseeable
future. London Electricity has represented to the Director General of
Electricity Supply for the UK, in connection with its Public Electricity
Supply License, that it will use all reasonable endeavors to maintain an
investment grade rating on its long-term debt.
Financing Uses
During the last several years, Entergy has made a number of utility
related investments overseas. These include investments in electricity
related businesses in the UK, Australia, Argentina, Chile, Peru,
Pakistan, and China. The ability of Entergy Corporation to provide
additional capital to exempt wholesale generators or foreign utility
companies currently is subject to the SEC's regulations under PUHCA.
Absent SEC approval, these regulations limit the aggregate amount that
Entergy may invest in foreign utility companies and exempt wholesale
generators to 50% of consolidated retained earnings at the time an
investment is made. As of November 1997, Entergy Corporation no longer
had capacity to make additional investments under these regulations
without SEC approval. Entergy has applied to the SEC to obtain
additional authority to make such investments, and is also exploring
means of raising capital for foreign electricity-related investments in a
manner not inconsistent with these regulations. As of June 30, 1998,
Entergy Corporation had a net investment of $1.3 billion in equity
capital in competitive businesses.
In addition to its electricity related foreign investments, Entergy
has made investments in security monitoring and other telecommunications
related businesses in the United States. No specific SEC approvals are
required for such investments, and there is no maximum regulatory limit
on such investments. Entergy has also made investments in energy-related
businesses, including energy efficiency services and power marketing.
Under PUHCA, the SEC imposes a limit equal to 15% of consolidated
capitalization on the amount that may be invested in such businesses
without specific SEC approval. Entergy currently has considerable
capacity to make additional investments of this type before such limits
would be exceeded.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
To make capital investments, fund its subsidiaries, and pay
dividends, Entergy Corporation utilizes internally generated funds, cash
on hand, funds available under its bank credit facilities, and bank
financing as required. See Note 9 in the Form 10-K for a discussion of
capital requirements. Entergy Corporation receives funds through
dividend payments from its subsidiaries. During the six months ended
June 30, 1998 such dividend payments from the domestic utility companies
and System Energy totaled $176.8 million. During the six months ended
June 30, 1998, Entergy Corporation paid $221.8 million of cash dividends
on its common stock. Declarations of dividends on Entergy's common stock
are made at the discretion of Entergy Corporation's Board of Directors
(the Board). On August 2, 1998 the Board declared a quarterly dividend
of $.30 per share on Entergy's common stock. This dividend represents a
$.15 per share reduction from the recent level of Entergy's quarterly
common stock dividends. The reduction was made in order to strengthen
Entergy's financial position and fund investments. The Board will
continue to evaluate the level of the dividend on Entergy's common stock,
based upon Entergy's earnings and the Board's assessment of the financial
strength of Entergy. See Note 8 in the Form 10-K for information on
dividend restrictions.
Entergy Corporation and Entergy Gulf States
During the fourth quarter of 1997, Entergy Gulf States established
reserves of $381 million ($227 million net of tax) for the probable
outcome of the pending rate case and abeyed plant cost proceedings in
Texas based on management's estimates of the effects thereof. Entergy
Gulf States recorded additional reserves of $101.3 million ($60.3 million
net of tax) in the first six months of 1998 for the retroactive rate
actions contained in the order issued by the PUCT on July 22, 1998.
Final resolution of these matters could negatively affect Entergy Gulf
States' ability to obtain financing, which in turn could affect Entergy
Gulf States' liquidity and ability to pay common stock dividends to
Entergy Corporation. See "Entergy Corporation and Subsidiaries,
Management's Financial Discussion and Analysis, Significant Factors and
Known Trends, Retail and Wholesale Rate Issues" and Note 2 for additional
information.
Entergy Corporation and System Energy
Under the Capital Funds Agreement, Entergy Corporation has agreed to
supply System Energy with sufficient capital to maintain System Energy's
equity capital at a minimum of 35% of its total capitalization (excluding
short-term debt), to permit the continued commercial operation of Grand
Gulf 1, and to pay in full all indebtedness for borrowed money of System
Energy when due. In addition, under supplements to the Capital Funds
Agreement assigning System Energy's rights thereunder as security for
specific debt of System Energy, Entergy Corporation has committed to make
cash capital contributions, if required, to enable System Energy to make
payments on such debt when due. The Capital Funds Agreement may be
terminated by the parties thereto, subject to the consent of certain
creditors.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS AND KNOWN TRENDS" in the Form 10-K, including "Open Access
Transmission", "Municipalization", "Industry Consolidation", "Functional
Unbundling", "Effects of Alternate Energy Sources on Retail Electric
Sales to Industrial and Large Commercial Customers", and "Changes in
Contract with Steam Customer" for a discussion of the competitive
pressures facing Entergy and the electric utility industry. See also
"Foreign Distribution and Supply", "Property Tax Exemptions", and "Market
Risks" in the Form 10-K for a discussion of other significant issues
affecting Entergy. Set forth below are recent developments to update the
information contained in the Form 10-K for the sections presented.
Domestic Competition and Industry Challenges
Transition to Competition Filings
See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT
FACTORS AND KNOWN TRENDS - Transition to Competition Filings" in the Form
10-K for a discussion of the domestic utility companies' filings with
their respective state regulators concerning the transition to
competition.
Subsequent to the APSC's approval of Entergy Arkansas' transition to
competition filing on December 12, 1997, the APSC opened four new generic
restructuring dockets and scheduled a series of hearings throughout 1998.
The APSC conducted hearings in these dockets in May 1998, in which the
majority of the participating parties indicated that competition in the
electric industry in Arkansas can begin by January 1, 2002. The APSC
will submit a report and recommendations to the Legislature by October
1998. Similar generic proceedings have also been established by the
public service commissions in Louisiana and Mississippi and by the
Council.
Entergy has proposed to FERC a regional transmission company as an
alternative to an Independent System Operator (ISO) for electricity
transmission. Entergy's proposal is a for-profit, FERC-regulated
regional transmission company that would operate independently of
Entergy's utility subsidiaries. Under the proposal, the transmission
system and the employees who would operate and maintain it would be
transferred from Entergy's utility subsidiaries to a separate legal
entity owned by Entergy, but not operated or maintained by Entergy.
Retail and Wholesale Rate Issues
On June 30, 1998, the PUCT held the first of several meetings to
decide the outcome of Entergy Gulf States' pending Texas rate case. In
so doing, the PUCT indicated that it would not act upon the most recent
settlement agreement entered into among Entergy Gulf States and various
intervenor groups in the rate case. After refining its decision over the
course of several meetings, the PUCT issued its written order in the rate
proceeding on July 22, 1998. The decision will result in a $122 million
annual rate reduction, offset through May 1999 by recovery of accounting
order deferrals, resulting in a net reduction of approximately $81
million through that date, as well as a rate refund of approximately $82
million retroactive to June 1, 1996. The order disallows recovery
through rates by Entergy Gulf States of a majority of the charges for
services provided by Entergy affiliates and provides a rate incentive for
Entergy Gulf States to improve service quality. This decision does not
address the majority of the transition to competition issues contained in
the initial rate filing by Entergy Gulf States, including the accelerated
recovery of the allowed nuclear investment. However, the PUCT's order
provides for the accelerated amortization, through May 31, 1999, of the
nuclear-related accounting order deferrals, which had been scheduled to
be amortized through 2009. In light of the base rate reduction, Entergy
Gulf States withdrew its voluntary commitment to open its retail market
to direct competition. See Note 2 for additional information regarding
this proceeding.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
The PUCT's July 22, 1998 order, if sustained, will have material
adverse consequences on Entergy Gulf States' revenues and net income.
Entergy Gulf States will file a motion for reconsideration with the PUCT.
Entergy Gulf States plans to seek such further remedies as may be
available to it, including appealing the order if the motion for
reconsideration fails to alter what Entergy Gulf States believes is an
incorrect result based on the evidence before the PUCT. On July 29,
1998, a Texas state district court granted Entergy Gulf States' request
for a temporary restraining order until August 12, 1998 to prevent
enforcement of the PUCT's July 22, 1998 order. Additionally, Entergy
Gulf States has a hearing on August 10, 1998 to determine if a temporary
injunction against enforcement of the PUCT's order should also be
granted. If sustained, the PUCT's ruling on the recoverability by
Entergy Gulf States of charges for services provided by Entergy
affiliates could result in Entergy Gulf States reevaluating the use of
such services. See Note 2 for additional information regarding this
proceeding.
Effective July 29, 1998, Entergy Gulf States lowered its base retail
electric rates in Louisiana by $18 million per year. This reduction,
which was agreed to by Entergy Gulf States and the LPSC staff and
approved by order of the LPSC, will facilitate the completion of
Entergy's fourth post-merger earnings review, which was filed with the
LPSC on May 30, 1997. However, pending proceedings in Entergy Gulf
States' second, third and fourth earnings reviews will continue.
See Note 2 to the Form 10-K and Note 2 herein for a discussion of
the ongoing trend of regulator mandated rate reductions as well as
incentive and performance-based regulation and filings made with state
and local regulators regarding an orderly transition to a more
competitive market for electricity.
On March 13, 1998, on remand from the Supreme Court of Texas, the
PUCT ruled by a vote of two to one that Entergy Gulf States should not be
allowed to recover in rates any of the $1.4 billion of abeyed costs
associated with its Texas jurisdictional investment in River Bend. These
costs have been held in abeyance since 1988, during which time they have
been the subject of appeals by Entergy Gulf States. Entergy Gulf States
filed a motion for rehearing on this issue with the PUCT on April 2,
1998. This motion was denied by the PUCT by order dated July 8, 1998.
Entergy Gulf States has again appealed the PUCT's decision on this matter
in the Texas courts. Based on advice of counsel, management believes
that it is probable that the matter will be remanded again to the PUCT
for further ruling on the prudence of the abeyed plant costs. See Note 2
for additional information.
Legislative Activity
In late March 1998, the Clinton Administration released its plan for
electricity restructuring. The plan calls for customer choice by 2003 in
addition to the recovery of stranded costs and repeal of PUHCA. In late
June, the Administration submitted a bill containing the above provisions
along with one allowing states to "opt out" of competition if they felt
restructuring would harm residents. With little time remaining on the
congressional calendar, it is unlikely that any comprehensive electric
restructuring legislation or a repeal of PUHCA will be enacted during
1998.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Domestic and Foreign Competitive Businesses
Entergy Corporation seeks opportunities to expand its domestic and
foreign businesses that are not regulated by domestic state and local
utility regulatory authorities. Such business ventures currently include
power development and operations and retail services related to the
utility business. Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND
ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K for a
discussion of Entergy Corporation's investments in nonregulated and
foreign energy-related businesses. These investments may involve a
greater risk than domestic regulated utility enterprises. For the six
months ended June 30, 1998, these investments contributed approximately
$96 million to Entergy Corporation's consolidated net income. Entergy's
investment in London contributed $74 million to net income for the six
months ended June 30, 1998, including $52 million due to non-recurring
tax benefits and gains on investments. Domestic power marketing
operations contributed $24 million to net income for the six months ended
June 30, 1998; CitiPower Pty., an Australian distribution business,
contributed $10 million; Edesur, S. A., an Argentine distribution
business, contributed $3.5 million; and foreign power development and
generation operations contributed $4 million. Energy retail businesses
had a net loss of $20 million for the six months ended June 30, 1998.
Following the conclusion of Entergy's Board of Directors meeting on
August 2, 1998, management announced its intention to focus Entergy's
resources on international power generation, nuclear operations, and
power trading and marketing. Consistent with this intention, management
expects to sell several businesses over the next eighteen months. These
businesses include international distribution businesses in the UK and
Australia, security monitoring, energy management, and portions of
Entergy's telecommunications interests. See Note 7 for further
information.
London Electricity has an exclusive right to supply electricity to
residential and small industrial and commercial customers in its
franchise area with demand of less than 100 KW. In late 1998, however,
this segment of the supply business will become open to competition,
subject to a six-month transition period. This means the retail market
will be fully opened and all customers will have access to competition by
June 1999. See Note 2 in the Form 10-K for a discussion of Entergy
London regulatory matters.
On June 30, 1997, the UK government announced a review of the
regulatory framework governing the utilities, including electricity and
distribution. The Department of Trade and Industry paper, "A Fair Deal
for Consumers - Modernising the Framework for Utility Regulation", was
published in late March 1998. Among the proposals with implications for
Entergy London contained in this paper are recommendations for the
separation of the electric distribution and supply businesses, the
placing of customer interests on a statutory footing, and mechanisms to
ensure that unearned gains are shared among all stakeholders. London
Electricity submitted its response to these proposals to the Department
of Trade and Industry in May 1998.
The issue of separation of businesses is being carried forward as
part of the Review of Public Electricity Suppliers 1998 to 2000. A
consultation paper detailing the implications of the separation of
distribution and supply and the options for legislative reform was
published in May 1998 by the Office of Electricity Regulation. The
Office of Electricity Regulation stated that it favored the separation of
the electric industry into independent distribution and supply companies.
London Electricity responded to the consultation paper in June 1998.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Two documents regarding power generation in the UK were published in
June 1998. The first, "Review of Energy Sources for Power Generation - A
Consultation Document", was published by the Department of Trade and
Industry. This document contains the preliminary conclusions arising
from the Review of Energy Sources for Power Generation. It concludes
that the basic flaws in the existing electricity market arrangements have
been identified. The resulting distortions need to be corrected so that
the government can achieve its policy objective of diverse, secure, and
sustainable energy supplies at competitive prices for consumers while
protecting the environment. London Electricity responded to the
preliminary conclusions in July 1998.
The second document, "Report on Pool Price Increases in Winter
1997/98", published by the Office of Electricity Regulation, states that
further steps need to be taken to increase the competitiveness of the
generation market. It concludes that the most effective route in the
short term would be to transfer National Power and PowerGen's coal fired
plants to competitors, who are expected to more actively compete. London
Electricity responded to this document in July 1998.
In June 1998, the UK's Department of Trade and Industry issued the
last remaining consent for Entergy's Damhead Creek merchant power plant
project in Southeast England. Construction of the plant is now expected
to begin in late 1998. Financing and other project requirements are
currently in the final stages of development.
Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
SIGNIFICANT FACTORS AND KNOWN TRENDS" and Note 13 in the Form 10-K for a
discussion of Entergy's major nonregulated business opportunities and
foreign energy-related investments.
Domestic Deregulated Operations
Entergy Gulf States discontinued regulatory accounting principles in
1989 for its wholesale jurisdiction and steam department, and in 1991 for
the Louisiana deregulated portion of River Bend. In late 1997, Cajun's
30% interest in River Bend was transferred by the Cajun bankruptcy
trustee to Entergy Gulf States and such interest is being treated as a
deregulated operation. The domestic deregulated operations of Entergy
Gulf States showed operating losses of $2.7 million and $5.6 million
during the three and six months ended June 30, 1998, respectively,
compared to operating income of $4.6 million and $9.2 million during the
comparable periods in 1997.
The decrease in net income from these deregulated operations for the
three and six months ended June 30, 1998 was principally due to (1) lower
revenues from the wholesale jurisdiction resulting from reduced rates
charged to both a large wholesale customer and to Cajun for transmission
service, (2) decreased steam products revenues as a result of the revised
contractual arrangement with the steam customer, and (3) revenues from
off-system sales of the transferred 30% portion of River Bend not fully
recovering the costs associated with those sales. These decreases were
partially offset by higher revenues from the Louisiana deregulated
portion of River Bend. The future impact of these deregulated operations
on Entergy's and Entergy Gulf States' results of operations and financial
position will depend on operating costs, efficiency and availability of
generating units, and market prices for energy over the remaining life of
the assets.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Accounting Issues
New Accounting Standards - In June 1998, the FASB issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," which
will be effective for Entergy in 2000. In early 1998, The American
Institute of Certified Public Accountants issued Statement of Position
(SOP) 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use", which will be effective for Entergy in 1999.
The adoption of SFAS 133 and SOP 98-1 is not expected to have a material
effect on the financial position, results of operations, or cash flows of
Entergy. See Note 6 herein for additional developments concerning these
new accounting standards.
Continued Application of SFAS 71 - The electric utility industry is
moving toward a combination of competition and a modified regulatory
environment. The domestic utility companies' and System Energy's
financial statements currently reflect, for the most part, assets and
costs based on existing cost-based ratemaking regulations in accordance
with SFAS 71, "Accounting for the Effects of Certain Types of Regulation"
(SFAS 71). Continued applicability of SFAS 71 to the domestic utility
companies' and System Energy's financial statements requires that rates
set by an independent regulator on a cost-of-service basis be charged to
and collected from customers for the foreseeable future.
The domestic utility companies' and System Energy's financial
statements continue to apply SFAS 71 for their regulated operations,
except for those portions of Entergy Gulf States' business described in
"Domestic Deregulated Operations" above. Although discussions with
regulatory authorities regarding retail competition have occurred and are
expected to continue, definitive outcomes have not yet been determined.
Therefore, the regulated operations continue to apply SFAS 71. See Note
1 to the Form 10-K for additional discussion of Entergy's application of
SFAS 71.
Year 2000 Issues
Like many companies, Entergy has been evaluating its computer
software, databases, embedded microprocessors, suppliers, and other
relationships to determine the extent to which actions are required to
prevent problems related to the year 2000, and the resources that will be
required to take such actions. These problems could result in
malfunctions in certain software applications, databases, and computer
equipment with respect to dates on or after January 1, 2000, unless
corrected. Many of Entergy's suppliers also face year 2000 issues, which
could affect their performance and indirectly affect Entergy. Entergy
has been working on the above mentioned modifications and contingencies
and will continue these efforts throughout mid-2000. Maintenance or
modification costs will be expensed as incurred, while the costs of new
software will be capitalized and amortized over the software's useful
life. Management's updated estimate of maintenance and modification
costs related to this project to be incurred in 1998 through mid-2000 is
approximately $90 to 95 million. These expenses are being funded through
operating cash flows.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Effective February 1, 1997, Entergy Corporation acquired London
Electricity. Accordingly, consolidated net income for the six months
ended June 30, 1997 reflects London Electricity's results subsequent to
February 1, 1997.
Net Income
Consolidated net income increased for the three months ended June
30, 1998, primarily due to higher competitive business revenues and lower
income taxes, partially offset by an increase in operating expenses. Net
income decreased for the six months ended June 30, 1998, primarily due to
decreased domestic electric revenues and higher operating expenses,
partially offset by increased competitive business revenues and lower
income taxes. Additional reserves were recorded for anticipated rate
actions for Texas retail customers which totaled $54.8 million and $60.3
million net of tax for the three and six months ended June 30, 1998,
respectively. Excluding the effects of the additional reserves, net
income for the three and six months ended June 30, 1998 would have
increased approximately, $112.8 million and $56.9 million, respectively,
net of tax, compared to the periods ended June 30, 1997.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues associated with Entergy's
domestic regulated operations for the three and six months ended June 30,
1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($135.0) ($157.7)
Rate riders (10.9) (36.5)
Fuel cost recovery (0.9) (65.0)
Sales volume/weather 84.1 65.8
Other revenue (including unbilled) 36.0 28.3
Sales for resale 26.3 32.8
------- -------
Total ($0.4) ($132.3)
======= =======
Electric operating revenues for the domestic utility companies
decreased for the three and six months ended June 30, 1998 primarily due
to a decrease in base revenues at Entergy Gulf States and Entergy
Louisiana, decreased rate rider revenue at Entergy Arkansas, and for the
six months ended June 30, 1998, decreased fuel cost recovery at Entergy
Arkansas and Entergy Louisiana. Base revenues at Entergy Gulf States
decreased primarily due to the reserves recorded for anticipated rate
refunds for Texas retail customers, aggressive pricing strategies for
targeted customer segments, and a base rate reduction for the Louisiana
retail customers that became effective in March 1998. Base revenues at
Entergy Louisiana decreased due to a base rate reduction that became
effective in the third quarter of 1997. The decrease in rate rider
revenue at Entergy Arkansas, which does not affect net income, was due to
the scheduled decline in Grand Gulf 1 cost recovery rate rider revenues
as provided in the phase-in plan. Fuel cost recovery revenues decreased
at Entergy Louisiana due to lower pricing resulting from a change in
generation mix. Partially offsetting these decreases were increases in
sales volume, other revenue (primarily unbilled revenue), and sales for
resale. Sales volume increased due to significantly warmer weather in
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
the second quarter of 1998. Unbilled revenue increased due to higher
sales volume. Sales for resale increased primarily due to sales to non-
associated utilities and additional revenues related to the sale of
energy from the 30% interest in River Bend transferred by the Cajun
bankruptcy trustee to Entergy Gulf States in December 1997.
Competitive business revenues increased for the three and six months
ended June 30, 1998. Entergy London revenues for the six months ended
June 30, 1998 were higher due to an additional month of activity under
Entergy ownership recorded in 1998 compared to 1997, partially offset by
the impact of a 3% price reduction, effective April 1, 1997, for kilowatt-
hours distributed. An additional 3% price reduction, effective April 1,
1998, also impacted the three months ended June 30, 1998. Also
contributing to the increase in competitive business revenues was an
increase in revenue at EPMC and EPI. This revenue increase was a result
of increased sales volume and price on the spot market due to increased
demand resulting from significantly warmer weather in the second quarter
of 1998. This increase was partially offset for EPMC by increased power
purchased for resale as discussed below. The acquisition of new security
companies at ETHC also contributed to the increase in competitive
business revenues.
Expenses
Operating expenses increased for the three and six months ended June
30, 1998. The increase in the three months ended June 30, 1998 was
primarily due to an increase in purchased power expenses and a decrease
in other regulatory credits, partially offset by the decreased
amortization of rate deferrals. The increase in the six months ended
June 30, 1998 was primarily due to increases in purchased power expenses,
other operation and maintenance expenses, and depreciation, amortization,
and decommissioning expense, partially offset by decreases in fuel
expenses and in the amortization of rate deferrals.
The increases in purchased power expenses were primarily the result
of a higher level of power trading by EPMC and, for the six months ended
June 30, 1998, due to an additional month of Entergy London activity.
The decrease in other regulatory credits for the three months ended June
30, 1998 was primarily due to the decrease in the under-recovery of Grand
Gulf 1 related costs at Entergy Mississippi. The increase in other
operation and maintenance expenses for the six months ended June 30, 1998
was primarily due to an additional month of Entergy London operations in
1998 as compared to 1997. Operation and maintenance expenses of security
companies acquired by ETHC subsequent to the second quarter of 1997 also
contributed to the increase in such expenses. Additionally, at Entergy
Gulf States, other operation and maintenance expenses increased as a
result of the inclusion of expenses related to the 30% interest in River
Bend transferred by the Cajun bankruptcy trustee to Entergy Gulf States
in December 1997. Beginning in 1998, Entergy Gulf States includes 100%
of River Bend's operation and maintenance expenses in its operating
expenses, as compared to 70% of such expenses for the three and six
months ended June 30, 1997. The increase in depreciation, amortization,
and decommissioning for the six months ended June 30, 1998 is primarily
due to the inclusion of an additional month of depreciation and
amortization expense at Entergy London in 1998 and the acquisition of
additional security company assets by ETHC.
A decrease in fuel expenses for the six months ended June 30, 1998,
primarily at Entergy Arkansas, was due to a reduction in generation due
to outages and disruption of coal deliveries to coal plants. Partially
offsetting the increases in operating expenses for the three and six
months ended June 30, 1998 were decreases in the amortization of rate
deferrals. These decreases were caused by a lower amortization as
prescribed in the Grand Gulf 1 rate phase-in plan and the Stipulation and
Settlement Agreement with the APSC at Entergy Arkansas and the expiration
of the Louisiana retail phase-in plan for River Bend in February 1998 at
Entergy Gulf States.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other
Interest on long-term debt decreased for the three and six months
ended June 30, 1998 primarily due to the retirement of certain long-term
debt in 1998 at Entergy Arkansas, Entergy Gulf States, and System Energy.
The effective income tax rates for the three months ended June 30,
1998 and 1997 were 23.6% and 35.9%, respectively. For the six months
ended June 30, 1998 and 1997 the effective income tax rates were 29.4%
and 35.3%, respectively. The decreases in 1998 were primarily due to the
recording of a $44 million deferred tax benefit in June 1998 related to
expected utilization of Entergy's capital loss carryforwards. The
expected utilization results from potential gain transactions that would
originate from investment/disposition strategies to be implemented within
five years. Realization of the deferred tax asset is dependent upon
Entergy's ability to utilize the capital loss carryforwards, which will
expire in 2002. Partially offsetting these decreases was an increase
primarily related to the increased reversal of previously recorded AFUDC
amounts included in depreciation at Entergy Arkansas and Entergy Gulf
States. The impact of the amortization of investment tax credits and of
excess deferred taxes on rate deferrals at Entergy Mississippi, and a
decrease in the flow-through of tax benefits related to operating
reserves at Entergy Gulf States also contributed to the offsetting
increases.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands, Except Share Data)
<S> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $1,502,357 $1,502,742 $2,822,409 $2,954,667
Natural gas 24,188 23,025 74,613 80,521
Steam products 12,125 12,872 20,525 23,961
Competitive businesses 970,144 639,451 1,904,359 1,164,694
---------- ---------- ---------- ----------
Total 2,508,814 2,178,090 4,821,906 4,223,843
---------- ---------- ---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 327,854 339,778 676,817 738,520
Purchased power 808,264 469,726 1,586,938 890,688
Nuclear refueling outage expenses 21,015 13,172 43,689 30,408
Other operation and maintenance 500,505 512,830 984,193 938,917
Depreciation, amortization, and decommissioning 245,089 241,286 497,547 469,315
Taxes other than income taxes 90,318 90,205 186,112 183,196
Other regulatory credits (25,017) (35,225) (59,783) (56,771)
Amortization of rate deferrals 68,076 112,431 148,176 223,465
---------- ---------- ---------- ----------
Total 2,036,104 1,744,203 4,063,689 3,417,738
---------- ---------- ---------- ----------
Operating Income 472,710 433,887 758,217 806,105
---------- ---------- ---------- ----------
Other Income:
Allowance for equity funds used
during construction 3,274 3,035 5,623 6,068
Miscellaneous - net 18,208 29,224 49,781 46,617
---------- ---------- ---------- ----------
Total 21,482 32,259 55,404 52,685
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt 191,310 205,310 382,886 390,800
Other interest - net 14,053 11,148 24,155 23,053
Distributions on preferred securities of subsidiaries 8,950 4,710 20,128 8,882
Allowance for borrowed funds used
during construction (2,682) (2,440) (4,562) (4,877)
---------- ---------- ---------- ----------
Total 211,631 218,728 422,607 417,858
---------- ---------- ---------- ----------
Income Before Income Taxes 282,561 247,418 391,014 440,932
Income Taxes 66,582 88,839 114,981 155,868
---------- ---------- ---------- ----------
Net Income before Preferred Dividend Requirements and Other 215,979 158,579 276,033 285,064
Preferred and Preference Dividend Requirements of
Subsidiaries and Other 11,704 12,303 23,480 29,026
---------- ---------- ---------- ----------
Consolidated Net Income 204,275 146,276 252,553 256,038
Other Comprehensive Income:
Foreign Currency Translation Adjustment (20,541) (10,763) (3,848) (11,522)
---------- ---------- ---------- ----------
Comprehensive Net Income $183,734 $135,513 $248,705 $244,516
========== ========== ========== ==========
Earnings per average common share
Basic and diluted $0.83 $0.61 $1.03 $1.08
Dividends declared per common share - $0.45 $0.90 $0.90
Average number of common shares outstanding:
Basic 246,452,120 238,577,894 246,187,736 236,865,266
Diluted 246,501,362 238,639,480 246,298,479 236,944,435
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income before preferred dividend requirements and other $276,033 $285,064
Noncash items included in net income:
Amortization of rate deferrals 148,176 223,311
Other regulatory credits (59,783) (21,546)
Depreciation, amortization, and decommissioning 497,547 469,315
Deferred income taxes and investment tax credits (88,348) (70,123)
Allowance for equity funds used during construction (5,623) (5,475)
Changes in working capital:
Receivables (54,452) 8,750
Fuel inventory 3,868 37,965
Accounts payable (38,423) (23,891)
Taxes accrued 134,994 106,367
Interest accrued 590 868
Other working capital accounts (117,599) (98,449)
Reserve for rate refund 101,255 -
Provision for estimated losses and reserves (80,643) (11,594)
Decommissioning trust contributions and realized change in trust assets (37,674) (35,489)
Other (26,583) (24,859)
-------- --------
Net cash flow provided by operating activities 653,335 840,214
-------- --------
Investing Activities:
Construction/capital expenditures (454,309) (296,817)
Allowance for equity funds used during construction 5,623 5,475
Nuclear fuel purchases (41,126) (52,323)
Proceeds from sale/leaseback of nuclear fuel 37,666 79,512
Acquisition of London Electricity, net of cash acquired - (1,980,631)
Investment in other nonregulated/nonutility properties (21,961) 78,537
Other (33,731) (20,767)
-------- --------
Net cash flow used in investing activities (507,838) (2,187,014)
-------- --------
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Financing Activities:
Proceeds from the issuance of:
General and refunding mortgage bonds 78,703 64,827
First mortgage bonds 112,556 84,064
Bank notes and other long-term debt 201,070 1,691,201
Preferred securities of subsidiary trusts - 82,323
Common stock 15,228 166,870
Retirement of:
First mortgage bonds (341,335) (192,504)
General and refunding mortgage bonds (80,000) (634)
Other long-term debt (125,389) (21,160)
Redemption of preferred stock (6,250) (103,867)
Changes in short-term borrowings - net 186,167 113,104
Preferred stock dividends paid (23,580) (27,275)
Common stock dividends paid (221,772) (212,141)
--------- ----------
Net cash flow provided by (used in) financing activities (204,602) 1,644,808
--------- ----------
Effect of exchange rates on cash and cash equivalents 1,894 809
--------- ----------
Net increase (decrease) in cash and cash equivalents (57,211) 298,817
Cash and cash equivalents at beginning of period 830,547 388,703
--------- ----------
Cash and cash equivalents at end of period $773,336 $687,520
========= ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $427,136 $256,899
Income taxes $78,761 $81,165
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $22,854 $6,268
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
(In Thousands)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $78,332 $85,067
Temporary cash investments - at cost,
which approximates market 673,404 700,431
Special deposits 21,600 45,049
----------- -----------
Total cash and cash equivalents 773,336 830,547
Notes receivable 5,449 8,157
Accounts receivable:
Customer (less allowance for doubtful accounts of
$29.9 million in 1998 and $32.8 million in 1997) 488,903 458,085
Other 312,294 225,523
Accrued unbilled revenues 533,192 580,194
Deferred fuel costs 232,512 150,596
Fuel inventory 115,463 119,331
Materials and supplies - at average cost 391,948 367,870
Rate deferrals 106,451 237,302
Prepayments and other 215,282 193,717
----------- -----------
Total 3,174,830 3,171,322
----------- -----------
Other Property and Investments:
Decommissioning trust funds 649,578 589,050
Non-regulated investments 615,064 568,951
Other 222,633 225,818
----------- -----------
Total 1,487,275 1,383,819
----------- -----------
Utility Plant:
Electric 25,547,716 25,310,122
Plant acquisition adjustment - Entergy Gulf States 431,028 439,160
Electric plant under leases 674,483 674,483
Property under capital leases - electric 128,459 134,278
Natural gas 178,186 169,964
Steam products 82,751 82,289
Construction work in progress 766,786 565,667
Nuclear fuel under capital leases 247,811 269,011
Nuclear fuel 91,084 72,875
----------- -----------
Total 28,148,304 27,717,849
Less - accumulated depreciation and amortization 10,006,232 9,585,021
----------- -----------
Utility plant - net 18,142,072 18,132,828
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 145,277 162,602
SFAS 109 regulatory asset - net 1,157,286 1,174,187
Unamortized loss on reacquired debt 189,888 196,891
Other regulatory assets 520,482 466,780
Long-term receivables 35,693 36,984
CitiPower license (net of amortization of $30.6 million in 1998
and $25.6 million in 1997) 459,971 486,153
London Electricity license (net of amortization of $48.8 million
in 1998 and $25.6 million in 1997) 1,330,902 1,327,312
Other 529,702 461,822
----------- -----------
Total 4,369,201 4,312,731
----------- -----------
TOTAL $27,173,378 $27,000,700
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
(In Thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $305,027 $390,674
Notes payable 622,609 428,964
Accounts payable 893,454 915,800
Customer deposits 178,176 178,162
Taxes accrued 500,023 359,996
Accumulated deferred income taxes 7,384 56,524
Interest accrued 214,506 214,763
Dividends declared 8,068 8,166
Obligations under capital leases 163,189 167,700
Other 71,628 81,303
----------- -----------
Total 2,964,064 2,802,052
----------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,539,504 4,567,052
Accumulated deferred investment tax credits 569,519 587,781
Obligations under capital leases 213,396 236,000
Other 1,987,049 1,857,514
----------- -----------
Total 7,309,468 7,248,347
----------- -----------
Long-term debt 8,977,087 9,068,325
Subsidiaries' preferred stock with sinking fund 182,755 185,005
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
Company-obligated redeemable preferred securities of subsidiary
partnership holding solely junior subordinated deferrable debentures 300,000 300,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 334,455 338,455
Common stock, $.01 par value, authorized 500,000,000
shares; issued 246,686,106 shares in 1998 and 246,149,198
shares in 1997 2,467 2,461
Additional paid-in capital 4,627,648 4,613,572
Retained earnings 2,188,165 2,157,912
Cumulative foreign currency translation adjustment (73,665) (69,817)
Less - treasury stock (134,504 shares in 1998 and
306,852 shares in 1997) 4,066 10,612
----------- -----------
Total 7,075,004 7,031,971
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $27,173,378 $27,000,700
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Domestic Electric Operating Revenues:
Residential $ 503.7 $ 454.3 $ 49.4 11
Commercial 360.8 362.4 (1.6) -
Industrial 439.5 477.0 (37.5) (8)
Governmental 42.7 40.4 2.3 6
----------------------------------
Total retail 1,346.7 1,334.1 12.6 1
Sales for resale 107.3 81.0 26.3 32
Other 48.3 87.6 (39.3) (45)
----------------------------------
Total $ 1,502.3 $ 1,502.7 ($0.4) -
==================================
Billed Electric Energy
Sales (Millions of kWh):
Residential 6,697 5,531 1,166 21
Commercial 5,496 4,952 544 11
Industrial 10,854 11,239 (385) (3)
Governmental 669 598 71 12
----------------------------------
Total retail 23,716 22,320 1,396 6
Sales for resale 2,645 1,828 817 45
----------------------------------
Total 26,361 24,148 2,213 9
==================================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Domestic Electric Operating Revenues:
Residential $ 966.7 $ 956.4 $ 10.3 1
Commercial 693.5 730.7 (37.2) (5)
Industrial 884.2 973.9 (89.7) (9)
Governmental 84.2 82.0 2.2 3
----------------------------------
Total retail 2,628.6 2,743.0 (114.4) (4)
Sales for resale 190.4 157.6 32.8 21
Other 3.4 54.1 (50.7) (94)
----------------------------------
Total $ 2,822.4 $ 2,954.7 ($132.3) (4)
==================================
Billed Electric Energy
Sales (Millions of kWh):
Residential 12,937 11,931 1,006 8
Commercial 10,325 9,847 478 5
Industrial 21,266 22,135 (869) (4)
Governmental 1,297 1,193 104 9
----------------------------------
Total retail 45,825 45,106 719 2
Sales for resale 4,574 4,253 321 8
----------------------------------
Total 50,399 49,359 1,040 2
==================================
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended June 30, 1998
primarily due to decreases in operating expenses and interest expense,
partially offset by decreases in electric operating revenues and other
income. Net income decreased for the six months ended June 30, 1998
primarily due to decreases in electric operating revenues and other
income, partially offset by decreases in operating expenses and interest
expense.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues for the three and six
months ended June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($3.8) ($2.2)
Rate riders (20.4) (47.5)
Fuel cost recovery (0.7) (7.5)
Sales volume/weather 24.1 22.5
Other revenue (including unbilled) 1.8 17.5
Sales for resale (33.3) (60.0)
------ ------
Total ($32.3) ($77.2)
====== ======
Electric operating revenues decreased for the three and six months
ended June 30, 1998 primarily as a result of a decrease in rate rider
revenue and sales for resale, partially offset by an increase in sales
volume and, for the six months ended June 30, 1998, an increase in other
revenue (primarily unbilled revenue). Rate rider revenue, which does not
affect net income, decreased due to the decline in Grand Gulf 1 cost
recovery rate rider revenues reflecting scheduled reductions in the phase-
in plan. Sales for resale decreased due to a decrease in sales to
associated companies. This decrease was a result of reduced generation
due to outages at both ANO1 and ANO2 and restricted generation at the
Independence and White Bluff coal plants due to disruption in coal
deliveries. Sales volume increased due to significantly warmer weather in
the second quarter of 1998. Unbilled revenue increased for the six
months ended June 30, 1998 primarily as a result of increased sales
volume.
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Expenses
Operating expenses decreased for the three and six months ended June
30, 1998 primarily due to decreases in fuel expenses and the amortization
of Grand Gulf 1 rate deferrals and an increase in other regulatory
credits, partially offset by slight increases in various other operating
expenses. Fuel expenses decreased primarily due to a reduction in
generation due to the outages and disrupted coal deliveries discussed
above. The decrease in the amortization of Grand Gulf 1 rate deferrals
is due to a decrease in amortization prescribed in the Grand Gulf 1 rate
phase-in plan and the Stipulation and Settlement Agreement with the APSC.
See Note 2 for further discussion. The increase in other regulatory
credits is a result of the increase in the net under-recovery of Grand
Gulf 1 related costs.
Other
Miscellaneous other income - net decreased for the three and six
months ended June 30, 1998 primarily due to reduced Grand Gulf 1 carrying
charges as a result of a decline in the deferral balance, which does not
impact net income.
Interest charges decreased for the three and six months ended June
30, 1998 primarily due to the retirement of certain long-term debt in
1998.
The effective income tax rate of 38.3% for the three months ended
June 30, 1998 remained relatively unchanged from the rate of 38.8% for
the three months ended June 30, 1997. For the six months ended June 30,
1998 and 1997 the effective income tax rates were 38.9% and 35.3%,
respectively. The increase in 1998 is primarily due to the increased
reversal of previously recorded AFUDC amounts included in depreciation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $391,357 $423,619 $721,146 $798,350
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 29,142 62,754 75,365 129,347
Purchased power 114,997 109,120 210,312 203,854
Nuclear refueling outage expenses 7,728 5,367 15,819 12,266
Other operation and maintenance 90,497 86,085 176,296 171,801
Depreciation, amortization, and decommissioning 44,773 41,335 90,033 82,784
Taxes other than income taxes 9,840 9,101 20,200 18,529
Other regulatory credits (11,524) (9,485) (22,105) (8,749)
Amortization of rate deferrals 22,067 38,469 44,135 76,754
-------- -------- -------- --------
Total 307,520 342,746 610,055 686,586
-------- -------- -------- --------
Operating Income 83,837 80,873 111,091 111,764
-------- -------- -------- --------
Other Income:
Allowance for equity funds used
during construction 1,628 1,445 2,332 2,888
Miscellaneous - net 1,678 5,090 8,548 10,414
-------- -------- -------- --------
Total 3,306 6,535 10,880 13,302
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 21,657 23,777 45,121 48,227
Other interest - net 584 971 1,360 1,900
Distributions on preferred securities of subsidiary 1,295 1,275 2,550 2,550
Allowance for borrowed funds used
during construction (1,164) (869) (1,651) (1,737)
-------- -------- -------- --------
Total 22,372 25,154 47,380 50,940
-------- -------- -------- --------
Income Before Income Taxes 64,771 62,254 74,591 74,126
Income Taxes 24,804 24,169 29,001 26,193
-------- -------- -------- --------
Net Income 39,967 38,085 45,590 47,933
Preferred Stock Dividend Requirements
and Other 2,593 2,798 5,219 5,630
-------- -------- -------- --------
Earnings Applicable to Common Stock $37,374 $35,287 $40,371 $42,303
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $45,590 $47,933
Noncash items included in net income:
Amortization of rate deferrals 44,135 76,754
Other regulatory credits (22,105) (8,749)
Depreciation, amortization, and decommissioning 90,033 82,784
Deferred income taxes and investment tax credits 2,886 (30,693)
Allowance for equity funds used during construction (2,332) (2,888)
Changes in working capital:
Receivables (34,717) 29,939
Fuel inventory (4,464) 29,293
Accounts payable 69,394 (22,365)
Taxes accrued 9,713 11,613
Interest accrued (4,013) 622
Deferred fuel costs (43,643) 6,044
Other working capital accounts (13,017) (39,775)
Decommissioning trust contributions and realized
change in trust assets (12,679) (12,283)
Provision for estimated losses and reserves (3,075) 5,383
Other (26,449) 4,051
-------- ---------
Net cash flow provided by operating activities 95,257 177,663
-------- ---------
Investing Activities:
Construction expenditures (81,803) (61,664)
Allowance for equity funds used during construction 2,332 2,888
Nuclear fuel purchases (6,997) (36,532)
Proceeds from sale/leaseback of nuclear fuel 6,997 36,553
-------- ---------
Net cash flow used in investing activities (79,471) (58,755)
-------- ---------
Financing Activities:
Proceeds from the issuance of first mortgage bonds - 84,064
Retirement of:
First mortgage bonds (105,774) (117,587)
Other long term debt (45,500) -
Redemption of preferred stock (4,000) -
Dividends paid:
Common stock (7,500) (31,400)
Preferred stock (5,318) (5,729)
-------- ---------
Net cash flow used in financing activities (168,092) (70,652)
-------- ---------
Net increase (decrease) in cash and cash equivalents (152,306) 48,256
Cash and cash equivalents at beginning of period 203,391 43,857
-------- ---------
Cash and cash equivalents at end of period $51,085 $92,113
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $48,855 $41,995
Income taxes $16,747 $40,864
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $15,048 $5,817
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $4,394 $6,076
Temporary cash investments - at cost,
which approximates market:
Associated companies 12,813 41,389
Other 33,878 110,877
Special deposits - 45,049
---------- ----------
Total cash and cash equivalents 51,085 203,391
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.8 million in 1998 and 1997) 82,406 71,910
Associated companies 60,964 46,166
Other 7,235 10,282
Accrued unbilled revenues 102,086 89,616
Deferred fuel costs 27,399 -
Fuel inventory - at average cost 32,633 28,169
Materials and supplies - at average cost 84,861 79,692
Rate deferrals 31,114 75,249
Deferred nuclear refueling outage costs 32,107 24,335
Prepayments and other 13,675 8,647
---------- ----------
Total 525,565 637,457
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 11,213 11,213
Decommissioning trust fund 278,300 250,573
Other - at cost (less accumulated depreciation) 4,980 4,939
---------- ----------
Total 294,493 266,725
---------- ----------
Utility Plant:
Electric 4,667,501 4,650,065
Property under capital leases 52,513 53,843
Construction work in progress 190,969 123,087
Nuclear fuel under capital lease 81,450 92,621
Nuclear fuel 32,607 -
---------- ----------
Total 5,025,040 4,919,616
Less - accumulated depreciation and amortization 2,207,859 2,116,826
---------- ----------
Utility plant - net 2,817,181 2,802,790
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 251,789 252,712
Unamortized loss on reacquired debt 53,665 53,780
Other regulatory assets 95,295 79,461
Other 21,130 13,952
---------- ----------
Total 421,879 399,905
---------- ----------
TOTAL $4,059,118 $4,106,877
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $850 $60,650
Notes payable 667 667
Accounts payable:
Associated companies 106,866 59,438
Other 98,371 76,405
Customer deposits 25,420 23,437
Taxes accrued 87,040 77,327
Accumulated deferred income taxes 24,802 32,239
Interest accrued 24,813 28,826
Co-owner advances 17,710 7,666
Deferred fuel costs - 16,244
Obligations under capital leases 47,751 62,623
Other 14,621 21,696
---------- ----------
Total 448,911 467,218
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 771,997 759,489
Accumulated deferred investment tax credits 101,333 103,899
Obligations under capital leases 86,212 83,841
Other 175,490 169,884
---------- ----------
Total 1,135,032 1,117,113
---------- ----------
Long-term debt 1,168,618 1,244,860
Preferred stock with sinking fund 31,027 31,027
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 60,000 60,000
Shareholders' Equity:
Preferred stock without sinking fund 112,350 116,350
Common stock, $0.01 par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares 470 470
Additional paid-in capital 590,134 590,134
Retained earnings 512,576 479,705
---------- ----------
Total 1,215,530 1,186,659
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,059,118 $4,106,877
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Operating Revenues:
Residential $ 118.3 $ 105.2 $ 13.1 12
Commercial 68.9 75.9 (7.0) (9)
Industrial 78.4 84.2 (5.8) (7)
Governmental 3.6 4.6 (1.0) (22)
----------------------------
Total retail 269.2 269.9 (0.7) -
Sales for resale:
Associated companies 25.4 61.6 (36.2) (59)
Non-associated companies 53.9 51.0 2.9 6
Other 42.8 41.1 1.7 4
----------------------------
Total $ 391.3 $ 423.6 ($32.3) (8)
============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 1,357 1,091 266 24
Commercial 1,116 972 144 15
Industrial 1,642 1,541 101 7
Governmental 56 57 (1) (2)
----------------------------
Total retail 4,171 3,661 510 14
Sales for resale:
Associated companies 863 2,906 (2,043) (70)
Non-associated companies 1,236 1,515 (279) (18)
----------------------------
Total 6,270 8,082 (1,812) (22)
============================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 239.2 $ 236.6 $ 2.6 1
Commercial 128.3 148.5 (20.2) (14)
Industrial 150.8 165.8 (15.0) (9)
Governmental 6.9 8.9 (2.0) (22)
----------------------------
Total retail 525.2 559.8 (34.6) (6)
Sales for resale:
Associated companies 59.6 122.4 (62.8) (51)
Non-associated companies 98.0 95.2 2.8 3
Other 38.4 21.0 17.4 83
----------------------------
Total $ 721.2 $ 798.4 ($77.2) (10)
============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 2,861 2,609 252 10
Commercial 2,119 1,980 139 7
Industrial 3,208 3,111 97 3
Governmental 111 117 (6) (5)
----------------------------
Total retail 8,299 7,817 482 6
Sales for resale:
Associated companies 2,500 5,880 (3,380) (57)
Non-associated companies 2,409 3,011 (602) (20)
----------------------------
Total 13,208 16,708 (3,500) (21)
============================
</TABLE>
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income (loss) decreased for the three and six months ended June
30, 1998 primarily due to a decrease in operating revenues caused by
additional reserves recorded for anticipated rate actions for Texas
retail customers which totaled $54.8 million and $60.3 million net of
tax, respectively. The decrease was partially offset by lower income
taxes and decreases in operating expenses and interest charges.
Excluding the effects of the additional reserves, net income for the
three and six months ended June 30, 1998 would have increased
approximately $22.5 million and $10.2 million, respectively. See Note 2
for a discussion of the additional reserves recorded for anticipated rate
actions for Texas retail customers.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues for the three and six
months ended June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($114.6) ($124.8)
Fuel cost recovery 1.9 0.3
Sales volume/weather 26.1 26.1
Other revenue (including unbilled) 13.9 0.9
Sales for resale 20.4 29.0
------ ------
Total ($52.3) ($68.5)
====== ======
Electric operating revenues decreased for the three and six months
ended June 30, 1998 primarily due to a decrease in base revenues,
partially offset by higher sales volume and increases in sales for resale
and an increase in the second quarter of 1998 in other revenue (primarily
unbilled revenue). Base revenues decreased primarily due to reserves
recorded during the three and six months ended June 30, 1998 for
anticipated rate actions for Texas retail customers, aggressive pricing
strategies for targeted customer segments, and a base rate reduction in
Louisiana that became effective in March 1998. Sales volume increased
due to significantly warmer weather in the second quarter of 1998. Sales
for resale increased due to an increase in sales to non-associated
utilities and additional revenues related to the sale of energy from the
30% interest in River Bend transferred by the Cajun bankruptcy trustee to
Entergy Gulf States in December 1997. Unbilled revenues increased for
the three months ended June 30, 1998 primarily as a result of increased
sales volume, partially offset by decreased pricing caused by the rate
reduction.
Gas operating revenues decreased for the six months ended June 30,
1998 due to a lower unit price for gas purchased for resale. Steam
operating revenues decreased for the six months ended June 30, 1998
primarily due to changes in the customer contract, which took effect in
August 1997.
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Expenses
Operating expenses decreased for the three and six months ended June
30, 1998 primarily due to a decrease in the amortization of rate
deferrals, partially offset by increased other operation and maintenance
expenses and a net increase in fuel and purchased power expenses. The
amortization of rate deferrals decreased due to the expiration of the
Louisiana retail phase-in plan for River Bend in February 1998. Other
operation and maintenance expenses increased as a result of the inclusion
of expenses related to the 30% interest in River Bend transferred by the
Cajun bankruptcy trustee to Entergy Gulf States in December 1997.
Entergy Gulf States now includes 100% of River Bend's operation and
maintenance expenses in its operating expenses, as compared to 70% of
such expenses for the three and six months ended June 30, 1997. The net
increase in fuel and purchased power expenses is primarily due to an
increase in generation, partially offset by the impact of the under-
recovered deferred fuel costs in excess of the fixed fuel factor applied
in Entergy Gulf States' Texas retail jurisdiction.
Other
Interest charges decreased for the three and six months ended June
30, 1998 primarily due to the retirement of certain long-term debt in
1997 and 1998.
For the three months ended June 30, 1998 and 1997, the effective
income tax rates were 16.1% and 26.7%, respectively. The effective
income tax rates for the six months ended June 30, 1998 and 1997 were
55.7% and 33.3%, respectively. The changes in the effective income tax
rates in 1998 are primarily due to a decrease in the flow-through of tax
benefits related to operating reserves and the increased reversal of
previously recorded AFUDC amounts included in depreciation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
STATEMENTS OF INCOME (LOSS)
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $405,475 $457,739 $837,339 $905,877
Natural gas 6,055 5,810 23,300 27,911
Steam products 12,125 12,872 20,525 23,961
-------- -------- -------- --------
Total 423,655 476,421 881,164 957,749
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 128,968 138,692 247,254 259,084
Purchased power 80,972 66,428 159,632 145,769
Nuclear refueling outage expenses 3,675 2,573 8,224 5,218
Other operation and maintenance 98,161 92,182 196,700 175,444
Depreciation, amortization, and decommissioning 52,740 53,833 107,037 106,801
Taxes other than income taxes 28,057 26,803 58,968 56,010
Other regulatory credits (2,715) (6,083) (9,051) (11,948)
Amortization of rate deferrals 2,268 26,350 17,210 52,714
-------- -------- -------- --------
Total 392,126 400,778 785,974 789,092
-------- -------- -------- --------
Operating Income 31,529 75,643 95,190 168,657
-------- -------- -------- --------
Other Income:
Allowance for equity funds used
during construction 688 726 1,300 1,451
Miscellaneous - net 2,538 4,488 6,498 8,589
-------- -------- -------- --------
Total 3,226 5,214 7,798 10,040
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 38,717 41,755 77,088 83,741
Other interest - net 971 978 1,715 3,716
Distributions on preferred securities of subsidiary 1,859 1,860 3,719 3,182
Allowance for borrowed funds used
during construction (547) (620) (1,014) (1,239)
-------- -------- -------- --------
Total 41,000 43,973 81,508 89,400
-------- -------- -------- --------
Income (Loss) Before Income Taxes (6,245) 36,884 21,480 89,297
Income Taxes (Benefit) (1,004) 9,856 11,965 29,734
-------- -------- -------- --------
Net Income (Loss) (5,241) 27,028 9,515 59,563
Preferred and Preference Stock
Dividend Requirements and Other 4,774 4,995 9,588 13,938
-------- -------- -------- --------
Earnings (Loss) Applicable to Common Stock ($10,015) $22,033 ($73) $45,625
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
Six Months Ended
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $9,515 $59,563
Noncash items included in net income:
Amortization of rate deferrals 17,210 52,714
Other regulatory credits (9,051) (11,948)
Depreciation, amortization, and decommissioning 107,037 106,801
Deferred income taxes and investment tax credits (29,286) (1,887)
Allowance for equity funds used during construction (1,300) (1,451)
Changes in working capital:
Receivables (14,082) (35,261)
Fuel inventory 2,909 3,889
Accounts payable (10,274) 17,673
Taxes accrued 28,932 26,282
Interest accrued (209) (1,218)
Deferred fuel costs (23,103) (205)
Other working capital accounts (7,269) 12,274
Decommissioning trust contributions and realized
change in trust assets (7,466) (4,277)
Provision for estimated losses and reserves (3,443) (17,021)
Reserve for rate refund 101,255 -
Other 280 7,585
-------- --------
Net cash flow provided by operating activities 161,655 213,513
-------- --------
Investing Activities:
Construction expenditures (52,288) (59,558)
Allowance for equity funds used during construction 1,300 1,451
Nuclear fuel purchases (200) -
Proceeds from sale/leaseback of nuclear fuel 193 -
-------- --------
Net cash flow used in investing activities (50,995) (58,107)
-------- --------
Financing Activities:
Proceeds from the issuance of :
Long-term debt 21,600 -
Preferred securities of subsidiary trust - 82,323
Retirement of:
First mortgage bonds (25,000) (46,917)
Other long-term debt (25) (425)
Redemption of preferred and preference stock (2,250) (89,367)
Dividends paid:
Common stock (80,315) -
Preferred and preference stock (9,588) (11,936)
-------- --------
Net cash flow used in financing activities (95,578) (66,322)
-------- --------
Net increase in cash and cash equivalents 15,082 89,084
Cash and cash equivalents at beginning of period 165,164 122,406
-------- --------
Cash and cash equivalents at end of period $180,246 $211,490
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $74,414 $83,269
Income taxes $22,532 $1,158
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $3,154 $859
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $7,565 $10,549
Temporary cash investments - at cost,
which approximates market:
Associated companies 36,378 37,389
Other 114,703 117,226
Special deposits 21,600 -
---------- ----------
Total cash and cash equivalents 180,246 165,164
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.8 million in 1998 and 1997) 100,119 99,762
Associated companies 10,253 9,024
Other 26,902 32,837
Accrued unbilled revenues 93,256 74,825
Deferred fuel costs 168,860 145,757
Accumulated deferred income taxes 28,757 22,093
Fuel inventory - at average cost 34,718 37,627
Materials and supplies - at average cost 110,370 104,690
Rate deferrals 9,077 21,749
Prepayments and other 28,646 21,680
---------- ----------
Total 791,204 735,208
---------- ----------
Other Property and Investments:
Decommissioning trust fund 198,082 187,462
Other - at cost (less accumulated depreciation) 175,789 176,953
---------- ----------
Total 373,871 364,415
---------- ----------
Utility Plant:
Electric 7,197,023 7,168,668
Natural gas 50,554 47,656
Steam products 82,751 82,289
Property under capital leases 65,106 67,946
Construction work in progress 106,071 90,333
Nuclear fuel under capital lease 43,683 54,390
Nuclear fuel 18,300 23,051
---------- ----------
Total 7,563,488 7,534,333
Less - accumulated depreciation and amortization 3,091,721 2,996,147
---------- ----------
Utility plant - net 4,471,767 4,538,186
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 93,872 98,410
SFAS 109 regulatory asset - net 377,434 376,275
Unamortized loss on reacquired debt 45,559 48,417
Other regulatory assets 83,361 86,819
Long-term receivables 35,693 36,984
Other 215,357 203,923
---------- ----------
Total 851,276 850,828
---------- ----------
TOTAL $6,488,118 $6,488,637
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $212,065 $190,890
Accounts payable:
Associated companies 54,216 48,726
Other 93,680 109,444
Customer deposits 31,456 30,311
Taxes accrued 77,250 48,318
Interest accrued 44,945 45,154
Nuclear refueling reserve 11,096 3,386
Obligations under capital leases 34,648 30,280
Other 14,168 17,646
---------- ----------
Total 573,524 524,155
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 1,114,298 1,124,644
Accumulated deferred investment tax credits 204,983 215,438
Obligations under capital leases 74,141 92,055
Other 1,019,191 923,409
---------- ----------
Total 2,412,613 2,355,546
---------- ----------
Long-term debt 1,678,229 1,702,719
Preferred stock with sinking fund 66,728 68,978
Preference stock 150,000 150,000
Company - obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 85,000 85,000
Shareholders' Equity:
Preferred stock without sinking fund 51,444 51,444
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares 114,055 114,055
Additional paid-in capital 1,152,575 1,152,575
Retained earnings 203,950 284,165
---------- ----------
Total 1,522,024 1,602,239
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $6,488,118 $6,488,637
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Operating Revenues:
Residential $ 139.5 $ 133.5 $ 6.0 4
Commercial 103.2 107.0 (3.8) (4)
Industrial 174.6 176.9 (2.3) (1)
Governmental 10.7 8.5 2.2 26
-------------------------------
Total retail 428.0 425.9 2.1 -
Sales for resale:
Associated companies 8.2 4.3 3.9 91
Non-associated companies 27.3 10.8 16.5 153
Other (1) (58.1) 16.7 (74.8) (448)
-------------------------------
Total $ 405.4 $ 457.7 ($ 52.3) (11)
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 1,948 1,644 304 18
Commercial 1,647 1,530 117 8
Industrial 4,614 4,555 59 1
Governmental 166 114 52 46
-------------------------------
Total retail 8,375 7,843 532 7
Sales for resale:
Associated companies 205 152 53 35
Non-associated companies 946 489 457 93
-------------------------------
Total 9,526 8,484 1,042 12
===============================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 267.8 $ 267.1 $ 0.7 -
Commercial 203.5 212.3 (8.8) (4)
Industrial 350.2 354.9 (4.7) (1)
Governmental 21.3 16.5 4.8 29
-------------------------------
Total retail 842.8 850.8 (8.0) (1)
Sales for resale:
Associated companies 10.0 5.5 4.5 82
Non-associated companies 48.8 24.3 24.5 101
Other (1) (64.3) 25.2 (89.5) (355)
-------------------------------
Total $ 837.3 $ 905.8 ($ 68.5) (8)
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 3,668 3,437 231 7
Commercial 3,088 3,018 70 2
Industrial 8,962 8,720 242 3
Governmental 320 228 92 40
-------------------------------
Total retail 16,038 15,403 635 4
Sales for resale:
Associated companies 262 199 63 32
Non-associated companies 1,447 1,152 295 26
-------------------------------
Total 17,747 16,754 993 6
===============================
(1) Includes the effect of the provision for rate refunds.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended June 30, 1998
primarily due to an increase in electric operating revenues and a
decrease in operating expenses, partially offset by higher income taxes.
Net income increased for the six months ended June 30, 1998 primarily due
to a decrease in operating expenses, partially offset by higher income
taxes and a decrease in electric operating revenues.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues for the three and six
months ended June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($10.4) ($18.9)
Fuel cost recovery (21.2) (67.3)
Sales volume/weather 18.0 1.9
Other revenue (including unbilled) 14.1 7.0
Sales for resale 11.4 11.2
----- ------
Total $11.9 ($66.1)
===== ======
Electric operating revenues increased for the three months ended
June 30, 1998 primarily due to increases in sales volume, other revenue
(primarily unbilled revenue), and sales for resale, partially offset by
lower fuel cost recovery revenues, which do not affect net income, and a
decrease in base revenues. Electric operating revenues decreased for the
six months ended June 30, 1998, primarily due to decreases in fuel cost
recovery revenues and base revenues, partially offset by an increase in
sales for resale. Sales volume increased due to significantly warmer
weather in the second quarter of 1998. This increase in sales volume was
partially offset by the loss of a large industrial customer as well as
substantially lower sales to another large industrial customer due to
cogeneration. The increase in unbilled revenue is primarily a result of
increased sales volume. Sales for resale increased as a result of an
increase in sales to associated companies primarily due to changes in
generation requirements and availability among the domestic utility
companies. Fuel cost recovery revenues decreased due to lower pricing
resulting from a change in generation mix. Base revenues decreased due
to a base rate reduction that became effective in the third quarter of
1997.
<PAGE>
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Expenses
Operating expenses decreased for the three months ended June 30,
1998 primarily due to a decrease in purchased power expenses and other
operation and maintenance expenses, partially offset by increases in
fuel expenses and nuclear refueling outage expenses. Operating expenses
decreased for the six months ended June 30, 1998 primarily due to
decreases in fuel expenses, purchased power expenses, and other
operation and maintenance expenses, partially offset by an increase in
nuclear refueling outage expenses. Purchased power expenses decreased
due to shifting generation requirements in 1997 as a result of the
extended refueling outage at the Waterford 3 nuclear plant. Fuel
expenses increased for the three months ended June 30, 1998 as a result
of increased generation. The 1997 extended refueling outage at
Waterford 3, which resulted in reduced generation, also contributed to
this increase. Fuel expenses decreased for the six months ended June
30,1998 due to a shift in mix to nuclear fuel. Other operation and
maintenance expenses decreased due to non-refueling outage related
contract work and maintenance performed at Waterford 3 in 1997. Nuclear
refueling outage expenses increased due to increased outage expenses and
a shortened amortization period resulting from the extended refueling
outage at Waterford 3 in 1997.
Other
For the three and six months ended June 30, 1998 and 1997 the
effective income tax rates were relatively unchanged. The effective
income tax rates for the three months ended June 30, 1998 and 1997 were
40.8% and 41.1%, respectively. The effective income tax rates for the
six months ended June 30, 1998 and 1997 were 42.3% and 41.0%,
respectively.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $424,115 $412,263 $780,153 $846,246
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 71,007 61,063 145,709 173,979
Purchased power 101,359 114,557 189,355 210,753
Nuclear refueling outage expenses 5,435 1,324 10,870 5,299
Other operation and maintenance 72,486 82,301 143,510 156,386
Depreciation, amortization, and decommissioning 43,152 41,095 87,230 85,466
Taxes other than income taxes 17,013 17,581 35,471 35,820
Other regulatory charges (credits) (877) 3,521 (1,754) 7,016
Amortization of rate deferrals - 2,910 - 5,736
-------- -------- -------- --------
Total 309,575 324,352 610,391 680,455
-------- -------- -------- --------
Operating Income 114,540 87,911 169,762 165,791
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 459 219 820 437
Miscellaneous - net 229 (276) 2,369 (917)
-------- -------- -------- --------
Total 688 (57) 3,189 (480)
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 28,848 30,007 57,610 60,090
Other interest - net 1,511 1,276 3,017 3,211
Distributions on preferred securities of subsidiary 1,575 1,575 3,150 3,150
Allowance for borrowed funds used
during construction (417) (378) (750) (756)
-------- -------- -------- --------
Total 31,517 32,480 63,027 65,695
-------- -------- -------- --------
Income Before Income Taxes 83,711 55,374 109,924 99,616
Income Taxes 34,165 22,767 46,461 40,837
-------- -------- -------- --------
Net Income 49,546 32,607 63,463 58,779
Preferred Stock Dividend Requirements
and Other 3,254 3,254 6,507 6,846
-------- -------- -------- --------
Earnings Applicable to Common Stock $46,292 $29,353 $56,956 $51,933
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
STATEMENTS OF CASH FLOWS
For the Six Months ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $63,463 $58,779
Noncash items included in net income:
Amortization of rate deferrals - 5,736
Other regulatory charges (credits) (1,754) 7,016
Depreciation, amortization, and decommissioning 87,230 85,466
Deferred income taxes and investment tax credits 1,866 1,343
Allowance for equity funds used during construction (820) (437)
Changes in working capital:
Receivables (22,000) (11,709)
Accounts payable (8,329) (11,107)
Taxes accrued 39,706 12,737
Interest accrued (1,037) (10,083)
Deferred fuel costs (5,491) -
Other working capital accounts (221) (21,691)
Other deferred credits (22,396) 4,188
Decommissioning trust contributions and realized
change in trust assets (6,000) (8,101)
Provision for estimated losses and reserves 2,961 3,951
Other 1,510 (844)
-------- --------
Net cash flow provided by operating activities 128,688 115,244
-------- --------
Investing Activities:
Construction expenditures (42,204) (36,173)
Allowance for equity funds used during construction 820 437
Nuclear fuel purchases - (42,920)
Proceeds from sale/leaseback of nuclear fuel - 42,920
-------- --------
Net cash flow used in investing activities (41,384) (35,736)
-------- --------
Financing Activities:
Proceeds from the issuance of first mortgage bonds 112,556 -
Retirement of:
First mortgage bonds (150,561) (16,000)
Other long-term debt (115) (194)
Redemption of preferred stock - (7,500)
Changes in short-term borrowings - net - 13,049
Dividends paid:
Common stock (24,300) (51,500)
Preferred stock (6,507) (6,744)
-------- --------
Net cash flow used in financing activities (68,927) (68,889)
-------- --------
Net increase in cash and cash equivalents 18,377 10,619
Cash and cash equivalents at beginning of period 49,749 23,746
-------- --------
Cash and cash equivalents at end of period $68,126 $34,365
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $60,913 $68,469
Income taxes $25,657 $17,805
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $2,991 $633
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $7,221 $5,148
Temporary cash investments - at cost,
which approximates market 60,905 44,601
---------- ----------
Total cash and cash equivalents 68,126 49,749
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.2 million in 1998 and 1997) 73,624 69,566
Associated companies 17,775 15,035
Other 8,504 7,441
Accrued unbilled revenues 76,013 61,874
Deferred fuel costs 2,223 -
Accumulated deferred income taxes 11,472 10,994
Materials and supplies - at average cost 83,372 82,850
Deferred nuclear refueling outage costs 16,306 27,176
Prepayments and other 18,301 10,793
---------- ----------
Total 375,716 335,478
---------- ----------
Other Property and Investments:
Nonutility property 22,525 22,525
Decommissioning trust fund 74,095 65,104
Investment in subsidiary companies - at equity 14,230 14,230
---------- ----------
Total 110,850 101,859
---------- ----------
Utility Plant:
Electric 5,073,099 5,058,130
Property under capital leases 233,513 233,513
Construction work in progress 70,441 52,632
Nuclear fuel under capital lease 39,872 57,811
Nuclear fuel 1,560 1,560
---------- ----------
Total 5,418,485 5,403,646
Less - accumulated depreciation and amortization 2,096,117 2,021,392
---------- ----------
Utility plant - net 3,322,368 3,382,254
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 269,047 278,234
Unamortized loss on reacquired debt 32,707 33,468
Other regulatory assets 29,009 29,991
Other 15,590 14,116
---------- ----------
Total 346,353 355,809
---------- ----------
TOTAL $4,155,287 $4,175,400
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $198 $35,300
Accounts payable:
Associated companies 46,445 43,508
Other 84,620 95,886
Customer deposits 55,654 55,331
Taxes accrued 64,949 25,243
Interest accrued 33,534 34,571
Dividends declared 3,253 3,253
Deferred fuel costs - 3,268
Obligations under capital leases 16,932 29,232
Other 5,194 8,578
---------- ----------
Total 310,779 334,170
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 810,300 813,748
Accumulated deferred investment tax credits 131,482 134,276
Obligations under capital leases 22,940 28,579
Deferred interest - Waterford 3 lease obligation 19,408 17,799
Other 100,084 119,519
---------- ----------
Total 1,084,214 1,113,921
---------- ----------
Long-term debt 1,338,793 1,338,464
Preferred stock with sinking fund 85,000 85,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 70,000 70,000
Shareholders' Equity:
Preferred stock without sinking fund 100,500 100,500
Common stock, no par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares 1,088,900 1,088,900
Capital stock expense and other (2,321) (2,321)
Retained earnings 79,422 46,766
---------- ----------
Total 1,266,501 1,233,845
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,155,287 $4,175,400
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Operating Revenues:
Residential $ 126.9 $ 119.5 $ 7.4 6
Commercial 83.7 85.1 (1.4) (2)
Industrial 136.4 169.7 (33.3) (20)
Governmental 7.4 8.1 (0.7) (9)
-----------------------------
Total retail 354.4 382.4 (28.0) (7)
Sales for resale:
Associated companies 9.3 0.5 8.8 1760
Non-associated companies 15.8 13.2 2.6 20
Other (1) 44.6 16.1 28.5 177
-----------------------------
Total $ 424.1 $ 412.2 $ 11.9 3
=============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 1,906 1,581 325 21
Commercial 1,275 1,127 148 13
Industrial 3,675 4,268 (593) (14)
Governmental 114 110 4 4
-----------------------------
Total retail 6,970 7,086 (116) (2)
Sales for resale:
Associated companies 207 19 188 989
Non-associated companies 259 220 39 18
-----------------------------
Total 7,436 7,325 111 2
=============================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 241.0 $ 252.8 ($ 11.8) (5)
Commercial 162.4 174.6 (12.2) (7)
Industrial 286.0 357.8 (71.8) (20)
Governmental 15.8 17.1 (1.3) (8)
-----------------------------
Total retail 705.2 802.3 (97.1) (12)
Sales for resale:
Associated companies 10.2 0.8 9.4 1175
Non-associated companies 26.9 25.1 1.8 7
Other (1) 37.8 18.0 19.8 110
-----------------------------
Total $ 780.1 $ 846.2 ($66.1) (8)
=============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 3,562 3,304 258 8
Commercial 2,364 2,230 134 6
Industrial 7,315 8,593 (1,278) (15)
Governmental 238 229 9 4
-----------------------------
Total retail 13,479 14,356 (877) (6)
Sales for resale:
Associated companies 235 26 209 804
Non-associated companies 412 360 52 14
-----------------------------
Total 14,126 14,742 (616) (4)
=============================
(1) Includes the effect of the provision for rate refunds.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three and six months ended June 30,
1998 primarily as a result of an increase in electric operating revenues,
partially offset by an increase in operating expenses and higher income
taxes.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues for the three and six
months ended June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($3.3) ($5.5)
Grand Gulf rate rider 9.6 11.0
Fuel cost recovery 10.1 5.9
Sales volume/weather 9.1 10.3
Other revenue (including unbilled) 13.6 16.8
Sales for resale 16.9 22.2
----- -----
Total $56.0 $60.7
===== =====
Electric operating revenues increased for the three and six months
ended June 30, 1998 primarily due to increases in sales for resale, other
revenue (primarily unbilled revenue), fuel cost recovery revenues, Grand
Gulf rate rider revenue, and higher sales volume. Sales for resale
increased as a result of an increase in sales to associated companies
primarily due to changes in generation requirements and availability
among the domestic utility companies. The increase in unbilled revenue
is primarily a result of increased sales volume and, for the six months
ended June 30, 1998, the prior year's unfavorable price variance in fuel
revenues that is not occurring in the current year due to the fixed fuel
factor. Fuel cost recovery revenues, which do not affect net income,
increased due to an MPSC order, effective May 1, 1997, that changed fuel
recovery pricing to a fixed fuel factor, subject to annual review. The
increases in the Grand Gulf rate rider revenue, which does not affect net
income, and in sales volume are primarily due to significantly warmer
weather in the second quarter of 1998.
Expenses
Operating expenses increased for the three and six months ended June
30, 1998 primarily due to an increase in fuel expenses and a decrease in
other regulatory credits, partially offset by decreases in purchased
power expenses and other operation and maintenance expenses. The
increase in fuel expenses is due to increased generation requirements
and, for the six months ended June 30, 1998, the shift from higher priced
purchased power to lower priced fossil fuel. The decrease in other
regulatory credits is a result of the reduction in the under-recovery of
Grand Gulf 1 related costs. Other operation and maintenance expenses
decreased primarily as a result of higher contract work in the six months
ended June 30, 1997 as compared to the same period in 1998.
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other
The effective income tax rate of 35.9% for the three months ended
June 30, 1998 remained relatively unchanged from the rate of 34.7% for
the three months ended June 30, 1997. For the six months ended June 30,
1998 and 1997 the effective income tax rates were 34.1% and 31.7%,
respectively. The increase in 1998 is primarily due to the impact of
excess deferred taxes on rate deferrals and the amortization of
investment tax credits.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $268,908 $212,892 $473,925 $413,220
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 59,089 26,526 110,401 66,549
Purchased power 72,032 76,215 138,626 146,574
Other operation and maintenance 32,407 33,457 60,230 63,477
Depreciation and amortization 11,079 10,682 22,394 21,381
Taxes other than income taxes 11,043 11,077 22,198 21,413
Other regulatory credits (7,451) (21,172) (22,029) (40,686)
Amortization of rate deferrals 34,989 35,712 69,979 71,423
-------- -------- -------- --------
Total 213,188 172,497 401,799 350,131
-------- -------- -------- --------
Operating Income 55,720 40,395 72,126 63,089
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction (20) 286 - 572
Miscellaneous - net 1,004 563 2,031 251
-------- -------- -------- --------
Total 984 849 2,031 823
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 9,885 10,790 19,461 21,413
Other interest - net 865 987 2,160 2,323
Allowance for borrowed funds used
during construction (93) (231) (133) (462)
-------- -------- -------- --------
Total 10,657 11,546 21,488 23,274
-------- -------- -------- --------
Income Before Income Taxes 46,047 29,698 52,669 40,638
Income Taxes 16,535 10,299 17,963 12,887
-------- -------- -------- --------
Net Income 29,512 19,399 34,706 27,751
Preferred Stock Dividend Requirements
and Other 841 1,014 1,684 2,129
-------- -------- -------- --------
Earnings Applicable to Common Stock $28,671 $18,385 $33,022 $25,622
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $34,706 $27,751
Noncash items included in net income:
Amortization of rate deferrals 69,979 71,423
Other regulatory credits (22,029) (40,686)
Depreciation and amortization 22,394 21,381
Deferred income taxes and investment tax credits (15,721) (13,203)
Allowance for equity funds used during construction - (572)
Changes in working capital:
Receivables (29,624) 6,893
Fuel inventory (532) 2,112
Accounts payable 15,398 (2,733)
Taxes accrued 20,395 18,235
Interest accrued (244) (2,204)
Other working capital accounts (15,021) (2,896)
Other (6,355) 2,122
------- -------
Net cash flow provided by operating activities 73,346 87,623
------- -------
Investing Activities:
Construction expenditures (18,641) (25,426)
Allowance for equity funds used during construction - 572
------- -------
Net cash flow used in investing activities (18,641) (24,854)
------- -------
Financing Activities:
Proceeds from the issuance of general and refunding
mortgage bonds 78,703 64,827
Retirement of:
General and refunding mortgage bonds (80,000) -
Other long-term debt (20) (15)
Redemption of preferred stock - (7,000)
Changes in short-term borrowings - net (35,521) (50,253)
Dividends paid:
Common stock (16,900) (19,600)
Preferred stock (1,685) (2,142)
------- -------
Net cash flow used in financing activities (55,423) (14,183)
------- -------
Net increase (decrease) in cash and cash equivalents (718) 48,586
Cash and cash equivalents at beginning of period 6,816 9,498
------- -------
Cash and cash equivalents at end of period $6,098 $58,084
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $21,100 $24,864
Income taxes (refund) $1,054 ($7,039)
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $6,098 $6,816
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1 million in 1998 and 1997) 47,255 36,636
Associated companies 7,589 6,842
Other 1,674 4,139
Accrued unbilled revenues 70,716 49,993
Deferred fuel costs 16,584 14,967
Fuel inventory - at average cost 3,918 3,386
Materials and supplies - at average cost 18,409 17,657
Rate deferrals 34,989 104,969
Prepayments and other 17,750 24,896
---------- ----------
Total 224,982 270,301
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 5,531 5,531
Other - at cost (less accumulated depreciation) 7,674 7,757
---------- ----------
Total 13,205 13,288
---------- ----------
Utility Plant:
Electric 1,694,718 1,687,400
Construction work in progress 31,300 22,960
---------- ----------
Total 1,726,018 1,710,360
Less - accumulated depreciation and amortization 675,618 656,828
---------- ----------
Utility plant - net 1,050,400 1,053,532
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 26,168 22,993
Unamortized loss on reacquired debt 8,428 8,404
Other regulatory assets 102,477 64,827
Other 6,376 6,216
---------- ----------
Total 143,449 102,440
---------- ----------
TOTAL $1,432,036 $1,439,561
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $20 $20
Notes payable - associated companies 11,641 47,162
Accounts payable:
Associated companies 40,467 36,057
Other 22,264 11,276
Customer deposits 17,120 24,084
Taxes accrued 52,709 32,314
Accumulated deferred income taxes 9,257 44,277
Interest accrued 14,065 14,309
Other 3,104 2,806
---------- ----------
Total 170,647 212,305
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 267,938 244,464
Accumulated deferred investment tax credits 23,161 23,915
Other 11,862 15,892
---------- ----------
Total 302,961 284,271
---------- ----------
Long-term debt 463,477 464,156
Shareholders' Equity:
Preferred stock without sinking fund 50,381 50,381
Common stock, no par value, authorized
15,000,000 shares; issued and outstanding
8,666,357 shares 199,326 199,326
Capital stock expense and other (59) (59)
Retained earnings 245,303 229,181
---------- ----------
Total 494,951 478,829
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $1,432,036 $1,439,561
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Operating Revenues:
Residential $ 83.0 $ 68.7 $ 14.3 21
Commercial 69.7 61.9 7.8 13
Industrial 43.5 40.5 3.0 7
Governmental 6.7 6.4 0.3 5
-------------------------------
Total retail 202.9 177.5 25.4 14
Sales for resale:
Associated companies 24.8 10.7 14.1 132
Non-associated companies 7.1 4.3 2.8 65
Other 34.1 20.4 13.7 67
-------------------------------
Total $ 268.9 $ 212.9 $ 56.0 26
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 1,005 830 175 21
Commercial 938 834 104 12
Industrial 790 750 40 5
Governmental 83 77 6 8
-------------------------------
Total retail 2,816 2,491 325 13
Sales for resale:
Associated companies 693 233 460 197
Non-associated companies 146 81 65 80
-------------------------------
Total 3,655 2,805 850 30
===============================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 157.9 $ 143.9 $ 14.0 10
Commercial 132.5 126.4 6.1 5
Industrial 84.9 83.5 1.4 2
Governmental 13.2 13.1 0.1 1
-------------------------------
Total retail 388.5 366.9 21.6 6
Sales for resale:
Associated companies 42.0 21.7 20.3 94
Non-associated companies 11.3 9.4 1.9 20
Other 32.1 15.2 16.9 111
-------------------------------
Total $ 473.9 $ 413.2 $ 60.7 15
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 2,010 1,821 189 10
Commercial 1,774 1,653 121 7
Industrial 1,529 1,473 56 4
Governmental 159 157 2 1
-------------------------------
Total retail 5,472 5,104 368 7
Sales for resale:
Associated companies 1,233 430 803 187
Non-associated companies 211 183 28 15
-------------------------------
Total 6,916 5,717 1,199 21
===============================
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended June 30, 1998
primarily due to an increase in electric and gas operating revenues,
partially offset by higher income taxes and operating expenses. Net
income decreased slightly for the six months ended June 30, 1998
primarily due to an increase in operating expenses, partially offset by
an increase in electric operating revenues.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues and Sales", "Expenses", and "Other" below.
Revenues and Sales
The changes in electric operating revenues for the three and six
months ended June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Change in base revenues ($2.8) ($6.3)
Fuel cost recovery 9.2 3.6
Sales volume/weather 6.7 5.0
Other revenue (including unbilled) 3.3 3.1
Sales for resale (2.0) (0.1)
----- ----
Total $14.4 $5.3
===== ====
Electric operating revenues increased for the three and six months
ended June 30, 1998 primarily due to increases in fuel cost recovery
revenues, sales volume, and other revenue (primarily unbilled revenue),
partially offset by a decrease in base revenues. Fuel cost recovery
revenues, which do not affect net income, increased for the three months
ended June 30, 1998 due to higher fuel prices and increased generation.
For the six months ended June 30, 1998, fuel cost recovery revenues
increased primarily due to increased generation. The increase in sales
volume is primarily due to significantly warmer weather in the second
quarter of 1998. The increase in unbilled revenue is primarily due to
increased sales volume. Base revenues decreased primarily due to
reductions in residential and commercial rates that went into effect in
August 1997.
Gas operating revenues increased slightly for the three months ended
June 30, 1998 primarily due to a higher unit purchase price for gas
purchased for resale. Gas operating revenues decreased slightly for the
six months ended June 30, 1998 primarily due to $1.5 million of rate
reductions that went into effect in August 1997.
Expenses
Operating expenses increased for the three and six months ended
June 30, 1998 primarily due to an increase in purchased power expenses.
This increase is partially offset by a decrease in fuel expenses and gas
purchased for resale. Purchased power expenses increased primarily due
to increased generation as a result of warmer weather in the second
quarter of 1998. Fuel expenses decreased for the three and six months
ended June 30, 1998 primarily due to increased under-recovery of fuel
costs as a result of increased generation requirements in the second
quarter 1998.
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other
For the three months ended June 30, 1998 and 1997 the effective
income tax rates were 41.0% and 47.7%, respectively. The decrease in
1998 is primarily due to the reversal of previously recorded AFUDC
amounts included in depreciation. The effective income tax rate of 44.9%
for the six months ended June 30, 1998 remained relatively unchanged from
the rate of 45.9% for the six months ended June 30, 1997.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $106,975 $92,588 $187,457 $182,149
Natural gas 18,131 17,215 51,312 52,610
-------- -------- -------- --------
Total 125,106 109,803 238,769 234,759
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 16,793 25,658 55,684 68,440
Purchased power 52,067 36,382 86,828 72,964
Other operation and maintenance 19,943 17,427 37,086 32,682
Depreciation and amortization 5,298 5,398 11,079 10,591
Taxes other than income taxes 9,237 8,606 18,725 17,492
Other regulatory credits (2,451) (2,059) (4,844) (2,404)
Amortization of rate deferrals 8,751 8,991 16,852 16,839
-------- -------- -------- --------
Total 109,638 100,403 221,410 216,604
-------- -------- -------- --------
Operating Income 15,468 9,400 17,359 18,155
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction (10) 80 89 160
Miscellaneous - net (643) (11) 122 20
-------- -------- -------- --------
Total (653) 69 211 180
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 3,429 3,436 6,859 7,059
Other interest - net 236 288 477 579
Allowance for borrowed funds used
during construction 8 (63) (68) (126)
-------- -------- -------- --------
Total 3,673 3,661 7,268 7,512
-------- -------- -------- --------
Income Before Income Taxes 11,142 5,808 10,302 10,823
Income Taxes 4,565 2,770 4,627 4,967
-------- -------- -------- --------
Net Income 6,577 3,038 5,675 5,856
Preferred Stock Dividend Requirements
and Other 241 241 482 482
-------- -------- -------- --------
Earnings Applicable to Common Stock $6,336 $2,797 $5,193 $5,374
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $5,675 $5,856
Noncash items included in net income:
Amortization of rate deferrals 16,852 16,839
Other regulatory credits (4,844) (2,404)
Depreciation and amortization 11,079 10,591
Deferred income taxes and investment tax credits (2,491) (4,964)
Allowance for equity funds used during construction (89) (160)
Changes in working capital:
Receivables (7,564) 3,129
Accounts payable (885) 6,217
Taxes accrued 2,825 5,471
Interest accrued (383) (631)
Deferred fuel and resale gas costs (8,061) 1,804
Other working capital accounts (3,809) (11,069)
Other (1,998) (1,520)
------- -------
Net cash flow provided by operating activities 6,307 29,159
------- -------
Investing Activities:
Construction expenditures (7,688) (3,909)
Allowance for equity funds used during construction 89 160
------- -------
Net cash flow used in investing activities (7,599) (3,749)
------- -------
Financing Activities:
Retirement of:
First mortgage bonds - (12,000)
Dividends paid:
Common stock - (14,700)
Preferred stock (482) (724)
------- -------
Net cash flow used in financing activities (482) (27,424)
------- -------
Net decrease in cash and cash equivalents (1,774) (2,014)
Cash and cash equivalents at beginning of period 11,376 17,510
------- -------
Cash and cash equivalents at end of period $9,602 $15,496
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $7,500 $7,969
Income taxes - net $4,802 $4,928
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $1,935 $4,321
Temporary cash investments - at cost,
which approximates market:
Associated companies 2,104 1,918
Other 5,563 5,137
-------- --------
Total cash and cash equivalents 9,602 11,376
Accounts receivable:
Customer (less allowance for doubtful accounts
of $0.7 million in 1998 and 1997) 29,918 26,913
Associated companies 1,272 1,081
Other 3,341 4,155
Accrued unbilled revenues 21,265 16,083
Deferred electric fuel and resale gas costs 17,445 9,384
Materials and supplies - at average cost 9,193 9,389
Rate deferrals 31,270 35,336
Prepayments and other 7,542 6,087
-------- --------
Total 130,848 119,804
-------- --------
Other Property and Investments:
Investment in subsidiary companies - at equity 3,259 3,259
-------- --------
Utility Plant:
Electric 508,012 508,338
Natural gas 127,632 122,308
Construction work in progress 24,102 19,184
-------- --------
Total 659,746 649,830
Less - accumulated depreciation and amortization 368,304 355,854
-------- --------
Utility plant - net 291,442 293,976
-------- --------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 51,406 64,192
SFAS 109 regulatory asset - net 1,496 1,202
Unamortized loss on reacquired debt 1,341 1,435
Other regulatory assets 16,675 13,392
Other 866 890
-------- --------
Total 71,784 81,111
-------- --------
TOTAL $497,333 $498,150
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Accounts payable:
Associated companies $20,942 $15,922
Other 11,600 17,505
Customer deposits 17,387 16,982
Taxes accrued 8,095 5,270
Accumulated deferred income taxes 13,554 11,544
Interest accrued 4,666 5,049
Provision for rate refund - 3,108
Other 2,384 2,231
-------- --------
Total 78,628 77,611
-------- --------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 56,969 61,000
Accumulated deferred investment tax credits 7,145 7,396
Accumulated provision for property insurance 15,487 15,487
Other 13,550 16,327
-------- --------
Total 93,151 100,210
-------- --------
Long-term debt 168,985 168,953
Shareholders' Equity:
Preferred stock without sinking fund 19,780 19,780
Common stock, $4 par value, authorized
10,000,000 shares; issued and outstanding
8,435,900 shares 33,744 33,744
Additional paid-in capital 36,294 36,294
Retained earnings subsequent to the elimination of
the accumulated deficit on November 30, 1988 66,751 61,558
-------- --------
Total 156,569 151,376
-------- --------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $497,333 $498,150
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Operating Revenues:
Residential $ 36.0 $ 27.2 $ 8.8 32
Commercial 35.4 32.6 2.8 9
Industrial 6.4 5.7 0.7 12
Governmental 14.3 12.9 1.4 11
-------------------------------
Total retail 92.1 78.4 13.7 17
Sales for resale:
Associated companies 1.8 5.1 (3.3) (65)
Non-associated companies 3.2 1.9 1.3 68
Other (1) 9.9 7.2 2.7 38
-------------------------------
Total $107.0 $ 92.6 $ 14.4 16
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 481 386 95 25
Commercial 521 488 33 7
Industrial 133 125 8 6
Governmental 250 239 11 5
-------------------------------
Total retail 1,385 1,238 147 12
Sales for resale:
Associated companies 57 178 (121) (68)
Non-associated companies 57 38 19 50
-------------------------------
Total 1,499 1,454 45 3
===============================
Six Months Ended Increase/
Description 1998 1997 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 60.9 $ 55.9 $ 5.0 9
Commercial 66.7 68.9 (2.2) (3)
Industrial 12.3 11.9 0.4 3
Governmental 27.0 26.5 0.5 2
-------------------------------
Total retail 166.9 163.2 3.7 2
Sales for resale:
Associated companies 5.2 7.0 (1.8) (26)
Non-associated companies 5.3 3.6 1.7 47
Other (1) 10.0 8.3 1.7 20
-------------------------------
Total $187.4 $ 182.1 $ 5.3 3
===============================
Billed Electric Energy
Sales (Millions of kWh):
Residential 836 760 76 10
Commercial 980 966 14 1
Industrial 251 239 12 5
Governmental 469 460 9 2
-------------------------------
Total retail 2,536 2,425 111 5
Sales for resale:
Associated companies 180 225 (45) (20)
Non-associated companies 95 61 34 56
-------------------------------
Total 2,811 2,711 100 4
===============================
(1) Includes the effect of the provision for rate refunds.
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income for the three and six months ended June 30, 1998 remained
relatively unchanged as compared to the same periods in 1997.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues", "Expenses", and "Other" below.
Revenues
Operating revenues recover operating expenses, depreciation, and
capital costs attributable to Grand Gulf 1. Capital costs are computed
by allowing a return on System Energy's common equity funds allocable to
its net investment in Grand Gulf 1 and adding to such amount System
Energy's effective interest cost for its debt. See Note 2 to the Form 10-
K for a discussion of System Energy's proposed rate increase, which is
subject to refund.
Expenses
Operating expenses decreased for the three and six months ended June
30, 1998 primarily due to lower fuel expenses, other operation and
maintenance expenses, and depreciation, amortization, and decommissioning
expenses. Fuel expenses decreased because of a scheduled nuclear
refueling outage in April and May of this year. The decrease in other
operation and maintenance expenses was due primarily to the impact of
various materials and supplies refunds and adjustments and an insurance
refund. Depreciation, amortization, and decommissioning expenses were
lower as a result of the recognition of additional depreciation in the
three and six months ended June 30, 1997 associated with the sale and
leaseback in 1989 of a portion of Grand Gulf 1.
Other
Interest on long-term debt decreased for the three and six months
ended June 30, 1998 as a result of the redemption of a series of First
Mortgage Bonds in April 1998.
For the three and six months ended June 30, 1998 and 1997 the
effective income tax rates were relatively unchanged. The effective
income tax rates for the three months ended June 30, 1998 and 1997 were
45.2% and 44.1%, respectively. The effective income tax rates for the
six months ended June 30, 1998 and 1997 were 45.2% and 44.2%,
respectively.
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $144,336 $161,021 $292,942 $316,682
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 6,183 12,441 17,030 24,458
Nuclear refueling outage expenses 4,177 3,907 8,776 7,624
Other operation and maintenance 22,491 28,407 43,772 48,797
Depreciation, amortization, and decommissioning 32,432 35,917 65,590 74,713
Taxes other than income taxes 6,876 6,781 13,638 13,206
-------- -------- -------- --------
Total 72,159 87,453 148,806 168,798
-------- -------- -------- --------
Operating Income 72,177 73,568 144,136 147,884
-------- -------- -------- --------
Other Income:
Allowance for equity funds used
during construction 528 280 1,081 561
Miscellaneous - net 2,507 1,919 5,612 3,241
-------- -------- -------- --------
Total 3,035 2,199 6,693 3,802
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 28,875 31,103 58,451 61,861
Other interest - net 1,614 1,830 3,267 3,611
Allowance for borrowed funds used
during construction (470) (279) (946) (557)
-------- -------- -------- --------
Total 30,019 32,654 60,772 64,915
-------- -------- -------- --------
Income Before Income Taxes 45,193 43,113 90,057 86,771
Income Taxes 20,414 19,020 40,691 38,333
-------- -------- -------- --------
Net Income $24,779 $24,093 $49,366 $48,438
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $49,366 $48,438
Noncash items included in net income:
Depreciation, amortization, and decommissioning 65,590 74,713
Deferred income taxes and investment tax credits (16,796) (23,444)
Allowance for equity funds used during construction (1,081) (561)
Changes in working capital:
Receivables 195 (7,290)
Accounts payable (9,691) 5,297
Taxes accrued (7,374) 8,374
Interest accrued (7,560) 3,212
Other working capital accounts (9,377) 6,353
Decommissioning trust contributions and realized
change in trust assets (11,529) (11,190)
FERC Settlement - refund obligation (2,491) (2,199)
Provision for estimated losses and reserves 37,147 20,699
Other 6,772 9,183
-------- --------
Net cash flow provided by operating activities 93,171 131,585
-------- --------
Investing Activities:
Construction expenditures (19,472) (8,466)
Allowance for equity funds used during construction 1,081 561
Nuclear fuel purchases (30,476) (39)
Proceeds from sale/leaseback of nuclear fuel 30,476 39
-------- --------
Net cash flow used in investing activities (18,391) (7,905)
-------- --------
Financing Activities:
Retirement of first mortgage bonds (60,000) -
Common stock dividends paid (47,800) (58,700)
-------- --------
Net cash flow used in financing activities (107,800) (58,700)
-------- --------
Net increase (decrease) in cash and cash equivalents (33,020) 64,980
Cash and cash equivalents at beginning of period 206,410 92,315
-------- --------
Cash and cash equivalents at end of period $173,390 $157,295
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $61,012 $57,634
Income taxes $54,956 $42,853
Noncash investing and financing activities:
Change in unrealized appreciation (depreciation) of
decommissioning trust assets $1,661 ($1,041)
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $401 $792
Temporary cash investments - at cost,
which approximates market:
Associated companies 47,472 55,891
Other 125,517 149,727
---------- ----------
Total cash and cash equivalents 173,390 206,410
Accounts receivable:
Associated companies 78,769 79,262
Other 4,438 4,140
Materials and supplies - at average cost 61,512 63,782
Deferred nuclear refueling outage costs 18,317 7,777
Prepayments and other 4,930 3,658
---------- ----------
Total 341,356 365,029
---------- ----------
Other Property and Investments:
Decommissioning trust fund 99,102 85,912
---------- ----------
Utility Plant:
Electric 3,025,241 3,025,389
Electric plant under leases 440,970 440,970
Construction work in progress 55,888 36,445
Nuclear fuel under capital lease 82,807 64,190
---------- ----------
Total 3,604,906 3,566,994
Less - accumulated depreciation and amortization 1,144,753 1,086,820
---------- ----------
Utility plant - net 2,460,153 2,480,174
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 231,353 243,027
Unamortized loss on reacquired debt 48,186 51,386
Other regulatory assets 193,666 192,290
Other 13,572 14,213
---------- ----------
Total 486,777 500,916
---------- ----------
TOTAL $3,387,388 $3,432,031
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDER'S EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $70,000 $70,000
Accounts payable:
Associated companies 25,941 29,131
Other 12,621 19,122
Taxes accrued 68,301 75,675
Interest accrued 34,762 42,322
Obligations under capital leases 36,156 41,977
Other 1,506 1,341
---------- ----------
Total 249,287 279,568
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 533,363 562,051
Accumulated deferred investment tax credits 98,433 100,171
Obligations under capital leases 46,651 22,213
FERC Settlement - refund obligation 45,809 48,300
Other 288,074 227,847
---------- ----------
Total 1,012,330 960,582
---------- ----------
Long-term debt 1,274,272 1,341,948
Common Shareholder's Equity:
Common stock, no par value, authorized
1,000,000 shares; issued and outstanding
789,350 shares 789,350 789,350
Retained earnings 62,149 60,583
---------- ----------
Total 851,499 849,933
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $3,387,388 $3,432,031
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The following discussion compares the results of operations for the
three and six months ended June 30, 1998 with the results of operations
for the same periods in 1997. The six months ended June 30, 1997
includes five months of results of operations for London Electricity due
to its acquisition effective February 1, 1997.
Net Income
Net income increased for the three and six months ended June 30,
1998 primarily due to increases in operating revenues, partially offset
by increases in operating expenses and interest charges for the six month
periods.
Significant factors affecting the results of operations and causing
variances between the three and six months ended June 30, 1998 and 1997
are discussed under "Revenues", "Expenses", and "Other" below.
Revenues
The changes in operating revenues for the three and six months ended
June 30, 1998 are as follows:
Three Months Ended Six Months Ended
Description Increase/(Decrease) Increase/(Decrease)
(In Millions)
Electricity distribution $4 $51
Electricity supply 8 174
Other 16 33
Intra-business (3) (58)
--- ----
Total $25 $200
=== ====
Two principal factors determine the amount of revenues produced by
the main electricity distribution and supply businesses: the unit prices
of the electricity distributed and supplied (which are controlled by the
Distribution Price Control Formula and Supply Price Control Formula,
respectively, which determine the maximum average price per unit
(kilowatt hour) of electricity that may be charged) and the number of
electricity units distributed and supplied which depends on the demand of
London Electricity's customers for electricity within its Franchise Area.
Demand varies based upon weather conditions and economic activity. London
Electricity is expected to have the exclusive right to supply all
franchise supply customers in its Franchise Area until late 1998.
Revenues from the distribution business increased for both the three
and six months ended June 30, 1998.
For the three month period, the increase was due to an increase in the
units distributed. The increase for the six month period was principally
due to an increase in units distributed as a result of there being six
months of London Electricity operations compared to only five months
during the same period in 1997. Partially offsetting these factors were
3% distribution price reductions effective April 1, 1997 and April 1,
1998.
Franchise supply customers, who are generally residential and small
commercial customers, comprised 58% and 60% of total supply sales volume
for the three and six months ended June 30, 1998, respectively. The
volume of unit sales of electricity for franchise supply customers is
influenced largely by the number of customers in London Electricity's
Franchise Area, weather conditions and prevailing economic conditions.
Unit sales to non-franchise supply customers, who are typically large
commercial and industrial businesses, constituted 42% and 40% of total
sales volume for the three and six months ended June 30, 1998,
respectively. Sales to non-franchise supply customers are determined
primarily by the success of the supply business in contracting to supply
<PAGE>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
customers with electricity both inside and outside of London
Electricity's Franchise Area. Such sales have declined as a percentage
of the total supply sales mix from 46% and 45% for the comparable periods
of 1997.
During the three months ended June 30, 1998, the number of
electricity units supplied decreased by 5% compared to the same period in
1997 while total revenues produced by the supply business increased by
2%. Sales volume increased by 3% for franchise customers but decreased by
14% for non-franchise customers for the three months ended June 30, 1998.
The decrease in sales volume for non-franchise customers was due to a
focus on higher profit margin customers.
During the six months ended June 30, 1998, the number of electricity
units supplied increased by 17% due to the additional month included in
1998 results. Volume increased for both franchise supply customers (27%)
and non-franchise supply customers (5%) for the six months of 1998
compared with 1997.
Other revenues increased for the three and six month periods ended
June 30, 1998. The increase for the three month period was attributable
primarily to increased marketing of natural gas to retail customers. The
additional increase in other revenues for the six month period is due to
six months of London Electricity operations in 1998 compared to five
months during the same period in 1997.
Expenses
Operating expenses decreased for the three months ended June 30,
1998 primarily due to reversal of a valuation allowance on an investment
and the start of amortization of the provision for an unfavorable long-
term purchased power contract. The valuation allowance was originally
recorded in the quarters ended December 1997 and March 1998. Management
subsequently determined that reversal of a portion of such allowance was
appropriate based on improved prospects for recovery of this investment.
The unfavorable long-term contract provision was established at the time
of the acquisition of London Electricity. Amortization of this provision
offsets a portion of the purchased power costs related to this contract.
The decreases in operating expenses noted above were partially offset by
increases in purchased power costs and in depreciation and amortization
expense. Operating expenses increased for the six months ended June 30,
1998 due principally to one additional month of operations included in
1998 compared to 1997.
Other
Interest charges increased for the three and six months ended June
30, 1998, compared to the same periods in 1997, due principally to an
increase in the average level of debt and preferred securities
outstanding during 1998 compared to 1997. The increase in average debt
levels was due principally to the acquisition of London Electricity
effective February 1, 1997 which was not fully funded until May 1997.
Such increase was partially offset by the November 1997 decrease in debt
due to the transfer of a $114 million facility to Entergy London's parent
in exchange for additional equity. Also, interest expense increased for
the six months ended June 30, 1998 due to one additional month of
operations included in 1998 compared to 1997.
Other income decreased for the three months ended June 30, 1998 due
principally to a decrease in gains on disposition of property.
The effective income tax rate for the three months ended June 30,
1998 and 1997 were 31.1% and 30.5%, respectively. The rates for the six
months ended June 30, 1998 and 1997 were 31.0% and 33.1%, respectively.
The decrease in 1998 for the six months period is principally due to the
reduction in the UK corporation tax rate from 33% to 31%, effective as of
April 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $479,003 $453,968 $1,029,791 $829,924
-------- -------- ---------- --------
Operating Expenses:
Purchased power 296,339 289,700 663,235 552,998
Depreciation and amortization 35,274 32,936 69,020 53,697
Other operation and maintenance costs 73,180 85,603 167,365 138,391
-------- -------- ---------- --------
Total 404,793 408,239 899,620 745,086
-------- -------- ---------- --------
Operating Income 74,210 45,729 130,171 84,838
-------- -------- ---------- --------
Other Income:
Interest and dividend income 2,727 3,362 4,151 3,684
Gain on disposition of property 2,681 6,579 5,088 11,029
Miscellaneous - net 3,409 5,643 8,318 2,802
-------- -------- ---------- --------
Total 8,817 15,584 17,557 17,515
-------- -------- ---------- --------
Interest Charges:
Distributions on preferred securities of subsidiary 6,469 - 12,938 -
Other interest - net 43,099 44,612 84,204 65,051
-------- -------- ---------- --------
Total 49,568 44,612 97,142 65,051
-------- -------- ---------- --------
Income Before Income Taxes 33,459 16,701 50,586 37,302
Income Taxes 10,410 5,102 15,660 12,344
-------- -------- ---------- --------
Net Income 23,049 11,599 34,926 24,958
Other comprehensive income:
Foreign currency translation adjustments (2,031) 5,798 10,224 8,166
-------- -------- ---------- --------
Comprehensive Income $21,018 $17,397 $45,150 $33,124
======== ======== ========== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
(In Thousands)
<S> <C> <C>
Operating Activities:
Net Income $34,926 $24,958
Noncash items included in net income:
Depreciation and amortization 69,020 53,697
Deferred income taxes 7,216 63,249
Imputed interest on parent company debt 55,702 -
Changes in assets and liabilities:
Inventory (1,441) 1,340
Accounts receivable and unbilled revenue 125,659 21,602
Other receivables 16,953 10,429
Prepayments and other (1,109) (3,760)
Long-term receivables and other (8,903) (2,652)
Accounts payable (76,281) 1,656
Income taxes accrued 4,932 (70,403)
Interest accrued 228 10,529
Deferred revenue and other current liabilities 4,388 15,056
Other liabilities (64,637) 2,438
Other (1,402) 16,531
-------- --------
Net cash flow provided by operating activities 165,251 144,670
-------- --------
Investing Activities:
Construction expenditures (89,649) (59,609)
Acquisition of London Electricity, net of cash acquired - (1,980,631)
Other investments (4,406) 21,654
-------- --------
Net cash flow used in investing activities (94,055) (2,018,586)
-------- --------
Financing Activities:
Proceeds from the issuance of:
Bank notes and other long-term debt - 1,691,201
Common Stock - 391,953
Retirement of long-term debt (13,330) -
Common stock dividends paid (53,184) -
Changes in short-term borrowings - net 15,264 (153,154)
-------- --------
Net cash flow provided by (used in) financing activities (51,250) 1,930,000
-------- --------
Effect of exchange rates on cash and cash equivalents 1,366 1,263
-------- --------
Net increase in cash and cash equivalents 21,312 57,347
Cash and cash equivalents at beginning of period 44,388 -
-------- --------
Cash and cash equivalents at end of period $65,700 $57,347
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $75,193 $27,391
Income taxes - net $8,251 $9,893
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS (In Thousands)
<S>
Current Assets: <C> <C>
Cash and cash equivalents:
Cash $6,396 $ -
Temporary cash investments - at cost,
which approximates market 59,304 44,388
---------- ----------
Total cash and cash equivalents 65,700 44,388
Notes receivable 4,964 7,364
Accounts receivable:
Customer (less allowance for doubtful accounts of $21.1 million
in 1998 and $19.3 million in 1997) 140,195 139,265
Other 38,471 52,374
Accrued unbilled revenue 140,480 262,818
Accumulated deferred income taxes 47,113 12,401
Inventory 15,298 13,650
Prepayments and other 14,935 13,623
---------- ----------
Total 467,156 545,883
---------- ----------
Property, Plant, and Equipment:
Property, plant and equipment 2,472,070 2,353,181
Less - accumulated depreciation 139,870 90,021
---------- ----------
Property, plant, and equipment - net 2,332,200 2,263,160
---------- ----------
Other Property, Investments, and Assets:
Investments, long-term 16,028 11,413
Distribution license (net of accumulated amortization of $48.8
million in 1998 and $25.6 million in 1997) 1,330,902 1,327,312
Long-term receivables 17,413 17,172
Prepaid pension asset 252,985 241,216
Other 10,839 10,079
---------- ----------
Total 1,628,167 1,607,192
---------- ----------
TOTAL $4,427,523 $4,416,235
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
LIABILITIES AND SHAREHOLDER'S EQUITY
(In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $21,894 $33,814
Notes payable 259,608 240,794
Accounts payable 277,606 349,821
Customer deposits 27,552 24,946
Taxes accrued 127,666 120,981
Interest accrued 14,631 14,201
Other 732 805
---------- ----------
Total 729,689 785,362
---------- ----------
Other Liabilities:
Accumulated deferred income taxes 1,051,684 995,865
Other 240,893 299,775
---------- ----------
Total 1,292,577 1,295,640
---------- ----------
Long-term debt 1,691,757 1,669,401
Company-obligated redeemable preferred securities
of subsidiary partnership holding solely junior
subordinated deferrable debentures 300,000 300,000
Shareholders' Equity:
Common stock, BPS1 par value, 901,000,000 shares authorized,
877,359,785 shares issued and outstanding (less Entergy UK
Limited debt adjustment of $1,351.5 million) 114,000 114,000
Additional paid-in capital 391,981 391,981
Accumulated deficit (94,946) (132,390)
Cumulative foreign currency translation 2,465 (7,759)
---------- ----------
Total 413,500 365,832
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,427,523 $4,416,235
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. COMMITMENTS AND CONTINGENCIES
Cajun - Coal Contracts (Entergy Corporation and Entergy Gulf States)
See "Cajun - Coal Contracts" in Note 9 of the Form 10-K for
information relating to the declaratory judgment action filed by Entergy
Gulf States against the coal suppliers to Big Cajun 2, a coal-fired power
station located in Point Coupee Parish, Louisiana, of which Entergy Gulf
States owns a 42% undivided interest in Unit 3. Entergy Gulf States
filed a similar petition for a declaratory judgment against the rail and
barge companies that transport the coal from Wyoming to Big Cajun 2. A
motion for summary judgment in that proceeding was filed by Entergy Gulf
States and denied by the Cajun bankruptcy judge. Concurrently with this
denial, the bankruptcy judge filed a report with the district court,
recommending that the appeal by the coal suppliers be remanded for
reconsideration by the bankruptcy judge in light of his decision in the
coal transporters' action.
The district court remanded the declaratory judgment proceeding
against the coal suppliers back to the bankruptcy court, and a trial was
held on the issue of liability of Entergy Gulf States to both the coal
suppliers and transporters. No assurance can be given regarding the
timing or outcome of this proceeding. Collectively, the coal suppliers
and transporters have asserted claims in the Cajun bankruptcy case that
exceed $1.6 billion. Entergy Gulf States believes these claims to be
significantly exaggerated. The coal suppliers and transporters allege
that Entergy Gulf States, as a joint venturer with Cajun in Big Cajun 2,
should be responsible under Louisiana law for 50% of their alleged claims
against Cajun, despite Entergy Gulf States only owning 14% of the entire
power station. Entergy Gulf States believes this position is totally
without merit and that it has no liability to either the coal suppliers
or transporters. Entergy Gulf States' position is that it was not
engaged in a joint venture with Cajun but rather that Cajun was the
operator of Unit 3 in which Entergy Gulf States owns an undivided
interest.
Whether liability will ultimately be asserted against Entergy Gulf
States by the coal suppliers and transporters depends upon which plan of
reorganization is confirmed in the Cajun bankruptcy case. Three
competing plans of reorganization have been filed in the bankruptcy case,
two of which contain settlements with the coal suppliers and transporters
that would satisfy their claims. The district judge disqualified the
third plan of reorganization, which does not contain a settlement with
the coal suppliers and transporters, in June 1998. The proponent of that
plan appealed the decision of the district judge, including the judge's
decision to deny a stay of the proceeding pending appeal. The United
States Court of Appeals for the Fifth Circuit has ordered a stay of the
order of the district court and the plan confirmation proceedings, and
heard oral argument on the appeal on August 4, 1998. No assurance can be
given regarding the timing or outcome of this appeal.
Capital Requirements and Financing (Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, Entergy London, and System Energy)
See Note 9 in the Form 10-K for information on the domestic utility
companies', System Energy's, and Entergy London's construction
expenditures (excluding nuclear fuel) for the years 1998, 1999, and 2000
and long-term debt and preferred stock maturities and cash sinking fund
requirements for the period 1998-2000.
Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
See Note 9 in the Form 10-K for information on nuclear liability,
property and replacement power insurance, related NRC regulations, the
disposal of spent nuclear fuel, other high-level radioactive waste, and
decommissioning costs associated with ANO 1, ANO 2, River Bend, Waterford
3, and Grand Gulf 1. The owner/licensees of each of Entergy's five
nuclear units previously participated in a private insurance program that
provides coverage for certain worker tort claims filed for bodily injury
caused by radiation exposure. The program continues to provide for a
maximum aggregate assessment of approximately $16 million for the five
nuclear units in the event that losses exceed accumulated reserve funds.
ANO Matters (Entergy Corporation and Entergy Arkansas)
See Note 9 in the Form 10-K for information on cracks in a number of
steam generator tubes at ANO 2 that were discovered and repaired during
an outage in March 1992. Further repairs were conducted at subsequent
refueling and mid-cycle outages, including the most recent mid-cycle
outage in March 1998. In March 1998, Entergy Arkansas filed a Petition
for Declaratory Order and Approval of New Depreciation Rates with the
APSC, requesting approval of the steam generator replacement project and
appropriate revised depreciation rates.
Environmental Issues
(Entergy Gulf States)
Entergy Gulf States has been designated as a potentially responsible
party (PRP) for the clean up of certain hazardous waste disposal sites.
Entergy Gulf States is currently negotiating with the EPA and state
authorities regarding the clean up of certain of these sites. As of June
30, 1998, a remaining recorded liability of $20 million existed relating
to the clean up of the remaining sites at which Entergy Gulf States has
been designated a PRP. See "Environmental Regulation" in Item 1 of Part
I of the Form 10-K for additional discussion of the sites where Entergy
Gulf States has been designated as a PRP by the EPA and related
litigation.
(Entergy Louisiana)
During 1993, the Louisiana Department of Environmental Quality
(LDEQ) issued new rules for solid waste regulation, including regulation
of wastewater impoundments. Entergy Louisiana has determined that
certain of its power plant wastewater impoundments were affected by these
regulations and chose to upgrade or close them. Cumulative expenditures
relating to the upgrades and closures of wastewater impoundments were
$7.1 million as of June 30, 1998. A remaining recorded liability in the
amount of $6.7 million existed at June 30, 1998, for wastewater upgrades
and closures. Completion of this work is pending LDEQ approval.
Waterford 3 Lease Obligations (Entergy Louisiana)
On September 28, 1989, Entergy Louisiana entered into three
transactions for the sale and leaseback of undivided interests
(aggregating approximately 9.3%) in Waterford 3, which were refinanced in
1997. Upon the occurrence of certain events, Entergy Louisiana may be
obligated to pay amounts sufficient to permit the Owner Participants to
withdraw from the lease transactions, and Entergy Louisiana may be
required to assume the outstanding bonds issued by the Owner Trustee to
finance, in part, its acquisition of the undivided interests in Waterford
3. See Note 10 to the Form 10-K for further information.
Reimbursement Agreement (System Energy)
Under a bank letter of credit and reimbursement agreement, System
Energy has agreed to a number of covenants relating to the maintenance of
certain capitalization and fixed charge coverage ratios. System Energy
agreed, during the term of the agreement, to maintain its equity at not
less than 33% of its adjusted capitalization (defined in the agreement to
include certain amounts not included in capitalization for financial
statement purposes). In addition, System Energy must maintain, with
respect to each fiscal quarter during the term of the agreement, a ratio
of adjusted net income to interest expense (calculated, in each case, as
specified in the agreement) of at least 1.60 times earnings. System
Energy was in compliance with the above covenants at June 30, 1998. See
Note 9 to the Form 10-K for further information.
Employment Litigation
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, and Entergy New Orleans)
See Note 9 in the Form 10-K for information relating to lawsuits
filed by former employees asserting they were wrongfully terminated
and/or discriminated against on the basis of age, race, and/or sex.
(Entergy Corporation, Entergy Louisiana, and Entergy New Orleans)
Entergy Corporation, Entergy Louisiana and Entergy New Orleans are
defendants in numerous lawsuits filed in Louisiana state court on behalf
of approximately 147 plaintiffs who claim that they were illegally
terminated from their jobs due to discrimination on the basis of age.
The plaintiffs requested that the court certify the matter as a class
action. In August 1997, the district court certified the case as a class
action. The district court decision to certify the class action was
reversed by the Louisiana Fifth Circuit Court of Appeal in April 1998.
No assurance can be given as to the timing or outcome of these
proceedings.
(Entergy Corporation and Entergy Arkansas)
Entergy Corporation and Entergy Arkansas are defendants in a number
of lawsuits filed in federal court on behalf of a total of approximately
62 plaintiffs who claim they were illegally terminated from their jobs
due to discrimination on the basis of age or race.
The first of these lawsuits, originally involving 29 plaintiffs, was
tried before a jury beginning in April 1997. Settlements were reached
with two of the plaintiffs prior to the trial. On May 1, 1997, the jury
rendered findings as to 22 of the plaintiffs indicating that Entergy had
no liability to them for discrimination. These plaintiffs have appealed
that decision. The jury did find that Entergy had intentionally
discriminated against the remaining five plaintiffs on the basis of age.
Entergy concluded settlements with these five plaintiffs during the first
quarter of 1998.
The remaining lawsuits have predominately either been settled for
nominal amounts or decided by summary judgment in favor of Entergy.
However, certain plaintiff appeals are still pending.
NOTE 2. RATE AND REGULATORY MATTERS
River Bend (Entergy Corporation and Entergy Gulf States)
See Note 2 to the Form 10-K for information related to previous
developments in the original Entergy Gulf States rate proceeding in 1988
seeking recovery of River Bend plant investment and related deferred
costs. On March 13, 1998, the PUCT issued an order disallowing recovery
of $1.4 billion of company-wide abeyed plant costs and approximately $157
million of Texas retail jurisdiction deferred River Bend operating and
carrying costs (Abeyed Deferrals). On June 30, 1998, the PUCT affirmed
its March 1998 decision on Motions for Rehearing, and issued an order to
that effect on July 8, 1998. Entergy Gulf States has again appealed the
PUCT's decision in the Texas courts. Based on advice of counsel,
management believes that it is probable that the matter will be remanded
again to the PUCT for further ruling on the prudence of the abeyed plant
costs, and it is reasonably possible that some portion of these costs
will be included in rate base. Therefore, management believes that the
reserves discussed below in "Retail Rate Proceedings, Filings with the
PUCT," are adequate to reflect the probable outcome of the abeyed plant
costs proceeding. The Texas share of these costs, which is not currently
in rates, is approximately $624 million, based on 1988 costs and the
jurisdictional allocation included in current rates. As of June 30,
1998, the River Bend plant costs disallowed for retail ratemaking
purposes in Texas and the River Bend plant costs held in abeyance totaled
(net of taxes and depreciation) approximately $11 million and $246
million, respectively.
On April 14, 1998, an ALJ issued a proposal for decision (PFD) in
the pending judicial remand of the PUCT's 1988 decision to require
Entergy Gulf States to use tax benefits generated by disallowed expenses
to reduce rates. The PFD called for recovery of $100.1 million plus
carrying costs over a period not to exceed seven years. Entergy Gulf
States believes that additional amounts should be allowed to account for
tax liabilities that will result from the recovery and for certain other
matters. On June 30, 1998, the PUCT adjusted the PFD to call for the
recovery of $74 million primarily by reducing the allowed carrying costs
from the overall rate of return to the amount allowed for the over and
under billing for utility service. These costs were used to offset the
retroactive rate refund discussed below.
Retail Rate Proceedings
Filings with the PUCT (Entergy Corporation and Entergy Gulf States)
On June 30, 1998, the PUCT began its deliberations on the Entergy
Gulf States' rate case filed in November 1996 based on the merits of the
record established in that case, thereby not accepting settlements filed
in March and June by Entergy Gulf States and various intervenor groups.
On July 22, 1998, the PUCT issued an order reducing Entergy Gulf States'
Texas rates by $122 million annually, offset through May 1999 by recovery
of accounting order deferrals, resulting in a net reduction of $81
million through that date. The PUCT also ordered a refund of $82 million.
This refund is calculated as a retroactive rate reduction and service
quality refund to June 1, 1996, offset by the recovery of the accounting
order deferrals and actual taxes paid. Entergy Gulf States established
reserves of approximately $381 million ($227 million net of taxes) in
the fourth quarter of 1997 to reflect the probable outcome of the rate
case and abeyed plant cost proceedings based on management's estimates
of the effects thereof. Entergy Gulf States recorded additional reserves
of $101.3 million ($60.3 million net of taxes) for the retroactive rate
actions for the six months ended June 30, 1998 based on management's
estimates. The results of operations of Entergy Gulf States for the
three and six months ended June 30, 1998 reflected these corresponding
charges in operating revenues.
The PUCT's July 22, 1998 order, if sustained, will have material
adverse consequences on Entergy Gulf States' revenues and net income.
Entergy Gulf States will file a motion for reconsideration with the PUCT.
Entergy Gulf States plans to seek such further remedies as may be
available to it, including appealing the order if the motion for
reconsideration fails to alter what Entergy Gulf States believes is an
incorrect result based on the evidence before the PUCT. On July 29,
1998, a Texas state district court granted Entergy Gulf States' request
for a temporary restraining order until August 12, 1998 to prevent
enforcement of the PUCT's July 22, 1998 order. Additionally, Entergy
Gulf States has a hearing on August 10, 1998 to determine if a temporary
injunction against enforcement of the PUCT's order should also be
granted.
Included in the rulings discussed above, the PUCT disallowed
recovery of approximately $49 million of Entergy's affiliate costs
allocated to Entergy Gulf States in Texas. Entergy's affiliate costs
result from managing Entergy Gulf States' fossil generating plants and
transmission and distribution systems, managing Entergy Gulf States'
nuclear plant, as well as providing human resources, accounting, and
other necessary services to Entergy Gulf States and Entergy Corporation's
other electric utility subsidiaries. The PUCT has also issued proposed
rules governing the affiliate transactions of Texas utility companies,
including Entergy Gulf States, with their affiliated companies. Entergy
Gulf States filed comments on the rules in June 1998. Hearings
concerning the proposed rules were conducted by the PUCT in July 1998.
The rules, if adopted in their proposed form, could severely restrict the
type and extent of services provided to Entergy Gulf States by Entergy
Services and Entergy Operations, and will result in higher costs to
Entergy Gulf States for equivalent services. It is not certain when or
in what form the rules will be adopted.
Filings with the LPSC
(Entergy Corporation and Entergy Gulf States)
On May 30, 1997, Entergy Gulf States filed its fourth post-Merger
earnings analysis with the LPSC. In July 1998, the LPSC and Entergy Gulf
States agreed to implement an $18 million rate reduction for Entergy Gulf
States residential customers in Louisiana. This rate reduction is
effective July 29, 1998. Proceedings on remaining issues in the second,
third, and fourth post-Merger earnings analyses will continue.
(Entergy Corporation and Entergy Louisiana)
Entergy Louisiana filed annual formula rate plan filings with the
LPSC in April 1996 and May 1997. The LPSC determined in July 1998 that
the annual formula rate plan filings for Entergy Louisiana will be
extended for an additional three years, through an April 2000 filing for
the 1999 test year.
Filings with the MPSC (Entergy Corporation and Entergy Mississippi)
On March 15, 1998, Entergy Mississippi filed its annual earnings
review with the MPSC under its formula rate plan for the 1997 test year.
In April 1998, the MPSC issued an order approving a prospective rate
reduction of $6.6 million. This rate reduction went into effect May 1,
1998.
Filings with the Council (Entergy Corporation and Entergy New Orleans)
Hearings on the ratemaking issues in Entergy New Orleans' September
1997 cost of service and revenue requirement filing were held in July
1998. A ruling from the Council is expected in the fall of 1998.
Grand Gulf Accelerated Recovery Tariff
In April 1998, FERC approved the Grand Gulf Accelerated Recovery
Tariff that Entergy Arkansas filed as part of the settlement agreement,
which was approved by the APSC in December 1997. The tariff was designed
to allow Entergy Arkansas to pay down a portion of its Grand Gulf
obligation in advance of the implementation to retail access in Arkansas.
The tariff will go into effect January 1, 1999. See Note 2 to the Form
10-K for a discussion of the settlement agreement with the APSC.
River Bend Cost Deferrals (Entergy Corporation and Entergy Gulf States)
Entergy Gulf States deferred approximately $369 million of River
Bend operating and purchased power costs, depreciation, and accrued
carrying charges, pursuant to a 1986 PUCT accounting order.
Approximately $182 million of these costs were being amortized over a 20-
year period, and the remaining $187 million was written off in the first
quarter of 1996 in accordance with SFAS 121. As of June 30, 1998, the
unamortized balance of the remaining costs was $103 million. These
accounting order deferrals have been given accelerated recovery in the
July 22, 1998 PUCT order discussed above. For further discussion, see
Retail Rate Proceedings above.
NOTE 3. COMMON STOCK (Entergy Corporation)
During the six months ended June 30, 1998, Entergy Corporation
issued 172,348 shares of its previously repurchased common stock to
satisfy stock options exercised and stock purchases under its Equity
Ownership Plan. In addition, Entergy Corporation received proceeds of
$6.5 million from the issuance of 243,745 shares of common stock under
its dividend reinvestment and stock purchase plan during the six months
ended June 30, 1998.
NOTE 4. LONG-TERM DEBT (Entergy Gulf States and Entergy New Orleans)
(Entergy Gulf States)
On July 1, 1998, Entergy Gulf States redeemed, prior to maturity,
$21.6 million of 7% Parish of Iberville Pollution Control Revenue
Refunding Bonds, 1976 Series A, due 2006. Proceeds from the issuance in
May 1998 of $21.6 million of 5.7% Parish of Iberville Pollution Control
Revenue Refunding Bonds due 2014 were used for this redemption.
(Entergy New Orleans)
On July 14, 1998, Entergy New Orleans issued $30 million of 7%
Series First Mortgage Bonds due 2008. The proceeds will be used in
August to redeem $30 million of 8.67% General and Refunding Mortgage
Bonds due 2005.
NOTE 5. RETAINED EARNINGS (Entergy Corporation)
On August 2, 1998, Entergy Corporation's Board of Directors declared
a common stock dividend of $.30 per share, payable on September 1, 1998,
to holders of record on August 12, 1998.
NOTE 6. ACCOUNTING ISSUES (Entergy Corporation and Entergy London)
New Accounting Standards - In June 1998, the FASB issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," which
will be effective for Entergy in 2000. This statement requires that all
derivatives be recognized in the statement of financial position as
either assets or liabilities and measured at fair value. The statement
also requires the designation and reassessment of all hedging
relationships. The changes in fair value of derivatives will be
recognized in earnings or in comprehensive income, depending on the type
of hedge relationship involved. The adoption of SFAS 133 is not expected
to have a material effect on the financial position, results of
operations, or cash flows of Entergy Corporation or Entergy London.
In early 1998, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use", which
will be effective for Entergy in 1999. This SOP requires that computer
software costs that are incurred in the preliminary project stage be
expensed as incurred. Once the capitalization criteria of the SOP have
been met, external direct cost of materials and services used in
developing or obtaining internal use computer software, as well as
payroll and payroll-related costs of employees (to the extent of time
spent directly on internal use computer software projects), and interest
costs incurred in developing such computer software should be
capitalized. Training costs and data conversion costs should be expensed
as incurred, with certain exceptions. The adoption of SOP 98-1 is not
expected to have a material effect on the financial position, results of
operations, or cash flows of Entergy Corporation.
NOTE 7. SUBSEQUENT EVENT (Entergy Corporation and Entergy London)
On August 2, 1998, Entergy's Board of Directors approved a new
strategic direction for Entergy that includes the expected sale of
several businesses over the next eighteen months. These businesses
include London Electricity, CitiPower Pty., Entergy Security, Inc.,
Entergy Integrated Solutions, Inc., and certain portions of Entergy's
telecommunications businesses. These businesses collectively represent
$5.8 billion of Entergy's total assets as of June 30, 1998 and $73.3
million of Entergy's net income for the six months then ended.
Management believes that the sale price of these businesses will exceed
their net book value at June 30, 1998. Accordingly, no adjustment has
been recorded at June 30, 1998 for the carrying amount of these
businesses in the accompanying financial statements.
__________________________________
In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
System Energy, and Entergy London, the accompanying unaudited condensed
financial statements contain all adjustments (consisting primarily of
normal recurring accruals and reclassifying previously reported amounts
to conform to current classifications) necessary for a fair statement of
the results for the interim periods presented. However, the business of
the domestic utility companies, System Energy, and Entergy London is
subject to seasonal fluctuations with the peak periods occurring during
the third quarter for the domestic utilities companies and System Energy
and occurring during the first quarter for Entergy London. The results
for the interim periods presented should not be used as a basis for
estimating results of operations for a full year.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, and Entergy New Orleans)
See "Employment Litigation" in Item 1 of Part I of the Form 10-K for
information relating to lawsuits filed by former employees asserting they
were wrongfully terminated and/or discriminated against due to age, race,
and/or sex. See "Employment Litigation" in Note 1 herein for
developments that have occurred since the filing of the Form 10-K.
Cajun - Coal Contracts (Entergy Corporation and Entergy Gulf States)
See "Cajun - Coal Contracts" in Note 9 of the Form 10-K for
information relating to the declaratory judgment action filed by Entergy
Gulf States and the counterclaims filed by the defendants. See "Cajun -
Coal Contracts" in Note 1 herein for developments that have occurred
since the filing of the Form 10-K.
Catalyst Technologies, Inc. (Entergy Corporation)
See "Catalyst Technologies, Inc." in Item 1 of Part I of the Form 10-
K for information relating to the lawsuit filed by Catalyst Technologies,
Inc. The plaintiff filed its appeal brief in March 1998, and Entergy
Corporation filed its response brief in May 1998. The date of oral
argument on the appeal has not been set.
Union Pacific Railroad Company (Entergy Corporation and Entergy
Arkansas)
See "Item 1. Legal Proceedings" in the 1998 first quarter Entergy
Form 10-Q for a discussion of the civil suit filed by Entergy Arkansas
and Entergy Services against Union Pacific Railroad Company (Union
Pacific). The case has been transferred to the United States District
Court for the District of Nebraska, in Omaha, Nebraska. As a result of
Union Pacific's failure to transport coal, inventories at the coal plants
were below normal during the spring of 1998. In anticipation of the
summer season, and with no apparent cure to Union Pacific's delivery
problems, generation at the two coal-fired stations was curtailed to
increase the coal inventories. As a result of the curtailment and some
improvement in the number of Union Pacific's deliveries, the inventory
levels have improved. However, Union Pacific's deliveries continue to be
delayed. Entergy Arkansas continues to seek an order from the Federal
Surface Transportation Board requiring Union Pacific to allow another
railroad to bring coal to one of the Entergy Arkansas generating plants.
The operational and financial effect of Union Pacific's failure to
deliver coal to Entergy Arkansas during the third and fourth quarters of
1998 will depend upon a number of factors that are not within Entergy
Arkansas' control.
Aquila Power Corporation (Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New
Orleans)
In March 1998, Aquila Power Corporation ("Aquila") filed a complaint
with the FERC against Entergy Services, as agent for the domestic utility
companies, alleging that Entergy's domestic utility companies improperly
reserved transmission capacity on Entergy's transmission system,
resulting in the denial of Aquila's request for transmission service.
Aquila's complaint seeks compensation for lost profits, an order
prohibiting Entergy and/or its affiliates from engaging in similar
conduct, and suspension of the domestic utility companies' and EPMC's
market-rate authority. In May 1998, Entergy filed its response denying
the Aquila allegations. Subsequently, Aquila amended and restated its
complaint, alleging additional instances of improper activities by
Entergy. In addition to its requests in its original complaint, Aquila's
amended complaint seeks a finding by FERC that Entergy is in violation of
FERC Orders No. 888 and 889, and an order that Entergy should be required
to join or agree to the formation of an independent system operator.
Entergy filed its response to the amended and restated complaint denying
the alleged improper conduct.
Ratepayer Lawsuits (Entergy Corporation, Entergy Louisiana, and Entergy
New Orleans)
In April 1998, a group of residential and business ratepayers filed
a complaint against Entergy New Orleans in state court in Orleans Parish
purportedly on behalf of all ratepayers in New Orleans. The plaintiffs
allege that Entergy New Orleans overcharged ratepayers by at least $300
million since 1975 in violation of limits that the plaintiffs allege are
set by the 1922 franchise ordinances passed by the New Orleans City
Council. The plaintiffs seek, among other things, (1) a declaratory
judgment that such franchise ordinances have been violated, and (2) a
remand to the City Council for the establishment of the amount of
overcharges plus interest. Management believes the lawsuit is completely
without merit. Entergy New Orleans has charged only those rates
authorized by the City Council, which the City Council has set in
accordance with applicable law. Entergy New Orleans will vigorously
defend itself in the lawsuit.
In May 1998, a group of ratepayers filed a complaint against Entergy
Corporation, EPI, and Entergy Louisiana in state court in Orleans Parish
purportedly on behalf of all Entergy Louisiana ratepayers. The
plaintiffs allege that the fuel costs passed by Entergy Louisiana through
its fuel adjustment clause were improper. The plaintiffs seek, among
other things, a refund of the amounts allegedly charged in excess of the
proper fuel adjustment. This same group of ratepayers also filed with
the LPSC a complaint against Entergy Corporation and Entergy Louisiana
seeking relief similar to that which they seek by their lawsuit in state
court. Management believes the lawsuit in state court and the complaint
to the LPSC are completely without merit. Entergy will vigorously defend
itself in the lawsuit.
In May 1998, a group of ratepayers filed a complaint against Entergy
Louisiana in state court in East Baton Rouge Parish purportedly on behalf
of all Entergy Louisiana ratepayers. The plaintiffs allege that the
formula ratemaking plan authorized by the LPSC has allowed Entergy
Louisiana to earn amounts in excess of a fair return. The plaintiffs
seek, among other things, (1) a declaratory judgment that the formula
ratemaking plan is an improper ratemaking practice, and (2) a refund of
the amounts allegedly charged in excess of proper ratemaking practices.
Management believes the lawsuit is completely without merit. Entergy
Louisiana will vigorously defend itself in the lawsuit.
Asbestos Litigation (Entergy Gulf States, Entergy Louisiana, and
Entergy New Orleans)
Entergy's domestic utility subsidiaries, and in particular Entergy
Gulf States, Entergy Louisiana, and Entergy New Orleans, are defendants
along with manufacturers, distributors, and other businesses in numerous
individual and class action lawsuits filed on behalf of persons claiming
injury as a result of exposure to asbestos. While Entergy and its
domestic utility subsidiaries believe that the exposure to material
liability to any single plaintiff as a result of these lawsuits is not
material, there can be no assurance that the aggregate liability in the
lawsuits to which Entergy Gulf States, Entergy Louisiana, or Entergy New
Orleans are parties would not be material as to those companies,
respectively.
Item 4. Submission of Matters to a Vote of Security Holders
Election of Board of Directors
Entergy Corporation
The annual meeting of stockholders of Entergy Corporation was held
on May 15, 1998. The following matters were voted on and received the
specified number of votes for, abstentions, votes withheld (against),
and broker non-votes:
1. Election of Directors:
<TABLE>
<CAPTION>
Broker
Name of Nominee Votes For Abstentions Votes Withheld Non-Votes
<S> <C> <C> <C> <C>
W. Frank Blount 197,742,237 N/A 14,558,746 N/A
John A. Cooper, Jr. 197,763,872 N/A 14,537,111 N/A
George W. Davis 197,559,329 N/A 14,741,654 N/A
Norman C. Francis 197,614,238 N/A 14,686,745 N/A
Robert v.d. Luft 197,702,815 N/A 14,598,168 N/A
Edwin Lupberger 177,496,679 N/A 34,804,304 N/A
Kinnaird R. McKee 197,623,536 N/A 14,677,447 N/A
Paul W. Murrill 197,693,717 N/A 14,607,266 N/A
James R. Nichols 197,787,475 N/A 14,513,508 N/A
Eugene H. Owen 197,720,711 N/A 14,580,272 N/A
John N. Palmer, Sr. 197,820,140 N/A 14,480,843 N/A
Robert D. Pugh 197,691,692 N/A 14,609,291 N/A
Wm. Clifford Smith 197,733,663 N/A 14,567,320 N/A
Bismark A. Steinhagen 197,780,078 N/A 14,520,905 N/A
</TABLE>
Subsequent to the annual meeting of stockholders, Edwin Lupberger
relinquished his duties as a director and chairman of the board of
directors. Robert v.d. Luft is now serving as chairman of the board of
directors.
2.Approval of the 1998 Equity Ownership Plan: 184,693,496 votes for;
25,946,435 votes against; 1,661,052 abstentions; and broker non-votes
are not applicable.
3.Approval of the 1998 Executive Annual Incentive Plan: 198,088,955
votes for; 9,793,680 votes against; 4,418,348 abstentions; and broker
non-votes are not applicable.
4.Ratify the appointment of independent public accountants, Coopers &
Lybrand L.L.P. for the year 1998: 209,764,961 votes for; 687,557 votes
against; 1,848,465 abstentions; and broker non-votes are not
applicable.
(Entergy Arkansas)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
Entergy Arkansas: Wayne Leonard, Frank F. Gallaher, Donald C. Hintz,
Jerry D. Jackson, R. Drake Keith, and Jerry L. Maulden.
(Entergy Gulf States)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
Entergy Gulf States: Wayne Leonard, John J. Cordaro, Frank F. Gallaher,
Donald C. Hintz, Jerry D. Jackson, and Jerry L. Maulden.
(Entergy Louisiana)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
Entergy Louisiana: Wayne Leonard, John J. Cordaro, Frank F. Gallaher,
Donald C. Hintz, Jerry D. Jackson, and Jerry L. Maulden.
(Entergy Mississippi)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
Entergy Mississippi: Wayne Leonard, Frank F. Gallaher, Donald C. Hintz,
Jerry D. Jackson, Jerry L. Maulden, and Donald E. Meiners.
(Entergy New Orleans)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
Entergy New Orleans: Robert v.d. Luft, Wayne Leonard, Jerry D. Jackson,
and Daniel F. Packer.
(System Energy)
A consent in lieu of the annual meeting of common stockholders was
executed on June 18, 1998. The consent was signed on behalf of Entergy
Corporation, the holder of all issued and outstanding shares of common
stock. The common stockholder, by such consent, elected the following
individuals to serve as directors constituting the Board of Directors of
System Energy Resources: Robert v.d. Luft, Wayne Leonard, Donald C.
Hintz, and Jerry L. Maulden.
Item 5. Other Information
Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and
Entergy London)
The domestic utility companies, System Energy, and Entergy London
have calculated ratios of earnings to fixed charges and ratios of
earnings to combined fixed charges and preferred dividends pursuant to
Item 503 of Regulation S-K of the SEC as follows:
Ratios of Earnings to Fixed Charges
Twelve Months Ended
December 31, June 30,
1993 1994 1995 1996 1997 1998
Entergy Arkansas 3.11(b) 2.32 2.56 2.93 2.54 2.62
Entergy Gulf States 1.54 (c)- 1.86 1.47 1.42 1.08
Entergy Louisiana 3.06 2.91 3.18 3.16 2.74 2.84
Entergy Mississippi 3.79(b) 2.12 2.92 3.40 2.98 3.34
Entergy New Orleans 4.68(b) 1.91 3.93 3.51 2.70 2.69
System Energy 1.87 1.23 2.07 2.21 2.31 2.39
Entergy London N/A N/A N/A N/A 1.16 1.20
Ratios of Earnings to Combined Fixed Charges
and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1993 1994 1995 1996 1997 1998
Entergy Arkansas 2.54(b) 1.97 2.12 2.44 2.24 2.30
Entergy Gulf States (a) 1.21 (c)- 1.54 1.19 1.23 (d)-
Entergy Louisiana 2.39 2.43 2.60 2.64 2.36 2.44
Entergy Mississippi 3.08(b) 1.81 2.51 2.95 2.69 3.02
Entergy New Orleans 4.12(b) 1.73 3.56 3.22 2.44 2.43
(a) "Preferred Dividends" in the case of Entergy Gulf States
also include dividends on preference stock.
(b) Earnings for the year ended December 31, 1993, include $81
million, $52 million, and $18 million for Entergy Arkansas,
Entergy Mississippi, and Entergy New Orleans, respectively,
related to a change in accounting principle to provide for
the accrual of estimated unbilled revenues.
(c) Earnings for the year ended December 31, 1994, for Entergy
Gulf States were not adequate to cover fixed charges and
combined fixed charges and preferred dividends by $144.8
million and $197.1 million, respectively.
(d) As a result of the reserves recorded for PUCT rate actions,
earnings for the twelve months ended June 30, 1998 for
Entergy Gulf States were not adequate to cover combined
fixed charges and preferred dividends by $19.3 million.
Shareholder Proposals (Entergy Corporation)
Stockholders wishing to bring a proposal before the 1999 Annual
Meeting of Stockholders, but not to include it in Entergy Corporation's
Proxy Statement, must cause written notice of the proposal to be received
by the Secretary of the Company at the principal executive offices in New
Orleans, Louisiana by no later than February 13, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits*
3(a) - By-laws of Entergy Arkansas, as amended and currently
in effect.
3(b) - By-laws of Entergy Gulf States, as amended and
currently in effect.
3(c) - By-laws of Entergy Louisiana, as amended and currently
in effect.
3(d) - By-laws of Entergy Mississippi, as amended and
currently in effect.
3(e) - By-laws of Entergy New Orleans, as amended and
currently in effect.
3(f) - By-laws of System Energy, as amended and currently in
effect.
** 4(a) - Refunding Agreement between Entergy Gulf States and
Parish of Iberville, State of Louisiana dated as of
May 1, 1998 (B-3(a) to Rule 24 Certificate dated May
29, 1998 in File No. 70-8721).
4(b) - Seventh Supplemental Indenture, dated as of July 1,
1998, to Entergy New Orleans' Mortgage and Deed of
Trust, dated as of May 1, 1987.
27(a) - Financial Data Schedule for Entergy Corporation and
Subsidiaries as of June 30, 1998.
27(b) - Financial Data Schedule for Entergy Arkansas as of
June 30, 1998.
27(c) - Financial Data Schedule for Entergy Gulf States as of
June 30, 1998.
27(d) - Financial Data Schedule for Entergy Louisiana as of
June 30, 1998.
27(e) - Financial Data Schedule for Entergy Mississippi as of
June 30, 1998.
27(f) - Financial Data Schedule for Entergy New Orleans as of
June 30, 1998.
27(g) - Financial Data Schedule for System Energy as of June
30, 1998.
27(h) - Financial Data Schedule for Entergy London as of June
30, 1998.
99(a) - Entergy Arkansas' Computation of Ratios of Earnings to
Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(b) - Entergy Gulf States' Computation of Ratios of Earnings
to Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(c) - Entergy Louisiana's Computation of Ratios of Earnings
to Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(d) - Entergy Mississippi's Computation of Ratios of
Earnings to Fixed Charges and of Earnings to Combined
Fixed Charges and Preferred Dividends, as defined.
99(e) - Entergy New Orleans' Computation of Ratios of Earnings
to Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(f) - System Energy's Computation of Ratios of Earnings to
Fixed Charges, as defined.
99(g) - Entergy London's Computation of Ratios of Earnings to
Fixed Charges, as defined.
** 99(h) - Annual Reports on Form 10-K of Entergy Corporation,
Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans,
System Energy, and Entergy London for the fiscal year
ended December 31, 1997, portions of which are
incorporated herein by reference as described
elsewhere in this document (filed with the SEC in File
Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-5807,
1-9067, and 333-33331, respectively).
** 99(i) - Quarterly Reports on Form 10-Q of Entergy Corporation,
Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans,
System Energy, and Entergy London for the quarter
ended March 31, 1998, portions of which are
incorporated herein by reference as described
elsewhere in this document (filed with the SEC in File
Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-5807,
1-9067, and 333-33331, respectively).
___________________________
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation
agrees to furnish to the Commission upon request any instrument with
respect to long-term debt that is not registered or listed herein as an
Exhibit because the total amount of securities authorized under such
agreement does not exceed ten percent of Entergy Corporation and its
subsidiaries on a consolidated basis.
* Reference is made to a duplicate list of exhibits being
filed as a part of this report on Form 10-Q for the quarter
ended June 30, 1998, which list, prepared in accordance
with Item 102 of Regulation S-T of the SEC, immediately
precedes the exhibits being filed with this report on Form
10-Q for the quarter ended June 30, 1998.
** Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
Entergy Mississippi
A Current Report on Form 8-K, dated April 3, 1998,
was filed with the SEC on April 3, 1998, reporting
information under Item 5. "Other Events" and Item 7.
"Financial Statements. Pro Forma Financial
Information and Exhibits".
Entergy Corporation and Entergy New Orleans
A Current Report on Form 8-K, dated April 15, 1998,
was filed with the SEC on April 21, 1998, reporting
information under Item 5. "Other Events".
Entergy New Orleans
A Current Report on Form 8-K, dated April 28, 1998,
was filed with the SEC on April 28, 1998, reporting
information under Item 5. "Other Events".
Entergy New Orleans
A Current Report on Form 8-K/A, dated April 28, 1998,
was filed with the SEC on April 29, 1998, reporting
information under Item 5. "Other Events".
Entergy New Orleans
A Current Report on Form 8-K/A, dated April 28, 1998,
was filed with the SEC on April 29, 1998, reporting
information under Item 5. "Other Events".
Entergy Corporation and Entergy Gulf States
A Current Report on Form 8-K, dated May 4, 1998, was
filed with the SEC on May 12, 1998, reporting
information under Item 5. "Other Events".
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized. The signature for each
undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.
ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY LONDON INVESTMENTS PLC
/s/ Louis E. Buck
Louis E. Buck
Vice President, Chief Accounting
Officer and Assistant Secretary
(For each Registrant and for each as
Principal Accounting Officer)
Date: August 5, 1998
Exhibit 3(a)
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
AS OF
SEPTEMBER 11, 1992
<PAGE>
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
ARTICLE I
OFFICES
The principal business office of the Company shall be in
Little Rock, Arkansas.. The Company may also have offices at
such other places as the Board of Directors may from time to time
designate.
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF HOLDING MEETINGS. Meetings of the
shareholders shall be held in the offices of the Company in the
City of Little Rock, State of Arkansas; or may be held at other
places in or outside the State of Arkansas.
Section 2. ANNUAL MEETINGS OF SHAREHOLDERS - ELECTION OF
DIRECTORS. The annual meeting of the shareholders for the
election of directors and the transaction of such other corporate
business as may properly come before such meeting, shall be held
on the third Wednesday in May unless such day is a legal holiday,
in which case such meeting shall be held on the first day
thereafter which is not a legal holiday, unless the shareholders
elect to hold the annual meeting on a substitute date.
At each annual meeting the shareholders entitled to
vote shall elect directors in the number provided by these Bylaws
to serve until the next annual meeting, unless there is arrearage
in the payment of preferred stock dividends as hereinafter
stated. If dividends payable on any shares of the Preferred Stock
at any time outstanding shall be in arrears in an amount equal to
or greater than the aggregate dividends accumulated on the
outstanding Preferred Stock in any period of twelve (12) months,
then the holders of the Preferred Stock, voting separately from
the holders of the Common Stock, shall be entitled to elect the
smallest number of directors necessary to constitute a majority
of the then authorized number of directors, and the remaining
directors shall be elected as first provided in this section;
provided that if and when accumulated and unpaid dividends on the
then outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, then at the next annual
meeting of the shareholders, or earlier at a special meeting of
the shareholders duly convened for such purpose, new directors
may be elected by the vote of the shareholders of the Company as
first provided in this section.
In the event of the failure to hold the annual meeting of
shareholders, or should be shareholders fail to elect directors
at the annual meeting, then in either case the director for the
ensuing year may be elected at a special meeting of the
shareholders called for such purpose.
At each annual meeting the shareholders may transact such
other corporate business as may properly come before said
meeting.
Section 3. SPECIAL MEETING OF SHAREHOLDERS. Special
meetings of the shareholders entitled to vote upon any matters
may be held upon call of the Chairman of the Board, the
President, the Board of Directors, the Executive Committee, or
shareholders holding at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the
proposed special meeting, provided that such shareholders deliver
to the Company's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be
held. Notice of special meetings shall be given in regular
manner.
Section 4. NOTICE OF SHAREHOLDERS Meetings. Written or
printed notice of all meetings of shareholders stating the date,
time, and place of the meeting and in the case of a special
meeting a description of the purpose or purposes for which the
meeting is being called shall be mailed by either the Chairman of
the Board, the President, or the Secretary to each shareholder of
record entitled to vote at his last known post office address, at
least ten (10) days and no more than sixty (60) days before the
meeting except as otherwise provided by law. Such notice shall be
deemed to be given when deposited in the mail, postage prepaid,
directed to the shareholder at his post office address as it
appeals on the records of the Company. For any meeting of
shareholders called to consider matters on which all the
shareholders are not entitled to vote, notice need not be sent to
those shareholders who are not entitled to vote at such meeting
but only to those shareholders of the class or classes entitled
to vote.
Section 5. QUORUM; VOTE REQUIRED FOR ACTION. A majority of
the votes entitled to be cast by the shareholders of the Company
representing a separate voting group must be present in person or
by proxy at each meeting of the shareholders to constitute a
quorum. A majority of the votes cast by a voting group shall
decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Amended
and Restated Articles of Incorporation.
Section 6. ADJOURNMENTS. Any meeting of shareholders,
annual or special, may adjourn from time to time to reconvene at
the same or some other place, and notice. need not be given of
any such adjourned meeting if the time and place thereof are
announced at the meeting in which the adjournment is taken. At
the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting. If after the
adjournment a new record date is fixed for the adjourned meeting,
which must be done if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the
original meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the
meeting in the manner provided by these Bylaws.
Section 7. OFFICERS FOR SHAREHOLDERS MEETINGS. Meetings
of. shareholders shall be presided over by (in the order
following) the Chairman of the Board, the President, or such
officer as may be named for the purpose by resolution of the
Board of Directors, or if no such officer is present, by a
Chairman elected at the meeting. The Secretary of the Company
shall act as Secretary of such meeting, if present. In his
absence or incapacity to serve, the presiding Chairman may
appoint a Secretary.
Section 8. PROXIES. Each shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons
to act for him by proxy, but no such proxy shall be voted or
acted upon after eleven (11) months from its date, unless the
proxy provides for longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient at law to
support an irrevocable power. A shareholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy
or another duly executed proxy bearing a later date with the
Secretary of the Company. Proxies shall be dated and shall be
filed with the records of the meeting.
Section 9. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF
RECORD. In order that the Company may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect to any
change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy (70)
days nor less than ten (10) days before the date of such meeting
nor more than seventy (70) days prior to any other action. If no
record date is flexed: (i) the record date for determining
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; and (ii) the record date for
determining shareholders for any other purpose shall be at the
close of business on the date on which the Board of Directors
adopts a resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, the Board of Directors may fix a new
record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred and twenty
(120) days after the date fixed for the original meeting.
Section 10. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After
fixing the record date for a meeting, the Secretary shall prepare
an alphabetical listing of the names of all of the shareholders
of the Company who are entitled to notice of the shareholders'
meeting, which list must be arranged by voting group (and within
each voting group by class or series of shares) and must show the
address of and number of shares held by each such shareholder.
The shareholders list must be made available for inspection by
any shareholder, beginning two (2) business days after notice of
the meeting is given for which the list was prepared and
continuing through the meeting, at the Company's main office or
at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent, or attorney shall
be entitled on written demand to inspect and to copy the list
during regular business hours and during the period it is
available for inspection. The Company shall make the shareholders
list available at the meeting, any shareholder, his agent, or
attorney shall be entitled to inspect the list at any time during
the meeting or any adjournment thereof.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Unless
otherwise restricted by law or the Amended and Restated Articles
of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the shareholders may be taken
without a meeting, without prior notice and without a vote, if
one or more written consents, setting forth the action taken,
shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. All written
consents executed by one or more shareholders shall be included
in the minutes or filed with the corporate records. Prompt notice
of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those
shareholders who have not consented in writing. In addition, if
it is required by law that notice of the proposed action be given
to nonvoting shareholders and the action is to be taken by
written consent of the voting shareholders, the Company must give
its nonvoting shareholders written notice of the proposed action
at least ten (10) days before the action is taken.
ARTICLE III
DIRECTORS
Section 1. NUMBER: GENERAL DUTIES: TERM; ELIGIBILITY: AND
REMOVAL. The number of directors constituting the Board of
Directors of this Company shall be eighteen (18).
Ownership of capital stock of the Company shall not be a
prerequisite to serving as a Director.
Any Director, who is also an officer (except the chief
executive officer or a former chief executive officer) or
employee of the Company, shall not be eligible for re-election
after the date of his retirement as an officer or employee of the
Company; however, he shall be permitted to complete the regular
term of the office as a Director which he is serving at the time
of his retirement. A Director who is or has previously been the
Company's chief executive officer at the time of his retirement
from active employment with the Company, or a Director who is not
an officer or employee of the Company, shall not be eligible for
re-election after his seventieth birthday, but he shall be
permitted to complete the regular term of office as a Director
which he is serving at the time he reaches his seventieth
birthday.
Directors shall continue to serve until their successors are
duly elected and qualified, unless prevented by death,
resignation or inability to serve or by removal as provided in
the Amended and Restated Articles of Incorporation.
Section 2. QUORUM: VOTE REQUIRED FOR ACTION. A majority of
the directors shall constitute a quorum at any meeting, except
when otherwise provided by law; provided, however, that a
majority of the directors present may adjourn any meeting, from
time to time, and the meeting may be held, as adjourned, without
further notice; if at least one-third (1/3) of the directors are
present at the meeting. Except in cases in which the Amended and
Restated Articles of Incorporation or these Bylaws provide
otherwise the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 3. ORGANIZATION. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if
any, or in his absence by a Vice Chairman of the Board, if any,
or in his absence by the President, or in their absence, by a
Chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the Chairman of the
meeting may appoint any person to act as secretary of the
meeting.
Section 4. MEETINGS AND NOTICES OF MEETINGS. Meetings of
the Board of Directors shall be held at the times fixed by
resolution of the Board, or upon call of the Chairman of the
Board, the President, or any two directors, and may be held at
any place within or without the State of Arkansas. The Secretary,
or an officer performing his duties, shall give reasonable notice
(which must be at least two (2) days' prior notice) of all
meetings of the directors called, provided that a meeting may be
held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time
without notice if all the directors are present, or if those not
present waive notice either before or after the meeting.
Section 5. FEES AND COMPENSATION OF DIRECTORS. The Board of
Directors shall have the power to authorize the payment of
compensation to the directors for services to the Company,
including fees for attendance at meetings of the Board of
Directors. of the Executive Committee, and all other committees,
and to determine the amount of such compensation and fees.
Section 6. ELECTION OF OFFICERS. The Board of Directors, as
soon as may be after the election of directors in each year,
shall elect officers to serve until the next annual meeting of
the shareholders and until their successors in office are elected
and qualified. The officers to be so elected are:
(a) President (who shall be a Director
of the Company and who may also
be Chairman of the Board).
(b) Vice President.
(c) Treasurer.
(d) Secretary.
The Board of Directors may also elect a Chairman of the
Board (who shall be a Director of the Company and who may also be
President), one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries.
The Board of Directors may also, from time to time, appoint
such other officers and give them such duties as the Board may
deem proper. The same person may be elected to more than one
office.
Section 7. SALARIES OF OFFICERS. The Board of Directors
shall fix salaries and compensation to be paid to officers of the
Company or shall designate such person who shall be authorized to
fix salaries and compensation to be paid to officers of the
Company.
Section 8. VACANCIES. Vacancies occurring among the
directors shall be filled as provided in the Amended and Restated
Articles.
Section 9. INFORMAL ACTION BY DIRECTORS. Unless otherwise
restricted by the Amended and Restated Articles of Incorporation
or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes or
proceedings of the Board or committee. Action taken under this
section of the Bylaws is effective when the last director signs
the consent, unless the consent specifies a different effective
date.
Section 10. TELEPHONIC MEETINGS PERMITTED. Members of the
Board of Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can
simultaneously hear each other, and participation in a meeting
pursuant to this Bylaw shall constitute presence in person at
such meeting.
Section 11. GENERAL POWERS OF DIRECTORS. The Board of
Directors shall have the power to manage the business of the
Company and, subject to the restrictions imposed by law and by
the Amended and Restated Articles of Incorporation, may exercise
all the powers of the Company.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEES. The Board of Directors,
after their election in each year, may appoint an Executive
Committee to consist of the Chief Executive Officer and such
additional number of directors as the Board may from time to time
determine. Such Committee shall have and may exercise all the
powers of the Board during the intervals between its meetings,
which may be lawfully delegated, subject to such limitations as
may be provided by resolution of the Board. The Board shall have
the power at any time to change the membership of such Committee
and to fill vacancies in it. the Executive Committee may make
rules for the conduct of its business and may appoint such
committees and assistants as it may deem necessary. The Board may
from time to time determine by resolution the number of members
of such committee required to constitute a quorum.
Section 2. OTHER COMMITTEES. The Board of Directors may by
resolution appoint other committees of directors to perform such
duties and take such action as may be lawfully delegated and as
the Board may authorize and direct. The Board shall have the
power at any time to change the membership of such committees, to
fill vacancies in committee personnel and rescind the power and
authority of such committees.
Section 3. MINUTES OF MEETINGS. All committees shall keep
regular minutes of their proceedings and report the same to the
Board of Directors.
Section 4. EX-OFFICIO MEMBERS. The Chairman of the Board of
Directors and the President of the Company shall both be ex-
officio members of each duly appointed committee.
Section 5. COMMITTEE RULES. Unless the Board of Directors
otherwise provides, each committee designated by the Board of
Directors may make, alter, and repeal rules for the conduct of
its business. In the absence of such rules, each committee shall
conduct its business in the same manner as the Board of Directors
conduct its business pursuant to Article III of these Bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Company shall be a
President one or more Vice Presidents, a Secretary, a Treasurer,
and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may elect. The Board of Directors may from
time to time elect such other officers as they may deem proper.
The same person may be elected or appointed to more than one
office. All officers shall serve from their election until the
next annual meeting of the shareholders and until their
successors in office are elected and qualified, unless they shall
resign, become disqualified, or be removed.
Section 2. DUTIES. The officers of the Company shall have
such duties, except as modified by the Board of Directors, as
generally pertain to their offices respectively, as well as such
powers and duties provided in these Bylaws and as may from time
to time be conferred by the Board of Directors.
Section 3. RESIGNATION: REMOVAL: VACANCIES. Any officer may
resign at any time upon written notice to the Company. The Board
of Directors may remove any officer with or without cause at any
time, but such removal shall be without prejudice the contractual
rights of such officer, if any, with the Company. Any vacancy
occurring in any office of the Company by death, resignation,
removal or otherwise may be filled for the unexplored portion of
the term by the Board of Directors at any regular or special
meeting.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATES OF STOCK. Certificates of stock of
the Company must bear the corporate seal of the Company and shall
be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Company, but when any such certificate
is signed by a Transfer Agent or Registrar, the signature of any
such corporate officer and the corporate seal upon such
certificate may be facsimiles, engraved or printed. The stock of
the Company shall be transferable or assign able on the books of
the Company by the holders in person or by attorney on the
surrender of the certificates therefore duly endorsed. The Board
3f Directors may appoint one or more transfer agents and
registrars of the stock.
Section 2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES:
ISSUANCE OF NEW CERTIFICATES. The company may issue a new
certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen, or destroyed,
and the Company may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative, to give the
Company a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new
certificate.
Section 3. CLASSES OF STOCK - DESIGNATION. If the Company
shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and
relative, participating, option or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights shall
be set forth in full or summarized on the face or back of the
certificate which the Company shall issue to represent such class
or series of stock, provided, that except as otherwise provided
by Arkansas law, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate which the
Company shall issue to represent such class or series of stock, a
statement that the Company will furnish without charge to each
shareholder who so requests the designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights.
Section 4. DIVIDENDS. The directors may declare dividends
upon the capital stock of the Company as and when they deem
advisable and according to law.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. RIGHT TO INDEMNIFICATION. Each person (including
here and hereinafter, the heirs, executors, administrators, or
estate of such person) (1) who is or was a director or officer of
the Company, (2) who is or was an employee of the Company other
than an officer, (3) who is or was an agent of the Company and
whom the Corporation has expressly agreed to indemnify, or (4)
who is or was serving at the request of the Company as a
director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Company as of right to the fullest extent
permitted or authorized by the Arkansas Business Corporation Act
of 1987 (sometimes referred to herein as the "1987 Act") or
subsequent legislation (but in the case of any such subsequent
legislation, only to the extent that it permits the Company to
provide broader indemnification rights than permitted prior to
such legislation), against any liability or expense, awarded or
assessed against him, or incurred by him, or paid or to be paid
by him in settlement thereof, in his capacity as such director,
officer, employee or agent,. or arising out of his status as such
director, officer, employee, or agent, including expenses and
amounts paid by him in settlement of any proceeding asserted or
brought against him by or in the right of any person, including
the Company, in any such capacity or arising out of his status as
such. Each director, officer, employee, or agent of the Company
to whom indemnification rights under this Article VII have been
or may be granted is referred to herein as an "Indemnified
Person".
The Board of Directors may, upon approval of such director,
officer, employee, or agent of the Company, authorize the
Company's counsel to represent such person in any proceeding,
whether or not the Company is a party to such proceeding.
Notwithstanding the foregoing, except as specified in
Section 3 of this Article, the Company shall indemnify an
Indemnified Person in connection with a proceeding (or part
thereof) initiated by such Indemnified Person only if
authorization for such proceeding (or part thereof) was not
denied by the Board of Directors of the Company prior to sixty
(60) days after receipt by the Company of written notice thereof
from such person.
Section 2. ADVANCEMENT OF EXPENSES. Costs, charges and
expenses incurred by a director, officer or employee in defending
a proceeding shall be paid by the Company to the fullest extent
permitted or authorized by the applicable Arkansas Act pursuant
to Section 1 of this Article or subsequent legislation (but in
the case of any such subsequent legislation, only to the extent
that it permits the Company to provide broader rights to advance
costs, charges and expenses than permitted prior to such
legislation) in advance of the final disposition of such
proceeding, within fourteen (14) days after the receipt by the
Company of a written statement from such director, officer or
employee requesting such an advancement together with an
undertaking, if required by law at the time of such advance, by
or on behalf of the person seeking such advance, to repay all
amounts so advanced in the event that it shall ultimately be
determined that such person is not entitled to be indemnified by
the Company as authorized in this Article. In the case of agents
of the Company, advancements of costs, charges and expenses may
be made upon such other terms and conditions as the Board of
Directors may deem appropriate.
Section 3. PROCEDURE FOR INDEMNIFICATION AND OBTAINING
ADVANCEMENT OF EXPENSES. Any indemnification of liabilities and
expenses or advancement of expenses under this Article shall be
made promptly, and, in the case of indemnification, in any event
within sixty (60) days of receipt by the Company of the written
request of the Indemnified Person, or, in the case of advancement
of expenses, as set forth in Section 2 of this Article. If the
Company denies such request in whole or in part or if no
disposition thereof is made within the applicable time limit or
if the Company otherwise fails to provide indemnification or
advancement as provided for in this Article, and despite any
contrary determination by or on behalf of the Company in the
specific case, the Indemnified Person may enforce his right to
indemnification or advancement, or both, in an appropriate
proceeding brought in a court of competent jurisdiction and shall
be entitled to such indemnification or advancement, or both, as
the court shall by order direct. Such person's reasonable
expenses in obtaining court-ordered indemnification or.
advancement shall be reimbursed by the Company. No such contrary
determination by or on behalf of the Company shall be a defense
to such proceeding or create a presumption. that the claimant has
not met the applicable standard of conduct, if any, for
indemnification or for an advancement pursuant to Section 1 or
Section 2 of this Article. It shall be a defense to any such
action that the claimant has not met the applicable standard of
conduct, if any, pursuant to Section 1 or Section 2 of this
Article.
Section 4. OTHER RIGHTS: CONTINUATION OF RIGHT TO
INDEMNIFICATION AND ADVANCEMENTS. The rights to indemnification
and to advancements provided by this Article shall not be deemed
exclusive of any other or further rights to which a person
seeking indemnification or advancements may be entitled under any
law (common or statutory), agreement, vote of shareholders or
disinterested directors or otherwise, either as to action taken
or omitted to be taken in his official capacity or as to action
taken or omitted to be taken in another capacity while holding
office or while employed by or acting as agent for the Company,
and shall continue as to an Indemnified Person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person. All rights to indemnification and to advancements of
expenses under this Article shall be deemed to be a contract
between the Company and each Indemnified Person. Any repeal or
modification of this Article or any repeal or modification of
relevant provisions of the applicable Arkansas Business
Corporation Act or any other applicable law shall not m any way
diminish any right to indemnification or to advancement of
expenses of such Indemnified Person, or the obligations of the
Company, arising hereunder for claims relating to matters
occurring prior to such repeal or modification.
Section 5. INSURANCE AND OTHER ARRANGEMENTS. The Company
may maintain insurance, at its expense, to protect itself and/or
any person who is or was or has agreed to become a director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against him or
incurred by him or on his behalf in any such capacity, or arising
out of his status as such, whether or not the Company would have
the legal power to directly indemnify him against such liability.
The Company may also obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or
other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any asset or properties of
the Company, or use any other mechanism or arrangement whatsoever
in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate for
the protection of any or all such persons.
Section 6. SEPARABILITY. If this Article or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Company shall be nevertheless
indemnify each director and officer, and each employee and agent
of the Company as to whom the Company has agreed to grant
indemnity, as to liabilities and expenses, and amounts paid or to
be paid in settlement with respect to any proceeding, including
an action by or in the right of the Company, to the full extent
permitted by any applicable portion of this Article that shall
not have been invalidated and to the full extent permitted by
applicable law.
Section 7. TERMS. For purposes of this Article and in each
case without limiting the generality thereof, the term "other
enterprises" includes employee benefit plans; the term "expenses"
includes reasonable counsel fees; the term "liability" includes
obligations to pay a judgment, settlement, penalty, fine
(including an excise tax assessed on a person with respect to any
employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding; the term "proceeding"
includes any threatened, pending, or completed action, suit, or
other type of proceeding, whether civil, criminal,
administrative, or investigative; and the term "serving at the
request of the Company" includes any service as a director,
officer, employee or agent of the Company that imposes duties on
or involves services by such persons, including duties relating
to an employee benefit plan and its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. DEPOSITARIES. The Board of Directors is
authorized to select such depositaries as it shall deem proper
for the funds of the Company, or may authorize the proper
officers of the Company to do so. Checks and drafts against such
deposited funds shall be signed and countersigned by officers or
persons to be specifically specified by the Board of Directors.
Section 2. WAIVERS. Whenever under the provisions of these
Bylaws or of any law the shareholders or directors are authorized
to hold any meeting or take any action after notice or after the
lapse of any prescribed period of time, such meeting or action
may be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time signed
by every person entitled to such notice who did not properly
receive such notice or by his attorney or attorneys thereunto
authorized, either before or after the meeting or action to which
such notice relates. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, unless the person
at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and with respect to
directors does not vote for or assent to the action taken. In
addition, with respect to shareholders, attendance of a person at
a meeting shall constitute a waiver of objection to consideration
of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the
person objects to considering the matter when it is presented.
All waivers of notice shall be filed with the minutes of the
meeting.
Section 3. EXECUTION OF CHECKS, NOTES, ETC. All checks and
drafts on the Company's bank accounts and all bills of exchange,
promissory notes, acceptances, obligations and other instruments
for the payment of money shall be signed by the President or any
Vice President and by the Treasurer or any Assistant Treasurer,
or shall be signed by such other officer or officers, person or
persons, as shall be thereunto authorized by the Board of
Directors or the Executive Committee, or shall be signed by such
officer or officers, person or persons, as shall be thereunto
authorized in the indenture relating to a security issued by the
Company provided that when specifically authorized by the Board
of Directors, the signature of any corporate officer or other
person and the corporate seal upon instruments described above
may be facsimile, engraved or printed.
Section 4. CORPORATE SEAL. The corporate seal of the
Company shall be in such form as required by law and as the Board
of Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile, engraved
or printed.
Section 5. DIRECTORS EMERITUS AND ADVISORY DIRECTORS. Any
individual who shall have served as a Director of this Company
may by action of either the shareholders or the Board of
Directors be declared to be a Director Emeritus for the remainder
of his natural life as recognition of the past services rendered
to the Company. A Director Emeritus, as such, shall not have the
right to vote at meetings of the Board of Directors. A Director
Emeritus shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Any individual who shall have served as a Director of this
Company may by action of either the shareholders or the Board of
Directors be declared to be an Advisory Director who shall serve
for a term not exceeding one (1) year from the date of his
election. An Advisory Director, as such, shall not have the right
to vote at meetings of the Board of Directors. An Advisory
Director shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Section 6. INSPECTION OF BYLAWS. A copy of the Bylaws, with
all amendments thereto, shall at all times be kept in a
convenient place at the main office of the Company, and shall be
open for inspection to all shareholders during normal business
hours.
Section 7. INTERESTED DIRECTORS AND OFFICERS: QUORUM. No
contract or transaction between the Company and one or more of
its directors or officers, or between the Company and any other
company, partnership, association, or other organization in which
one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such
purposes, if: (l) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested
directors; provided, however, that the contract or transaction
may not be authorized, approved, or ratified by a single
director; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
a vote of the shareholders; or (3) the contract or transaction is
fair to the Company. If a majority of the disinterested directors
vote to authorize, approve, or ratify the contract or
transaction, a quorum shall be deemed present for purpose of
taking action under this Section 7. If the contract or the
transaction is approved by shareholders, the shares owned by or
voted under the control of an interested director or an
interested company, partnership, association, or other
organization in which one or more of the Company's directors or
officers are directors or officers, or have a financial interest,
shall not be counted in the vote of shareholders. The vote of
such shares, however, shall be counted in determining whether the
transaction or contract is approved under the Amended and
Restated Articles of Incorporation or the Arkansas Business
Corporation Act of 1981. A majority of the shares that are
entitled to be counted in a vote on the transaction or contract
under this Section 7 constitutes a quorum for the purpose of
taking action under this Section 7.
Section 8. FORM OF RECORDS. Any records maintained by the
Company in the regular course of its business, including a stock
ledger, books of account, and minute books, may be kept on, or by
in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Company shall so
convert any records so kept upon the request of any person
entitled to inspect the same.
Section 9. AMENDMENT OF BYLAWS. Except as otherwise
provided by law and the Articles of Incorporation, these Bylaws
may be amended, changed or altered by either the shareholders or
Board of Directors at a duly convened meeting, the notice of
which includes notice of the proposed amendment, change or
alteration.
<PAGE>
Consent of Stockholder
of
Arkansas Power & Light Company
This Consent is executed, pursuant to the provisions of Ark. Code
Ann. Section4-27-704 (Repl. 1991) by Entergy Corporation, the
holder of all the issued and outstanding common stock of Arkansas
Power & Light Company, in lieu of a meeting of stockholders.
Pursuant to authority granted under the provisions of the
statutes of the State of Arkansas and by the Bylaws of Arkansas
Power & Light Company, the first paragraph of Section 1 of
Article III of the Bylaws of Arkansas Power & Light Company is
amended to read as follows:
"Section 1. NUMBER; GENERAL DUTIES; TERM; ELIGIBILITY; AND
REMOVAL. The shareholders or the Board of Directors shall
have the power from time to time to fix the number of
directors of the Company, provided that the number so fixed
shall not be less than three (3) or more than fifteen (15)."
Pursuant to the authority granted by Article EIGHTH (a) of the
Amended and Restated Articles of Incorporation of Arkansas Power
& Light Company, the number of directors of Arkansas Power &
Light Company is fixed at six (6) and the following individuals
are hereby nominated and elected to serve as the directors
constituting the Board of Directors of Arkansas Power & Light
Company until their successors shall be elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
R. Drake Keith
Edwin Lupberger
Jerry L. Maulden
The corporate acts and actions taken by the Board of Directors
and officers of the Company since the annual meeting of
stockholders held on May 26, 1993, be and hereby are ratified and
approved.
IN WITNESS WHEREOF, this Consent has been executed on this 5th
day of May, 1994.
ENTERGY CORPORATION
By: /s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
<PAGE>
Unanimous Written Consent of the
Board of Directors of Entergy Arkansas, Inc.
The undersigned, being all the Directors of Entergy
Arkansas, Inc., an Arkansas corporation (the "Corporation"), do
hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Ark. Code Ann. 4-27-821, do
hereby take the following action without a meeting and consent to
such action by our execution of this consent, intending it to
have the same force and effect as a unanimous vote at a meeting:
RESOLVED, that Section 6 of Article III of the bylaws
of the Corporation be deleted and replaced with the
following Section 6:
"Section 6. Election of Officers. The Board
of Directors shall elect officers of the
Corporation as designated in Article V of
these bylaws.
RESOLVED, that Article III of the bylaws of the
Corporation be amended by adding an additional Section
12 thereto which shall be and read as follows:
"Section 12. Chairman of the Board. The
Board of Directors shall designate one of its
members as Chairman of the Board. The
position of Chairman of the Board is not an
officer position; therefore, the Chairman of
the Board need not be an officer of the
Corporation."
RESOLVED, that Article V of the Bylaws of the Corporation be
deleted and replaced with the following Article V:
ARTICLE V.
OFFICERS.
Section 1. The Board of Directors shall elect
individuals to occupy at least three executive
offices: President, Secretary and Treasurer. In
its discretion, the Board of Directors may elect
individuals to occupy other executive offices,
including Chief Executive Officer, Vice Chairman,
Chief Operating Officer, Vice President and such
other executive offices as the Board shall
designate. Officers shall be elected annually and
shall hold office until their respective
successors shall have been duly elected and
qualified, or until such officer shall have died
or resigned or shall have been removed by majority
vote of the whole Board. To the extent permitted
by the laws of the State of Arkansas, individuals
may occupy more than one office.
Section 2. President. The President shall
perform duties incident to the office of a
president of a corporation and such other duties
as from time to time may be assigned to him by the
Board of Directors, by the Executive Committee or,
if the Board has elected a Chief Executive Officer
and if the Chief Executive Officer is not the
President, by the Chief Executive Officer.
Section 3. Vice Presidents. Each Vice
President shall have such powers and shall perform
such duties as from time to time may be conferred
upon or assigned to him by the Board of Directors
or the Executive Committee, or as may be delegated
to him by the President or the Chief Executive
Officer.
Section 4. Secretary. The Secretary shall
keep the minutes of all meetings of the
stockholders and of the Board of Directors in
books provided for the purpose; shall see that all
notices are duly given in accordance with the
provisions of law and these bylaws; shall be
custodian of the records and of the corporate seal
of the Corporation; shall see that the corporate
seal is affixed to all documents the execution of
which under the seal is duly authorized, and when
the seal is so affixed he may attest the same; may
sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President,
certificates of stock of the Corporation; and, in
general, shall perform all duties incident to the
office of a secretary of a corporation, and such
other duties as from time to time may be assigned
to the Secretary by the Chief Executive Officer,
the Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.
The Secretary shall also keep, or cause to be
kept, a stock book, containing the name,
alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their
places of residence, the number of shares held by
them respectively, and the time when they
respectively became the owners thereof.
Section 5. Treasurer. The Treasurer shall
have charge of and be responsible for all funds,
securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks,
trust companies or other depositories as shall,
from time to time, be selected by the Board of
Directors. The Treasurer may endorse for
collection on behalf of the Corporation, checks,
notes and other obligations; may sign receipts and
vouchers for payments made to the Corporation
singly or jointly with another person as the Board
of Directors may authorize; may sign checks of the
Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of
the Board, the President and the Board of
Directors, whenever requested, an account of the
financial condition of the Corporation; may sign,
with the Chairman of the Board, a Vice Chairman,
the President or a Vice President, certificates of
stock of the Corporation; and, in general, shall
perform all the duties incident to the office of a
treasurer of a corporation, and such other duties
as from time to time may be assigned to him by the
Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.
Section 6. Subordinate Officers. The Board of
Directors may appoint such assistant secretaries,
assistant treasurers and other officers as it may
deem desirable. Each such officer shall hold
office for such period, have such authority and
perform such duties as the Board of Directors may
prescribe. The Board of Directors may, from time
to time, authorize any officer to appoint and
remove such officers and to prescribe the powers
and duties thereof.
Section 7. Vacancies; Absences. Any vacancy
in any of the above offices may be filled for the
unexpired portion of the term by the Board of
Directors at any regular or special meeting.
Except when the law requires the act of a
particular officer, the Board of Directors or the
Executive Committee, whenever necessary, may, in
the absence of any officer, designate any other
officer or properly qualified employee, to perform
the duties of the one absent for the time being,
and such designated officer or employee shall
have, when so acting, all the powers herein given
to such absent officer.
Section 8. Resignations. Any officer may
resign at any time by giving written notice of
such resignation to the Board of Directors, the
Chairman of the Board, a Vice Chairman, the
President or the Secretary. Unless otherwise
specified therein, such resignation shall take
effect upon written receipt thereof by the Board
of Directors or by such officer.
RESOLVED, That Wayne Leonard be, and he hereby is, elected
Chairman of the Board of the Corporation.
RESOLVED, That an Executive Committee be elected consisting
of Messrs. Leonard (Chairman), Maulden and Jackson.
RESOLVED, That Cathy Cunningham, Richard P. Herget, Jr.,
Tommy H. Hillman, Raymond P. Miller, Sr., William C. Nolan,
Jr., Woodson D. Walker, Gus B. Walton, Jr. and Michael E.
Wilson be, and they hereby are, elected Advisory Directors
of the Company to serve until the next election of Advisory
Directors and until their successors are elected and
qualified.
RESOLVED, That Coopers & Lybrand be, and they hereby are,
appointed as independent accountants of the Company to
perform the audit of the Company's books for the year 1998.
RESOLVED, That the Approval Authority Policy, as attached,
be, and it hereby is, approved.
RESOLVED, That the following persons be, and they hereby
are, elected to the offices set opposite their names to
serve until the next election of officers and until their
successors are elected and qualified:
Wayne Leonard Chief Operating Officer
Jerry L. Maulden Vice Chairman
R. Drake Keith President
William D. Bandt Executive Vice President-Retail
Services
Frank F. Gallaher Executive Vice President and Chief
Utility Operating Officer
Donald C. Hintz Executive Vice President and Chief
Nuclear Operating Officer
Jerry D. Jackson Executive Vice President and Chief
Administrative Officer
C. John Wilder Executive Vice President and Chief
Financial Officer
C. Gary Clary Senior Vice President-Human Resources
and Administration
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Michael G. Thompson Senior Vice President, General
Counsel and Secretary
Cecil L. Alexander Vice President-State Governmental
Affairs
Louis E. Buck, Jr. Vice President, Chief Accounting
Officer and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
C. Hiram Walters Vice President-Customer Service
Laurence M. Hamric Assistant Secretary
Shirley A. Hunter Assistant Secretary
Christopher T. Screen Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Frank F. Gallaher R. Drake Keith
_______________________ _______________________
Donald C. Hintz Wayne Leonard
_______________________ _______________________
Jerry D. Jackson Jerry L. Maulden
Exhibit 3(b)
GULF STATES UTILITIES COMPANY
TRANSCRIPT FROM THE RECORDS OF MEETING OF THE
BOARD OF DIRECTORS HELD ON NOVEMBER 12, 1992
*****************************************************************
RESOLVED, that this Board of Directors hereby further waives the
terms of Article IX of the Company's Bylaws regarding mandatory
retirement age of directors to allow Robert H. Barrow to continue
to serve as a member of the Board of Directors until the Annual
Meeting of Shareholders in May, 1994.
*****************************************************************
I, Leslie D. Cobb, Vice President and Secretary of Gulf
States Utilities Company, a wholly-owned subsidiary of Entergy
Corporation, I hereby certify that the foregoing is a true and
correct copy of a certain resolution duly adopted by the Board of
Directors of said Company at a Special Meeting of said Board duly
convened and held on November 12, 1992, at which meeting a quorum
for the transaction of business was present and acting
throughout.
I further certify that said resolution has not been amended
or revoked and that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have
affixed the corporate seal of said Company this 28th day of
January, 1994.
Leslie D Cobb
Vice President & Secretary
Gulf States Utilities Company
Amended January 28, 1994
<PAGE>
BYLAWS
GULF STATES UTILITIES COMPANY
<PAGE>
BYLAWS
of
GULF STATES UTILITIES COMPANY
ARTICLE I.
Name.
The name of this Corporation shall be GULF STATES UTILITIES
COMPANY.
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at the
principal office of the Company, 350 Pine Street, Beaumont,
Texas. With or Without motion, the Chairman of any meeting of the
Shareholders may appoint Inspectors and Tellers for such meeting
who shall examine into the qualifications of the Shareholders
present in person or represented at the meeting by proxy, report
the shares represented at the meeting and tabulate the vote on
such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on the first Thursday in May in each year if not a
legal holiday and, if a legal holiday, then on the next
succeeding Thursday not a legal holiday. In the event that such
Annual Meeting is omitted by circumstances beyond the control of
the Company or otherwise on the date herein provided for, the
Directors shall cause a meeting in lieu thereof to be held as
soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as
if transacted or held at the Annual Meeting. Such subsequent
meeting shall be called in the same manner and as provided for
Special Shareholders' Meetings.
ARTICLE IV.
Special Meetings.
Special Meetings of the Shareholders of this Corporation
shall be held whenever called by the Chairman of the Board of
Directors, the Vice Chairman, the President, a Vice President or
a majority of the Board of Directors, or whenever the holder or
holders of one-tenth (1/10) of the shares of the capital stock
issued and outstanding and entitled to vote shall make written
application therefor to the Secretary or an Assistant Secretary,
stating the time and purpose of the meeting applied for. Special
Meetings of the Shareholders shall also be held following the
accrual or termination of the right of the preferred stock of the
Corporation, voting as a class, to elect the smallest number of
Directors of this Corporation necessary to constitute a majority
of the members of the Board of Directors, whenever requested to
be called in the manner provided in Paragraph 6 of Article VI of
the Restated Articles of Incorporation of the Corporation as
amended.
ARTICLE V.
Notice of Shareholders' Meetings
Written or printed notice of all Shareholders' Meetings,
stating the time and place, and, in the case of Special Meetings,
the purpose or purposes for which such meetings are called, shall
be delivered by the Secretary or an Assistant Secretary, by mail,
to each Shareholder of record, having voting power in respect of
the business to be transacted thereat, at his or her registered
address, at least ten (10) and not more than sixty (60) days
prior to the date of the meeting, and the person giving such
notice shall make affidavit in relation thereto; provided that
such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the Shareholder at his address as
it appears on the stock transfer books of the Corporation, with
postage thereon prepaid, and further provided that notice of any
such meeting shall be deemed to be sufficiently delivered to any
Shareholder who, while the provisions of the Trading with the
Enemy Act (Public Act No. 91 of the Sixty-fifth Congress of the
United States of America, as now or hereafter amended) shall be
operative, shall appear from the stock books to be or shall be
known to the Corporation to be an "enemy" or "ally of enemy" as
defined in the said Act and whose address appearing on such stock
books is outside the United States, or the mailing to whom of
notice shall at the time be prohibited by any other law of the
United States of America or by any executive order or regulation
issued or promulgated by any officer or agency of the United
States of America (a) if, at least ten (10) days prior to the
date of the meeting, a copy of the notice of the meeting shall be
mailed to any person or agency who by any such law, order or
regulation shall have been duly designated to receive such notice
or duty designated or appointed as custodian of the property of
such Shareholder; or (b) if a brief notice of such meeting,
including, in the case of a Special Meeting, either a brief
statement of the objects for which such meeting is called or a
statement as to where there may be obtained a copy of a written
notice containing a statement of such objects, shall be published
by the Corporation at least once, not less than ten (10) days
before the meeting in a daily newspaper published in the English
language and of general circulation in the City of Beaumont,
Texas.
Any meeting at which all Shareholders having voting power in
respect of the business to be transacted thereat are present,
either in person or represented by proxy, or of which those not
present have waived notice in writing, shall be a legal meeting
for the transaction of business, notwithstanding that notice has
not been given as herein before provided.
ARTICLE VI
Waiver of Notice.
Notice of any Shareholders' Meeting may be waived by any
Shareholder and the presence at any meeting, either in person or
by proxy, of a Shareholder having voting power in respect of the
business to be transacted thereat shall be deemed as to such
Shareholder a waiver of notice of the meeting.
ARTICLE VII
Quorum.
At any meeting of the Shareholders, a majority of the shares
of capital stock issued and outstanding and entitled to vote in
respect of the business to be transacted thereat, represented by
such Shareholders of record in person or by proxy, shall
constitute a quorum, but a less interest may adjourn any meeting
from time to time and the same shall be held as adjourned without
further notice. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares of capital stock
entitled to vote represented thereat shall decide all questions
brought before such meeting, unless the question is one upon
which by express provision of law or of the Articles of
Incorporation of the Corporation or of these Bylaws a larger or
different vote is required, in which case such express provision
shall govern and control the decision of such question. The
provisions of this Article are, however, subject to the
provisions of Paragraphs 6 and 13 of Article VI of the Articles
of Incorporation of the Corporation as amended.
ARTICLE VIII.
Proxy and Voting
The voting power of the respective classes of stock of the
Corporation shall be as provided in Article VI of the Articles of
Incorporation of the Corporation as amended. Shareholders of
record entitled to vote may vote at any meeting either in person
or by proxy in writing, which shall be filed with the Secretary
of the meeting before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof or after
eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each holder of record of stock
of the Corporation of any class shall, as to all matters in
respect of which such class of stock has voting power, be
entitled to one vote for each share of stock of such class
standing in his name on the books of the Corporation.
ARTICLE IX.
Board of Directors.
A Board of fourteen (14) Directors shall be chosen by ballot
at the Annual Meeting of the Shareholders or at any meeting held
in the place thereof as hereinbefore provided. The number of
Directors may be increased or decreased from time to time by
amendment of the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any directorship
to be filled by reason of an increase in the number of Directors
may be filled by election at an Annual Meeting or at a Special
Meeting of Shareholders called for that purpose or may be filled
by the Board of Directors for a term of office continuing only
until the next election of one or more Directors by the
Shareholders; provided that the Board of Directors may not fill
more than two such directorships during the period between any
two successive Annual Meetings of Shareholders. Each Director
elected by the Shareholders shall serve until the next Annual
Meeting and until such Director's successor is duly elected and
qualified except as in these Bylaws may otherwise be provided.
No person shall be eligible for election or re-election as a
Director of the Company after attaining age seventy (70) except
as otherwise permitted by the Board by special resolution
heretofore adopted. Any Director who retires from active
employment by the Company shall, concurrently with such
retirement, resign as a Director of the Company
The foregoing provisions placing qualifications on the
eligibility of Directors are, however, subject to Paragraphs 6
and 13 of Clause E of Article V~ of the Restated Articles of
Incorporation of the Corporation as amended.
ARTICLE X
Powers of Directors
The Board of Directors shall have the entire management of
the business of the Corporation. In the management and control of
the property, business and affairs of the Corporation, the Board
of Directors is hereby vested with all the powers possessed by
the Corporation itself, so far as this delegation of authority is
not inconsistent with the laws of the State of Texas, with the
Articles of Incorporation of the Corporation or with these
Bylaws. The Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively, what
amount shall be reserved for working capital and for any other
purposes, and what amount shall be declared as dividends, and
such determination of the Board of Directors shall be final and
conclusive.
ARTICLE XI.
Fees of Directors and Others..
The Board of Directors shall have power to fix and determine
the fee or fees to be paid members of the Board of Directors or
any Committees appointed by the Directors or Shareholders for
attendance at meetings of said Directors or Committees. Any fees
so fixed and determined by the Board of Directors shall be
subject to revision or amendment by the Shareholders.
ARTICLE XII.
Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the Bylaws, may elect from
its number an Executive Committee of not less than three nor more
than six members, which Committee may exercise the powers of the
Board of Directors in the management of the business of the
Corporation when the Board is not in session except where action
of the Board of Directors is specified or required by law. The
Executive Committee shall report its actions to the Board For
approval. The Executive Committee may make rules for the notice,
holding and conduct of its meetings and the keeping of the
records thereof.
The Board of Directors may likewise appoint from its number
or from the Shareholders other Committees from time to time, the
number composing such Committees and the powers conferred upon
the same to be determined by vote of the Board of Directors.
ARTICLE XIII.,
Meetings.
Regular Meetings of the Board of Directors shall be held at
such places within or without the State of Texas and at such
times as the Board by vote may determine from time to time, and
if so determined no notice thereof need be given. Special
Meetings of the Board of Directors may be held at any time or
place, either within or without the State of Texas. whenever
called by the Chairman of the Board of Directors, the Vice
Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary or three or more Directors, notice thereof
being given to each Director by the Secretary or an Assistant
Secretary or officer calling the meeting, or at any time without
formal notice provided all the Directors are present or those not
present have waived notice thereof. Notice of Special Meetings,
stating the time and place thereof, shall be given by mailing the
same to each Director at his residence or business address at
least two days before the meeting or by delivering the same to
him personally or by telephoning or telegraphing the same to him
at his residence or business address at least one day before the
meeting
ARTICLE XIV.
Quorum.
A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number may
adjourn any meeting from time to time and the same may be held
without further notice. When a quorum is present at any meeting,
a majority vote of the members in attendance thereat shall decide
any question brought before such meeting, except as otherwise
provided by law or by these Bylaws
ARTICLE XV
Officers
The officers of this Corporation shall be a Chairman of the
Board of Directors, a Vice Chairman, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and a Controller, and
such other officers and assistant officers as are permitted or
provided by these Bylaws and elected by the Board of Directors
The officers shall be elected by the Board of Directors after its
election by the Shareholders, and a meeting may be held without
notice for this purpose immediately after the Annual Meeting of
the Shareholders and at the same place.
ARTICLE XVI.
Eligibility of Officers
The Chairman of the Board of Directors shall be a Director
of the Corporation but need not be a Shareholder of the
Corporation. The Vice Chairman, the President, Vice Presidents,
Secretary, Treasurer, Controller, and such other officers as may
be appointed may be, but need not be, Shareholders or Directors
of the Corporation Any person may hold more than one office
provided the duties thereof can be consistently performed by the
same person, and except that the President and Secretary shall
not be the same person.
ARTICLE XVII.
Additional Officers and Agents.
The Board of Directors in its discretion may appoint one or
more Assistant Secretaries, one or more Assistant Treasurers, and
such other officers or agents as it may deem advisable, and
prescribe the duties thereof.
ARTICLE XVIII
Chairman of the Board of Directors.
The Chairman of the Board shall be elected from among the
Directors of this Corporation. He may call meetings of the Board
of Directors and of any committee thereof whenever he deems
necessary. When present, he shall call to order and preside at
all meetings of the Shareholders of this Corporation and of the
Board of Directors He shall be the chief executive officer
thereof, shall have general supervision over the business and
policies of this Corporation, subject to control of the Board of
Directors, and may perform all duties and exercise all powers as
are conferred by these Bylaws, or by law, on the President except
such duties, if any, as are required by law to be performed by a
President or a Vice President. The Chairman of the Board is
hereby authorized to sign certificates representing shares to
which shareholders are entitled The Chairman of the Board shall
perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.
ARTICLE XIX
Vice Chairman
The Vice Chairman shall have the powers and authorities and
shall perform all the duties commonly incident to his office and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time. In the
absence of the Chairman of the Board, the Vice Chairman shall
perform the duties of such Chairman. He shall be the chief
operating officer of this Corporation. Subject to control of the
Board of Directors, he may perform all duties and exercise all
powers as are conferred by these Bylaws, or by law, on the
President except such duties as are required by law to be
performed by a President, or a Vice President. The Vice Chairman
is hereby authorized to sign certificates representing shares to
which shareholders are entitled.
ARTICLE XX.
President
In the absence of the Chairman of the Board and Vice
Chairman, the President shall perform the duties of such Chairman
In the absence of the Vice Chairman, the President shall perform
the duties of such Vice Chairman. The President shall have the
powers and authorities and shall perform all the duties commonly
incident to his office and such other duties as the Board of
Directors shall designate from time to time The President or n
Vice President, or such other officer or officers as may be
authorized by these Bylaws or such other person as is thereunto
specifically authorized by vote of the Board of Directors, shall
sign all bonds, deeds and contracts of this Corporation. The
President or a Vice President or such other officer or officers
as these Bylaws may prescribe shall sign all certificates
representing shares of stock in this Corporation to which
Shareholders are entitled.
ARTICLE XXI.
Vice Presidents
Except as especially limited by vote of the Board of
Directors, any Vice President shall perform the duties and have
the powers of the President during the absence or disability of
the President, and shall have the power to sign all certificates
of stock, bonds, deeds, and contracts of the Corporation He shall
perform such other duties and have such other powers as the Board
of Directors, the Chairman of the Board of Directors, the Vice
Chairman, or the President shall designate from time to time.
From time to time, as it may determine advisable, the Board of
Directors may designate one or more Executive Vice Presidents
who, in the absence or disability of the President, shall be
managing executive officers of this Corporation; provided that
priority for exercise of such authority is granted to the
Executive Vice President designated as "Senior" and is thereafter
granted in order of original election to such office. An
Executive Vice President shall possess all the powers conferred
by these Bylaws on other Vice Presidents and shall perform such
other duties and have such other powers as the Board of
Directors, the Chairman of the Board of Directors, the Vice
Chairman, or the President may designate from time to time.
ARTICLE XXII.
Secretary
The Secretary shall keep accurate minutes of all meetings of
the Shareholders, the Board of Directors and the Executive or
other Committees of the Board of Directors, respectively, shall
perform all the duties commonly incident to his office, and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time The
Secretary shall have the power, together with the Chairman of the
Board of Directors, the Vice Chairman, the President or a Vice
President, to sign certificates of stock of the Corporation. In
his absence an Assistant Secretary or a Secretary pro tempore
shall perform his duties. The Secretary, any Assistant Secretary
and any Secretary pro tempore shall be sworn to the faithful
discharge of their duties.
ARTICLE XXIII.
Treasurer and Controller.
The Treasurer shall have and exercise, under the supervision
of the Board of Directors, all the powers and duties commonly
incident to his office, and shall give bond (which shall be in
the custody of the President) in such form and with such sureties
as shall be required by the Board of Directors.
The Controller shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation, in such depositories
as may be designated by the Board of Directors The Controller
shall have and exercise, under the supervision of the Board of
Directors, all the powers and duties commonly incident to his
office, and shall give bond (which shall be in the custody of the
Chief Executive Officer) in such form and with such sureties as
shall be required by the Board of Directors
ARTICLE XXIV.
Removals
The Shareholders may, at any meeting called for the purpose,
by a vote of a majority of the shares of the capital stock issued
and outstanding and entitled to vote, remove from office any
Director and elect or appoint his successor, but this provision
is subject to Paragraph 6 of Article VI of the Articles of
Incorporation of the Corporation as amended. The Directors may,
by vote of not less than a majority of the entire Board, remove
from office any officer or agent or member or members of any
Committees selected or appointed by them.
ARTICLE XXV
Vacancies.
Any vacancy occurring in the Board of Directors (other than
a vacancy created by an increase in the number of Directors,
which is governed by Article IX of these Bylaws) may be filled
for the unexpired term by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, but vacancies in the Board of Directors may be filled
for the unexpired term by the Shareholders having voting power at
a meeting called for that purpose, unless such vacancy shall have
been filled by the Directors.
If the office of any officer or agent, one or more, is or
becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the Directors may, by a majority
vote, elect a person to such office to serve until tile next
annual meeting or until his successor shall be elected.
ARTICLE XXVI.
Capital Stock.
The amount of capital stock, and of each class thereof,
shall be as fixed in the Articles of Incorporation or in any
lawful amendments thereto and the votes of the Corporation from
time to time
ARTICLE XXVII
Certificates of Stock.
Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law as may be
prescribed by the Board of Directors, duly numbered and sealed
with the corporate seal of the Corporation and setting forth the
number and kind of shares to which such Shareholder is entitled.
Such certificates shall be signed by the Chairman of the Board of
Directors, the Vice Chairman, the President or a Vice President
and by the Secretary or an Assistant Secretary. The Board of
Directors may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may require
stock certificates to be countersigned by one or more of them. If
certificates representing shares of capital stock of this
Corporation are manually signed either by a Transfer Agent or by
a Registrar, the signatures thereon of the Chairman of the Board
of Directors, the Vice Chairman, the President or a Vice
President and the Secretary or an Assistant Secretary of this
Corporation may be facsimiles, engraved or printed. Any
provisions of these Bylaws with reference to the signing of stock
certificates shall include, in cases above permitted, such
facsimile signatures. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates, shall
cease to be such officer or officers of this Corporation, whether
because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by this
Corporation, such certificate or certificates may nevertheless be
adopted by the Board of Directors of this Corporation and be
issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such
officer or officers of this Corporation. Any stock certificates
bearing facsimile signatures of officers of this Corporation, as
above provided, may also bear a facsimile of the seal of this
Corporation.
ARTICLE XXVIII.
Transfer of Stock.
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to
sell, assign and transfer the same signed by the person appearing
by the certificate to be the owner of the shares represented
thereby. No transfer shall affect the right of the Corporation to
pay any dividend due upon the stock, or to treat the holder of
record as the holder in fact, until such transfer is recorded
upon the books of the Corporation or a new certificate is issued
to the person to whom it has been so transferred. It shall be the
duty of every Shareholder to notify the Corporation of his post
office address.
The Board of Directors shall have power to close the stock
transfer books of this Corporation for a period not exceeding 50
days preceding the date of any meeting of Shareholders or the
date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, however, that in
lieu of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 60 days
preceding the date of any meeting of Shareholders or the date for
the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment or rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such
case only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of this Corporation after
any such record date fixed as aforesaid
ARTICLE XXIX.
Loss of Certificates.
In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate certificate
may be issued upon such terms as the Board of Directors may
prescribe
ARTICLE XXX.
Seal.
The seal of this Corporation shall consist of a flat-faced
circular die with the words and figures "GULF STATES UTILITIES
COMPANY CORPORATE SEAL 1925 TEXAS" cut or engraved thereon
ARTICLE XXXI.
Books and Records.
Unless otherwise expressly required by the laws of the State
of Texas, the books and the records of the Corporation may be
kept outside of the State of Texas at such place or places as may
be designated from time to time by the Board of Directors.
ARTICLE XXXII.
Amendments.
These Bylaws may be amended, added to, altered or repealed
by the Board of Directors of the Company. In the event of any
such amendment, alteration or repeal of these Bylaws by the Board
of Directors, the notice of the Annual Meeting of the
Shareholders which shall thereafter first be sent to the
Shareholders shall state that the Bylaws have been so amended,
added to, altered or repealed and shall describe or set forth or
be accompanied by statement describing or setting forth such
amendment, addition, alteration or the text ~f any article which
has been repealed. Notwithstanding anything hereinabove
contained, these Bylaws may be amended, added to, altered or
repealed at any Annual or Special Meeting of the Shareholders by
vote in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and entitled
to vote in respect thereof, unless the question is one upon which
by express provisions of law or of the Articles of Incorporation
or of these Bylaws a larger or different vote is required, in
which case such express provision shall govern and control the
decision of such question, provided, however, that notice is
given in the call of said meeting that an amendment, addition,
alteration or repeal is to be acted upon.
ARTICLE XXXIII,
Indemnification.
A. The Corporation shall indemnify any person who was or is
a named defendant or respondent or is threatened to be made a
named defendant or respondent in a proceeding (which shall
;include any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding including but not limited to
any action, suit or proceeding brought by or in behalf of the
Corporation) because the person is or was a director, officer, or
employee of the Corporation, and any person who, while a
director, officer, or employee is or was serving at the request
of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of
another domestic or foreign corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or
other enterprise, or is or was a nominee or designee of the
Corporation who is or was serving at the request of the
Corporation as a director or officer of any domestic or foreign
corporation which is owned in whole or part by the Corporation,
against, judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including
but not limited to court costs and attorneys' fees) actually
incurred by the person in connection with such proceeding, if the
person (1) conducted himself or herself in good faith, (2)
reasonably believed in the case of conduct in his or her official
capacity as a director, officer, or employee of the Corporation,
that his or her conduct was in the Corporation's best interests
and in all other cases that his or her conduct was at least not
opposed to the Corporation's best interests and (3) in the case
of any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. This indemnity is expressly
intended to apply regardless of the sole, concurrent, or
contributing negligence or fault of the person to be indemnified
provided that the standards of conduct described in clauses (l),
(2), and (3) are met. In addition to the other standards of
conduct described in clauses (1), (2), and (3), indemnification
and payment or reimbursement of expenses of employees under this
Article XXXIII shall be provided for an employee (who is not a
director or officer) only when the employee's conduct was within
the course and scope of his or her employment by the Corporation.
B. The Corporation shall indemnify a director, officer, or
employee, or such A nominee or designee or person who, at the
request of the Corporation, is serving in capacities described
above against reasonable expenses (including but not limited to
court costs and attorneys' fees) incurred by him or her in
connection with a proceeding in which he or she is a named
defendant or respondent because he or she is or was a director,
officer, or employee, or such a nominee or designee if he or she
has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
C. Indemnification provided under Section A shall be made
by the Corporation (except as provided in Section B) only if it
is determined in accordance with the following procedures that
the person has met the requirements set forth in Section A and
that indemnification is permissible Such determination that
indemnification is permissible under Section A shall be made (1)
by a majority vote of a quorum consisting of directors who at the
time of the vote were not named defendants or respondents in the
proceeding, or (2) if such a quorum cannot be obtained by a
majority vote of a committee of the board of directors,
designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who at the
time of the vote are not named defendants or respondents in the
proceeding, or (3) by special legal counsel selected by the board
of directors or a committee of the board by vote as set forth in
subsections (1) or (2) of this Section C, or, if such a quorum
cannot be obtained and such a committee cannot be established, by
a majority vote of all directors, or (4) by the shareholders in a
vote that excludes the shares held by directors who are named
defendants or respondents in the proceeding.
The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its
equivalent is not of itself determinative that the persons did
not meet the requirements set forth in Section A above. A person
shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom,
The provisions of Section A are intended to make mandatory
the indemnification permitted therein and, together with Article
IX of the Restated Articles of Incorporation, shall constitute
authorization of indemnification in the manner required
Determinations as to reasonableness of expenses under Section A
shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination
that indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses shall be
made in the manner specified in subsection (3) of the first
paragraph of this Section C for the selection of special legal
counsel. Determinations as to the reasonableness of expenses
under Sections B and F shall be made in any manner which may be
used to determine if indemnification is permissible under Section
A.
Action taken or omitted by a person with respect to an
employee benefit plan in the performance of his or her duties for
a purpose reasonably believed by him or her to be in the interest
of the participants and beneficiaries of the plan is deemed to be
for a purpose which is not opposed to the best interests of the
Corporation
D. Notwithstanding the provisions of Section A, except to
the extent permitted by the next sentence, a person shall not be
indemnified by the Corporation in respect of a proceeding in
which the person is found liable on the basis that personal
benefit was improperly received by the person, whether or not the
benefit resulted from an action taken in the person's official
capacity, or in which the person is found liable to the
Corporation. If a person is found liable to the Corporation or is
found liable on the basis that personal benefit was improperly
received by the person, the indemnification (i) is limited to
reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) shall not be made in respect of any
proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty
to the Corporation.
E. Reasonable expenses incurred by a director, officer, or
employee, or such a nominee or designee or person serving in
capacities described above at the request of the Corporation who
was, is, or is threatened to b~ made a named defendant or
respondent in a proceeding, may be paid or reimbursed by the
Corporation in advance of the final disposition of the proceeding
and without any of the determinations specified in Section C
after (1) the Corporation receives a written affirmation by the
person of his or her good faith belief that he or she has met the
standard of conduct that is necessary for indemnification under
this Article XXXIII and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is
ultimately determined that he or she has not met those
requirements. The written undertaking required by this Section E
must be an unlimited general obligation of the person but need
not be secured, and may be accepted without reference to
financial ability to make repayment.
F. Notwithstanding any other provision of this Article
XXXIII, the Corporation shall pay or reimburse reasonable
expenses incurred by a director, officer, or employee, or such a
nominee or designee in person who, at the request of the
Corporation, is serving in capacities described above in
connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
G. The indemnification provided by this Article XXXIII shall
not be deemed to limit the powers of the Corporation to indemnify
or to advance expenses to any person who is or was a director,
officer, employee, agent, nominee, or designee of the Corporation
conferred on the Corporation by the Texas Business Corporation
Act (as now in effect or as same may be amended) or other
applicable law and shall not be deemed exclusive of any rights to
which those indemnified may be entitled under any agreement,
contract, insurance, arrangement, vote of shareholders or
disinterested directors, statute, court order, or otherwise, both
as to action in his or her official capacity and as to action in
another capacity while holding such office (including but not
limited to service as plan fiduciary), and shall continue as to a
person who has ceased to be a director, officer, employee, agent,
nominee, or designee or person serving in a named capacity at the
request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person. This Article
XXXIII is intended to be consistent with the powers granted by
the Texas Business Corporation Act, as heretofore and hereafter
amended, and terms used herein shall be defiled and the
provisions of this Article XXXIII shall be interpreted and
applied consistently with such law. The provisions of this
Article XXXIII shall be deemed several, and if and to the extent
any provision of this Article XXXIII is determined not to be
consistent with the provisions of such Act, as heretofore and
hereafter amended, then the other provisions to the extent
consistent shall remain valid and in full force and effect.
H. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another domestic or
foreign corporation, partnership, joint venture, sole
proprietorship, trust, or other enterprise, or employee benefit
plan against any liability asserted against him or her and
incurred by him or her in such capacity or arising out of his or
her status as such a person, whether or not the Corporation would
have the power to indemnify him or her against that liability
under the provisions of the Restated Articles of Incorporation as
amended, this Article XXXIII, the Texas Business Corporation Act,
as heretofore and hereafter amended, or otherwise. Nothing in
this Article XXXIII is intended to authorize a double payment to
a person entitled to indemnification or reimbursement by the
Corporation pursuant to this Article XXXIII of an amount actually
paid to such person or expended for such person's benefit under
any such insurance or other arrangement. If the insurance or
other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of
a liability with respect to which the Corporation would not have
the power to indemnify the person only if including coverage for
the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to
procure or maintain any kind of insurance or other arrangement
the Corporation may, for the benefit of persons indemnified by
the Corporation, (1) create a trust fund; (2) establish any form
of self-insurance; (3) secure its indemnity obligation by grant
of a security interest or other lien on the assets of the
Corporation; or (4) establish a letter of credit, guaranty, or
surely arrangement. The insurance or other arrangement may be
procured, maintained, or established within the Corporation or
with any insurer or other person deemed appropriate by the board
of directors regardless of whether all or part of the stock or
other securities of the insurer or other person are owned in
whole or part by the Corporation In the absence of fraud, the
judgment of the board of directors as to the terms and conditions
of the insurance or other arrangement and the identity of the
insurer or other person participating in an arrangement shall be
conclusive and the insurance or arrangement shall not be voidable
and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether
directors participating in the approval are beneficiaries of the
insurance or arrangement.
I. Any indemnification of or advance of expenses to any
person in accordance with this Article XXXIII or otherwise shall
be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or
with or before the next submission to shareholders of a consent
to action without a meeting, and, in any case, within the twelve
(12) month period immediately following the date of the
indemnification or advance. Failure to make or delay in making
any such report shall not affect the Corporation's obligation to
make any such indemnification or advance
J. The indemnification provided hereunder to any person who
is or was serving as an employee benefit plan fiduciary shall not
operate to relieve any such person who acts as a plan fiduciary
from any responsibility or liability under applicable laws, and
the indemnification provided hereunder to a plan fiduciary is
limited to satisfaction of liabilities incurred by such person as
a plan fiduciary, subject to the terms and conditions stated in
this Article XXXIII. For purposes of this Article XXXIII, the
Corporation shall be deemed to have requested a director or
officer to serve an employee benefit plan whenever the
performance by him or her of his or her duties to the Corporation
also imposes duties on or otherwise involves services by him or
her to the plan or participants or beneficiaries of the plan.
Excise taxes assessed on a director or officer with respect to
an employee benefit plan pursuant to applicable law shall be
deemed fines.
K. These indemnities shall apply with respect to acts,
omissions, and occurrences before or after September 3, 1987;
provided that (i) if the indemnities in effect prior to such date
should operate in any respect to provide greater indemnification
for the person affected or (ii) if it should be determined that
these indemnities may not lawfully be applied retroactively from
date of adoption, then the indemnities in effect prior to such
date shall continue to apply and shall be effective and
enforceable with respect thereto.
<PAGE>
Unanimous Action of Shareholder
of
Gulf States Utilities Company
The undersigned, Entergy Corporation, acting by and through
its Chairman of the Board of Directors and Chief Executive
Officer, Edwin Lupberger, being the owner of all of the
outstanding stock of Gulf States Utilities Company, does hereby
waive notice of time and place of a special meeting of Gulf
States Utilities Company Shareholders, and pursuant to authority
in Article 9.10A of the Texas Business Corporation Act, does
hereby take the following action without a meeting and consents
to such action by its execution of this consent, intending It to
have the same force and effect as a unanimous vote at a meeting.
RESOLVED, that Article II and Article III of the Bylaws of
the Company are amended to read as follows:
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at a place
and time to be set either by the Shareholders or by the Board of
Directors. With or without motion, the Chairman of any meeting of
the Shareholders may appoint Inspectors and Tellers for such
meeting who shall examine into the qualifications of the
Shareholders present in person or represented at the meeting by
proxy, report the shares represented at the meeting and tabulate
the vote on such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on a date selected either by the Shareholders or by
the Board of Directors.
RESOLVED, that the first paragraph of Article IX of the
Bylaws of the Company is amended to read as follows:
"The Shareholders or the Board of Directors shall have the
power from time to time to fix the number of directors of the
Company, provided that the number so fixed shall not be less than
three (3) or more than fifteen (1 5).u
RESOLVED, that the number of directors of Gulf States
Utilities Company is fixed at six (6) and the following directors
are hereby elected to serve until the next annual meeting and/or
until their successors are duly elected and qualified:
Michael B. Bemis
Frank F. Gallaher
Donald C. Hintz
Jerry D. Jackson
Edwin Lupberger
Jerry L. Maulden
EXECUTED AND CONSENTED to this 5th day of May, 1994.
ENTERGY CORPORATION
By
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
<PAGE>
Unanimous Written Consent of the
Board of Directors of Entergy Gulf States, Inc.
The undersigned, being all of the Directors of Entergy Gulf
States, Inc., a Texas corporation, do hereby unanimously consent,
pursuant to Article 9.10B of the Texas Business Corporation Act,
to the adoption, and do hereby adopt, the following resolutions
without a meeting, the necessity of a meeting and any and all
notices with respect thereto being hereby expressly waived:
RESOLVED, that Article XV, Article XVI, Article XVII,
Article XVIII, Article XIX, Article XX, Article, XXI,
Article XXII, Article XXIII, Article XXIV and Article
XXV of the bylaws of the Corporation be deleted and
replaced with the following:
ARTICLE XV
Officers
The Board of Directors shall elect
individuals to occupy at least three executive
offices: President, Secretary and Treasurer. In
its discretion, the Board of Directors may elect
individuals to occupy other executive offices,
including Chief Executive Officer, Vice Chairman,
Chief Operating Officer, Vice President and such
other executive offices as the Board shall
designate. Officers shall be elected annually and
shall hold office until their respective
successors shall have been duly elected and
qualified, or until such officer shall have died
or resigned or shall have been removed by majority
vote of the whole Board. To the extent permitted
by the laws of the State of Texas, individuals may
occupy more than one office.
ARTICLE XVI
Subordinate Officers
The Board of Directors may appoint such
assistant secretaries, assistant treasurers and
other officers as it may deem desirable. Each such
officer shall hold office for such period, have
such authority and perform such duties as the
Board of Directors may prescribe. The Board of
Directors may, from time to time, authorize any
officer to appoint and remove such officers and to
prescribe the powers and duties thereof.
ARTICLE XVII
Chairman of the Board
The Board of Directors shall designate one of
its members as Chairman of the Board. The
position of Chairman of the Board is not an
officer position; therefore the Chairman of the
Board need not be an officer of the Company.
ARTICLE XVIII
President
The President shall perform duties incident
to the office of a president of a corporation and
such other duties as from time to time may be
assigned to him by the Board of Directors, by the
Executive Committee or, if the Board has elected a
Chief Executive Officer and if the Chief Executive
Officer is not the President, by the Chief
Executive Officer.
ARTICLE XIX
Vice President
Each Vice President shall have such powers
and shall perform such duties as from time to time
may be conferred upon or assigned to him by the
Board of Directors or the Executive Committee, or
as may be delegated to him by the President or the
Chief Executive Officer.
ARTICLE XX
Secretary
The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of
Directors in books provided for the purpose; shall
see that all notices are duly given in accordance
with the provisions of law and these bylaws; shall
be custodian of the records and of the corporate
seal of the Corporation; shall see that the
corporate seal is affixed to all documents the
execution of which under the seal is duly
authorized, and when the seal is so affixed he may
attest the same; may sign, with the Chairman of
the Board, a Vice Chairman, the President or a
Vice President, certificates of stock of the
Corporation; and, in general, shall perform all
duties incident to the office of a secretary of a
corporation, and such other duties as from time to
time may be assigned to the Secretary by the Chief
Executive Officer, the Chairman of the Board, a
Vice Chairman, the President, the Board of
Directors or the Executive Committee. The
Secretary shall also keep, or cause to be kept, a
stock book, containing the name, alphabetically
arranged, of all persons who are stockholders of
the Corporation, showing their places of
residence, the number of shares held by them
respectively, and the time when they respectively
became the owners thereof.
ARTICLE XXI
Treasurer and Controller
The Treasurer shall have charge of and be
responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of
the Corporation, all moneys or other valuable
effects in such banks, trust companies or other
depositories as shall, from time to time, be
selected by the Board of Directors. The Treasurer
may endorse for collection on behalf of the
Corporation, checks, notes and other obligations;
may sign receipts and vouchers for payments made
to the Corporation singly or jointly with another
person as the Board of Directors may authorize;
may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the
Board; shall render or cause to be rendered to the
Chairman of the Board, the President and the Board
of Directors, whenever requested, an account of
the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President,
certificates of stock of the Corporation; and, in
general, shall perform all the duties incident to
the office of a treasurer of a corporation, and
such other duties as from time to time may be
assigned to him by the Chairman of the Board, a
Vice Chairman, the President, the Board of
Directors or the Executive Committee.
ARTICLE XXII
Resignations
Any officer may resign at any time by giving
written notice of such resignation to the Board of
Directors, a Chairman of the Board, the Vice
Chairman, the President or the Secretary. Unless
otherwise specified therein, such resignation
shall take effect upon written receipt thereof by
the Board of Directors or by such officer.
ARTICLE XXIII
Vacancies, Absences
Any vacancy in any of the above offices may
be filled for the unexpired portion of the term by
the Board of Directors at any regular or special
meeting. Except when the law requires the act of
a particular officer, the Board of Directors or
the Executive Committee, whenever necessary, may,
in the absence of any officer, designate any other
officer or properly qualified employee, to perform
the duties of the one absent for the time being,
and such designated officer or employee shall
have, when so acting, all the powers herein given
to such absent officer.
RESOLVED, That current Articles XXVI - XXIII of the bylaws
of the Corporation and all references in the bylaws thereto,
be renumbered in sequence following the Articles amended
above.
RESOLVED, That Wayne Leonard be, and he hereby is, elected
Chairman of the Board of the Corporation.
RESOLVED, That an Executive Committee be elected consisting
of Messrs. Leonard (Chairman), Maulden and Jackson.
RESOLVED, That James A. Caillier, G. Lee Griffin, Frank W.
Harrison, Jr., James E. Taussig, II, Nancy Beaulieu, Jack
Hightower, Richard Hile, William F. Klausing, M. Bookman
Peters, Sam F. Segnar and Martha Smiley be, and they hereby
are, elected Advisory Directors of the Company to serve
until the next election of Advisory Directors and until
their successors are elected and qualified.
RESOLVED, That Coopers & Lybrand be, and they hereby are,
appointed as independent accountants of the Company to
perform the audit of the Company's books for the year 1998.
RESOLVED, That the Approval Authority Policy, as attached,
be, and it hereby is, approved.
RESOLVED, That the following persons be, and they hereby
are, elected to the offices set opposite their names to
serve until the next election of officers and until their
successors are elected and qualified:
Wayne Leonard Chief Operating Officer
Jerry L. Maulden Vice Chairman
John J. Cordaro President-Louisiana
William D. Bandt Executive Vice President-Retail Services
Frank F. Gallaher Executive Vice President and Chief
Utility Operating Officer
Donald C. Hintz Executive Vice President and Chief Nuclear
Operating Officer
Jerry D. Jackson Executive Vice President and Chief
Administrative Officer
C. John Wilder Executive Vice President and Chief Financial
Officer
C. Gary Clary Senior Vice President-Human Resources and
Administration
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Michael G. Thompson Senior Vice President, General Counsel
and Secretary
Louis E. Buck, Jr. Vice President, Chief Accounting Officer
and Assistant Secretary
William E. Colston Vice President-Customer Service
Shelton G. Cunningham Vice President-Regulatory and
Governmental Affairs-Louisiana
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
J. Parker McCollough Vice President-State Governmental
Affairs-Texas
Laurence M. Hamric Assistant Secretary
Christopher T. Screen Assistant Secretary
Bruce A. Dennis Assistant Treasurer
RESOLVED, That John J. Cordaro be, and he hereby is, deemed
for statutory purposes to be the President of the Company.
Effective Date: July 6, 1998
__________________________ __________________________
John J. Cordaro Jerry D. Jackson
__________________________ __________________________
Frank F. Gallaher Wayne Leonard
__________________________ __________________________
Donald C. Hintz Jerry L. Maulden
Exhibit 3(c)
BY-LAWS
OF
ENTERGY LOUISIANA, INC.
AS OF JULY 6, 1998
Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other business
as shall properly come before such meeting shall be held in May
of each year on a date and at a time and place to be fixed by the
Board of Directors of the Company at least thirty (30) days
before the date of such meeting so fixed.
Section 2. Special meetings of the stockholders may be held
at the registered office of the Corporation in the City of New
Orleans, Louisiana, or at such other place or places as the Board
of Directors may from time to time determine.
Section 3. Special meetings of the stockholders of the
Corporation may be held upon the order of the chief executive
officer (whether the Chairman of the Board or the President), the
Board of Directors, the Executive Committee or of stockholders of
record holding one-fourth of the outstanding stock entitled to
vote at such meetings.
Section 4. Notice of every meeting of the stockholders shall
be given in the manner provided by law to each stockholder
entitled thereto unless waived by such stockholder.
Section 5. The holders of a majority of the outstanding
stock of the Corporation entitled to vote upon any matter to be
acted upon present in person or by proxy shall constitute a
quorum for the transaction of business at any meeting of
stockholders but less than a quorum shall have power to adjourn.
Section 6. Certificates of stock shall be signed by the
President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed
with the seal of the Corporation. If certificates of stock of
this Corporation are countersigned by a transfer agent or by a
registrar, other than the Corporation itself, the signatures
thereon of the Corporation's officers may be facsimiles. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any such
certificate or certificates, shall cease to be such officer or
officers of this Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by this Corporation, such certificate
or certificates may, nevertheless, be adopted by the Board of
Directors of this Corporation and be issued and delivered as
though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or
officers of this Corporation. Any stock certificates bearing
facsimile signatures of officers of this Corporation, as above
provided, may also bear a facsimile of the seal of this
Corporation.
Section 7. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation
by the holders in person or by attorney on the surrender of the
certificates therefor duly endorsed for transfer.
Section 8. Meetings of the Board of Directors may be held
within or without the State of Louisiana, at the times fixed by
resolution of the Board or upon the order of the Chairman of the
Board or the President or a Vice President or any two directors.
Meetings of the Board of Directors may be held by means of
telephone conference calls, in which connection (a) the directors
may participate in and hold such a meeting by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate
with each other, and (b) participation in such a meeting shall
constitute presence in person at such meeting except where such
participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. The Secretary or other officer
performing his duties shall give at least two days' notice of all
meetings of directors, provided, however, that a meeting may be
held immediately after the annual election of directors without
notice, and that a meeting may be held at any other time without
notice if all the directors are present or those not present
waive notice either before, at or after the meeting. Notice by
mail or telegraph to the usual business or residence address of
the director at least two days before the meeting shall be
sufficient.
The Board of Directors shall designate one of its members as
Chairman of the Board. The position of Chairman of the Board is
not an officer position; therefore, the Chairman of the Board
need not be an officer of the Corporation.
Section 9. The Board of Directors shall elect individuals to
occupy at least three executive offices: President, Secretary and
Treasurer. In its discretion, the Board of Directors may elect
individuals to occupy other executive offices, including Chief
Executive Officer, Vice Chairman, Chief Operating Officer, Vice
President and such other executive offices as the Board shall
designate. Officers shall be elected annually and shall hold
office until their respective successors shall have been duly
elected and qualified, or until such officer shall have died or
resigned or shall have been removed by majority vote of the whole
Board. To the extent permitted by the laws of the State of
Louisiana, individuals may occupy more than one office.
President. The President shall perform duties incident to
the office of a president of a corporation and such other duties
as from time to time may be assigned to him by the Board of
Directors, by the Executive Committee or, if the Board has
elected a Chief Executive Officer and if the Chief Executive
Officer is not the President, by the Chief Executive Officer.
Vice Presidents. Each Vice President shall have such powers
and shall perform such duties as from time to time may be
conferred upon or assigned to him by the Board of Directors or
the Executive Committee, or as may be delegated to him by the
President or the Chief Executive Officer.
Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in
books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of law and these
bylaws; shall be custodian of the records and of the corporate
seal of the Corporation; shall see that the corporate seal is
affixed to all documents the execution of which under the seal is
duly authorized, and when the seal is so affixed he may attest
the same; may sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President, certificates of
stock of the Corporation; and, in general, shall perform all
duties incident to the office of a secretary of a corporation,
and such other duties as from time to time may be assigned to the
Secretary by the Chief Executive Officer, the Chairman of the
Board, a Vice Chairman, the President, the Board of Directors or
the Executive Committee.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the name, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements
of the Corporation, and shall deposit, or cause to be deposited,
in the name of the Corporation, all moneys or other valuable
effects in such banks, trust companies or other depositories as
shall, from time to time, be selected by the Board of Directors.
The Treasurer may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation singly
or jointly with another person as the Board of Directors may
authorize; may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may sign,
with the Chairman of the Board, a Vice Chairman, the President or
a Vice President, certificates of stock of the Corporation; and,
in general, shall perform all the duties incident to the office
of a treasurer of a corporation, and such other duties as from
time to time may be assigned to him by the Chairman of the Board,
a Vice Chairman, the President, the Board of Directors or the
Executive Committee.
Subordinate Officers. The Board of Directors may appoint
such assistant secretaries, assistant treasurers and other
officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such
duties as the Board of Directors may prescribe. The Board of
Directors may, from time to time, authorize any officer to
appoint and remove such officers and to prescribe the powers and
duties thereof.
Vacancies; Absences. Any vacancy in any of the above offices
may be filled for the unexpired portion of the term by the Board
of Directors at any regular or special meeting. Except when the
law requires the act of a particular officer, the Board of
Directors or the Executive Committee, whenever necessary, may, in
the absence of any officer, designate any other officer or
properly qualified employee, to perform the duties of the one
absent for the time being, and such designated officer or
employee shall have, when so acting, all the powers herein given
to such absent officer.
Resignations. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the
Chairman of the Board, a Vice Chairman, the President or the
Secretary. Unless otherwise specified therein, such resignation
shall take effect upon written receipt thereof by the Board of
Directors or by such officer.
Section 10. The officers of the Corporation shall have such
duties as usually pertain to their offices, except as modified by
the Board of Directors, and shall also have such powers and
duties as may from time to time be conferred upon them by the
Board of Directors.
Section 11. No person shall be eligible to be or shall be
elected or appointed or re-elected or re-appointed as a director
of the Corporation after such person shall have attained the age
of seventy (70) years.
Section 12. The Board of Directors may alter or amend these
By-Laws at any meeting duly held as herein provided.
Exhibit 3(d)
BY-LAWS
OF
MISSISSIPPI POWER & LIGHT COMPANY
AS OF DECEMBER 10, 1993
SECTION 1 - The Annual Meeting of the Stockholders of the
Corporation for the election of Directors and such other
business as shall property come before such meeting shall be
held at the office of the Corporation in the City of Jackson,
Mississippi, on the fourth Thursday in May in each year, at
ten o'clock in the morning, unless such day is a legal
holiday in the State of Mississippi, in which case such
meeting shall be held oo the first day thereafter which is
not a legal holiday, or at such other place within or without
the State of Mississippi and at such other time as the Board
of Directors may by resolution designate.
SECTION 2 - Special Meetings of the Stockholders may be held
at the principal office of the Corporation in the City of
Jackson, Mississippi, or at such other place or places as the
Board of Directors may from time to time determine.
SECTION 3 - Special Meetings of the Stockholders of the
Corporation may be held upon the order of the Chairman of the
Board, the Board of Directors, the Executive Committee, or of
Stockholders of record holding one-tenth of the outstanding
stock entitled to vote at such meetings.
SECTION 4 - Notice of every meeting of Stockholders shall be
given in the manner provided by law to each Stockholder
entitled thereto unless waived by such Stockholder.
SECTION 5 - The holders of a majority of the outstanding
stock of the Corporation entitled to vote upon any matter to
be acted upon present in person or by proxy shall constitute
a quorum for the transaction of business at any meeting of
Stockholders but less than a quorum shall have power to
adjourn.
SECTION 6 - Certificates of stock shall be signed by the
President or a Vice President and the Secretary or an
Assistant Secretary, but where any such certificate is signed
by a Transfer Agent and by a Registrar, the signature of any
such officer or officers and the seal of the Company upon
such certificates may be facsimile, engraved or printed.
SECTION 7 - The stock of the Corporation shall be
transferable or assignable only on the books of the
Corporation by the holders in person or by attorney on the
surrender of the certificates therefor duly endorsed for
transfer.
SECTION 8 - The Board of Directors of the Corporation shall
consist of fifteen members. Each director shall hold office
until the next annual Meeting of Stockholders of the
Corporation and until his successor shall have been elected
and qualified. Directors need not be residents of the State
of Mississippi.
Meetings of the Board of Directors may be held within or
without the State of Mississippi, at the time fixed by
Resolution of the Board or upon the order of the Chairman of
the Board, the President, a Vice President, or any two
Directors. The Secretary or any other Officer performing his
duties shall give at least two days' notice of all meetings
of the Board of Directors in the manner provided by law,
provided however, a director may waive such notice in the
manner provided by law.
SECTION 9 - All Officers of the Corporation shall hold their
offices until their respective successors are chosen and
qualify, but any Officer may be removed from office at any
time by the Board of Directors.
SECTION 10 - The Officers of the Corporation shall have such
duties as usually pertain to their offices, except as
modified by the Board of Directors or the Executive
Committee, and shall also have such powers and duties as may
from time to time be conferred upon them by the Board of
Directors or the Executive Committee.
The Chairman of the Board shall be the Chief Executive
Officer of the Company, unless such title shall be otherwise
conferred by the Board, and the Chief Executive Officer shall
have supervision of the general management and control of its
business and affairs, subject, however, to the orders and
directions of the Board of Directors and of the Executive
Committee.
The Chairman of the Board shall preside at all meetings of
the Stockholders, Directors, and Executive Committees.
SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may
elect, each year after their election, an Executive Committee
to be comprised of not less than three directors, the
Chairman of which shall be the Chairman and CEO of the
Company. The Vice Chairman and Chief Operating Officer of
the Company shall also be a member and the balance of the
membership shall be comprised of non-employee (outside)
directors. The Committee, when the Board is not in session,
shall have and exercise all of the power of the Board in the
management of the business and affairs of the Company within
limits set forth in the Executive Committee Charter.
SECTION 12 - OTHER COMMITTEES - From time to time the Board
of Directors, by the affirmative vote of a majority of the
whole Board may appoint other committees for any purpose or
purposes, and such committees shall have such powers as shall
be conferred by the Resolution of appointment.
SECTION 13 - INDEMNIFICATION
13.1 Definitions - In this bv-law:
(1) "Director mean an individual who is or was a
director of the Corporation or, unless the context
requires otherwise, an individual who, while a
director of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. A director is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Director" includes unless the context requires
otherwise, the estate of personal representative of
a director.
(2) "Employee" means an individual who is or was an
employee of the Corporation, or, unless the context
requires otherwise, an individual who, while an
employee of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An employee is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Employee" includes, unless the context requires
otherwise, the estate or personal representative of
an employee.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, or reasonable expenses
incurred with respect to a proceeding. Without any
limitation whatsoever upon the generality thereof,
the term "fine" as used in this Section shall
include (1) any penalty imposed by the Nuclear
Regulatory Commission (the "NRC"), including
penalties pursuant to NRC regulations, 10 CFR Part
21, (2) penalties or assessments (including any
excise tax assessment) with respect to any employee
benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as amended, or
otherwise, and (3) penalties pursuant to any
Federal, state or local environmental laws or
regulations.
(5) "Officer" means an individual who is or was an
officer of the Corporation, or, unless the context
requires otherwise, an individual who, while an
officer of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An officer is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires
otherwise, the estate or personal representative of
an officer.
(6) "Official capacity" means: (i) when usedwith
respect to a director, the office of director in
the Corporation; and (ii) when used with respect to
an individual other than a director as contemplated
in Section 13.7, the office in the Corporation held
by the officer or the employment undertaken by the
employee on behalf of the Corporation. "Official
capacity" does not include service for any other
foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or
other enterprise, including charitable, non-profit
or civic organizations.
(7) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action suit or proceeding, whether civil,
criminal, administrative or investigative and
whether formal or informal.
13.2 Authority to Indemnify
(a) Except as provided in subsection (d), the Corporation
shall indemnify an individual made a party to a
proceeding because he is or was a director aqainst
liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official capacity
with the Corporation, that his conduct was in
its best interests; and
(ii) In all other cases, that his conduct was at
least not opposed to its best interests, and
(3)In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interest of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct
described in this section.
(d) The corporation shall not indemnify a director under
this section:
(1)In connection with a proceeding by or in the right
of the Corporation in which the director was
adjudged liable to the Corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
Corporation is limited to reasonable expenses incurred
in connection with the proceeding.
(f) The Corporation shall have power to make any further
indemnity, including advance of expenses, to and to
enter contracts of indemnity with any director that may
be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders,
except an indemnity against his gross negligence or
willful misconduct. Unless the articles of
incorporation, or any such bylaw or resolution provide
otherwise, any determination as to any further indemnity
shall be made in accordance with subsection (b) of
Section 13.6. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to
above and may inure to the benefit of the heirs,
executors and administrators of such person.
13.3 Mandatorv Indemnification
The Corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a
director of the Corporation against reasonable expenses
incurred by him in connection with the proceeding.
13.4 Advance for Expenses
(a) The Corporation shall pay for or reimburse thereasonable
expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the
proceeding if:
(1)The director furnishes the Corporation a written
affirmation of his good faith belief that he has met
the standard of conduct described in Section 13.2;
(2)The director furnishes the Corporation a written
undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
(3)A determination is made that the facts then known to
those making the determination would not preclude
indemnification under these By-Laws.
(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need
not be secured and may be accepted without reference to
financial ability to make repayment.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in Section
13.6.
13.5 Court-Ordered Indemnification
A director of the Corporation who is a party to a proceeding
may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction as
provided by law
13.6 Determination and Authorization of Indemnification
(a) The Corporation may not indemnify a director under
Section 13.2 unless authorized in the specific case
after a determination has been made that indemnification
of the director is permissible in the circumstances
because he has met the standard of conduct set forth in
Section 13.2
(b) The determination shalI be made:
(1)By the Board of Directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2)If a quorum cannot be obtained under subsection (b)
(1), by majority vote of a committee duly designated
by the Board of Directors (in which designation
directors who are parties may participate),
consisting solely of two (2) or more directors not
at the time parties to the proceeding;
(3)By special legal counsel:
(i) Selected by the Board of Directors or ts
committee in the manner prescribed in
subsection (b) (1) or (b) (2); or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (b) (1) and a
committee cannot be designated under subsection
(b) (2), selected by a majority vote of the
full Board of Directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b) (3) to
select counsel.
13.7 Indemnification of Officers, Employees and Agents
(1) An officer of the Corporation who is not a director is
entitled to mandatory indemnification under Section
13.3, and is entitled to apply for court-ordered
indemnification under Section 13.5, in each case to the
same extent as a director; and
(2) The Corporation shall indemnify and advance expenses
under these By-Laws to an officer or employee of the
Corporation who is not a director to the same extent as
to a director as provided under Sections 13.2, 13.4 and
13.6.
13.8 Insurance
If authorized by the Board of Directors, the Board of
Directors of Middle South Utilities. Inc. and/or otherwise
property authorized, the Corporation shall purchase and
maintain insurance on behalf of an individual who is or was a
director, office, or employee of the Corporation against
liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer or
employee, whether or not the Corporation would have power to
indemnify him against the same liability under Sections 13.2
or 13.3. If further authorized as provided in this
subsection, the Corporation shall purchase and maintain such
insurance on behalf of an individual who is or was a
director, officer or employee who, while a director, officer
or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, including charitable,
non-profit or civic organizations, whether or not the
Corporation would have power to indemnify him against the
same liability under Sections 13.2 or 13.3.
13.9 Application of By-Law
(a) This By-Law does not limit the Corporations power to pay
or reimburse expenses incurred by a director, officer or
employee in connection with his appearance as a witness
in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.
(b) The foregoing rights shall not be exclusive of other
rights to which any director, officer or employee may
otherwise be entitled.
(c) The foregoing shall not limit any right or power of the
Corporation to provide indemnification as allowed by
statute or otherwise.
13.10 Rights Deemed Contract Rights
All rights to indemnification and to advancement of expenses
under these By-Laws shall be deemed to be provided by a
contract between the Corporation and the director, officer or
employee who serves in such capacity at any time while these
By-Laws are in effect. Any repeal or modification of this
By-Law shall not affect any rights or obligations then
existing.
SECTION 14 - The Board of Directors may alter or amend these
by-laws at any meeting duly held as herein provided.
<PAGE>
Mississippi Power & Light Company
Action of Stockholders
Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the
Mississippi Code of 1972, the undersigned Entergy Corporation,
being the owner of all issued and outstanding shares of the
common stock of Mississippi Power & Light Company, hereby adopts
the following resolutions as the action of stockholders:
RESOLVED, That the first sentence of Section 8 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 8 - Notwithstanding any other provision
in these bylaws of the Corporation to the
contrary, the stockholders or the Board of
Directors shall have the power from time to time
to fix the number of directors of the Company,
provided that the number so fixed shall not be
less than three (3) or more than fifteen (15)."
RESOLVED, That the first sentence of Section 11 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 11 - EXECUTIVE COMMITTEE - The Board of
Directors may elect an Executive Committee to consist
of at least two members of the Board of
Directors."
RESOLVED, That the number of members of the Board of
Directors of the Corporation is fixed at six (6) and
the following persons are elected as Directors of
Mississippi Power & Light Company to hold office for
the ensuing year and until their successors shall have
been elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
Edwin A. Lupberger
Jerry L. Maulden
Donald E. Meiners
All requirements of notice of this meeting are hereby waived and,
where permissible, the actions taken herein shall be effective as
of May 5, 1994.
Date: May 25, 1994
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Action of Stockholders
Pursuant to 79-4-7.04 and 79-4-10.20 of the Mississippi Code
Ann. (Supp. 1989), the undersigned Entergy Corporation, being the
owner of all issued and outstanding shares of the common stock of
Mississippi Power & Light Company, hereby adopts the following
resolution as the action of stockholders:
RESOLVED, That the second sentence of Section 11 of
the bylaws of Mississippi Power & Light Company is
amended to read as follows:
"The Vice Chairman and Chief Operating
Officer of the Company shall also be a member
of the Executive Committee."
and further
RESOLVED, that Edwin Lupberger, Jerry L. Maulden and
Jerry D. Jackson shall continue as the members of the
Executive Committee of Mississippi Power & Light
Company until the next Annual Meeting (or Unanimous
Written Consent in Lieu Thereof) of Shareholders of
Mississippi Power & Light Company.
All requirements of notice of this meeting are hereby waived and
the actions taken herein shall be effective as of the date of
execution hereof.
Date: April 5, 1995
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
<PAGE>
Unanimous Written Consent of the
Board of Directors of Entergy Mississippi, Inc.
The undersigned, being all the Directors of Entergy
Mississippi, Inc., a Mississippi corporation (the "Corporation"),
do hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Miss.Code Ann. 79-4-10.03 and
79-4-7.04, do hereby take the following action without a meeting
and consent to such action by our execution of this consent,
intending it to have the same force and effect as a unanimous
vote at a meeting:
RESOLVED, that Section 8 of the bylaws of the
Corporation be amended by adding an additional
paragraph thereto which shall be and read as follows:
"The Board of Directors shall designate one of
its members as Chairman of the Board. The
position of Chairman of the Board is not an
officer position; therefore, the Chairman of
the Board need not be an officer of the
Corporation."
RESOLVED, that Sections 9 and 10 of the bylaws of the
Corporation be deleted and replaced with the following
Sections 9 and 10:
SECTION 9. a) The Board of Directors shall elect
individuals to occupy at least three executive
offices: President, Secretary and Treasurer. In
its discretion, the Board of Directors may elect
individuals to occupy other executive offices,
including Chief Executive Officer, Vice Chairman,
Chief Operating Officer, Vice President and such
other executive offices as the Board shall
designate. Officers shall be elected annually and
shall hold office until their respective
successors shall have been duly elected and
qualified, or until such officer shall have died
or resigned or shall have been removed by majority
vote of the whole Board. To the extent permitted
by the laws of the State of Mississippi,
individuals may occupy more than one office.
b) President. The President shall perform
duties incident to the office of a president of a
corporation and such other duties as from time to
time may be assigned to him by the Board of
Directors, by the Executive Committee or, if the
Board has elected a Chief Executive Officer and if
the Chief Executive Officer is not the President,
by the Chief Executive Officer.
c) Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from
time to time may be conferred upon or assigned to
him by the Board of Directors or the Executive
Committee, or as may be delegated to him by the
President or the Chief Executive Officer.
d) Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the
Board of Directors in books provided for the
purpose; shall see that all notices are duly given
in accordance with the provisions of law and these
bylaws; shall be custodian of the records and of
the corporate seal of the Corporation; shall see
that the corporate seal is affixed to all
documents the execution of which under the seal is
duly authorized, and when the seal is so affixed
he may attest the same; may sign, with the
Chairman of the Board, a Vice Chairman, the
President or a Vice President, certificates of
stock of the Corporation; and, in general, shall
perform all duties incident to the office of a
secretary of a corporation, and such other duties
as from time to time may be assigned to the
Secretary by the Chief Executive Officer, the
Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee. The Secretary shall also keep, or
cause to be kept, a stock book, containing the
name, alphabetically arranged, of all persons who
are stockholders of the Corporation, showing their
places of residence, the number of shares held by
them respectively, and the time when they
respectively became the owners thereof.
e) Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities,
receipts and disbursements of the Corporation, and
shall deposit, or cause to be deposited, in the
name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be
selected by the Board of Directors. The Treasurer
may endorse for collection on behalf of the
Corporation, checks, notes and other obligations;
may sign receipts and vouchers for payments made
to the Corporation singly or jointly with another
person as the Board of Directors may authorize;
may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the
Board; shall render or cause to be rendered to the
Chairman of the Board, the President and the Board
of Directors, whenever requested, an account of
the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President,
certificates of stock of the Corporation; and, in
general, shall perform all the duties incident to
the office of a treasurer of a corporation, and
such other duties as from time to time may be
assigned to him by the Chairman of the Board, a
Vice Chairman, the President, the Board of
Directors or the Executive Committee.
f) Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant
treasurers and other officers as it may deem
desirable. Each such officer shall hold office for
such period, have such authority and perform such
duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time,
authorize any officer to appoint and remove such
officers and to prescribe the powers and duties
thereof.
g) Vacancies; Absences. Any vacancy in any of the
above offices may be filled for the unexpired
portion of the term by the Board of Directors at
any regular or special meeting. Except when the
law requires the act of a particular officer, the
Board of Directors or the Executive Committee,
whenever necessary, may, in the absence of any
officer, designate any other officer or properly
qualified employee, to perform the duties of the
one absent for the time being, and such designated
officer or employee shall have, when so acting,
all the powers herein given to such absent
officer.
SECTION 10. Any officer may resign at any time by
giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, a
Vice Chairman, the President or the Secretary.
Unless otherwise specified therein, such
resignation shall take effect upon written receipt
thereof by the Board of Directors or by such
officer.
RESOLVED, That Wayne Leonard be, and he hereby is, elected
Chairman of the Board of the Corporation.
RESOLVED, That an Executive Committee be elected consisting
of Messrs. Leonard (Chairman), Maulden and Jackson.
RESOLVED, That Robert E. Kennington, II, E. B. Robinson, Jr.
and Robert M. Williams, Jr. be, and they hereby are, elected
Advisory Directors of the Company to serve until the next
election of Advisory Directors and until their successors
are elected and qualified.
RESOLVED, That Coopers & Lybrand be, and they hereby are,
appointed as independent accountants of the Company to
perform the audit of the Company's books for the year 1998.
RESOLVED, That the Approval Authority Policy, as attached,
be, and it hereby is, approved.
RESOLVED, That the following persons be, and they hereby
are, elected to the offices set opposite their names to
serve until the next election of officers and until their
successors are elected and qualified:
Wayne Leonard Chief Operating Officer
Jerry L. Maulden Vice Chairman
Donald E. Meiners President
William D. Bandt Executive Vice President-Retail Services
Frank F. Gallaher Executive Vice President and Chief
Utility Operating Officer
Jerry D. Jackson Executive Vice President and Chief
Administrative Officer
C. John Wilder Executive Vice President and Chief Financial
Officer
C. Gary Clary Senior Vice President-Human Resources and
Administration
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Michael G. Thompson Senior Vice President, General Counsel
and Secretary
Louis E. Buck, Jr. Vice President, Chief Accounting Officer
and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
Bill F. Cossar Vice President-State Governmental Affairs
Laurence M. Hamric Assistant Secretary
Christopher T. Screen Assistant Secretary
James W. Snider, Jr. Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Frank F. Gallaher Wayne Leonard
_______________________ _______________________
Donald C. Hintz Jerry L. Maulden
_______________________ _______________________
Jerry D. Jackson Donald E. Meiners
Exhibit 3(e)
By-Laws
of
Entergy New Orleans, Inc.
As of July 6, 1998
Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other
business as shall properly come before such meeting shall be
held in May of each year on a date and at a time and place to
be fixed by the Board of Directors of the Company at least
thirty (30) days before the date of such meeting so fixed.
Section 2. Special meetings of the stockholders of the
Corporation may be held upon the call of the President, the
Board of Directors or of the stockholders holding one-fifth
of the outstanding Common Stock, at the office of the Company
in the State of Louisiana. Such call shall state the
purpose, place and time of the meeting.
Section 3. Notice of the time, place and purpose of
every meeting of stockholders shall be mailed by the
Secretary or the officer performing his duties, at least
fifteen (15) days before the meeting, to each stockholder
entitled to vote in accordance with Section 5 hereof, at his
last known post office address, provided, however, that if
the stockholder be present at a meeting, or in writing waive
notice thereof before or after the meeting, notice of the
meeting to such stockholder is unnecessary.
Section 4. The holders of forty per centum (40%) of the
stock of the Corporation entitled to vote, present in person
or by proxy, shall constitute a quorum, but less than a
quorum shall have power to adjourn.
Section 5. At all meetings of stockholders each common
stockholder shall be entitled to one vote for each share of
stock held by him and may vote and otherwise act in person or
by proxy, but no proxy shall be voted more than eleven (11)
months after its date.
Section 6. At least two (2) days before each election by
the stockholders a full list of stockholders entitled to vote
at the election, arranged in alphabetical order with the
residence of each and the number of shares held by each,
shall be prepared by the Secretary or officer designated by
the Board of Directors and filed in the principal office of
the Corporation, which shall at all times during the usual
hours of business, for said two (2) days and during the
election, be open to the examination of any stockholder.
Section 7. Certificates of stock shall be of such form
and device as the Board of Directors may elect, and shall be
signed by, or bear the facsimile signatures of, the President
or Vice-President, and either the Secretary or Assistant
Secretary, or the Treasurer or Assistant Treasurer.
Section 8. The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by
the holders in person or by attorney on the surrender of the
certificates therefor. The Board of Directors may appoint one
or more transfer agents and registrars of the stock. The
books for the transfer of the stock may be closed for such
periods before and during the payment of dividends and the
holdings of meetings of stockholders, not to exceed thirty
(30) days at any one time, as the Board of Directors may from
time to time determine; and the Corporation shall make no
transfer of stock on its books during such period.
Section 9. The affairs of the Corporation shall be
managed by a Board consisting of not less than three (3) nor
more than fifteen (15) directors, who shall be elected
annually by the stockholders by ballot, to hold office until
their successors are elected and qualified. The number of
persons, within the foregoing limits, to compose the Board of
Directors at any given time shall be fixed by either the
stockholders or by the Board of Directors. The stockholders
at any meeting, by a majority vote of all the outstanding
Common Stock, may remove any director and fill the vacancy.
Vacancies in the Board of Directors or in the offices, except
vacancies in the Board of Directors caused by an increase in
the number of directors, may be filled by the Board at any
meeting. Vacancies in the Board of Directors arising from an
increase in the number of directors shall be filled at the
annual meeting or at a special meeting of stockholders called
for that purpose. The Board of Directors shall have power and
authority to authorize the payment of compensation to the
directors for services to the Corporation, including fees for
attendance at meetings of the Board of Directors, of the
Executive Committee and all other committees, and to
determine the amount of such compensation or fees.
The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any action,
suit or proceeding whether civil, criminal, administrative or
investigative (including any action by or in the right of the
Corporation) by reason of the fact that such person is or was
a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer or employee of another business, foreign or nonprofit
Corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments,
fines, settlements, and any other penalty regardless of
statutory characterization, actually and reasonably incurred
by such person in connection with such suit or proceeding if
such person acted in good faith, not contrary to Corporation
instructions or rules, in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct
was unlawful; provided that in case of actions by or in the
right of the Corporation, the indemnity shall be limited to
expenses (including attorneys' fees and amounts paid in
settlement not exceeding, in the judgment of the Board of
Directors, the estimated expense of litigating the action to
conclusion) actually and reasonably incurred in connection
with the defense or settlement of such action; and provided,
further, that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Corporation unless and
only to the extent that the court and the Board of Directors
by a majority vote of a quorum of disinterested directors
shall determine, upon application, that despite the
adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court and the Board of Directors by a majority vote of a
quorum of disinterested directors shall deem proper.
Any indemnification under this Section shall be made by
the Corporation only as authorized in a specific case upon a
determination that the applicable standards of conduct set
out above have been met. Such determination can be made (1)
by the Board of Directors by a majority vote of a quorum of
disinterested directors, or (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs,
by independent legal counsel. The body or person making the
determination may waive the requirement concerning conformity
to Corporation instructions or rules. The other standards may
not be waived. However, any act or omission undertaken in
good faith in response to an order or other enforcement
mechanism of a federal, state or local authority, shall be
construed to be in the best interest of the Corporation in
conformity to corporate instructions and rules. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was unlawful.
Expenses incurred in defending such an action, suit or
proceeding, may be paid by the Corporation in advance of the
final disposition thereof if authorized by the Board of
Directors in the manner provided immediately above, upon
receipt of an undertaking by or on behalf of the director,
officer or employee to repay such amount, unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Corporation as authorized in this Section.
The indemnification provided above shall not be deemed
exclusive of any other rights to which the person indemnified
may be entitled under any by-law, agreement, authorization of
shareholders or disinterested directors, or otherwise, and
shall continue as to a person who has ceased to be a
director, officer or employee, and shall inure to the benefit
of such person's legal representatives.
Section 10. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon
call of the President or a Vice President or any two
directors. Meetings of the Board of Directors may be held by
means of telephone conference calls, in which connection (a)
the directors may participate in and hold such a meeting by
means of conference telephone or similar communications
equipment provided that all persons participating in the
meeting can hear and communicate with each other, and (b)
participation in such a meeting shall constitute presence in
person at such meeting except where such participation is for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully
called or convened. The Secretary or officer performing his
duties shall give reasonable notice (which need not exceed
two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the
annual election, and notice need not be given of regular
meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all
directors are present or if those not present waive notice
either before or after the meeting. Notice by mailing or
telegraph to the usual business or residence address of the
director shall be sufficient. Five (5) members of the Board
shall constitute a quorum.
Section 11. The Board of Directors shall designate one
of its members as Chairman of the Board. The position of
Chairman of the Board is not an officer position; therefore,
the Chairman of the Board need not be an officer of the
Corporation.
Section 12 a) The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Louisiana, individuals may occupy more than one
office.
b) President. The President shall perform duties
incident to the office of a president of a corporation and
such other duties as from time to time may be assigned to him
by the Board of Directors, by the Executive Committee or, if
the Board has elected a Chief Executive Officer and if the
Chief Executive Officer is not the President, by the Chief
Executive Officer.
c) Vice Presidents. Each Vice President shall have such
powers and shall perform such duties as from time to time may
be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated
to him by the President or the Chief Executive Officer.
d) Secretary. The Secretary shall keep the minutes of
all meetings of the stockholders and of the Board of
Directors in books provided for the purpose; shall see that
all notices are duly given in accordance with the provisions
of law and these bylaws; shall be custodian of the records
and of the corporate seal of the Corporation; shall see that
the corporate seal is affixed to all documents the execution
of which under the seal is duly authorized, and when the seal
is so affixed he may attest the same; may sign, with the
Chairman of the Board, a Vice Chairman, the President or a
Vice President, certificates of stock of the Corporation;
and, in general, shall perform all duties incident to the
office of a secretary of a corporation, and such other duties
as from time to time may be assigned to the Secretary by the
Chief Executive Officer, the Chairman of the Board, a Vice
Chairman, the President, the Board of Directors or the
Executive Committee. The Secretary shall also keep, or cause
to be kept, a stock book, containing the name, alphabetically
arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of
shares held by them respectively, and the time when they
respectively became the owners thereof.
e) Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all moneys
or other valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be selected
by the Board of Directors. The Treasurer may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, the
President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and
such other duties as from time to time may be assigned to him
by the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.
f) Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other officers as it may deem desirable. Each such officer
shall hold office for such period, have such authority and
perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove such officers and to prescribe
the powers and duties thereof.
g) Vacancies; Absences. Any vacancy in any of the above
offices may be filled for the unexpired portion of the term
by the Board of Directors at any regular or special meeting.
Except when the law requires the act of a particular officer,
the Board of Directors or the Executive Committee, whenever
necessary, may, in the absence of any officer, designate any
other officer or properly qualified employee, to perform the
duties of the one absent for the time being, and such
designated officer or employee shall have, when so acting,
all the powers herein given to such absent officer.
Section 13. Any officer may resign at any time by
giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, a Vice Chairman, the
President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon written
receipt thereof by the Board of Directors or by such officer.
Section 14. The Board of Directors, as soon as may be
after the election in each year, may, by a resolution passed
by a majority of the whole Board, appoint an Executive
Committee, to consist of such number of the directors, not
less than three (3), as the Board may from time to time
determine, which shall have and may exercise during the
intervals between the meetings of the Board all the powers
vested in the Board except (a) the power to fill vacancies in
the Board (b) the power to change the membership of or fill
vacancies in said Committee and (c) the power to change the
By-Laws. The Board shall have the power at any time to change
the membership of such Committee and to fill vacancies in it.
The Executive Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it
may deem necessary. A majority of the members of said
Committee shall constitute a quorum. The Board shall
designate the Chairman of the Executive Committee.
Section 15. The Board of Directors is authorized to
select such depositaries as they shall deem proper for the
funds of the Corporation. All checks and drafts against such
deposited funds shall be signed and countersigned by officers
or persons to be specified by the Board of Directors or the
Executive Committee.
Section 16. The corporate seal of the Corporation shall
be in such form as the Board of Directors shall prescribe.
Section 17. Either the Board of Directors or the
stockholders may alter or amend these By-Laws at any meeting
duly held as above provided, the notice of which includes
notice of the proposed amendment.
Exhibit 3(f)
BY-LAWS
OF
SYSTEM ENERGY RESOURCES, INC.
EFFECTIVE MAY 4, 1989
ARTICLE I
OFFICES
The principal business office of the corporation shall be in
Jackson, Mississippi. The corporation may also have offices at
such other places as the Board of Directors may from time to time
designate or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of stockholders,
whether annual or special, shall be held at the offices of the
corporation in the City of Jackson, Mississippi, unless some
other place for said meeting, either within or without the State
of Arkansas, shall have been fixed by the Board of Directors and
set forth in the notice of meeting.
Section 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held at 10:00 o'clock in the forenoon, on the third Friday in
the month of May in each year, unless that day shall be a legal
holiday, in which event the meeting shall be held on the next
succeeding business day not a legal holiday; provided, however,
that the Board of Directors may by resolution fix a different
time of day for the holding of any particular annual meeting.
Section 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of the chief
executive officer of the corporation and shall be called by the
Chairman of the Board or the President at the request in writing
of any three Directors, a majority of the Executive Committee or
stockholders holding 10% of the capital stock entitled to vote at
such time. The notice of each special meeting shall state the
purpose or purposes of the proposed meeting, and the business
transacted at such meeting shall be confined to such purpose or
purposes.
Section 4. Notice. A written or printed notice, signed by
the Chairman of the Board, the President, a Vice President, the
Secretary or an Assistant Secretary, the Treasurer or an
Assistant Treasurer, of the time, place and purpose of every
meeting of stockholders shall be served upon or mailed or caused
to be mailed, postage prepaid, by the Secretary or the officer
performing his duties not less than ten or more than sixty days
before such meeting (except as otherwise provided by Arkansas
law) to each stockholder of record entitled to vote at his
address as it appears upon the stock book of the corporation.
Section 5. Organization. The chief executive officer or, in
his absence, a person appointed by him or, in default of such
appointment, the officer next in seniority of position, shall
call meetings of the stockholders to order and shall act as
chairman thereof. The Secretary of the corporation, if present,
shall act as secretary of all meetings of stockholders, and in
his absence, the presiding officer may appoint a secretary.
Section 6. Order of Business. At all meetings of the
stockholders the order of business shall be as follows:
(a)call to order;
(b)appointment of a secretary, if necessary;
(c)presentation of proof of the due calling of the meeting;
(d)presentation and examination of proxies, and
determination of the number of shares present in person
or by proxy and entitled to vote;
(e)reading and settlement of the minutes of the previous
meeting;
(f)reports of officers and committees, if any;
(g)the election of Directors if the meeting is an annual
meeting or a meeting called for that purpose;
(h)unfinished business;
(i)new business; and
(j)adjournment.
Section 7. No meeting of stockholders, including annual
meetings, need be held if the action desired is authorized by a
consent as permitted by the Amended and Restated Articles of
Incorporation.
ARTICLE III
DIRECTORS
Section 1. General Powers. The property, affairs and
business of the corporation shall be managed by the Board of
Directors.
Section 2. Resignations. Any Director may resign at any
time by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary of the
corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof by the Board
of Directors or any such officer.
Section 3. Meetings. Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Arkansas, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
President or a Vice President and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be held
at any time upon the call of the chief executive officer of the
corporation or any two of the Directors by oral, telegraphic or
written notice, duly given, or sent or mailed to each Director
not less than twenty-four hours before such meeting. Regular
meetings of the Board may be held without notice at such time and
place as shall from time to time be determined by resolution of
the board, but in any event at intervals of not more than three
months.
Section 4. Meetings. Participation. Members of the Board of
Directors may participate at Board Meetings either by attending
in person or by means of conference telephone or similar
communications equipment, provided that all persons participating
in the meeting can hear and communicate with each other.
Participation by means of conference telephone or similar
communications equipment shall constitute presence at such
meetings.
Section 5. Board Action Without a Meeting. Action taken by
a majority of the Directors without a meeting in respect to any
corporate matter is nevertheless valid Board action if either
before or after such action is taken all members of the Board
sign, and file with the Secretary of the corporation, for
inclusion in the corporate minute book, a memorandum showing (a)
the nature of the action taken, (b) that each member of the Board
consented to the Board acting informally in respect to such
matter, and (c) the names of the Directors who approve the action
taken and the names of those who oppose it, if any.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Executive Committee. The Board of Directors may
appoint an Executive Committee of not less than three or more
than five members, to serve during the pleasure of the Board, to
consist of the Chairman of the Board, the President and such
additional Directors as the Board may from time to time
designate. The chief executive officer of the corporation shall
be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any two
members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive Cornmittee
shall possess and may exercise all the powers of the Board in the
management and direction of the business and affairs of the
corporation (except as otherwise provided by Arkansas law). The
taking of action by the Executive Committee shall be conclusive
evidence that the Board was not in session when such action was
taken. The Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall be
reported to the Board at its meeting next following the meeting
of the Executive Cornmittee and shall be subject to revision or
alteration by the Board; provided, that no rights of third
parties shall be affected by such revision or alteration.
Section 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board, may appoint other committees for any purpose or purposes,
and such committees shall have such powers as shall be conferred
by the resolution of appointment.
Section 5. Meetings. Participation. Members of the
Executive Committee or any other committee may participate at
meetings either by attending in person or by means of conference
telephone or similar cornmunications equipment, provided that all
persons participating in the meeting can hear and communicate
with each other. Participation by means of conference telephone
or similar communications equipment shall constitute presence at
such meetings.
ARTICLE V
OFFICERS
Section 1. Executive Officers. As executive officers, the
Board of Directors may elect a Chairman of the Board and shall
elect a President, a Secretary, a Treasurer, and in their
discretion, one or more Vice Presidents. Whenever the Board of
Directors shall elect both a Chairman of the Board and a
President, the Board of Directors shall, by resolution, designate
one of them as the chief executive officer of the corporation
who, subject to the direction of the Board of Directors and of
the Executive Committee, shall have direct charge of and general
supervision over the business and affairs of the corporation.
The officers shall be elected annually by the Board of Directors
at its first meeting following the annual meeting of
stockholders, or by written consent in lieu of such meeting, and
each shall hold office until his successor shall have been duly
elected and qualified, or until he shall have died or resigned or
shall have been removed by a majority vote of the whole Board.
Section 2. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at
all meetings of the Board of Directors, and shall have such other
duties as from time to time may be assigned to him by the Board
of Directors, by the Executive Committee or, if the President
shall have been designated chief executive officer of the
corporation, by the President.
Section 3. President. The President shall be a member of
the Board of Directors. He shall perform all duties incident to
the office of a president of a corporation and such other duties
as from time to time may be assigned to him by the Board of
Directors, by the Executive Committee or, if the Chairman of the
Board shall have been designated chief executive officer of the
corporation, by the Chairman of the Board. At any time when the
office of the Chairman of the Board shall be vacant or if the
Board of Directors shall not elect a Chairman of the Board, the
President of the corporation shall be the chief executive officer
of the corporation and have the powers of that office specified
in Section 1 of this Article V.
Section 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated to
him by the Chairman of the Board or the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for that purpose; he shall see that all notices
are duly given in accordance with the provisions of law and these
By-Laws; he shall be custodian of the records and of the
corporate seal of the corporation; he shall see that the
corporate seal is affixed to all documents the execution of which
under the seal is duly authorized, and when the seal is so
affixed he may attest the same; he may sign, with the President
or a Vice President, certificates of stock of the corporation;
and in general, he shall perform all duties incident to the
office of a secretary of a corporation, and such other duties as
from time to time may be assigned to him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Section 6. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the corporation, and shall deposit, or cause to
be deposited, in the name of the corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositaries as shall, from time to time, be selected by the
Board of Directors; he may endorse for collection on behalf of
the corporation, checks, notes and other obligations; he may sign
receipts and vouchers for payments made to the corporation;
singly or jointly with another person as the Board of Directors
may authorize, he may sign checks of the corporation and pay out
and dispose of the proceeds under the direction of the Board; he
shall render or cause to be rendered to the Chairman of the
Board, the President and the Board of Directors, whenever
requested, an account of the financial condition of the
corporation; and in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as from time to time may be assigned to him by the
Chairman of the Board, the President, the Board of Directors or
the Executive Committee.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
Section 8. Vacancies. Absences. Any vacancy in any of the
above offices may be filled for the unexpired portion of the term
by the Board of Directors, at any regular or special meeting.
Except when the law requires the act of a particular officer, the
Board of Directors or the Executive Committee whenever necessary
may, in the absence of any officer, designate any other officer
or properly qualified employee, to perform the duties of the one
absent for the time being, and such designate officer or employee
shall have, when so acting, all the powers herein given to such
absent officer.
Section 9. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the
Secretary. Unless otherwise specified therein, such resignation
shall take effect upon written receipt thereof by the Board of
Directors or by such officer.
ARTICLE VI
CAPITAL STOCK
Section 1. Stock Certificates. Every stockholder shall be
entitled to have a certificate certifying the number of shares
owned by him in the corporation. Certificates of stock shall be
signed by the President or a Vice President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and sealed with the seal of the corporation. Such
seal may be facsimile, engraved or printed.
Section 2. Transfer of Shares. The shares of stock of the
corporation shall be transferred on the books of the corporation
by the holder thereof in person or by his attorney lawfully
constituted, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed,
with such proof or guaranty of the authenticity of the signature
as the corporation or its agents may reasonably require.
Section 3. Record Dates. The Board of Directors may fix a
date, not exceeding seventy days in advance of the date of any
meeting of stockholders, or of the date for the payment of any
dividend, or of the date for the allotment of rights, or of the
date when any issuance, change, conversion or exchange of capital
stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at, any such meeting or entitled to receive payment of any
such dividend or to any such allotment of rights, or to exercise
the rights in respect of any such issuance, change, conversion or
exchange of capital stock, as the case may be. In such case only
such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at,
such meeting or to receive payment of such dividend, or to
receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of stock on the
books of the corporation after the record date so fixed.
ARTICLE VII
CHECKS. NOTES. ETC.
Section 1. Execution of Checks. Notes. etc. All checks and
drafts on the corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and other
instruments for the payment of money, may be signed by the
President or by such other officer or officers, person or
persons, as shall be authorized from time to time by the
President or the Board of Directors or the Executive Committee.
Section 2. Execution of Contracts. Assignments. etc. All
contracts agreements, endorsements, assignments, transfers, stock
powers, and other instruments may be signed in the name of and on
behalf of the Corporation by the President or by such other
officer or officers, person or persons, as shall be authorized
from time to time by the President or the Board of Directors or
the Executive Committee.
Section 3. Voting of Stock and Execution of Proxies. The
Chairman of the Board, the President, any Vice President or any
other officer of the corporation designated by the Board of
Directors, the Executive Committee, the Chairman of the Board, or
the President, shall be authorized to attend any meeting of the
stockholders of any other corporation in which the corporation is
an owner of stock and to vote such stock upon all matters coming
before such meeting. The Chairman of the Board, the President or
any Vice President may sign and issue proxies to vote shares of
stock of other corporations owned by the corporation.
ARTICLE VIII
WAIVERS
Whenever under the provisions of these By-Laws or of any law
the stockholders or Directors are authorized to hold any meeting
or take any action after notice or after the lapse of any
prescribed period of time, such meeting or action may be held or
taken without notice and without such lapse of time, on written
waiver of such notice and lapse of time signed by every person
entitled to such notice or by his attorney or attorneys thereunto
authorized, either before or after the meeting or action to which
such notice relates.
ARTICLE IX
SEAL
The seal of the corporation shall show the year of its
incorporation and shall be in such form as the Board of Directors
shall prescribe. The seal on any corporate obligation for the
payment of money may be a facsimile, engraved, or printed.
ARTICLE X
AMENDMENTS
These By-Laws may be amended in accordance with the
provisions of applicable law and the Amended and Restated
Articles of Incorporation.
<PAGE>
Unanimous Written Consent of the
Board of Directors of System Energy Resources, Inc.
The undersigned, being all the Directors of System Energy
Resources, Inc., an Arkansas corporation (the "Corporation"), do
hereby waive all notice and the holding of a meeting, and
pursuant to the provisions of Ark. Code Ann. 4-27-821, do
hereby take the following action without a meeting and consent to
such action by our execution of this consent, intending it to
have the same force and effect as a unanimous vote at a meeting:
RESOLVED, that Article III of the bylaws of the
Corporation be amended by adding an additional Section
6 thereto which shall be and read as follows:
"Section 6. Chairman of the Board. The Board
of Directors shall designate one of its
members as Chairman of the Board. The
position of Chairman of the Board is not an
officer position; therefore, the Chairman of
the Board need not be an officer of the
Corporation."
RESOLVED, that Article V of the Bylaws of the Corporation be
deleted and replaced with the following Article V:
ARTICLE V.
OFFICERS.
Section 1. The Board of Directors shall elect
individuals to occupy at least three executive
offices: President, Secretary and Treasurer. In
its discretion, the Board of Directors may elect
individuals to occupy other executive offices,
including Chief Executive Officer, Vice Chairman,
Chief Operating Officer, Vice President and such
other executive offices as the Board shall
designate. Officers shall be elected annually and
shall hold office until their respective
successors shall have been duly elected and
qualified, or until such officer shall have died
or resigned or shall have been removed by majority
vote of the whole Board. To the extent permitted
by the laws of the State of Arkansas, individuals
may occupy more than one office.
Section 2. President. The President shall
perform duties incident to the office of a
president of a corporation and such other duties
as from time to time may be assigned to him by the
Board of Directors, by the Executive Committee or,
if the Board has elected a Chief Executive Officer
and if the Chief Executive Officer is not the
President, by the Chief Executive Officer.
Section 3. Vice Presidents. Each Vice
President shall have such powers and shall perform
such duties as from time to time may be conferred
upon or assigned to him by the Board of Directors
or the Executive Committee, or as may be delegated
to him by the President or the Chief Executive
Officer.
Section 4. Secretary. The Secretary shall
keep the minutes of all meetings of the
stockholders and of the Board of Directors in
books provided for the purpose; shall see that all
notices are duly given in accordance with the
provisions of law and these bylaws; shall be
custodian of the records and of the corporate seal
of the Corporation; shall see that the corporate
seal is affixed to all documents the execution of
which under the seal is duly authorized, and when
the seal is so affixed he may attest the same; may
sign, with the Chairman of the Board, a Vice
Chairman, the President or a Vice President,
certificates of stock of the Corporation; and, in
general, shall perform all duties incident to the
office of a secretary of a corporation, and such
other duties as from time to time may be assigned
to the Secretary by the Chief Executive Officer,
the Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.
The Secretary shall also keep, or cause to be
kept, a stock book, containing the name,
alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their
places of residence, the number of shares held by
them respectively, and the time when they
respectively became the owners thereof.
Section 5. Treasurer. The Treasurer shall
have charge of and be responsible for all funds,
securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks,
trust companies or other depositories as shall,
from time to time, be selected by the Board of
Directors. The Treasurer may endorse for
collection on behalf of the Corporation, checks,
notes and other obligations; may sign receipts and
vouchers for payments made to the Corporation
singly or jointly with another person as the Board
of Directors may authorize; may sign checks of the
Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of
the Board, the President and the Board of
Directors, whenever requested, an account of the
financial condition of the Corporation; may sign,
with the Chairman of the Board, a Vice Chairman,
the President or a Vice President, certificates of
stock of the Corporation; and, in general, shall
perform all the duties incident to the office of a
treasurer of a corporation, and such other duties
as from time to time may be assigned to him by the
Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.
Section 6. Subordinate Officers. The Board of
Directors may appoint such assistant secretaries,
assistant treasurers and other officers as it may
deem desirable. Each such officer shall hold
office for such period, have such authority and
perform such duties as the Board of Directors may
prescribe. The Board of Directors may, from time
to time, authorize any officer to appoint and
remove such officers and to prescribe the powers
and duties thereof.
Section 7. Vacancies; Absences. Any vacancy
in any of the above offices may be filled for the
unexpired portion of the term by the Board of
Directors at any regular or special meeting.
Except when the law requires the act of a
particular officer, the Board of Directors or the
Executive Committee, whenever necessary, may, in
the absence of any officer, designate any other
officer or properly qualified employee, to perform
the duties of the one absent for the time being,
and such designated officer or employee shall
have, when so acting, all the powers herein given
to such absent officer.
Section 8. Resignations. Any officer may
resign at any time by giving written notice of
such resignation to the Board of Directors, the
Chairman of the Board, a Vice Chairman, the
President or the Secretary. Unless otherwise
specified therein, such resignation shall take
effect upon written receipt thereof by the Board
of Directors or by such officer.
RESOLVED, That Robert v.d. Luft be, and he hereby is,
elected Chairman of the Board of the Corporation.
RESOLVED, That the Approval Authority Policy, as attached,
be, and it hereby is, approved.
RESOLVED, That the following persons be, and they hereby
are, elected to the offices set opposite their names to
serve until the next election of officers and until their
successors are elected and qualified:
Donald C. Hintz President and Chief Executive
Officer
C. John Wilder Executive Vice President and Chief
Financial Officer
Naomi A. Nakagama Senior Vice President-Finance and
Treasurer
Louis E. Buck, Jr. Vice President, Chief Accounting
Officer and Assistant Secretary
Steven C. McNeal Vice President-Corporate Finance and
Assistant Treasurer
Joseph L. Blount Secretary
Laurence M. Hamric Assistant Secretary
Christopher T. Screen Assistant Secretary
Bruce A. Dennis Assistant Treasurer
Effective Date: July 6, 1998
_______________________ _______________________
Robert v.d. Luft Wayne Leonard
_______________________ _______________________
Donald C. Hintz Jerry L. Maulden
Exhibit 4(b)
ENTERGY NEW ORLEANS, INC.
(formerly New Orleans Public Service Inc.)
TO
BANK OF MONTREAL TRUST COMPANY
And
MARK F. McLAUGHLIN
(successor to Z. George Klodnicki)
As Trustees under the Mortgage and
Deed of Trust, dated as of May 1, 1987
of Entergy New Orleans, Inc. (formerly
New Orleans Public Service Inc.)
SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds designated as
First Mortgage Bonds,
7% Series due July 15, 2008
(Tenth Series)
Dated as of July 1, 1998
<PAGE>
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1,
1998, between ENTERGY NEW ORLEANS, INC. (formerly, New Orleans
Public Service Inc.) a corporation of the State of Louisiana,
whose post office address is 639 Loyola Avenue, New Orleans,
Louisiana 70113 and BANK OF MONTREAL TRUST COMPANY, a corporation
of the State of New York, whose principal office is located at 88
Pine Street, New York, New York 10005 and MARK F. McLAUGHLIN
(successor to Z. George Klodnicki), whose post office address is
44 Norwood Avenue, Allenhurst, New Jersey 07711, as trustees
under the Mortgage and Deed of Trust, dated as of May 1, 1987,
executed and delivered by the Company (herein called the
"Original Indenture"; the Original Indenture and any and all
indentures and instruments supplemental thereto being herein
called the "Indenture");
WHEREAS, the Original Indenture has been duly recorded
and filed as required in the State of Louisiana simultaneously
with the recording and filing of the First Supplemental Indenture
thereto, dated as of May 1, 1987, between the Company and BANK OF
MONTREAL TRUST COMPANY and Z. GEORGE KLODNICKI (Mark F.
McLaughlin, successor), as trustees (herein called the "First
Supplemental Indenture"); and
WHEREAS, the Original Indenture was recorded in various
Parishes in the State of Louisiana; and
WHEREAS, the Company executed and delivered to the
Trustees (as such term and all other defined terms used herein
and not defined herein having the respective definitions to which
reference is made in Article I below) its Second Supplemental
Indenture, dated as of January 1, 1988, its Third Supplemental
Indenture, dated as of March 1, 1993, its Fourth Supplemental
Indenture, dated as of September 1, 1993, its Fifth Supplemental
Indenture, dated as of April 1, 1995, and its Sixth Supplemental
Indenture, dated as of March 1, 1996, each as a supplement to the
Original Indenture, which Supplemental Indentures have been duly
recorded in various Parishes in the State of Louisiana, which
Parishes are the same Parishes in which this Seventh Supplemental
Indenture is to be recorded; and
WHEREAS, the Company has heretofore issued, in
accordance with the provisions of the Indenture, the following
series of bonds:
Series Principal Principal
Amount Amount
Issued Outstanding
10.95% Series due May 1, 1997 $75,000,000 None
13.20% Series due February 1, 1991 1,400,000 None
13.60% Series due February 1, 1993 29,400,000 None
13.90% Series due February 1, 1995 9,200,000 None
7% Series due March 1, 2003 25,000,000 25,000,000
8% Series due March 1, 2023 45,000,000 45,000,000
7.55% Series due September 1, 2023 30,000,000 30,000,000
8.67% Series due April 1, 2005 30,000,000 30,000,000
8% Series due March 1, 2006 40,000,000 40,000,000
; and
WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or impliedly reserved to or in any way conferred upon
the Company by any provision of the Indenture, whether such
power, privilege or right is in any way restricted or is
unrestricted, may be in whole or in part waived or surrendered or
subjected to any restriction if at the time unrestricted, or to
additional restriction if already restricted, and the Company may
enter into any further covenants, limitations, restrictions or
provisions for the benefit of any one or more series of bonds
issued thereunder, or the Company may establish the terms and
provisions of any series of bonds by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to be
recorded in all of the states in which any property at the time
subject to the Lien of the Indenture shall be situated; and
WHEREAS, the Company desires to create a new series of
bonds under the Indenture and to add to its covenants and
agreements contained in the Indenture certain other covenants and
agreements to be observed by it; and
WHEREAS, all things necessary to make this Seventh
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issue of said series of bonds, subject to
the terms of the Indenture, has been in all respects duly
authorized;
NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of
the premises and of Ten Dollars ($10) to it duly paid by the
Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in
order to secure the payment of both the principal of and interest
and premium, if any, on the bonds from time to time issued under
the Indenture, according to their tenor and effect and the
performance of all provisions of the Indenture (including any
modification made as in the Indenture provided) and of said
bonds, hath granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over and confirmed and granted a security interest
in, and by these presents doth grant, bargain, sell, release,
convey, assign, transfer, mortgage, hypothecate, affect, pledge,
set over and confirm and grant a security interest in (subject,
however, to Excepted Encumbrances as defined in Section 1.06 of
the Original Indenture), unto MARK F. McLAUGHLIN and (to the
extent of its legal capacity to hold the same for the purposes
hereof) to BANK OF MONTREAL TRUST COMPANY, as Trustees, and to
their successor or successors in said trust, and to said Trustees
and their successors and assigns forever (1) all rights, legal
and equitable, of the Company (whether in accordance with
Paragraph 32 of that certain Resolution No. R-86-112, adopted by
the Council of the City of New Orleans on March 20, 1986 and
accepted by the Company on March 25, 1986, as superseded by
Resolution No. R-91-157, effective October 4, 1991, and as
further superseded by Resolution No. R-97-985, effective November
25, 1997, or pursuant to other regulatory authorization or by
operation of law or otherwise), in the event of the purchase and
acquisition by the City of New Orleans (or any other governmental
authority or instrumentality or designee thereof) of properties
and assets of the Company, to recover and receive payment and
compensation from the City (or from such other governmental
authority or instrumentality or designee thereof or any other
person) of an amount equal to the aggregate uncollected balance
of (A) the deferrals of Grand Gulf 1 Costs (as defined in the
Original Indenture) and the deferred carrying charges accrued
thereon that have accumulated prior to the City or such other
entity providing official notice to the Company of the City's or
such other entity's intent to effect such purchase and
acquisition and (B) if and to the extent that the City or such
other entity and the Company agree that the City or such other
entity is liable for all or a portion of the aggregate
uncollected balance of such deferrals accumulating thereafter or
a court of final resort so holds, such deferrals that have
accumulated subsequent to such notice (said rights of the
Company, together with the proceeds and products thereof, being
defined in the Original Indenture as the "Municipalization
Interest"); and (2) all properties of the Company, real, personal
and mixed, of the kind or nature described or mentioned in the
Original Indenture; and (3) all properties of the Company
specifically described in Article VI hereof and all other
properties of the Company, real, personal and mixed, of the kind
or nature specifically mentioned in the Original Indenture or of
any other kind or nature acquired by the Company on or after the
date of the execution and delivery of the Original Indenture
(except any herein or in the Original Indenture, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 15.03 of the Original Indenture, hereafter
acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same, the scope and intent of
the foregoing or of any general description contained herein or
in the Original Indenture, as heretofore supplemented), all real
estate, lands, easements, servitudes, licenses, permits,
franchises, privileges, rights of way and other rights in or
relating to real estate or the occupancy of the same; all power
sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, waterways, dams, dam sites, aqueducts, and all
other rights or means for appropriating, conveying, storing and
supplying water; all rights of way and roads; all plants for the
generation of electricity by steam, water and/or other power; all
power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto; all telephone, radio and
television systems, air-conditioning systems, and equipment
incidental thereto, water wheels, water works, water systems,
steam heat and hot water plants, substations, electric, gas and
water lines, service and supply systems, bridges, culverts,
tracks, ice or refrigeration plants and equipment, offices,
buildings and other structures and the equipment thereof; all
machinery, engines, boilers, dynamos, turbines, electric, gas and
other machines, prime movers, regulators, meters, transformers,
generators (including, but not limited to, engine driven
generators and turbogenerator units), motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, towers,
overhead conductors and devices, underground conduits,
underground conductors and devices, wires, cables, tools,
implements, apparatus, storage battery equipment, and all other
fixtures and presently; all municipal and other franchises,
consents or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for
any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith
and (except as herein or in the Original Indenture, as heretofore
supplemented, expressly excepted) all the rights, title and
interest of the Company in and to all other property of any kind
or nature appertaining to and/or used and/or occupied and/or
enjoyed in connection with any property herein or in the Original
Indenture, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 11.01 of
the Original Indenture) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property, rights and franchises
and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 15.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof, except any herein or
in the Original Indenture, as heretofore supplemented, expressly
excepted, shall be and are as fully granted and conveyed hereby
and as fully embraced within the Lien of the Original Indenture
and the Lien hereof as if such property, rights and franchises
were now owned by the Company and were specifically described
herein and granted and conveyed hereby.
PROVIDED that, except as provided herein and in the
Original Indenture with respect to the Municipalization Interest,
the following are not and are not intended to be now or hereafter
granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed hereunder, nor is a security interest therein hereby
or by the Original Indenture, as heretofore supplemented, granted
or intended to be granted, and the same are hereby expressly
excepted from the Lien of the Indenture and the operation of this
Seventh Supplemental Indenture, viz.: (1) cash, shares of stock,
bonds, notes and other obligations and other securities not
heretofore or hereafter specifically pledged, paid, deposited,
delivered or held hereunder or covenanted so to be; (2)
merchandise, equipment, apparatus, materials or supplies held for
the purpose of sale or other disposition in the usual course of
business or for the purpose of repairing or replacing (in whole
or part) any rolling stock, buses, motor coaches, automobiles and
other vehicles or aircraft or boats, ships, or other vessels and
any fuel, oil and similar materials and supplies consumable in
the operation of any of the properties of the Company; rolling
stock, buses, motor coaches, automobiles and other vehicles and
all aircraft; boats, ships and other vessels; all timber,
minerals, mineral rights and royalties; (3) bills, notes and
other instruments and accounts receivable, judgments, demands,
general intangibles and chooses in action, and all contracts,
leases and operating agreements not specifically pledged
hereunder or under the Original Indenture or covenanted so to be;
(4) the last day of the term of any lease or leasehold which may
hereafter become subject to the Lien of the Indenture; (5)
electric energy, gas, water, steam, ice, and other materials or
products generated, manufactured, produced or purchased by the
Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or
natural gas transportation lines or other works or property used
primarily and principally in the production of natural gas or its
transportation, primarily for the purpose of sale to natural gas
customers or to a natural gas distribution or pipeline company,
up to the point of connection with any distribution system; and
(7) the Company's franchise to be a corporation; provided,
however, that the property and rights expressly excepted from the
Lien and operation of the Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that either or both of
the Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XII of the Original Indenture by reason of
the occurrence of a Default.
TO HAVE AND TO HOLD all such properties, real, personal
and mixed, granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed or in which a security interest
has been granted by the Company as aforesaid, or intended so to
be (subject, however, to Excepted Encumbrances as defined in
Section 1.06 of the Original Indenture), unto MARK F. McLAUGHLIN
and (to the extent of its legal capacity to hold the same for the
purposes hereof) to BANK OF MONTREAL TRUST COMPANY, and their
successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon
the same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Original
Indenture, as heretofore supplemented, this Seventh Supplemental
Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Original Indenture, as heretofore supplemented, shall
affect and apply to the property hereinbefore and hereinafter
described and conveyed and to the estate, rights, obligations and
duties of the Company and the Trustees and the beneficiaries of
the trust with respect to said property, and to the Trustees and
their successors as Trustees of said property in the same manner
and with the same effect as if said property had been owned by
the Company at the time of the execution of the Original
Indenture and had been specifically and at length described in
and conveyed to said Trustees by the Original Indenture as a part
of the property therein stated to be conveyed.
The Company further covenants and agrees to and with
the Trustees and their successor or successors in said trust
under the Indenture, as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01 Terms From the Original Indenture and First
Supplemental Indenture. Except as set forth in Section 1.02
below, all defined terms used in this Seventh Supplemental
Indenture and not otherwise defined herein shall have the
respective meanings ascribed to them in the Original Indenture or
the First Supplemental Indenture, as the case may be.
Section 1.02 Amendment of Defined Term. Section 1.02 of the
First Supplemental Indenture, as amended, is hereby further
amended to insert therein, in lieu of the defined term "LP&L",
the following:
The term LP&L shall mean Entergy Louisiana,
Inc., a Louisiana corporation formerly named
Louisiana Power & Light Company.
Each reference in the Mortgage, as heretofore or
hereafter amended, to LP&L shall be understood in light of the
amended definition of LP&L set forth above.
Section 1.03 References are to Seventh Supplemental Indenture.
Unless the context otherwise requires, all references herein to
"Articles", "Sections" and other subdivisions refer to the
corresponding Articles, Sections and other subdivisions of this
Seventh Supplemental Indenture, and the words "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this
Seventh Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision hereof or to the
Original Indenture or any other supplemental indenture thereto.
ARTICLE II
THE TENTH SERIES
Section 2.01 Bonds of the Tenth Series. Pursuant to Section
2.01 of the Original Indenture, there shall be a series of bonds
designated 7% Series due July 15, 2008 (herein sometimes referred
to as "Tenth Series"), each of which shall also bear the
descriptive title "First Mortgage Bond". The form of Bonds of
the Tenth Series shall be substantially in the form of Exhibit A
hereto. Bonds of the Tenth Series shall mature on July 15, 2008
and shall be issued only as fully registered bonds in
denominations of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples thereof (the exercise of
such option to be evidenced by the execution and delivery
thereof). Bonds of the Tenth Series shall bear interest at the
rate of seven percent (7%) per annum (except as hereinafter
provided), payable quarterly in arrears on January 15, April 15,
July 15, and October 15 of each year, and at maturity or earlier
redemption, the first interest payment to be made on October 15,
1998 for the period from the date of original issuance of the
Bonds of the Tenth Series to October 15, 1998; the principal and
interest on each said bond to be payable at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
New York, payable in such coin or currency of the United States
of America as at the time of payment is legal tender for public
and private debts. Interest on the Bonds of the Tenth Series may
at the option of the Company be paid by check mailed to the
registered owners thereof. Overdue principal and (to the extent
permitted by law) overdue interest in respect of the bonds of the
Tenth Series shall bear interest (before and after judgment) at
the rate of eight percent (8%) per annum. Interest on the Bonds
of the Tenth Series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. Interest on the Bonds
of the Tenth Series in respect of a portion of a month shall be
calculated based on the actual number of days elapsed.
The Company reserves the right to establish at any
time, by Resolution of the Board of Directors of the Company, a
form of coupon bond, and of appurtenant coupons, for the Tenth
Series and to provide for exchangeability of such coupon bonds
with the bonds of said Series issued hereunder in fully
registered form and to make all appropriate provisions for such
purpose.
Section 2.02 Redemption of Bonds of the Tenth Series. (a)
Bonds of the Tenth Series shall not be redeemable prior to July
15, 2000. On and after July 15, 2000, Bonds of the Tenth Series
shall be redeemable, at the option of the Company, in whole at
any time, or in part from time to time, prior to maturity, upon
notice mailed to each registered owner at his last address
appearing on the registry books not less than 30 days prior to
the date fixed for redemption, at a redemption price of 100.00%,
expressed as a percentage of the principal amount of the Bonds of
the Tenth Series to be redeemed, together with accrued interest
thereon to the date fixed for redemption.
(b) Bonds of the Tenth Series are also redeemable, at
the option of the holders thereof, as provided in Section 3.04 of
the First Supplemental Indenture, as heretofore and hereby
amended; provided, however, notwithstanding the provisions of
said Section 3.04, that the Company hereby irrevocably waives its
rights to make an offer of exchange under the circumstances and
as provided in said Section 3.04 until July 15, 2000 with respect
to the Bonds of the Tenth Series.
Section 2.03 Transfer and Exchange. At the option of the
registered owner, any Bonds of the Tenth Series, upon surrender
thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York,
shall be exchangeable for a like aggregate principal amount of
bonds of the same series of other authorized denominations.
Bonds of the Tenth Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York.
Upon any such exchange or transfer of Bonds of the
Tenth Series, the Company may make a charge therefor sufficient
to reimburse it for any tax or taxes or other governmental
charge, as provided in Section 2.05 of the Original Indenture,
but the Company hereby waives any right to make a charge in
addition thereto for any such exchange or transfer of Bonds of
the Tenth Series.
Section 2.04 Dating of Bonds and Interest Payments. (a) Each
Bond of the Tenth Series shall be dated as of the date of
authentication and shall bear interest from the last preceding
interest payment date to which interest shall have been paid
(unless the date of such bond is an interest payment date to
which interest is paid, in which case from the date of such
bond); provided that each Bond of the Tenth Series dated prior to
October 15, 1998 shall bear interest from the date of original
issuance thereof; and provided, further, that if any Bond of the
Tenth Series shall be authenticated and delivered upon a transfer
of, or in exchange for or in lieu of, any other Bond or Bonds of
the Tenth Series upon which interest is in default, it shall be
dated so that such bond shall bear interest from the last
preceding date to which interest shall have been paid on the bond
or bonds in respect of which such bond shall have been delivered
or from its date of original issuance, if no interest shall have
been paid on the Bonds of the Tenth Series.
(b) Notwithstanding the foregoing, Bonds of the Tenth
Series shall be dated so that the person in whose name any Bond
of the Tenth Series is registered at the close of business on the
day (whether or not a business day) immediately preceding an
interest payment date shall be entitled to receive the interest
payable on the interest payment date notwithstanding the
cancellation of such bond upon any transfer or exchange thereof
subsequent to such close of business and prior to such interest
payment date, except if, and to the extent that, the Company
shall default in the payment of interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the persons in whose names Outstanding Bonds of the Tenth
Series are registered on the day immediately preceding the date
of payment of such defaulted interest. Any Bond of the Tenth
Series issued upon any transfer or exchange subsequent to such
close of business and prior to such interest payment date shall
bear interest from such interest payment date. In the event
there shall be more than one registered owner of Bonds of the
Tenth Series, then the Company shall not be required to make
transfers or exchanges of bonds of said series for a period of
fifteen (15) days next preceding any interest payment date of
said series.
ARTICLE III
OTHER PROVISIONS FOR RETIREMENT OF BONDS
Section 3.01 Exchange or Redemption upon Merger or
Consolidation. Pursuant to the reservation of right in Section
6.09 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, and pursuant to the right of the
Company under Section 19.04 of the Original Indenture, to cure
any ambiguity contained in the Original Indenture or in any
supplemental indenture, and to establish the terms and provisions
of any series of bonds, the Company hereby amends and restates
Subsections (a) and (b) of Section 3.04 of the First Supplemental
Indenture to read in their entirety as follows:
"Section 3.04. Redemption at the Option of the Owner
upon Consolidation or Merger. (a) On and after the
effective date of any consolidation or merger of the Company
and LP&L to form New LP&L (the effectiveness of which shall
be attested to the Trustee in an Officers' Certificate and
an Opinion of Counsel), the Company shall have the right to
offer to exchange for each and every Outstanding bond
secured by the Indenture a new first mortgage bond issued by
New LP&L, in one or more series, of a like principal amount.
Such new bonds ("New LP&L Bonds") shall have the same
maturities (including sinking fund provisions), interest
rates and interest payment dates as the Outstanding bonds to
be exchanged therefor, shall (as to the New LP&L Bonds being
exchanged for Bonds of the First Series) be subject to
redemption at the option of the Company only to the extent
permitted by, and pursuant to the terms of, Section 2.01(a)
of the First Supplemental Indenture, shall (as to the New
LP&L Bonds being exchanged for Bonds of the Second Series)
be subject to redemption at the option of the Company only
to the extent permitted by, and pursuant to the terms of,
Section 2.01(a) of the Second Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for Bonds of the
Third Series) be subject to redemption at the option of the
Company only to the extent permitted by, and pursuant to the
terms of Section 3.01(a) of the Second Supplemental
Indenture, shall (as to the New LP&L Bonds being exchanged
for Bonds of the Fourth Series) be subject to redemption at
the option of the Company only to the extent permitted by,
and pursuant to the terms of, Section 4.01(a) of the Second
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for Bonds of the Fifth Series) be subject to
redemption at the option of the Company on terms similar to
those provided in the Third Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for Bonds of the
Sixth Series) be subject to redemption at the option of the
Company on terms similar to those provided in the Third
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for bonds of the Seventh Series) be subject
to redemption at the option of the Company on terms similar
to those provided in the Fourth Supplemental Indenture,
shall (as to the New LP&L Bonds being exchanged for the
Eighth Series) be subject to redemption at the option of the
Company on terms similar to those provided in the Fifth
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for Bonds of the Ninth Series) be subject to
redemption at the option of the Company on terms similar to
those provided in the Sixth Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for the Bonds of
the Tenth Series) be subject to redemption at the option of
the Company on terms similar to those provided in the
Seventh Supplemental Indenture and shall be secured by a
first lien (subject only to excepted encumbrances of the
same types customarily found in the senior mortgages of
similar companies operating like properties) on
substantially all of the properties and assets of New LP&L.
The procedures for effecting any such exchange shall be set
forth by the Company to the Trustee in an Officers'
Certificate and shall be subject to the approval of the
Trustee in the exercise of reasonable care. As a condition
to the making of any such offer of exchange by the Company,
the Trustee shall receive an Opinion of Counsel,
satisfactory to the Trustee, as to the validity and
enforceability of the lien securing the New LP&L Bonds
(subject to excepted encumbrances as aforesaid), as to the
compliance of the offer with all applicable federal and
state securities and other laws and as to such other matters
as the Trustee may reasonably request. Any bonds secured by
the Indenture received by the Company as a result of an
offer to exchange shall be delivered to the Trustee for
cancellation.
(b) In the event that the Company makes an offer
to exchange in compliance with subsection (a), each owner of
a bond secured by the Indenture shall (1) at his option
accept such exchange as to all or a portion of his bonds (or
refuse such exchange as to any of his bonds), and (2)
deliver any bonds not so exchanged to the Trustee for
redemption. In the notice given by the Company to the
owners of bonds containing the offer to exchange (the
"Exchange Notice"), the Company shall clearly set forth the
right of such owners to deliver bonds for redemption rather
than exchange, and shall set forth the date for such
redemption (which shall be not more than 60 days after the
last date on which any owner may elect to participate in the
exchange), the procedures for delivery (which shall be
subject to the approval of the Trustee in the exercise of
reasonable care) and the redemption prices as determined in
subsection (c). If the date so fixed for redemption is
within 60 days after the effective date of the consolidation
or merger, the occurrence of any event during the period
from the effective date of such consolidation or merger to
the date fixed for redemption which would normally
constitute a Default shall not be deemed to be a Default for
purposes of the Indenture provided that
(i) such event occurs solely as a result of the
consummation of such consolidation or merger,
(ii) such event is not a Default set forth in clauses
(a), (b), (c), (d) or (g) of Section 12.01 of the Original
Indenture, and
(iii) any dividends or distributions on, or purchases or
acquisitions of, the common stock of New LP&L during such period
will comply with the least restrictive of (A) Section 5.03 of the
Third Supplemental Indenture, or (B) the most restrictive
comparable covenant applicable to LP&L immediately prior to the
effective date of such consolidation or merger.
The Company covenants to deposit cash with the Trustee,
on or before the date fixed for redemption, sufficient to
redeem all bonds secured by the Indenture to be redeemed
pursuant to this Section."
Section 3.02 Redemption Price upon Merger or Consolidation.
The redemption price for any Bonds of the Tenth Series redeemed
pursuant to subsection (b) of Section 3.04 of the First
Supplemental Indenture, as amended hereby, shall be equal to the
principal amount of the bonds to be redeemed, together with
accrued interest to the date fixed for redemption.
ARTICLE IV
COVENANTS
Section 4.01 Maintenance of Paying Agency. So long as any
bonds of the Tenth Series are Outstanding, the Company covenants
that the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, where the principal of
or interest on any bonds of the Tenth Series shall be payable,
shall also be an office or agency where any such bonds may be
transferred or exchanged and where notices, presentations or
demands to or upon the Company in respect of such bonds or in
respect of the Indenture may be given or made.
Section 4.02 Further Assurances. From time to time whenever
reasonably requested by the Trustee or the holders of a majority
in principal amount of bonds of the Tenth Series then
Outstanding, the Company will make, execute and deliver or cause
to be made, executed and delivered any and all such further and
other instruments and assurances as may be reasonably necessary
or proper to carry out the intention of or to facilitate the
performance of the terms of the Indenture or to secure the rights
and remedies of the holders of such bonds.
Section 4.03 Limitation on Restricted Payments. (a) So long
as any bonds of the Tenth Series are Outstanding, the Company
covenants that it will not declare any dividends on its common
stock (other than (1) a dividend payable solely in shares of its
common stock or (2) a dividend payable in cash in cases where,
concurrently with the payment of such dividend, an amount in cash
equal to such dividend is received by the Company as a capital
contribution or as the proceeds of the issue and sale of shares
of its common stock) or make any distribution on outstanding
shares of its common stock or purchase or otherwise acquire for
value any outstanding shares of its common stock (otherwise than
in exchange for or out of the proceeds from the sale of other
shares of its common stock) unless after such dividend,
distribution, purchase or acquisition, the aggregate amount of
such dividends, distributions, purchases and acquisitions paid or
made subsequent to June 30, 1998 (other than any dividend
declared by the Company on or before June 30, 1998) does not
exceed (without giving effect to (1) any such dividends,
distributions, purchases or acquisitions, or (2) any net
transfers from earned surplus to stated capital accounts) the sum
of (A) the aggregate amount credited subsequent to June 30, 1998,
to earned surplus, (B) $150,000,000 and (C) such additional
amounts as shall be authorized or approved, upon application by
the Company and, after notice, by the SEC under the Holding
Company Act.
For the purpose of this Section 4.03, the aggregate
amount credited subsequent to June 30, 1998, to earned surplus
shall be determined in accordance with applicable generally
accepted accounting principles and practices (or, if in the
opinion of the Company's independent public accountants
(delivered to the Trustee) there is an absence of any such
generally accepted accounting principles and practices as to the
determination in question, then in accordance with sound
accounting practices) and after making provision for dividends
upon any preferred stock of the Company, accumulated subsequent
to such date, and in addition there shall be deducted from earned
surplus all amounts (without duplication) of losses, write-offs,
write-downs or amortization of property, whether extraordinary or
otherwise, recorded in and applicable to a period or periods
subsequent to June 30, 1998.
ARTICLE V
AMENDMENTS OF CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE
Section 5.01 Amendment of Excepted Encumbrances and Releases.
(a) Pursuant to the reservation of right in Section 6.01 of the
Third Supplemental Indenture, dated as of March 1, 1993, and
there being no Outstanding bonds of any series created prior to
the Fifth Series, the Company hereby amends subdivision (e) of
Section 1.06 of the Original Indenture to read as set forth in
Section 6.01 of the Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.01 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
11.02 of the Original Indenture as set forth in Section 6.01 of
the Third Supplemental Indenture.
Section 5.02 Amendment of Officers' Certificate under Section
5.05(2) of the Original Indenture. Pursuant to the reservation
of right in Section 6.03 of the Third Supplemental Indenture,
dated as of March 1, 1993, and there being no Outstanding bonds
of any series created prior to the Fifth Series, the Company
hereby amends subdivision (2) of Section 5.05 of the Original
Indenture to read as set forth in Section 6.03 of the Third
Supplemental Indenture.
Section 5.03 Amendment of Provisions Regarding Redemption at
the Option of Holders of Bonds. Pursuant to the reservation of
right in Section 6.04 of the Third Supplemental Indenture, dated
as of March 1, 1993, and there being no Outstanding bonds of any
series created prior to the Fifth Series, the Company hereby
amends the Original Indenture, to delete Section 9.13 of the
Original Indenture, and all references thereto in the Original
Indenture and any Supplemental Indenture thereto.
Section 5.04 Amendment of Releases of Mortgaged and Pledged
Property. (a) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends subdivision
(2) of Section 11.03 of the Original Indenture as set forth in
Section 6.05 of the Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends the first
paragraph of subdivision (3) of Section 11.03 of the Original
Indenture to read as set forth in Section 6.05 of the Third
Supplemental Indenture.
(c) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
11.04 of the Original Indenture as set forth in Section 6.05 of
the Third Supplemental Indenture.
(d) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends the twelfth
paragraph of Section 1.02 of the Original Indenture to read as
set forth in Section 6.05 of the Third Supplemental Indenture.
Section 5.05 Section 5.05 Amendment of Releases of
Property Taken by Eminent Domain. Pursuant to the reservation of
right in Section 6.06 of the Third Supplemental Indenture, dated
as of March 1, 1993, and there being no Outstanding bonds of any
series created prior to the Fifth Series, the Company hereby
amends the last sentence of Section 11.06 of the Original
Indenture to read as set forth in Section 6.06 of the Third
Supplemental Indenture.
Section 5.06 Amendment of Net Earning Certificate Requirements.
Pursuant to the reservation of right in Section 6.07 of the Third
Supplemental Indenture, dated as of March 1, 1993, and there
being no Outstanding bonds of any series created prior to the
Fifth Series, the Company hereby amends the third line of
subdivision (A) of Section 1.07 of the Original Indenture as set
forth in Section 6.07 of such Third Supplemental Indenture.
Section 5.07 Amendment of Defaults. (a) Pursuant to the
reservation of right in Section 6.08 of the Third Supplemental
Indenture, dated as of March 1, 1993, and there being no
Outstanding bonds of any series created prior to the Fifth
Series, the Company hereby amends subdivisions (b) and (e) of
Section 12.01 of the Original Indenture to read as set forth in
Section 6.08 of such Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.08 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
12.14 of the Original Indenture to read as set forth in Section
6.08 of such Third Supplemental Indenture.
Section 5.08 Effective Date. Each of the amendments set forth
in this Article V shall be effective as of July 1, 1998.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Acceptance of Trusts. The Trustees hereby accept
the trusts herein declared, provided, created or supplemented and
agree to perform the same upon the terms and conditions herein
and in the Original Indenture, as heretofore supplemented, set
forth and upon the following terms and conditions:
The Trustees shall not be responsible in any
manner whatsoever for or in respect of the
validity or sufficiency of this Seventh
Supplemental Indenture or for or in respect
of the recitals contained herein, all of
which recitals are solely made by the
Company. In general, each and every term and
condition contained in Article XVI of the
Original Indenture shall apply to and form
part of this Seventh Supplemental Indenture
with the same force and effect as if the same
were herein set forth in full with such
omissions, variations and insertions, if any,
as may be appropriate to make the same
conform to the provisions of this Seventh
Supplemental Indenture.
Section 6.02 Effect of Seventh Supplemental Indenture under
Louisiana Law. It is the intention and it is hereby agreed that
so far as concerns that portion of the Mortgaged and Pledged
Property situated within the State of Louisiana, the general
language of conveyance contained in this Seventh Supplemental
Indenture is intended and shall be construed as words of
hypothecation and not of conveyance, and that so far as the said
Louisiana property is concerned, this Seventh Supplemental
Indenture shall be considered as an act of mortgage and pledge
and granting of a security interest under the laws of the State
of Louisiana, and the Trustees herein named are named as
mortgagee and pledge and secured parties in trust for the benefit
of themselves and of all present and future holders of bonds
issued under the Indenture and any coupons thereto issued
hereunder, and are irrevocably appointed special agents and
representatives of the holders of such bonds and coupons and
vested with full power in their behalf to effect and enforce the
mortgage and pledge and a security interest hereby constituted
for their benefit, or otherwise to act as herein provided for.
Section 6.03 Record Date. The holders of the Bonds of the
Tenth Series shall be deemed to have consented and agreed that
the Company may, but shall not be obligated to, fix a record date
for the purpose of determining the holders of the Bonds of the
Tenth Series entitled to consent, if any such consent is
required, to any amendment or supplement to the Indenture or the
waiver of any provision thereof or any act to be performed
thereunder. If a record date is fixed, those persons who were
holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.
Section 6.04 Titles. The titles of the several Articles and
Sections of this Seventh Supplemental Indenture shall not be
deemed to be any part hereof.
Section 6.05 Counterparts. This Seventh Supplemental Indenture
may be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the
same instrument.
Section 6.06 Governing Law. The laws of the State of New York
shall govern this Seventh Supplemental Indenture and the Bonds of
the Tenth Series, except to the extent that the validity or
perfection of the Lien of the Indenture, or remedies thereunder,
are governed by the laws of a jurisdiction other than the State
of New York.
ARTICLE VII
SPECIFIC DESCRIPTION OF PROPERTY
PARAGRAPH ONE
The Electric Generating Plants, Plant Sites and
Stations of the Company, including all electric works, power
houses, buildings, pipelines and structures owned by the Company
and all land of the Company on which the same are situated and
all of the Company's lands, together with the buildings and
improvements thereon, and all rights, ways, servitudes,
prescriptions, and easements, rights-of-way, permits, privileges,
licenses, poles, wires, machinery, implements, switchyards,
electric lines, equipment and appurtenances, forming a part of
said plants, sites or stations, or any of them, or used or
enjoyed, or capable of being used or enjoyed in conjunction with
any of said power plants, sites, stations, lands and property.
PARAGRAPH TWO
The Electric Substations, Switching Stations, Microwave
installations and UHF-VHF installations of the Company, and the
Sites therefor, including all buildings, structures, towers,
poles, all equipment, appliances and devices for transforming,
converting, switching, transmitting and distributing electric
energy, and for communications, and the lands of the Company on
which the same are situated, and all of the Company's lands,
rights, ways, servitudes, prescriptions, easements, rights-of-
way, machinery, equipment, appliances, devices, licenses and
appurtenances forming a part of said substations, switching
stations, microwave installations or UHF-VHF installations, or
any of them, or used or enjoyed or capable of being used or
enjoyed in conjunction with any of them.
PARAGRAPH THREE
All and singular the Miscellaneous Lands and Real
Estate or Rights and Interests therein of the Company, and
buildings and improvements thereon, now owned, or, subject to the
provisions of Section 15.03 of the Original Indenture, hereafter
acquired during the existence of this trust.
PARAGRAPH FOUR
The Electric Transmission Lines of the Company,
including the structures, towers, poles, wires, cables, switch
racks, conductors, transformers, insulators, pipes, conduits,
electric submarine cables, and all appliances, devices and
equipment used or useful in connection with said transmission
lines and systems, and all other property, real, personal or
mixed, forming a part thereof or appertaining thereto, together
with all rights-of-way, easements, prescriptions, servitudes,
permits, privileges, licenses, consents, immunities and rights
for or relating to the construction, maintenance or operation
thereof, through, over, across, under or upon any public streets
or highways or other lands, public or private.
PARAGRAPH FIVE
The Electric Distribution Lines and Systems of the
Company, including the structures, towers, poles, wires,
insulators and appurtenances, appliances, conductors, conduits,
cables, transformers, meters, regulator stations and regulators,
accessories, devices and equipment and all of the Company's other
property, real, personal or mixed, forming a part of or used,
occupied or enjoyed in connection with or in anywise appertaining
to said distribution lines and systems, together with all of the
Company's rights-of-way, easements, permits, prescriptions,
privileges, municipal or other franchises, licenses, consents,
immunities and rights for or relating to the construction,
maintenance or operation thereof, through, over, across, under,
or upon any public streets or highways or other lands or
property, public or private.
PARAGRAPH SIX
The Gas Distributing Systems of the Company, whether
now owned or, subject to the provisions of Section 15.03 of the
Original Indenture, hereafter acquired, including gas regulator
stations, gas main crossings, odorizing equipment, gas metering
stations, shops, service buildings, office buildings, expansion
tanks, conduits, gas mains and pipes, mechanical storage sheds,
boilers, service pipes, fittings, city gates, pipelines, booster
stations, reducer stations, valves, valve platforms, connections,
meters and all appurtenances, appliances, devices and equipment
and all the Company's other property, real, personal or mixed
forming a part of or used, occupied or enjoyed in connection with
or in anywise appertaining to said distributing systems, or any
of them, together with all of the Company's rights-of-way,
easements, prescriptions, servitudes, privileges, immunities,
permits and franchises, licenses, consents and rights for or
relating to the construction, maintenance or operation thereof,
in, on, through, across or under any public streets or highways
or other lands or property, public or private.
PARAGRAPH SEVEN
All of the franchises, privileges, permits, grants and
consents for the construction, operation and maintenance of
electric and gas systems in, on and under streets, alleys,
highways, roads, public grounds and rights-of-way and all rights
incident thereto which were granted by the governing and
regulatory bodies of the City of New Orleans, State of Louisiana.
Also all other franchises, privileges, permits, grants
and consents owned or hereafter acquired by the Company for the
construction, operation and maintenance of electric and gas
systems in, on or under the streets, alleys, highways, roads, and
public grounds, areas and rights-of-way and/or for the supply and
sale of electricity or natural gas and all rights incident
thereto, subject, however, to the provisions of Section 15.03 of
the Original Indenture.
IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its Chairman of the Board,
Chief Executive Officer, President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and on its behalf, and BANK OF
MONTREAL TRUST COMPANY has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by
one of its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Vice
Presidents or Assistant Secretaries, and MARK F. McLAUGHLIN has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.
ENTERGY NEW ORLEANS, INC.
By:
Steven C. McNeal
Vice President
Attest:
Christopher T. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:
PETER MORSE
Vice President
<PAGE>
Attest:
FRANCES RUSAKOWSKY
Assistant Secretary
MARK F. McLAUGHLIN,
As Co-Trustee
Executed, sealed and delivered by
BANK OF MONTREAL TRUST COMPANY
and MARK F. McLAUGHLIN
in the presence of:
<PAGE>
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 10th day of July, 1998, before me appeared
Steven C. McNeal, to me personally known, who, being duly sworn,
did say that he is Vice President of ENTERGY NEW ORLEANS, INC.,
and that the seal affixed to said instrument is the corporate
seal of said corporation and that the foregoing instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Steven C. McNeal acknowledged
said instrument to be the free act and deed of said corporation.
On the 10th day of July, in the year 1998, before me
personally came Steven C. McNeal, to me known, who, being by me
duly sworn, did depose and say that he resides at8043 Winners
Circle, Mandeville, Louisiana 70448; that he is a Vice President
of ENTERGY NEW ORLEANS, INC., one of the parties described in and
which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name
thereto by like order.
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 9th day of July, 1998, before me appeared Peter
Morse, to me personally known, who, being duly sworn, did say
that he is a Vice President of BANK OF MONTREAL TRUST COMPANY,
and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Peter Morse acknowledged said
instrument to be the free act and deed of said corporation.
On the 9th day of July, in the year 1998, before me
personally came Peter Morse, to me known, who, being by me duly
sworn, did depose and say that he resides at84-26 115th Street,
Richmond Hill, New York 11418; that he is a Vice President of
BANK OF MONTREAL TRUST COMPANY, one of the parties described in
and which executed the above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name
thereto by like order.
Maureen Failla
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1998
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 9th day of July, 1998, before me personally
appeared MARK F. McLAUGHLIN, to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that he executed the same as his free act and deed.
On the 9th day of July, 1998, before me personally came
MARK F. McLAUGHLIN, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
Maureen Failla
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1998
<PAGE>
EXHIBIT A
[FORM OF BOND OF THE TENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]
FIRST MORTGAGE BOND
7% Series due July 15, 2008
CUSIP No. _________
No. R- __ $_________
ENTERGY NEW ORLEANS, INC. (formerly NEW ORLEANS PUBLIC
SERVICE INC.), a corporation duly organized and existing under
the laws of the State of Louisiana (hereinafter called the
Company), for value received, hereby promises to pay to
____________, or registered assigns, at the office or agency of
the Company in The City of New York, New York, the principal sum
of $____________ on July 15, 2008 in such coin or currency of the
United States of America as at the time of payment is legal
tender for public and private debts, and to pay in like manner to
the registered owner hereof interest thereon from the date of
original issuance hereof , if the date of this bond is prior to
October 15, 1998, or, if the date of this bond is on or after
October 15, 1998, from the January 15, April 15, July 15 or
October 15 next preceding the date of this bond to which interest
has been paid (unless the date hereof is an interest payment date
to which interest has been paid, in which case from the date
hereof), at the rate of seven percent (7%) per annum in like coin
or currency on January 15, April 15, July 15 and October 15 in
each year and at maturity or earlier redemption until the
principal of this bond shall have become due and been duly paid
or provided for, and to pay interest (before and after judgment)
on any overdue principal, premium, if any, and (to the extent
permitted by law) on any overdue interest at the rate of eight
percent (8%) per annum. Interest on this bond shall be computed
on the basis of a 360-day year consisting of twelve 30-day
months. Interest on this bond in respect of a portion of a month
shall be calculated based on the actual number of days elapsed.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Mortgage
hereinafter referred to, be paid to the person in whose name this
bond is registered at the close of business on the day (whether
or not a business day) immediately preceding such interest
payment date. At the option of the Company, interest may be paid
by check mailed on or prior to such interest payment date to the
address of the person entitled thereto as such address shall
appear on the register of the Company.
This bond shall not become obligatory until Bank of
Montreal Trust Company, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of
authentication certificate endorsed hereon.
This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known
as its General and Refunding Mortgage Bonds, and designated as
First Mortgage Bonds 7% Series due July 15, 2008 (herein called
bonds of the Tenth Series), all bonds of all series issued under
and equally secured by a Mortgage and Deed of Trust (herein,
together with any indenture supplemental thereto, called the
Mortgage), dated as of May 1, 1987, duly executed by the Company
to Bank of Montreal Trust Company and Z. George Klodnicki (Mark
F. McLaughlin, successor), as Trustees. Reference is made to the
Mortgage for a description of the mortgaged and pledged property,
assets and rights, the nature and extent of the lien and
security, the respective rights, limitations of rights,
covenants, obligations, duties and immunities thereunder of the
Company, the holders of bonds and the Trustees and the terms and
conditions upon which the bonds are, and are to be, secured, the
circumstances under which additional bonds may be issued and the
definition of certain terms herein used, to all of which, by its
acceptance of this bond, the holder of this bond agrees.
The principal hereof may be declared or may become due
prior to the maturity date hereinbefore named on the conditions,
in the manner and at the time set forth in the Mortgage, upon the
occurrence of a Default as in the Mortgage provided. The
Mortgage provides that in certain circumstances and upon certain
conditions, such a declaration and its consequences or certain
past defaults and the consequences thereof may be waived by such
affirmative vote of holders of bonds as is specified in the
Mortgage.
The Mortgage contains provisions permitting the Company
and the Trustee to execute supplemental indentures amending the
Mortgage for certain specified purposes without the consent of
holders of bonds. With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights
and obligations of the Company and/or the rights of the holders
of the bonds of the Tenth Series and/or the terms and provisions
of the Mortgage may be modified or altered by such affirmative
vote or votes of the holders of bonds then Outstanding as are
specified in the Mortgage.
Any consent or waiver by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this bond or such other
bond.
No reference herein to the Mortgage and no provision of
this bond or of the Mortgage shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this bond in
the manner, at the respective times, at the rate and in the
currency herein prescribed.
The bonds are issuable as registered bonds without
coupons in the denominations of $1,000 and integral multiples
thereof. At the office or agency to be maintained by the Company
in The City of New York, New York, and in the manner and subject
to the provisions of the Mortgage, bonds may be exchanged for a
like aggregate principal amount of bonds of other authorized
denominations, without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other
governmental charge incident thereto. This bond is transferable
as prescribed in the Mortgage by the registered owner hereof in
person, or by his duly authorized attorney, at the office or
agency of the Company in The City of New York, New York, upon
surrender of this bond, and upon payment, if the Company shall
require it, of the transfer charges provided for in the Mortgage,
and, thereupon, a new fully registered bond of the same series
for a like principal amount will be issued to the transferee in
exchange hereof as provided in the Mortgage. The Company and the
Trustees may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.
This bond is redeemable at the option of the Company
under certain circumstances in the manner and at such redemption
prices as are provided in the Mortgage. This bond is also
redeemable at the option of the owner upon the events, in the
manner and at such redemption prices as are specified in the
Mortgage.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, as such, either directly or
through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors
being released by the holder or owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Mortgage.
As provided in the Mortgage, this bond shall be
governed by and construed in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, Entergy New Orleans, Inc. has
caused this bond to be signed in its corporate name by its
Chairman of the Board, Chief Executive Officer, President or one
of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Secretary or one of its Assistant
Secretaries by his or her signature or a facsimile thereof.
Dated:
ENTERGY NEW ORLEANS, INC.
By:
Title:
Attest:
Name:
Title:
<PAGE>
[FORM OF TRUSTEE'S
AUTHENTICATION CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, described or provided for in the within-mentioned
mortgage.
BANK OF MONTREAL TRUST COMPANY,
as Trustee,
By:
Authorized Signature
LEGEND
[Unless and until this bond is exchanged in whole or in
part for certificated bonds registered in the names of the
various beneficial holders hereof as then certified to the
Trustee by The Depository Trust Company or its successor (the
"Depositary"), this bond may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
This bond may be exchanged for certificated bonds
registered in the names of the various beneficial owners hereof
if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated bonds to beneficial owners (as
certified to the Company by the Depositary).]
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation and Subsidiaries financial statements for the quarter ended June
30, 1998 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 18,142,072
<OTHER-PROPERTY-AND-INVEST> 1,487,275
<TOTAL-CURRENT-ASSETS> 3,174,830
<TOTAL-DEFERRED-CHARGES> 4,369,201
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 27,173,378
<COMMON> 2,467
<CAPITAL-SURPLUS-PAID-IN> 4,627,648
<RETAINED-EARNINGS> 2,188,165
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,740,549
397,755
784,455
<LONG-TERM-DEBT-NET> 8,977,087
<SHORT-TERM-NOTES> 622,609
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 305,027
0
<CAPITAL-LEASE-OBLIGATIONS> 213,396
<LEASES-CURRENT> 163,189
<OTHER-ITEMS-CAPITAL-AND-LIAB> 8,969,311
<TOT-CAPITALIZATION-AND-LIAB> 27,173,378
<GROSS-OPERATING-REVENUE> 4,821,906
<INCOME-TAX-EXPENSE> 114,981
<OTHER-OPERATING-EXPENSES> 4,063,689
<TOTAL-OPERATING-EXPENSES> 4,063,689
<OPERATING-INCOME-LOSS> 758,217
<OTHER-INCOME-NET> 55,404
<INCOME-BEFORE-INTEREST-EXPEN> 813,621
<TOTAL-INTEREST-EXPENSE> 422,607
<NET-INCOME> 276,033
23,480
<EARNINGS-AVAILABLE-FOR-COMM> 248,705
<COMMON-STOCK-DIVIDENDS> 221,772
<TOTAL-INTEREST-ON-BONDS> 427,136
<CASH-FLOW-OPERATIONS> 653,335
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas, Inc. financial statements for the quarter ended June 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
<NUMBER> 001
<NAME> ENTERGY ARKANSAS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,817,181
<OTHER-PROPERTY-AND-INVEST> 294,493
<TOTAL-CURRENT-ASSETS> 525,565
<TOTAL-DEFERRED-CHARGES> 421,879
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,059,118
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 590,134
<RETAINED-EARNINGS> 512,576
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,103,180
91,027
112,350
<LONG-TERM-DEBT-NET> 1,168,618
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 850
0
<CAPITAL-LEASE-OBLIGATIONS> 86,212
<LEASES-CURRENT> 47,751
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,448,463
<TOT-CAPITALIZATION-AND-LIAB> 4,059,118
<GROSS-OPERATING-REVENUE> 721,146
<INCOME-TAX-EXPENSE> 29,001
<OTHER-OPERATING-EXPENSES> 610,055
<TOTAL-OPERATING-EXPENSES> 610,055
<OPERATING-INCOME-LOSS> 111,091
<OTHER-INCOME-NET> 10,880
<INCOME-BEFORE-INTEREST-EXPEN> 121,971
<TOTAL-INTEREST-EXPENSE> 47,380
<NET-INCOME> 45,590
5,219
<EARNINGS-AVAILABLE-FOR-COMM> 40,371
<COMMON-STOCK-DIVIDENDS> 7,500
<TOTAL-INTEREST-ON-BONDS> 48,855
<CASH-FLOW-OPERATIONS> 95,257
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Gulf States, Inc. financial statements for the quarter ended June 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
<NUMBER> 006
<NAME> ENTERGY GULF STATES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,471,767
<OTHER-PROPERTY-AND-INVEST> 373,871
<TOTAL-CURRENT-ASSETS> 791,204
<TOTAL-DEFERRED-CHARGES> 851,276
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,488,118
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 203,950
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,470,580
151,728
201,444
<LONG-TERM-DEBT-NET> 1,678,229
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 212,065
0
<CAPITAL-LEASE-OBLIGATIONS> 74,141
<LEASES-CURRENT> 34,648
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,665,283
<TOT-CAPITALIZATION-AND-LIAB> 6,488,118
<GROSS-OPERATING-REVENUE> 881,164
<INCOME-TAX-EXPENSE> 11,965
<OTHER-OPERATING-EXPENSES> 785,974
<TOTAL-OPERATING-EXPENSES> 785,974
<OPERATING-INCOME-LOSS> 95,190
<OTHER-INCOME-NET> 7,798
<INCOME-BEFORE-INTEREST-EXPEN> 102,988
<TOTAL-INTEREST-EXPENSE> 81,508
<NET-INCOME> 9,515
9,588
<EARNINGS-AVAILABLE-FOR-COMM> (73)
<COMMON-STOCK-DIVIDENDS> 80,315
<TOTAL-INTEREST-ON-BONDS> 74,414
<CASH-FLOW-OPERATIONS> 161,655
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Louisiana, Inc. financial statements for the quarter ended June 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000060527
<NAME> ENTERGY LOUISIANA, INC.
<SUBSIDIARY>
<NUMBER> 012
<NAME> ENTERGY LOUISIANA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,322,368
<OTHER-PROPERTY-AND-INVEST> 110,850
<TOTAL-CURRENT-ASSETS> 375,716
<TOTAL-DEFERRED-CHARGES> 346,353
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,155,287
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 79,422
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,166,001
155,000
100,500
<LONG-TERM-DEBT-NET> 1,338,793
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 198
0
<CAPITAL-LEASE-OBLIGATIONS> 22,940
<LEASES-CURRENT> 16,932
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,354,923
<TOT-CAPITALIZATION-AND-LIAB> 4,155,287
<GROSS-OPERATING-REVENUE> 780,153
<INCOME-TAX-EXPENSE> 46,461
<OTHER-OPERATING-EXPENSES> 610,391
<TOTAL-OPERATING-EXPENSES> 610,391
<OPERATING-INCOME-LOSS> 169,762
<OTHER-INCOME-NET> 3,189
<INCOME-BEFORE-INTEREST-EXPEN> 172,951
<TOTAL-INTEREST-EXPENSE> 63,027
<NET-INCOME> 63,463
6,507
<EARNINGS-AVAILABLE-FOR-COMM> 56,956
<COMMON-STOCK-DIVIDENDS> 24,300
<TOTAL-INTEREST-ON-BONDS> 60,913
<CASH-FLOW-OPERATIONS> 128,688
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Mississippi, Inc. financial statements for the quarter ended June 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000066901
<NAME> ENTERGY MISSISSIPP, INC.
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,050,400
<OTHER-PROPERTY-AND-INVEST> 13,205
<TOTAL-CURRENT-ASSETS> 224,982
<TOTAL-DEFERRED-CHARGES> 143,449
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,432,036
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 245,303
<TOTAL-COMMON-STOCKHOLDERS-EQ> 444,570
0
50,381
<LONG-TERM-DEBT-NET> 463,477
<SHORT-TERM-NOTES> 11,641
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 20
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 461,947
<TOT-CAPITALIZATION-AND-LIAB> 1,432,036
<GROSS-OPERATING-REVENUE> 473,925
<INCOME-TAX-EXPENSE> 17,963
<OTHER-OPERATING-EXPENSES> 401,799
<TOTAL-OPERATING-EXPENSES> 401,799
<OPERATING-INCOME-LOSS> 72,126
<OTHER-INCOME-NET> 2,031
<INCOME-BEFORE-INTEREST-EXPEN> 74,157
<TOTAL-INTEREST-EXPENSE> 21,488
<NET-INCOME> 34,706
1,684
<EARNINGS-AVAILABLE-FOR-COMM> 33,022
<COMMON-STOCK-DIVIDENDS> 16,900
<TOTAL-INTEREST-ON-BONDS> 21,100
<CASH-FLOW-OPERATIONS> 73,346
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
New Orleans, Inc. financial statements for the quarter ended June 30, 1998
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000071508
<NAME> ENTERGY NEW ORLEANS, INC.
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY NEW ORLEANS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 291,442
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 130,848
<TOTAL-DEFERRED-CHARGES> 71,784
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 497,333
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,294
<RETAINED-EARNINGS> 66,751
<TOTAL-COMMON-STOCKHOLDERS-EQ> 136,789
0
19,780
<LONG-TERM-DEBT-NET> 168,985
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 171,779
<TOT-CAPITALIZATION-AND-LIAB> 497,333
<GROSS-OPERATING-REVENUE> 238,769
<INCOME-TAX-EXPENSE> 4,627
<OTHER-OPERATING-EXPENSES> 221,410
<TOTAL-OPERATING-EXPENSES> 221,410
<OPERATING-INCOME-LOSS> 17,359
<OTHER-INCOME-NET> 211
<INCOME-BEFORE-INTEREST-EXPEN> 17,570
<TOTAL-INTEREST-EXPENSE> 7,268
<NET-INCOME> 5,675
482
<EARNINGS-AVAILABLE-FOR-COMM> 5,193
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 7,500
<CASH-FLOW-OPERATIONS> 6,307
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from System
Energy Resources, Inc. financial statements for the quarter ended June 30,
1998 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<SUBSIDIARY>
<NUMBER> 018
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,460,153
<OTHER-PROPERTY-AND-INVEST> 99,102
<TOTAL-CURRENT-ASSETS> 341,356
<TOTAL-DEFERRED-CHARGES> 486,777
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,387,388
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 62,149
<TOTAL-COMMON-STOCKHOLDERS-EQ> 851,499
0
0
<LONG-TERM-DEBT-NET> 1,274,272
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 70,000
0
<CAPITAL-LEASE-OBLIGATIONS> 46,651
<LEASES-CURRENT> 36,156
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,108,810
<TOT-CAPITALIZATION-AND-LIAB> 3,387,388
<GROSS-OPERATING-REVENUE> 292,942
<INCOME-TAX-EXPENSE> 40,691
<OTHER-OPERATING-EXPENSES> 148,806
<TOTAL-OPERATING-EXPENSES> 148,806
<OPERATING-INCOME-LOSS> 144,136
<OTHER-INCOME-NET> 6,693
<INCOME-BEFORE-INTEREST-EXPEN> 150,829
<TOTAL-INTEREST-EXPENSE> 60,772
<NET-INCOME> 49,366
0
<EARNINGS-AVAILABLE-FOR-COMM> 49,366
<COMMON-STOCK-DIVIDENDS> 47,800
<TOTAL-INTEREST-ON-BONDS> 61,012
<CASH-FLOW-OPERATIONS> 93,171
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
London Investments, Inc. financial statements for the quarter ended June 30,
1998 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0001042730
<NAME> ENTERGY LONDON INVESTMENTS, INC.
<SUBSIDIARY>
<NUMBER> 036
<NAME> ENTERGY LONDON INVESTMENTS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,332,200
<OTHER-PROPERTY-AND-INVEST> 1,628,167
<TOTAL-CURRENT-ASSETS> 467,156
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,427,523
<COMMON> 114,000
<CAPITAL-SURPLUS-PAID-IN> 391,981
<RETAINED-EARNINGS> (94,946)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 413,500
0
300,000
<LONG-TERM-DEBT-NET> 1,691,757
<SHORT-TERM-NOTES> 259,608
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 21,894
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,740,764
<TOT-CAPITALIZATION-AND-LIAB> 4,427,523
<GROSS-OPERATING-REVENUE> 1,029,791
<INCOME-TAX-EXPENSE> 15,660
<OTHER-OPERATING-EXPENSES> 899,620
<TOTAL-OPERATING-EXPENSES> 899,620
<OPERATING-INCOME-LOSS> 130,171
<OTHER-INCOME-NET> 17,557
<INCOME-BEFORE-INTEREST-EXPEN> 147,728
<TOTAL-INTEREST-EXPENSE> 97,142
<NET-INCOME> 34,926
10,224
<EARNINGS-AVAILABLE-FOR-COMM> 45,150
<COMMON-STOCK-DIVIDENDS> 53,184
<TOTAL-INTEREST-ON-BONDS> 75,193
<CASH-FLOW-OPERATIONS> 165,251
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest Charges 119,591 110,814 115,337 106,716 104,165 100,519
Interest applicable to rentals 16,860 19,140 18,158 19,121 17,529 15,369
----------------------------------------------------------
Total fixed charges, as defined 136,451 129,954 133,495 125,837 121,694 115,888
Preferred dividends, as defined (a) 30,334 23,234 27,636 24,731 16,073 15,935
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $166,785 $153,188 $161,131 $150,568 $137,767 $131,823
==========================================================
Earnings as defined:
Net Income $205,297 $142,263 $136,666 $157,798 $127,977 125,634
Add:
Provision for income taxes:
Total 82,337 29,220 72,081 84,445 59,220 62,028
Fixed charges as above 136,451 129,954 133,495 125,837 121,694 115,888
----------------------------------------------------------
Total earnings, as defined $424,085 $301,437 $342,242 $368,080 $308,891 $303,550
==========================================================
Ratio of earnings to fixed charges, as defined 3.11 2.32 2.56 2.93 2.54 2.62
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 2.54 1.97 2.12 2.44 2.24 2.30
==========================================================
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed
by dividing the preferred dividend requirement by one hundred percent
(100%) minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest charges 210,599 204,134 200,224 193,890 180,073 171,956
Interest applicable to rentals 23,455 21,539 16,648 14,887 15,747 16,453
----------------------------------------------------------
Total fixed charges, as defined 234,054 225,673 216,872 208,777 195,820 188,409
Preferred dividends, as defined (a) 65,299 52,210 44,651 48,690 30,028 33,779
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $299,353 $277,883 $261,523 $257,467 $225,848 $222,188
==========================================================
Earnings as defined:
Income (loss) from continuing operations before extraordinary
items and the cumulative effect of accounting changes $69,462 ($82,755) $122,919 ($3,887) 59,976 9,928
Add:
Income Taxes 58,016 (62,086) 63,244 102,091 22,402 4,633
Fixed charges as above 234,054 225,673 216,872 208,777 195,820 188,409
----------------------------------------------------------
Total earnings, as defined (b) $361,532 $80,832 $403,035 $306,981 $278,198 $202,970
==========================================================
Ratio of earnings to fixed charges, as defined 1.54 0.36 1.86 1.47 1.42 1.08
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.21 0.29 1.54 1.19 1.23 0.91
==========================================================
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed
by dividing the preferred dividend requirement by one hundred percent
(100%) minus the income tax rate.
(b) Earnings for the year ended December 31, 1994, for GSU were not
adequate to cover fixed charges combined fixed charges and preferred
dividends by $144.8 million and $197.1 million, respectively.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest 136,957 136,444 136,901 132,412 128,900 126,226
Interest applicable to rentals 8,519 8,332 9,332 10,601 9,203 10,259
------------------------------------------------------------
Total fixed charges, as defined 145,476 144,776 146,233 143,013 138,103 136,485
Preferred dividends, as defined (a) 40,779 29,171 32,847 28,234 22,103 22,346
------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $186,255 $173,947 $179,080 $171,247 $160,206 $158,831
============================================================
Earnings as defined:
Net Income $188,808 $213,839 $201,537 $190,762 $141,757 146,441
Add:
Provision for income taxes:
Total Taxes 110,813 63,288 117,114 118,559 98,965 104,589
Fixed charges as above 145,476 144,776 146,233 143,013 138,103 136,485
------------------------------------------------------------
Total earnings, as defined $445,097 $421,903 $464,884 $452,334 $378,825 $387,515
============================================================
Ratio of earnings to fixed charges, as defined 3.06 2.91 3.18 3.16 2.74 2.84
============================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 2.39 2.43 2.60 2.64 2.36 2.44
============================================================
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent
(100%) minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest 55,359 52,764 51,635 48,007 45,274 43,159
Interest applicable to rentals 1,264 1,716 2,173 2,165 1,947 1,936
-----------------------------------------------------------
Total fixed charges, as defined 56,623 54,480 53,808 50,172 47,221 45,095
Preferred dividends, as defined (a) 12,990 9,447 9,004 7,610 5,123 4,709
-----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $69,613 $63,927 $62,812 $57,782 $52,344 $49,804
==========================================================
Earnings as defined:
Net Income $101,743 $48,779 $68,667 $79,210 66,661 73,616
Add:
Provision for income taxes:
Total income taxes 55,993 12,476 34,877 41,107 26,744 31,820
Fixed charges as above 56,623 54,480 53,808 50,172 47,221 45,095
-----------------------------------------------------------
Total earnings, as defined $214,359 $115,735 $157,352 $170,489 $140,626 $150,531
===========================================================
Ratio of earnings to fixed charges, as defined 3.79 2.12 2.92 3.40 2.98 3.34
===========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 3.08 1.81 2.51 2.95 2.69 3.02
===========================================================
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest 21,092 18,272 17,802 16,304 15,287 14,985
Interest applicable to rentals 544 1,245 916 831 911 991
----------------------------------------------------------
Total fixed charges, as defined 21,636 19,517 18,718 17,135 16,198 15,976
Preferred dividends, as defined (a) 2,952 2,071 1,964 1,549 1,723 1,707
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $24,588 $21,588 $20,682 $18,684 $17,921 $17,683
===========================================================
Earnings as defined:
Net Income $47,709 $13,211 $34,386 $26,776 $15,451 $15,270
Add:
Provision for income taxes:
Total 31,938 4,600 20,467 16,216 12,142 11,802
Fixed charges as above 21,636 19,517 18,718 17,135 16,198 15,976
-----------------------------------------------------------
Total earnings, as defined $101,283 $37,328 $73,571 $60,127 $43,791 $43,048
===========================================================
Ratio of earnings to fixed charges, as defined 4.68 1.91 3.93 3.51 2.70 2.69
===========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 4.12 1.73 3.56 3.22 2.44 2.43
===========================================================
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent
(100%) minus the income tax rate.
(b) Earnings for the twelve months ended December 31, 1991 include the
$90 million effect of the 1991 NOPSI Settlement.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
June
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest 190,938 176,504 151,512 143,720 128,653 124,899
Interest applicable to rentals 6,790 7,546 6,475 6,223 6,065 4,569
---------------------------------------------------------------
Total fixed charges, as defined $197,728 $184,050 $157,987 $149,943 $134,718 $129,468
===============================================================
Earnings as defined:
Net Income $93,927 $5,407 $93,039 $98,668 $102,295 $103,223
Add:
Provision for income taxes:
Total 78,552 36,838 75,493 82,121 74,654 77,012
Fixed charges as above 197,728 184,050 157,987 149,943 134,718 129,468
---------------------------------------------------------------
Total earnings, as defined $370,207 $226,295 $326,519 $330,732 $311,667 $309,703
===============================================================
Ratio of earnings to fixed charges, as defined 1.87 1.23 2.07 2.21 2.31 2.39
===============================================================
</TABLE>
Exhibit 99(g)
Entergy London Investments
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
December 31, June 30,
1997 1998
Fixed charges, as defined:
Total Interest 178,647 210,738
Interest applicable to rentals 3,766 4,108
-------- --------
Total fixed charges, as defined $182,413 $214,846
======== ========
Earnings as defined:
Net Income ($147,335) ($137,367)
Add:
Provision for income taxes:
Total 177,023 180,339
Fixed charges as above 182,413 214,846
-------- --------
Total earnings, as defined $212,101 $257,818
======== ========
Ratio of earnings to fixed charges, as defined 1.16 1.20
======== ========
