_____________________________________________________________________
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 March 31, 1999
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) 576-4000
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) 576-4000
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) 576-4000
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
_________________________________________________________________________
<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 April 30, 1999
Entergy Corporation ($0.01 par value) 246,759,641
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., and System Energy Resources, Inc. 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, 1998, filed by the
individual registrants with the SEC, and should be read in conjunction
therewith.
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., and System Energy
Resources, Inc. 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 and changes in financial
markets generally, changes in foreign currency exchange rates, the
ability to locate and correct computer codes relevant to Year 2000 issues
and related matters, and other factors.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 1999
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 7
Results of Operations and Financial Statements:
Entergy Corporation and Subsidiaries:
Results of Operations 10
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 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 Loss 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
Notes to Financial Statements for Entergy
Corporation and Subsidiaries 66
Part II:
Item 1. Legal Proceedings 73
Item 5. Other Information 74
Item 6. Exhibits and Reports on Form 8-K 75
Signature 77
<PAGE>
DEFINITIONS
Certain abbreviations or acronyms used in the text are defined below:
Abbreviation or Acronym Term
AFUDC Allowance for Funds Used During Construction
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
Board Board of Directors of Entergy Corporation
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
CitiPower CitiPower Pty., an electric distribution company
serving Melbourne, Australia and surrounding
suburbs, which was acquired by Entergy effective
January 5, 1996 and was sold effective December
31, 1998.
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
EPA U.S. Environmental Protection Agency
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)
Entergy Louisiana Entergy Louisiana, Inc.
Entergy Mississippi Entergy Mississippi, Inc.
Entergy New Orleans Entergy New Orleans, Inc.
FERC Federal Energy Regulatory Commission
Form 10-K The combined Annual Report on Form 10-K for the
year ended December 31, 1998, of Entergy,
Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New
Orleans, and System Energy
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 EPI
LPSC Louisiana Public Service Commission
London Electricity London Electricity plc - a regional electric
company serving London, England, which was
acquired by Entergy effective February 1, 1997
and sold effective December 4, 1998.
MPSC Mississippi Public Service Commission
MW Megawatt(s)
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
<PAGE>
Abbreviation or Acronym Term
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
PUCT Public Utility Commission of Texas
PUHCA Public Utility Holding Company Act of 1935, as
amended
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 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
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Operations
Net cash flow from operations for Entergy Corporation, the domestic
utility companies, and System Energy for the first quarter of 1999 and
1998 was as follows:
Company 1999 1998
(In Millions)
Entergy Corporation $193.2 $282.4
Entergy Arkansas $ 29.1 $102.6
Entergy Gulf States $ 79.9 $114.7
Entergy Louisiana $ 37.9 $ 64.7
Entergy Mississippi $ 16.5 $ 24.5
Entergy New Orleans $ 4.2 $ 1.7
System Energy $ 76.8 $ 70.6
Cash flow from operations decreased compared to 1998 principally due
to the completion of rate phase-in plans of certain of the domestic
utility companies, adverse rate activity at certain of the domestic
utility companies, and an increase in cash used by competitive growth
businesses.
Rate phase-in plans contributed to cash flow from operations in
1998. Under these plans, revenues collected exceed the cash cost of
expenses. Such plans positively impact current cash flow from
operations, but have no net income effect because the higher revenues are
offset by the amortization of previously deferred costs. However, during
1998 the following phase-in plans were completed:
o Entergy Gulf States' Louisiana retail phase-in plan for River Bend
was completed in February;
o Entergy Mississippi's phase-in plan for Grand Gulf 1 was completed
in September; and
o Entergy Arkansas' phase-in plan for Grand Gulf 1 was completed in
November.
Cash used by the competitive businesses increased to $50.8 million
in the first quarter of 1999 compared to $10.1 million in the first
quarter of 1998. The increase was principally due to the sales of London
Electricity and CitiPower in December 1998. These businesses provided
positive operating cash flow in 1998 and no cash flow in 1999. Also
contributing to the increase in operating cash used was a decrease in net
income from the power marketing and trading business, which resulted in a
use of operating cash flow in 1999, compared to a positive contribution
in 1998. The increase in operating cash flow used by the competitive
businesses was partially offset by the sales of Efficient Solutions, Inc.
and Entergy Security, Inc., which had used operating cash flow in 1998
and used none in 1999, and a decline in the use of operating cash flow by
the global power development business.
Investing Activities
Net cash used in investing activities decreased compared to the
first quarter of 1998 principally due to the proceeds from the sale of
Entergy Security, Inc. in January 1999. Construction expenditures are
also increasing in conjunction with a program to improve service quality
across the domestic utility companies' service territories. Estimated
capital expenditures associated with this program for 1999 are
approximately $36 million.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Financing Activities
Net cash used in financing activities increased compared to 1998
principally due to the redemption of preferred stock in 1999 at Entergy
Gulf States and Entergy Louisiana, and the repayment of a line of credit
by Entergy Corporation and ETHC with a portion of the proceeds from the
sale of Entergy Security, Inc.
Capital Resources
Entergy requires capital resources for:
o construction/capital expenditures;
o debt and preferred stock maturities;
o capital investments;
o funding of subsidiaries; and
o dividend payments.
Management provides more information on construction expenditures and
long-term debt and preferred stock maturities in Note 9 to the financial
statements in the Form 10-K.
Entergy's sources to meet its capital requirements include:
o internally generated funds;
o cash on hand;
o debt or preferred stock issuances;
o bank financing under new or existing facilities;
o short-term borrowings; and
o sales of businesses.
During 1999, cash from operations and cash on hand met substantially
all investing and financing requirements of the domestic utility
companies and System Energy. Entergy Corporation received no dividend
payments from the domestic utility companies and System Energy in the
first quarter of 1999 because it had sufficient cash on hand from other
sources to meet its requirements.
As of March 31, 1999, Entergy Corporation had $160 million of
borrowings outstanding under a $250 million bank credit facility that
expires in September 1999. In addition, Entergy Corporation had no
borrowings outstanding and ETHC had $50 million of borrowings outstanding
under a joint $100 million bank line of credit that also expires in
September 1999. Entergy's global power development business entered into
a $250 million bank credit facility in March 1999, but had no borrowings
outstanding under this facility as of March 31, 1999. The commitment fee
for this facility is currently .15% of the undrawn amount. See Note 4 to
the financial statements in the Form 10-K for information on the short-
term borrowing authorizations and bank lines of credit of the domestic
utility companies and System Energy.
All debt and common and preferred stock issuances are subject to
regulatory approval. Preferred stock and debt issuances are subject to
issuance tests set forth in corporate charters, bond indentures, and
other agreements. The domestic utility companies may also establish
special purpose trusts or limited partnerships as financing subsidiaries
for the purpose of issuing quarterly income preferred securities.
Management expects that the domestic utility companies and System
Energy will continue to refinance or redeem higher cost debt and
preferred stock prior to maturity, to the extent market conditions and
interest and dividend rates are favorable.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Entergy's ability to invest in domestic and foreign generation
businesses is subject to the SEC's regulations under PUHCA. Absent SEC
approval, these regulations limit the aggregate amount that Entergy may
invest in domestic and foreign utility businesses to an amount equal to
50% of consolidated retained earnings at the time an investment is made.
Due to the sale of electric distribution businesses in the UK and
Australia in 1998, Entergy has the ability to make significant additional
investments in domestic and foreign generation businesses.
Entergy's global power development business is currently
constructing two combined cycle gas turbine merchant power plants in the
UK. The first is a 1200 MW plant known as Saltend. It is expected to
begin commercial operation in the first quarter of 2000. The second is a
792 MW plant known as Damhead Creek. It is expected to begin commercial
operation in the fourth quarter of 2000. The financing of the
construction of these two power plants is discussed in Note 7 to the
financial statements in the Form 10-K.
Entergy's nuclear power business has agreed to acquire from Boston
Edison Company the 670 MW Pilgrim Nuclear Station located in Plymouth,
Massachusetts, including the plant's nuclear fuel, for $80 million. This
sale is expected to close in mid-1999. Further discussion of this
acquisition can be found in "PART I, Item 1, Other Businesses" in the
Form 10-K.
Entergy has also made investments in energy-related businesses,
including power marketing and trading. Under the SEC's regulations
pursuant to 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.
In the first quarter of 1999, Entergy Corporation paid $70.4 million
in cash dividends on its common stock. Declarations of dividends on
Entergy's common stock are made at the discretion of the Board. The
Board evaluates the level of Entergy common stock dividends, based upon
Entergy's earnings and financial strength. Dividend restrictions are
discussed in Note 8 to the financial statements in the Form 10-K.
In October 1998, the Board approved a plan for the repurchase of
Entergy common stock through December 31, 2001 to fulfill the
requirements of various compensation and benefit plans. The stock
repurchase plan provides for purchases in the open market of up to 5
million shares for an aggregate consideration of up to $250 million. See
Note 3 to the financial statements for stock issuances made during the
first quarter of 1999.
Rate proceedings in Texas could have a material adverse impact on
Entergy Gulf States' cash flow from operations. However, management
believes that Entergy Gulf States' cash flow from operations will be
sufficient to fund its capital requirements for the foreseeable future.
The rate proceedings are discussed in Note 2 to the financial statements
in this report.
See Note 4 to the financial statements in this report for a
discussion of Entergy's recent long-term debt redemptions. See Notes 4,
5, 6, 7, 9 and 10 to the financial statements in the Form 10-K for
additional information on Entergy's and its subsidiaries' capital and
refinancing requirements in 1999-2003.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Entergy Corporation and System Energy
Pursuant to the Capital Funds Agreement between Entergy Corporation
and System Energy, Entergy Corporation has agreed to supply System Energy
with sufficient capital to:
o maintain System Energy's equity capital at a minimum of 35% of its
total capitalization (excluding short-term debt);
o permit the continued commercial operation of Grand Gulf 1;
o pay in full all System Energy indebtedness for borrowed money when
due; and
o enable System Energy to make payments on specific debt under
supplements to the agreement assigning System Energy's rights in the
agreement as security for the specific debt.
The Capital Funds Agreement and other Grand Gulf 1 related
agreements are more thoroughly discussed in Note 9 to the financial
statements in the Form 10-K.
<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 "Regulatory and
Legislative Activity - Transition to Competition Filings", "Industrial
and Commercial Customers", "State and Local Regulation", and "Other
Electric Utility Trends" for a discussion of the increasing competitive
pressures facing Entergy and the electric utility industry. See also
"Market Risks" in the Form 10-K for a discussion of other significant
issues affecting Entergy. Set forth below are recent updates to the
information contained in the Form 10-K.
Domestic Competition
Regulatory and Legislative Activity
Open Access
On April 5, 1999, Entergy filed a proposal with FERC regarding the
formation of a separate, independent transmission company (Transco),
which would own, operate, control and maintain transmission assets.
Entergy is seeking guidance from FERC on this plan by the end of July
1999. Transco member companies, which could include companies other than
Entergy or its subsidiaries, would receive passive ownership, but no
voting rights. The transmission assets and related employees of the
Entergy domestic utility companies would be transferred to the Transco.
After FERC responds to Entergy's proposal, management expects to make
additional filings with federal, state, and local regulatory authorities
seeking necessary approvals for the formation of the Transco. If
approved, the Transco would likely not become operational until 2001 or
2002, depending upon the timing of such regulatory approvals.
Legislative Activity
In April 1999, the governor of Arkansas signed into law a
deregulation bill passed by the Arkansas Legislature. The bill calls for
retail open access by electric utilities on January 1, 2002. The APSC
may delay implementation of retail open access, but not beyond June 30,
2003. The new law provides for the recovery of stranded costs pursuant
to a review and approval by the APSC, and for securitization of the
allowed stranded costs. The bill also requires Entergy Arkansas and
other utilities to make filings separating (unbundling) their costs into
generation, transmission, and distribution functions. Entergy Arkansas'
filing must be made by January 1, 2000. Utilities that own transmission
facilities must subject them to operation by an independent transmission
organization.
The Texas Senate has approved a restructuring bill, which calls for
a competitive retail access date of January 1, 2002, market power
mitigation measures, stranded cost recovery, and securitization of
regulatory assets and stranded costs, among other things. The Senate
bill is now pending before a committee of the Texas House of
Representatives. Other restructuring bills have been introduced in the
House and are pending before the same committee. Management is unable to
predict the likelihood that the Texas Legislature will pass a
restructuring bill and, if so, what form it will take.
Regulatory Activity
The LPSC has directed its staff to develop a Louisiana-specific
competition plan by January 1, 2001. The LPSC staff will convene
technical conferences and study various potential effects of retail
competition throughout 1999. No specific date has been targeted for the
start of competition, should it be decided that competition in Louisiana
is in the public interest.
See Note 2 to the financial statements in the Form 10-K for
information regarding the Revised Proposed Transition Plan (the Plan)
issued by the MPSC in June 1998. The MPSC continues to hold hearings
and request informational filings regarding various potential effects
of retail competition. Enabling legislation necessary to implement the
Plan cannot be considered until the next session of the Mississippi
Legislature, which is scheduled to begin in January 2000.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
State and Local Regulation
As discussed in Note 2 to the financial statements in the Form 10-K,
the PUCT has issued for comment proposed "Code of Conduct" rules
governing transactions between utilities and their affiliates. Those
rules, if adopted in their proposed form, would severely restrict or
prohibit the providing of services by Entergy Services, Inc., System
Fuels, Inc. and Entergy Operations, Inc. to Entergy Gulf States.
Moreover, the proposed Texas rules would be inconsistent in many respects
with regulations imposed upon Entergy Gulf States pursuant to the Federal
Power Act and PUHCA, which generally require Entergy Gulf States to
operate on an integrated basis with the other regulated companies in the
Entergy System. Entergy Gulf States and other interested parties,
including other utilities regulated by the SEC, have filed comments on
the proposed rules. The PUCT has announced that it will hold a hearing
on the rules on June 7, 1999. Management cannot predict whether the
rules will be implemented or, if implemented, what the form of the rules
will be. However, if they are implemented in their proposed form,
management believes the result is likely to be increased costs to Entergy
Gulf States as a result of requirements to discontinue many current
affiliate relationships and transactions to which Entergy Gulf States is
a party.
Entergy Mississippi implemented a $13.3 million rate reduction
effective May 1999 based on its annual performance-based formula rate
plan filing for the 1998 test year. Entergy Louisiana submitted its
fourth annual performance-based formula rate plan filing for the 1998
test year in April 1999, which indicated that Entergy Louisiana would
implement a $20.7 million base rate reduction effective August 1999.
No procedural schedule has been established by the LPSC.
Accounting Issues
Continued Application of SFAS 71
The domestic utility companies' and System Energy's financial
statements principally reflect assets and costs based on existing cost-
based ratemaking regulation in accordance with SFAS 71,"Accounting for
the Effects of Certain Types of Regulation". Continued applicability of
SFAS 71 to the 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 electric
utility industry's movement toward a combination of competition and a
modified regulatory environment could result in rates that are not based
on cost of service. If a utility company is required to discontinue
application of SFAS 71 for a portion or all of its operations, it could
be required to remove regulatory assets and liabilities from its balance
sheet.
As discussed, definitive outcomes have not yet been determined
regarding the transition to competition filings in Entergy's
jurisdictions; therefore, the regulated operations continue to apply SFAS
71. Arkansas has enacted a retail open access law, but the law does not
provide sufficient detail to determine definitively how Entergy Arkansas'
regulated operations will be affected. The law provides for the recovery
of stranded costs subsequent to a review and approval by the APSC. Until
such a review is concluded, it is anticipated that Entergy Arkansas will
continue to apply SFAS 71. Discontinuation of the application of SFAS 71
by the domestic utility companies and System Energy could have a material
adverse impact on Entergy's financial statements. The application of
SFAS 71 is discussed more thoroughly in Note 1 to the financial
statements in the Form 10-K.
Year 2000 Issues
Management has been evaluating its computer software and
hardware, databases, embedded microprocessors (collectively referred
to as "IT and non-IT assets"), suppliers, and other relationships to
determine actions required to prevent problems related to the Year
2000, and the resources required to take such actions. Unless
corrected, these problems may result in malfunctions in certain
software applications, databases, and computer equipment with respect
to dates on or after January 1, 2000. These malfunctions could
disrupt operations of nuclear or fossil generating plants, operation
of transmission and distribution systems, and access to
interconnections with neighboring utilities, and could cause other
operational problems. While it is not possible to anticipate all
future events, especially when third parties are involved, management
believes the most reasonably likely worst case scenario is isolated
disruptions of service, which should be rapidly restored.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Management has adopted a four-step approach to address Year 2000
issues including:
o an inventory of all IT and non-IT assets;
o an assessment to determine if the IT and non-IT assets are
critical to the business and, if so, whether Year 2000 has an impact
on them;
o remediation or replacement of critical systems determined to be
Year 2000 deficient; and
o certification of such critical systems to confirm Year 2000
compliance.
Management has completed its inventory of IT and non-IT assets,
identified systems and equipment that could be affected by the
millennium change, and assessed the risk of potential failure for
most of its assets. Management defines services or products as Year
2000 "compliant" when they perform the business, office automation,
or process control requirements as designed into the twenty-first
century. Management defines an asset as "certified" as Year 2000
compliant after it has been modified, or upgraded if necessary,
tested, and deployed in the operating environment. Certification of
Entergy's IT and non-IT assets that significantly affect service to
customers was scheduled to be substantially complete by the end of
the first quarter of 1999, and is approximately 92% complete as of
March 31, 1999. Certification of IT and non-IT assets that do not
significantly affect service to customers, but are important to
Entergy operations, is scheduled to be substantially complete by the
end of the second quarter of 1999, and is on schedule and
approximately 57% complete as of March 31, 1999.
Management is currently performing an assessment of its vendors
that affect Entergy's operations with respect to Year 2000 issues.
All vendors have been contacted by letter, and vendors whose failure
to provide services would quickly downgrade or suspend Entergy's
operations have been interviewed and evaluated for Year 2000
readiness. Entergy's goal is to receive written confirmation of the
Year 2000 readiness of these critical vendors. Entergy's contingency
plans will include utilization of alternative suppliers and
stockpiling of fuel and other supplies. Management will implement
Year 2000 contingency plans for vendors throughout 1999.
Maintenance or modification costs associated with Year 2000
compliance will be expensed as incurred, while the costs of new
software will be capitalized and amortized over the software's useful
life. Management's current estimate of maintenance and modification
costs related to Year 2000 issues to be incurred in 1998 through mid-
2000 is approximately $54 million. Entergy has incurred
approximately $33 million of this total through March 1999. These
expenses are being funded through operating cash flows.
Additionally, total capitalized costs for projects accelerated due to
Year 2000 issues are estimated to be $19 million. Entergy has
incurred approximately $13 million of this total through March 1999.
Based on the Year 2000 risk determinations of management, an
independent consultant's risk assessment, and the results of
certification activities, management is creating and implementing
contingency plans throughout 1999 to address Year 2000 issues.
Management expects to complete its written contingency plans by the
end of June 1999. Entergy is working with a consultant to develop
contingency plans using the guidelines issued by the Nuclear Energy
Institute and the guidelines issued by the North American Electric
Reliability Council. Although Entergy is taking steps that it
believes will address the Year 2000 issue, this issue presents risks
that may not be entirely foreseen and eliminated and which could
significantly affect utility operations and financial performance.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the first quarter of 1999 primarily due to
decreased operating expenses and interest charges and increased other
income, partially offset by decreased operating revenues.
Note 6 to the financial statements provides a detailed breakdown of
financial information by business segment. Competitive businesses are
included in the following segments discussed in Note 6: power marketing
and trading, Entergy London, CitiPower, and other. Net income for the
first quarter of 1998 reflected the results of operations for Entergy
London, CitiPower, Efficient Solutions, Inc. and Entergy Security, Inc.
These businesses were sold in December 1998, December 1998, September
1998, and January 1999, respectively, and are therefore not included in
some or all of 1999's results of operations.
Revenues and Sales
Domestic Utility Companies and System Energy
The changes in electric operating revenues associated with Entergy's
domestic utility companies for the first quarter of 1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues ($31.4)
Rate riders (39.8)
Fuel cost recovery (26.8)
Sales volume/weather 19.4
Other revenue (including unbilled) 5.1
Sales for resale (8.0)
------
Total ($81.5)
======
Base revenues
Base revenues decreased $31.4 million primarily due to base rate
reductions at Entergy Gulf States in both the Louisiana and Texas
jurisdictions. Annual base rate reductions of $87 million and $18
million were implemented in the Louisiana jurisdiction in February 1998
and August 1998, respectively. In the Texas jurisdiction, a $69 million
annual base rate reduction, net of accelerated recovery of the River Bend
accounting order deferrals, was implemented in December 1998. These
decreases are partially offset by the additional $9.3 million reserve
recorded in the first quarter of 1998 at Entergy Gulf States to account
for the anticipated effects of rate proceedings in Texas.
Rate rider revenues
Rate rider revenues do not affect net income because specific
incurred expenses offset them.
Rate rider revenues decreased $39.8 million due to the expiration of
phase-in plans at Entergy Arkansas and Entergy Mississippi. These
decreases were partially offset by the implementation of the Grand Gulf
Accelerated Recovery Tariffs at Entergy Arkansas and Entergy Mississippi.
These tariffs allow both Entergy Arkansas and Entergy Mississippi to
accelerate the payments of their Grand Gulf purchased power obligations.
The tariffs became effective in January 1999 and October 1998,
respectively.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Fuel cost recovery revenues
Fuel cost recovery revenues do not affect net income because they
are an increase to revenues that are offset by specific incurred fuel
costs.
Fuel cost recovery revenues decreased $26.8 million due to:
o lower fuel prices at Entergy Gulf States and Entergy Louisiana
o decreased generation at Entergy Gulf States.
This decrease was partially offset at Entergy Gulf States by an increased
fuel factor and a fuel surcharge implemented in the Texas jurisdiction in
February 1999.
Sales volume/weather
Sales volume increased $19.4 million due to an increase in usage and
the number of customers, especially in the higher margin residential and
commercial sectors at Entergy Arkansas and Entergy Gulf States. Such
increases were partially offset by decreased usage in the lower margin
industrial customer class at Entergy Gulf States.
Competitive Businesses
Competitive business revenues decreased approximately $579 million
in the first quarter of 1999 primarily due to the sale of Entergy London
and CitiPower in December 1998.
These decreases were partially offset by increased sales revenues in
the power marketing and trading business. However, the impact on net
income from these revenues was more than offset by increased power
purchased for resale as discussed in Expenses below, which resulted in a
trading loss for this business for the first quarter of 1999.
Expenses and other
Domestic Utility Companies and System Energy
Fuel and purchased power expenses
Fuel and purchased power expenses decreased $51.7 million in the
first quarter of 1999 principally due to:
o slightly lower generation, coal prices, and gas prices resulting in
a shift in the generation mix at Entergy Gulf States;
o an under-recovery of fuel costs due to market price fluctuations at
Entergy Louisiana; and
o a decrease in nuclear fuel costs at Entergy Louisiana as a result of
the refueling outage at the Waterford 3 nuclear plant in the first
quarter of 1999.
Other regulatory credits
Other regulatory credits decreased $18.6 million, primarily due to
the implementation of the Grand Gulf Accelerated Recovery Tariffs at
Entergy Arkansas and Entergy Mississippi which allow System Energy to
increase its recovery of Grand Gulf 1 plant investment costs.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Amortization of rate deferrals
The amortization of rate deferrals decreased $71.7 million in the
first quarter of 1999 due to the completion of nuclear plant-related
phase-in plans at Entergy Arkansas, Entergy Gulf States, and Entergy
Mississippi. These plans expired in November 1998, February 1998, and
September 1998, respectively.
Other income
Other income decreased at the domestic utility companies due
principally to:
o reduced Grand Gulf 1 carrying charges as a result of the expiration
of the Grand Gulf 1 phase-in plan in November at Entergy Arkansas;
o the $5.6 million February 1998 gain on the sale of certain System
Fuels, Inc. oil and gas properties; and
o increased miscellaneous non-operating expenses of $2.9 million at
Entergy Gulf States.
Interest charges
Interest charges decreased due to the retirement, redemption, or
refinancing of certain long-term debt during 1998 and 1999 at Entergy
Arkansas, Entergy Gulf States, and System Energy.
Competitive Businesses
Fuel and purchased power expenses
Fuel and purchased power expenses in the power marketing and trading
business increased $92.7 million principally due to increased purchased
power expenses as a result of increased trading volume.
Other operation and maintenance expenses
Other operation and maintenance expenses decreased in the first
quarter of 1999 principally due to the sale of Efficient Solutions, Inc.
in September 1998 and the sale of Entergy Security, Inc. in January 1999.
The decrease was partially offset by an increase for the power marketing
and trading business, which resulted from higher trading volumes and an
increase in staffing levels.
Other income
Other income increased in the first quarter of 1999 due to:
o a $12.5 million ($.6 million net of tax) gain on the sale of Entergy
Security, Inc. in January 1999;
o a $7.6 million ($4.9 million net of tax) adjustment to the final
sale price of CitiPower; and
o interest income on the proceeds of the sales of Entergy London and
CitiPower of $16.8 million in the first quarter of 1999.
These increases are partially offset by income from an Entergy
investment in Asia recorded in the first quarter of 1998 due to:
o dividend income of $9.1 million; and
o a gain of $1.0 million on the partial sale of the investment.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Interest charges
Interest on long-term debt decreased by $62 million for the first
quarter of 1999 due to the retirement of debt associated with the Entergy
London and CitiPower businesses.
Income Taxes
The effective income tax rates for the first quarter of 1999 and
1998 were 38.3% and 44.6%, respectively. The effective income tax rate
decreased primarily due to:
o decreased state income tax benefits at the power marketing and
trading business as a result of net losses; and
o decreased income taxes due to recognition of certain foreign tax
credits.
These decreases were partially offset by increased income taxes
resulting from the sale of Entergy Security, Inc.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands, Except Share Data)
<S> <C> <C>
Operating Revenues:
Domestic electric $1,238,583 $1,320,052
Natural gas 37,731 50,425
Steam products 8,296 8,400
Competitive businesses 355,312 934,215
---------- ----------
Total 1,639,922 2,313,092
---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 402,973 348,963
Purchased power 373,799 778,674
Nuclear refueling outage expenses 19,685 22,674
Other operation and maintenance 367,632 483,688
Depreciation, amortization, and decommissioning 197,042 252,458
Taxes other than income taxes 83,068 95,794
Other regulatory credits (16,125) (34,766)
Amortization of rate deferrals 8,413 80,100
---------- ----------
Total 1,436,487 2,027,585
---------- ----------
Operating Income 203,435 285,507
---------- ----------
Other Income:
Allowance for equity funds used
during construction 5,411 2,349
Gain on sales of non-regulated businesses 20,102 1,038
Miscellaneous - net 20,433 30,535
---------- ----------
Total 45,946 33,922
---------- ----------
Interest Charges:
Interest on long-term debt 122,531 191,576
Other interest - net 8,541 10,102
Distributions on preferred securities of subsidiaries 4,709 11,178
Allowance for borrowed funds used
during construction (4,479) (1,880)
---------- ----------
Total 131,302 210,976
---------- ----------
Income Before Income Taxes 118,079 108,453
Income Taxes 45,173 48,399
---------- ----------
Consolidated Net Income 72,906 60,054
Preferred and Preference Dividend Requirements of
Subsidiaries and Other 10,725 11,776
---------- ----------
Earnings Applicable to Common Stock 62,181 48,278
Other Comprehensive Income:
Foreign Currency Translation Adjustment 379 16,693
---------- ----------
Comprehensive Net Income $62,560 $64,971
========== ==========
Earnings per average common share:
Basic and diluted $0.25 $0.20
Dividends declared per common share $0.30 $0.90
Average number of common shares outstanding:
Basic 246,579,198 245,920,415
Diluted 246,716,006 246,188,177
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Consolidated net income $72,906 $60,054
Noncash items included in net income:
Amortization of rate deferrals 8,413 80,100
Other regulatory charges (16,125) (34,766)
Depreciation, amortization, and decommissioning 197,042 252,458
Deferred income taxes and investment tax credits (8,945) (54,938)
Allowance for equity funds used during construction (5,411) (2,349)
Gain on sale of non-regulated businesses (12,513) 1,038
Changes in working capital, net of effects from dispositions:
Receivables 6,867 178,897
Fuel inventory (11,212) 9,457
Accounts payable (20,461) (214,906)
Taxes accrued 32,165 71,519
Interest accrued (43,865) (9,490)
Other working capital accounts (20,981) 19,789
Changes in other regulatory assets (8,487) (20,855)
Provision for estimated losses and reserves 17,490 (62,335)
Decommissioning trust contributions and realized change in trust assets (16,871) (18,894)
Other 23,231 27,581
--------- ---------
Net cash flow provided by operating activities 193,243 282,360
--------- ---------
Investing Activities:
Construction/capital expenditures (249,733) (223,231)
Allowance for equity funds used during construction 5,411 2,349
Nuclear fuel purchases (33,352) (515)
Proceeds from sale/leaseback of nuclear fuel 23,300 7,433
Proceeds from sale of businesses 215,416 -
Acquisition of non-regulated businesses (13,333) (16,591)
Investment in other nonregulated/nonutility properties (801) (7,934)
Other 3,061 -
--------- ---------
Net cash flow used in investing activities (50,031) (238,489)
--------- ---------
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Financing Activities:
Proceeds from the issuance of:
Long-term debt 198,196 208,396
Common stock 1,915 12,026
Retirement of long-term debt (145,105) (151,069)
Repurchase of common stock (12,132) -
Redemption of preferred stock (74,731) (2,250)
Changes in short-term borrowings - net (125,500) 167,490
Preferred stock dividends paid (11,641) (11,776)
Common stock dividends paid (70,362) (110,939)
--------- ---------
Net cash flow provided by (used in) financing activities (239,360) 111,878
--------- ---------
Effect of exchange rates on cash and cash equivalents (1,993) 2,740
--------- ---------
Net increase (decrease) in cash and cash equivalents (98,141) 158,489
Cash and cash equivalents at beginning of period 1,184,495 830,547
--------- ---------
Cash and cash equivalents at end of period $1,086,354 $989,036
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $171,185 $214,528
Income taxes $10,617 $14,589
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $13,626 $18,894
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S>
Current Assets: <C> <C>
Cash and cash equivalents:
Cash $108,727 $386,764
Temporary cash investments - at cost,
which approximates market 816,740 797,731
Special deposits 160,887 -
----------- -----------
Total cash and cash equivalents 1,086,354 1,184,495
Notes receivable 959,153 959,329
Accounts receivable:
Customer (less allowance for doubtful accounts of
$7.1 million in 1999 and $10.3 million in 1998) 236,445 270,348
Other 252,880 197,362
Accrued unbilled revenues 223,101 245,350
Deferred fuel costs 136,639 169,589
Accumulated deferred income taxes 15,120 11,329
Fuel inventory - at average cost 106,638 90,408
Materials and supplies - at average cost 372,351 374,674
Rate deferrals 37,358 37,507
Prepayments and other 181,142 114,886
----------- -----------
Total 3,607,181 3,655,277
----------- -----------
Other Property and Investments:
Decommissioning trust funds 739,516 709,018
Non-regulated investments 362,404 557,347
Other 233,580 221,915
----------- -----------
Total 1,335,500 1,488,280
----------- -----------
Utility Plant:
Electric 22,763,122 22,704,872
Plant acquisition adjustment - Entergy Gulf States 418,828 422,895
Electric plant under leases 675,309 675,309
Property under capital leases - electric 109,197 113,736
Natural gas 183,640 183,621
Steam products 80,537 80,537
Construction work in progress 1,069,235 911,278
Nuclear fuel under capital leases 320,702 282,595
Nuclear fuel 39,315 29,690
----------- -----------
Total 25,659,885 25,404,533
Less - accumulated depreciation and amortization 10,263,775 10,075,951
----------- -----------
Utility plant - net 15,396,110 15,328,582
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 116,831 125,095
SFAS 109 regulatory asset - net 1,137,134 1,141,318
Unamortized loss on reacquired debt 186,347 191,786
Other regulatory assets 525,811 513,333
Long-term receivables 34,054 34,617
Other 510,416 369,735
----------- -----------
Total 2,510,593 2,375,884
----------- -----------
TOTAL $22,849,384 $22,848,023
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $487,719 $255,221
Notes payable 160,673 296,790
Accounts payable 496,480 522,072
Customer deposits 151,032 148,972
Taxes accrued 319,352 284,847
Interest accrued 143,197 185,688
Dividends declared 6,917 7,918
Obligations under capital leases 176,028 176,270
Other 73,099 72,055
----------- -----------
Total 2,014,497 1,949,833
----------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,574,130 3,581,637
Accumulated deferred investment tax credits 568,278 565,744
Obligations under capital leases 253,970 220,209
Other 2,134,318 1,955,965
----------- -----------
Total 6,530,696 6,323,555
----------- -----------
Long-term debt 6,410,747 6,596,617
Subsidiaries' preferred stock with sinking fund 92,877 167,523
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000 215,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 338,455 338,455
Common stock, $.01 par value, authorized 500,000,000
shares; issued 246,895,066 shares in 1999 and 246,829,076
shares in 1998 2,469 2,468
Additional paid-in capital 4,631,040 4,630,609
Retained earnings 2,514,735 2,526,888
Cumulative foreign currency translation adjustment (46,360) (46,739)
Less - treasury stock, at cost (162,138 shares in 1999 and
208,907 shares in 1998) 4,772 6,186
----------- -----------
Total 7,435,567 7,445,495
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $22,849,384 $22,848,023
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
Domestic Utility Electric Operating Revenues:
Residential $ 432.0 $ 463.1 ($31.1) (7)
Commercial 316.2 332.6 (16.4) (5)
Industrial 406.7 444.7 (38.0) (9)
Governmental 36.0 41.5 (5.5) (13)
--------------------------------
Total retail 1,190.9 1,281.9 (91.0) (7)
Sales for resale 75.0 83.0 (8.0) (10)
Other (a) (27.3) (44.8) 17.5 39
--------------------------------
Total $1,238.6 $ 1,320.1 ($81.5) (6)
================================
Billed Electric Energy
Sales (GWH):
Residential 6,417 6,240 177 3
Commercial 5,169 4,829 340 7
Industrial 10,216 10,412 (196) (2)
Governmental 589 627 (38) (6)
--------------------------------
Total retail 22,391 22,108 283 1
Sales for resale 2,209 1,930 279 14
--------------------------------
Total 24,600 24,038 562 2
================================
(a) 1998 revenues include the effect of the provision for rate refunds.
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the first quarter of 1999 primarily due to
reduced operating expenses and interest charges, partially offset by a
decrease in electric operating revenues and other income.
Revenues and Sales
The changes in electric operating revenues for the first quarter of
1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues $0.5
Rate riders (14.2)
Fuel cost recovery 1.8
Sales volume/weather 6.1
Other revenue (including unbilled) 0.3
Sales for resale (12.4)
------
Total ($17.9)
======
Rate rider revenue
Rate rider revenues do not affect net income because specific
incurred expenses offset them.
Rate rider revenues decreased as a result of a revised Grand Gulf
rider, which includes consideration of the expiration of the Grand Gulf
1 phase-in plan in November 1998, partially offset by the Grand Gulf
Accelerated Recovery Tariff (GGART). The tariff was designed to allow
Entergy Arkansas to pay down a portion of its Grand Gulf purchased power
obligation in advance of the implementation of retail access in
Arkansas. The rider and GGART became effective with the first billing
cycle in January 1999.
Sales volume/weather
Sales volume increased due to an increase in usage and number of
customers especially in the higher margin residential and commercial
sectors at Entergy Arkansas.
Sales for resale
Sales for resale decreased primarily due to reduced sales to non-
associated companies as a result of the expiration of certain temporary
contracts in January 1999.
Expenses
Fuel and fuel related expenses
Fuel expenses increased slightly in the first quarter of 1999, due
to a change in fuel mix and an increase in generation.
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other Operation and Maintenance
Other operation and maintenance expenses decreased due to a
favorable nuclear variance as a result of a planned mid-cycle outage at
ANO 2 that occurred in 1998. This decrease was partially offset by an
increase in fossil expenses due to the decision to return the Moses, Lake
Catherine, and Mablevale generating stations to service, as well as
Independence having a scheduled outage in 1999 but none in 1998.
Other regulatory credits
Other regulatory credits decreased as a result of Entergy Arkansas
being in a smaller under-recovery position related to Grand Gulf 1 costs
in the first quarter of 1999 as compared to the first quarter of 1998.
Amortization of rate deferrals
The amortization of Grand Gulf 1 rate deferrals decreased in the
first quarter of 1999 due to the completion of the Grand Gulf 1 rate
phase-in plan in November 1998.
Other
Other income
Other income decreased in the first quarter of 1999 due to reduced
Grand Gulf 1 carrying charges and lower miscellaneous non-operating
income. Grand Gulf 1 carrying charges decreased as a result of the
expiration of the Grand Gulf 1 phase in plan in November 1998.
Miscellaneous non-operating income was lower due to the receipt of
Entergy Arkansas' portion of the proceeds from the sale of certain System
Fuel, Inc. oil and gas properties in February 1998.
Interest charges
Interest charges decreased in the first quarter of 1999 due to the
retirement of certain long-term debt in 1998.
Income taxes
The effective income tax rates for the first quarter of 1999 and
1998 were 19.6% and 42.7%, respectively. The decrease in 1999 was due
principally to the flow through of tax benefits related to operating
reserves.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Revenues $311,969 $329,869
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 48,792 46,223
Purchased power 94,943 95,395
Nuclear refueling outage expenses 8,066 8,091
Other operation and maintenance 82,209 85,799
Depreciation, amortization, and decommissioning 44,129 45,260
Taxes other than income taxes 9,256 10,360
Other regulatory credits (7,586) (10,581)
Amortization of rate deferrals - 22,068
-------- --------
Total 279,809 302,615
-------- --------
Operating Income 32,160 27,254
-------- --------
Other Income:
Allowance for equity funds used
during construction 2,410 704
Miscellaneous - net 937 6,870
-------- --------
Total 3,347 7,574
-------- --------
Interest Charges:
Interest on long-term debt 20,674 23,464
Other interest - net 1,526 776
Distributions on preferred securities of subsidiary trust 1,275 1,255
Allowance for borrowed funds used
during construction (1,658) (487)
-------- --------
Total 21,817 25,008
-------- --------
Income Before Income Taxes 13,690 9,820
Income Taxes 2,679 4,197
-------- --------
Net Income 11,011 5,623
Preferred Stock Dividend Requirements
and Other 2,420 2,626
-------- --------
Earnings Applicable to Common Stock $8,591 $2,997
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $11,011 $5,623
Noncash items included in net income:
Amortization of rate deferrals - 22,068
Other regulatory credits (7,586) (10,581)
Depreciation, amortization, and decommissioning 44,129 45,260
Deferred income taxes and investment tax credits 2,094 (9,854)
Allowance for equity funds used during construction (2,410) (704)
Changes in working capital:
Receivables (18,221) 46,353
Fuel inventory (16,921) 1,151
Accounts payable 33,192 11,184
Taxes accrued 2,640 19,038
Interest accrued (893) (1,462)
Other working capital accounts (9,056) (16,353)
Decommissioning trust contributions and realized
change in trust assets (5,853) (6,281)
Provision for estimated losses and reserves (12,886) (1,706)
Other 9,899 (1,092)
-------- --------
Net cash flow provided by operating activities 29,139 102,644
-------- --------
Investing Activities:
Construction expenditures (61,382) (28,837)
Allowance for equity funds used during construction 2,410 704
Nuclear fuel purchases (962) (6,832)
Proceeds from sale/leaseback of nuclear fuel 962 6,832
-------- --------
Net cash flow used in investing activities (58,972) (28,133)
-------- --------
Financing Activities:
Retirement of other long-term debt - (45,500)
Preferred stock dividends paid (2,420) (2,626)
-------- --------
Net cash flow used in financing activities (2,420) (48,126)
-------- --------
Net increase (decrease) in cash and cash equivalents (32,253) 26,385
Cash and cash equivalents at beginning of period 108,748 203,391
-------- --------
Cash and cash equivalents at end of period $76,495 $229,776
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $23,104 $25,718
Income taxes $ 4,380 $469
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $7,220 $12,502
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $5,080 $9,814
Temporary cash investments - at cost,
which approximates market:
Associated companies 8,458 15,643
Other 24,670 83,291
Special deposits 38,287 -
---------- ----------
Total cash and cash equivalents 76,495 108,748
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.8 million in 1999 and 1998) 58,497 70,481
Associated companies 38,789 34,502
Other 27,635 4,510
Accrued unbilled revenues 75,876 73,083
Fuel inventory - at average cost 36,773 19,852
Materials and supplies - at average cost 91,542 89,033
Deferred fuel cost 30,791 41,191
Deferred nuclear refueling outage costs 31,739 17,787
Prepayments and other 15,343 5,557
---------- ----------
Total 483,480 464,744
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 11,213 11,213
Decommissioning trust fund 316,359 303,286
Other - at cost (less accumulated depreciation) 5,869 5,070
---------- ----------
Total 333,441 319,569
---------- ----------
Utility Plant:
Electric 4,746,495 4,731,699
Property under capital leases 48,388 49,415
Construction work in progress 234,624 201,853
Nuclear fuel under capital lease 112,284 95,589
Nuclear fuel 6,656 -
---------- ----------
Total 5,148,447 5,078,556
Less - accumulated depreciation and amortization 2,319,235 2,275,170
---------- ----------
Utility plant - net 2,829,212 2,803,386
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 251,525 248,275
Unamortized loss on reacquired debt 50,788 51,747
Other regulatory assets 101,369 96,927
Other 15,450 22,003
---------- ----------
Total 419,132 418,952
---------- ----------
TOTAL $4,065,265 $4,006,651
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $38,652 $1,094
Notes payable 667 667
Accounts payable:
Associated companies 72,911 47,963
Other 88,213 79,969
Customer deposits 25,503 25,196
Taxes accrued 71,225 68,585
Accumulated deferred income taxes 12,451 23,137
Interest accrued 24,392 25,285
Co-owner advances 11,825 4,073
Obligations under capital leases 63,627 64,068
Other 14,915 16,183
---------- ----------
Total 424,381 356,220
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 774,808 757,596
Accumulated deferred investment tax credits 97,491 98,768
Obligations under capital leases 97,144 80,936
Transition to competition liability 91,584 90,623
Other 167,994 173,387
---------- ----------
Total 1,229,021 1,201,310
---------- ----------
Long-term debt 1,126,437 1,172,285
Preferred stock with sinking fund 22,027 22,027
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 116,350 116,350
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 496,445 487,855
---------- ----------
Total 1,203,399 1,194,809
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,065,265 $4,006,651
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 116.7 $ 120.9 ($4.2) (3)
Commercial 59.6 59.5 0.1 -
Industrial 70.7 72.3 (1.6) (2)
Governmental 3.3 3.4 (0.1) (3)
------------------------------
Total retail 250.3 256.1 (5.8) (2)
Sales for resale
Associated companies 29.5 34.2 (4.7) (14)
Non-associated companies 36.5 44.2 (7.7) (17)
Other (4.3) (4.6) 0.3 7
------------------------------
Total $ 312.0 $ 329.9 ($17.9) (5)
==============================
Billed Electric Energy
Sales (GWH):
Residential 1,556 1,504 52 3
Commercial 1,060 1,003 57 6
Industrial 1,606 1,566 40 3
Governmental 55 55 - -
------------------------------
Total retail 4,277 4,128 149 4
Sales for resale
Associated companies 1,537 1,638 (101) (6)
Non-associated companies 821 1,173 (352) (30)
------------------------------
Total 6,635 6,939 (304) (4)
==============================
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income decreased for the first quarter of 1999 primarily due to
a decrease in operating revenues and other income, partially offset by
decreases in operating expenses and interest charges.
Revenues and Sales
Electric operating revenues
The changes in electric operating revenues for the first quarter of
1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues ($33.1)
Fuel cost recovery (8.4)
Sales volume/weather 7.5
Other revenue (including unbilled) 4.7
Sales for resale 1.2
------
Total ($28.1)
======
Base revenues
Base revenues decreased due to base rate reductions in both the
Louisiana and Texas jurisdictions. In the Louisiana jurisdiction base
rate reductions of $87 million and $18 million were implemented in
February 1998 and August 1998, respectively. In the Texas jurisdiction a
$69 million base rate reduction, net of accelerated recovery of the River
Bend accounting order deferrals, was implemented in December 1998. These
decreases are partially offset by the additional $9.3 million reserve
recorded in the first quarter of 1998 to account for the anticipated
effects of the rate proceedings in Texas.
Fuel cost recovery revenues
Fuel cost recovery revenues do not affect net income because they
are an increase to revenues that are offset by specific incurred fuel
costs.
Fuel cost recovery revenues decreased due to lower fuel prices and
decreased generation. This decrease was partially offset by an increased
fuel factor and a fuel surcharge implemented in the Texas jurisdiction in
February 1999.
Sales volume/weather
Sales volume increased due to an increase in usage and the number of
customers in the higher margin residential and commercial customer
classes, partially offset by decreased usage in the lower margin
industrial customer class.
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other revenue
Other revenue increased primarily due to increased network
transmission service revenues and an increase in electric property rent
as a result of increased pole usage fees.
Gas operating revenues
Gas operating revenues decreased for the first quarter of 1999
primarily due to lower gas purchased for resale prices as well as
decreased usage as a result of warmer winter weather, especially in the
residential and commercial sectors.
Expenses
Fuel and purchased power
Fuel and purchased power expenses decreased for the first quarter of
1999 primarily due to lower coal and gas prices resulting in a shift in
the generation mix and also due to slightly lower generation.
Amortization of rate deferrals
The amortization of rate deferrals decreased for the first quarter
of 1999 primarily due to the completion of the Louisiana retail phase-in
plan for River Bend in February 1998.
Other
Other income
Other income decreased for the first quarter of 1999 primarily due
to increased miscellaneous non-operating expenses.
Interest charges
Interest charges decreased for the first quarter of 1999 primarily
due to the retirement, redemption, or refinancing of certain long-term
debt in 1998 and the first quarter of 1999.
Income taxes
The effective income tax rates for the first quarter of 1999 and
1998 were 49.5% and 46.8%, respectively. The increase in 1999 is
primarily due to a decrease in tax benefits of operating reserves for
injuries and damages receiving flow through treatment.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Revenues:
Electric $403,806 $431,864
Natural gas 11,717 17,245
Steam products 8,296 8,400
-------- --------
Total 423,819 457,509
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 138,574 118,286
Purchased power 45,593 78,660
Nuclear refueling outage expenses 2,678 4,549
Other operation and maintenance 99,555 98,539
Depreciation, amortization, and decommissioning 53,314 54,297
Taxes other than income taxes 29,725 30,911
Other regulatory credits (8,922) (6,336)
Amortization of rate deferrals 2,270 14,942
-------- --------
Total 362,787 393,848
-------- --------
Operating Income 61,032 63,661
-------- --------
Other Income:
Allowance for equity funds used
during construction 1,226 612
Miscellaneous - net 1,044 3,960
-------- --------
Total 2,270 4,572
-------- --------
Interest Charges:
Interest on long-term debt 35,240 38,371
Other interest - net 685 744
Distributions on preferred securities of subsidiary trust 1,859 1,860
Allowance for borrowed funds used
during construction (1,109) (467)
-------- --------
Total 36,675 40,508
-------- --------
Income Before Income Taxes 26,627 27,725
Income Taxes 13,190 12,969
-------- --------
Net Income 13,437 14,756
Preferred and Preference Stock
Dividend Requirements and Other 4,552 4,814
-------- --------
Earnings Applicable to Common Stock $8,885 $9,942
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $13,437 $14,756
Noncash items included in net income:
Amortization of rate deferrals 2,270 14,942
Other regulatory credits (8,922) (6,336)
Depreciation, amortization, and decommissioning 53,314 54,297
Deferred income taxes and investment tax credits 2,120 (12,750)
Allowance for equity funds used during construction (1,226) (612)
Reserve for regulatory adjustments (2,265) 9,331
Changes in working capital:
Receivables (11,915) 29,735
Fuel inventory (10,679) (3,252)
Accounts payable 1,977 (23,962)
Taxes accrued 11,695 17,416
Interest accrued 6,845 7,812
Deferred fuel 20,845 14,027
Other working capital accounts 4,728 6,790
Decommissioning trust contributions and realized
change in trust assets (2,605) (4,005)
Provision for estimated losses and reserves 1,893 (3,574)
Other (1,632) 127
-------- --------
Net cash flow provided by operating activities 79,880 114,742
-------- --------
Investing Activities:
Construction expenditures (36,070) (21,553)
Allowance for equity funds used during construction 1,226 612
Nuclear fuel purchases (11,030) (153)
Proceeds from sale/leaseback of nuclear fuel 11,030 146
-------- --------
Net cash flow used in investing activities (34,844) (20,948)
-------- --------
Financing Activities:
Proceeds from the issuance of long-term debt 21,775 -
Retirement of:
First mortgage bonds (25,000) (25,000)
Other long-term debt (22,095) -
Redemption of preferred stock (24,731) (2,250)
Dividends paid:
Common stock - (71,358)
Preferred and preference stock (4,643) (4,814)
-------- --------
Net cash flow used in financing activities (54,694) (103,422)
-------- --------
Net decrease in cash and cash equivalents (9,658) (9,628)
Cash and cash equivalents at beginning of period 131,432 165,164
-------- --------
Cash and cash equivalents at end of period $121,774 $155,536
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $29,039 $31,373
Income taxes $(2,674) $7,455
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $5,846 $2,278
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $7,604 $11,629
Temporary cash investments - at cost,
which approximates market:
Associated companies 23,841 15,696
Other 90,329 104,107
---------- ----------
Total cash and cash equivalents 121,774 131,432
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.7 million in 1999 and 1998) 77,033 77,226
Associated companies 6,664 7,554
Other 43,808 28,265
Accrued unbilled revenues 57,024 59,569
Deferred fuel costs 112,051 132,896
Accumulated deferred income taxes 26,973 26,940
Fuel inventory - at average cost 40,880 30,201
Materials and supplies - at average cost 110,045 108,346
Rate deferrals 9,077 9,077
Prepayments and other 16,055 20,495
---------- ----------
Total 621,384 632,001
---------- ----------
Other Property and Investments:
Decommissioning trust fund 218,222 209,771
Other - at cost (less accumulated depreciation) 188,944 177,698
---------- ----------
Total 407,166 387,469
---------- ----------
Utility Plant:
Electric 7,259,976 7,250,789
Natural Gas 51,076 51,053
Steam products 80,537 80,538
Property under capital leases 52,634 54,427
Construction work in progress 118,945 105,085
Nuclear fuel under capital lease 76,480 46,572
---------- ----------
Total 7,639,648 7,588,464
Less - accumulated depreciation and amortization 3,191,380 3,141,483
---------- ----------
Utility plant - net 4,448,268 4,446,981
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 87,063 89,333
SFAS 109 regulatory asset - net 381,971 376,406
Unamortized loss on reacquired debt 41,446 42,879
Other regulatory assets 85,482 85,730
Long-term receivables 34,054 34,617
Other 227,841 221,085
---------- ----------
Total 857,857 850,050
---------- ----------
TOTAL $6,334,675 $6,316,501
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $46,515 $71,515
Accounts payable:
Associated companies 53,945 60,932
Other 100,067 91,103
Customer deposits 32,059 31,462
Taxes accrued 67,475 55,780
Interest accrued 49,476 42,631
Nuclear refueling reserve 18,649 16,991
Obligations under capital leases 34,765 34,343
Other 16,056 16,324
---------- ----------
Total 419,007 421,081
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 1,125,372 1,113,831
Accumulated deferred investment tax credits 205,531 209,477
Obligations under capital leases 94,349 66,656
Deferred River Bend finance charges 6,916 8,990
Regulatory reserves 512,759 515,024
Other 539,010 534,008
---------- ----------
Total 2,483,937 2,447,986
---------- ----------
Long-term debt 1,631,716 1,631,658
Preferred stock with sinking fund 35,850 60,497
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 211,091 202,205
---------- ----------
Total 1,529,165 1,520,279
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $6,334,675 $6,316,501
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
<S> <C> <C> <C> <C>
Electric Department Operating Revenues:
Residential $ 116.2 $ 128.3 ($ 12.1) (9)
Commercial 91.6 100.4 (8.8) (9)
Industrial 156.2 175.6 (19.4) (11)
Governmental 6.5 10.6 (4.1) (39)
------------------------------
Total retail 370.5 414.9 (44.4) (11)
Sales for resale
Associated companies 3.8 1.8 2.0 111
Non-associated companies 20.7 21.5 (0.8) (4)
Other (a) 8.8 (6.3) 15.1 240
------------------------------
Total Electric Department $ 403.8 $ 431.9 ($ 28.1) (7)
==============================
Billed Electric Energy
Sales (GWH):
Residential 1,803 1,720 83 5
Commercial 1,600 1,441 159 11
Industrial 4,114 4,348 (234) (5)
Governmental 100 154 (54) (35)
------------------------------
Total retail 7,617 7,663 (46) (1)
Sales for resale
Associated companies 152 57 95 167
Non-associated companies 985 501 484 97
------------------------------
Total Electric Department 8,754 8,221 533 6
==============================
(a) 1998 revenues include 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 first quarter of 1999 primarily due to
a decrease in operating expenses, partially offset by a decrease in
electric operating revenues and higher income taxes.
Revenues and Sales
The changes in electric operating revenues for the first quarter of
1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues $1.7
Fuel cost recovery (15.2)
Sales volume/weather 1.6
Other revenue (including unbilled) 6.2
Sales for resale 1.8
-----
Total ($3.9)
=====
Fuel cost recovery revenues
Fuel cost recovery revenues do not affect net income because they
are an increase to revenues that are offset by specific incurred fuel
costs.
Fuel cost recovery revenues decreased primarily due to lower fuel
prices.
Other revenue
Other revenues increased primarily due to:
o an increase in transmission revenues as a result of an increase in
customers; and
o an increase in electric property rent as a result of increased pole
usage fees.
Expenses
Fuel and purchased power expenses
Fuel and purchased power expenses decreased for the first quarter
of 1999 due to:
o an under-recovery of fuel costs in the first quarter of 1999 due to
market price fluctuations; and
o a decrease in nuclear fuel costs as a result of the refueling outage
at the Waterford 3 nuclear plant in 1999.
These decreases were partially offset by increased purchased power
and gas expenses due to a shift in generation requirements resulting
from the nuclear refueling outage.
<PAGE>
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other
Income taxes
The effective income tax rates for the first quarter 1999 and 1998
were 42.8% and 46.9%, respectively. The decrease in 1999 is primarily
due to the reversal of previously recorded AFUDC amounts included in
depreciation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Revenues $352,135 $356,038
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 58,225 74,702
Purchased power 92,463 87,996
Nuclear refueling outage expenses 5,436 5,435
Other operation and maintenance 67,803 71,024
Depreciation, amortization, and decommissioning 43,975 44,078
Taxes other than income taxes 18,244 18,458
Other regulatory credits - (877)
-------- --------
Total 286,146 300,816
-------- --------
Operating Income 65,989 55,222
-------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 761 361
Miscellaneous - net (42) 2,140
-------- --------
Total 719 2,501
-------- --------
Interest Charges:
Interest on long-term debt 27,054 28,762
Other interest - net 1,171 1,506
Distributions on preferred securities of subsidiary trust 1,575 1,575
Allowance for borrowed funds used
during construction (651) (333)
-------- --------
Total 29,149 31,510
-------- --------
Income Before Income Taxes 37,559 26,213
Income Taxes 16,072 12,296
-------- --------
Net Income 21,487 13,917
Preferred Stock Dividend Requirements
and Other 2,670 3,253
-------- --------
Earnings Applicable to Common Stock $18,817 $10,664
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $21,487 $13,917
Noncash items included in net income:
Other regulatory credits - (877)
Depreciation, amortization, and decommissioning 43,975 44,078
Deferred income taxes and investment tax credits 4,899 (12,317)
Allowance for equity funds used during construction (761) (361)
Changes in working capital:
Receivables 27,688 21,549
Accounts payable (20,232) (38,381)
Taxes accrued 21,369 29,713
Interest accrued (32,185) (8,091)
Deferred fuel costs (7,464) 16,221
Other working capital accounts (10,991) 600
Decommissioning trust contributions and realized
change in trust assets (2,811) (2,860)
Provision for estimated losses and reserves (945) 1,120
Other (6,109) 353
-------- --------
Net cash flow provided by operating activities 37,920 64,664
-------- --------
Investing Activities:
Construction expenditures (20,124) (19,325)
Allowance for equity funds used during construction 761 361
Nuclear fuel purchases (11,308) -
Proceeds from sale/leaseback of nuclear fuel 11,308 -
-------- --------
Net cash flow used in investing activities (19,363) (18,964)
-------- --------
Financing Activities:
Proceeds from the issuance of first mortgage bonds 74,691 112,556
Retirement of:
First mortgage bonds - (35,000)
Other long-term debt (6,547) -
Redemption of preferred stock (50,000) -
Changes in short-term borrowings - net 1,940 -
Dividends paid:
Common stock - (5,200)
Preferred stock (3,253) (3,253)
-------- --------
Net cash flow used in financing activities 16,831 69,103
-------- --------
Net increase in cash and cash equivalents 35,388 114,803
Cash and cash equivalents at beginning of period 96,710 49,749
-------- --------
Cash and cash equivalents at end of period $132,098 $164,552
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $60,646 $38,646
Income taxes $4,301 $8,400
Noncash investing and financing activities:
Change in unrealized appreciation of
decommissioning trust assets $1,182 $2,358
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $9,498 $10,187
Temporary cash investments - at cost,
which approximates market - 86,523
Special deposits 122,600 -
---------- ----------
Total cash and cash equivalents 132,098 96,710
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.2 million in 1999 and 1998) 54,694 64,098
Associated companies 17,943 20,095
Other 12,696 19,305
Accrued unbilled revenues 41,017 50,540
Accumulated deferred income taxes 7,525 14,176
Materials and supplies - at average cost 80,821 82,220
Deferred nuclear refueling outage costs 16,095 6,498
Prepayments and other 14,386 11,566
---------- ----------
Total 377,275 365,208
---------- ----------
Other Property and Investments:
Nonutility property 21,627 21,627
Decommissioning trust fund 86,673 82,680
Investment in subsidiary companies - at equity 14,230 14,230
---------- ----------
Total 122,530 118,537
---------- ----------
Utility Plant:
Electric 5,107,293 5,095,278
Property under capital leases 234,339 234,339
Construction work in progress 103,144 85,565
Nuclear fuel under capital lease 73,610 75,814
---------- ----------
Total 5,518,386 5,490,996
Less - accumulated depreciation and amortization 2,201,005 2,158,968
---------- ----------
Utility plant - net 3,317,381 3,332,028
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 263,635 270,068
Unamortized loss on reacquired debt 29,590 30,629
Other regulatory assets 44,991 49,599
Other 17,010 15,816
---------- ----------
Total 355,226 366,112
---------- ----------
TOTAL $4,172,412 $4,181,885
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $239,585 $6,772
Notes payable - associated companies 1,940 -
Accounts payable:
Associated companies 50,628 43,051
Other 62,656 90,465
Customer deposits 56,040 55,966
Taxes accrued 39,572 18,203
Interest accrued 21,117 53,302
Dividends declared 2,670 3,253
Deferred fuel costs 334 7,798
Obligations under capital leases 32,539 32,539
Other 4,344 4,391
---------- ----------
Total 511,425 315,740
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 834,869 841,775
Accumulated deferred investment tax credits 127,305 128,689
Obligations under capital leases 41,071 43,275
Other 104,094 103,273
---------- ----------
Total 1,107,339 1,117,012
---------- ----------
Long-term debt 1,168,013 1,332,315
Preferred stock with sinking fund 35,000 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 93,556 74,739
---------- ----------
Total 1,280,635 1,261,818
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,172,412 $4,181,885
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 112.2 $ 114.1 ($ 1.9) (2)
Commercial 79.2 78.7 0.5 1
Industrial 138.3 149.5 (11.2) (7)
Governmental 7.7 8.3 (0.6) (7)
------------------------------
Total retail 337.4 350.6 (13.2) (4)
Sales for resale
Associated companies 2.5 0.9 1.6 178
Non-associated companies 11.2 11.0 0.2 2
Other (1) 1.0 (6.5) 7.5 115
------------------------------
Total $ 352.1 $ 356.0 ($3.9) (1)
==============================
Billed Electric Energy
Sales (GWH):
Residential 1,689 1,656 33 2
Commercial 1,131 1,089 42 4
Industrial 3,626 3,641 (15) -
Governmental 116 124 (8) (6)
------------------------------
Total retail 6,562 6,510 52 1
Sales for resale
Associated companies 97 28 69 246
Non-associated companies 244 153 91 59
------------------------------
Total 6,903 6,691 212 3
==============================
(1) Includes the effect of the provision for rate refunds.
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income decreased for the first quarter of 1999 primarily due to
a decrease in electric operating revenues partially offset by a decrease
in operating expenses.
Revenues and Sales
The changes in electric operating revenues for the first quarter of
1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues ($0.7)
Grand Gulf rate rider (25.6)
Fuel cost recovery (1.9)
Sales volume/weather 1.9
Other revenue (including unbilled) (1.4)
Sales for resale 5.1
------
Total ($22.6)
======
Grand Gulf rate rider revenues
Rate rider revenues do not affect net income because specific
incurred expenses offset them.
Grand Gulf rate rider revenue decreased as a result of a new rider
which became effective October 1, 1998. This new rider eliminated
revenues attributable to the Grand Gulf phase-in plan, which was
completed in September 1998. However, this decrease was partially offset
by the Grand Gulf Accelerated Recovery Tariff, which became effective
October 1, 1998. This tariff provides accelerated recovery of Entergy
Mississippi's Grand Gulf purchased power obligation.
Sales for resale
Sales for resale increased as a result of an increase in sales to
associated companies due to changes in generation requirements and
availability among the domestic utility companies.
Expenses
Fuel expenses
Fuel expenses increased in the first quarter of 1999 primarily due
to:
o the increase in total generation requirements; and
o the increased usage as a result of the shift from higher priced
purchased power to lower priced fossil fuel.
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Other operation and maintenance
Other operation and maintenance expenses increased in the first
quarter of 1999 due to a scheduled outage at Independence in 1999 as
compared to no outage in 1998.
Other regulatory credits
Other regulatory credits decreased in the first quarter of 1999
primarily due to less under-recovery of Grand Gulf related expenses in
1999 as compared to 1998.
Amortization of rate deferrals
Amortization of rate deferrals decreased in the first quarter of
1999 due to the completion of the Grand Gulf 1 rate phase-in plan in
September 1998.
Other
Income taxes
The effective income tax rates for the first quarter of 1999 and
1998 were 29.4% and 21.6%, respectively. The increase in the effective
income tax rate is due to decreased amortization of rate deferrals as a
result of the completion of the Grand Gulf 1 phase-in plan in September
1998.
<PAGE>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
Operating Revenues $182,443 $205,017
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses 59,434 51,312
Purchased power 68,466 66,594
Other operation and maintenance 31,119 27,823
Depreciation and amortization 11,516 11,315
Taxes other than income taxes 10,701 11,155
Other regulatory credits (11,013) (14,578)
Amortization of rate deferrals - 34,990
-------- --------
Total 170,223 188,611
-------- --------
Operating Income 12,220 16,406
-------- --------
Other Income:
Allowance for equity funds used
during construction 143 20
Miscellaneous - net 1,619 1,027
-------- --------
Total 1,762 1,047
-------- --------
Interest Charges:
Interest on long-term debt 9,222 9,576
Other interest - net 844 1,295
Allowance for borrowed funds used
during construction (355) (40)
-------- --------
Total 9,711 10,831
-------- --------
Income Before Income Taxes 4,271 6,622
Income Taxes 1,256 1,428
-------- --------
Net Income 3,015 5,194
Preferred Stock Dividend Requirements
and Other 842 843
-------- --------
Earnings Applicable to Common Stock $2,173 $4,351
======== ========
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $3,015 $5,194
Noncash items included in net income:
Amortization of rate deferrals - 34,990
Other regulatory credits (11,013) (14,578)
Depreciation and amortization 11,516 11,315
Deferred income taxes and investment tax credits 7,686 (6,485)
Allowance for equity funds used during construction (143) (20)
Changes in working capital:
Receivables 21,259 5,930
Accounts payable (13,144) 1,213
Taxes accrued (2,002) (9,085)
Interest accrued (934) (339)
Other working capital accounts 8,924 64
Other (8,668) (3,668)
-------- --------
Net cash flow provided by operating activities 16,496 24,531
-------- --------
Investing Activities:
Construction expenditures (15,366) (7,908)
Allowance for equity funds used during construction 143 20
-------- --------
Net cash flow used in investing activities (15,223) (7,888)
-------- --------
Financing Activities:
Changes in short-term borrowings - net (445) (13,202)
Dividends paid:
Common stock - (4,300)
Preferred stock (842) (842)
-------- --------
Net cash flow used in financing activities (1,287) (18,344)
-------- --------
Net decrease in cash and cash equivalents (14) (1,701)
Cash and cash equivalents at beginning of period 2,640 6,816
-------- --------
Cash and cash equivalents at end of period $2,626 $5,115
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $10,586 $10,911
Income taxes ($23,711) ($1,879)
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
Current Assets:
Cash and cash equivalents:
Cash $2,286 $2,640
Temporary cash investments - at cost,
which approximates market 340 -
---------- ----------
Total cash and cash equivalents 2,626 2,640
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.2 million in 1999 and 1998) 27,190 38,484
Associated companies 5,843 5,703
Other 748 1,266
Accrued unbilled revenues 36,317 45,904
Fuel inventory - at average cost 3,311 3,002
Materials and supplies - at average cost 16,949 17,149
Prepayments and other 14,830 14,364
---------- ----------
Total 107,814 128,512
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 5,531 5,531
Other - at cost (less accumulated depreciation) 7,061 7,069
---------- ----------
Total 12,592 12,600
---------- ----------
Utility Plant:
Electric 1,728,885 1,718,903
Construction work in progress 39,946 35,317
---------- ----------
Total 1,768,831 1,754,220
Less - accumulated depreciation and amortization 695,559 685,214
---------- ----------
Utility plant - net 1,073,272 1,069,006
---------- ----------
Deferred Debits and Other Assets:
SFAS 109 regulatory asset - net 25,559 25,515
Unamortized loss on reacquired debt 7,757 7,981
Other regulatory assets 119,137 100,601
Other 6,762 6,049
---------- ----------
Total 159,215 140,146
---------- ----------
TOTAL $1,352,893 $1,350,264
========== ==========
See Notes to Financial Statements.
<PAGE>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
Current Liabilities:
Currently maturing long-term debt $20 $20
Notes payable - associated companies - 445
Accounts payable:
Associated companies 40,576 43,639
Other 8,363 18,444
Customer deposits 19,686 18,265
Taxes accrued 4,011 6,013
Accumulated deferred income taxes 338 620
Interest accrued 13,698 14,632
Deferred fuel 8,627 -
Other 3,548 4,097
---------- ----------
Total 98,867 106,175
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 288,058 279,732
Accumulated deferred investment tax credits 22,032 22,408
Other 5,981 6,236
---------- ----------
Total 316,071 308,376
---------- ----------
Long-term debt 463,685 463,616
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 224,622 222,449
---------- ----------
Total 474,270 472,097
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $1,352,893 $1,350,264
========== ==========
See Notes to Financial Statements.
<PAGE>
ENTERGY MISSISSIPPI, INC.
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 62.3 $ 74.9 ($ 12.6) (17)
Commercial 55.2 62.8 (7.6) (12)
Industrial 36.1 41.4 (5.3) (13)
Governmental 5.7 6.5 (0.8) (12)
------------------------------
Total retail 159.3 185.6 (26.3) (14)
Sales for resale
Associated companies 21.9 17.2 4.7 27
Non-associated companies 4.6 4.2 0.4 10
Other (3.4) (2.0) (1.4) (70)
------------------------------
Total $ 182.4 $ 205.0 ($ 22.6) (11)
==============================
Billed Electric Energy
Sales (GWH):
Residential 1,004 1,004 - -
Commercial 889 836 53 6
Industrial 755 739 16 2
Governmental 82 76 6 8
------------------------------
Total retail 2,730 2,655 75 3
Sales for resale
Associated companies 977 540 437 81
Non-associated companies 112 65 47 72
------------------------------
Total 3,819 3,260 559 17
==============================
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Loss
Net loss increased slightly for the first quarter of 1999 primarily
due to a decrease in gas operating revenues and an increase in other
operation and maintenance expenses, partially offset by a decrease in
operating expenses, other than other operation and maintenance.
Revenues and Sales
Electric operating revenues
The changes in electric operating revenues for the first quarter of
1999 are as follows:
First Quarter
Description Increase/(Decrease)
(In Millions)
Base revenues $0.2
Fuel cost recovery (3.1)
Sales volume/weather 2.3
Other revenue (including unbilled) (1.4)
Sales for resale 1.6
-----
Total ($0.4)
=====
Fuel cost recovery revenues
Fuel cost recovery revenues do not affect net income because they
are an increase to revenues that are offset by specific incurred fuel
costs.
Fuel cost recovery revenues decreased due to lower fuel prices.
Sales volume/weather
Sales volume increased due to increased sales to commercial and
governmental customers.
Sales for resale
The increase in sales for resale resulted from an increase in
electric sales to associated companies primarily due to changes in the
generation requirements and availability among the domestic utility
companies.
Gas operating revenues
Gas operating revenues decreased primarily due to lower gas sales
volume as a result of warmer winter weather. Other factors contributing
to reduced gas revenues were a $1.9 million annual base rate decrease,
which became effective in January 1999, and a lower unit purchased price
for gas purchased for resale.
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Expenses
Fuel and purchased power expenses
Fuel and purchased power expenses decreased primarily due to:
o a reduction in the over-recovery of fuel and purchased power
expense;
o a decrease in gas purchased for resale due to decreased volume of
gas purchased and unit price; and
o a shift from over-recovery of gas purchased expenses in 1998 to
under-recovery for the first quarter of 1999.
These factors were partially offset by higher purchased power
expense, due principally to an increase in the amount of power purchased
from associated companies.
Other operation and maintenance expenses
Other operation and maintenance expenses increased for the first
quarter of 1999 primarily due to increases in administrative and general
salary expense and in environmental reserve provisions.
Other regulatory credits
The increase in other regulatory credits is primarily a result of
the deferral of expenses related to Year 2000 compliance in 1999 and the
amortization of least cost planning expenses in 1998.
Other
Income taxes
The effective income tax rates for the first quarter of 1999 and
1998 were 27.5% and (7.4%), respectively. The income tax benefit
generated from the net loss in the first quarter of 1998 was offset by
the increased reversal of previously recorded AFUDC amounts included in
depreciation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF LOSS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Revenues:
Electric $80,042 $80,482
Natural gas 26,014 33,181
-------- --------
Total 106,056 113,663
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 30,935 38,891
Purchased power 36,452 34,761
Other operation and maintenance 22,980 17,143
Depreciation and amortization 5,628 5,781
Taxes other than income taxes 7,618 9,488
Other regulatory credits (4,449) (2,393)
Amortization of rate deferrals 6,143 8,101
-------- --------
Total 105,307 111,772
-------- --------
Operating Income 749 1,891
-------- --------
Other Income:
Allowance for equity funds used
during construction 206 99
Miscellaneous - net 413 765
-------- --------
Total 619 864
-------- --------
Interest Charges:
Interest on long-term debt 3,319 3,430
Other interest - net 322 241
Allowance for borrowed funds used
during construction (155) (76)
-------- --------
Total 3,486 3,595
-------- --------
Loss Before Income Taxes (2,118) (840)
Income Taxes (583) 62
-------- --------
Net Loss (1,535) (902)
Preferred Dividend Requirements and Other 241 241
-------- --------
Earnings Applicable to Common Stock $ (1,776) $ (1,143)
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net loss ($1,535) ($902)
Noncash items included in net income:
Amortization of rate deferrals 6,143 8,101
Other regulatory credits (4,449) (2,393)
Depreciation and amortization 5,628 5,781
Deferred income taxes and investment tax credits 150 (3,696)
Allowance for equity funds used during construction (206) (99)
Changes in working capital:
Receivables 5,882 4,216
Accounts payable (644) (4,327)
Taxes accrued 568 1,879
Interest accrued (3,361) (2,675)
Other working capital accounts (3,799) (3,196)
Other regulatory assets (3,867) (2,111)
Other 3,733 1,111
-------- --------
Net cash flow provided by operating activities 4,243 1,689
-------- --------
Investing Activities:
Construction expenditures (8,997) (3,426)
Allowance for equity funds used during construction 206 99
-------- --------
Net cash flow used in investing activities (8,791) (3,327)
-------- --------
Financing Activities:
Preferred stock dividends paid (482) (241)
-------- --------
Net cash flow used in financing activities (482) (241)
-------- --------
Net decrease in cash and cash equivalents (5,030) (1,879)
Cash and cash equivalents at beginning of period 19,667 11,376
-------- --------
Cash and cash equivalents at end of period $14,637 $9,497
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $6,912 $6,720
Income taxes - net ($5,944) $2,323
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $2,804 $3,769
Temporary cash investments - at cost,
which approximates market:
Associated companies 3,021 2,514
Other 8,812 13,384
-------- --------
Total cash and cash equivalents 14,637 19,667
Accounts receivable:
Customer (less allowance for doubtful accounts
of $0.8 million in 1999 and 1998) 19,445 23,594
Associated companies 965 806
Other 5,330 3,835
Accrued unbilled revenues 12,867 16,254
Deferred electric fuel and resale gas costs 2,757 1,191
Materials and supplies - at average cost 8,703 8,845
Rate deferrals 28,281 28,430
Prepayments and other 12,545 10,158
-------- --------
Total 105,530 112,780
-------- --------
Other Property and Investments:
Investment in subsidiary companies - at equity 3,259 3,259
-------- --------
Utility Plant:
Electric 516,775 514,685
Natural gas 132,565 132,568
Construction work in progress 26,528 20,184
-------- --------
Total 675,868 667,437
Less - accumulated depreciation and amortization 376,037 371,558
-------- --------
Utility plant - net 299,831 295,879
-------- --------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 29,768 35,762
Unamortized loss on reacquired debt 1,346 1,399
Other regulatory assets 25,425 21,558
Other 1,349 1,267
-------- --------
Total 57,888 59,986
-------- --------
TOTAL $466,508 $471,904
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands)
Current Liabilities:
Accounts payable:
Associated companies $15,882 $18,283
Other 12,765 11,008
Customer deposits 17,744 18,082
Taxes accrued 568 -
Accumulated deferred income taxes 6,589 6,031
Interest accrued 1,558 4,919
Other 2,133 1,783
-------- --------
Total 57,239 60,106
-------- --------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 56,186 57,467
Accumulated deferred investment tax credits 6,764 6,894
Accumulated provision for property insurance 10,010 11,106
Other 12,203 10,465
-------- --------
Total 85,163 85,932
-------- --------
Long-term debt 169,034 169,018
Shareholders' Equity:
Preferred stock without sinking fund 19,780 19,780
Common Shareholder's Equity:
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 65,254 67,030
-------- --------
Total 155,072 156,848
-------- --------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $466,508 $471,904
======== ========
See Notes to Financial Statements.
<PAGE>
ENTERGY NEW ORLEANS, INC.
SELECTED OPERATING RESULTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended Increase/
Description 1999 1998 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 24.5 $ 24.9 ($ 0.4) (2)
Commercial 30.8 31.3 (0.5) (2)
Industrial 5.3 5.9 (0.6) (10)
Governmental 12.9 12.7 0.2 2
-----------------------------
Total retail 73.5 74.8 (1.3) (2)
Sales for resale
Associated companies 5.1 3.4 1.7 50
Non-associated companies 2.0 2.1 (0.1) (5)
Other (1) (0.5) 0.2 (0.7) (350)
-----------------------------
Total $ 80.1 $ 80.5 ($ 0.4) -
=============================
Billed Electric Energy
Sales (GWH):
Residential 364 355 9 3
Commercial 490 459 31 7
Industrial 115 118 (3) (3)
Governmental 235 219 16 7
-----------------------------
Total retail 1,204 1,151 53 5
Sales for resale
Associated companies 233 123 110 89
Non-associated companies 47 38 9 24
-----------------------------
Total 1,484 1,312 172 13
=============================
(1) Includes the effect of the provision for rate refunds.
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income decreased for the first quarter of 1999 as compared
to the same period in 1998 due to additional reserves recorded in the
first quarter of 1999 for the potential refund of System Energy's
proposed rate increase.
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.
Operating revenues decreased for the first quarter of 1999 as
compared to the same period in 1998 due to additional reserves
recorded in the first quarter of 1999 for the potential refund of
tariffs collected subject to refund in System Energy's rate case
before FERC. System Energy's proposed rate increase is discussed in
Note 2 to the financial statements in both this report and the Form
10-K.
Expenses
Fuel expenses
Fuel expenses decreased as a result of unplanned outages at the
Grand Gulf 1 nuclear plant in January and February 1999.
Other regulatory charges
The increase in other regulatory charges reflects the
implementation of the Grand Gulf Accelerated Recovery Tariff at
Entergy Arkansas and Entergy Mississippi. The tariff was designed to
allow Entergy Arkansas and Entergy Mississippi to pay down a portion
of their Grand Gulf purchased power obligation in advance of the
implementation of retail access. It became effective on January 1,
1999 for Entergy Arkansas and on October 1, 1998 for Entergy
Mississippi. The Grand Gulf Accelerated Recovery Tariff is discussed
in Note 2 to the financial statements in the Form 10-K.
Other
Interest Charges
Interest on long-term debt decreased for the first quarter of
1999 as a result of the redemption of a series of first mortgage
bonds in April 1998 and a refinancing of pollution control revenue
bonds in November 1998. Other interest increased for the first
quarter of 1999 due to an adjustment to interest on the potential
refund of System Energy's proposed rate increase.
Income Taxes
The effective income tax rates in the first quarter of 1999 and
1998 were 89.3% and 45.2%, respectively. The increase in the
effective tax rate in 1999 is principally due to the reduced level of
1999 pre-tax income.
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Revenues $140,617 $148,606
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 8,636 10,847
Nuclear refueling outage expenses 3,505 4,599
Other operation and maintenance 18,446 21,281
Depreciation, amortization, and decommissioning 33,596 33,158
Taxes other than income taxes 6,752 6,762
Other regulatory charges 15,845 -
-------- --------
Total 86,780 76,647
-------- --------
Operating Income 53,837 71,959
-------- --------
Other Income:
Allowance for equity funds used
during construction 666 553
Miscellaneous - net 4,059 3,105
-------- --------
Total 4,725 3,658
-------- --------
Interest Charges:
Interest on long-term debt 25,829 29,576
Other interest - net 26,751 1,653
Allowance for borrowed funds used
during construction (551) (476)
-------- --------
Total 52,029 30,753
-------- --------
Income Before Income Taxes 6,533 44,864
Income Taxes 5,833 20,277
-------- --------
Net Income $ 700 $24,587
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
1999 1998
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $ 700 $24,587
Noncash items included in net income:
Other regulatory charges 15,845 -
Depreciation, amortization, and decommissioning 33,596 33,158
Deferred income taxes and investment tax credits (35,973) (11,325)
Allowance for equity funds used during construction (666) (553)
Changes in working capital:
Receivables (1,842) (717)
Accounts payable (6,034) (1,137)
Taxes accrued 16,523 13,431
Interest accrued (14,211) (11,348)
Other working capital accounts (1,420) 1,223
Decommissioning trust contributions and realized
change in trust assets (5,602) (5,748)
FERC Settlement - refund obligation (1,388) (1,226)
Provision for estimated losses and reserves 60,298 19,291
Other 16,957 10,991
-------- --------
Net cash flow provided by operating activities 76,783 70,627
-------- --------
Investing Activities:
Construction expenditures (5,593) (10,166)
Allowance for equity funds used during construction 666 553
Nuclear fuel purchases - (608)
Proceeds from sale/leaseback of nuclear fuel - 608
-------- --------
Net cash flow used in investing activities (4,927) (9,613)
-------- --------
Financing Activities:
Retirement of other long term debt (15,820) (7,861)
Common stock dividends paid - (23,100)
-------- --------
Net cash flow used in financing activities (15,820) (30,961)
-------- --------
Net increase in cash and cash equivalents 56,036 30,053
Cash and cash equivalents at beginning of period 281,299 206,410
-------- --------
Cash and cash equivalents at end of period $337,335 $236,463
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $39,413 $40,542
Income taxes $10,544 $3,600
Noncash investing and financing activities:
Change in unrealized appreciation (depreciation) of
decommissioning trust assets ($622) $1,274
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
ASSETS (In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $105 $120
Temporary cash investments - at cost,
which approximates market:
Associated companies 86,102 44,458
Other 251,128 236,721
---------- ----------
Total cash and cash equivalents 337,335 281,299
Accounts receivable:
Associated companies 82,634 80,713
Other 4,352 4,431
Materials and supplies - at average cost 62,628 62,203
Deferred nuclear refueling outage costs 9,637 12,853
Prepayments and other 6,886 2,592
---------- ----------
Total 503,472 444,091
---------- ----------
Other Property and Investments:
Decommissioning trust fund 118,262 113,282
---------- ----------
Utility Plant:
Electric 3,030,503 3,030,764
Electric plant under leases 440,970 440,970
Construction work in progress 62,930 57,076
Nuclear fuel under capital lease 58,328 64,621
---------- ----------
Total 3,592,731 3,593,431
Less - accumulated depreciation and amortization 1,227,278 1,198,266
---------- ----------
Utility plant - net 2,365,453 2,395,165
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 216,345 221,996
Unamortized loss on reacquired debt 55,419 57,150
Other regulatory assets 188,613 188,256
Other 12,185 11,265
---------- ----------
Total 472,562 478,667
---------- ----------
TOTAL $3,459,749 $3,431,205
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
1999 1998
LIABILITIES AND SHAREHOLDER'S EQUITY (In Thousands)
Current Liabilities:
Currently maturing long-term debt $162,947 $175,820
Accounts payable:
Associated companies 25,846 25,975
Other 13,515 19,420
Taxes accrued 93,329 76,806
Interest accrued 27,811 42,022
Obligations under capital leases 41,835 41,835
Other 1,625 1,542
---------- ----------
Total 366,908 383,420
---------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 477,571 511,749
Accumulated deferred investment tax credits 95,826 96,695
Obligations under capital leases 16,493 22,786
FERC Settlement - refund obligation 41,771 43,159
Decommissioning 112,967 107,365
Other 306,470 222,092
---------- ----------
Total 1,051,098 1,003,846
---------- ----------
Long-term debt 1,156,934 1,159,830
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 95,459 94,759
---------- ----------
Total 884,809 884,109
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $3,459,749 $3,431,205
========== ==========
See Notes to Financial Statements.
<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 actions filed by Entergy
Gulf States in the U.S. Bankruptcy Court in which the Cajun bankruptcy
case is pending. All proceedings in the bankruptcy case, including
appeals of the bankruptcy judge's rulings, have been stayed pending
settlement discussions among the parties to the bankruptcy case regarding
a plan of reorganization.
Capital Requirements and Financing (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 Entergy's estimated
construction expenditures (excluding nuclear fuel) for the years 1999,
2000, and 2001 and long-term debt and preferred stock maturities and cash
sinking fund requirements for the period 1999-2001.
Sales Warranties and Indemnities (Entergy Corporation)
See Note 9 in the Form 10-K for information on certain warranties
made by Entergy or its subsidiaries in the Entergy London and CitiPower
sales transactions.
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.
ANO Matters (Entergy Corporation and Entergy Arkansas)
See Note 9 to the financial statements 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, and the
replacement of the steam generators scheduled in 2000. Further repairs
were conducted at subsequent refueling and mid-cycle outages, including
the most recent outage in February 1999.
Environmental Issues
(Entergy Gulf States)
Entergy Gulf States has been designated as a potentially responsible
party (PRP) for the cleanup 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
March 31, 1999, a remaining recorded liability of approximately $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 Entergy Gulf States environmental clean-up activity and
related litigation.
(Entergy Louisiana and Entergy New Orleans)
During 1993, the Louisiana Department of Environmental Quality
(LDEQ) issued new rules for solid waste regulation, including regulation
of wastewater impoundments. Entergy Louisiana and Entergy New Orleans
have determined that certain of their 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 March 31, 1999. At March
31, 1999, a remaining recorded liability in the amount of $5.4 million
and $0.5 million existed for wastewater upgrades and closures for Entergy
Louisiana and Entergy New Orleans, respectively. 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. Entergy Louisiana may be obligated to pay amounts sufficient to
permit the Owner Participants to withdraw from these lease transactions.
Additionally, Entergy Louisiana may be required to assume the outstanding
bonds issued by the Owner Trustee under these leases to finance, in part,
its acquisition of the undivided interests in Waterford 3. See Note 10
to the Form 10-K for further information.
Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, and Entergy New Orleans)
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, and Entergy New Orleans are defendants in numerous lawsuits
filed by former employees asserting that they were wrongfully terminated
and/or discriminated against due to age, race, and/or sex. Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
and Entergy New Orleans are vigorously defending these suits and deny any
liability to the plaintiffs. However, no assurance can be given as to
the outcome of these cases.
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 March 31, 1999. See
Note 9 to the Form 10-K for further information.
Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)
In addition to those discussed above, Entergy and the domestic
utility companies are involved in a number of legal proceedings and
claims in the ordinary course of their business. While management is
unable to predict the outcome of such litigation, it is not expected that
the ultimate resolution of these matters will have a material adverse
effect on results of operations, cash flows, or financial condition of
these entities.
NOTE 2. RATE AND REGULATORY MATTERS
Retail Rate Proceedings
Filings with the APSC (Entergy Corporation and Entergy Arkansas)
Entergy Arkansas' rate schedules include an Energy Cost Recovery
Rider to recover the costs of fuel and purchased energy costs. The
rider utilizes projected energy costs for the twelve-month period
commencing on April 1 of each year to develop an energy cost rate,
which is redetermined annually and includes a true-up adjustment
reflecting the over-recovery or under-recovery of the energy cost for
the prior calendar year.
In March 1999, Entergy Arkansas filed its annually redetermined
energy cost rate with the APSC in accordance with the Energy Cost
Recovery Rider formula and special circumstance agreement. The
filing reflected that an increase was warranted to offset an under-
recovery of the energy costs for 1998. The increased energy cost
rate is effective April 1999 through March 2000.
Filings with the PUCT (Entergy Corporation and Entergy Gulf States)
Previous developments and information related to Entergy Gulf
States' retail rate proceedings are presented in Note 2 to the Form
10-K.
In February 1999, Entergy Gulf States entered into a settlement
agreement that is opposed by only one of the parties to Entergy Gulf
States' pending Texas rate proceeding. If approved, the settlement
agreement would resolve the pending appeal of Entergy Gulf States'
1996 rate proceedings as well as its 1998 rate proceedings and all
pending appeals in other matters, except for the appeal in the River
Bend cost recovery proceeding. The settlement agreement provides for
the following:
o an annual $4.2 million base rate reduction, effective March 1,
1999, which is in addition to the annual $69 million base rate
reduction (net of River Bend accounting order deferrals) in the
PUCT's second order on rehearing in October 1998;
o a reduced fixed fuel factor, effective March 1, 1999;
o a methodology for semi-annual revisions of the fixed fuel factor
based on the market price of natural gas;
o a base rate freeze through June 1, 2000;
o remaining River Bend accounting order deferrals as of January 1,
1999, are to be amortized over three years on a straight-line basis,
provided that such accounting order deferrals shall not be recognized
in any subsequent base rate case or stranded cost calculation;
o the dismissal of all pending appeals relating to Entergy Gulf
States' proceedings with the PUCT, except the River Bend appeal
discussed below; and
o the potential recovery in the River Bend appeal is limited to
$115 million net plant in service as of January 1, 2002, less
depreciation over the remaining life of the plant beginning January
1, 2002 through the date the plant costs are included in rate base,
provided that any such recovery shall not be used to increase rates
above the level agreed to in the settlement agreement.
In February 1999, the PUCT approved the implementation of new
rates consistent with the terms of the settlement agreement on an
interim basis, pending final approval of the settlement agreement.
The new rates were made effective on March 1, 1999. The PUCT held a
hearing on the settlement agreement in April 1999, and a final
decision is expected some time thereafter. Management cannot predict
the likelihood that the PUCT will approve the settlement agreement.
In December 1998, the PUCT issued an order approving the
implementation of a revised fixed fuel factor and fuel and purchased
power surcharge that would result in increased revenues of $42.4
million annually and recovery of $112.1 million of under-recovered
fuel costs, inclusive of interest, over a 24-month period. These
increases were implemented in the first billing cycle in February
1999. In March 1999, North Star Steel Texas, Inc. and certain Cities
served by Entergy Gulf States appealed the PUCT's order to the State
District Court in Travis County, Texas. Entergy Gulf States cannot
predict the outcome of such appeals, although the Cities have agreed
to dismiss their appeal upon approval of the settlement agreement in
Entergy Gulf States' pending base rate proceeding.
As discussed above, Entergy Gulf States has entered into a
settlement agreement in its pending base rate proceeding under which
the fixed fuel factor was to be reduced effective March 1, 1999 and
will be adjusted thereafter on a semi-annual basis. This fuel factor
reduction was approved by the PUCT on an interim basis in February
1999. All amounts at issue in this proceeding will be the subject of
a future fuel reconciliation proceeding before the PUCT, at which
time the PUCT will consider the reasonableness of Entergy Gulf
States' fuel and purchased power expenses extending back to July 1,
1996. Management cannot predict the ultimate outcome of the fuel
reconciliation proceeding.
Filings with the LPSC (Entergy Corporation, Entergy Gulf States and
Entergy Louisiana)
In March 1999, the LPSC deferred making a decision on whether
electric industry restructuring is in the public interest.
Anticipating that retail competition will be in the public interest
at some future date, the LPSC approved the development of a Louisiana
specific plan for possible implementation at a future date. The LPSC
staff, outside consultants, and counsel were directed to work
together to analyze and resolve outstanding issues and recommend a
plan for the implementation of retail competition for consideration
by the LPSC on or before January 1, 2001. Once the Louisiana
specific plan is presented to the LPSC and, if it is determined that
retail competition is in the public interest, the LPSC staff, outside
consultants, counsel, and industry members will work together to
refine the submitted plan in order that it can be implemented at a
future date.
In April 1999, Entergy Louisiana submitted its fourth annual
performance-based formula rate plan filing for the 1998 test year.
The filing indicated that Entergy Louisiana would implement a $20.7
million base rate reduction effective August 1999. No procedural
schedule has been established by the LPSC.
Also in April 1999, the Louisiana Supreme Court rendered a
decision in the second post-Merger earnings review of Entergy Gulf
States. Previous developments and information related to Entergy
Gulf States' post-Merger earnings reviews are presented in Note 2 to
the financial statements to the Form 10-K. In this most recent
decision, the Louisiana Supreme Court decided in favor of Entergy
Gulf States on two of the issues raised in its appeal, one of which
will reduce the refund that Entergy Gulf States will be required to
make from $9.6 million to $6.0 million. The case has been remanded
to the LPSC, and management is continuing to evaluate the
implications of this decision.
Filings with the MPSC (Entergy Corporation and Entergy Mississippi)
In March 1999, Entergy Mississippi submitted its annual
performance-based formula rate plan filing for the 1998 test year.
In April 1999, the MPSC issued an order approving a prospective rate
reduction of $13.3 million. This rate reduction went into effect May
1, 1999.
Filings with the Council (Entergy Corporation and Entergy New
Orleans)
In April 1999, Entergy New Orleans filed, in compliance with
directives of the Council, a plan that would allow for gas retail
open access in New Orleans. The plan outlines the conditions under
which Entergy New Orleans could support retail open access should the
Council find it in the public interest. It is anticipated that a
hearing process on the public interest issue will be completed by
December 1999.
Proposed Rate Increase (System Energy)
As reported in the Form 10-K, System Energy filed an application
with FERC in 1995 requesting a rate increase of $65.5 million. The
rate increase was put into effect, subject to refund, in December
1995. After holding hearings in 1996, a FERC ALJ found that portions
of System Energy's request should be rejected, including a proposed
increase in return on common equity from 11% to 13% and a requested
change in decommissioning cost methodology. The ALJ recommended a
decrease in the return on common equity from 11% to 10.86%. Other
portions of System Energy's request for a rate increase were approved
by the ALJ. All of the ALJ's findings are advisory, and may be
accepted, modified or rejected by FERC in a final order. No such
order has been forthcoming.
If the FERC were to approve the ALJ's findings, System Energy
would be required to make a refund of money collected under its
proposed tariff in the amount of $194.6 million as of March 31, 1999,
together with interest in the amount of $25.3 million. As of March
31, 1999, System Energy has provided reserves for such refund and
interest thereon in the aggregate amount of $219.9 million, which
would be required if the ALJ's findings were adopted by FERC. It is
not certain when the FERC may issue a final order in this rate
proceeding or whether FERC will accept, modify or reject the ALJ's
findings. Therefore, although management believes that the reserves
discussed above are adequate to reflect the probable outcome of this
proceeding, additional reserves or write-offs could be required in
the future.
NOTE 3. COMMON STOCK (Entergy Corporation)
During the first quarter 1999, Entergy Corporation repurchased
413,600 shares of common stock in the open market. It expects that these
shares will be awarded under its Equity Ownership Plan. Entergy
Corporation issued 460,369 shares of its previously repurchased common
stock to satisfy stock options exercised and employee stock purchases. In
addition, Entergy Corporation received proceeds of $1.9 million from the
issuance of 65,990 shares of common stock under its dividend reinvestment
and stock purchase plan.
NOTE 4. LONG-TERM DEBT
(System Energy Resources)
On April 1, 1999, System Energy Resources redeemed, at maturity, $60
million of 7.625% First Mortgage Bonds with internally generated funds.
(Entergy Mississippi)
On May 4, 1999, Entergy Mississippi issued $75 million of 6.20%
Series General and Refunding Mortgage Bonds due 2004 and $50 million of
Floating Rate Series General and Refunding Mortgage Bonds due 2004. The
proceeds, together with internally generated funds, will be used in June
1999 to redeem $125 million of 8.65% General and Refunding Mortgage Bonds
due 2023.
(Entergy Arkansas)
On April 14, 1999, Entergy Arkansas redeemed, prior to maturity, $25
million of 7.9% Series First Mortgage Bonds due 2002 and $13.3 million of
8.7% Series First Mortgage Bonds due 2022. These bonds were redeemed
with internally generated funds.
(Entergy Louisiana)
On April 29, 1999, Entergy Louisiana redeemed, prior to maturity,
$122.6 million of 7.74% Series First Mortgage Bonds due 2002. Proceeds
from the issuance on March 30, 1999 of $75 million of 5.80% Series First
Mortgage Bonds due 2002 and internally generated funds were used for this
redemption.
NOTE 5. RETAINED EARNINGS (Entergy Corporation)
On January 29, 1999, Entergy Corporation's Board of Directors
declared a common stock dividend of $.30 per share, payable on March 1,
1999, to holders of record on February 10, 1999. On April 14, 1999,
Entergy Corporation's Board of Directors declared a common stock dividend
of $.30 per share, payable on June 1, 1999, to holders of record on May
12, 1999.
NOTE 6. BUSINESS SEGMENT INFORMATION (Entergy Corporation)
See Note 14 to the financial statements in the Form 10-K for
information regarding Entergy's adoption of SFAS 131 and its operating
segments. Entergy's segment financial information for the first quarter
of 1999 and 1998 is as follows (in thousands):
<TABLE>
<CAPTION>
Domestic
Utility Power
and System Marketing Entergy
Energy and Trading* London* CitiPower* All Other* Eliminations Consolidated
1999
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues $1,286,703 $344,438 $ - $ - $12,096 ($3,315) $1,639,922
------------------------------------------------------------------------------------------
Operating Expenses:
Fuel & gas purch. for resale 344,597 58,376 - - - - 402,973
Purchased power 81,348 294,313 - - - (1,862) 373,799
Nuclear refueling outages 19,685 - - - - - 19,685
Other operation & maint. 318,026 14,009 - - 37,762 (2,165) 367,632
Deprec, amort. & decomm. 192,158 1,123 - - 3,761 - 197,042
Taxes other than income 82,296 184 - - 588 - 83,068
Other regulatory credits (16,125) - - - - - (16,125)
Amort. of rate deferrals 8,413 - - - - - 8,413
------------------------------------------------------------------------------------------
Total oper. expenses 1,030,398 368,005 - - 42,111 (4,027) 1,436,487
------------------------------------------------------------------------------------------
Operating Income 256,305 (23,567) - - (30,015) 712 203,435
Other Income (Deductions) 11,113 1,267 - - 34,445 (879) 45,946
Interest Charges 125,248 (64) - - 6,285 (167) 131,302
------------------------------------------------------------------------------------------
Income Before Income Taxes 142,170 (22,236) - - (1,855) - 118,079
Income Taxes 59,594 (8,223) - - (6,198) - 45,173
------------------------------------------------------------------------------------------
Net Income (Loss) $82,576 ($14,013) $ - $ - $4,343 $ - $72,906
==========================================================================================
1998
Operating Revenues $1,381,046 $268,416 $550,790 $71,730 $45,332 ($4,222) $2,313,092
------------------------------------------------------------------------------------------
Operating Expenses:
Fuel & gas purch. for resale 340,261 8,702 - - - - 348,963
Purchased power 137,349 251,246 366,896 26,387 - (3,204) 778,674
Nuclear refueling outages 22,674 - - - - - 22,674
Other operation & maint. 317,650 7,075 94,186 9,150 57,090 (1,463) 483,688
Deprec, amort. & decomm. 193,889 1,250 33,745 7,411 16,163 - 252,458
Taxes other than income 87,098 205 - 7,780 711 - 95,794
Other regulatory credits (34,766) - - - - - (34,766)
Amort. of rate deferrals 80,100 - - - - - 80,100
------------------------------------------------------------------------------------------
Total oper. expenses 1,144,255 268,478 494,827 50,728 73,964 (4,667) 2,027,585
------------------------------------------------------------------------------------------
Operating Income 236,791 (62) 55,963 21,002 (28,632) 445 285,507
Other Income (Deductions) 18,037 2,144 8,739 9 5,639 (646) 33,922
Interest Charges 139,037 - 47,574 14,581 9,985 (201) 210,976
------------------------------------------------------------------------------------------
Income Before Income Taxes 115,791 2,082 17,128 6,430 (32,978) - 108,453
Income Taxes 51,788 855 5,251 575 (10,070) - 48,399
------------------------------------------------------------------------------------------
Net Income (Loss) $64,003 $1,227 $11,877 $5,855 ($22,908) $ - $60,054
==========================================================================================
Businesses marked with * are referred to as the "competitive
businesses," with the exception of the parent company, Entergy
Corporation, which is also included in the "All Other" column.
Reconciling items are principally intersegment activity.
NOTE 7. SUBSEQUENT EVENT (Entergy Corporation and Entergy Gulf States)
In April 1999, during a scheduled refueling outage at River Bend, a
higher than expected amount of degradation was found on some nuclear fuel
assemblies. The outage will therefore be extended by an estimated six to
eight weeks to allow for the design and manufacture of more fuel
assemblies than was originally planned. The financial impact of the
degradation and the extension of the outage are currently being assessed.
__________________________________
In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy, 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 and System Energy is subject to seasonal
fluctuations with the peak periods occurring during the third quarter.
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
See "PART I, Item 1, Other Regulation and Litigation" in the Form 10-
K for a discussion of legal proceedings affecting Entergy. Set forth
below are updates to the information contained in 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 actions 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. This proceeding was dismissed in March 1999 in accordance with the
settlement agreement discussed in the Form 10-K.
Ratepayer Lawsuits (Entergy Corporation, Entergy Louisiana, and Entergy
New Orleans)
See "Ratepayer Lawsuits" in Item 1 of Part I of the Form 10-K for a
discussion of the lawsuits filed by ratepayers in Louisiana state courts
in Orleans and East Baton Rouge Parishes, and with the LPSC. In April
1999, a group of ratepayers filed a complaint against Entergy New
Orleans, Entergy Corporation, Entergy Services, and Entergy Power in
state court in Orleans Parish purportedly on behalf of all Entergy New
Orleans ratepayers. The plaintiffs allege that the fuel costs passed by
Entergy New Orleans to customers 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.
Entergy New Orleans plans to defend itself vigorously in the lawsuit.
Fiber Optic Cable Litigation (Entergy Corporation, Entergy Gulf
States)
See "Fiber Optic Cable Litigation" in Item 1 of Part 1 of the Form
10-K for information relating to the lawsuit filed by a group of
property owners against Entergy Corporation, Entergy Gulf States,
Entergy Services, and ETHC in state court in Jefferson County, Texas
purportedly on behalf of all property owners throughout the Entergy
service area who have conveyed easements to the defendants. The
defendants have dismissed the petition in state court, and the
plaintiffs have commenced an identical lawsuit in the United States
District Court in Beaumont, Texas. Entergy is vigorously defending
itself in the lawsuit, and believes that any damages suffered by the
plaintiff landowners are negligible and that there is no basis for the
claim seeking a share of profits.
Franchise Service Area Litigation (Entergy Gulf States)
See "Franchise Service Area Litigation" in Item 1 of Part 1 of the
Form 10-K for information relating to the request filed by Beaumont Power
and Light Company (BP&L) with the PUCT to obtain a certificate of
convenience and necessity for those portions of Jefferson County outside
the boundaries of any municipality for which Entergy Gulf States provides
retail electric service. In March 1999 in a similar proceeding involving
Corpus Christi Power & Light Company (CCP&L), the ALJ issued an interim
order finding that CCP&L has not demonstrated that it is a public
utility. The ALJ also recommended that the case be abated until October
1999 to allow CCP&L to file additional testimony regarding its
application. The PUCT's General Counsel and CCP&L have filed appeals of
the interim order, and the appeal was heard by the PUCT in late April
1999.
Litigation Environment (Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy)
The four states in which Entergy and the domestic utility companies
operate, in particular Louisiana and Texas, have proven to be unusually
litigious environments. Judges and juries in Louisiana and Texas have
demonstrated a willingness to grant large verdicts, including punitive
damages, to plaintiffs in personal injury, property damage, and business
tort cases. Entergy uses all means appropriate to contest litigation
threatened or filed against it, but the litigation environment in the
states referred to poses a significant business risk.
Environmental Matters (Entergy Louisiana and Entergy New Orleans)
Entergy New Orleans is currently involved in the stabilization and
abatement of asbestos containing material at the A. B. Paterson
Generating Plant, located in New Orleans, Louisiana. Entergy has
notified the Louisiana Department of Environmental Quality of its intent
to repair and remove insulation and machinery gaskets. On-site abatement
of gaskets and insulating material is scheduled to be completed during
the third quarter of 1999. The cost incurred through March 31, 1999 is
approximately $0.6 million, and future costs are not expected to exceed
the existing provision of approximately $1.3 million.
During 1993, the LDEQ issued new rules for solid waste regulation,
including regulation of wastewater impoundments. Entergy Louisiana and
Entergy New Orleans have determined that certain of their power plant
wastewater impoundments were affected by these regulations and have
chosen to upgrade or close them. As a result, a remaining recorded
liability in the amount of $5.4 million for Entergy Louisiana and
$500,000 for Entergy New Orleans existed at March 31, 1999 for wastewater
upgrades and closures. Completion of this work is awaiting the LDEQ's
approval.
Ice Storm Litigation (Entergy Corporation and Entergy Gulf States)
In January 1997, a group of Entergy Gulf States customers in Texas
filed a lawsuit against Entergy Corporation, Entergy Gulf States, and
other Entergy subsidiaries in state court in Jefferson County, Texas
purportedly on behalf of all Entergy Gulf States customers in Texas who
sustained outages in a January 1997 ice storm. The lawsuit alleges that
Entergy failed to properly maintain its electrical distribution system
and respond to the ice storm. The district court certified the class in
April 1999. Entergy will appeal the class certification, and is
vigorously defending itself in the lawsuit. Entergy believes that the
lawsuit is without merit. A similar lawsuit was filed in Louisiana
in 1997, in which class certification was denied.
Item 5. Other Information
Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
The domestic utility companies and System Energy 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, March 31,
1994 1995 1996 1997 1998 1999
Entergy Arkansas 2.32 2.56 2.93 2.54 2.63 2.69
Entergy Gulf States (b)- 1.86 1.47 1.42 1.40 1.40
Entergy Louisiana 2.91 3.18 3.16 2.74 3.18 3.31
Entergy Mississippi 2.12 2.92 3.40 2.98 3.04 3.01
Entergy New Orleans 1.91 3.93 3.51 2.70 2.59 2.51
System Energy 1.23 2.07 2.21 2.31 2.52 2.02
Ratios of Earnings to Combined Fixed
Charges
and Preferred Dividends
Twelve Months Ended
December 31, March 31,
1994 1995 1996 1997 1998 1999
Entergy Arkansas 1.97 2.12 2.44 2.24 2.28 2.36
Entergy Gulf States (a) (b)- 1.54 1.19 1.23 1.20 1.20
Entergy Louisiana 2.43 2.60 2.64 2.36 2.75 2.88
Entergy Mississippi 1.81 2.51 2.95 2.69 2.73 2.69
Entergy New Orleans 1.73 3.56 3.22 2.44 2.36 2.27
(a) "Preferred Dividends" in the case of Entergy Gulf States
also include dividends on preference stock.
(b) 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.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits*
** 4(a) - Fifty-third Supplemental Indenture, dated as of March 1,
1999, to Entergy Louisiana's Mortgage and Deed of Trust,
dated as of April 1, 1944 (filed as Exhibit A-2(b) to
Rule 24 Certificate dated April 9, 1999 in File No. 70-
9141).
4(b) Fifty-eighth Supplemental Indenture, dated as of March
15, 1999, to Entergy Gulf States' Modifying and Amending
Indenture of Mortgage, dated September 1, 1926.
27(a) - Financial Data Schedule for Entergy Corporation and
Subsidiaries as of March 31, 1999.
27(b) - Financial Data Schedule for Entergy Arkansas as of March
31, 1999.
27(c) - Financial Data Schedule for Entergy Gulf States as of
March 31, 1999.
27(d) - Financial Data Schedule for Entergy Louisiana as of March
31, 1999.
27(e) - Financial Data Schedule for Entergy Mississippi as of
March 31, 1999.
27(f) - Financial Data Schedule for Entergy New Orleans as of
March 31, 1999.
27(g) - Financial Data Schedule for System Energy as of March 31,
1999.
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(h) - Annual Reports on Form 10-K of Entergy Corporation,
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans, and System
Energy for the fiscal year ended December 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, and 1-9067, 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 March 31, 1999, 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 March 31, 1999.
** Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
Entergy Corporation and Entergy Gulf States
A Current Report on Form 8-K, dated December 30,
1998, was filed with the SEC on January 7, 1999,
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.
/s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)
Date: May 13, 1999
</TABLE>
Exhibit 4(b)
ENTERGY GULF STATES, INC.
(Formerly Gulf States Utilities Company)
350 Pine Street
Beaumont, Texas 77701
TO
THE CHASE MANHATTAN BANK
(Formerly known as Chemical Bank)
as Trustee
450 West 33rd Street
New York, New York 10001
__________________
Fifty-Eighth Supplemental Indenture
Dated as of March 15, 1999
__________________
Modifying and Amending Indenture of Mortgage
dated September 1, 1926
__________________
THIS INSTRUMENT GRANTS A SECURITY
INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS
<PAGE>
THIS FIFTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the
15th day of March, 1999, by and between Entergy Gulf States, Inc.
formerly Gulf States Utilities Company, a corporation duly
organized and existing under the laws of the State of Texas
(hereinafter sometimes called the Company), party of the first
part, and The Chase Manhattan Bank, formerly known as Chemical
Bank, a corporation duly organized and existing under the laws of
the State of New York and having an office in the Borough of
Manhattan, City and State of New York, as successor Trustee under
the Indenture of Mortgage and indentures supplemental thereto
hereinafter mentioned (hereinafter sometimes called the Trustee),
party of the second part;
W I T N E S S E T H: That
WHEREAS, the Company has heretofore executed and delivered
its Indenture of Mortgage, dated September 1, 1926 (hereinafter
sometimes called the Original Indenture), to The Chase National
Bank of the City of New York, as trustee, in and by which, the
Company conveyed and mortgaged to The Chase National Bank of the
City of New York, as trustee, certain property, therein
described, to secure the payment of its bonds issued and to be
issued under said Original Indenture in one or more series, as
therein provided; and
WHEREAS, the Company has heretofore executed and delivered
to The Chase National Bank of the City of New York, as trustee,
the First through the Fourth Supplemental Indentures, all
supplemental to said Original Indenture; and
WHEREAS, on March 21, 1939, The Chase National Bank of the
City of New York, resigned as trustee under said Original
Indenture and all indentures supplemental thereto as aforesaid,
pursuant to Section 4 of Article XIV of said Original Indenture,
and by an Indenture dated March 21, 1939 said resignation was
accepted and Central Hanover Bank and Trust Company was duly
appointed the successor trustee under said Original Indenture and
all indentures supplemental thereto, said resignation and
appointment both being effective as of said date, and Central
Hanover Bank and Trust Company did by said Indenture dated March
21, 1939, accept the trust under said Original Indenture and all
indentures supplemental thereto; and
WHEREAS, the Company has heretofore executed and delivered
to Central Hanover Bank and Trust Company, as successor trustee,
the Fifth through the Tenth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, the name of Central Hanover Bank and Trust Company,
successor trustee, as aforesaid, was changed effective June 30,
1951 to "The Hanover Bank"; and
WHEREAS, the Company has heretofore executed and delivered
to The Hanover Bank, as successor trustee, the Eleventh through
the Twentieth Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, on September 8, 1961, pursuant to the laws of the
State of New York, the Hanover Bank, successor trustee, as
aforesaid, was duly merged into Manufacturers Trust Company, a
New York corporation, under the name "Manufacturers Hanover Trust
Company," and said Manufacturers Hanover Trust Company thereupon
became the duly constituted successor trustee under the Original
Indenture, as supplemented and modified as aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Manufacturers Hanover Trust Company, as successor trustee, the
Twenty-first through the Fifty-fourth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, on June 19, 1992, pursuant to the laws of the State
of New York, Manufacturers Hanover Trust Company, successor
trustee, as aforesaid, was duly merged into Chemical Bank, a New
York corporation, under the name "Chemical Bank," and Chemical
Bank thereupon became the duly constituted successor trustee
under the Original Indenture, as supplemented and modified as
aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Chemical Bank, as successor trustee, the Fifty-fifth through
the Fifty-seventh Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, the name of the Chemical Bank, successor trustee,
as aforesaid, was changed effective July 14, 1996 to The Chase
Manhattan Bank; and
WHEREAS, under the Original Indenture, as supplemented and
modified as aforesaid (the Original Indenture as so supplemented
and modified being hereinafter sometimes called "the Indenture"),
with the consent of the holders of not less than 75% in principal
amount of the Bonds at the time outstanding or their attorneys in
fact duly authorized, including the consent of the holders of not
less than 60% in principal amount of the Bonds at the time
outstanding of each series, the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may enter
into an indenture supplemental thereto for the purpose of
changing the provisions of the Indenture; and
WHEREAS, the Company has obtained the consents of the
holders of the necessary percentages of the Bonds outstanding
under the Indenture to, so modify and amend the same in the
manner effected by this Fifty-Eighth Supplemental Indenture; and
WHEREAS, all acts and proceedings required by law and by the
Restated Articles of Incorporation, as amended, and Bylaws of the
Company necessary to constitute the Indenture a valid and binding
mortgage for the security of all the Bonds of the Company issued
or to be issued under the Indenture, in accordance with its and
their terms, have been done and taken; and the execution and
delivery of this Fifty-Eighth Supplemental Indenture has been in
all respects duly authorized;
NOW, THEREFORE, THIS FIFTY-EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH:
That, among other things, in order to eliminate the
maintenance and replacement fund requirements and the term
"minimum provision for depreciation", and for and in
consideration of the premises and of the mutual covenants herein
contained, and of the sum of $1 duly paid to the Company by the
Trustee, at or before the execution and delivery hereof, and for
other valuable considerations, the receipt whereof is hereby
acknowledged, the parties hereto agree to modify and amend the
Indenture, as heretofore modified and amended, and the Indenture,
as heretofore modified and amended, is hereby further modified
and amended as follows:
A. Section 4.04 of the Indenture relating to the
maintenance and replacement fund and all of the obligations
and requirements thereof and each and all other references,
obligations and requirements in the Indenture with respect
to such fund, including but not limited to the inclusion of
the failure to discharge or satisfy obligations to such fund
as a default in Section 12.01 of the Indenture, are
eliminated and of no further force or effect, provided that
no cash, Bonds, refundable indebtedness, debt retirements or
property additions theretofore applied as credits under
Section 4.04 may be made the basis for further action or
credit under the Indenture and any cash in such fund shall
constitute trust moneys subject to the provisions of Article
Eight and any unmatured Bonds and refundable indebtedness in
such fund shall be delivered to the Company; and
B. Section 1.06E of the Indenture defining "minimum
provision for depreciation" and each and all other
references, obligations, and requirements in the Indenture
with respect thereto are eliminated and of no further force
and effect.
This Fifty-Eighth Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original
Indenture as supplemented and modified. As heretofore
supplemented and modified, and as supplemented and modified
hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, as heretofore supplemented
and modified, and this Fifty-Eighth Supplemental Indenture shall
be read, taken and construed as one and the same instrument.
The recitals in this Fifty-Eighth Supplemental Indenture are
made by the Company only and not by the Trustee and the Trustee
makes no representation as to the validity or sufficiency of this
Fifty-Eighth Supplemental Indenture; and all of the provisions
contained in the Original Indenture as supplemented and modified,
in respect to the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect hereof as
fully and with like effect as if set forth herein in full. This
Fifty-Eighth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the jurisdiction which
govern the Indenture and its construction.
Although this Fifty-Eighth Supplemental Indenture is dated
for convenience and for the purpose of reference as of March 15,
1999, the actual date or dates of execution by the Company and by
the Trustee are as indicated by their respective acknowledgments;
hereto annexed.
In order to facilitate the recording or filing of this Fifty-
Eighth Supplemental Indenture, the same may be simultaneously
executed in several counterparts and each shall be deemed to be
an original and such counterparts shall together constitute one
and the same instrument.
The words "herein", "hereof", "hereunder" and other words of
similar import refer to this Fifty-Eighth Supplemental Indenture.
All other terms used in this Supplemental Indenture shall be
taken to have the same meaning as in the Original Indenture and
indentures supplemental thereto, except in cases where the
context clearly indicates otherwise.
IN TESTIMONY WHEREOF, ENTERGY GULF STATES, INC. (formerly
Gulf States Utilities Company) has caused these presents to be
executed in its name and behalf by its Chairman of the Board of
Directors, its President or a Vice President and its corporate
seal to be hereunto affixed or a facsimile thereof printed hereon
and attested by its Secretary or an Assistant Secretary, and THE
CHASE MANHATTAN BANK, in token of its acceptance hereof has
likewise caused these presents to be executed in its name and
behalf by its President or a Vice President and its corporate
seal to be hereunto affixed and attested by a Trust Officer, each
in the presence of the respective undersigned Notaries Public,
and of the respective undersigned competent witnesses as of the
day and year first above written.
ENTERGY GULF STATES, INC.
(Corporate seal)
By: /s/ Steven C. McNeal
Attest: Vice President and Treasurer
/s/ Cnristopher T. Screen Before me: /s/ Denise C. Redmann
Assistant Secretary
Denise C. Redmann
Notary Public for the Parish of Orleans,
Signed, sealed and delivered State of Louisiana
in the presence of: Commission for life
/s/ Kristin Quinn
Kristin Quinn
/s/ Tammy Franz
Tammy Franz
THE CHASE MANHATTAN BANK
(seal)
By: /s/ William B. Dodge
Vice President
Attest:
/s/ William G. Keenan Before me: /s/ Emily Fayan
Trust Officer Emily Fayan
Notary Public, State of New York
No. 24-4737006
Signed, sealed and delivered Qualified in Kings County
in the presence of: Certificate Filed in New York County
Commission Expires December 31, 1999
/s/ Anderson Agard
Anderson Agard
/s/ Donna Fitzsimmons
Donna Fitzsimmons
<PAGE>
ENTERGY GULF STATES, INC.
United States of America,
STATE OF LOUISIANA
PARISH of ORLEANS
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby, certify that, on this 23rd of March 1999:
BEFORE ME personally appeared Steven C. McNeal, Vice
President and Treasurer and Christopher T. Screen, Assistant
Secretary of Entergy Gulf States, Inc., both of whom are known to
me to be the persons whose names are subscribed to the foregoing
instrument and both of whom are known to me to be Vice President
and Assistant Secretary, respectively, of said ENTERGY GULF
STATES, INC., and separately acknowledged to me that they
executed the same in the capacities therein stated for the
purposes and considerations therein expressed and as the act and
deed of ENTERGY GULF STATES, INC.
Before me personally Steven C. McNeal, to me known, who
being by me duly sworn, did depose and say, that he resides in
New Orleans, Louisiana; that he is Vice President of ENTERGY GULF
STATES, INC., one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to or printed on 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.
BE IT REMEMBERED, that before me, and in the presence of
Kristin Quinn and Tammy Franz, competent witnesses, residing in
said State, personally came and appeared Steven C. McNeal and
Christopher T. Screen, Vice President and Assistant Secretary,
respectively, of ENTERGY GULF STATES, INC., a corporation created
by and existing under the laws of the State of Texas, with its
Texas domicile in the City of Beaumont, Texas, and said Steven C.
McNeal and Christopher T. Screen, declared and acknowledged to
me, Notary, in the presence of the witnesses aforesaid, that they
signed, executed and sealed the foregoing indenture for and on
behalf of and in the name of ENTERGY GULF STATES, INC., and have
affixed the corporate seal of said Company to the same or caused
it to be printed thereon, by and with the authority of the Board
of Directors of said Company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of
March A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
<PAGE>
CORPORATE TRUSTEE
United States of America,
STATE OF NEW YORK
COUNTY OF NEW YORK
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby certify that, on this 24th day of March, 1999.
Before me personally appeared W. B. Dodge, a Vice President
of THE CHASE MANHATTAN BANK, and William G. Keenan, a Trust
Officer, both of whom are known to me to be the persons whose
names are subscribed to the foregoing instrument and both of whom
are known to me to be a Vice President and a Trust Officer,
respectively, of THE CHASE MANHATTAN BANK, and separately
acknowledged to me that they executed the same in the capacities
therein stated for the purposes and consideration therein
expressed, and as the act and deed of THE CHASE MANHATTAN BANK.
Before me personally came W. B. Dodge, to me known, who
being by me duly sworn, did depose and say, that he resides in
Seaford, NY; that he is a Vice President of THE CHASE MANHATTAN
BANK, one of the corporations 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.
BE IT REMEMBERED, that before me, and in the presence of
Anderson Agard and Donna Fitzsimmons, competent witnesses,
residing in said state, personally came and appeared W. B. Dodge
and William G. Keenan, a Vice President and a Trust Officer,
respectively, of THE CHASE MANHATTAN BANK, a corporation created
by and existing under the laws of the State of New York with its
domicile in the City of New York, New York, and said W. B. Dodge
and William G. Keenan declared and acknowledged to me, Notary, in
the presence of the witnesses aforesaid that they signed,
executed and sealed the foregoing indenture for and on behalf of
and in the name of THE CHASE MANHATTAN BANK and have affixed the
corporate seal of THE CHASE MANHATTAN BANK to the same by and
with the authority of the Board of Directors of THE CHASE
MANHATTAN BANK.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 24th day of
March A.D. 1999.
/s/ Emily Fayan
(Notarial Seal) Emily Fayan
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate Filed in New York County
Commission Expires December 31, 1999
<PAGE>
AFFIDAVIT RELATING TO BUSINESS AND
COMMERCE CODE OF THE STATE OF TEXAS
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Steven C. McNeal, affiant, who, being duly sworn, on his
oath says,
(1) that he is Vice President of ENTERGY GULF STATES, INC.,
(2) that the above and foregoing Fifty-Eighth Supplemental
Indenture to which this certificate is annexed is an Indenture
which by its terms subjects to the lien thereof property then
owned and property to be acquired by the Company subsequent to
the execution by it of the Indenture; and
(3) that the said ENTERGY GULF STATES, INC., which executed
the aforesaid Fifty-Eighth Supplemental Indenture, is a utility
as defined in Section 35.01(a)(2) of the Business and Commerce
Code of the State of Texas, namely, a person engaged in the State
of Texas in the generation, transmission, distribution and sale
of electric power.
WITNESS my hand and seal of said Corporation this 23rd day
of March 1999.
/s/ Steven C. McNeal
STEVEN C. McNEAL
Vice President and Treasurer
of Entergy Gulf States, Inc.
SWORN TO AND SUBSCRIBED before me by the said Steven C.
McNeal this 23rd day of March 1999, to certify which, witness my
hand and seal of office.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
<PAGE>
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Steven C. McNeal, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me to
be Vice President of ENTERGY GULF STATES, INC. and acknowledged
to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of March
A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
<PAGE>
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
OF ENTERGY GULF STATES, INC. ADOPTED ON
MARCH 15, 1999
I, the undersigned, Assistant Secretary of ENTERGY GULF
STATES, INC., hereby certify:
(1) That the Board of Directors of said Corporation by
unanimous written consent on March 15, 1999, adopted the
following resolution:
RESOLVED, that it is advisable and in the best
interest of this Company to, and that this Company do,
enter into a Fifty-Eighth Supplemental Indenture
modifying and amending the Indenture of Mortgage of the
Company, dated September 1, 1926, as heretofore
supplemented and modified as follows:
A. Section 4.04 of the Indenture
relating to the maintenance and
replacement fund and all of the
obligations and requirements
thereof and each and all other
references, obligations and
requirements in the Indenture with
respect to such fund, including but
not limited to the inclusion of the
failure to discharge or satisfy
obligations to such fund as a
default in Section 12.01 of the
Indenture, are eliminated and of no
further force or effect, provided
that no cash, Bonds, refundable
indebtedness, debt retirements or
property additions theretofore
applied as credits under Section
4.04 may be made the basis for
further action or credit under the
Indenture and any cash in such fund
shall constitute trust moneys
subject to the provisions of
Article Eight and any unmatured
Bonds and refundable indebtedness
in such fund shall be delivered to
the Company; and
B. Section 1.06E of the Indenture
defining "minimum provision for
depreciation" and each and all
other references, obligations, and
requirements in the Indenture with
respect thereto are eliminated and
of no further force and effect;
and this Board of Directors hereby approves the form of
draft of said Fifty-Eighth Supplemental Indenture which
has been submitted to it and hereby authorizes the
Chairman of the Board of Directors or the President or
any Vice President of this Company to execute in the
name and on behalf of this Company under its corporate
seal, or a facsimile thereof, attested by its Secretary
or one of its Assistant Secretaries, and to acknowledge
and deliver to the Trustee, a Fifty-Eighth Supplemental
Indenture in the form of said draft with such changes
in any part thereof not inconsistent with this
resolution as the signing officers shall approve, such
approval to be conclusively evidenced by their
signature thereto.
(2) That the executed Fifty-Eighth Supplemental Indenture
to which this certificate is annexed is the Fifty-Eighth
Supplemental Indenture authorized by the foregoing
resolution and that said resolution has not been amended or
revoked and is now in full force and effect.
WITNESS my hand and seal of said Corporation this 23rd day
of March 1999.
/s/ Christopher T. Screen
(Corporate Seal) Christopher T. Screen
Assistant Secretary of Entergy Gulf States, Inc.
<PAGE>
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Christopher T. Screen, known to me to be the person
whose name is subscribed to the foregoing instrument and known to
me to be the Assistant Secretary of ENTERGY GULF STATES, INC. and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23RD day of
March A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Corporation and Subsidiaries financial statements for the quarter ended March
31, 1999 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 15,396,110
<OTHER-PROPERTY-AND-INVEST> 1,335,500
<TOTAL-CURRENT-ASSETS> 3,607,181
<TOTAL-DEFERRED-CHARGES> 2,510,593
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,849,384
<COMMON> 2,469
<CAPITAL-SURPLUS-PAID-IN> 4,631,040
<RETAINED-EARNINGS> 2,514,735
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,097,112
307,877
488,455
<LONG-TERM-DEBT-NET> 6,410,747
<SHORT-TERM-NOTES> 160,673
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 487,719
0
<CAPITAL-LEASE-OBLIGATIONS> 253,970
<LEASES-CURRENT> 176,028
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,466,803
<TOT-CAPITALIZATION-AND-LIAB> 22,849,384
<GROSS-OPERATING-REVENUE> 1,639,922
<INCOME-TAX-EXPENSE> 45,173
<OTHER-OPERATING-EXPENSES> 1,436,487
<TOTAL-OPERATING-EXPENSES> 1,436,487
<OPERATING-INCOME-LOSS> 203,435
<OTHER-INCOME-NET> 45,946
<INCOME-BEFORE-INTEREST-EXPEN> 249,381
<TOTAL-INTEREST-EXPENSE> 131,302
<NET-INCOME> 72,906
10,725
<EARNINGS-AVAILABLE-FOR-COMM> 62,181
<COMMON-STOCK-DIVIDENDS> 70,362
<TOTAL-INTEREST-ON-BONDS> 171,185
<CASH-FLOW-OPERATIONS> 193,243
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas, Inc. financial statements for the quarter ended March 31, 1999
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,829,212
<OTHER-PROPERTY-AND-INVEST> 333,441
<TOTAL-CURRENT-ASSETS> 483,480
<TOTAL-DEFERRED-CHARGES> 419,132
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,065,265
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 590,134
<RETAINED-EARNINGS> 496,445
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,087,049
82,027
116,350
<LONG-TERM-DEBT-NET> 1,126,437
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 38,652
0
<CAPITAL-LEASE-OBLIGATIONS> 97,144
<LEASES-CURRENT> 63,627
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,453,312
<TOT-CAPITALIZATION-AND-LIAB> 4,065,265
<GROSS-OPERATING-REVENUE> 311,969
<INCOME-TAX-EXPENSE> 2,679
<OTHER-OPERATING-EXPENSES> 279,809
<TOTAL-OPERATING-EXPENSES> 279,809
<OPERATING-INCOME-LOSS> 32,160
<OTHER-INCOME-NET> 3,347
<INCOME-BEFORE-INTEREST-EXPEN> 35,507
<TOTAL-INTEREST-EXPENSE> 21,817
<NET-INCOME> 11,011
2,420
<EARNINGS-AVAILABLE-FOR-COMM> 8,591
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 23,104
<CASH-FLOW-OPERATIONS> 29,139
<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 March 31, 1999
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,448,268
<OTHER-PROPERTY-AND-INVEST> 407,166
<TOTAL-CURRENT-ASSETS> 621,384
<TOTAL-DEFERRED-CHARGES> 857,857
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,334,675
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 211,091
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,477,721
120,850
201,444
<LONG-TERM-DEBT-NET> 1,631,716
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 46,515
0
<CAPITAL-LEASE-OBLIGATIONS> 94,349
<LEASES-CURRENT> 34,765
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,727,315
<TOT-CAPITALIZATION-AND-LIAB> 6,334,675
<GROSS-OPERATING-REVENUE> 423,819
<INCOME-TAX-EXPENSE> 13,190
<OTHER-OPERATING-EXPENSES> 362,787
<TOTAL-OPERATING-EXPENSES> 362,787
<OPERATING-INCOME-LOSS> 61,032
<OTHER-INCOME-NET> 2,270
<INCOME-BEFORE-INTEREST-EXPEN> 63,302
<TOTAL-INTEREST-EXPENSE> 36,675
<NET-INCOME> 13,437
4,552
<EARNINGS-AVAILABLE-FOR-COMM> 8,885
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 29,039
<CASH-FLOW-OPERATIONS> 79,880
<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 March 31, 1999
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,317,381
<OTHER-PROPERTY-AND-INVEST> 122,530
<TOTAL-CURRENT-ASSETS> 377,275
<TOTAL-DEFERRED-CHARGES> 355,226
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,172,412
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 93,556
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,180,135
105,000
100,500
<LONG-TERM-DEBT-NET> 1,168,013
<SHORT-TERM-NOTES> 1,940
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 239,585
0
<CAPITAL-LEASE-OBLIGATIONS> 41,071
<LEASES-CURRENT> 32,539
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,303,629
<TOT-CAPITALIZATION-AND-LIAB> 4,172,412
<GROSS-OPERATING-REVENUE> 352,135
<INCOME-TAX-EXPENSE> 16,072
<OTHER-OPERATING-EXPENSES> 286,146
<TOTAL-OPERATING-EXPENSES> 286,146
<OPERATING-INCOME-LOSS> 65,989
<OTHER-INCOME-NET> 719
<INCOME-BEFORE-INTEREST-EXPEN> 66,708
<TOTAL-INTEREST-EXPENSE> 29,149
<NET-INCOME> 21,487
2,670
<EARNINGS-AVAILABLE-FOR-COMM> 18,817
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 60,646
<CASH-FLOW-OPERATIONS> 37,920
<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 March 31, 1999
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000066901
<NAME> ENTERGY MISSISSIPPI, INC.
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,073,272
<OTHER-PROPERTY-AND-INVEST> 12,592
<TOTAL-CURRENT-ASSETS> 107,814
<TOTAL-DEFERRED-CHARGES> 159,215
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,352,893
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 224,622
<TOTAL-COMMON-STOCKHOLDERS-EQ> 423,889
0
50,381
<LONG-TERM-DEBT-NET> 463,685
<SHORT-TERM-NOTES> 0
<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> 414,918
<TOT-CAPITALIZATION-AND-LIAB> 1,352,893
<GROSS-OPERATING-REVENUE> 182,443
<INCOME-TAX-EXPENSE> 1,256
<OTHER-OPERATING-EXPENSES> 170,223
<TOTAL-OPERATING-EXPENSES> 170,223
<OPERATING-INCOME-LOSS> 12,220
<OTHER-INCOME-NET> 1,762
<INCOME-BEFORE-INTEREST-EXPEN> 13,982
<TOTAL-INTEREST-EXPENSE> 9,711
<NET-INCOME> 3,015
842
<EARNINGS-AVAILABLE-FOR-COMM> 2,173
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 10,586
<CASH-FLOW-OPERATIONS> 16,496
<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 March 31, 1999
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 299,831
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 105,530
<TOTAL-DEFERRED-CHARGES> 57,888
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 466,508
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,294
<RETAINED-EARNINGS> 65,254
<TOTAL-COMMON-STOCKHOLDERS-EQ> 135,292
0
19,780
<LONG-TERM-DEBT-NET> 169,034
<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> 142,402
<TOT-CAPITALIZATION-AND-LIAB> 466,508
<GROSS-OPERATING-REVENUE> 106,056
<INCOME-TAX-EXPENSE> (583)
<OTHER-OPERATING-EXPENSES> 105,307
<TOTAL-OPERATING-EXPENSES> 105,307
<OPERATING-INCOME-LOSS> 749
<OTHER-INCOME-NET> 619
<INCOME-BEFORE-INTEREST-EXPEN> 1,368
<TOTAL-INTEREST-EXPENSE> 3,486
<NET-INCOME> (1,535)
241
<EARNINGS-AVAILABLE-FOR-COMM> (1,776)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 6,912
<CASH-FLOW-OPERATIONS> 4,243
<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 March 31,
1999 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,365,453
<OTHER-PROPERTY-AND-INVEST> 118,262
<TOTAL-CURRENT-ASSETS> 503,472
<TOTAL-DEFERRED-CHARGES> 472,562
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,459,749
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 95,459
<TOTAL-COMMON-STOCKHOLDERS-EQ> 884,809
0
0
<LONG-TERM-DEBT-NET> 1,156,934
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 162,947
0
<CAPITAL-LEASE-OBLIGATIONS> 16,493
<LEASES-CURRENT> 41,835
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,196,731
<TOT-CAPITALIZATION-AND-LIAB> 3,459,749
<GROSS-OPERATING-REVENUE> 140,617
<INCOME-TAX-EXPENSE> 5,833
<OTHER-OPERATING-EXPENSES> 86,780
<TOTAL-OPERATING-EXPENSES> 86,780
<OPERATING-INCOME-LOSS> 53,837
<OTHER-INCOME-NET> 4,725
<INCOME-BEFORE-INTEREST-EXPEN> 58,562
<TOTAL-INTEREST-EXPENSE> 52,029
<NET-INCOME> 700
0
<EARNINGS-AVAILABLE-FOR-COMM> 700
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 39,413
<CASH-FLOW-OPERATIONS> 76,783
<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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest Charges $110,814 $115,337 $106,716 $104,165 $96,685 $94,665
Interest applicable to rentals 19,140 18,158 19,121 17,529 15,511 15,645
-----------------------------------------------------
Total fixed charges, as defined 129,954 133,495 125,837 121,694 112,196 110,310
Preferred dividends, as defined (a) 23,234 27,636 24,731 16,073 16,763 15,186
-----------------------------------------------------
Combined fixed charges and preferred dividends, as defined $153,188 $161,131 $150,568 $137,767 $128,959 $125,496
=====================================================
Earnings as defined:
Net Income $142,263 $136,666 $157,798 $127,977 $110,951 $116,339
Add:
Provision for income taxes:
Total 29,220 72,081 84,445 59,220 71,374 69,856
Fixed charges as above 129,954 133,495 125,837 121,694 112,196 110,310
-----------------------------------------------------
Total earnings, as defined $301,437 $342,242 $368,080 $308,891 $294,521 $296,505
=====================================================
Ratio of earnings to fixed charges, as defined 2.32 2.56 2.93 2.54 2.63 2.69
=====================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.97 2.12 2.44 2.24 2.28 2.36
=====================================================
- ------------------------
(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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest charges $204,134 $200,224 $193,890 $180,073 $178,220 $175,029
Interest applicable to rentals 21,539 16,648 14,887 15,747 16,927 16,853
------------------------------------------------------
Total fixed charges, as defined 225,673 216,872 208,777 195,820 195,147 191,882
Preferred dividends, as defined (a) 52,210 44,651 48,690 30,028 32,031 31,838
------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $277,883 $261,523 $257,467 $225,848 $227,178 $223,720
======================================================
Earnings as defined:
Income (loss) from continuing operations before extraordinary
items and the cumulative effect of accounting changes ($82,755) $122,919 ($3,887) $59,976 $46,393 $45,074
Add:
Income Taxes (62,086) 63,244 102,091 22,402 31,773 31,994
Fixed charges as above 225,673 216,872 208,777 195,820 195,147 191,882
------------------------------------------------------
Total earnings, as defined (b) $80,832 $403,035 $306,981 $278,198 $273,313 $268,950
======================================================
Ratio of earnings to fixed charges, as defined 0.36 1.86 1.47 1.42 1.40 1.40
======================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 0.29 1.54 1.19 1.23 1.20 1.20
======================================================
(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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest $136,444 $136,901 $132,412 $128,900 $122,890 $120,847
Interest applicable to rentals 8,332 9,332 10,601 9,203 9,564 9,085
-------------------------------------------------------
Total fixed charges, as defined 144,776 146,233 143,013 138,103 132,454 129,932
Preferred dividends, as defined (a) 29,171 32,847 28,234 22,103 20,925 19,465
-------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $173,947 $179,080 $171,247 $160,206 $153,379 $149,397
=======================================================
Earnings as defined:
Net Income $213,839 $201,537 $190,762 $141,757 $179,487 $187,057
Add:
Provision for income taxes:
Total Taxes 63,288 117,114 118,559 98,965 109,104 112,880
Fixed charges as above 144,776 146,233 143,013 138,103 132,454 129,932
-------------------------------------------------------
Total earnings, as defined $421,903 $464,884 $452,334 $378,825 $421,045 $429,869
=======================================================
Ratio of earnings to fixed charges, as defined 2.91 3.18 3.16 2.74 3.18 3.31
=======================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 2.43 2.60 2.64 2.36 2.75 2.88
=======================================================
- ------------------------
(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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest $52,764 $51,635 $48,007 $45,274 $40,927 $40,122
Interest applicable to rentals 1,716 2,173 2,165 1,947 1,864 2,134
------------------------------------------------------
Total fixed charges, as defined 54,480 53,808 50,172 47,221 42,791 42,256
Preferred dividends, as defined (a) 9,447 9,004 7,610 5,123 4,878 4,996
------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $63,927 $62,812 $57,782 $52,344 $47,669 $47,252
======================================================
Earnings as defined:
Net Income $48,779 $68,667 $79,210 $66,661 $59,268 $57,089
Add:
Provision for income taxes:
Total income taxes 12,476 34,877 41,107 26,744 28,031 27,859
Fixed charges as above 54,480 53,808 50,172 47,221 42,791 42,256
------------------------------------------------------
Total earnings, as defined $115,735 $157,352 $170,489 $140,626 $130,090 $127,204
======================================================
Ratio of earnings to fixed charges, as defined 2.12 2.92 3.40 2.98 3.04 3.01
======================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.81 2.51 2.95 2.69 2.73 2.69
======================================================
- ------------------------
(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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest $18,272 $17,802 $16,304 $15,287 $14,792 $14,762
Interest applicable to rentals 1,245 916 831 911 1,045 1,115
-----------------------------------------------------
Total fixed charges, as defined 19,517 18,718 17,135 16,198 15,837 15,877
Preferred dividends, as defined (a) 2,071 1,964 1,549 1,723 1,566 1,531
-----------------------------------------------------
Combined fixed charges and preferred dividends, as defined $21,588 $20,682 $18,684 $17,921 $17,403 $17,408
=====================================================
Earnings as defined:
Net Income $13,211 $34,386 $26,776 $15,451 $15,172 $14,539
Add:
Provision for income taxes:
Total 4,600 20,467 16,216 12,142 10,042 9,397
Fixed charges as above 19,517 18,718 17,135 16,198 15,837 15,877
-----------------------------------------------------
Total earnings, as defined $37,328 $73,571 $60,127 $43,791 $41,051 $39,813
=====================================================
Ratio of earnings to fixed charges, as defined 1.91 3.93 3.51 2.70 2.59 2.51
=====================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.73 3.56 3.22 2.44 2.36 2.29
=====================================================
- ------------------------
(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
12 months
1994 1995 1996 1997 1998 March 1999
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Total Interest $176,504 $151,512 $143,720 $128,653 $116,060 $137,411
Interest applicable to rentals 7,546 6,475 6,223 6,065 5,189 5,395
----------------------------------------------------------
Total fixed charges, as defined $184,050 $157,987 $149,943 $134,718 $121,249 $142,806
==========================================================
Earnings as defined:
Net Income $5,407 $93,039 $98,668 $102,295 $106,476 $ 82,589
Add:
Provision for income taxes:
Total 36,838 75,493 82,121 74,654 77,263 62,819
Fixed charges as above 184,050 157,987 149,943 134,718 121,249 142,806
----------------------------------------------------------
Total earnings, as defined $226,295 $326,519 $330,732 $311,667 $304,988 $288,214
==========================================================
Ratio of earnings to fixed charges, as defined 1.23 2.07 2.21 2.31 2.52 2.02
==========================================================
</TABLE>
