File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM U-1
______________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Entergy Services, Inc. Entergy Arkansas, Inc.
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Entergy Corporation Entergy Gulf States, Inc.
639 Loyola Avenue 350 Pine Street
New Orleans, Louisiana 70113 Beaumont, Texas 77701
System Fuels, Inc. Entergy Louisiana, Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, Texas 77701 New Orleans, Louisiana 70113
System Energy Resources, Inc. Entergy Mississippi, Inc.
1340 Echelon Parkway 308 East Pearl Street
Jackson, Mississippi 39213 Jackson, Mississippi 39201
Entergy Operations, Inc. Entergy New Orleans, Inc.
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana 70113
(Names of companies filing this statement and
addresses of principal executive offices)
______________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
______________________________________
Gerald D. McInvale Gerald D. McInvale
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
Entergy Corporation Entergy Arkansas, Inc.
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 701132 Little Rock, Arkansas 72201
Gerald D. McInvale Gerald D. McInvale
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
Entergy Services, Inc. Entergy Gulf States, Inc.
639 Loyola Avenue 350 Pine Street
New Orleans, Louisiana 70113 Beaumont, Texas 77701
Gerald D. McInvale Gerald D. McInvale
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
System Fuels, Inc. Entergy Louisiana, Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, Texas 77701 New Orleans, Louisiana 70113
Gerald D. McInvale Gerald D. McInvale
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
System Energy Resources, Inc. Entergy Mississippi, Inc.
1340 Echelon Parkway 308 East Pearl Street
Jackson, Mississippi 39213 Jackson, Mississippi 39201
Gerald D. McInvale Gerald D. McInvale
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Financial Officer
Entergy Operations, Inc. Entergy New Orleans, Inc.
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana 70113
(Names and addresses of agents for service)
___________________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Lyn Rouchell Laurence M. Hamric, Esq.
Assistant Treasurer Denise C. Redmann, Esq.
Entergy Services, Inc. Entergy Services, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
Thomas J. Igoe, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
I. General.
A. Current Authorization.
Entergy System Money Pool. Entergy Arkansas, Inc.
("Arkansas"), Entergy Gulf States, Inc. ("Gulf States"), Entergy
Louisiana, Inc. ("Louisiana"), Entergy Mississippi, Inc.
("Mississippi") and Entergy New Orleans, Inc. ("New Orleans"),
operating subsidiaries of Entergy Corporation ("Entergy")
(collectively, the "Operating Companies", and individually, an
"Operating Company"), and System Energy Resources, Inc. ("System
Energy"), a generating company subsidiary of Entergy, are
authorized, through November 30, 1996, to make unsecured short-
term borrowings through the Entergy System Money Pool ("Money
Pool") in order to meet their interim financing requirements.<FN1>
In addition, Entergy, Entergy Operations, Inc. ("EOI"), a nuclear
operations and maintenance subsidiary of Entergy, Entergy
Services, Inc. ("ESI"), a service company subsidiary of Entergy,
and System Fuels, Inc. ("SFI"), a fuel supply subsidiary of the
Operating Companies other than Gulf States, are authorized
through November 30, 1996, to participate in the Money Pool as
and to the extent provided in File No. 70-8449 and the
Commission's November 18, 1994 order. The Money Pool is composed
of available funds invested by the participating companies, which
funds may be borrowed by the participating companies, except
Entergy, to meet their respective interim capital needs.
Operating Company and System Energy External Borrowing
Arrangements. In addition to short-term borrowings through the
Money Pool, the Operating Companies and System Energy are
authorized, through November 30, 1996, to meet their interim
financing requirements through the issuance and sale of unsecured
short-term promissory notes (including commercial paper) to
various commercial banks and/or dealers in commercial paper.<FN2>
EOI Borrowing Arrangements. EOI is authorized, through
November 30, 1996, to (i) borrow and reborrow from Entergy, from
time to time, up to $15 million at any one time outstanding
pursuant to a loan agreement between EOI and Entergy, dated June
6, 1990 ("EOI Loan Agreement") (the Commission having reserved
jurisdiction over an additional $5 million of borrowings by EOI
as hereinafter referred to), and (ii) enter into a loan agreement
or agreements with one or more banks, which would correspondingly
reduce the amount of Entergy's commitment to EOI under the EOI
Loan Agreement.<FN3> Borrowings by EOI under the EOI Loan Agreement
are currently evidenced by a promissory note maturing on November
30, 1996 ("EOI Note") representing the obligation of EOI to pay
the full amount of the loan commitment or, if less, the aggregate
unpaid principal amount of all loans made by Entergy thereunder,
plus accrued interest.
ESI Borrowing Arrangements. ESI is authorized, through
November 30, 1996, to (i) borrow and reborrow from Entergy, from
time to time, up to $150 million at any one time outstanding
pursuant to a loan agreement between ESI and Entergy, dated
September 18, 1991 ("ESI Loan Agreement"), and (ii) enter into a
loan agreement or agreements with one or more banks, which would
correspondingly reduce the amount of Entergy's commitment to ESI
under the ESI Loan Agreement.<FN4> Borrowings by ESI from Entergy
under the ESI Loan Agreement are currently evidenced by a
promissory note maturing on November 30, 1996 ("ESI Note")
representing the obligation of ESI to pay the full amount of the
loan commitment or, if less, the aggregate unpaid principal
amount of all loans made by Entergy thereunder, plus accrued
interest.
SFI Borrowing Arrangements. SFI is authorized, through
December 31, 1996, to (i) borrow and reborrow from Entergy, from
time to time, up to $30 million at any one time outstanding
pursuant to a loan agreement between SFI and Entergy, dated March
21, 1994 ("SFI Loan Agreement"), and (ii) enter into a loan
agreement or agreements with one or more banks, which would
correspondingly reduce the amount of Entergy's commitment to SFI
under the SFI Loan Agreement.<FN5> Borrowings by SFI from Entergy
under the SFI Loan Agreement are currently evidenced by a
promissory note maturing on December 31, 1996 ("SFI Note")
representing the obligation of SFI to pay the full amount of the
loan commitment or, if less, the aggregate unpaid principal
amount of all loans made by Entergy thereunder, plus accrued
interest.
B. Transactions Proposed Herein.
The Operating Companies and System Energy propose
herein to continue to finance their interim capital needs through
Money Pool borrowings and through the issuance and sale of short-
term promissory notes (including commercial paper) in the amounts
and under the terms and conditions set forth below. It is also
proposed that Entergy, EOI, ESI and SFI continue their respective
participations in the Money Pool, in each case, as described
below. The parties to this Application-Declaration seek
authorization to effect such short-term borrowings and Money Pool
transactions from time to time through November 30, 2001.<FN6>
ESI and Entergy propose herein to extend (i) the
borrowing periods under the ESI Loan Agreement (and the maturity
of the ESI Note issued thereunder) through November 30, 2001, and
(ii) the existing authorization with respect to ESI entering into
a loan agreement or agreements with one or more banks and related
transactions through November 30, 2001, all as hereinafter set
forth.
EOI and Entergy propose herein to (i) increase the
borrowing commitment from $15 million to $20 million under the
EOI Loan Agreement and extend the borrowing period under the EOI
Loan Agreement (and the maturity of the EOI Note issued
thereunder) through November 30, 2001, and (ii) extend the
existing authorization with respect to EOI entering into a loan
agreement or agreements with one or more banks and related
transactions through November 30, 2001, and increase the
aggregate borrowing commitment(s) thereunder from $15 million to
$20 million, all as hereinafter set forth.
Finally, SFI and Entergy propose herein to (i) increase
the borrowing commitment from $30 million to $95 million under
the SFI Loan Agreement and extend the borrowing period under the
SFI Loan Agreement (and the maturity of the SFI Note issued
thereunder) through November 30, 2001, and (ii) extend the
existing authorization with respect to SFI entering into a loan
agreement or agreements with one or more banks and related
transactions through November 30, 2001, and increase the
aggregate borrowing commitment(s) thereunder from $30 million to
$95 million, all as hereinafter set forth.
Reference is made to Section VI of this Item 1 with
respect to the proposed borrowing limitations of the Applicants.
II. Money Pool
The Operating Companies, System Energy, Entergy, EOI,
ESI and SFI (collectively, the "Participants", and individually,
a "Participant") propose to participate in the Money Pool, which
will continue to be administered on behalf of the Participants by
ESI under the direction of its Treasurer. The Money Pool will
consist solely of available funds from the treasuries of the
Participants, which will be loaned on a short-term basis
(conceivably as short as intra-day) to any one or more of the
Participants in the Money Pool, other than Entergy, or otherwise
invested in the manner hereinafter described. The determination
of whether a Participant at any time has funds that may be
available to the Money Pool will be made by, or under the
direction of, the Chief Financial Officer or Treasurer of ESI or
such person's designee. No Participant will effect external
borrowings for the purpose of making loans to other Participants
in the Money Pool.
The operation of the Money Pool will be designed and
managed to match, on a daily basis, the available cash and
borrowing requirements of the Participants, thereby minimizing
the need for borrowings to be made by the Participants from
external sources. To this end, it is generally anticipated that
the short-term borrowing requirements of the Operating Companies
and System Energy will be met, initially, with the proceeds of
borrowings through the Money Pool, and thereafter, to the extent
necessary, with the proceeds of external borrowings as
hereinafter set forth; provided, however, that it may be
desirable for one or more of the Participants occasionally to
make short-term bank borrowings and/or to issue commercial paper,
notwithstanding the existence of available funds in the Money
Pool.
Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans and System Energy will have priority as borrowers from
the Money Pool. EOI, ESI and SFI will be permitted to borrow
through the Money Pool only if, on any given day, there are funds
available in the Money Pool after the needs of the Operating
Companies and System Energy have been satisfied. Entergy will be
a participant in the Money Pool insofar as it has funds available
to invest through the Pool, but under no circumstances will
Entergy be permitted to borrow funds held in the Money Pool.
Certain of System Energy's existing credit arrangements
require (absent waivers) that System Energy's Money Pool
borrowings be deemed subordinated indebtedness such that, upon
the occurrence of a default by System Energy under such credit
arrangements or in the event of insolvency, bankruptcy,
liquidation, reorganization or other similar proceedings
affecting System Energy, no payment by System Energy of principal
of or interest on its Money Pool borrowings would be permitted
until all obligations of System Energy under such credit
arrangements shall have been paid or otherwise provided for.
Prior to the occurrence of any such default or insolvency,
bankruptcy, etc., System Energy would be permitted to make
payments of principal and interest on account of its Money Pool
borrowings.
As to funds remaining in the Money Pool after
satisfaction of the borrowing needs of the Participants, ESI,
which serves as administrator of the Pool, will invest such funds
and allocate the earnings thereon between or among those
Participants providing such excess funds on a pro rata basis in
accordance with their respective interests in such funds. ESI
proposes to invest the excess funds in one or a combination of
the types of securities that are permitted by the provisions of
Section 9(c) and Rule 40 of the Act, in each case in a manner
designed to preserve principal and optimize returns.
Subject to the borrowing limitations described below,
the Participants making borrowings through the Money Pool (other
than EOI, ESI and SFI) will be entitled to borrow, on any given
day, an amount of the total funds then available for lending to
the Participants determined on the basis of an equal allocation
of such funds among all borrowing Participants, except that where
such an allocation would provide one or more borrowing
Participants with funds in excess of its or their borrowing
requirements, such excess will then be available for loans
equally allocated among the remaining borrowing Participants. To
the extent that EOI, ESI and SFI are permitted to effect
borrowings through the Money Pool, the remaining funds then
available for lending to EOI, ESI and SFI will be allocated
between or among them in the same manner as available funds are
allocated among the Operating Companies and System Energy. Each
borrowing Participant will borrow pro rata from each lending
Participant in the proportion which the total amount being loaned
through the Money Pool by such lending Participant bears to the
total amount then being loaned by all Participants through the
Money Pool.
All borrowings from and investments through the Money
Pool will be adequately documented and will be evidenced on the
books of each Participant that borrows or invests available funds
through the Money Pool. All loans will be payable on demand
(subject, in the case of System Energy, to the subordination
provisions described above), may be prepaid at any time without
premium or penalty, and will bear interest payable monthly at a
rate calculated on a daily basis, equal to the Daily Weighted
Average Investment Rate (defined below) of the Money Pool
portfolio; provided, however, that in the event, on and as of any
particular day, there are no excess Money Pool funds invested in
the Money Pool portfolio, the Daily Federal Funds Effective Rate
as quoted by the Federal Reserve Bank of New York will be the
rate of interest applicable to Money Pool loans and borrowings
for that day. The "Daily Weighted Average Investment Rate", as
applied to any day, shall be calculated by multiplying (A) the
aggregate of the total daily interest payable on all investments
in the Money Pool portfolio (consisting of excess Money Pool
funds not loaned to the Participants) outstanding as of such day
by (B) 360, and dividing the product thereof by the total amount
invested in the Money Pool portfolio as of such day. For
purposes of calculating the daily interest payable on each
investment in the Money Pool portfolio in (A) above, the original
cost of each such investment is multiplied by its respective
yield and the product is divided by 360.
Reference is made to Exhibit B-1(a) hereto with respect
to the form of promissory note to be executed and delivered by
Participants (other than System Energy) effecting borrowings
through the Money Pool. Reference is made to Exhibit B-1(b)
hereto with respect to the form of Money Pool promissory note to
be executed and delivered by System Energy, including terms and
provisions therein with respect to subordination.
The Participants believe that the cost of the proposed
borrowings through the Money Pool will be more favorable to the
borrowing Participants than the comparable cost of external
borrowings through bank loans or sales of commercial paper, and
that the yield to Participants investing available funds through
the Money Pool will be higher than yields available individually
to each Participant.
In the event that, on any given day, the available
funds in the Money Pool are insufficient to satisfy the short-
term borrowing requirements of one or more of the Operating
Companies or System Energy, such Operating Companies or System
Energy, as the case may be, will effect short-term borrowings
through bank loans and/or sales of commercial paper in the manner
hereinafter set forth.
III. Operating Company and System Energy External Borrowing
Arrangements.
A. Bank Lines of Credit.
Each of the Operating Companies and System Energy may
establish lines of credit with various commercial banks located
within or outside their general operating areas. The Operating
Companies and System Energy may arrange these lines of credit on
an individual basis, or on a consolidated ("either/or") basis
with each other and with EOI, ESI and SFI, whereby a bank would
provide a line of credit usable by any one or more of such
companies.
The notes proposed to be issued and sold to banks will
be in the form of unsecured short-term promissory notes payable
not more than one year from the date of issuance. Under the
proposed arrangements, each borrowing will bear interest from the
date thereof on the unpaid principal amount thereof at a rate per
annum selected by the particular borrower, from time to time,
from a number of specified interest rate options, which rate of
interest, in the particular case, will be comparable to rates
generally prevailing in the market for advances having similar
terms and provisions made by commercial lenders to borrowers of
comparable credit quality. By way of example, such interest rate
options may include some or all of the following: (i) a daily
rate of interest based upon or reflecting the prime or base rate
of one or more money center banks (the "Prime Rate") from time to
time in effect, (ii) the sum of (A) specified offered rates for
bank certificates of deposit for amounts equivalent to such
borrowing and for selected interest periods, appropriately
adjusted for the cost of reserves, F.D.I.C. insurance and any
other customary amounts and (B) a margin not in excess of 2% per
annum (the "CD Rate"), (iii) the sum of (C) specified rates
offered for U.S. dollar deposits in the interbank eurodollar
market for amounts equivalent to such borrowing and for selected
interest periods, appropriately adjusted for the cost of reserves
and any other customary amounts and (D) a margin not in excess of
2% per annum (the "LIBOR Rate") and (iv) a rate, which would not
in any event exceed the Prime Rate, negotiated at the time of
borrowing with the bank (the "Bid Rate"). The selected rate will
be the most favorable effective borrowing rate to the particular
borrower, taking into account compensating balances and/or
commitment or facility or similar fees, and the proposed amount
and maturity of each borrowing. The proposed borrowings from
banks will, at the option of the particular borrower or, under
certain circumstances, with the consent of the lending bank, be
prepayable, in whole or in part, at any time without premium or
penalty except in the case of CD Rate or LIBOR Rate borrowings
and certain of the Bid Rate borrowings.
Each borrower may agree to pay each bank a commitment,
facility or similar fee that will be (i) a fixed dollar amount,
and/or (ii) a percentage of the total commitment or unused
commitment. The facility fee will be negotiated at the time of
the arrangement and will be comparable to fees generally
prevailing in the market for borrowing arrangements having
similar terms and provisions made by commercial lenders to
borrowers of comparable credit quality.
B. Operating Company and System Energy Commercial Paper
Arrangements.
The proposed commercial paper will be in the form of
unsecured promissory notes with varying maturities not to exceed
270 days, the actual maturities to be determined by market
conditions and the particular borrower's anticipated cash
requirements at the time of issuance. In accordance with the
established custom and practice in the market, the proposed
commercial paper will not be payable prior to maturity.
Each of the Operating Companies and System Energy
proposes to issue, reissue and sell the commercial paper directly
to a dealer in commercial paper ("Dealer") at a discount not in
excess of the maximum discount rate per annum prevailing at the
date of issuance for commercial paper of comparable quality of
that particular maturity sold by public utility issuers to
commercial paper dealers.
No commission or fee will be payable by the Operating
Companies or System Energy in connection with the issuance and
sale of the commercial paper. Each Dealer, as principal, will
reoffer and sell the commercial paper at the customary discount
rate for commercial paper in such a manner as not to constitute a
public offering. Each Dealer reoffering the commercial paper
will limit the reoffer and sale to a non-public customer list for
each Operating Company and System Energy, consisting of
commercial banks, insurance companies, corporate pension funds,
investment trusts, foundations, colleges and university funds,
municipal and state funds and other financial and non-financial
institutions that normally invest funds in commercial paper.
It is anticipated that the commercial paper will be
held by the buyers to maturity. However, each Dealer may, if
requested by a buyer, repurchase the commercial paper for resale
to others on the list of customers.
IV. EOI, ESI and SFI Loan Agreements; External Borrowing
Arrangements.
A. Loan Agreements with Entergy.
EOI Loan Agreement. EOI and Entergy were previously
authorized by the Commission to enter into the EOI Loan
Agreement, and the related EOI Note, providing for borrowings by
EOI from Entergy of up to an aggregate principal amount of $15
million through November 30, 1996 (HCAR 35-25100, 35-25526, 35-
25680 and 35-26162).<FN7> EOI and Entergy now propose to enter into
an amendment to the EOI Loan Agreement ("Amendment No. 4") which
will increase the borrowing commitment thereunder from $15
million to $20 million, extend the expiration date of the
borrowing period thereunder through November 30, 2001 and provide
for the issuance of a new note ("New EOI Note") stated to mature
on November 30, 2001. Amendment No. 4 will also state that the
New EOI Note shall replace and supersede the existing EOI Note
and represent the borrowings of EOI from Entergy under the EOI
Loan Agreement. Except as specifically amended, the EOI Loan
Agreement shall continue in full force and effect, and the terms
as authorized in the Commission's order, dated June 5, 1990 (HCAR
35-25100), will remain unchanged. Reference is made to Exhibit B-
2(e) hereto with respect to the proposed form of Amendment No. 4
to the EOI Loan Agreement and New EOI Note.
ESI Loan Agreement. ESI and Entergy were previously
authorized by the Commission to enter into the ESI Loan
Agreement, and the related ESI Note, providing for borrowings by
ESI from Entergy of up to an aggregate principal amount of $150
million through November 30, 1996 (HCAR 35-25395, 35-25680 and 35-
26162). ESI and Entergy now propose to enter into an amendment
to the ESI Loan Agreement ("Amendment No. 3") which will extend
the expiration date of the borrowing period under the ESI Loan
Agreement through November 30, 2001 and provide for the issuance
of a new note ("New ESI Note") stated to mature on November 30,
2001. Amendment No. 3 will also state that the New ESI Note
shall replace and supersede the existing ESI Note and represent
the borrowings of ESI from Entergy under the ESI Loan Agreement.
Except as specifically amended, the ESI Loan Agreement shall
continue in full force and effect, and the terms as authorized in
the Commission's orders dated September 17, 1991 (HCAR 35-25376)
and October 23, 1991 (HCAR 35-25395) will remain unchanged.
Reference is made to Exhibit B-3(d) hereto with respect to
the proposed form of Amendment No. 3 to the ESI Loan Agreement
and New ESI Note.
SFI Loan Agreement. SFI and Entergy were previously
authorized by the Commission to enter into the SFI Loan
Agreement, and the related SFI Note, providing for borrowings by
SFI from Entergy of up to an aggregate principal amount of $30
million through December 31, 1996 (HCAR No. 35-26006). SFI and
Entergy now propose to enter into an amendment to the SFI Loan
Agreement ("Amendment No. 1") which will increase the borrowing
commitment thereunder from $30 million to $95 million, extend the
expiration date of the borrowing period thereunder through
November 30, 2001 and provide for the issuance of a new note
("New SFI Note") stated to mature on November 30, 2001.
Amendment No. 1 will also state that the New SFI Note shall
replace and supersede the existing SFI Note and represent the
borrowings of SFI from Entergy under the SFI Loan Agreement.
Except as specifically amended, the SFI Loan Agreement shall
continue in full force and effect, and the terms as authorized in
the Commission's order dated March 16, 1994 (HCAR 35-26006) will
remain unchanged. Reference is made to Exhibit B-4(b) hereto with
respect to the proposed form of Amendment No. 1 to the SFI Loan
Agreement and New SFI Note.
Although it is proposed that the borrowing commitment
under the SFI Loan Agreement be increased from $30 million to $95
million, the maximum principal amount of all borrowings by SFI
will remain at the $95 million level previously authorized by the
Commission. SFI currently has a $45 million Credit Agreement
with The Yasuda Trust & Banking Co., Ltd., as Agent for the
Lenders named therein.<FN8> In addition, SFI had a $20 million
Credit Agreement with Bank of America National Trust and Savings
Assocation which expired on January 31, 1996.<FN9> Therefore, the
proposed $65 million increase in the borrowing commitment under
the SFI Loan Agreement (which will be correspondingly reduced by
the amount of any bank commitment(s) to lend money to SFI) is
merely intended to (a) replace the expired $20 million Bank of
America commitment, and (b) provide SFI with the ability to
borrow up to an additional $45 million from Entergy if or when
the Yasuda Credit Agreement is terminated or expires.
The proposed Amendments to the EOI, ESI and SFI Loan
Agreements will provide that the amount of Entergy's respective
commitments thereunder will be correspondingly reduced by the
commitment(s) of any bank or banks to lend money to EOI, ESI or
SFI, as the case may be.
The New EOI, ESI and SFI Notes (collectively, the "New
Notes") will continue to be payable to the order of Entergy and
may be prepaid, in whole or in part, at any time without premium
or penalty. The New Notes will bear interest, payable quarterly,
on the unpaid principal amount at the rate of interest equal to
the prime interest rate published daily in the Wall Street
Journal.
B. External Borrowing Arrangements.
EOI, ESI and SFI further request authorization to
extend the authorized period during which they may, respectively,
enter into external borrowing arrangements with one or more banks
through November 30, 2001 and, in the case of EOI, to increase
the borrowing commitment thereunder from $15 million to $20
million, and, in the case of SFI, to increase the borrowing
commitment thereunder from $30 million to $95 million (the
commitment of any such bank or banks to reduce correspondingly
the amount of Entergy's commitment under the EOI, ESI or SFI Loan
Agreement, as the case may be). EOI, ESI and SFI may arrange
these lines of credit on an individual basis, or on a
consolidated ("either/or") basis with each other and/or with the
Operating Companies and System Energy, whereby a bank would
provide a line of credit usable by any one or more of such
companies.
It is anticipated that the proposed bank borrowings
would be evidenced by unsecured promissory notes to one or more
banks in an aggregate principal amount of up to $20 million at
any one time outstanding in the case of EOI, up to $150 million
at any one time outstanding in the case of ESI, and up to $95
million at any one time outstanding in the case of SFI.
The notes would be in the form customarily used by the
lending bank or banks, would be payable not later than November
30, 2001, and would bear interest on the unpaid principal amount
thereof at a rate per annum selected by EOI, ESI or SFI from a
number of specified interest rate options, which rate of
interest, in the particular case, will be comparable to rates
generally prevailing in the market for advances having similar
terms and provisions made by commercial lenders to borrowers of
comparable credit quality. By way of example, such interest rate
options will include some or all of the following: (i) the Prime
Rate from time to time in effect, (ii) the CD Rate, (iii) the
LIBOR Rate or (iv) the Bid Rate. The selected rate will be the
most favorable effective borrowing rate to the particular
borrower, taking into account compensating balances and/or
commitment, facility or similar fees, and the proposed amount and
maturity of each borrowing. The proposed borrowings from banks
will, at the option of the particular borrower or, under certain
circumstances, with the consent of the lending bank, be
prepayable, in whole or in part, at any time without premium or
penalty except in the case of CD Rate or LIBOR Rate borrowings
and certain of the Bid Rate borrowings.
Each borrower may agree to pay each bank a commitment
facility fee that will be (i) a fixed dollar amount, and/or (ii)
a percentage of the total commitment or unused commitment. The
facility fee will be negotiated at the time of the arrangement
and will be comparable to fees generally prevailing in the market
for borrowing arrangements having similar terms and provisions
made by commercial lenders to borrowers of comparable credit
quality.
As an inducement to the bank or banks to make loans to
EOI, ESI and SFI, it is contemplated that Entergy may be required
to guarantee the obligations of EOI, ESI and SFI to the bank or
banks. Accordingly, authorization for any such guarantees,
through November 30, 2001, is requested.
V. Use of Proceeds
The proceeds to be received by the Operating Companies
and System Energy from borrowings through the Money Pool and
through the issuance and sale of promissory notes to banks and
commercial paper, together with other funds available from time
to time to the Operating Companies and System Energy from
operations, from the issuance of such securities as may be
appropriate at the time and from other financing transactions,
will be used to provide interim financing for construction
expenditures, to meet long-term debt maturities and satisfy
sinking fund requirements, as described above, as well as for the
possible refunding, redemption, purchase or other acquisition of
all or a portion of certain outstanding series of debt and
preferred stock and for general corporate purposes. For further
information with respect to the estimated capital and refinancing
requirements of the Operating Companies and System Energy,
reference is made to the following portions of the Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 (filed
in File Nos. 1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067 and 1-
11299, respectively, and incorporated herein by reference): (a)
Part I, Item 1: "Capital Requirements and Future Financing", (b)
Management's Financial Discussion and Analysis - Liquidity and
Capital Resources: "Cash Flows" and "Financing Requirements", and
(c) Notes 4, 5 and 6 to the Notes to Financial Statements for
Entergy Corporation and Subsidiaries.
The proceeds of borrowings by EOI through the Money
Pool, as well as the proceeds of borrowings by EOI pursuant to
the EOI Loan Agreement and other external borrowing arrangements
of EOI, will be used by EOI to finance its interim capital needs.
The proceeds of borrowings by ESI through the Money
Pool, as well as the proceeds of borrowings by ESI pursuant to
the ESI Loan Agreement and other external borrowing arrangements
of ESI, will be used by ESI for the repayment of other borrowings
from time to time outstanding and for any lawful and authorized
purposes in connection with the performance by ESI of its various
functions as a subsidiary service company under the Act.
The proceeds of borrowings by SFI through the Money
Pool, as well as the proceeds of borrowings by SFI pursuant to
the SFI Loan Agreement and other external borrowing arrangements
of SFI, will be used by SFI for the repayment of other borrowings
and for any lawful purposes in connection with its fuel supply
program, including expenditures associated with the acquisition,
ownership and financing of nuclear materials and related services
and the acquisition and ownership of fuel oil inventory.
None of the proceeds to be received by the Operating
Companies, System Energy, EOI, ESI or SFI from borrowings through
the Money Pool or through the issuance and sale of promissory
notes to banks and commercial paper will be used to invest
directly or indirectly in an exempt wholesale generator ("EWG")
or foreign utility company ("FUCO"), as defined in Sections 32 or
33, respectively, of the Act.
The proposed transactions are also subject to Rule 54.
In determining whether to approve the issue or sale of a security
by a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
The Entergy System's "aggregate investment" in EWGs and
FUCOs was approximately $589 million, representing approximately
26% of the Entergy System's consolidated retained earnings, as of
June 30, 1996. Furthermore, the Entergy System has complied with
and will continue to comply with the record keeping requirements
of Rule 53(a)(2) concerning affiliated EWGs and FUCOs. In
addition, as required by Rule 53(a)(3), no more than 2% of the
employees of the Entergy System's domestic public utility
subsidiary companies would render services to affiliated EWGs and
FUCOs. Finally, none of the conditions set forth in Rule 53(b),
under which the provisions of Rule 53 would not be available,
have been met.
VI. Borrowing Limitations of the Applicants.
A. Operating Companies and System Energy.
Each of Arkansas, Gulf States, Louisiana, Mississippi,
New Orleans and System Energy proposes to effect short-term
borrowings through the Money Pool and to issue and sell unsecured
short-term promissory notes (including commercial paper) to
various commercial banks and/or dealers in commercial paper in
the following maximum amounts for each company: Arkansas, $235
million; Gulf States, $340 million; Louisiana, $225 million;
Mississippi, $103 million; New Orleans, $35 million; and System
Energy, $140 million.
B. EOI, ESI and SFI.
EOI Borrowing Limitations. The aggregate principal
amount of borrowings by EOI outstanding at any one time pursuant
to (i) the EOI Loan Agreement, (ii) the Money Pool and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $20 million.
ESI Borrowing Limitations. The aggregate principal
amount of borrowings by ESI outstanding at any one time pursuant
to (i) the ESI Loan Agreement, (ii) the Money Pool and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $150 million.
SFI Borrowing Limitations. The aggregate principal
amount of borrowings by SFI outstanding at any one time pursuant
to (i) the SFI Loan Agreement, (ii) the Money Pool, and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $95 million.
Item 2. Fees, Commissions and Expenses.
Expenses to be incurred by the parties hereto in
connection with obtaining the Commission's order authorizing the
transactions proposed herein are estimated not to exceed $22,000,
including $7,500 estimated for legal fees, $12,500 estimated for
fees of ESI and $2,000 for the filing fee payable to the
Commission with respect to this Application-Declaration.
Item 3. Applicable Statutory Provisions.
The Participants believe that the proposed short-term
borrowings through the Money Pool, as described herein, including
the issuance, delivery and acquisition of promissory notes to
evidence the same, are or may be subject to the provisions of
Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 43
thereunder.
The Participants believe that the investment, on their
behalf, of funds in the Money Pool which at any time are not
loaned to the Participants is exempt from Sections 9(a) and 10 of
the Act by virtue of Section 9(c) of the Act or Rule 40 under the
Act.
The Operating Companies and System Energy believe that
the issuance and sale of notes to banks and commercial paper is
subject to the provisions of Sections 6(a) and 7 of the Act.
EOI and Entergy believe that the proposed issuance by
EOI and the proposed acquisition by Entergy of the New EOI Note,
as contemplated herein, are subject to the provisions of Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder.
ESI and Entergy believe that the proposed issuance by
ESI and the proposed acquisition by Entergy of the New ESI Note,
as contemplated herein, are or may be subject to the provisions
of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45
thereunder.
SFI and Entergy believe that the proposed issuance by
SFI and the proposed acquisition by Entergy of the New SFI Note,
as contemplated herein, are or may be subject to the provisions
of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45
thereunder.
Entergy, EOI, ESI and SFI believe that the proposed
issuance and delivery by EOI, ESI and SFI of a note or notes to
one or more banks, and Entergy's proposed guaranty of payment of
any unpaid principal amount of, and interest on, such note or
notes and of the performance by EOI, ESI or SFI of their
respective obligations under any related loan agreement or
agreements, are or may be subject to Sections 6(a), 7 and 12(b)
of the Act and Rule 45 thereunder.
Item 4. Regulatory Approval.
Except for the Louisiana Public Service Commission that
may have jurisdiction over the transactions proposed herein for
Entergy Gulf States and Entergy Louisisana, no other state
regulatory body or agency and no Federal commission or agency
other than this Commission has jurisdiction over the transactions
proposed herein.
Item 5. Procedure.
The parties hereto respectfully request that the
Commission's order herein be entered on or before September 30,
1996.
The parties hereto further respectfully request that
ESI be granted authority to file, on behalf of all of the parties
hereto and on a quarterly basis, certificates of notification
pursuant to Rule 24 under the Act with respect to (1) borrowings
by the Participants through the Money Pool, (2) the establishment
by the Operating Companies, System Energy, EOI, ESI and SFI of
new lines of credit with banks, (3) issues, sales and payments,
from time to time, by the Operating Companies and System Energy
of notes to banks and commercial paper, (4) borrowings by EOI
under the EOI Loan Agreement and pursuant to borrowing
arrangements with one or more banks, (5) borrowings by ESI under
the ESI Loan Agreement and pursuant to borrowing arrangements
with one or more banks, and (6) borrowings by SFI under the SFI
Loan Agreement and pursuant to borrowing arrangements with one or
more banks, all as contemplated herein.
The parties hereto hereby waive a recommended decision
by a hearing officer or any other responsible officer of the
Commission, agree that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision, and request that there be no waiting period between the
issuance of the Commission's order and the date it is to become
effective.
Item 6. Exhibits and Financial Statements.
a. Exhibits:
A Not Applicable.
B-1(a) Proposed form of note to evidence
borrowings by Participants (other than System
Energy) through the Money Pool.
B-1(b) Proposed form of note to evidence
borrowings by System Energy through the Money
Pool.
*B-2(a) Loan Agreement, dated as of June 6,
1990, between EOI and Entergy (including form of
EOI Note) (Exhibit B-11(c) to Rule 24 Certificate
dated June 15, 1990 in 70-7679).
B-2(b) Proposed form of Amendment No. 4 to Loan
Agreement between EOI and Entergy (including form
of New EOI Note).
*B-3(a) Loan Agreement, dated as of September
18, 1991, between ESI and Entergy (including form
of ESI Note) (Exhibit B-5(a) in 70-8055).
B-3(b) Proposed form of Amendment No. 3 to Loan
Agreement between ESI and Entergy (including form
of New ESI Note).
*B-4(a) Loan Agreement, dated as of March 21,
1994, between SFI and Entergy (including form of
SFI Note) (Exhibit B-1 to 70-8331).
B-4(b) Proposed form of Amendment No. 1 to Loan
Agreement between SFI and Entergy (including form
of New SFI Note).
C Not applicable.
D Not applicable.
E Not applicable.
F-1 Opinion of Counsel for Entergy
Corporation.
F-2 Opinion of Counsel for EOI.
F-3 Opinion of Counsel for ESI.
F-4 Opinion of Counsel for SFI.
F-5 Opinion of Friday, Elredge & Clark,
Counsel for System Energy.
F-6 Opinion of Friday, Elredge & Clark,
Counsel for Arkansas.
F-7 Opinion of Counsel for Gulf States.
F-8 Opinion of Counsel for Louisiana
and New Orleans.
F-9 Opinion of Counsel for Mississippi.
G Financial Data Schedule.
H Suggested form of notice of proposed
transactions for publication in the Federal
Register.
b. Financial Statements:
- Financial statements of Arkansas, Gulf States,
Louisiana, Mississippi, New Orleans, System Energy, and
Entergy and subsidiaries, consolidated, each as of June
30, 1996.
- Notes to financial statements of Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, System
Energy and Entergy and subsidiaries, consolidated,
included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 and the Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1996 (filed in File Nos. 1-10764, 1-2703, 1-8474, 0-
320, 0-5807, 1-9067 and 1-11299, respectively, and
incorporated herein by reference).
- Financial statements of EOI, ESI, SFI, and
Entergy, each as of June 30, 1996.
Except as reflected in the financial statements (including
the notes thereto), there have been no material changes, in the
ordinary course of business, with respect to Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, EOI, ESI, SFI,
System Energy, or Entergy which have taken place since June 30,
1996.
___________________________
* Incorporated herein by reference as indicated.
Item 7. Information as to Environmental Effects.
a. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission
relate only to the financing activities of the parties
hereto, and do not involve a major Federal action having a
significant impact on the human environment.
b. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the under
signed thereunto duly authorized.
ENTERGY SERVICES, INC.
ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
SYSTEM FUELS, INC.
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: August 12, 1996
_______________________________
<FN1> Reference is made to the joint Application-Declaration on
Form U-1, as amended, in File No. 70-8449 and the order of the
Securities and Exchange Commission ("Commission"), under the
Public Utility Holding Company Act of 1935 ("Act"), with respect
thereto, dated November 18, 1994 (HCAR 35-26162).
<FN2> Reference is made to the Commission's order dated November
18, 1994 (HCAR 35-26162).
<FN3> Reference is made to the Commission's orders dated June 5,
1990 (HCAR 35-25100), April 29, 1992 (HCAR 35-25526), November
18, 1992 (HCAR 35-25860) and November 18, 1994 (HCAR 35-26162).
<FN4> Reference is made to the Commission's orders dated September
17, 1991 (HCAR 35-25376), October 23, 1991 (HCAR 35-25395),
November 18, 1992 (HCAR 35-25680) and November 18, 1994 (HCAR 35-
26162). ESI currently has external bank lines of credit in the
aggregate principal amount of $70 million pursuant to this
authorization. See Post-Effective Amendment Nos. 1 and 2 in File
No. 70-8449.
<FN5> Reference is made to the Commission's order dated March 16,
1994 (HCAR 35-26006).
<FN6> Although the Applicants have historically requested two-year
extensions of their authorization to effect short-term borrowings
and Money Pool transactions, the five-year extension requested
herein is consistent with the Commission's recent recommendation
for a five-year authorization period for financing transactions.
See Part II, Chapter 1, of the Report of the Commission's
Division of Investment Management on the Regulation of Public-
Utility Holding Companies (June 1995).
<FN7> In the prior authorizations, the Commission reserved
jurisdiction over the prospective increase in borrowings by EOI
pursuant to the EOI Loan Agreement from $15 million to $20
million.
<FN8> Reference is made to File No. 70-7668 and to the
Commission's orders with respect thereto, dated September 27,
1989 (HCAR 35-24957) and February 5, 1992 (HCAR 35-25467).
<FN9> Reference is made to File No. 70-7574 and to the
Commission's oders with respect thereto, dated January 31, 1989
(HCAR No. 35-24809), October 30, 1990 (HCAR No. 35-25180),
December 2, 1991 (HCAR No. 35-25417), October 15, 1993 (HCAR No.
35-25909) and January 30, 1995 (HCAR No. 35-26224).
Exhibit F-1
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Corporation
(the "Company") and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by the
Company, Entergy Arkansas, Inc. ("Arkansas"), Entergy Gulf
States, Inc. ("Gulf States"), Entergy Louisiana, Inc.
("Louisiana"), Entergy Mississippi, Inc. ("Mississippi"),
Entergy New Orleans, Inc. ("New Orleans"), System Energy
Resources, Inc. ("System Energy"), Entergy Operations, Inc.
("EOI"), Entergy Services, Inc. ("ESI") and System Fuels,
Inc. ("SFI"), relating to, among other things, (i) the
extension of the operation of the Entergy System Money Pool
("Money Pool"), (ii) the proposed loans by the Company from
time to time of available funds to Arkansas, Gulf States,
Louisiana, Mississippi, New Orleans, System Energy, EOI, ESI
and SFI through the Money Pool and the proposed acquisition
by the Company from such companies of promissory notes
("Money Pool Notes") in connection therewith, (iii) the
increase in the borrowing commitment and the extension of
the borrowing period under the Loan Agreement, dated as of
June 6, 1990, as amended, between EOI and the Company ("EOI
Loan Agreement"), and the proposed acquisition by the
Company from EOI of a promissory note ("EOI Note") in
connection with borrowings by EOI from the Company
thereunder, (iv) the extension of the borrowing period under
the Loan Agreement, dated as of September 18, 1991, as
amended, between ESI and the Company ("ESI Loan Agreement"),
and the proposed acquisition by the Company from ESI of a
promissory note ("ESI Note") in connection with borrowings
by ESI from the Company thereunder, (v) the increase in the
borrowing commitment and the extension of the borrowing
period under the Loan Agreement, dated as of March 21, 1994,
between SFI and the Company ("SFI Loan Agreement"), and the
proposed acquisition by the Company from SFI of a promissory
note ("SFI Note") in connection with borrowings by SFI from
the Company thereunder, and (vi) the proposed guarantee by
the Company of the obligations of EOI, ESI and SFI to one or
more banks, all as described in the Application-Declaration.
On the basis of such review, and such other
considerations as I have deemed relevant, I am of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Delaware.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire (i) the Money Pool Notes to be issued by
Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans, System Energy, EOI, ESI and SFI evidencing
their respective borrowings from the Company through
the Money Pool, (ii) the EOI Note to be issued by EOI
evidencing its borrowings from the Company pursuant to
the EOI Loan Agreement, (iii) the ESI Note to be issued
by ESI evidencing its borrowings from the Company
pursuant to the ESI Loan Agreement, and (iv) the SFI
Note to be issued by SFI evidencing its borrowings from
the Company pursuant to the SFI Loan Agreement;
(c) the guarantees to be issued by the Company in
connection with obligations of EOI, ESI and SFI to one
or more banks will, in each case, be a valid and
binding obligation of the Company enforceable in
accordance with its terms; and
(d) the consummation by the Company of the
proposed transactions will not violate the legal rights
of the holders of any securities issued by the Company
or any associate company thereof.
I am a member of the bar of the States of
Louisiana, Texas and Virginia, respectively, and do not hold
myself out as an expert on the laws of any other state,
although I have made such investigation of the laws of the
State of Delaware as I have deemed necessary for the purpose
of rendering the opinions set forth herein.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
General Attorney-
Corporate and Securities of
Entergy Services, Inc.
Exhibit F-2
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Operations, Inc.
(the "Company") and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by the
Company, Entergy Corporation ("Entergy"), Entergy Arkansas,
Inc. ("Arkansas"), Entergy Gulf States, Inc. ("Gulf
States"), Entergy Louisiana, Inc. ("Louisiana"), Entergy
Mississippi, Inc. ("Mississippi"), Entergy New Orleans, Inc.
("New Orleans"), System Energy Resources, Inc. ("System
Energy"), Entergy Services, Inc. ("ESI") and System Fuels,
Inc. ("SFI"), relating to, among other things, (i) the
extension of the operation of the Entergy System Money Pool
("Money Pool"), (ii) the proposed loan by the Company from
time to time of available funds to Arkansas, Gulf States,
Louisiana, Mississippi, New Orleans, System Energy, ESI and
SFI through the Money Pool and the proposed acquisition by
the Company from such companies of promissory notes ("Money
Pool Notes") in connection therewith, (iii) the proposed
borrowings by the Company from time to time through the
Money Pool and the proposed issuance by the Company to
Entergy, Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans, System Energy, ESI and SFI of promissory notes
("Company Notes") in connection therewith, (iv) the increase
in the borrowing commitment and the extension of the
borrowing period under the Loan Agreement, dated as of June
6, 1990, as amended, between the Company and Entergy ("EOI
Loan Agreement"), (v) the proposed borrowings by the Company
from time to time pursuant to the EOI Loan Agreement and the
proposed issuance by the Company to Entergy of a promissory
note ("EOI Note") in connection therewith, (vi) the increase
in the borrowing commitment and the proposed extension of
the period during which the Company may enter into external
borrowing arrangements with one or more banks, and (vii) the
proposed borrowings by the Company from time to time
pursuant to such arrangements with such banks and the
proposed issuance by the Company of a promissory note or
notes in connection therewith ("Bank Notes"), all as
described in the Application-Declaration.
On the basis of such review, and such other considerations
as I have deemed relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company in
said proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool, the
EOI Note to be issued in connection with borrowings by the
Company pursuant to the EOI Loan Agreement, and the Bank
Notes to be issued in connection with borrowings by the
Company pursuant to borrowing arrangements with one or more
banks, will be valid and binding obligations of the Company
in accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, System Energy,
ESI and SFI evidencing their respective borrowings from the
Company through the Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
I am a member of the bar of the States of Louisiana,
Texas, and Virginia, respectively, and do not hold myself
out as an expert on the laws of any other state, although I
have made such investigation of the laws of the State of
Delawate as I have deemed necessary for the purpose of
rendering the opinions set forth herein.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
General Attorney-
Corporate and Securities of
Entergy Services, Inc.
Exhibit F-3
[Letterhead of Entergy Servics, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Services, Inc.
(the "Company") and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by
the Company, Entergy Corporation ("Entergy"), Entergy
Arkansas, Inc. ("Arkansas"), Entergy Gulf States, Inc.
("Gulf States"), Entergy Louisiana, Inc. ("Louisiana"),
Entergy Mississippi, Inc. ("Mississippi"), Entergy New
Orleans, Inc. ("New Orleans"), System Energy Resources, Inc.
("System Energy"), Entergy Operations, Inc. ("EOI") and
System Fuels, Inc. ("SFI"), relating to, among other things,
(i) the extension of the operation of the Entergy System
Money Pool ("Money Pool"), (ii) the proposed loan by the
Company from time to time of available funds to Arkansas,
Gulf States, Louisiana, Mississippi, New Orleans, System
Energy, EOI and SFI through the Money Pool and the proposed
acquisition by the Company from such companies of promissory
notes ("Money Pool Notes") in connection therewith, (iii)
the proposed borrowings by the Company from time to time
through the Money Pool and the proposed issuance by the
Company to Entergy, Arkansas, Gulf States, Louisiana,
Mississippi, New Orleans, System Energy, EOI and SFI of
promissory notes ("Company Notes") in connection therewith,
(iv) the extension of the borrowing period under the Loan
Agreement, dated as of September 18, 1991, as amended,
between the Company and Entergy ("ESI Loan Agreement"), (v)
the proposed borrowings by the Company from time to time
pursuant to the ESI Loan Agreement and the proposed issuance
by the Company to Entergy of a promissory note ("ESI Note")
in connection therewith, (vi) the extension of the period
during which the Company may enter into external borrowing
arrangements with one or more banks, and (vii) the proposed
borrowings by the Company from time to time pursuant to such
arrangements with such banks and the proposed issuance by
the Company of a promissory note or notes in connection
therewith ("Bank Notes"), all as described in the
Application-Declaration.
On the basis of such review, and such other considerations
as I have deemed relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company in
said proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool, the
ESI Note to be issued in connection with borrowings by the
Company pursuant to the ESI Loan Agreement, and the Bank
Notes to be issued in connection with borrowings by the
Company pursuant to borrowing arrangements with one or more
banks, will be valid and binding obligations of the Company
in accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, System Energy,
EOI and SFI evidencing their respective borrowings from the
Company through the Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
I am a member of the bar of the States of Louisiana,
Texas, and Virginia, respectively, and do not hold myself
out as an expert on the laws of any other state, although I
have made such investigation of the laws of the State of
Delaware as I have deemed necessary for the purpose of
rendering the opinions set forth herein.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
General Attorney-
Corporate and Securities of
Entergy Services, Inc.
Exhibit F-4
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Systems Fuels, Inc.
(the "Company") and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by the
Company, Entergy Corporation ("Entergy"), Entergy Arkansas,
Inc. ("Arkansas"), Entergy Gulf States, Inc. ("Gulf
States"), Entergy Louisiana, Inc. ("Louisiana"), Entergy
Mississippi, Inc. ("Mississippi"), Entergy New Orleans, Inc.
("New Orleans"), System Energy Resources, Inc. ("System
Energy"), Entergy Operations, Inc. ("EOI") and Entergy
Services, Inc. ("ESI"), relating to, among other things, (i)
the extension of the operation of the Entergy System Money
Pool ("Money Pool"), (ii) the proposed loan by the Company
from time to time of available funds to Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, System Energy,
EOI and ESI through the Money Pool and the proposed
acquisition by the Company from such companies of promissory
notes ("Money Pool Notes") in connection therewith, (iii)
the proposed borrowings by the Company from time to time
through the Money Pool and the proposed issuance by the
Company to Entergy, Arkansas, Gulf States, Louisiana,
Mississippi, New Orleans, System Energy, EOI and ESI of
promissory notes ("Company Notes") in connection therewith,
(iv) the increase in the borrowing commitment and the
extension of the borrowing period under the Loan Agreement,
dated as of March 21, 1994, between the Company and Entergy
("SFI Loan Agreement"), (v) the proposed borrowings by the
Company from time to time pursuant to the SFI Loan Agreement
and the proposed issuance by the Company to Entergy of a
promissory note ("SFI Note") in connection therewith, (vi)
the increase in the borrowing commitment and the extension
of the period during which the Company may enter into
external borrowing arrangements with one or more banks, and
(vii) the proposed borrowings by the Company from time to
time pursuant to such arrangements with such banks and the
proposed issuance by the Company of a promissory note or
notes in connection therewith ("Bank Notes"), all as
described in the Application-Declaration.
On the basis of such review, and such other
considerations as I have deemed relevant, I am of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Louisiana.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool,
the SFI Note to be issued in connection with borrowings
by the Company pursuant to the SFI Loan Agreement, and
the Bank Notes to be issued in connection with
borrowings by the Company pursuant to borrowing
arrangements with one or more banks, will be valid and
binding obligations of the Company in accordance with
their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by Arkansas,
Gulf States, Louisiana, Mississippi, New Orleans,
System Energy, EOI and ESI evidencing their respective
borrowings from the Company through the Money Pool; and
(d) the consummation by the Company of the
proposed transactions will not violate the legal rights
of the holders of any securities issued by the Company
or any associate company thereof.
I am a member of the bar of the State of Louisiana
and do not hold myself out as an expert on the laws of any
other state.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Denise C. Redmann
Denise C. Redmann
Senior Attorney-
Corporate and Securities of
Entergy Services, Inc.
EXHIBIT F-5
[Letterhead of Friday, Eldredge & Clark]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have acted as Counsel for System Energy
Resources, Inc. (the "Company"), and, in such capacity, have
reviewed the joint Application-Declaration on Form U-1 to be
filed by the Company, Entergy Corporation ("Entergy"),
Entergy Arkansas, Inc. ("Arkansas"), Entergy Gulf States,
Inc. ("Gulf States"), Entergy Louisiana, Inc. ("Louisiana"),
Entergy Mississippi, Inc. ("Mississippi"), Entergy New
Orleans, Inc. ("New Orleans"), Entergy Operations, Inc.
("EOI"), Entergy Services, Inc. ("ESI") and System Fuels,
Inc. ("SFI"), relating to, among other things, (i) the
extension of the operation of the Entergy System Money Pool
("Money Pool"), (ii) the proposed loan by the Company from
time to time of available funds to Arkansas, Gulf States,
Louisiana, Mississippi, New Orleans, EOI, ESI and SFI
through the Money Pool and the proposed acquisition by the
Company from such companies of promissory notes ("Money Pool
Notes") in connection therewith, (iii) the proposed
borrowings by the Company from time to time through the
Money Pool and the proposed issuance by the Company to
Entergy, Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans, EOI, ESI and SFI of promissory notes ("Company
Notes") in connection therewith, and (iv) the proposed
issuance and sale by the Company from time to time of
promissory notes ("Bank Notes") to banks and of commercial
paper ("Commercial Paper Notes") to a commercial paper
dealer, all as described in the Application-Declaration.
On the basis of such review, and such other
considerations as we have deemed relevant, we are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Arkansas.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by Arkansas,
Gulf States, Louisiana, Mississippi, New Orleans, EOI,
ESI and SFI evidencing their respective borrowings from
the Company through the Money Pool; and
(d) the consummation by the Company of the
proposed transactions will not violate the legal rights
of the holders of any securities issued by the Company
or any associate company thereof.
We are members of the bar of the State of Arkansas
and do not hold ourselves out as experts on the laws of any
other state.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/S/Friday, Eldredge & Clark
FRIDAY, ELDREDGE & CLARK
EXHIBIT F-6
[Letterhead of Friday, Eldredge & Clark]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have acted as Counsel for Entergy Arkansas, Inc.
(the "Company"), and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by the
Company, Entergy Corporation ("Entergy"), Entergy Gulf
States, Inc. ("Gulf States"), Entergy Louisiana, Inc.
("Louisiana"), Entergy Mississippi, Inc. ("Mississippi"),
Entergy New Orleans, Inc. ("New Orleans"), System Energy
Resources, Inc. ("System Energy"), Entergy Operations, Inc.
("EOI"), Entergy Services, Inc. ("ESI") and System Fuels,
Inc. ("SFI"), relating to (i) the extension of the operation
of the Entergy System Money Pool ("Money Pool"), (ii) the
proposed loan by the Company from time to time of available
funds to Gulf States, Louisiana, Mississippi, New Orleans,
System Energy, EOI, ESI and SFI through the Money Pool and
the proposed acquisition by the Company from such companies
of promissory notes ("Money Pool Notes") in connection
therewith, (iii) the proposed borrowings by the Company from
time to time through the Money Pool and the proposed
issuance by the Company to Entergy, Gulf States, Louisiana,
Mississippi, New Orleans, System Energy, EOI, ESI and SFI of
promissory notes ("Company Notes") in connection therewith,
and (iv) the proposed issuance and sale by the Company from
time to time of promissory notes ("Bank Notes") to banks and
of commercial paper ("Commercial Paper Notes") to a
commercial paper dealer, all as described in the Application-
Declaration.
On the basis of such review, and such other
considerations as we have deemed relevant, we are of the
opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Arkansas.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended:
(a) insofar as the participation by the Company in
such transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and validly issued, the Company will legally
acquire the Money Pool Notes to be issued by Gulf
States, Louisiana, Mississippi, New Orleans, System
Energy, EOI, ESI and SFI evidencing their respective
borrowings from the Company through the Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
We are members of the bar of the State of Arkansas
and do not hold ourselves out as experts on the laws of any
other state.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/S/Friday, Eldredge & Clark
FRIDAY, ELDREDGE & CLARK
Exhibit F-7
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Gulf States, Inc.
(the "Company"), and, in such capacity, have reviewed the
joint Application-Declaration on Form U-1 to be filed by the
Company, Entergy Corporation ("Entergy"), Entergy Arkansas,
Inc. ("Arkansas"), Entergy Louisiana, Inc. ("Louisiana"),
Entergy Mississippi, Inc. ("Mississippi") and Entergy New
Orleans, Inc. ("New Orleans"), System Energy Resources, Inc.
("System Energy"), Entergy Operations, Inc. ("EOI"), Entergy
Services, Inc. ("ESI") and System Fuels, Inc. ("SFI"),
relating to (i) the extension of the operation of the
Entergy System Money Pool ("Money Pool"), (ii) the proposed
loan by the Company from time to time of available funds to
Arkansas, Louisiana, Mississippi, New Orleans, System
Energy, EOI, ESI and SFI through the Money Pool and the
proposed acquisition by the Company from such companies of
promissory notes ("Money Pool Notes") in connection
therewith, (iii) the proposed borrowings by the Company from
time to time through the Money Pool and the proposed
issuance by the Company to Entergy, Arkansas, Louisiana,
Mississippi, New Orleans, System Energy, EOI, ESI and SFI of
promissory notes ("Company Notes") in connection therewith,
and (iv) the proposed issuance and sale by the Company from
time to time of promissory notes ("Bank Notes") to banks and
of commercial paper ("Commercial Paper Notes") to a
commercial paper dealer, all as described in the Application-
Declaration.
On the basis of such review, and such other considerations
as I have deemed relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Texas.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and by any state
regulatory body having jurisdiction thereover, and are
consummated in accordance with the Application-Declaration,
as it may be amended:
(a) insofar as the participation by the Company in
said proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by Arkansas,
Louisiana, Mississippi, New Orleans, System Energy,
EOI, ESI and SFI evidencing their respective borrowings
from the Company through the Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
I am a member of the bar of the States of Louisiana,
Texas, and Virginia, respectively, and do not hold myself
out as an expert on the laws of any other state.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
General Attorney-
Corporate and Securities of
Entergy Services, Inc.
Exhibit F-8
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Louisiana, Inc.
("Louisiana") and Entergy New Orleans, Inc. ("New Orleans")
and, in such capacity, have reviewed the joint Application-
Declaration on Form U-1 to be filed by Louisiana, New
Orleans, Entergy Corporation ("Entergy"), Entergy Arkansas,
Inc. ("Arkansas"), Entergy Gulf States, Inc. ("Gulf
States"), Entergy Mississippi, Inc. ("Mississippi"), System
Energy Resources, Inc. ("System Energy"), Entergy
Operations, Inc. ("EOI"), Entergy Services, Inc. ("ESI") and
System Fuels, Inc. ("SFI"), relating to (i) the extension of
the operation of the Entergy System Money Pool ("Money
Pool"), (ii) the proposed loan by Louisiana from time to
time of available funds to Arkansas, Gulf States,
Mississippi, New Orleans, System Energy, EOI, ESI and SFI
through the Money Pool and by New Orleans from time to time
of available funds to Arkansas, Gulf States, Louisiana,
Mississippi, System Energy, EOI, ESI and SFI through the
Money Pool and the proposed acquisition by Louisiana from
Arkansas, Gulf States, Mississippi, New Orleans, System
Energy, EOI, ESI and SFI and by New Orleans from Arkansas,
Gulf States, Louisiana, Mississippi, System Energy, EOI, ESI
and SFI of promissory notes ("Money Pool Notes") in
connection therewith, (iii) the proposed borrowings by
Louisiana and New Orleans from time to time through the
Money Pool and the proposed issuance by Louisiana to
Entergy, Arkansas, Gulf States, Mississippi, New Orleans,
System Energy, EOI, ESI and SFI and by New Orleans to
Entergy, Arkansas, Gulf States, Louisiana, Mississippi,
System Energy, EOI, ESI and SFI of promissory notes
("Company Notes") in connection therewith, and (iv) the
proposed issuance and sale by Louisiana and New Orleans from
time to time of promissory notes ("Bank Notes") to banks and
of commercial paper ("Commercial Paper Notes") to a
commercial paper dealer, all as described in the Application-
Declaration.
On the basis of such review, and such other considerations
as I have deemed relevant, I am of the opinion that:
(1) Louisiana and New Orleans are each corporations
duly organized and validly existing under the laws of the
State of Louisiana.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Louisiana and New Orleans and by
any state regulatory body having jurisdiction thereover, and
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by Louisiana and
New Orleans in said transactions is concerned, all
state laws applicable thereto will have been complied
with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by Louisiana and by
New Orleans will be valid and binding obligations of
Louisiana and of New Orleans, respectively, in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and validly issued, Louisiana will legally
acquire the Money Pool Notes to be issued by Arkansas,
Gulf States, Mississippi, New Orleans, System Energy,
EOI, ESI and SFI evidencing their respective borrowings
from Louisiana through the Money Pool and New Orleans
will legally acquire the Money Pool Notes to be issued
by Arkansas, Gulf States, Louisiana, Mississippi,
System Energy, EOI, ESI and SFI evidencing their
respective borrowings from New Orleans through the
Money Pool; and
(d) the consummation by Louisiana and New Orleans of
the proposed transactions will not violate the legal
rights of the holders of any securities issued by
Louisiana and New Orleans, respectively, or any
associate company thereof.
I am a member of the bar of the State of Louisiana
and do not hold myself out as an expert on the laws of any
other state.
My consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/Denise C. Redmann
Denise C. Redmann
Senior Attorney-
Corporate and Securities of
Entergy Services, Inc.
Exhibit F-9
[Letterhead of Entergy Services, Inc.]
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I have acted as counsel for Entergy Mississippi, Inc. (the
"Company") and, in such capacity, have reviewed the joint
Application-Declaration on Form U-1 to be filed by the Company,
Entergy Corporation ("Entergy"), Entergy Arkansas, Inc.
("Arkansas"), Entergy Gulf States, Inc. ("Gulf States"), Entergy
Louisiana, Inc., Entergy New Orleans, Inc. ("New Orleans"),
System Energy Resources, Inc. ("System Energy"), Entergy
Operations, Inc. ("EOI"), Entergy Services, Inc. ("ESI") and
System Fuels, Inc. ("SFI"), relating to (i) the extension of the
operation of the Entergy System Money Pool ("Money Pool"), (ii)
the proposed loan by the Company from time to time of available
funds to Arkansas, Gulf States, Louisiana, New Orleans, System
Energy, EOI, ESI and SFI through the Money Pool and the proposed
acquisition by the Company from such companies of promissory
notes ("Money Pool Notes") in connection therewith, (iii) the
proposed borrowings by the Company from time to time through the
Money Pool and the proposed issuance by the Company to Entergy,
Arkansas, Gulf States, Louisiana, New Orleans, System Energy,
EOI, ESI and SFI of promissory notes ("Company Notes") in
connection therewith, and (iv) the proposed issuance and sale by
the Company from time to time of promissory notes ("Bank Notes")
to banks and of commercial paper ("Commercial Paper Notes") to a
commercial paper dealer, all as described in the Application-
Declaration.
On the basis of such review, and such other considerations as I
have deemed relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Mississippi.
(2) In the event that the proposed transactions shall
have been duly authorized by all necessary corporate actions on
the part of the Company and are consummated in accordance with
the Application-Declaration, as it may be amended:
(a) insofar as the participation by the Company in said
proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the Commercial
Paper Notes to be issued by the Company will be valid and
binding obligations of the Company in accordance with their
respective terms;
(c) assuming that they will have been duly authorized and
legally issued, the Company will legally acquire the Money
Pool Notes to be issued by Arkansas, Gulf States, Louisiana,
New Orleans, System Energy, EOI, ESI and SFI evidencing
their respective borrowings from the Company through the
Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
I am a member of the bar of the States of Louisiana and
Mississippi respectively, and do not hold myself out as an expert
on the laws of any other state.
My consent is hereby given to the filing of this opinion
as an exhibit to the Application-Declaration.
Very truly yours,
/s/Ann G. Roy
Ann G. Roy
Associate Counsel-
Corporate and Securities of
Entergy Services, Inc.
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 017
[NAME] ENTERGY CORPORATION & SUBSIDARIES (CONSOLIDATED)
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 16,302,630 16,302,630
[OTHER-PROPERTY-AND-INVEST] 762,084 762,084
[TOTAL-CURRENT-ASSETS] 2,354,492 2,354,492
[TOTAL-DEFERRED-CHARGES] 3,626,525 3,626,525
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 23,045,731 23,045,731
[COMMON] 2,300 2,300
[CAPITAL-SURPLUS-PAID-IN] 4,200,883 4,200,883
[RETAINED-EARNINGS] 2,231,591 2,231,591
[TOTAL-COMMON-STOCKHOLDERS-EQ] 6,394,346 6,394,346
[PREFERRED-MANDATORY] 227,985 227,985
[PREFERRED] 550,955 550,955
[LONG-TERM-DEBT-NET] 7,853,286 7,853,286
[SHORT-TERM-NOTES] 270,692 270,692
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 257,603 257,603
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 271,192 271,192
[LEASES-CURRENT] 149,812 149,812
[OTHER-ITEMS-CAPITAL-AND-LIAB] 7,069,860 7,069,860
[TOT-CAPITALIZATION-AND-LIAB] 23,045,731 23,045,731
[GROSS-OPERATING-REVENUE] 6,836,406 6,836,406
[INCOME-TAX-EXPENSE] 376,096 376,096
[OTHER-OPERATING-EXPENSES] 5,169,724 5,169,724
[TOTAL-OPERATING-EXPENSES] 5,545,820 5,545,820
[OPERATING-INCOME-LOSS] 1,290,586 1,290,586
[OTHER-INCOME-NET] (154,786) (154,786)
[INCOME-BEFORE-INTEREST-EXPEN] 1,135,800 1,135,800
[TOTAL-INTEREST-EXPENSE] 767,664 767,664
[NET-INCOME] 443,664 443,664
[PREFERRED-STOCK-DIVIDENDS] 75,528 75,528
[EARNINGS-AVAILABLE-FOR-COMM] 368,136 368,136
[COMMON-STOCK-DIVIDENDS] 410,095 410,095
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 022
[NAME] ENTERGY CORPORATION
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 0 0
[OTHER-PROPERTY-AND-INVEST] 6,649,033 6,649,033
[TOTAL-CURRENT-ASSETS] 54,942 54,942
[TOTAL-DEFERRED-CHARGES] 79,115 79,115
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 6,783,090 6,783,090
[COMMON] 2,300 2,300
[CAPITAL-SURPLUS-PAID-IN] 4,200,883 4,200,883
[RETAINED-EARNINGS] 2,231,591 2,231,591
[TOTAL-COMMON-STOCKHOLDERS-EQ] 6,394,346 6,394,346
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[LONG-TERM-DEBT-NET] 0 0
[SHORT-TERM-NOTES] 270,000 270,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 0 0
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 0 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 118,744 118,744
[TOT-CAPITALIZATION-AND-LIAB] 6,783,090 6,783,090
[GROSS-OPERATING-REVENUE] 0 0
[INCOME-TAX-EXPENSE] (10,858) (10,858)
[OTHER-OPERATING-EXPENSES] 58,859 58,859
[TOTAL-OPERATING-EXPENSES] 48,001 48,001
[OPERATING-INCOME-LOSS] (48,001) (48,001)
[OTHER-INCOME-NET] 423,065 423,065
[INCOME-BEFORE-INTEREST-EXPEN] 375,064 375,064
[TOTAL-INTEREST-EXPENSE] 6,928 6,928
[NET-INCOME] 368,136 368,136
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 368,136 368,136
[COMMON-STOCK-DIVIDENDS] 410,095 410,095
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 034
[NAME] ENTERGY SERVICES, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 78,639 78,639
[OTHER-PROPERTY-AND-INVEST] 0 0
[TOTAL-CURRENT-ASSETS] 100,331 202,118
[TOTAL-DEFERRED-CHARGES] 2,208 2,208
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 181,178 181,178
[COMMON] 20 20
[CAPITAL-SURPLUS-PAID-IN] 0 0
[RETAINED-EARNINGS] 0 0
[TOTAL-COMMON-STOCKHOLDERS-EQ] 20 20
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[LONG-TERM-DEBT-NET] 0 0
[SHORT-TERM-NOTES] 48,213 48,213
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 0 0
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 0 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 132,945 132,945
[TOT-CAPITALIZATION-AND-LIAB] 181,178 181,178
[GROSS-OPERATING-REVENUE] 397,968 403,424
[INCOME-TAX-EXPENSE] (21) (21)
[OTHER-OPERATING-EXPENSES] 394,371 394,371
[TOTAL-OPERATING-EXPENSES] 394,350 394,350
[OPERATING-INCOME-LOSS] 3,618 9,074
[OTHER-INCOME-NET] 0 0
[INCOME-BEFORE-INTEREST-EXPEN] 3,618 9,074
[TOTAL-INTEREST-EXPENSE] 3,618 9,074
[NET-INCOME] 0 0
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 0 0
[COMMON-STOCK-DIVIDENDS] 0 0
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 019
[NAME] SYSTEM FUELS, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 0 0
[OTHER-PROPERTY-AND-INVEST] 17,792 17,792
[TOTAL-CURRENT-ASSETS] 93,073 93,073
[TOTAL-DEFERRED-CHARGES] 326 326
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 111,191 111,191
[COMMON] 20 20
[CAPITAL-SURPLUS-PAID-IN] 0 0
[RETAINED-EARNINGS] 0 0
[TOTAL-COMMON-STOCKHOLDERS-EQ] 34,020 34,020
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[LONG-TERM-DEBT-NET] 0 0
[SHORT-TERM-NOTES] 48,687 95,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 0 0
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 2,861 2,861
[OTHER-ITEMS-CAPITAL-AND-LIAB] 25,623 25,623
[TOT-CAPITALIZATION-AND-LIAB] 111,191 111,191
[GROSS-OPERATING-REVENUE] 14,893 17,375
[INCOME-TAX-EXPENSE] 405 405
[OTHER-OPERATING-EXPENSES] 13,195 13,195
[TOTAL-OPERATING-EXPENSES] 13,600 13,600
[OPERATING-INCOME-LOSS] 1,293 3,775
[OTHER-INCOME-NET] 0 0
[INCOME-BEFORE-INTEREST-EXPEN] 1,293 3,775
[TOTAL-INTEREST-EXPENSE] 1,293 3,775
[NET-INCOME] 0 0
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 0 0
[COMMON-STOCK-DIVIDENDS] 0 0
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 018
[NAME] SYSTEM ENERGY RESOURCES, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 2,596,061 2,596,061
[OTHER-PROPERTY-AND-INVEST] 50,020 50,020
[TOTAL-CURRENT-ASSETS] 238,926 374,292
[TOTAL-DEFERRED-CHARGES] 546,435 546,435
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 3,431,442 3,566,808
[COMMON] 789,350 789,350
[CAPITAL-SURPLUS-PAID-IN] 0 0
[RETAINED-EARNINGS] 86,532 81,898
[TOTAL-COMMON-STOCKHOLDERS-EQ] 875,882 871,248
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[LONG-TERM-DEBT-NET] 1,471,336 1,471,336
[SHORT-TERM-NOTES] 0 140,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 0 0
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 25,664 25,664
[LEASES-CURRENT] 28,000 28,000
[OTHER-ITEMS-CAPITAL-AND-LIAB] 1,030,560 1,030,560
[TOT-CAPITALIZATION-AND-LIAB] 3,431,442 3,566,808
[GROSS-OPERATING-REVENUE] 612,136 612,136
[INCOME-TAX-EXPENSE] 80,575 77,705
[OTHER-OPERATING-EXPENSES] 292,680 292,680
[TOTAL-OPERATING-EXPENSES] 373,255 370,385
[OPERATING-INCOME-LOSS] 238,881 241,751
[OTHER-INCOME-NET] 4,460 4,460
[INCOME-BEFORE-INTEREST-EXPEN] 243,341 246,211
[TOTAL-INTEREST-EXPENSE] 149,757 157,261
[NET-INCOME] 93,584 88,950
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 0 0
[COMMON-STOCK-DIVIDENDS] 91,500 91,500
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 026
[NAME] ENTERGY OPERATIONS, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 0 0
[OTHER-PROPERTY-AND-INVEST] 5,250 5,250
[TOTAL-CURRENT-ASSETS] 28,936 39,434
[TOTAL-DEFERRED-CHARGES] 1,980 1,980
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 36,166 36,166
[COMMON] 5 5
[CAPITAL-SURPLUS-PAID-IN] 995 995
[RETAINED-EARNINGS] 0 0
[TOTAL-COMMON-STOCKHOLDERS-EQ] 1,000 1,000
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[LONG-TERM-DEBT-NET] 0 0
[SHORT-TERM-NOTES] 9,502 20,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 0 0
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 0 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 25,664 25,664
[TOT-CAPITALIZATION-AND-LIAB] 36,166 46,664
[GROSS-OPERATING-REVENUE] 599,468 600,031
[INCOME-TAX-EXPENSE] 1,578 1,578
[OTHER-OPERATING-EXPENSES] 597,022 597,022
[TOTAL-OPERATING-EXPENSES] 598,600 598,600
[OPERATING-INCOME-LOSS] 868 1,431
[OTHER-INCOME-NET] 0 0
[INCOME-BEFORE-INTEREST-EXPEN] 868 1,431
[TOTAL-INTEREST-EXPENSE] 868 1,431
[NET-INCOME] 0 0
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 0 0
[COMMON-STOCK-DIVIDENDS] 0 0
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 001
[NAME] ENTERGY ARKANSAS, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 2,851,569 2,851,569
[OTHER-PROPERTY-AND-INVEST] 190,713 190,713
[TOTAL-CURRENT-ASSETS] 611,333 838,678
[TOTAL-DEFERRED-CHARGES] 547,141 547,141
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 4,200,756 4,428,101
[COMMON] 470 470
[CAPITAL-SURPLUS-PAID-IN] 590,794 590,794
[RETAINED-EARNINGS] 543,182 535,527
[TOTAL-COMMON-STOCKHOLDERS-EQ] 1,134,446 1,126,791
[PREFERRED-MANDATORY] 45,027 45,027
[PREFERRED] 176,350 176,350
[LONG-TERM-DEBT-NET] 1,253,743 1,253,743
[SHORT-TERM-NOTES] 667 235,667
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 32,900 32,900
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 106,862 106,862
[LEASES-CURRENT] 52,660 52,660
[OTHER-ITEMS-CAPITAL-AND-LIAB] 1,398,101 1,398,101
[TOT-CAPITALIZATION-AND-LIAB] 4,200,756 4,428,101
[GROSS-OPERATING-REVENUE] 1,747,544 1,747,544
[INCOME-TAX-EXPENSE] 66,767 61,826
[OTHER-OPERATING-EXPENSES] 1,446,008 1,446,008
[TOTAL-OPERATING-EXPENSES] 1,512,775 1,507,834
[OPERATING-INCOME-LOSS] 234,769 239,710
[OTHER-INCOME-NET] 25,876 25,876
[INCOME-BEFORE-INTEREST-EXPEN] 260,645 265,586
[TOTAL-INTEREST-EXPENSE] 107,558 120,154
[NET-INCOME] 153,087 145,432
[PREFERRED-STOCK-DIVIDENDS] 17,871 17,871
[EARNINGS-AVAILABLE-FOR-COMM] 135,216 127,561
[COMMON-STOCK-DIVIDENDS] 128,400 128,400
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 006
[NAME] ENTERGY GULF STATES, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 4,671,224 4,671,224
[OTHER-PROPERTY-AND-INVEST] 59,459 59,459
[TOTAL-CURRENT-ASSETS] 759,999 1,089,143
[TOTAL-DEFERRED-CHARGES] 1,026,832 1,026,832
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 6,517,514 6,846,658
[COMMON] 114,055 114,055
[CAPITAL-SURPLUS-PAID-IN] 1,152,592 1,152,592
[RETAINED-EARNINGS] 238,301 227,445
[TOTAL-COMMON-STOCKHOLDERS-EQ] 1,504,948 1,494,092
[PREFERRED-MANDATORY] 83,450 83,450
[PREFERRED] 136,444 136,444
[LONG-TERM-DEBT-NET] 2,093,682 2,093,682
[SHORT-TERM-NOTES] 0 340,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 160,425 160,425
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 98,295 98,295
[LEASES-CURRENT] 38,086 38,086
[OTHER-ITEMS-CAPITAL-AND-LIAB] 2,252,184 2,252,184
[TOT-CAPITALIZATION-AND-LIAB] 6,517,514 6,846,658
[GROSS-OPERATING-REVENUE] 1,965,217 1,965,217
[INCOME-TAX-EXPENSE] 75,110 67,742
[OTHER-OPERATING-EXPENSES] 1,567,202 1,567,202
[TOTAL-OPERATING-EXPENSES] 1,642,312 1,634,944
[OPERATING-INCOME-LOSS] 322,905 330,273
[OTHER-INCOME-NET] (157,334) (157,334)
[INCOME-BEFORE-INTEREST-EXPEN] 165,571 172,939
[TOTAL-INTEREST-EXPENSE] 194,757 212,981
[NET-INCOME] (29,186) (40,042)
[PREFERRED-STOCK-DIVIDENDS] 28,912 28,912
[EARNINGS-AVAILABLE-FOR-COMM] (58,098) (68,954)
[COMMON-STOCK-DIVIDENDS] 0 0
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 012
[NAME] ENTERGY LOUISIANA, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 3,490,330 3,490,330
[OTHER-PROPERTY-AND-INVEST] 79,134 79,134
[TOTAL-CURRENT-ASSETS] 341,336 511,462
[TOTAL-DEFERRED-CHARGES] 404,897 404,897
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 4,315,697 4,485,823
[COMMON] 1,088,900 1,088,900
[CAPITAL-SURPLUS-PAID-IN] (4,542) (4,542)
[RETAINED-EARNINGS] 107,696 101,895
[TOTAL-COMMON-STOCKHOLDERS-EQ] 1,192,054 1,186,253
[PREFERRED-MANDATORY] 92,509 92,509
[PREFERRED] 160,500 160,500
[LONG-TERM-DEBT-NET] 1,391,058 1,391,058
[SHORT-TERM-NOTES] 49,073 225,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 16,263 16,263
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 26,405 26,405
[LEASES-CURRENT] 28,000 28,000
[OTHER-ITEMS-CAPITAL-AND-LIAB] 1,359,835 1,359,835
[TOT-CAPITALIZATION-AND-LIAB] 4,315,697 4,485,823
[GROSS-OPERATING-REVENUE] 1,790,452 1,790,452
[INCOME-TAX-EXPENSE] 122,816 119,187
[OTHER-OPERATING-EXPENSES] 1,330,445 1,330,445
[TOTAL-OPERATING-EXPENSES] 1,453,261 1,449,632
[OPERATING-INCOME-LOSS] 337,191 340,820
[OTHER-INCOME-NET] 3,610 3,610
[INCOME-BEFORE-INTEREST-EXPEN] 340,801 344,430
[TOTAL-INTEREST-EXPENSE] 132,493 141,923
[NET-INCOME] 208,308 202,507
[PREFERRED-STOCK-DIVIDENDS] 20,665 20,665
[EARNINGS-AVAILABLE-FOR-COMM] 187,643 181,842
[COMMON-STOCK-DIVIDENDS] 185,500 185,500
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 016
[NAME] ENTERGY MISSISSIPPI, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 1,024,065 1,024,065
[OTHER-PROPERTY-AND-INVEST] 11,136 11,136
[TOTAL-CURRENT-ASSETS] 296,817 394,272
[TOTAL-DEFERRED-CHARGES] 239,368 239,368
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 1,571,386 1,668,841
[COMMON] 199,326 199,326
[CAPITAL-SURPLUS-PAID-IN] (143) (143)
[RETAINED-EARNINGS] 254,566 251,230
[TOTAL-COMMON-STOCKHOLDERS-EQ] 453,749 450,413
[PREFERRED-MANDATORY] 7,000 7,000
[PREFERRED] 57,881 57,881
[LONG-TERM-DEBT-NET] 494,963 494,963
[SHORT-TERM-NOTES] 2,209 103,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 36,015 36,015
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 0 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 519,569 519,569
[TOT-CAPITALIZATION-AND-LIAB] 1,571,386 1,668,841
[GROSS-OPERATING-REVENUE] 937,509 937,509
[INCOME-TAX-EXPENSE] 41,834 39,768
[OTHER-OPERATING-EXPENSES] 768,524 768,524
[TOTAL-OPERATING-EXPENSES] 810,358 808,292
[OPERATING-INCOME-LOSS] 127,151 129,217
[OTHER-INCOME-NET] 2,879 2,879
[INCOME-BEFORE-INTEREST-EXPEN] 130,030 132,096
[TOTAL-INTEREST-EXPENSE] 48,972 54,374
[NET-INCOME] 81,058 77,722
[PREFERRED-STOCK-DIVIDENDS] 6,904 6,904
[EARNINGS-AVAILABLE-FOR-COMM] 74,154 70,818
[COMMON-STOCK-DIVIDENDS] 62,300 62,300
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
[ARTICLE] OPUR1
[SUBSIDIARY]
[NUMBER] 017
[NAME] ENTERGY NEW ORLEANS, INC.
[MULTIPLIER] 1,000
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS 3-MOS
[FISCAL-YEAR-END] DEC-31-1995 DEC-31-1995
[PERIOD-END] JUN-30-1996 JUN-30-1996
[BOOK-VALUE] PER-BOOK PRO-FORMA
[TOTAL-NET-UTILITY-PLANT] 293,638 293,638
[OTHER-PROPERTY-AND-INVEST] 3,259 3,259
[TOTAL-CURRENT-ASSETS] 129,810 163,656
[TOTAL-DEFERRED-CHARGES] 142,931 142,931
[OTHER-ASSETS] 0 0
[TOTAL-ASSETS] 569,638 603,484
[COMMON] 33,744 33,744
[CAPITAL-SURPLUS-PAID-IN] 36,294 36,294
[RETAINED-EARNINGS] 80,274 79,120
[TOTAL-COMMON-STOCKHOLDERS-EQ] 150,312 149,158
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 19,780 19,780
[LONG-TERM-DEBT-NET] 168,855 168,855
[SHORT-TERM-NOTES] 0 35,000
[LONG-TERM-NOTES-PAYABLE] 0 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0 0
[LONG-TERM-DEBT-CURRENT-PORT] 12,000 12,000
[PREFERRED-STOCK-CURRENT] 0 0
[CAPITAL-LEASE-OBLIGATIONS] 0 0
[LEASES-CURRENT] 0 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 218,691 218,691
[TOT-CAPITALIZATION-AND-LIAB] 569,638 603,484
[GROSS-OPERATING-REVENUE] 503,835 503,835
[INCOME-TAX-EXPENSE] 20,922 20,200
[OTHER-OPERATING-EXPENSES] 429,303 429,303
[TOTAL-OPERATING-EXPENSES] 450,225 449,503
[OPERATING-INCOME-LOSS] 53,610 54,332
[OTHER-INCOME-NET] 1,612 1,612
[INCOME-BEFORE-INTEREST-EXPEN] 55,222 55,944
[TOTAL-INTEREST-EXPENSE] 17,374 19,250
[NET-INCOME] 37,848 36,694
[PREFERRED-STOCK-DIVIDENDS] 0 0
[EARNINGS-AVAILABLE-FOR-COMM] 37,848 36,694
[COMMON-STOCK-DIVIDENDS] 43,700 43,700
[TOTAL-INTEREST-ON-BONDS] 0 0
[CASH-FLOW-OPERATIONS] 0 0
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
</TABLE>
EXHIBIT B-1(a)
[Form of Money Pool Note to be used by Money Pool
Borrowers other than System Energy Resources, Inc.]
$_____,000,000 ___________________, 19__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned
_____________ (the "Borrower") promises to pay to the order of
________________ (the "Lender") at the office of Hibernia
National Bank, 313 Carondelet Street, New Orleans, Louisiana
("Bank"), in lawful money of the United States of America, the
principal amount of ____________________ Million Dollars
($___,000,000) or, if less than such principal amount, the
aggregate unpaid principal amount of all loans outstanding, or
any portion of such loans as determined by the Lender, made by
the Lender to the Borrower through the Entergy System Money Pool
("Money Pool") pursuant to the authorization in effect from time
to time of the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935. The Borrower further
promises to pay interest on the principal amount of this Note,
or, if less, the unpaid balance thereof, in like money, at said
office of the Bank, from the date of this Note, at a rate of
interest, calculated on a daily basis, equal to the Daily
Weighted Average Investment Rate of the Money Pool portfolio in
effect from time to time calculated in accordance with the
following paragraph; provided, however, that in the event that on
and as of any particular day there are no excess funds invested
in the Money Pool portfolio, the Daily Federal Funds Effective
Rate as quoted by the Federal Reserve Bank of New York will be
the rate of interest applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio outstanding as of
such day by (B) 360, and dividing the product thereof by the
total amount invested in the Money Pool portfolio as of such day.
For purposes of calculating the daily interest payable on each
investment in the Money Pool portfolio in (A) above, the original
cost of each such investment shall be multiplied by its
respective yield and the product shall be divided by 360.
The amount of each loan made by the Lender to the
Borrower through the Money Pool, and the amount of each payment
of principal by the Borrower to the Lender, shall be evidenced
and determined by reference to the appropriate accounting and
computer records maintained by Entergy Services, Inc., as
administrator of the Money Pool.
Interest on this Note shall be payable monthly for the
preceding month not later than the second business day of each
month, commencing on the first such day after the date of this
Note.
In case this Note should be placed in the hands of an
attorney to institute legal proceedings to recover the amount
hereof or any part hereof, in principal or interest, or to
protect the interests of the holder or holders hereof, or in case
the same should be placed in the hands of an attorney for
collection, compromise or other action, the Borrower binds itself
to pay the reasonable fee of the attorney who may be employed for
that purpose.
The Borrower hereby waives presentment for payment,
demand, notice of non-payment, protest and all pleas of division
and discussion, and agrees that the time of payment hereof may be
extended from time to time, one or more times, without notice of
such extension or extensions and without previous consent.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused this
Note to be executed by its officer(s) hereunto duly authorized.
______________________________
By:___________________________
Title:
______________________________
By:___________________________
Title:
EXHIBIT B-1(b)
[Form of System Energy Resources, Inc. Money Pool Note]
$____,000,000 __________________, 19__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned System
Energy Resources, Inc. (the "Borrower") promises to pay to the
order of ______________________ (the "Lender") at the office of
Hibernia National Bank, 313 Carondelet Street, New Orleans,
Louisiana (the "Bank"), in lawful money of the United States of
America, the principal amount of ________ Million Dollars
($____,000,000), or, if less than such principal amount, the
aggregate unpaid principal amount of all loans outstanding, or
any portion of such loans as determined by the Lender, made by
the Lender to the Borrower through the Entergy System Money Pool
("Money Pool") pursuant to authorization in effect from time to
time of the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935. The Borrower further
promises to pay interest on the principal amount of this Note or,
if less, the unpaid balance thereof, in like money at said office
of the Bank, from the date of this Note, at a rate of interest,
calculated on a daily basis, equal to the Daily Weighted Average
Investment Rate of the Money Pool portfolio in effect from time
to time; provided, however, that in the event that on and as of
any particular day there are no excess Money Pool funds invested
in the Money Pool portfolio, the Daily Federal Funds Effective
Rate as quoted by the Federal Reserve Bank of New York will be
the rate of interest applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio outstanding as of
such day by (B) 360, and dividing the product thereof by the
total amount invested in the Money Pool portfolio as of such day.
For purposes of calculating the daily interest payable on each
investment in the Money Pool portfolio in (A) above, the original
cost of each such investment shall be multiplied by its
respective yield and the product shall be divided by 360.
The amount of each loan made by the Lender to the Borrower
through the Money Pool, and the amount of each payment of
principal by the Borrower to the Lender, shall be evidenced and
determined by reference to the appropriate accounting and
computer records maintained by Entergy Services, Inc., as
administrator of the Money Pool.
Interest on this Note shall be payable monthly for the
preceding month not later than the second business day of each
month, commencing on the first such day after the date of this
Note.
In case this Note should be placed in the hands of an
attorney to institute legal proceedings to recover the amount
hereof or any part hereof, in principal or interest, or to
protect the interests of the holder or holders hereof, or in case
the same should be placed in the hands of an attorney for
collection, compromise or other action, the Borrower binds itself
to pay the reasonable fee of the attorney who may be employed for
that purpose.
The Borrower hereby waives presentment for payment,
demand, notice of non-payment, protest and all pleas of division
and discussion, and agrees that the time of payment hereof may be
extended from time to time, one or more times, without notice of
such extension or extensions and without previous consent.
The unpaid principal amount of this Note may be prepaid,
in whole at any time or in part from time to time, without
premium or penalty.
The indebtedness represented by this Note has been marked
on the books of the Borrower as subordinated indebtedness and, as
such, is subordinated and junior in right of payment to the
Obligations (as defined below) of the Borrower, all to the extent
and in the manner set forth below:
(i)if there shall occur an event of default (after the
expiration of any applicable notice and/or grace period(s))
relating to any Obligations of the Borrower, then so long as
such event of default shall be continuing and shall not have
been cured or waived, or unless and until all such
Obligations so in default shall have been paid in full in
money or moneys worth at the time of receipt, no payment of
principal and premium, if any, or interest shall be made
upon this Note; and
(ii)in the event of any insolvency, bankruptcy,
liquidation, reorganization or other similar case or
proceedings, or any receivership proceedings in connection
therewith, relative to the Borrower or its creditors or its
property, and in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of the
Borrower, whether or not involving insolvency or bankruptcy
proceedings, then the Obligations shall first be paid in
full in money or moneys worth at the time of receipt, or
payment thereof shall have been provided for, before any
payment on account of principal, premium, if any, or
interest is made upon this Note.
As used in the preceding paragraph, the term "Obligations"
shall mean obligations of the Borrower relating to indebtedness
for borrowed money of the Borrower to any non-affiliated entity,
the terms of which include provisions requiring that the
Borrower's indebtedness to one or more of its affiliated entities
be deemed subordinated indebtedness.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused this Note
to be executed by its officer hereunto duly authorized.
SYSTEM ENERGY RESOURCES, INC.
By:___________________________
Title:
EXHIBIT B-2(b)
AMENDMENT NO. 4 TO LOAN AGREEMENT
THIS AMENDMENT NO. 4, made and entered into as of November
30, 1996 to the Loan Agreement, dated as of June 6, 1990, as
amended ("Loan Agreement"), between Entergy Operations, Inc.
(hereinafter referred to as "Entergy Operations"), a corporation
organized under the laws of Delaware and having its principal
place of business at Echelon One, Jackson, Mississippi, and
Entergy Corporation (hereinafter referred to as "Entergy"), a
corporation organized under the laws of Delaware and having its
principal place of business at 639 Loyola Avenue, New Orleans,
Louisiana.
WHEREAS, Entergy Operations and Entergy have heretofore
entered into the Loan Agreement, and Entergy Operations and
Entergy desire, upon the terms and subject to the conditions
herein set forth, to further amend the Loan Agreement in the
manner and to the extent hereinafter provided; and
WHEREAS, on _________ __, 1996, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-__________;
70-______) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by Entergy Operations from Entergy as
contemplated herein.
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto agree as follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "Fourth
Amendment Effective Date"), Entergy Operations shall
have the right to borrow and reborrow from Entergy and
Entergy agrees to lend to Entergy Operations, from time
to time, on and after the Fourth Amendment Effective
Date, through November 30, 2001, an aggregate principal
amount not to exceed Twenty Million Dollars
($20,000,000) at any one time outstanding; provided,
however, that the amount of Entergy's commitment
hereunder shall be correspondingly reduced by the
commitment(s) of any bank or banks to lend money to
Entergy Operations for such period as the commitment(s)
of any such bank or banks shall remain in effect (the
amount of Entergy's commitment hereunder as from time
to time in effect being hereinafter referred to as the
"Commitment"). Borrowings hereunder shall be in
addition to borrowings by Entergy Operations from time
to time through the Entergy System Money Pool or
through other financing arrangements as may be entered
into by Entergy Operations."
(b) The Loan Agreement is hereby further amended by restating
the third sentence of Paragraph 2 thereof to read as follows:
"The Note shall (i) be payable to the order of
Entergy, (ii) be dated the Fourth Amendment Effective
Date, (iii) be stated to mature on November 30, 2001, and
(iv) bear interest as provided in paragraph 3 hereof."
(c) The Loan Agreement is hereby further amended by restating
the first sentence of Paragraph 3 thereof to read as follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the prime
rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by restating
the second sentence of Paragraph 4 thereof to read as follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening of
business on the day on which such change in the WSJ Rate
shall become effective."
II. Issuance of New Note.
On the Fourth Amendment Effective Date, Entergy Operations
will execute and deliver to Entergy a note in the form annexed
hereto as Exhibit A, and the Note dated November 30, 1994 shall
be deemed replaced and superseded thereby. Thereafter, such new
Note shall evidence the borrowings of Entergy Operations from
Entergy under the Loan Agreement as amended hereby.
III. Miscellaneous.
(a) Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect in accordance with the
provisions thereof.
(b) This Amendment No. 4 shall be construed in accordance with
and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first above written.
ENTERGY OPERATIONS, INC.
By:___________________________
Title:________________________
ENTERGY CORPORATION
By:___________________________
Title:________________________
<PAGE>
EXHIBIT A
[FORM OF NOTE]
$20,000,000 November 30, 1996
New Orleans, Louisiana
FOR VALUE RECEIVED, ENTERGY OPERATIONS, INC. ("Entergy
Operations") promises to pay to the order of ENTERGY CORPORATION
("Entergy"), on November 30, 2001 at its office located at 639
Loyola Avenue, New Orleans, Louisiana 70113, in lawful money of
the United States of America, the principal amount of Twenty
Million Dollars ($20,000,000) or, if less, the aggregate unpaid
principal amount of all loans made by Entergy to Entergy
Operations pursuant to the Loan Agreement referred to below, and
to pay interest in like money at said office on the unpaid
principal amount hereof from the date hereof, payable quarterly
in arrears on the first business day of each April, July, October
and January, commencing January 1, 1997, and upon termination of
the Commitment under said Loan Agreement, at a rate per annum
equal from time to time to the WSJ Rate as defined in said Loan
Agreement.
This Note is the Note referred to in Amendment No. 4,
dated as of November 30, 1996 ("Amendment No. 4"), to the Loan
Agreement, dated as of June 6, 1990, as amended ("Loan
Agreement"), between Entergy Operations and Entergy, and is
entitled to the benefits and subject to the provisions thereof.
All loans made by Entergy to Entergy Operations pursuant
to the Loan Agreement, and all payments made on the account of
the principal hereof, shall be evidenced and determined by
reference to the appropriate accounting and computer records
maintained by Entergy Services, Inc.
The unpaid principal amount of this Note may be prepaid,
in whole at any time or in part from time to time, without
premium or penalty, and is subject to mandatory prepayment under
the circumstances and to the extent set forth in the Loan
Agreement.
Upon the occurrence of a default as specified in the Loan
Agreement, the loan commitment under the Loan Agreement may be
terminated and the principal amount then remaining unpaid on this
Note, and accrued interest thereon, may be declared to be
immediately due and payable all as provided in the Loan
Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
ENTERGY OPERATIONS, INC.
By:__________________________
Title:_________________________
EXHIBIT B-3(b)
AMENDMENT NO. 3 TO LOAN AGREEMENT
THIS AMENDMENT NO. 3, made and entered into as of November
30, 1996 to the Loan Agreement, dated as of September 18, 1991,
as amended ("Loan Agreement"), between Entergy Services, Inc.
(hereinafter referred to as "Services"), a corporation organized
under the laws of Delaware and having its principal place of
business at 639 Loyola Avenue, New Orleans, Louisiana, and
Entergy Corporation (hereinafter referred to as "Entergy"), a
corporation organized under the laws of Delaware and having its
principal place of business at 639 Loyola Avenue, New Orleans,
Louisiana.
WHEREAS, Services and Entergy have heretofore entered into
the Loan Agreement, and Services and Entergy desire, upon the
terms and subject to the conditions herein set forth, to amend
the Loan Agreement in the manner and to the extent hereinafter
provided; and
WHEREAS, on _________ __, 1996, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-__________;
70-______) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by Services from Entergy as
contemplated herein.
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto agree as follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "Third
Amendment Effective Date"), Services shall have the
right to borrow and reborrow from Entergy and Entergy
agrees to lend to Services, from time to time, through
November 30, 2001, an aggregate principal amount not to
exceed One Hundred Fifty Million Dollars ($150,000,000)
at any one time outstanding; provided, however, that
the amount of Entergy's commitment hereunder shall be
correspondingly reduced by the commitment(s) of any
bank or banks to lend money to Services for such period
as the commitment(s) of any such bank or banks shall
remain in effect (the amount of Entergy's commitment
hereunder as from time to time in effect being
hereinafter referred to as the "Commitment").
Borrowings hereunder shall be in addition to borrowings
by Services from time to time through the Entergy
System Money Pool or through such other financing
arrangements as may be entered into by Services."
(b) The Loan Agreement is hereby further amended by restating
the third sentence of Paragraph 2 thereof to read as follows:
"The Note shall (i) be payable to the order of
Entergy, (ii) be dated the Third Amendment Effective
Date, (iii) be stated to mature on November 30, 2001, and
(iv) bear interest as provided in paragraph 3 hereof."
(c) The Loan Agreement is hereby further amended by restating
the first sentence of Paragraph 3 thereof to read as follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the prime
rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by restating
the second sentence of Paragraph 4 thereof to read as follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening of
business on the day on which such change in the WSJ Rate
shall become effective."
II. Issuance of New Note.
On the Third Amendment Effective Date, Services will
execute and deliver to Entergy a note in the form annexed hereto
as Exhibit A, and the Note dated November 30, 1994 shall be
deemed replaced and superseded thereby. Thereafter such new Note
will evidence the borrowings of Services from Entergy under the
Loan Agreement as amended hereby.
III. Miscellaneous.
(c) Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect in accordance with the
provisions thereof.
(d) This Amendment No. 3 shall be construed in accordance with
and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereof have executed this
Amendment as of the date and year first above written.
ENTERGY SERVICES, INC.
By:___________________________
Title:_________________________
ENTERGY CORPORATION
By:___________________________
Title:__________________________
<PAGE>
EXHIBIT A
FORM OF NOTE
$150,000,000 November 30, 1996
New Orleans, Louisiana
FOR VALUE RECEIVED, ENTERGY SERVICES, INC.
("Services") promises to pay to the order of ENTERGY CORPORATION
("Entergy"), on November 30, 2001 at its office located at 639
Loyola Avenue, New Orleans, Louisiana 70113, in lawful money of
the United States of America, the principal amount of One Hundred
Fifty Million Dollars ($150,000,000) or, if less, the aggregate
unpaid principal amount of all loans made by Entergy to Services
pursuant to the Loan Agreement referred to below, and to pay
interest in like money at said office on the unpaid principal
amount hereof from the date hereof, payable quarterly in arrears
on the first business day of each April, July, October and
January, commencing on January 1, 1997, and upon termination of
the loan commitment under said Loan Agreement, at a rate per
annum equal from time to time to the WSJ Rate as defined in said
Loan Agreement.
This Note is the Note referred to in Amendment No. 3,
dated as of November 30, 1996 ("Amendment No. 3"), to the Loan
Agreement, dated as of September 18, 1991, as amended ("Loan
Agreement"), between Services and Entergy, and is entitled to the
benefits and subject to the provisions thereof.
All loans made by Entergy to Services pursuant to the
Loan Agreement, and all payments made on the account of the
principal hereof, shall be recorded by Entergy on a schedule
which by this reference is incorporated herein and made a part of
this Note.
The unpaid principal amount of this Note may be pre
paid, in whole at any time or in part from time to time, without
premium or penalty, and is subject to mandatory prepayment under
the circumstances and to the extent set forth in the Loan
Agreement.
Upon the occurrence of a default as specified in the
Loan Agreement, the principal amount then remaining unpaid on
this Note, and accrued interest thereon, may be declared to be
immediately due and payable as provided in the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
ENTERGY SERVICES, INC.
By:_______________________
Title:____________________
EXHIBIT B-4(b)
AMENDMENT NO. 1 TO LOAN AGREEMENT
THIS AMENDMENT NO. 1, made and entered into as of
November 30, 1996 to the Loan Agreement, dated as of March 21,
1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter
referred to as "SFI"), a corporation organized under the laws of
Louisiana and having its principal place of business at 350 Pine
Street, Beaumont, Texas, and Entergy Corporation (hereinafter
referred to as "Entergy"), a corporation organized under the laws
of Delaware and having its principal place of business at 639
Loyola Avenue, New Orleans, Louisiana.
WHEREAS, SFI and Entergy have heretofore entered into
the Loan Agreement, and SFI and Entergy desire, upon the terms
and subject to the conditions herein set forth, to amend the Loan
Agreement in the manner and to the extent hereinafter provided;
and
WHEREAS, on _________ __, 1996, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-__________;
70-______) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by SFI from Entergy as contemplated
herein.
NOW THEREFORE, in consideration of the premises and
of the mutual agreements herein, the parties hereto agree as
follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "First
Amendment Effective Date"), SFI shall have the right to
borrow and reborrow from Entergy and Entergy agrees to
lend to SFI, from time to time, through November 30,
2001, an aggregate principal amount not to exceed
Ninety-five Million Dollars ($95,000,000) at any one
time outstanding; provided, however, that the amount of
Entergy's commitment hereunder shall be correspondingly
reduced by the commitment(s) of any bank or banks to
lend money to SFI for such period as the commitment(s)
of any such bank or banks shall remain in effect (the
amount of Entergy's commitment hereunder as from time
to time in effect being hereinafter referred to as the
"Commitment"). Borrowings hereunder shall be in
addition to borrowings by SFI from time to time through
the Entergy System Money Pool or through such other
financing arrangements as may be entered into by SFI."
(b) The Loan Agreement is hereby further amended by
restating the third sentence of Paragraph 2 thereof to read as
follows:
"The Note shall (i) be payable to the order of
Entergy, (ii) be dated the First Amendment Effective
Date, (iii) be stated to mature on November 30, 2001,
and (iv) bear interest as provided in paragraph 3
hereof."
(c) The Loan Agreement is hereby further amended by
restating the first sentence of Paragraph 3 thereof to read as
follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the
prime rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by
restating the second sentence of Paragraph 4 thereof to read as
follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening
of business on the day on which such change in the WSJ
Rate shall become effective."
II. Issuance of New Note.
On the First Amendment Effective Date, SFI will
execute and deliver to Entergy a note in the form annexed hereto
as Exhibit A, and the Note dated November 30, 1994 shall be
deemed replaced and superseded thereby. Thereafter such new Note
will evidence the borrowings of SFI from Entergy under the Loan
Agreement as amended hereby.
III. Miscellaneous.
(c) Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance
with the provisions thereof.
(d) This Amendment No. 1 shall be construed in accordance
with and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereof have executed
this Amendment as of the date and year first above written.
SYSTEM FUELS, INC.
By:___________________________
Title:________________________
ENTERGY CORPORATION
By:___________________________
Title:________________________
<PAGE>
EXHIBIT A
FORM OF NOTE
$95,000,000 November 30, 1996
New Orleans, Louisiana
FOR VALUE RECEIVED, SYSTEM FUELS, INC. ("SFI")
promises to pay to the order of ENTERGY CORPORATION ("Entergy"),
on November 30, 2001 at its office located at 639 Loyola Avenue,
New Orleans, Louisiana 70113, in lawful money of the United
States of America, the principal amount of Ninety-five Million
Dollars ($95,000,000) or, if less, the aggregate unpaid principal
amount of all loans made by Entergy to SFI pursuant to the Loan
Agreement referred to below, and to pay interest in like money at
said office on the unpaid principal amount hereof from the date
hereof, payable quarterly in arrears on the first business day of
each April, July, October and January, commencing on January 1,
1997, and upon termination of the loan commitment under said Loan
Agreement, at a rate per annum equal from time to time to the WSJ
Rate as defined in said Loan Agreement.
This Note is the Note referred to in Amendment No. 1,
dated as of November 30, 1996 ("Amendment No. 1"), to the Loan
Agreement, dated as of March 21, 1994 ("Loan Agreement"), between
SFI and Entergy, and is entitled to the benefits and subject to
the provisions thereof.
All loans made by Entergy to SFI pursuant to the Loan
Agreement, and all payments made on the account of the principal
hereof, shall be recorded by Entergy on a schedule which by this
reference is incorporated herein and made a part of this Note.
The unpaid principal amount of this Note may be pre
paid, in whole at any time or in part from time to time, without
premium or penalty, and is subject to mandatory prepayment under
the circumstances and to the extent set forth in the Loan
Agreement.
Upon the occurrence of a default as specified in the
Loan Agreement, the principal amount then remaining unpaid on
this Note, and accrued interest thereon, may be declared to be
immediately due and payable as provided in the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
SYSTEM FUELS, INC.
By:_______________________
Title:____________________
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Utility Plant:
Electric $22,449,711 $22,449,711
Plant acquisition adjustment - GSU 463,557 463,557
Electric plant under leases 677,821 677,821
Property under capital leases - electric 153,166 153,166
Natural gas 167,927 167,927
Steam products 77,541 77,541
Construction work in progress 541,001 541,001
Nuclear fuel under capital leases 266,970 266,970
Nuclear fuel 69,091 69,091
------------ ------------ ------------
Total 24,866,785 24,866,785
Less - accumulated depreciation
and amortization 8,564,155 8,564,155
------------ ------------ ------------
Utility plant - net 16,302,630 16,302,630
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 305,546 305,546
Other 456,538 456,538
------------ ------------ ------------
Total 762,084 762,084
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 51,666 51,666
Temporary cash investments - at cost,
which approximates market 293,985 293,985
------------ ------------ ------------
Total cash and cash equivalents 345,651 345,651
Notes receivable 5,397 5,397
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.6 million) 381,297 381,297
Other 74,105 74,105
Accrued unbilled revenues 389,655 389,655
Deferred fuel 99,064 99,064
Fuel inventory - at average cost 114,969 114,969
Materials and supplies - at average cost 351,919 351,919
Rate deferrals 431,950 431,950
Prepayments and other 160,485 160,485
------------ ------------ ------------
Total 2,354,492 2,354,492
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 620,647 620,647
SFAS 109 regulatory asset - net 1,205,370 1,205,370
Unamortized loss on reacquired debt 221,161 221,161
Other regulatory assets 386,677 386,677
Long-term receivables 221,206 221,206
Citipower license (net of $7.7 million
of amortization) 620,988 620,988
Other 350,476 350,476
------------ ------------ ------------
Total 3,626,525 3,626,525
------------ ------------ ------------
TOTAL $23,045,731 $23,045,731
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Capitalization:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,200,883 4,200,883
Retained earnings 2,231,591 2,231,591
Cumulative foreign currency translation
adjustment 19,344 19,344
Less - treasury stock (1,976,132 shares) 59,772 59,772
------------ ------------ ------------
Total common shareholders' equity 6,394,346 6,394,346
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 227,985 227,985
Long-term debt 7,853,286 7,853,286
------------ ------------ ------------
Total 15,176,572 15,176,572
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 271,192 271,192
Other 349,155 349,155
------------ ------------ ------------
Total 620,347 620,347
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 257,603 257,603
Notes payable 270,692 270,692
Accounts payable 509,916 509,916
Customer deposits 149,080 149,080
Taxes accrued 271,625 271,625
Accumulated deferred income taxes 105,685 105,685
Interest accrued 189,678 189,678
Dividends declared 11,655 11,655
Obligations under capital leases 149,812 149,812
Other 182,228 182,228
------------ ------------ ------------
Total 2,097,974 2,097,974
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 3,631,027 3,631,027
Accumulated deferred investment tax credits 600,656 600,656
Other 919,155 919,155
------------ ------------ ------------
Total 5,150,838 5,150,838
------------ ------------ ------------
TOTAL $23,045,731 $23,045,731
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Operating Revenues:
Electric $6,380,718 $6,380,718
Natural gas 129,668 129,668
Steam Products 56,664 56,664
Nonregulated and foreign energy-related
businesses 269,356 269,356
------------ ------------ ------------
Total 6,836,406 6,836,406
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,579,630 1,579,630
Purchased power 532,163 532,163
Nuclear refueling outage expenses 59,739 59,739
Other operation and maintenance 1,525,215 1,525,215
Depreciation, amortization and decommissioning 744,120 744,120
Taxes other than income taxes 328,511 328,511
Income taxes 376,096 376,096
Rate deferrals (31,075) (31,075)
Amortization of rate deferrals 431,421 431,421
------------ ------------ ------------
Total 5,545,820 5,545,820
------------ ------------ ------------
Operating Income 1,290,586 1,290,586
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,136 10,136
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 17,772 17,772
Income taxes 11,804 11,804
------------ ------------ ------------
Total (154,786) (154,786)
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 659,725 659,725
Other interest - net 41,042 41,042
Allowance for borrowed funds used
during construction (8,631) (8,631)
Preferred dividend requirements 75,528 75,528
------------ ------------ ------------
Total 767,664 767,664
------------ ------------ ------------
Net Income $368,136 $368,136
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period $2,270,852 $2,270,852
Add
Net Income 368,136 368,136
------------ ------------ ------------
Total 2,638,988 2,638,988
------------ ------------ ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses (2,698) (2,698)
------------ ------------ ------------
Total 407,397 407,397
------------ ------------ ------------
Retained Earnings - End of period $2,231,591 $2,231,591
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Investment in wholly owned subsidiaries $ 6,649,033 $ 6,649,033
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 23 23
Temporary cash investments - at cost,
which approximates market 18,239 18,239
------------ ------------ ------------
Total cash and cash equivalents 18,262 18,262
Notes receivable - Associated companies 18,738 18,738
Accounts receivable:
Associated companies 417 417
Other - -
Interest receivable 117 117
Other 17,408 17,408
------------ ------------ ------------
Total 54,942 54,942
------------ ------------ ------------
Deferred Debits and Other Assets: 79,115 79,115
------------ ------------ ------------
TOTAL $ 6,783,090 $ 6,783,090
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $ 2,300 $ 2,300
Paid-in capital 4,200,883 4,200,883
Retained earnings 2,231,591 2,231,591
Cumulative foreign currency translation 19,344 19,344
Less - treasury stock (1,976,132 shares) 59,772 59,772
------------ ------------ ------------
Total common shareholders' equity 6,394,346 6,394,346
------------ ------------ ------------
Current Liabilities:
Notes payable 270,000 270,000
Accounts payable:
Associated companies 1,957 1,957
Other 786 786
Other 14,080 14,080
------------ ------------ ------------
Total 286,823 286,823
------------ ------------ ------------
Deferred Credit and Noncurrent Liabilities 101,921 101,921
------------ ------------ ------------
Total 101,921 101,921
------------ ------------ ------------
TOTAL $ 6,783,090 $ 6,783,090
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Revenues:
Equity in income of subsidiaries $ 416,166 $ 416,166
Interest on temporary investments 6,899 6,899
------------ ------------ ------------
Total 423,065 423,065
------------ ------------ ------------
Expenses
Administrative and general expenses 57,835 57,835
Income taxes (10,858) (10,858)
Interest 6,928 6,928
Taxes other than income 1,024 1,024
------------ ------------ ------------
Total 54,929 54,929
------------ ------------ ------------
Net Income $ 368,136 $ 368,136
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period $ 2,270,852 $ 2,270,852
Add
Net Income 368,136 368,136
------------ ------------ ------------
Total 2,638,988 2,638,988
------------ ------------ ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses (2,698) (2,698)
------------ ------------ ------------
Total 407,397 407,397
------------ ------------ ------------
Retained Earnings - End of period $ 2,231,591 $ 2,231,591
=========== =========== ===========
</TABLE>
ENTERGY SERVICES, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $101,787
Notes Payable - Associated Companies $101,787
To give effect to the borrowing of $101,787 from the Money Pool
($48,213 currently borrowed, maximum borrowing requested $150,000).
Entry No. 2
Other Interest Expense $5,456
Cash $5,456
To record the annual interest expense on notes payable of $101,787
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Accounts Receivable - Associated Companies $5,456
Services Rendered at Cost $5,456
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $5,456
Accounts Receivable - Associated Companies $5,456
To record the receipt of cash from associated companies in connection
with the billing for the increased interest expense under the proposed
borrowing.
Entry No. 5
Temporary Cash Investments $101,787
Cash $101,787
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY SERVICES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ----------- -------------
(In Thousands)
Property and Facilities - at cost
Plant in service $ 149,797 $ 149,797
Construction work in progress 8,869 8,869
------------ ----------- ------------
-
Total 158,666 158,666
Less - accumulated depreciation and amortization 80,027 80,027
------------ ----------- ------------
-
Utility plant - net 78,639 78,639
------------ ----------- ------------
-
Current Assets:
Cash and cash equivalents:
Cash 13,879 - 13,879
Temporary cash investments - at cost,
which approximates market - 101,787 101,787
------------ ----------- ------------
-
Total cash and cash equivalents 13,879 101,787 115,666
Notes receivable 51 51
Accounts receivable:
Associated companies 66,695 - 66,695
Other 18,585 18,585
Prepayments and other 1,121 1,121
------------ ----------- ------------
-
Total 100,331 101,787 202,118
------------ ----------- ------------
-
Deferred Debits and Other Assets:
Accumulated deferred income taxes 1,960 1,960
Other 248 248
------------ ----------- ------------
-
Total 2,208 2,208
------------ ----------- ------------
-
TOTAL $ 181,178 $ 101,787 $ 282,965
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY SERVICES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ----------- -------------
(In Thousands)
Capitalization:
Common stock, $10 par value, authorized
50,000 shares; issued and outstanding 2,000 $ 20 $ 20
shares
------------ ----------- ------------
-
Current Liabilities:
Notes payable to associated companies 48,213 101,787 150,000
Accounts payable: 0
Associated companies 29,513 29,513
Other 51,874 51,874
Other 6,400 6,400
------------ ----------- ------------
-
Total 136,000 101,787 237,787
------------ ----------- ------------
-
Deferred Credits:
Accumulated deferred investment tax credits 951 951
Unamortized gain on sale of Computer Center 2,084 2,084
Accrued pension and supplemental pension plan
liabilities 19,669 19,669
Accrued other postretirement benefit liability 11,357 11,357
Other 11,097 11,097
------------ ----------- ------------
-
Total 45,158 45,158
------------ ----------- ------------
-
TOTAL $ 181,178 $ 101,787 $ 282,965
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY SERVICES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ----------- -------------
(In Thousands)
Revenues:
Services rendered to associated companies $ 397,658 $ 5,456 $ 403,114
Miscellaneous income 310 310
------------ ----------- ------------
-
Total 397,968 5,456 403,424
------------ ----------- ------------
-
Expenses:
Salaries and wages 164,156 164,156
Rent and lease payments 38,064 38,064
Other general and administrative 158,910 158,910
Depreciation and amortization 19,399 19,399
Interest 3,618 5,456 9,074
Taxes other than income taxes 13,842 13,842
------------ ----------- ------------
-
Total 397,989 5,456 403,445
------------ ----------- ------------
-
Income (Loss) Before Income Taxes (21) - (21)
------------ ----------- ------------
-
Provision for (Benefit of) Income Taxes:
Current income taxes (167) (167)
Deferred income taxes (447) (447)
Investment tax credits - net 593 593
------------ ----------- ------------
-
Total (21) (21)
------------ ----------- ------------
-
Net Income $ - $ - $ -
=========== =========== ===========
</TABLE>
SYSTEM FUELS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $46,313
Notes Payable - Associated Companies $46,313
To give effect to the borrowing of $46,313 from the Money Pool
($48,687 currently borrowed, maximum borrowing requested $95,000).
Entry No. 2
Other Interest Expense $2,482
Cash $2,482
To record the annual interest expense on notes payable of $46,313
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Accounts Receivable - Associated Companies $2,482
Services Rendered at Cost $2,482
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $2,482
Accounts Receivable - Associated Companies $2,482
To record the receipt of cash from associated companies in connection
with the billing for the increased interest expense under the proposed
borrowing.
Entry No. 5
Temporary Cash Investments $46,313
Cash $46,313
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
SYSTEM FUELS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Property and Operating Facilities - at cost:
Storage and handling facilities and other equipment $ 25,097 $ 25,097
Less - accumulated depreciation 23,591 23,591
------------ ------------ ------------
Total 1,506 1,506
------------ ------------ ------------
Capitalized leased property - at cost 16,286 16,286
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash - - -
Temporary cash investments-at cost,
which approximates market - 46,313 46,313
------------ ------------ ------------
Total cash and cash equivalents - 46,313 46,313
Accounts receivable:
Associated companies (42) - (42)
Other 2,472 2,472
Fuel oil inventory 20,899 20,899
Nuclear fuel inventory 67,584 67,584
Recoverable income taxes 1,767 1,767
Other 393 393
------------ ------------ ------------
Total 93,073 46,313 139,386
------------ ------------ ------------
Deferred Debits and Other Assets:
Other 326 326
------------ ------------ ------------
TOTAL $ 111,191 $ 46,313 $ 157,504
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM FUELS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Notes payable - stockholders $ 34,000 $ 34,000
Common stock, no par value, authorized 10,000 shares;
issued and outstanding 200 shares 20 20
------------ ------------ ------------
Total 34,020 34,020
------------ ------------ ------------
Current Liabilities:
Notes payable associated companies 48,687 46,313 95,000
Accounts payable:
Associated companies 260 260
Other 9,186 9,186
Current portion of capital lease obligations 2,861 2,861
Accrued expenses 48 48
------------ ------------ ------------
Total 61,042 46,313 107,355
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 997 997
Accumulated deferred investment tax credits 828 828
Obligation under capital leases 13,426 13,426
Other 878 878
------------ ------------ ------------
Total 16,129 16,129
------------ ------------ ------------
TOTAL $ 111,191 $ 46,313 $ 157,504
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM FUELS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Revenues:
Sales and services
Associated companies $ 54,272 $ 2,482 $ 56,754
Others 24,653 24,653
------------ ------------ ------------
Total 78,925 2,482 81,407
Billing variance - under (over) billed (2,797) (2,797)
Miscellaneous income 264 264
------------ ------------ ------------
Total 76,392 2,482 78,874
------------ ------------ ------------
Cost of Goods Sold 61,499 61,499
------------ ------------ ------------
Operating Income 14,893 2,482 17,375
------------ ------------ ------------
Other Expenses:
Operations, general and administrative 11,789 11,789
Interest 1,293 2,482 3,775
Taxes other than income taxes 1,406 1,406
------------ ------------ ------------
Total 14,488 2,482 16,970
------------ ------------ ------------
Income Before Income Taxes 405 - 405
------------ ------------ ------------
Provision for (Benefit of ) Income Taxes:
Current income taxes 2,202 2,202
Deferred income taxes (1,683) (1,683)
Investment tax credits - net (114) (114)
------------ ------------ ------------
Total 405 405
------------ ------------ ------------
Net Income $ - $ - $ -
=========== =========== ===========
</TABLE>
SYSTEM ENERGY RESOURCES, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $140,000
Notes Payable - Associated Companies $140,000
To give effect to the borrowing of $140,000 from the Money Pool.
Entry No. 2
Other Interest Expense $7,504
Cash $7,504
To record the annual interest expense on notes payable of $140,000
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Cash $2,870
Income Taxes $2,870
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $7,504
Statutory Composite Federal and State
Income Tax Rate of 38.25% $2,870
Retained Earnings $4,634
Entry No. 4
Temporary Cash Investments $135,366
Cash $135,366
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $ 2,997,125 $ 2,997,125
Electric plant under leases 446,701 446,701
Construction work in progress 15,958 15,958
Nuclear fuel under capital leases 53,664 53,664
------------ ------------ ------------
Total 3,513,448 3,513,448
Less - accumulated depreciation
and amortization 917,387 917,387
------------ ------------ ------------
Utility plant - net 2,596,061 2,596,061
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 50,020 50,020
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 141 - 141
Temporary cash investments - at cost,
which approximates market:
Associated companies 36,963 135,366 172,329
Other 35,976 35,976
------------ ------------ ------------
Total cash and cash equivalents 73,080 135,366 208,446
Accounts receivable:
Associated companies 76,969 76,969
Other 3,161 3,161
Materials and supplies - at average cost 66,651 66,651
Prepayments and other 19,065 19,065
------------ ------------ ------------
Total 238,926 135,366 374,292
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
SFAS 109 regulatory asset - net 277,253 277,253
Unamortized loss on reacquired debt 54,574 54,574
Other regulatory assets 200,001 200,001
Other 14,607 14,607
------------ ------------ ------------
Total 546,435 546,435
------------ ------------ ------------
TOTAL $ 3,431,442 $ 135,366 $ 3,566,808
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued 789,350
shares $ 789,350 $ 789,350
Paid-in capital - -
Retained earnings 86,532 (4,634) 81,898
------------ ------------ ------------
Total common shareholders' equity 875,882 (4,634) 871,248
Long-term debt 1,471,336 1,471,336
------------ ------------ ------------
Total 2,347,218 (4,634) 2,342,584
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 25,664 25,664
Other 41,745 41,745
------------ ------------ ------------
Total 67,409 67,409
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt - -
Notes payable - 140,000 140,000
Accounts payable
Associated companies 24,248 24,248
Other 11,305 11,305
Taxes accrued 90,145 90,145
Interest accrued 45,935 45,935
Obligations under capital leases 28,000 28,000
Other 2,688 2,688
------------ ------------ ------------
Total 202,321 140,000 342,321
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 571,846 571,846
Accumulated deferred investment tax credits 105,381 105,381
FERC Settlement - refund obligation 54,906 54,906
Other 82,361 82,361
------------ ------------ ------------
Total 814,494 814,494
------------ ------------ ------------
TOTAL $ 3,431,442 $ 135,366 $ 3,566,808
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues: $ 612,136 $ 612,136
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 49,377 49,377
Nuclear refueling outage expenses 3,649 3,649
Other operation and maintenance 97,871 97,871
Depreciation, amortization and
decommissioning 114,827 114,827
Taxes other than income taxes 26,956 26,956
Income taxes 80,575 (2,870) 77,705
------------ ------------ ------------
Total 373,255 (2,870) 370,385
Operating Income 238,881 2,870 241,751
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,493 1,493
Miscellaneous - net 2,216 2,216
Income taxes 751 751
------------ ------------ ------------
Total 4,460 4,460
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 142,398 142,398
Other interest - net 8,872 7,504 16,376
Allowance for borrowed funds used
during construction (1,513) (1,513)
------------ ------------ ------------
Total 149,757 7,504 157,261
------------ ------------ ------------
Net Income $ 93,584 $ (4,634) $ 88,950
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period $ 84,448 $ 84,448
Add
Net Income 93,584 (4,634) 88,950
------------ ------------ ------------
Total 178,032 (4,634) 173,398
------------ ------------ ------------
Deduct:
Dividends declared 91,500 91,500
------------ ------------ ------------
Total 91,500 91,500
------------ ------------ ------------
Retained Earnings - End of period $ 86,532 $ (4,634) $ 81,898
=========== =========== ===========
</TABLE>
ENTERGY OPERATIONS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $10,498
Notes Payable - Associated Companies $10,498
To give effect to the borrowing of $10,498 from the Money Pool
($9,502 currently borrowed, maximum borrowing requested $20,000).
Entry No. 2
Other Interest Expense $563
Cash $563
To record the annual interest expense on notes payable of $10,498
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Accounts Receivable - Associated Companies $563
Services Rendered at Cost $563
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $563
Accounts Receivable - Associated Companies $563
To record the receipt of cash from associated companies in connection
with the billing for the increased interest expense under the proposed
borrowing.
Entry No. 5
Temporary Cash Investments $10,498
Cash $10,498
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY OPERATIONS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Property and Facilities - at cost:
Service company property (including leasehold
improvements) $ 11,254 $ 11,254
Construction work in progress 515 515
------------ ------------ ------------
Total 11,769 11,769
Less - accumulated depreciation
and amortization 6,519 6,519
------------ ------------ ------------
Property and facilities - net 5,250 5,250
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 285 - 285
Temporary cash investments - at cost,
which approximates market - 10,498 10,498
------------ ------------ ------------
Total cash and cash equivalents 285 10,498 10,783
Accounts receivable - Associated companies 24,455 - 24,455
Prepayments and other 4,196 4,196
------------ ------------ ------------
Total 28,936 10,498 39,434
------------ ------------ ------------
Deferred Debits and Other Assets:
Accumulated deferred income taxes 1,528 1,528
Other 452 452
------------ ------------ ------------
Total 1,980 1,980
------------ ------------ ------------
TOTAL $ 36,166 $ 10,498 $ 46,664
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY OPERATIONS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $5 par value, authorized 1,000 shares
issued and outstanding 1,000 shares $ 5 $ 5
Paid-in capital 995 995
------------ ------------ ------------
Total common shareholders' equity 1,000 1,000
Current Liabilities:
Notes payable - Associated companies 9,502 10,498 20,000
Accounts payable:
Associated companies 10,542 10,542
Other 9,709 9,709
Other 2,313 2,313
------------ ------------ ------------
Total 32,066 10,498 42,564
------------ ------------ ------------
Deferred Credits:
Other 3,100 3,100
------------ ------------ ------------
Total 3,100 3,100
------------ ------------ ------------
TOTAL $ 36,166 $ 10,498 $ 46,664
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY OPERATIONS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Services rendered to associated companies $ 599,468 $ 563 $ 600,031
------------ ------------ ------------
Operating Expenses:
Salaries and wages 257,033 257,033
Other general and administrative 152,164 152,164
Outside services employed 171,833 171,833
Rent expense 12,462 12,462
Depreciation, amortization and decommissioning 1,311 1,311
Taxes other than income taxes 2,219 2,219
Interest charges:
Associated companies 510 563 1,073
Other 358 358
Income tax expense (benefit) 1,578 1,578
------------ ------------ ------------
Total 599,468 563 600,031
------------ ------------ ------------
Net Income $ - $ - $ -
=========== =========== ===========
</TABLE>
ENTERGY ARKANSAS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $235,000
Notes Payable - Associated Companies $235,000
To give effect to the borrowing of $235,000 from the Money
Pool.
Entry No. 2
Other Interest Expense $12,596
Cash $12,596
To record the annual interest expense on notes payable of
$235,000 under the proposed borrowing based on an interest rate of 5.36%
Entry No. 3
Cash $4,941
Income Taxes $4,941
To give effect to the reduction in income taxes due to
increased interest expense in connection with this filing:
Increase in expense $12,596
Statutory Composite Federal and State
Income Tax Rate of 39.23% $4,941
Retained Earnings $7,655
Entry No. 4
Temporary Cash Investments $227,345
Cash $227,345
To record the transfer of funds from Cash to Temporary Cash
Investments. Investments are assumed to be short-term since the
proceeds from this transaction will be used to fund construction
expenditures, to meet long-term debt maturities and to satisfy
sinking fund requirements and for other lawful corporate purposes.
Consequently, any resulting interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $ 4,472,179 $ 4,472,179
Property under capital leases - electric 60,287 60,287
Construction work in progress 131,685 131,685
Nuclear fuel under capital leases 99,235 99,235
------------ ------------ ------------
Total 4,763,386 4,763,386
Less - accumulated depreciation
and amortization 1,911,817 1,911,817
------------ ------------ ------------
Utility plant - net 2,851,569 2,851,569
------------ ------------ ------------
Other Property and Investments:
Investment in subsidiary companies - at cost 11,122 11,122
Decommissioning trust funds 174,615 174,615
Other 4,976 4,976
------------ ------------ ------------
Total 190,713 190,713
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 5,787 - 5,787
Temporary cash investments - at cost,
which approximates market
Associated companies 20,913 20,913
Other 20,355 227,345 247,700
------------ ------------ ------------
Total cash and cash equivalents 47,055 227,345 274,400
Accounts receivable:
Customer (less allowance for
doubtful accounts of $2.1million) 75,038 75,038
Associated companies 43,477 43,477
Other 7,687 7,687
Accrued unbilled revenues 119,286 119,286
Fuel inventory - at average cost 57,433 57,433
Materials and supplies - at average cost 77,108 77,108
Rate deferrals 142,388 142,388
Deferred excess capacity 13,081 13,081
Deferrred nuclear refueling outage costs 16,975 16,975
Prepayments and other 11,805 11,805
------------ ------------ ------------
Total 611,333 227,345 838,678
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 151,819 151,819
Deferred excess capacity - -
SFAS 109 regulatory asset - net 228,887 228,887
Unamortized loss on reacquired debt 58,448 58,448
Other regulatory assets 78,101 78,101
Other 29,886 29,886
------------ ------------ ------------
Total 547,141 547,141
------------ ------------ ------------
TOTAL $ 4,200,756 $ 227,345 $ 4,428,101
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $0.01par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares $ 470 $ 470
Paid-in capital 590,794 590,794
Retained earnings 543,182 (7,655) 535,527
------------ ------------ ------------
Total common shareholders' equity 1,134,446 (7,655) 1,126,791
Preferred Stock:
Without sinking fund 176,350 176,350
With sinking fund 45,027 45,027
Long-term debt 1,253,743 1,253,743
------------ ------------ ------------
Total 2,609,566 (7,655) 2,601,911
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 106,862 106,862
Other 73,336 73,336
------------ ------------ ------------
Total 180,198 180,198
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 32,900 32,900
Notes payable:
Associated companies - 235,000 235,000
Other 667 667
Accounts payable:
Associated companies 40,283 40,283
Other 114,771 114,771
Customer deposits 19,811 19,811
Taxes accrued 55,187 55,187
Accumulated deferred income taxes 61,755 61,755
Interest accrued 26,740 26,740
Dividends declared 4,359 4,359
Co-owner advances 24,331 24,331
Deferred fuel cost 15,024 15,024
Obligations under capital leases 52,660 52,660
Other 23,026 23,026
------------ ------------ ------------
Total 471,514 235,000 706,514
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 793,757 793,757
Accumulated deferred investment tax credits 110,584 110,584
Other 35,137 35,137
------------ ------------ ------------
Total 939,478 939,478
------------ ------------ ------------
TOTAL $ 4,200,756 $ 227,345 $ 4,428,101
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues $ 1,747,544 $ 1,747,544
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 258,488 258,488
Purchased power 417,532 417,532
Nuclear refueling outage expenses 29,749 29,749
Other operation and maintenance 364,751 364,751
Depreciation, amortization and decommissioning 164,949 164,949
Taxes other than income taxes 37,667 37,667
Income taxes 66,767 (4,941) 61,826
Amortization of rate deferrals 172,872 172,872
------------ ------------ ------------
Total 1,512,775 (4,941) 1,507,834
------------ ------------ ------------
Operating Income 234,769 4,941 239,710
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 4,112 4,112
Miscellaneous - net 36,005 36,005
Income taxes (14,241) (14,241)
------------ ------------ ------------
Total 25,876 25,876
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 103,076 103,076
Other interest - net 7,032 12,596 19,628
Allowance for borrowed funds used
during construction (2,550) (2,550)
------------ ------------ ------------
Total 107,558 12,596 120,154
------------ ------------ ------------
Net Income 153,087 (7,655) 145,432
Preferred Stock Dividend Requirements and Other 17,871 17,871
------------ ------------ ------------
Earnings Applicable to Common Stock $ 135,216 $ (7,655) $ 127,561
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ARKANSAS, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - Beginning of period $ 536,366 $ 536,366
Add
Net Income 153,087 (7,655) 145,432
------------ ------------ ------------
Total 689,453 (7,655) 681,798
------------ ------------ ------------
Deduct:
Dividends declared:
Preferred stock 17,871 17,871
Common stock 128,400 128,400
------------ ------------ ------------
Total 146,271 146,271
------------ ------------ ------------
Retained Earnings - End of period $ 543,182 $ (7,655) $ 535,527
=========== =========== ===========
</TABLE>
ENTERGY GULF STATES, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $340,000
Notes Payable - Associated Companies $340,000
To give effect to the borrowing of $340,000 from the Money Pool.
Entry No. 2
Other Interest Expense $18,224
Cash $18,224
To record the annual interest expense on notes payable of $340,000
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Cash $7,368
Income Taxes $7,368
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $18,224
Statutory Composite Federal and State
Income Tax Rate of 40.43% $7,368
Retained Earnings $10,856
Entry No. 4
Temporary Cash Investments $329,144
Cash $329,144
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $ 6,984,549 $ 6,984,549
Natural gas 45,789 45,789
Steam products 77,541 77,541
Property under capital leases 76,108 76,108
Construction work in progress 185,676 185,676
Nuclear fuel under capital leases 59,666 59,666
------------ ------------ ------------
Total 7,429,329 7,429,329
Less - accumulated depreciation
and amortization 2,758,105 2,758,105
------------ ------------ ------------
Utility plant - net 4,671,224 4,671,224
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 36,067 36,067
Other 23,392 23,392
------------ ------------ ------------
Total 59,459 59,459
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 15,182 - 15,182
Temporary cash investments - at cost,
which approximates market
Associated companies 75,232 329,144 404,376
Other 92,274 92,274
------------ ------------ ------------
Total cash and cash equivalents 182,688 329,144 511,832
Accounts receivable:
Customer (less allowance for
doubtful accounts of $1.6 million) 114,364 114,364
Associated companies 1,301 1,301
Other 18,662 18,662
Accrued unbilled revenues 83,864 83,864
Deferred fuel 79,825 79,825
Accumulated deferred income taxes 30,737 30,737
Fuel inventory - at average cost 37,103 37,103
Materials and supplies - at average cost 91,576 91,576
Rate deferrals 101,542 101,542
Prepayments and other 18,337 18,337
------------ ------------ ------------
Total 759,999 329,144 1,089,143
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 172,886 172,886
SFAS 109 regulatory asset - net 376,103 376,103
Unamortized loss on reacquired debt 57,087 57,087
Other regulatory assets 24,935 24,935
Long-term receivables 221,207 221,207
Other 174,614 174,614
------------ ------------ ------------
Total 1,026,832 1,026,832
------------ ------------ ------------
TOTAL $ 6,517,514 $ 329,144 $ 6,846,658
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outastanding
100 shares $ 114,055 $ 114,055
Paid-in capital 1,152,592 1,152,592
Retained earnings 238,301 (10,856) 227,445
------------ ------------ ------------
Total common shareholders' equity 1,504,948 (10,856) 1,494,092
Preference Stock 150,000 150,000
Preferred Stock:
Without sinking fund 136,444 136,444
With sinking fund 83,450 83,450
Long-term debt 2,093,682 2,093,682
------------ ------------ ------------
Total 3,968,524 (10,856) 3,957,668
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 98,295 98,295
Other 70,767 70,767
------------ ------------ ------------
Total 169,062 169,062
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 160,425 160,425
Notes payable - associated companies - 340,000 340,000
Accounts payable:
Associated companies 42,638 42,638
Other 132,151 132,151
Customer deposits 23,187 23,187
Taxes accrued 39,282 39,282
Interest accrued 40,675 40,675
Nuclear refueling reserve 7,026 7,026
Obligations under capital leases 38,086 38,086
Other 72,911 72,911
------------ ------------ ------------
Total 556,381 340,000 896,381
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 1,114,218 1,114,218
Accumulated deferred investment tax credits 205,709 205,709
Deferred River Bend finance charges 45,868 45,868
Other 457,752 457,752
------------ ------------ ------------
Total 1,823,547 1,823,547
------------ ------------ ------------
TOTAL $ 6,517,514 $ 329,144 $ 6,846,658
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA STATEMENT OF LOSS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Electric $ 1,877,543 $ 1,877,543
Natural gas 31,010 31,010
Steam Products 56,664 56,664
------------ ------------ ------------
Total 1,965,217 1,965,217
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 517,449 517,449
Purchased power 245,886 245,886
Nuclear refueling outage expenses 9,765 9,765
Other operation and maintenance 417,242 417,242
Depreciation, amortization and decommissioning 204,248 204,248
Taxes other than income taxes 103,636 103,636
Income taxes 75,110 (7,368) 67,742
Amortization of rate deferrals 68,976 68,976
------------ ------------ ------------
Total 1,642,312 (7,368) 1,634,944
------------ ------------ ------------
Operating Income 322,905 7,368 330,273
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,840 1,840
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 21,593 21,593
Income taxes 13,731 13,731
------------ ------------ ------------
Total (157,334) (157,334)
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 187,678 187,678
Other interest - net 8,700 18,224 26,924
Allowance for borrowed funds used
during construction (1,621) (1,621)
------------ ------------ ------------
Total 194,757 18,224 212,981
------------ ------------ ------------
Net Loss (29,186) (10,856) (40,042)
Preferred and Preference Stock Dividend
Requirements and Other 28,912 28,912
Loss Applicable to Common Stock $ (58,098) $ (10,856) $ (68,954)
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - Beginning of period $ 296,400 $ 296,400
Add
Net Loss (29,186) (10,856) (40,042)
------------ ------------ ------------
Total 267,214 (10,856) 256,358
------------ ------------ ------------
Deduct:
Dividends declared:
Preferred stock 28,740 28,740
Common stock
Preferred and prefernce stock
redemption and other 173 173
------------ ------------ ------------
Total 28,913 28,913
------------ ------------ ------------
Retained Earnings - End of period $ 238,301 $ (10,856) $ 227,445
=========== =========== ===========
</TABLE>
ENTERGY LOUISIANA, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $175,927
Notes Payable - Associated Companies $175,927
To give effect to the borrowing of $175,927 from the Money Pool
($49,073 currently borrowed, maximum borrowing requested $225,000).
Entry No. 2
Other Interest Expense $9,430
Cash $9,430
To record the annual interest expense on notes payable of $175,927
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Cash $3,629
Income Taxes $3,629
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $9,430
Statutory Composite Federal and State
Income Tax Rate of 38.48% $3,629
Retained Earnings $5,801
Entry No. 4
Temporary Cash Investments $170,126
Cash $170,126
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Utility Plant:
Electric $ 4,927,904 $ 4,927,904
Property under capital leases - electric 231,121 231,121
Construction work in progress 84,337 84,337
Nuclear fuel under capital leases 54,405 54,405
Nuclear fuel 1,507 1,507
------------ ------------ ------------
Total 5,299,274 5,299,274
Less - accumulated depreciation
and amortization 1,808,944 1,808,944
------------ ------------ ------------
Utility plant - net 3,490,330 3,490,330
------------ ------------ ------------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust funds 44,844 44,844
Investment in subsidiary companies - at equity 14,230 14,230
Other - -
------------ ------------ ------------
Total 79,134 79,134
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 4,415 - 4,415
Temporary cash investments - at cost,
which approximates market 21,374 170,126 191,500
------------ ------------ ------------
Total cash and cash equivalents 25,789 170,126 195,915
Accounts receivable:
Customer (less allowance for
doubtful accounts of $1.4 million) 89,606 89,606
Associated companies 5,719 5,719
Other 8,625 8,625
Accrued unbilled revenues 73,255 73,255
Deferred fuel 18,958 18,958
Materials and supplies - at average cost 80,959 80,959
Rate deferrals 12,063 12,063
Deferred nuclear refueling outage costs 13,251 13,251
Prepayments and other 13,111 13,111
------------ ------------ ------------
Total 341,336 170,126 511,462
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
SFAS 109 regulatory asset - net 304,955 304,955
Unamortized loss on reacquired debt 39,596 39,596
Other regulatory assets 36,099 36,099
Other 24,247 24,247
------------ ------------ ------------
Total 404,897 404,897
------------ ------------ ------------
TOTAL $ 4,315,697 $ 170,126 $ 4,485,823
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares $ 1,088,900 $ 1,088,900
Capital stock expense and other (4,542) (4,542)
Retained earnings 107,696 (5,801) 101,895
------------ ------------ ------------
Total common shareholders' equity 1,192,054 (5,801) 1,186,253
Preferred Stock:
Without sinking fund 160,500 160,500
With sinking fund 92,509 92,509
Long-term debt 1,391,058 1,391,058
------------ ------------ ------------
Total 2,836,121 (5,801) 2,830,320
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 26,405 26,405
Other 53,292 53,292
------------ ------------ ------------
Total 79,697 79,697
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 16,263 16,263
Notes payable:
Associated companies 49,073 175,927 225,000
Other - -
Accounts payable:
Associated companies 32,137 32,137
Other 78,973 78,973
Customer deposits 57,797 57,797
Taxes accrued 58,903 58,903
Accumulated deferred income taxes 348 348
Interest accrued 38,301 38,301
Dividends declared 4,907 4,907
Obligations under capital leases 28,000 28,000
Other 7,749 7,749
------------ ------------ ------------
Total 372,451 175,927 548,378
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 804,676 804,676
Accumulated deferred investment tax credits 142,728 142,728
Deferred interest - Waterford 3 lease 24,344 24,344
obligation
Other 55,680 55,680
------------ ------------ ------------
Total 1,027,428 1,027,428
------------ ------------ ------------
TOTAL $ 4,315,697 $ 170,126 $ 4,485,823
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Operating Revenues: $ 1,790,452 $ 1,790,452
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 379,756 379,756
Purchased power 384,047 384,047
Nuclear refueling outage expenses 16,575 16,575
Other operation and maintenance 301,943 301,943
Depreciation, amortization and decommissioning 167,278 167,278
Taxes other than income taxes 63,799 63,799
Income taxes 122,816 (3,629) 119,187
Rate deferrals (11,375) (11,375)
Amortization of rate deferrals 28,422 28,422
------------ ------------ ------------
Total 1,453,261 (3,629) 1,449,632
------------ ------------ ------------
Operating Income 337,191 3,629 340,820
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,373 1,373
Miscellaneous - net 2,978 2,978
Income taxes (741) (741)
------------ ------------ ------------
Total 3,610 3,610
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 126,386 126,386
Other interest - net 7,964 9,430 17,394
Allowance for borrowed funds used
during construction (1,857) (1,857)
------------ ------------ ------------
Total 132,493 9,430 141,923
------------ ------------ ------------
Net Income 208,308 (5,801) 202,507
Preferred and Preference Stock Dividend
Requirements and Other 20,665 20,665
Earnings Applicable to Common Stock $ 187,643 $ (5,801) $ 181,842
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Retained Earnings - Beginning of period $ 105,554 $ 105,554
Add
Net Income 208,308 (5,801) 202,507
------------ ------------ ------------
Total 313,862 (5,801) 308,061
------------ ------------ ------------
Deduct:
Dividends declared:
Preferred stock 20,133 20,133
Common stock 185,500 185,500
Capital stock and other expenses 533 533
------------ ------------ ------------
Total 206,166 206,166
------------ ------------ ------------
Retained Earnings - End of period $ 107,696 $ (5,801) $ 101,895
=========== =========== ===========
</TABLE>
ENTERGY MISSISSIPPI, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $100,791
Notes Payable - Associated Companies $100,791
To give effect to the borrowing of $100,791 from the Money Pool
($2,209 currently borrowed, maximum borrowing requested $103,000).
Entry No. 2
Other Interest Expense $5,402
Cash $5,402
To record the annual interest expense on notes payable of $100,791
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Cash $2,066
Income Taxes $2,066
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $5,402
Statutory Composite Federal and State
Income Tax Rate of 38.25% $2,066
Retained Earnings $3,336
Entry No. 4
Temporary Cash Investments $97,455
Cash $97,455
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Utility Plant:
Electric $ 1,571,591 $ 1,571,591
Construction work in progress 68,110 68,110
------------ ------------ ------------
Total 1,639,701 1,639,701
Less - accumulated depreciation
and amortization 615,636 615,636
------------ ------------ ------------
Utility plant - net 1,024,065 1,024,065
------------ ------------ ------------
Other Property and Investments:
Investment in subsidiary companies - at equity 5,531 5,531
Other 5,605 5,605
------------ ------------ ------------
Total 11,136 11,136
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 3,756 - 3,756
Temporary cash investments - at cost,
which approximates market - 97,455 97,455
------------ ------------ ------------
Total cash and cash equivalents 3,756 97,455 101,211
Accounts receivable:
Customer (less allowance for
doubtful accounts of $1.6 million) 50,600 50,600
Associated companies 6,780 6,780
Other 2,948 2,948
Accrued unbilled revenues 61,990 61,990
Fuel inventory - at average cost 4,929 4,929
Materials and supplies - at average cost 19,658 19,658
Rate deferrals 139,110 139,110
Prepayments and other 7,046 7,046
------------ ------------ ------------
Total 296,817 97,455 394,272
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 175,656 175,656
SFAS 109 regulatory asset - net 10,231 10,231
Unamortized loss on reacquired debt 9,679 9,679
Other regulatory assets 37,167 37,167
Other 6,635 6,635
------------ ------------ ------------
Total 239,368 239,368
------------ ------------ ------------
TOTAL $ 1,571,386 $ 97,455 $ 1,668,841
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Capitalization:
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 (143) (143)
Retained earnings 254,566 (3,336) 251,230
------------ ------------ ------------
Total common shareholders' equity 453,749 (3,336) 450,413
Preferred stock:
Without sinking fund 57,881 57,881
With sinking fund 7,000 7,000
Long-term debt 494,963 494,963
------------ ------------ ------------
Total 1,013,593 (3,336) 1,010,257
------------ ------------ ------------
Other Noncurrent Liabilities: 8,891 8,891
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 36,015 36,015
Notes payable - associated companies 2,209 100,791 103,000
Accounts payable
Associated companies 26,167 26,167
Other 45,460 45,460
Customer deposits 25,530 25,530
Taxes accrued 29,771 29,771
Accumulated deferred income taxes 57,335 57,335
Interest accrued 19,188 19,188
Other 4,407 4,407
------------ ------------ ------------
Total 246,082 100,791 346,873
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 266,369 266,369
Accumulated deferred investment tax credits 26,176 26,176
Other 10,275 10,275
------------ ------------ ------------
Total 302,820 302,820
------------ ------------ ------------
TOTAL $ 1,571,386 $ 97,455 $ 1,668,841
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C>
Operating Revenues $ 937,509 $ 937,509
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 187,085 187,085
Purchased power 248,553 248,553
Other operation and maintenance 128,505 128,505
Depreciation, amortization and decommissioning 39,541 39,541
Taxes other than income taxes 45,669 45,669
Income taxes 41,834 (2,066) 39,768
Rate deferrals (12,523) (12,523)
Amortization of rate deferrals 131,694 131,694
------------ ------------ ------------
Total 810,358 (2,066) 808,292
------------ ------------ ------------
Operating Income 127,151 2,066 129,217
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,065 1,065
Miscellaneous - net 2,948 2,948
Income taxes (1,134) (1,134)
------------ ------------ ------------
Total 2,879 2,879
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 46,606 46,606
Other interest - net 3,254 5,402 8,656
Allowance for borrowed funds used
during construction (888) (888)
------------ ------------ ------------
Total 48,972 5,402 54,374
------------ ------------ ------------
Net Income 81,058 (3,336) 77,722
Preferred and Preference Stock Dividend
Requirements and Other 6,904 6,904
Earnings Applicable to Common Stock $ 74,154 $ (3,336) $ 70,818
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY MISSISSIPPI, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $ 242,712 $ 242,712
Add
Net Income 81,058 (3,336) 77,722
------------ ------------ ------------
Total 323,770 (3,336) 320,434
------------ ------------ ------------
Deduct:
Dividends declared:
Preferred stock 5,254 5,254
Common stock 62,300 62,300
Preferred stock expenses 1,650 1,650
------------ ------------ ------------
Total 69,204 69,204
------------ ------------ ------------
Retained Earnings - End of period $ 254,566 $ (3,336) $ 251,230
=========== =========== ===========
</TABLE>
ENTERGY NEW ORLEANS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $35,000
Notes Payable - Associated Companies $35,000
To give effect to the borrowing of $35,000 from the Money Pool.
Entry No. 2
Other Interest Expense $1,876
Cash $1,876
To record the annual interest expense on notes payable of $35,000
under the proposed borrowing based on an interest rate of 5.36%.
Entry No. 3
Cash $722
Income Taxes $722
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $1,876
Statutory Composite Federal and State
Income Tax Rate of 38.48% $722
Retained Earnings $1,154
Entry No. 4
Temporary Cash Investments $33,846
Cash $33,846
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $ 493,007 $ 493,007
Natural gas 122,138 122,138
Construction work in progress 19,080 19,080
------------ ------------ ------------
Total 634,225 634,225
Less - accumulated depreciation
and amortization 340,587 340,587
------------ ------------ ------------
Utility plant - net 293,638 293,638
------------ ------------ ------------
Other Property and Investments:
Investment in subsidiary companies - at equity 3,259 3,259
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 2,332 - 2,332
Temporary cash investments - at cost,
which approximates market
Associated companies 5,838 5,838
Other 5,682 33,846 39,528
------------ ------------ ------------
Total cash and cash equivalents 13,852 33,846 47,698
Accounts receivable:
Customer (less allowance for
doubtful accounts of $0.5 million) 27,046 27,046
Associated companies 36 36
Other 711 711
Accrued unbilled revenues 18,909 18,909
Deferred electric furl and resale gas costs 12,954 12,954
Materials and supplies - at average cost 9,512 9,512
Rate deferrals 36,849 36,849
Prepayments and other 9,941 9,941
------------ ------------ ------------
Total 129,810 33,846 163,656
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 120,286 120,286
SFAS 109 regulatory asset - net 7,941 7,941
Unamortized loss on reacquired debt 1,776 1,776
Other regulatory assets 11,576 11,576
Other 1,352 1,352
------------ ------------ ------------
Total 142,931 142,931
------------ ------------ ------------
TOTAL $ 569,638 $ 33,846 $ 603,484
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $4 par value, authorized
100,000,000 shares; issued and outstanding
8,435,900 shares $ 33,744 $ 33,744
Paid-in capital 36,294 36,294
Retained eanings subsequent to the elimination of
the accumulated deficit on November 30, 1988 80,274 (1,154) 79,120
------------ ------------ ------------
Total common shareholders' equity 150,312 (1,154) 149,158
Preferred stock - without sinking fund 19,780 19,780
Long-term debt 168,855 168,855
------------ ------------ ------------
Total 338,947 (1,154) 337,793
------------ ------------ ------------
Other Noncurrent Liabilities 17,700 17,700
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 12,000 12,000
Notes payable - associated companies - 35,000 35,000
Accounts payable:
Associated companies 15,077 15,077
Other 19,877 19,877
Customer deposits 18,496 18,496
Accumulated deferred income taxes 16,984 16,984
Taxes accrued 7,849 7,849
Interest accrued 4,610 4,610
Other 10,375 10,375
------------ ------------ ------------
Total 105,268 35,000 140,268
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 76,496 76,496
Accumulated deferred investment tax credits 8,300 8,300
Other 22,927 22,927
------------ ------------ ------------
Total 107,723 107,723
------------ ------------ ------------
TOTAL $ 569,638 $ 33,846 $ 603,484
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Electric $ 405,176 $ 405,176
Natural gas 98,659 98,659
------------ ------------ ------------
Total 503,835 503,835
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 129,895 129,895
Purchased power 152,034 152,034
Other operation and maintenance 78,084 78,084
Depreciation, amortization and decommissioning 19,788 19,788
Taxes other than income taxes 27,591 27,591
Income taxes 20,922 (722) 20,200
Rate deferrals (7,177) (7,177)
Amortization of rate deferrals 29,088 29,088
------------ ------------ ------------
Total 450,225 (722) 449,503
------------ ------------ ------------
Operating Income 53,610 722 54,332
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 252 252
Miscellaneous - net 2,212 2,212
Income taxes (852) (852)
------------ ------------ ------------
Total 1,612 1,612
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 16,087 16,087
Other interest - net 1,488 1,876 3,364
Allowance for borrowed funds used
during construction (201) (201)
------------ ------------ ------------
Total 17,374 1,876 19,250
------------ ------------ ------------
Net Income $ 37,848 $ (1,154) $ 36,694
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY NEW ORLEANS, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - Beginning of period $ 87,302 $ 87,302
Add
Net Income 37,848 (1,154) 36,694
------------ ------------ ------------
Total 125,150 (1,154) 123,996
------------ ------------ ------------
Deduct:
Dividends declared:
Preferred stock 1,042 1,042
Common stock 43,700 43,700
Capital stock and other expenses 134 134
------------ ------------ ------------
Total 44,876 44,876
------------ ------------ ------------
Retained Earnings - End of period $ 80,274 $ (1,154) $ 79,120
============ ============ ============
</TABLE>
