File No. 70-8105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
_________________________________
POST-EFFECTIVE AMENDMENT NO. 1
to
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Entergy Corporation Entergy Enterprises, Inc.
639 Loyola Avenue Three Financial Centre
New Orleans, LA 70113 900 S. Shackleford Road
Suite 210
Little Rock, AR 72211
(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)
________________________________
Jerry D. Jackson
Executive Vice President-Finance
and External Affairs
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
_________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Frederick F. Nugent Laurence M. Hamric
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
Three Financial Centre, Suite 210 639 Loyola Avenue
Little Rock, Arkansas 72211 New Orleans, LA 70113
William T. Baker, Jr.
Reid & Priest
40 West 57th Street
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
I. Introduction
Entergy Corporation ("Entergy"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), and its wholly-owned, non-utility subsidiary
company, Entergy Enterprises, Inc. ("Enterprises"), hereby
request the authorization of the Securities and Exchange
Commission (the "Commission") under the Act for Entergy to
provide funding in connection with the following Enterprises
activities, all of which are more particularly described herein:
(1) engaging in preliminary development activities with respect
to potential investments by Entergy in various energy, energy-
related and other non-utility projects; (2) providing consulting
services to unaffiliated companies primarily in the areas of
power generation, transmission and distribution and operations
ancillary thereto; (3) providing management and administrative
support services to certain of Enterprises' associate companies;
(4) providing operations and maintenance services to unaffiliated
third parties and affiliated power projects; and (5) engaging in
certain related transactions.
II. Background
Pursuant to Commission authorization (see Holding
Company Act Release ("HCAR") No. 22818 (dated January 11, 1983)),
Enterprises (formerly Electec, Inc.) was organized to market the
expertise and capabilities of the Entergy System <FN1> to non-
affiliates, and to investigate and develop investment
opportunities in power-related areas. In 1991, Enterprises was
further authorized to invest in First Pacific Networks, Inc.
("FPN") and to undertake development, marketing and other
activities relating to a proposed energy management system
utilizing the technology of FPN. (See HCAR No. 25353 (dated
July 25, 1991); see also HCAR No. 25580 (dated July 13, 1992)).
The Commission also authorized Enterprises to enter into various
transactions relating to the formation of an energy management
service company, Entergy Systems and Service, Inc. (see HCAR
________________
<FN1> Entergy and its various direct and indirect subsidiaries
comprise the Entergy System ("Entergy System" or
"System"), which currently consists of (1) five retail
electric utility companies, Arkansas Power & Light
Company, Gulf States Utilities Company, Louisiana Power &
Light Company, Mississippi Power & Light Company and New
Orleans Public Service Inc. (collectively, the "System
Operating Companies"), (2) a wholesale generating company
that sells power to the System Operating Companies,
System Energy Resources, Inc. ("System Energy"), (3) a
wholesale generating company that sells power to non-
affiliates, Entergy Power, Inc. ("EPI"), (4) a service
company subsidiary, Entergy Services, Inc. ("ESI"), (5) a
nuclear management service company, Entergy Operations,
Inc. ("EOI"), (6) Enterprises, (7) a fuel supply company,
System Fuels, Inc. ("SFI"), (8) an energy management
services company, Entergy Systems and Service, Inc.
("Entergy SASI"), (9) two companies formed to own
Entergy's interests in certain Argentine utility
companies, Entergy S.A. and Entergy Argentina S.A., and
(10) various direct and indirect subsidiary companies of
Entergy formed to own Entergy's interests in "eligible
facilities" within the meaning of Section 32(a) of the
Act and "foreign utility companies" within the meaning of
Section 33 of the Act.
<PAGE>
No. 25718 (dated December 28, 1992). Enterprises is also
authorized to provide consulting services to certain affiliated
utilities located in Argentina. (See HCAR Nos. 25705 and 25706
(each dated December 14, 1992)).
Pursuant to the initial order of the Commission issued
in this File (HCAR No. 25848 (dated July 8, 1993) (the "Order")),
Enterprises is currently authorized to (1) conduct preliminary
development activities with respect to potential investments by
Entergy in various energy, energy-related and other non-utility
businesses, (2) provide consulting services to non-associate
companies, utilizing the expertise and resources of Entergy
System companies, and (3) provide management and administrative
support services to associate companies engaged in certain
energy, energy-related and other non-utility businesses. The
Commission reserved jurisdiction in the Order over the provision
by Enterprises of management and support services to associate
companies which are "exempt wholesale generators" ("EWGs") or
"foreign utility companies" ("FUCOs") under Sections 32 and 33,
respectively, of the Act. For the reasons and subject to the
terms and conditions set forth below, Enterprises is requesting
herein that the Commission release jurisdiction over and grant
all requisite approvals for the provision of various services to
associate EWGs and FUCOs.
In addition to its own staff, Enterprises from time to
time receives specific and limited services from the System
Operating Companies and ESI in support of its ongoing business
activities. In this connection, as part of a planned
restructuring of its energy-related and non-utility businesses,
Entergy in 1992 and 1993 entered into a series of agreements with
certain of its state and local rate regulatory authorities <FN2>
(the "Settlement Arrangements") relating, among other things, to
transfer pricing in connection with the provision of services and
other affiliate transactions between Entergy's "regulated
utilities" <FN3> (hereinafter, the "Retail Electric Companies")
Entergy's "non-utility businesses" <FN4>. Entergy has filed,
_________________
<FN2> These regulators are the Arkansas Public Service
Commission, the Council of the City of New Orleans, the
Louisiana Public Service Commission and the Mississippi
Public Service Commission. The System Operating
Companies' retail rate regulator in Texas is precluded
from agreeing to the terms of the Settlement Arrangements
because Texas has regulations governing affiliate
transactions.
<FN3> The term "regulated utility" refers to the System
Operating Companies, System Energy, EOI, ESI and SFI, and
such other similar subsidiaries as Entergy shall create
whose activities and operations are primarily related to
the domestic sale of electric energy at retail or at
wholesale to affiliates, or the provision of services or
goods thereto.
<FN4> The term "non-utility business" includes Enterprises, EPI
and such other subsidiaries and affiliates as Entergy
shall create that are not domestic regulated electric or
combination electric and gas utilities primarily engaged
in the business of selling electric energy or natural gas
at retail or at wholesale to affiliates or are not
primarily engaged in the provision of services or goods
to regulated electric or combination electric and gas
utility affiliates.
<PAGE>
with the concurrence and support of such regulators, an
Application-Declaration in File No. 70-8529 seeking all requisite
Commission approvals under the Act in order to implement
provisions of the Settlement Arrangements. Reference is hereby
made to the Application-Declaration in such File for further
information with respect to the terms and conditions of the
Settlement Arrangements, including special pricing provisions
relating to certain transfers of services and assets between
Retail Electric Companies and non-utility businesses. To the
extent that certain of the transactions described herein would
involve affiliate transactions with Retail Electric Companies to
which the provisions of the Settlement Arrangements would apply,
Entergy and Enterprises agree that any such transactions would be
subject to, and performed in compliance with, such applicable
provisions and any order of the Commission issued in File No. 70-
8529 with respect thereto.
III. Authorizations Requested.
A. Preliminary Development Activities.
The Order authorizes Enterprises to conduct, and
Enterprises proposes to continue to conduct, on an ongoing basis,
preliminary development activities relating to possible Permitted
Investments (as hereinafter defined) by Entergy. Such activities
(hereinafter, "Preliminary Development Activities") may include,
among other things, (1) project due diligence and design review;
(2) marketing studies; (3) investigating sites; (4) research,
preliminary engineering and licensing activities; (5) applying
for required permits and regulatory approvals; (6) acquiring
options and rights; (7) drafting, negotiation and execution of
contractual commitments with owners of existing facilities,
governmental authorities, equipment vendors, construction firms,
power purchasers, thermal energy users and other project
participants; (8) negotiation of financing commitments with
lenders and equity co-investors (including the provision of
guarantees and other credit enhancements, as described below);
(9) legal, accounting and financial analysis; (10) preparing and
submitting bids and proposals; and (11) any other activities
necessary to identify and analyze investment opportunities.
Enterprises would continue to conduct such activities with
respect to potential investments by Entergy in the following
types of facilities and businesses (hereinafter, "Permitted
Investments"): (1) "exempt wholesale generators" ("EWGs") and
"foreign utility companies" ("FUCOs") under the Act; (2)
"qualifying facilities" ("QFs") under the Public Utility
Regulatory Policies Act of 1978, as amended ("PURPA"); (3) non-
exempt domestic and foreign generation, transmission and
distribution facilities, including but not limited to "inside the
fence" generating projects and other power production facilities;
(4) technologies relating to energy efficiency; (5) the
development of alternative energy sources; and (6) other exempt
or non-utility businesses.
Except with respect to investments in EWGs, FUCOs and
any other Permitted Investment for which Commission approval is
not required under the Act or rules promulgated by the Commission
thereunder, neither Entergy nor Enterprises would make any
Permitted Investment without obtaining any requisite further
Commission approval. In addition, the financing of any such
Permitted Investment would, to the extent jurisdictional, be
subject to further Commission authorization.
Enterprises may from time to time undertake Preliminary
Development Activities in collaboration with unaffiliated third
parties concerning various project-related matters, including
cost sharing and other arrangements for the joint funding of
development costs, allocation of project development
responsibilities among the parties, the formation of informal
consortia, or other non-jurisdictional arrangements and
relationships.
Entergy and Enterprises further propose, in order to
facilitate Enterprises' Project Development Activities and other
authorized businesses, to issue guarantees or provide other
credit support arrangements. Such arrangements may take the form
of Entergy or Enterprises agreeing to guarantee, undertake
reimbursement obligations or act as surety on bonds, letters of
credit, evidences of indebtedness, equity commitments,
performance and other obligations undertaken by Enterprises or
its associate companies in connection with Preliminary
Development Activities. For example, Enterprises or its
associate companies may be called upon to furnish various types
of bonds as security, including bid bonds, performance bonds, and
material and payment bonds. Moreover, Enterprises' consulting
services (as discussed further below) may require credit support
from Entergy to cover performance and warranty obligations.
These forms of credit enhancements are typical in the
marketplace, and would significantly benefit Enterprises'
business by, among other things, facilitating the making of bids
or proposals in respect of power projects, and helping to reduce
the cost of necessary bonds, sureties and other credit support.
Ordinarily, such credit enhancement arrangements are limited both
in duration and in amount, covering only a portion of the total
value of the project or activity. However, until such time as
there is no possibility of a claim against Entergy or Enterprises
under such arrangements, the full contingent amount of any
guarantees or other credit support arrangements issued by Entergy
would be included as part of Entergy's proposed additional
investments in Enterprises as requested herein.
B. Consulting Services.
The Order authorizes Enterprises to provide, on an
ongoing basis, various consulting services to non-associate
companies. Enterprises proposes, in addition to its Preliminary
Development Activities, to continue to render consulting services
(hereinafter, "Consulting Services") to non-associate companies.
Such Consulting Services may include the provision of (1)
management expertise, such as strategic planning, organization,
policy matters and management services; (2) technical expertise,
such as design engineering, availability engineering,
construction management planning and procedures, and financial,
system and operational planning; (3) operating expertise,
particularly with respect to generating, transmission and
distribution facilities; (4) environmental expertise, such as
environmental licensing and compliance, negotiation of permits
and environmental planning; (5) training expertise, particularly
in the areas of operations and management; (6) technical and
procedural resources, such as are embedded in computer systems,
programs and manuals; (7) fuel procurement, delivery and storage
expertise; (8) expertise relating to the marketing and brokering
of power resources; and (9) expertise relating to demand side
management or other energy management services. Enterprises also
would continue to market expertise in the bulk power business of
its associate company, EPI, including (1) management services in
respect of generating projects, transmission facilities and
thermal energy facilities, particularly in the areas strategic
planning, feasibility studies, and policy and organizational
matters; (2) technical services in respect of such projects and
facilities, particularly in the areas of design, engineering,
procurement and construction; and (3) training services in
respect of such projects and facilities, particularly in the
areas of operations and maintenance. Enterprises will charge
fair market value for Consulting Services provided to
unaffiliated third parties. Enterprises also from time to time
may provide Consulting Services to associate companies, including
associate EWGs, FUCOs and QFs. However, Enterprises will not,
without further authorization of the Commission, provide any
Consulting Services to Retail Electric Companies.
Enterprises further proposes to provide such Consulting
Services (and O&M Services, as discussed below) to its associate
companies (excluding the Retail Electric Companies) at fair
market prices, and requests an exemption pursuant to Section
13(b) of the Act from the requirements of Rules 90 and 91
thereunder, provided one or more of the following conditions are
satisfied (in the case of the provision of such services to
associated power projects):
(1) An associated power project derives no part
of its income, directly or indirectly, from the
generation, transmission, or distribution of electric
energy for sale within the United States;
(2) An associated power project is an EWG which
sells electricity at market-based rates which have been
approved by the Federal Energy Regulatory Commission
("FERC") or the appropriate state public utility
commission, or a QF which sells electricity at the
purchaser's "avoided cost" determined in accordance
with the regulations under PURPA, or sells electricity
at rates negotiated at arms-length with large
industrial or commercial customers purchasing such
electricity for their own use and not for resale; or
(3) An associated power project sells electricity
at rates based upon its cost of service, as approved by
FERC or any state public utility commission having
jurisdiction, provided that: the purchaser of such
electricity is not an associate company of Entergy and
the terms and conditions (including price) of the
contract pursuant to which Enterprises (or an O&M Sub,
as defined below) agrees to provide such services or
goods have been expressly approved by the holders of a
majority of the equity interests of such project other
than Entergy or an associate company of Entergy.
Enterprises also will continue to license to non-
affiliated third parties software and other intellectual property
acquired or developed by Entergy System companies. Certain
provisions of the Settlement Arrangements apply to the sharing of
costs and profits associated with the marketing by Enterprises of
products developed by Retail Electric Companies. Reference is
hereby made to the Application-Declaration in File No. 70-8529
for further information with respect to such provisions.
C. Provision of Other Services.
1. Administrative Services. As discussed above, the
Order authorizes Enterprises to provide certain management and
administrative support services to associate companies which are
not Retail Electric Companies. Such services include corporate
and project development and planning, portfolio management, and
administrative services, including legal, financial, accounting
and internal auditing (hereinafter, "Administrative Services").
In conjunction with its management and administration of
Entergy's non-utility businesses, Enterprises would continue to
provide, from time to time, various Administrative Services to
certain associate companies which are not Retail Electric
Companies. Existing associate companies to which Enterprises
provides Administrative Services are Entergy SASI, a subsidiary
of Enterprises engaged in the energy management services
business, and Entergy S.A. and Entergy Argentina S.A., two
subsidiary companies of Entergy formed pursuant to Commission
authorization to hold Entergy's interests in electric generation
and distribution facilities located in Argentina.
In the Order, the Commission specifically reserved
jurisdiction over the provision of Administrative Services to
associate companies which are EWGs or FUCOs "until such time as
the Commission has adopted final rules" with respect to EWGs and
FUCOs and Enterprises has demonstrated its compliance with such
rules. The Commission in September 1993 adopted final rules with
respect to investments in EWGs (see HCAR No. 25886 (September 23,
1993)), and, as described further below, Entergy and Enterprises
are in compliance with such rules. In addition, Entergy and
Enterprises agree to comply with the terms and conditions of all
applicable rules under the Act from time to time in effect
relating to the provision of services to EWGs and FUCOs,
including without limitation Rule 87, as it may be amended.
Accordingly, Entergy and Enterprises request that the Commission
release jurisdiction over the provision by Enterprises of
Administrative Services to associate companies that are EWGs and
FUCOs, subject to the terms and conditions set forth herein.
Enterprises would continue to charge its associate
companies for the fully allocated direct and indirect cost of
services provided, determined in accordance with Rules 90 and 91
under the Act. Enterprises also would continue to utilize a
project-based accounting system to properly account for and
allocate the cost of providing such services to its associate
companies.
No change in the method of allocating costs among those
associate companies receiving services from Enterprises shall be
made unless and until Enterprises shall have first given the
Commission written notice of such proposed change not less than
60 days prior to the proposed effectiveness of any such change.
If, upon the receipt of any such notice, the Commission within
such 60 day period shall notify Enterprises that a question
exists as to whether such proposed change is consistent with the
provisions of Section 13 of the Act, or any rule, regulation or
order thereunder, the proposed change shall not become effective
unless and until Enterprises shall have filed with the Commission
an appropriate declaration with respect to such proposed change,
and the Commission shall have permitted such declaration to
become effective. Further, in the event the operation of the
allocation plan of Enterprises does not result in a fair and
equitable allocation of its costs among associate companies
receiving services from Enterprises, the Commission shall have
the right to require, after notice and opportunity for hearing,
prospective adjustments, and, to the extent it appears feasible
and equitable, retroactive adjustments of such cost allocations.
2. Operations and Maintenance Services.
Enterprises further proposes to offer directly, or
indirectly through one or more special purpose subsidiary
companies of Entergy or Enterprises (hereinafter, an "O&M Sub"),
various operations and maintenance services (hereinafter, "O&M
Services") to developers, owners and operators of domestic and
foreign power projects, including power projects that Enterprises
may develop on its own or in collaboration with third parties.
Such O&M Services would include, among others, development,
engineering, design, construction and construction management,
pre-operational start-up, testing and commissioning, long-term
operations and maintenance, fuel procurement, management and
supervision, technical and training, administrative support, and
any other managerial or technical services required in connection
with the operation and maintenance of electric power facilities.
Enterprises proposes to render such O&M Services using
its own work force and the personnel and resources of the Retail
Electric Companies obtained pursuant to the Service Agreements
with such companies, as they may be amended by order of the
Commission in File No. 70-8529. Further, in accordance with the
Settlement Arrangements, and subject to the receipt of requisite
Commission approval in such File with respect thereto, the Retail
Electric Companies would be reimbursed for the fully allocated
cost of any services provided to Enterprises or any O&M Sub, plus
5%.
Enterprises and any O&M Sub formed to provide O&M
Services would charge fair market value for services, provided
that Enterprises or such O&M Sub, as the case may be, would
perform such services in compliance with all applicable rules of
the Commission and the terms and conditions set forth herein.
O&M Subs would either be domestic or foreign corporations,
partnerships or other entities (depending upon the legal and
regulatory requirements of a particular project). With respect
to any O&M Sub that would not qualify as an EWG or FUCO,
Enterprises would provide information as to the formation and
capitalization of such subsidiary to the Commission in the next
quarterly certificate filed pursuant to Rule 24 (as more
particularly described below). Such certificate would, among
other things, represent that no Retail Electric Company has
subsidized the operations of Enterprises or any O&M Sub, and
further, that any transfer of personnel from any Retail Electric
Company to, and the rendering of O&M Services by, Enterprises or
such O&M Sub are in compliance with applicable rules, regulations
and orders of the Commission and have not adversely affected the
services provided by such Retail Electric Companies to their
respective customers.
IV. Periodic Reporting.
Enterprises will continue to provide the Commission, on
a quarterly basis within 45 days after the end of each calendar
quarter, a report pursuant to Rule 24, which shall include the
following: (1) balance sheets and income statements for
Enterprises for the three-, six- or nine-month period then ended;
(2) amounts expended by Enterprises on Preliminary Development
Activities during the quarter, broken down by the categories of
Permitted Investments described above; (3) information concerning
the nature and extent of Enterprises' Consulting Services and
Administrative Services during the quarter; and (4) information
concerning the formation and capitalization of any O&M Sub and
the nature and extent of any O&M Services performed by
Enterprises or any such O&M Sub during the quarter. Enterprises
would also continue to file Annual Reports on Form U-13-60 with
the Commission.
V. Requested Financing Authority.
Entergy hereby requests authority to make additional
investments in Enterprises up to an aggregate amount of $350
million outstanding at any one time through December 31, 1997
(and continuing beyond December 31, 1997 in accordance with the
terms of any debt incurred or guarantee issued prior to such date
pursuant to any order in this File) in connection with
Enterprises' various authorized business activities. Entergy's
investments in Enterprises may take the form of (1) additional
purchases of Enterprises' Common Stock, no par value, for a
purchase price of $1,000 per share <FN5>; (2) capital
contributions; (3) loans to Enterprises (and the conversion of
any such loans to capital contributions); and (4) guarantees by
Entergy of indebtedness or other obligations incurred by
Enterprises or its associate companies, as described below. Any
loans to Enterprises by Entergy would mature no later than
December 31, 2004, and would bear interest at a rate not to
exceed the prime rate in effect on the date of the loan at a bank
designated by Entergy (the "Prime Rate").
Entergy and Enterprises also request authority through
December 31, 1997 to issue guarantees in an aggregate contingent
amount that, when added to investments in Enterprises and any O&M
Sub otherwise made as provided herein, will not exceed $350
million. Such guarantees may be required, among other things, in
connection with Enterprises' Preliminary Development Activities
and other authorized businesses (as described above), or to
_________________
<FN5> In order to accommodate the possible issuance and sale of
additional Common Stock to Entergy as requested in this
File, as well as in connection with financing the
business of Enterprises' subsidiary, Entergy SASI,
Enterprises is amending its Articles of Incorporation to
increase the number of authorized shares of Common Stock
specified therein from 100,000 shares to 500,000 shares.
Entergy and Enterprises hereby request any requisite
Commission approval for such amendment.
<PAGE>
satisfy the requirements of lenders and other project
participants under financing documents and other agreements to
which Enterprises, an O&M Sub or another associate company of
Entergy becomes a party (including with respect to the provision
of construction and permanent debt and equity financing). The
terms and conditions of such guarantees would be established at
arm's length based upon market conditions.
In addition, Entergy and Enterprises hereby request
authorization through December 31, 1997 to organize and provide
funding to O&M Subs. Such investments may take the form of (1)
purchases of capital stock, (2) capital contributions, (3) loans,
(4) guarantees of the securities or other obligations of an O&M
Sub, or (5) any combination of the foregoing; provided that any
such loans to an O&M Sub would bear interest at the Prime Rate,
and provided further that any such investments in O&M Subs would
be included in the $350 million additional aggregate investment
authority requested by Entergy herein.
Enterprises would use the proceeds from investments by
Entergy (1) to provide working capital in connection with
Enterprises' Preliminary Development Activities, Consulting
Services, Administrative Services, and other authorized business
activities, (2) to pay its associate companies for services
rendered to Enterprises and (3) for other general corporate
purposes. Entergy and Enterprises currently estimate that
approximately $100 million of the $350 million of additional
aggregate investment authority requested herein would be applied
to meet Enterprises' foregoing capital needs.
Subject to any requisite further Commission approval,
no part of the proceeds from such transactions would be used by
Enterprises to make any Permitted Investment, including in the
securities or an interest in the business of an EWG, a FUCO or a
QF.
With respect to compliance with Rule 53 under the Act,
Entergy currently meets, and would continue to meet after giving
effect to the transactions proposed herein, all of the "safe
harbor" conditions under such rule (even assuming that the entire
$250 million of the $350 million of additional authorized
investments was used to provide guarantees to EWGs or FUCOs).
Inclusive of such amount, Entergy's "aggregate investment" in
EWGs and FUCOs would be approximately $425.7 million,
representing approximately 18.2% of the Entergy System's
consolidated retained earnings as of September 30, 1994.
Furthermore, Entergy has complied 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.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses estimated to be
incurred in connection with the filing of this Application-
Declaration will be supplied by amendment.
Item 3. Applicable Statutory Provisions.
The sections of the Act and the rules or exemptions thereunder
which Entergy and Enterprises consider applicable to the proposed
transactions, and the basis for exemption therefrom, are set forth below:
(4) Issuance of capital stock by Enterprises or O&M Sub -
Sections 6(a) and 7.
(5) Issuance by Enterprises or O&M Sub of debt securities -
Sections 6(a) and 7.
(6) Acquisition by Entergy or Enterprises of capital stock
or debt securities of Enterprises or O&M Sub - Sections
9(a) and 10, Rule 45(b)(1).
(7) Preliminary Development Activities, Consulting Services
and O&M Services - Sections 9(a) and 10.
(8) Loans, guarantees, capital contributions and other
credit support arrangements by Entergy or Enterprises -
Sections 12(b), 32 and 33, Rule 45.
(9) Administrative Services provided by Enterprises -
Section 13(b), Rules 87(b)(1), 90 and 91.
(10) Exemption from "at cost" requirements of Act for
provision of Consulting Services and O&M Services to
certain associate companies - Section 13(b).
To the extent that the proposed transactions are
considered by the Commission to require authorization, approval
or exemption under any Section of the Act or rules thereunder,
other than those specifically referred to above, request for such
authorization, approval or exemption is hereby made.
Item 4. Regulatory Approval.
No state or federal commission, other than the
Commission, has jurisdiction over the transactions proposed in
this Application-Declaration.
Item 5. Procedure.
Entergy and Enterprises request that the Commission
issue its order as soon as practicable but in any event no later
than January 31, 1995. Entergy and Enterprises hereby (1) waive
a recommended decision by a hearing officer or other responsible
officer of the Commission, (2) consent that the Division of
Investment Management may assist in the preparation of the
Commission's decision in this proceeding, and (3) request that
there be no waiting period between the issuance of the
Commission's order and the date on which it is to become
effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*A-1 - Articles of Incorporation of Electec, Inc.
(filed as Exhibit B-4(a) to Form U5S for the
year ended December 31, 1983).
*A-2 - Amendment to Articles of Incorporation of
Electec, Inc. (filed as Exhibit A-5 to Form
U-1 in File No. 70-8002).
*A-3 - Amendment to Articles of Incorporation of
Enterprises, as executed September 16, 1992
(filed as Exhibit A-4 to Form U-1 in File No.
70-8002).
A-4 - Form of Amendment to Articles of
Incorporation of Enterprises (to be filed by
amendment).
F - Opinion of Counsel (to be filed by amendment)
H - Form of Notice of Proposed Transactions
(b) Financial Statements:
Financial Statements of Entergy and
of Entergy and subsidiaries
consolidated as of September 30,
1994.
Financial Statements of Enterprises
as of September 30, 1994, including
pro forma journal entries.
__________________________________
* Incorporated herein by reference as indicated.
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business have
taken place since September 30, 1994.
Item 7. Information as to Environmental Effects.
(a) The Commission's action in this matter will
not constitute any major federal action significantly affecting
the quality of the human environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
ENTERGY ENTERPRISES, INC.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President,
Chief Financial Officer,
Treasurer and (Acting
Chief Operating Officer)
Dated: December 21, 1994
Exhibit H
[FORM OF NOTICE]
Entergy Corporation ("Entergy"), 225 Baronne Street,
New Orleans, Louisiana, a registered holding company under the
Act, and its wholly-owned, non-utility subsidiary company,
Entergy Enterprises, Inc. ("Enterprises"), Three Financial
Centre, Little Rock, Arkansas, have filed an Application-
Declaration under Sections 6(a), 7, 9(a), 10, 12, 13(b), 32 and
33 of the Act and rules 45, 53, 87, 90 and 91 thereunder,
requesting the authorization of the Commission under the Act for
Entergy to provide funding in connection with the following
Enterprises activities: (1) engaging in preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility projects;
(2) providing consulting services to unaffiliated companies
primarily in the areas of power generation, transmission and
distribution and operations ancillary thereto; (3) providing
management and administrative support services to certain of
Enterprises' associate companies; (4) providing operations and
maintenance services to unaffiliated third parties and affiliated
power projects; and (5) engaging in certain related transactions.
Pursuant to Commission authorization (see Holding Company Act
Release ("HCAR") No. 22818 (dated January 11, 1983)), Enterprises
(formerly Electec, Inc.), was organized to market the expertise
and capabilities of the Entergy System to non-affiliates, and to
investigate and develop investment opportunities in power-related
areas. In 1991, Enterprises was further authorized to invest in
First Pacific Networks, Inc. ("FPN") and to undertake
development, marketing and other activities relating to a
proposed energy management system utilizing the technology of
FPN. (See HCAR No. 25353 (dated July 25, 1991); see also HCAR
No. 25580 (dated July 13, 1992)). The Commission also authorized
Entergy Enterprises to enter into various transactions relating
to the formation of an energy management service company, Entergy
Systems and Service, Inc. (see HCAR No. 25718 (dated December 28,
1992) and to provide certain consulting services to affiliated
utilities in Argentina (see HCAR Nos. 25705 and 25706 (each dated
December 14, 1992)).
As part of a planned restructuring of its energy-
related and non-utility businesses, Entergy in 1992 and 1993
entered into a series of agreements with certain of its state and
local rate regulatory authorities<FN1> (the "Settlement
Arrangements") relating, among other things, to transfer pricing
in connection with the provision of services and other affiliate
<FN1> These regulators are the Arkansas Public Service
Commission, the Council of the City of New Orleans, the
Louisiana Public Service Commission and the Mississippi
Public Service Commission. The System Operating
Companies' retail rate regulator in Texas is precluded
from agreeing to the terms of the Settlement Arrangements
because Texas has regulations governing affiliate
transactions.
<PAGE>
transactions between Entergy's "regulated utilities"<FN2>
(hereinafter, the "Retail Electric Companies") and Entergy's "non-
utility businesses"<FN3>. Entergy has filed, with the
concurrence and support of such regulators, an Application-
Declaration in File No. 70-8529 seeking all requisite Commission
approvals under the Act in order to implement provisions of the
Settlement Arrangements.
Pursuant to the initial order of the Commission issued
in this File (HCAR No. 25848 (dated July 8, 1993) (the "Order")),
Enterprises is currently authorized to conduct, and Enterprises
proposes to continue to conduct, on an ongoing basis, preliminary
development activities relating to possible Permitted Investments
<FN2> The term "regulated utility" refers to the System
Operating Companies, System Energy, EOI, ESI and SFI, and
such other similar subsidiaries as Entergy shall create
whose activities and operations are primarily related to
the domestic sale of electric energy at retail or at
wholesale to affiliates, or the provision of services or
goods thereto.
<FN3> The term "non-utility business" includes Enterprises, EPI
and such other subsidiaries and affiliates as Entergy
shall create that are not domestic regulated electric or
combination electric and gas utilities primarily engaged
in the business of selling electric energy or natural gas
at retail or at wholesale to affiliates or are not
primarily engaged in the provision of services or goods to
regulated electric or combination electric and gas utility
affiliates.
<PAGE>
(as hereinafter defined) by Entergy. Such activities
(hereinafter, "Preliminary Development Activities") may include,
among other things, (1) project due diligence and design review;
(2) marketing studies; (3) investigating sites; (4) research,
preliminary engineering and licensing activities; (5) applying
for required permits and regulatory approvals; (6) acquiring
options and rights; (7) drafting, negotiation and execution of
contractual commitments with owners of existing facilities,
governmental authorities, equipment vendors, construction firms,
power purchasers, thermal energy users and other project
participants; (8) negotiation of financing commitments with
lenders and equity co-investors (including the provision of
guarantees and other credit enhancements, as described below);
(9) legal, accounting and financial analysis; (10) preparing and
submitting bids and proposals; and (11) any other activities
necessary to identify and analyze investment opportunities.
Enterprises would continue to conduct such activities with
respect to potential investments by Entergy in the following
types of facilities and businesses (hereinafter, "Permitted
Investments"): (1) "exempt wholesale generators" ("EWGs") and
"foreign utility companies" ("FUCOs") under the Act; (2)
"qualifying facilities" ("QFs") under the Public Utility
Regulatory Policies Act of 1978, as amended ("PURPA"); (3) non-
exempt domestic and foreign generation, transmission and
distribution facilities, including but not limited to "inside the
fence" generating projects and other power production facilities;
(4) technologies relating to energy efficiency; (5) the
development of alternative energy sources; and (6) other exempt
or non-utility businesses. Except with respect to investments in
EWGs, FUCOs and any other Permitted Investment for which
Commission approval is not required under the Act or rules
promulgated by the Commission thereunder, neither Entergy nor
Enterprises would make any Permitted Investment without obtaining
any requisite further Commission approval. In addition, the
financing of any such Permitted Investment would, to the extent
jurisdictional, be subject to further Commission authorization.
In order to facilitate Enterprises' Project
Development Activities and other authorized businesses, Entergy
and Enterprises further propose to issue guarantees or provide
other credit support arrangements. Such arrangements may take
the form of Entergy or Enterprises agreeing to guarantee,
undertake reimbursement obligations or act as surety on bonds,
letters of credit, evidences of indebtedness, equity commitments,
performance and other obligations undertaken by Enterprises or
its associate companies in connection with Preliminary
Development Activities.
The Order also authorizes Enterprises to provide, on an
ongoing basis, various consulting services to non-associate
companies. Enterprises proposes, in addition to its Preliminary
Development Activities, to continue to render consulting services
(hereinafter, "Consulting Services") to non-associate companies.
Such Consulting Services may include the provision of (1)
management expertise, such as strategic planning, organization,
policy matters and management services; (2) technical expertise,
such as design engineering, availability engineering,
construction management planning and procedures, and financial,
system and operational planning; (3) operating expertise,
particularly with respect to generating, transmission and
distribution facilities; (4) environmental expertise, such as
environmental licensing and compliance, negotiation of permits
and environmental planning; (5) training expertise, particularly
in the areas of operations and management; (6) technical and
procedural resources, such as are embedded in computer systems,
programs and manuals; (7) fuel procurement, delivery and storage
expertise; (8) expertise relating to the marketing and brokering
of power resources; and (9) expertise relating to demand side
management or other energy management services. Enterprises also
would continue to market expertise in the bulk power business of
its associate company, Entergy Power, Inc., including (1)
management services in respect of generating projects,
transmission facilities and thermal energy facilities,
particularly in the areas strategic planning, feasibility
studies, and policy and organizational matters; (2) technical
services in respect of such projects and facilities, particularly
in the areas of design, engineering, procurement and
construction; and (3) training services in respect of such
projects and facilities, particularly in the areas of operations
and maintenance. Enterprises will charge fair market value for
Consulting Services provided to unaffiliated third parties.
Enterprises also from time to time may provide Consulting
Services to associate companies, including associate EWGs, FUCOs
and QFs. However, Enterprises will not, without further
authorization of the Commission, provide any Consulting Services
to Retail Electric Companies.
Enterprises further proposes to provide such Consulting
Services (and O&M Services, as discussed below) to its associate
companies (excluding the Retail Electric Companies) at fair
market prices, and requests an exemption pursuant to Section
13(b) of the Act from the requirements of Rules 90 and 91
thereunder, provided one or more of the following conditions are
satisfied (in the case of the provision of such services to
associated power projects):
(1) An associated power project derives no part
of its income, directly or indirectly, from the
generation, transmission, or distribution of electric
energy for sale within the United States;
(2) An associated power project is an EWG which
sells electricity at market-based rates which have been
approved by the Federal Energy Regulatory Commission
("FERC") or the appropriate state public utility
commission, or a QF which sells electricity at the
purchaser's "avoided cost" determined in accordance
with the regulations under PURPA, or sells electricity
at rates negotiated at arms-length with large
industrial or commercial customers purchasing such
electricity for their own use and not for resale; or
(3) An associated power project sells electricity
at rates based upon its cost of service, as approved by
FERC or any state public utility commission having
jurisdiction, provided that: the purchaser of such
electricity is not an associate company of Entergy and
the terms and conditions (including price) of the
contract pursuant to which Enterprises (or an O&M Sub,
as defined below) agrees to provide such services or
goods have been expressly approved by the holders of a
majority of the equity interests of such project other
than Entergy or an associate company of Entergy.
The Order also authorizes Enterprises to provide
certain management and administrative support services to
associate companies which are not Retail Electric Companies.
Such services include corporate and project development and
planning, portfolio management, and administrative services,
including legal, financial, accounting and internal auditing
(hereinafter, "Administrative Services"). In conjunction with
its management and administration of Entergy's non-utility
businesses, Enterprises would continue to provide, from time to
time, various Administrative Services to certain associate
companies which are not Retail Electric Companies. Enterprises
would continue to charge its associate companies for the fully
allocated direct and indirect cost of services provided,
determined in accordance with Rules 90 and 91 under the Act.
Enterprises also would continue to utilize a project-based
accounting system to properly account for and allocate the cost
of providing such services to its associate companies.
In the Order, the Commission reserved jurisdiction over
the provision by Enterprises of Administrative Services to
associate companies which are EWGs or FUCOs under Sections 32 and
33, respectively, of the Act. The Commission in September 1993
adopted final rules with respect to investments in EWGs (see HCAR
No. 25886 (September 23, 1993)), and Entergy and Enterprises
state that they are in compliance with such rules. In addition,
Entergy and Enterprises agree to comply with the terms and
conditions of all applicable rules under the Act from time to
time in effect relating to the provision of services to EWGs and
FUCOs, including without limitation Rule 87, as it may be
amended. Accordingly, Entergy and Enterprises request that the
Commission release jurisdiction over the provision by Enterprises
of Administrative Services to associate companies that are EWGs
and FUCOs, subject to the foregoing terms and conditions.
Enterprises further proposes to offer directly, or
indirectly through one or more special purpose subsidiary
companies of Entergy or Enterprises (hereinafter, an "O&M Sub"),
various operations and maintenance services (hereinafter, "O&M
Services") to developers, owners and operators of domestic and
foreign power projects, including power projects that Enterprises
may develop on its own or in collaboration with third parties.
Such O&M Services would include, among others, development,
engineering, design, construction and construction management,
pre-operational start-up, testing and commissioning, long-term
operations and maintenance, fuel procurement, management and
supervision, technical and training, administrative support, and
any other managerial or technical services required in connection
with the operation and maintenance of electric power facilities.
Enterprises proposes to render such O&M Services using
its own workforce and the personnel and resources of the Retail
Electric Companies obtained pursuant to the Service Agreements
with such companies, as they may be amended by order of the
Commission in File No. 70-8529. Further, in accordance with the
Settlement Arrangements, and subject to the receipt of requisite
Commission approval in such File with respect thereto, the Retail
Electric Companies would be reimbursed for the fully allocated
cost of any services provided to Enterprises or any O&M Sub, plus
5%.
Enterprises and any O&M Sub formed to provide O&M
Services would charge fair market value for services, provided
that Enterprises or such O&M Sub, as the case may be, would
perform such services in compliance with all applicable rules of
the Commission and the terms and conditions set forth above. O&M
Subs would either be domestic or foreign corporations,
partnerships or other entities (depending upon the legal and
regulatory requirements of a particular project). With respect
to any O&M Sub that would not qualify as an EWG or FUCO,
Enterprises would provide information as to the formation and
capitalization of such subsidiary to the Commission in the next
quarterly certificate filed pursuant to Rule 24 (as more
particularly described below). Such certificate would, among
other things, represent that no Retail Electric Company has
subsidized the operations of Enterprises or any O&M Sub, and
further, that any transfer of personnel from any Retail Electric
Company to, and the rendering of O&M Services by, Enterprises or
such O&M Sub are in compliance with applicable rules, regulations
and orders of the Commission and have not adversely affected the
services provided by such Retail Electric Companies to their
respective customers.
Entergy further requests authority to make additional
investments in Enterprises up to an aggregate amount of $350
million outstanding at any one time through December 31, 1997
(and continuing beyond December 31, 1997 in accordance with the
terms of any debt incurred or guarantee issued prior to such date
pursuant to any order of the Commission in this File) in
connection with Enterprises' various authorized business
activities. Entergy's investments in Enterprises may take the
form of (1) additional purchases of Enterprises' Common Stock, no
par value, for a purchase price of $1,000 per share; (2) capital
contributions; (3) loans to Enterprises (and the conversion of
any such loans to capital contributions); and (4) guarantees by
Entergy of indebtedness or other obligations incurred by
Enterprises or its associate companies, as described below. Any
loans to Enterprises by Entergy would mature no later than
December 31, 2004, and would bear interest at a rate not to
exceed the prime rate in effect on the date of the loan at a bank
designated by Entergy (the "Prime Rate").
Entergy and Enterprises also request authority through
December 31, 1997 to issue guarantees in an aggregate contingent
amount that, when added to investments in Enterprises and any O&M
Sub otherwise made as provided herein, will not exceed $350
million. Such guarantees may be required, among other things, in
connection with Enterprises' Preliminary Development Activities
and other authorized businesses, or to satisfy the requirements
of lenders and other project participants under financing
documents and other agreements to which Enterprises, an O&M Sub
or another associate company of Entergy becomes a party
(including with respect to the provision of construction and
permanent debt and equity financing). The terms and conditions
of such guarantees would be established at arm's length based
upon market conditions.
In addition, Entergy and Enterprises request
authorization through December 31, 1997 to organize and provide
funding to O&M Subs. Such investments may take the form of (1)
purchases of capital stock, (2) capital contributions, (3) loans,
(4) guarantees of the securities or other obligations of an O&M
Sub, or (5) any combination of the foregoing; provided that any
such loans to an O&M Sub would bear interest at the Prime Rate,
and provided further that any such investments in O&M Subs would
be included in the $350 million additional aggregate investment
authority requested by Entergy.
Enterprises states that it would use the proceeds from
investments by Entergy (1) to provide working capital in
connection with its Preliminary Development Activities,
Consulting Services, Administrative Services, and other
authorized business activities, (2) to pay its associate
companies for services rendered to Enterprises and (3) for other
general corporate purposes.
Subject to any requisite further Commission approval,
Entergy and Enterprises state that no part of the proceeds from
such transactions would be used by Enterprises to make any
Permitted Investment, including in the securities or an interest
in the business of an EWG, a FUCO or a QF.
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY ENTERPRISES, INC.
___________________________________________
AS OF SEPTEMBER 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
ENTERGY ENTERPRISES, INC.
JOURNAL ENTRIES
These entries give effect to the investment of $100,000,000 as common
stock in Entergy Enterprises, Inc. by Entergy Corporation.
Entry No. 1
Cash......................................... $100,000,000
Common Stock ........................................... $100,000,000
To give effect to the investment of $100,000,000 of common stock by
Entergy Corporation
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Property:
Furniture & equipment $1,097 $1,097
Intangible assets 82 82
------- -------- --------
Total 1,179 1,179
------- -------- --------
Investment:
Investments in FPN 9,531 9,531
Investments in Entergy SASI, Inc. 13,500 13,500
Earnings from Entergy SASI, Inc. (12,345) (12,345)
Special deposits 30 30
------- -------- --------
Total 10,716 10,716
------- -------- --------
Current Assets:
Cash and cash equivalents:
Cash 243 243
Temporary cash investments 3,153 $100,000 103,153
------- -------- --------
Total cash and cash equivalents 3,396 100,000 103,396
Accounts receivable 12 12
Accounts receivable - associated companies 823 823
Taxes accrued 5,429 5,429
Other current assets 142 142
------- -------- --------
Total 9,802 100,000 109,802
------- -------- --------
Deferred Debits:
FPN License (Net of Amortization) 2,400 2,400
Accum. Deferred Income Tax - Federal & State 2,762 2,762
Miscellaneous Deferred Debits 1,075 1,075
Investments in active development - net 215 215
Total Deferred Debits 6,452 6,452
------- -------- --------
TOTAL $28,149 $100,000 $128,149
======= ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common Stock $51,550 $100,000 $151,550
Additional Paid In Capital - -
Retained Earnings (26,734) (26,734)
-------- -------- ---------
Total 24,816 100,000 124,816
-------- -------- ---------
Current Liabilities:
Accounts Payable 499 499
Accounts payable - associated companies 410 410
Other 774 774
-------- -------- ---------
Total 1,683 1,683
Deferred Credits
Other Deferred Credits 1,650 1,650
-------- -------- ---------
Total 1,650 1,650
-------- -------- ---------
TOTAL $28,149 $100,000 $128,149
======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
Transactions Filing Transactions
------------- ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Revenues:
Services rendered - non-associated companies $545 $545
Services rendered - associated companies 3,599 3,599
Equity in earnings of subsidiaries (8,332) (8,332)
Interest Income 76 76
Miscellaneous income 898 898
-------- -------- ---------
Total (3,214) (3,214)
-------- -------- ---------
Expenses:
Salaries, wages and benefits 6,907 6,907
Outside services 4,935 4,935
Administrative and general 1,595 1,595
Active development reserve 616 616
Other 421 421
-------- -------- ---------
Total 14,474 14,474
-------- -------- ---------
Depreciation and Amortization 367 367
Amortization of organizational cost 971 971
Miscellaneous Expenses 40 40
-------- -------- ---------
Total expenses 15,852 15,852
-------- -------- ---------
Income (Loss) Before Income Taxes (19,066) (19,066)
-------- -------- ---------
Income Taxes - Federal (3,252) (3,252)
Income Taxes - State (388) (388)
Provision for Deferred Income Taxes - Federal (576) (576)
Provision for Deferred Income Taxes - State 206 206
-------- -------- ---------
Net Income ($15,056) ($15,056)
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Balance at September 30, 1993 ($11,678) ($11,678)
Add - Net loss (15,056) (15,056)
-------- -------- --------
Balance at September 30, 1994 ($26,734) ($26,734)
======== ======== ========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY ENTERPRISES, INC.
AND CONSOLIDATED
___________________________________________
AS OF SEPTEMBER 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC. AND CONSOLIDATED
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Property:
Furniture & equipment $4,559 $4,559
Intangible assets 1,227 1,227
Work in process 9,616 9,616
------- -------- ---------
Total 15,402 15,402
------- -------- ---------
Investment:
Investments in FPN 9,531 9,531
Investments in Entergy SASI, Inc. 2,317 2,317
Note receivable - Entergy SASI, Inc. 2,700 2,700
Long-term accounts receivable 1,875 1,875
Special deposits 30 30
------- -------- ---------
Total 16,453 16,453
------- -------- ---------
Current Assets:
Cash and cash equivalents:
Cash 709 709
Temporary cash investments 3,153 $100,000 103,153
------- -------- ---------
Total cash and cash equivalents 3,862 100,000 103,862
Accounts receivable 1,278 1,278
Accounts receivable - associated companies 823 823
Inventory 7,974 7,974
Taxes accrued 5,429 5,429
Other current assets 6,725 6,725
------- -------- ---------
Total 26,091 100,000 126,091
Deferred Debits:
FPN License (Net of Amortization) 2,400 2,400
Accum. Deferred Income Tax - Federal & State 8,260 8,260
Miscellaneous Deferred Debits 1,075 1,075
Investments in active development - net 215 215
------- -------- ---------
Total Deferred Debits 11,950 11,950
------- -------- ---------
TOTAL $69,896 $100,000 $169,896
======= ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC. AND CONSOLIDATED
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common Stock $51,550 $100,000 $151,550
Additional Paid In Capital - -
Retained Earnings (26,734) (26,734)
------- -------- ---------
Total 24,816 100,000 124,816
------- -------- ---------
Long-Term Liabilities:
Notes Payable - Entergy Corporation 37,400 37,400
Notes Payable - Non-associated - -
Other 354 354
------- -------- ---------
Total 37,754 37,754
------- -------- ---------
Current Liabilities:
Accounts Payable 1,878 1,878
Accounts payable - associated companies 410 410
Other 1,668 1,668
------- -------- ---------
Total 3,956 3,956
Deferred Credits
Deferred Revenue 1,720 1,720
Other Deferred Credits 1,650 1,650
------- -------- ---------
Total 3,370 3,370
------- -------- ---------
TOTAL $69,896 $100,000 $169,896
======= ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC. AND CONSOLIDATED
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Revenues:
Services rendered - non-associated companies $545 $545
Services rendered - associated companies 3,599 3,599
Interest Income 76 76
Net sales 3,166 3,166
Miscellaneous income 1,220 1,220
-------- -------- ---------
Total 8,606 8,606
-------- -------- ---------
Expenses:
Cost of goods sold 1,618 1,618
Salaries, wages and benefits 14,340 14,340
Outside services 5,772 5,772
Administrative and General 4,417 4,417
Other 2,334 2,334
-------- -------- ---------
Total 28,481 28,481
-------- -------- ---------
Depreciation and Amortization 1,217 1,217
Amortization of organizational cost 971 971
Miscellaneous Expenses 30 30
-------- -------- ---------
Total expenses 30,699 30,699
-------- -------- ---------
Interest Expense 1,292 1,292
-------- -------- ---------
Income (Loss) Before Income Taxes (23,385) (23,385)
-------- -------- ---------
Income Taxes - Federal (5,285) (5,285)
Income Taxes - State (388) (388)
Provision for Deferred Income Taxes - Federal (2,862) (2,862)
Provision for Deferred Income Taxes - State 206 206
-------- -------- ---------
Net Income ($15,056) ($15,056)
======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC. AND CONSOLIDATED
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Balance at September 30, 1993 ($11,678) ($11,678)
Add - Net loss (15,056) (15,056)
-------- -------- --------
Balance at September 30, 1994 ($26,734) ($26,734)
======== ======== ========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
___________________________________________
AS OF SEPTEMBER 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 3
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ --------- ------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant
Plant in service - electric $26,030 26,030
Construction work in progress 2,328 24,450
---------- -------- ----------
Total 28,358 50,480
Less - accumulated depreciation and
amortization 434 434
---------- -------- ----------
Utility plant - net 27,924 27,924
---------- -------- ----------
Investment in wholly owned subsidiaries 6,276,965 $100,000 6,376,965
Current Assets:
Cash 0 0
Temporary cash investments 132,546 (100,000) 32,546
Notes receivable - associated companies 60,618 60,618
Accounts receivable:
Associated companies 8,204 8,204
Other 2,758 2,758
Other current assets 1,858 1,858
---------- -------- ----------
Total 205,984 (100,000) 105,984
---------- -------- ----------
Deferred Debits
Accumulated deferred income taxes 45,277 45,277
Miscellaneous deferred debits 52,861 52,861
---------- -------- ----------
Total 98,138 0 98,138
---------- -------- ----------
TOTAL $6,609,011 $0 $6,609,011
========== ======== ==========
LIABILITIES
Capitalization:
Common stock $2,300 $2,300
Paid-in capital 4,201,981 4,201,981
Retained earnings 2,345,156 $0 2,345,156
Less - treasury stock 77,440 77,440
---------- -------- ----------
Total common shareholders' equity 6,471,997 0 6,471,997
---------- -------- ----------
Other Noncurrent Liabilities 69,584 69,584
---------- -------- ----------
Current Liabilities:
Accounts payable:
Associated company 1,392 1,392
Taxes accrued 444 444
Other 5,064 5,064
---------- -------- ----------
Total 6,900 0 6,900
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes - other 43,724 43,724
Other 16,806 16,806
---------- -------- ----------
Total 60,530 0 60,530
---------- -------- ----------
TOTAL $6,609,011 $0 $6,609,011
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $432,019 $0 $432,019
Interest on temporary investments 22,984 22,984
Miscellaneous Income 5,295 5,295
-------- -------- --------
Total 460,298 0 460,298
-------- -------- --------
Expenses and Other Deductions:
Administrative and general expenses 60,570 60,570
Interest
Associated 31 31
Other 1,487 1,487
Income taxes 3,796 3,796
Taxes other than income (343) (343)
-------- -------- --------
Total 65,541 0 65,541
-------- -------- --------
Net Income $394,757 $0 $394,757
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED
EARNINGS AND PAID-IN CAPITAL
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,366,414 $0 $2,366,414
Add - Net income 394,757 394,757
---------- ------- ----------
Total 2,761,171 0 2,761,171
---------- ------- ----------
Deduct:
Dividends declared on common stock 388,016 388,016
Common stock retirements 26,206 26,206
Capital stock and other expenses 1,793 1,793
---------- ------- ----------
Total 416,015 0 416,015
---------- ------- ----------
Retained Earnings - End of period $2,345,156 $0 $2,345,156
========== ======= ==========
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $1,329,400 $1,329,400
Add:
Issuance of 56,667,726 shares of common
stock in the merger with GSU 2,033,040 2,033,040
Issuance of 174,552,011 shares of common
stock at $.01 par value net of the
retirement of 174,552,011 shares of
common stock at $5.00 par value 871,015 871,015
---------- ------- ----------
Total 2,904,055 0 2,904,055
---------- ------- ----------
Deduct:
Common stock retirements 26,857 26,857
Capital stock and other expenses - net 4,617 4,617
---------- ------- ----------
Total 31,474 0 31,474
---------- ------- ----------
Paid-in Capital - End of period $4,201,981 0 $4,201,981
========== ======= ==========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
AND SUBSIDIARIES CONSOLIDATED
___________________________________________
AS OF SEPTEMBER 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $21,323,257 $21,323,257
Plant acquisition adjustment - GSU 424,540 424,540
Electric plant under leases 665,579 665,579
Property under capital leases - electric 167,304 167,304
Natural gas 161,811 161,811
Steam products 75,922 75,922
Construction work in progress 442,780 442,780
Nuclear fuel under capital leases 289,775 289,775
Nuclear fuel 44,101 44,101
----------- ---------- -----------
Total 23,595,069 23,595,069
Less - accumulated depreciation
and amortization 7,563,520 7,563,520
----------- ---------- -----------
Utility plant - net 16,031,549 16,031,549
----------- ---------- -----------
Other Property and Investments:
Decommissioning trust funds 208,362 208,362
Other 192,915 192,915
----------- ---------- -----------
Total 401,277 401,277
----------- ---------- -----------
Current Assets:
Cash and cash equivalents:
Cash 118,682 118,682
Temporary cash investments - at cost,
which approximates market 565,346 565,346
Total cash and cash equivalents 684,028 684,028
Special deposits 9,854 9,854
Notes receivable 15,795 15,795
Accounts receivable:
Customer (less allowance for doubtful
accounts of $6.7 million) 400,106 400,106
Other 68,513 68,513
Accrued unbilled revenues 285,842 285,842
Fuel inventory 86,294 86,294
Materials and supplies - at average cost 360,663 360,663
Rate deferrals 363,747 363,747
Prepayments and other 96,655 96,655
----------- ---------- -----------
Total 2,371,497 2,371,497
----------- ---------- -----------
Deferred Debits and Other Assets:
Rate deferrals 1,545,303 1,545,303
SFAS 109 regulatory asset - net 1,390,075 1,390,075
Long-term receivables 244,790 244,790
Unamortized loss on reacquired debt 237,598 237,598
Other 592,310 592,310
----------- ---------- -----------
Total 4,010,076 4,010,076
----------- ---------- -----------
TOTAL $22,814,399 $22,814,399
=========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $0.01 par value,
authorized 500,000,000 shares;
issued 229,989,737 shares $2,300 $2,300
Paid-in capital 4,201,981 4,201,981
Retained earnings 2,345,156 2,345,156
Less - treasury stock (2,611,158 shares) 77,440 77,440
----------- ---------- -----------
Total common shareholders' equity 6,471,997 6,471,997
Preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 305,183 305,183
Long-term debt 7,288,021 7,288,021
----------- ---------- -----------
Total 14,766,156 14,766,156
----------- ---------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 266,457 266,457
Other 296,551 296,551
Total 563,008 563,008
Current Liabilities:
Currently maturing long-term debt 353,930 353,930
Notes payable 106,866 106,866
Accounts payable 373,245 373,245
Customer deposits 133,864 133,864
Taxes accrued 230,890 230,890
Accumulated deferred income taxes 52,666 52,666
Interest accrued 196,616 196,616
Dividends declared 13,858 13,858
Deferred fuel cost 9,915 9,915
Obligations under capital leases 190,301 190,301
Other 235,411 235,411
----------- ---------- -----------
Total 1,897,562 1,897,562
----------- ---------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,812,618 3,812,618
Accumulated deferred investment
tax credits 762,513 762,513
Other 1,012,542 1,012,542
----------- ---------- -----------
Total 5,587,673 5,587,673
----------- ---------- -----------
TOTAL $22,814,399 $22,814,399
=========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $5,717,496 $5,717,496
Natural gas 123,235 123,235
Steam products 35,002 35,002
---------- -------- ----------
Total 5,875,733 5,875,733
---------- -------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,350,566 1,350,566
Purchased power 376,656 376,656
Nuclear refueling outage expenses 84,684 84,684
Operation and maintenance 1,476,700 1,476,700
Depreciation and decommissioning 601,704 601,704
Taxes other than income taxes 267,873 267,873
Income taxes 252,520 252,520
Rate Deferrals:
Rate Deferrals - -
Amortization of rate deferrals 368,528 368,528
---------- -------- ----------
Total 4,779,231 4,779,231
---------- -------- ----------
Operating Income 1,096,502 1,096,502
---------- -------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 11,545 11,545
Miscellaneous - net 22,020 22,020
Income taxes (31,468) (31,468)
---------- -------- ----------
Total 2,097 2,097
Interest and Other Charges:
Interest on long-term debt 600,656 600,656
Other interest - net 36,818 36,818
Allowance for borrowed funds
used during construction (8,901) (8,901)
Preferred dividend requirements of
subsidiaries and other 75,269 75,269
---------- -------- ----------
Total 703,842 703,842
---------- -------- ----------
Net Income $394,757 $394,757
========== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
------------ --------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,366,414 $2,366,414
Add - Net income 394,757 394,757
---------- -------- ----------
Total 2,761,171 2,761,171
---------- -------- ----------
Deduct:
Dividends declared on common stock 388,016 388,016
Common stock retirements 26,206 26,206
Capital stock and other expenses 1,793 1,793
---------- -------- ----------
Total 416,015 416,015
---------- -------- ----------
Retained Earnings - End of period $2,345,156 $2,345,156
========== ======== ==========
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $1,329,400 $1,329,400
Add:
Issuance of 56,667,726 shares of common
stock in the merger with GSU 2,033,040 2,033,040
Issuance of 174,552,011 shares of common
stock at $.01 par value net of the
retirement of 174,552,011 shares of
common stock at $5.00 par value 871,015 871,015
---------- -------- ----------
Total 2,904,055 2,904,055
---------- -------- ----------
Deduct:
Common stock retirements 26,857 26,857
Capital stock and other expenses 4,617 4,617
---------- -------- ----------
Total 31,474 31,474
---------- -------- ----------
Paid-in Capital - End of period $4,201,981 $4,201,981
========== ======== ==========
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000833411
<NAME> ENTERGY ENTERPRISES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> SEP-30-1994 SEP-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 11,895 11,895
<TOTAL-CURRENT-ASSETS> 9,802 109,802
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 6,452 6,452
<TOTAL-ASSETS> 28,149 128,149
<COMMON> 51,550 151,550
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> (26,734) (26,734)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 24,816 124,816
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,333 3,333
<TOT-CAPITALIZATION-AND-LIAB> 28,149 128,149
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> (15,056) (15,056)
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> (15,056) (15,056)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (15,056) (15,056)
<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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000833411
<NAME> ENTERGY ENTERPRISES, INC. AND CONSOLIDATED
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> SEP-30-1994 SEP-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 31,855 31,855
<TOTAL-CURRENT-ASSETS> 26,091 126,091
<TOTAL-DEFERRED-CHARGES> 11,950 11,950
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 69,896 169,896
<COMMON> 51,550 151,550
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> (26,734) (26,734)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 24,816 124,816
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 37,400 37,400
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,680 7,680
<TOT-CAPITALIZATION-AND-LIAB> 69,896 169,896
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> (13,764) (13,764)
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 1,292 1,292
<NET-INCOME> (15,056) (15,056)
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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> SEP-30-1994 SEP-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 27,924 27,924
<OTHER-PROPERTY-AND-INVEST> 6,276,965 6,376,965
<TOTAL-CURRENT-ASSETS> 205,984 105,984
<TOTAL-DEFERRED-CHARGES> 98,138 98,138
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,609,011 6,609,011
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,124,541 4,124,541
<RETAINED-EARNINGS> 2,345,156 2,345,156
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,997 6,471,997
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 137,014 137,014
<TOT-CAPITALIZATION-AND-LIAB> 6,609,011 6,609,011
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 394,757 394,757
<INCOME-BEFORE-INTEREST-EXPEN> 394,757 394,757
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 394,757 394,757
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 394,757 394,757
<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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> SEP-30-1994 SEP-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,031,549 16,031,549
<OTHER-PROPERTY-AND-INVEST> 401,277 401,277
<TOTAL-CURRENT-ASSETS> 2,371,497 2,371,497
<TOTAL-DEFERRED-CHARGES> 4,010,076 4,010,076
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,814,399 22,814,399
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,124,541 4,124,541
<RETAINED-EARNINGS> 2,345,156 2,345,156
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,997 6,471,997
305,183 305,183
550,955 550,955
<LONG-TERM-DEBT-NET> 7,288,021 7,288,021
<SHORT-TERM-NOTES> 106,866 106,866
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 353,930 353,930
0 0
<CAPITAL-LEASE-OBLIGATIONS> 266,457 266,457
<LEASES-CURRENT> 190,301 190,301
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,280,689 7,280,689
<TOT-CAPITALIZATION-AND-LIAB> 22,814,399 22,814,399
<GROSS-OPERATING-REVENUE> 5,875,733 5,875,733
<INCOME-TAX-EXPENSE> 252,520 252,520
<OTHER-OPERATING-EXPENSES> 4,526,711 4,526,711
<TOTAL-OPERATING-EXPENSES> 4,779,231 4,779,231
<OPERATING-INCOME-LOSS> 1,096,502 1,096,502
<OTHER-INCOME-NET> 2,097 2,097
<INCOME-BEFORE-INTEREST-EXPEN> 1,098,599 1,098,599
<TOTAL-INTEREST-EXPENSE> 628,573 628,573
<NET-INCOME> 470,026 470,026
75,269 75,269
<EARNINGS-AVAILABLE-FOR-COMM> 394,757 394,757
<COMMON-STOCK-DIVIDENDS> 388,016 388,016
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
