ML012840514
| ML012840514 | |
| Person / Time | |
|---|---|
| Site: | Vermont Yankee File:NorthStar Vermont Yankee icon.png |
| Issue date: | 10/05/2001 |
| From: | Entergy Nuclear Operations, Entergy Nuclear Vermont Yankee, Vermont Yankee |
| To: | Office of Nuclear Reactor Regulation |
| References | |
| -RFPFR, FOIA/PA-2007-0068 | |
| Download: ML012840514 (186) | |
Text
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Electric operating revenues increased in 1995 primarily due to increased sales volumheweather and higher sales for resale. These increases were partially offset by lower fuel adjustment revenues, which do not affect net income. Base revenues also increased in 1995 as a result of rate refund reserves established in 1994, which were subsequently reduced as a result of an amended PUCT order. The increase in base revenues was partially offset by rate reductions in effect for Texas and Louisiana. Sales volume/weather increased bemause-of warmer than normal summer weather and an inriease in usage by all customer classes. Sales for resale increased as a result of changes in generation availability and requirements among the domestic utility companies.
Gas operating revenues and steam operating revenues increased for 1996 primarily due to higher fuel prices and increased usage.
Fxpenses Operating expenses increased in 1996 as a result of higher fuel expenses, :including purchased power, partially offset by lower other operation and maintenance expenses.
Fuel and purchase power expenses, taken together, increased because of higher gas prices and increased energy requirements resulting fiom higher energy sales.
Other operation and maintenance expenses decreased primarily due to lower payroll-related expenses associated with restructuring programs accrued for in 1995.
Operating expenses decreased in 1995 as a result of lower other operation and maintenance expenses and purchased power expenses. Other operation and maintenance expenses decreased primarily due to changes made in 1994 for Merger-related costs, restructuring costs, and certain pre-acquisition contingencies including unfunded Cajun-River Bend cost and environmental clean-up cost. Purchased power expenses decreased because of the availability of less expensive gas and nuclear fuel for use in electric generation as well as changes in the generation requirements among the domestic utility companies. Another reason for the decrease in purchased power expenses in 1995 was the recording of a provision for refund of disallowed purchase power expenses in 1994.
Other Other income decreased in 1996 due to the write-off of River Bend rate deferrals pursuant to the adoption of SFAS 121 (see Note 2 for additional information). This decrease was partially offset by the Cajun-River Bend litigation accrual reversal. Income taxes increased primarily due to higher taxable income, which excludes the net effect of the write-off of River Bend rate deferrals and the Cajun-River Bend accrual reversal.
Other miscellaneous income increased in 1995 as the result of certain adjustments made in 1994 related to pre-acquisition contingencies including Cajun-River Bend litigation (see Note 9 for additional information), the write off of previously disallowed rate deferrAls, and plant held for future use. As a result of these charges, income taxes on other income were significantly higher in 1995 compared to 1994.
ENTERGY GULF STATES, INC STATEMENTS OF INCOME (LOSS)
For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Operating Revenues:
Electric Natural gas Steam products Total
$1,925,988 34,050 59,143 2,019,181 Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and gas purchased for resale Purchased power Nuclear refueling outage expenses Other operation and maintenance Depreciation, amortization, and decommisoning Taxes other than income taxes Amortization of rate deferrals Total Operating Income Other Income (Deductions):
Allowance for equity funds used during construction Write-off ofplant held for future use Write-off of River Bend rate deferrals Miscellaneous - net Total Interest Charges:
Interest on long-term debt Other interest - net Allowance for borrowed funds used during construction Total Income (Loss) Before Income Taxes 520,065 295,960 8,660 402,719 206,070 102,170 7
.71,639 1,607,283 411,898 2,618 (194,498) 69',841 (122,039) 181,071 12,819
$1,788,964
$1,719,201 23,715 31,605 49,295 46,559 1,861,974
- t.
1,797,365 516,812 169,767 10,607 432,647 202,224 102,228 66,025
,1,500,310 361,664 1,125 22,573
.23,698 191,341 8,884 (2.23:5)
(1,026) 191,655.
199,199 98,204 186,163 517,177 192,937 12,684 505,701 197,151 98,096 66,416 1,590,162 207,203 1,334 (85,476)
(64,843)
(148,985) 195,414 8,720 (1,075) 203,059 (144,841) 102,091?
63,244 (62,086)
Net Income ('oss)
(3,887)
Preferred Stock Dividend Requirements and Other 28,505 122,919 29,643 Earnings (Loss) Applicable to Common Stock
($32,392)
$93,276
($112,674)
See Notes to Financial Statements. Income Taxes (82,755) 29,919
ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS For the Years Ended December 31, 199 1995 1994 (In Thomands)
Operating Activities:
Net income (los)
Noncash items included in net income (loss):
Wrio-ff ofRiver Bend rate deferals Cheap in raft deferrals Define income W lan~ d invednien tax Credits Allowanco for equity funds used during construction Write-offof plat he.ld for ftuetm use Chaanges aiwking capUL Fuel
-nelt Accounts payable Tom* sccrued Reserve for rate refind Deftred fimd Oe woaking capital accounts change in ote regulatory Assets Decommissioning trust contrbutions Provsimo for estimated losses and reserves Othier Not cal flow Provided by operating activities Investing Activities:
Constuton expenditures Allowsa for equity finds used during construction Nuclear fuel purchases Proceeds ftom sale/leaseback ofnuclear fiel Not cash flowused in investing activiies.
Financing Activities:
Proceeds from the issuance of long-temn debt Retirement of First mortgage bonds Ohedr long-tem debt Redemption of preferred and prefereace stock Dividends paWid:
Common stock Prdeed and prefrence stock Net cah flow used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cah paid during the period fc.
Interest - net of amount capitalized Income taxe Nmcash investing and financing activities:
Capital lease obligations incurred Change in unrealized appreciation (depredation) of decommissioning trust assets
($3,837)
$122,919
($82,755) 194,49N 74597 66,025 96,979 206,070 202,224 197,151
.101,380 63,231 (62,171)
(2,618)
(1,1252 (1,334)
S-
-85,476 3,691 40,193 (72,341)
(12,868)
(6,357)
(2,336)
(26,706).
(4,820) 60,112 (1,266).
24,935 (10,378)
(7,186) 1,510 (4,189)
(56,972) 56,972 (68,349)
(24,840)
(431)
(70,775)
(16,079)
- 34,212 (17,303) 7,332 5,522
. (5,922)
(8,147)
(3,202)
(1,885) 10,119 4,181 (37,116)
.(19,394) 24,891 322,355 400,754 326,359 (154,993)
(185,944)
(155,939) 2,618 1,125 1,334 (25,124)
(1,425)
(31,178) 26,523 542 29,386 (150,976)
(185,702)
(156,447) 780 2,277 101,109 (195,417)
(50,425)
(50,425)
(102,425)
(10,179)
(7,283)
(6,070)
(239,100)
(28,336)
(290,661)
(30,131)
(233,577)
(85,092)
(326,617)
(112,198) 129,960 (156,705) 234,604 104.644 261,349
$122,406
$234,604
$104,644
$189,962
$187,918
$191,350
$285
$208
$251
$31,178
$1,604
$2,121
($915)
See Notes to Financial Statements.
- 7.9 -
ENTERGY GULF STATES, INC.
BALANCE SHEETS ASSETS December 31, 1996 1995 (In Thousands)
Current Assets:
Cash and cash equivalents:
Cash Temporary cash investments - at coat, which pprdates marke Associated companies Other Total cash and cash equivalents Accounts receivable:
Customer (less allowance fo~r doubtful accounts of $2.0 million in 1996 and $1.6 million in 1995)
Associated companies Other Accrued unbilled revenues Defirred fuel costs Accmulated deferred income tawe Fuel inventory - at average cost Materials and supplies - at average coat Rate deferals Prepayments and other Total Other Property and Investments.
Decommioning trust find Other - at cost (lea awumuliatd depreciation)
Total utility Plant.
Electric Natural Gas Steam products Property under capital leases Construction work in progress Nuclear fuel under capital lease Total Less - accumulated depreciation and amortization Utility plant - net Deferred Debits and Other Assets:
Regulatory assets:
Rate de-ferb SFAS 109 regulatory asset - net Unamortized loss on reacquired debt Other regulatory assets Long-ten receivables Other Total TOTAL
$6,431,448
$6,861,058 See Notes to Financial Statements. $6,573 45,234 70,599 122,406 87,883 2,777 30,758 75,351 99,503 56,714 45,009 86,157 105,456 16,321 728,335 41,983 38,358 80,341 7,112,021 45,443 81,743 72,800 112,137 49,833 7,473,977 2,846,083 4,627,894 120,158 372,817
.54,761 45,139 216,082 185,921 994,9878
$13,751 46,336 174,517 234,604 110,187 1,395 15,497 73,381 31,154.
43,465 32,141 91,288 97,164 15,566 745,842 32,943 28,626 61,569 6,942,983 45,789 77,551 77,918 148,043 69,853 7,362,137 2,664,943 4,697,194 419,904 453,628 61,233 27,836 224,727 169,125 1,356,453
ENTERGY GULF STATES, INC.
BALANCE SHEETS LIUILT S AND SMAMHOLDEk'S EQUITY December 31, 1996 1995 (In Thousands)
Current Liabilities:
Currently maturing long-term. debt Accounts payable:
Associated companies Other Customer deposits Taxes accrued ierest accrued Nuclear refueling rserve Obligations under capital leases Other Total SDefrred Credits and Other Liabilities:
Accumulated deferrd income taxes Accumulated deferred investment tax credits Obligations under capital leases Defrred River Bend finance charges Other Total Long-term debt Ptefred stock with sinking fund Prefirnce stock
$160,865 55,630 85,541 25,572 36,147 49,651 12,354 39,110 18,186 483,056 1,200,935 219,188 83,524 33,688 539,752 2,077,087 1,915,346 77,459 150,000 Shareholder's Equity:
Pre&feed stock without sinking fund Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares in 1996 and 1995 Paid-in capital Retaine earnd g Total Commitments and Contingencies (Note 2, 9, and 10)
TOTAL See Notes to Financial Statements.
136,444 114,055 1,152,689 325,312 1,728,500 136,444 114,055 1,152,505 357,704 1,760,708
$6,431,448
$6,861,058 S145,425 31,349
-;1,983 37,413 56,837 22,627 37,773 86,653 576,588 1,177,144 20o,618 108,078 58,047 558,750 2,110,637 2,175,471 87,654 150,000
ENTERGY GULF STATES, INC STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Retained Earnings, January I Add:
Net income (loss)
Total Deduct Dividendsdeclared:
Prefiffed and prefernce stock Conmmon stock Preferred and preference stock rede ption and other Total Retained Earnings, December 31 (Note 8)
See Notes to Financial Statements.
$357,704 (3,887) 353,817 28,336 169 28,505
$325,312
$264,626
$666,401 122,9.19 (82,755) 387,545
.- 583,646 29,482..
29,831 289,100 359 89 29,841 319,020
$357,704
$264,626 ENTERGY GULF STATES, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON 1996 Operating revenues Income (loss) before extraordinary itens and the cumulative eff*ct of accounting changes Total assets Long-term obligations (1) 1995 1994 (In Thousands)
$2,019,181
$ 1,861,974
$1,797,365 (3,887)
$6,431,448
$2,226,329 122,919
$ 6,861,058
$2,521,203
$ (82,755)
S6,843,461
$2,689,042 (1)
Includes long-term debt (excluding currently maturing debt), preferred and preference stock with sinking fund, and noncurrent capital lease obligations.
1996 1995 1994 1993 1992 (In Thousands)
Electric Operating Revenues:
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Other (1)
Total Billed Electric Energy Sales (Millions of kWh):
Residential Commercial Industial Governmental Total retail Sales for resale Associated companies Non-associated companies Total Electric Department Steam Department Total
$612,398 444,133 685,178 31,023 1,772,732 20,783 76,173 56,300
$1,925,988 8,035 6,417 16,661 438 31,551
$573,566 412,601 604,688 25,042 1,615,897
$569,997 414,929 626,047 25,242 1,636,215 62,431 45,263 67,103 52,967 43,533 (15,244)
$1,788,964
$1,719,201 7,699 6,219 15,393 311 29,622 656 2,935 2,148 2,212 34,355 34,769 1,826 1,742 36,181 36,511
$585,799 415,267 650,230 26,118 1,677,414 31,898 38,649
$1,747,961
$560,552 400,803 642,298 26,195 1,629,848 24,485 40,203
$1,694,536 7,351 7,192 6,825 6,089 5,711 5,474 15,026 14,294 14,413 297 296 302 28,763 27,493 27,014 1,866 1,650 666 540 32,279 28,159 27,554 1,659 1,597 1,722 33,938 29,756 29,276 (1) 1994 includes the effects of an Entergy Gulf States reserve for rate refund. 1993
$1,827,620 6*9,461
$7,137,351
$2,772,002 1992
$1,773,374
$ 139,413
$7,164,447
$2,798,768
t-
"(This page intentionally left blank)
REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Entergy Louisiana, Inc.
We have audited the accompanying balance sheets of Entergy Louisiana, Inc. (formerly Louisiana Power &
Light Company) as of December 31, 1996 and 1995, and the related statements of income, retained earnings and cash flows for each of the three years in7 the period ended December 31, 1996. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perfirm the audit to obtain reasonable assurance about whethe the financial statements are free of material misstatement. An audit. includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managemet, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements refrrred to above present fairly, in all material respects, the financial positioui of the Company as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended Decmber 31, 1996 in conformity -with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana February 13, 1997 ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income decreased in 1996 due principally to a decrease in base rate revenues, partially offset by decreases inother operation and maintenance expense and lower interest on long-tern debt.
Net income decreased in 1995 due to an April 1995 rate reduction and higher income taxes, partially offset by lower other operation and maintenance expenses.
Significant factors affecting the results of operations and causing variances between the years 1996 and 1995,and between the years 1995 and 1994, are,discussed under '"Revenues and Sales" and "-_E es" and "Other" below.
Revenues and Sales See "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON," following the financial statements,-for information on operating revenues by source and kWh sales.
The changes in operating revenues for the twelve months ended December 31, 1996 and 1995 are as follows:
Increase/
(Decrease)
Description 1996 1995 (In Millions)
Change in base revenues
($36.4)
($29.9)
Fuel cost recovery 160.2 (35.9)
Sales volume/weather 19.7 40.7 Other revenue (including unbilled) 3.9 (23.3)
Sales for resale 6.6 12.9 Total
$154.0
($35.5)
Operating revenues were higher in 1996 due primarily to higher fuel adjustment revenues, which do not affect net income, and to increased sales of energy, principally caused by modest growth in the number of customers.
These increases were partially offset by the impact of base rate reductions ordered in the second quarters of 1995 and 1996, and by a settlement of related rate issues during the fourth quarter of 1995.
Operating revenues were lower in 1995, due primarily to the base rate reduction mentioned above and to lower fuel adjustment revenues, which do not affect net income. This decrease was partially offset by increased customer usage, principally caused by warmer than usual summer weather. The completion of the amortization of proceeds f'om litigation with a gas supplier in the second quarter of 1994 also contributed to the decrease in other revenue, partially offset by higher sales to non-associated utilities.
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Expenses_
Operating expenses increased in 1996 due primarily to increases in fuel and purchased power epess, higher depreciation, and higher taxes other than income taxes. These increases were partially offset by a decrease in other operation and maintenance expense as a result of restructuring charges recorded in 1995 and by the recording of rate deferrals in 1996, as discussed below. The increase in fuel and purchased power.eMses is due to both higher Vsa costs and increased energy sales.
Depreciation expense increased due to capital improvements to transmission lines and substations and due to an increase in the depreciation rate associated with Waterford 3. Taxes other than income tax increased largely as a result of the expiration of Waterford 3's local property tax exemption in December 1995. This increase was offset for the first six months of 1996 by the recording of the LPSC-approved rate deferral for these taxes as discussed in Note 2.
Operating expenses decreased in 1995 due to decreases in fuel and purchased power expenses, and other operation and maintenance expenses, partially offset by an increase in depreciation. The decrease in fuel expenses is due to lower fuel prices partially offset by an increase in generation. Other operation and maintenance expenses decreased because of lower payroll-related expenses as a result of the restructuring program discussed in Note 12, power plant waste water site closures in 1994, and a court settlement reducing legal expense. Depreciation expense increased due to capital improvements to distribution lines and substations and to an increase in the depreciation rate associated with Waterford 3.
Other Interest charges on long-term debt decreased for 1996, due to the retirement and refinancing of higher-cost long-tern debt.
For 1995, income taxes increased due to the write-off in 1994 of defrred investment tax credits in accordance with the 1994 FERC Settlement, a decrease in tax depreciation associated with Waterford 3, and higher pre-tax income.
.87 -
ENTERGY LOUISIANA, INC.
STATEMENTS OF INCOME For the Years Ended December 31, 1996 1995 1994 (In Thousands)
$1,8289,867
$1,674,875
$1,710,415 Operating Expense:
oeration and maintenance:
Fuel, fuel-related expenses, and gas purchased for resale Purchased power Nuclear refueling outage expenses Other operation and maintenance Depreciation, amortization, and decommissioning Taxes other than income taxes Rate deferrals Amortization of rate deferrals Total Other Income:
Allowance for equity funds used during construction Miscellaneous - net Total Interest Charges:
Interest on long-term debt Other interest - net Distributions on preferred securities of subsidiary Allowance for borrowed funds used during construction Total Income Before Income Taxes 419,331
'403,322 15,885 297,667 167,779 72,329 (10,767) 26,875 1,392,421 436,446 862 2,933 3,795 122,604 6,938 2,870 300,015 351,583 17,675 311,535 161,023 55,867 28,422 1,226,120 331,422 366,564 18,187 350,854 151,994 56,101 28,422 1,303,544 448,755 406,871 1,950 2,831 4,781 129,691 7,210 3,486 747 4,233 129,952 6,494 (1,493)
(2,016)
(2,469) 130,919 134,885 133,977 309,322 318,651 277,127 Income Taxes Net Income 118,560 117,114 190,762 Preferred Stock Dividend Requirements and Other Earnings Applicable to Common Stock See Notes to Financial Statements.
201,537 19,947 21,307 63,288 213,839 23,319
$170,815
$180,230
$190,520 Operating Revenues
ENTERGY LOUISIANA, INC STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1996 1996 1994 (in Theamads)
Operating Activiti:
Net income Nowcad items included in net income:
Chag in mte deferrals Depreciation uamortizaon, and decoommissionng Deferred income axm and invetmentetax credits Allowance for equity finds used during constuction Amwouion of deferred reveuies Cha*es in wonig capital:
Raodivbles Accounts payable Tom aseed Iamst accmed Odwer working capital accounts Decommismoning rust confibutim s Change in oiw regulatory assets Provision for estimated losses and reserves Oter Not cash flow provided by operating activities Invei Activities:
Construction exwditures Allowance for equity finds used during construction Nuclear ihel Proceeds from salelasebwck of nuclear fuel Not cash flow used in investing activities Financing Activitie Proceeds foiom fe issuance of First mortgag bonds Other nug-Wem debt Preferred securities of subsidiuy trust Retirement of First mortgage bonds Other long-term debt Redemption of prefrred stock.
Changes in short-term borrowings - net Dividends pad:
Common stock Preferred tck Net cash flow used in financing activities Net increase (decrase) in cash and cash equivalents
$190,762
$201,537 S213,839 19,860 28,422 28,422 167,779 161,023 151.994 18,809 2,450 (15.972)
,(862)
(1,95g (3,486)
(14,632)
(4,389)
(9,069) 1,094 29,338 4,420 (6,811)
(11,222) 20,472 (16,970) 5,047 1,215 846 (26,331)
(16,993) 31,064 (3,790)
(7,493).
(4,315)
(6.385) 1,801 1,101 3,240 (1,996) 26,730 (17,685)
(132)
(24,333) 351,671 334,657 367,621 (103,187)
(120,244)
(140,669) 362 1,950 3,416 (44,707) 47,293 (102,325)
(115,708)
(137,133) 113,0994 16,577 19,946 67,795 (130,000)
(75,000)
(25,000)
(270)
(303)
(322)
(67,824)
(11,256)
(15,038)
(45,393) 49,305 (24,387)
(179,200)
(221,500)
(167,100)
(19,072)
(21,115)
(22,303)
(259,970)
(263,297)
(235,209)
(10,624) 5,652 (4,771)
Cash and cash equivaents at beginning of period Cash ind cash equivalents at end of period SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during he period for Interest - net of amount capitalized Incom taxes Noncash investing and financing activities:
Capital lease obligations incurred Acquisition of nuclear fuel Change in unrealized appreciation (depreciation) of decommissioning trust assets See Notes to Financial Statements.
34,370 28,718 33,489
$23,746
$34,370
$23,713
$118,007
$128,435 S128,000
$125,924
$96,066
$96,422
$9,677 332,685
$301
£2,304
($1,129)
ENTERGY LOUISIANA, INC.
BALANCE SHEETS ASSETS December 31, 1996 1995 (In Thousands).
Current Assets:
Cash and cash equivalents:
Cash Temporary cash investments - at cost, which approximates market Total cash and cash equivalents Accounts receivable:
Customer (less allowance for doubtfW accounts of $1.4 million in 1996 and 1995)
Associated companies Other Accrued unbilled revenues Deferred fuel costs Accmumulated deferred income taxes Materials and supplies - at average cost Rate deferrals Defered nuclear refueling outage costs Prepaid incme tax Prepayments and other Total Other Property and Investments:
Nonutility property Decommissioning trust fimd Investment in subsidiary companies - at equity Other - at cost (less accumulated depreciation)
Total Utility Plant:
Electric Property under capital-leases Construction work in progress Nuclear fuel under capital lease Nuclear fuel Total Less - accumulated depreciation and amortization Utility plant - net Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net Unamortized loss on reacquired debt Other regulatory assets Other Total TOTAL
$1,804
$3,952 21,942 3A418 23,746 34,370-73,823 11,606 7,053.
63,879 18,347 1,465 78,449 5,749 5,300 24,651 10,234 324,302 20,060 50,481 14,230 2,465 87,236 4,997,456 232,582 56,180 38,157 34,191
..5,358,566 1,881,847 3,476,719 295,836 37,552 30,320 27,313 391,021
.72,328 8,033 98,979 62,132 10,200 79,799 25,609 21,344 9,118 331,912 20,060 38,560 14,230 1,113 73,963
.4,886,898 231;121 87,567 72,864 5,279,956 1,742,306 3,537,650 301,520 39,474 23,935 23,069 387,998
$4,279,278
$4,331,523 See Notes to Financial Statements.
ENTERGY LOUISIANA, INC.
BALANCE SHEETS LIABIUTIES AND SHAREHOLDER'S EQUITY December 31, 1996 1995 (In Thousmnds)
Current Liabilities:
Currently maturing long-term debt Notes payable:
Associated companies Other Accounts payable:
Associated companies Other Customer deposits Taxes accrued Accumulated deferred income taxes Interest accrued Dividends declared Obligations under capital leases Other Total Deferred Credits and Other Liabilities:
Accumulated deferred income taxes Accumulated defer investment tax credits Obligations under capital leases Deferred interest - Waterford 3 lease obligation Other Total Long-term debt Preferred stock with sinking fund Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures Shareholder's Equity:
Preferred stock without sinking fund Common stock, $0.01 par value, authorized 250,000,000 shares; issued and outstanding 165,173,180 shares in 1996 and 1995 Capital stock expense and other Retained earnings Total Commitments and Contingencies (Note 2, 9, and 10)
TOTAL See Notes to Financial Statements.
$34,275 31,066 73,389 89,550 59,070 7,390 49,249 3,489 28,000 4,940 380,418 831,093 139,899 10,156 16,809 114,665 1,112,622 1,373,233 92,500
$35,260 61,459 45,000ý 37,494 69,922 56,924 18,612 3,366 44,202 5,149 28,000 17,397 392,785 807,278 145,561 43,362 23,947 116,696 1,136,844 1,385,171 100,009 70,000 100,500 1,088,900 (2,659) 63,764 1,250,505 160,500 1,088,900 (4,836) 72,150 1,316,714
$4,279,278
$4,331,523 ENTERGY LOUISIANA, INC.
STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Retained Earnings, January 1 Add:
Net income Total Deduct Dividends declared:
Prefwed stock Common stock Capital stock wxpe Total Retained Earnings, December 31 (Note 8)
See Notes to FinancialStemns
$72,150 190,762 262,912 17,412 179,200 2,536 199,148
$63,764
$113,420
$89,849 201,537 213,839 314,957
- i. 303,688 20,775 221,500
-532 242,807
$72,150 22,359 167,100 809 190,268
$113,420 ENTERGY LOUISIANA, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON Operating r Net income Total assets Long-term obligations (1) 1996
$1,828,867
$ 190,762
$4,279,278
$1,545,889 1995
$1,674,875
$ 201,537
$4,331,523
$1,528,542 1994 1993 (In Thousands)
$1,710,415
$ 213,839
$4,435,439
$1,530,558
$1,731,541
$ 188,808
$4463,998
$1,611,436 (1)
Includes long-term debt (excluding currently maturing debt), preferred stock with sinking fund, preferred securities of subsidiary trust, and noncurrent capital lease obligations..
1996 1995 1994 (In Thousands) 193 1992 Electric Operating Revenues:
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Other Total Billed Electric Energy Sales (Millions of kWh):
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Total
$609,308 374,515 727,505 33,621 1,744,949
$583,373 353,582 641,196 31,616 1,609,767 5,065 1,178 58,685 48,987 20,168 14,943
$1,828,867
$1,674,875 7,893 4,846 17,647 457 30,843 143 982 31,968 7,855 4,786 16,971 439 30,051 44
$577,084
$572,738 358,672 345,254 659,061 652,574 31,679 29,723 1,626,496 1,600,289 352 4,849 36,928 46,414 46,639 79,989
$1,710,415
$1,731,541 7,449 7,368 4,631 4,435 16,561 15,914 423 398 29,064 28,115 10 112
$518,255 320,688 578,741 27,780 1,445,464 5,454 33,178 69,649
$1,553,745 6,996 4,307 15,013 385 26,701 204 1,293 776 1,213 1,101 31,388 29,850 29,440 28,006 1992
$1,553,745
$ 182,989
$4,109,148
$1,622,909
I.-
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REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Entergy Mississippi, Inc.
We have audited the accompanying balance sheets of Entergy Mississippi, Inc. (formerly Mississippi Power
& Light Company) as of December 31, 1996 and 1995, and the related statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. "Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the finarcial stdtements.ý An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the. financial position of the Company as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in confonnity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana February 13, 1997 ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased in 1996 primarily due to reduced other operation and maintenance expenses, partially offset by an increase in income tax expense.
Net income increased in 1995 primarily due to increased revenues and a decrease in other operation and maintenance expenses partially offset by an increase in income tax expense.
Significant factors affecting the results of operations and causing -variances between the years 1996 and 1995, and between the years 1995 and 1994, are discussed under "Revenues and Sales" "Expenses and "Other" below.
Revenues and Sales See "SELECTED FINANCIAL DATA"- FIVE-YEAR COMPARISON," following the financial statements, for information on operating revenues by source and kWh sales.
The changes in electric operating revenues for the twelve months ended December 31, 1996 and 1995, are as follows:
Description Change in base revenues Grand Gulf Rate Rider Fuel cost recovery Sales volume/weather Other revenue (including unbilled)
Sales for resale Total Increase]
(Decrease) 1996 1995 (In Millions)
($2.2)
($6.1) 7.1 (0.6) 33.6 12.8 8.5 14.9 (2.1) 5.6 23.7 3.4
$68.6
$30.0 Electric operating revenues increased in 1996 primarily due to increases in fuel adjustment revenues, the Grand Gulf 1 rate rider, sales for resale, and retail energy sales. Fuel adjustment revenues increased in response to higher fuel costs. In connection with an annual MPSC review, in October 1995, Entergy Mississippi's Grand Gulf 1 rate rider was adjusted upward as a result of its undercollection of Grand Gulf I costs. The fuel adjustment clause and the Grand Gulf 1 rate rider do not affect net income. Sales for resale, specifically sales to associated companies, increased primarily due to changes in the generation requirements and availability among the domestic utility companies. The increase in retail sales volume is primarily due to increased customer usage.
Electric operating revenues increased in 1995 primarily due to an increase in retail and wholesale energy sales and higher fuel adjustment revenues, partially offset by rate reductions. Retail energy sales increased primarily due to the impact of weather and increased customer usage. Fuel adjustment revenues increased in response to higher fuel costs and do not impact net income.
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Expenses Operating expenses increased in 1996 due to an increase in fuel, and purchased power expenses, partially offset by a decrease in other operation and maintenance expenses. Fuel and purchased power expenses increased as a result of higher ful costs-and an increase in energy sales. Other operation and maintenance expenses decreased as a result of lower payroll, contract work, and materials and supplies expenses. Payroll expenses decreased due to restacturing costs recorded in 1995 and the resulting decrease in employees.
Contract work and materials and supplies expenses decreased because of the turbine repairs at some of Entergy Mississippi's generating plants in 1995.
Operating expenses decreased in 1995 due primarily to a decrease in other operation and maintenance expenses. Other operation and maintenance expense decreased in 1995 due to 1994 Merger-related costs allocated to Entergy Mississippi and payroll expenses. No significant Merger-related costs were allocated to Entergy Mississippi during 1995. Payroll expenses decreased as a result of the restructuring program announced and accrued for during 1994. In addition, maintenance expenses decreased at various power plants.
Other Income tax expense increased in 1996 as a result of higher pretax income. Income tax expense increased in 1995 due primarily to the 1994 write-off of unamortized deferred investment tax credits and higher pretax income in 1995.
F2NTERGY MISSISSIPP1I INC.
STATEAM OF INCOME For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Operating Revenues
$958,430
$889,843
$859,845 Operating Expenses:
Operation and maidinance:
Fuel, fuel-related expenses, and gas purchased for resale Purchased power Other opration and maintenance Depreciation, amortization, and decommissionng Taxes other than income taxes Amortization of rate deferrals Total Operating Income Other Income (Deductions):
Allowance for equity funds used during construction Miscellaneous - net Total Interest Charges:
Interest on long-term debt Other interest - net Allowance for borrowed funds used during construction Total Income Before Income Taxes 41,106 34,877 12,475 income Taxes Net Income Prefrred Stock Dividend Requirements and Other Earnings Applicable to Common Stock See Notes to Financial Statements.
5,010 7,515 7,624
$74,201
$61,152
$41,155 t-207,116 272,812 122,628
.40,313 43,389 1`07,576
-793,834 164,596 1.143
.1,662 2,805 44,137 3,870 (923) 47,084 120,317 163,198 240,519 144,183 38,197 46,019 107,339 739,455 150,388 950 3,036 3,986 46,998 4,638 (506) 50,830 103,544 164,428 235,019 156,954 36,592 43,963 110,481 747,437 112,408, 1,660 (1,117) 543 47,835 4,929 (1,067) 51,697 61,254 79,211 68,667 48,779
ENTERGY IUSSISSIPPI, INC.
STATEMENTS OF CASH FLOWS Operating Activities:
Net income Noncah items included in net income:
Clange in rate deferals Depc*aion and amnotiZatim DefeMed acome tax mad investmet tax credits Allowance fir equity fands used duting construction Chang in workidn capital:
Fueld inveny Accounts payable Tams
- crued Intert accued of0w won capital aconts Change in ofr regulatory asseft Net cash flow provided by opeming activities Investing Activities:
Cons-uction expenditures Allowance for equity hods used durng constuction Net cauh flow used in investig activities Financing Activities:
Proceed$ aum to issuance o0 Oemi and refunding matgage bonds Oer toong-taem debt Retirement of Oainal and refindig mortgage bonds Fist erWta bonds Olher long-term debt Redemption of prefwrd stock Changes in sho borrowings -net Dividends paid:
Comm stock Preferr~ed stock Not cash flow used in financing activitis Not incries (decras) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash eqivalent at eand of period SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during te perod for.
Intesest-net of amount capitalized inome taxs For the Years Ended December 31, 1996 1996 1994 (in Th'mmis)
S79,211
$63,667
$48,779 130,602 114,304 109,105 40,313 33,197 36,592 (32,337)
(36.774)
(34,409)
(1,143)
(950)
(1,660)
(4,123)
(5,277) 33,154 20 (1,901) 3,372 83 15,553 (3,733)
(2,157) 7,318 (3,431)
(925) 1,457 (2,794) 4,074 (21,108) 13,480 (28,573) 1,075 (7,219)
(2,534) 3,332
,429 131,966 134,943 195,114 (35,013)
(79,146)
(121,396) 1,143 950 1,660 (33,75)
(73,196)
(119,726) 79,480 24,534 15,652 (26,000)
(45,000)
(30,000)
(35,000)
(20,000)
(18,000)
(15)
(965)
(16,045)
(9,376)
(15,000)
(15,000) 50,253 (30,000) 13,432 (79,900)
(61,700)
(45,600)
(5,000)
(6,215)
(7,762)
(105,533)
(99,400)
(73,79)
(7,447) 7,347 1,599 16,943 9,59B 7,999
$9,493
$16,945
$9,598
$46,769
$48,617
$52,737 S73,637
$67,746
$39,000 See Notes to Financial Statements.
ENTERGY MISSISSIPPL, INC.
BALANCE SHEITS ASSETS December 31, 1996 1995 (In Thousands)
Cmrent Assets:
"Cash and cash equivalents:
Cash Temporary cash inve-stments - at cast, which a*oximates market:
Associated companies Other Special deposits Total cash and cash equivalents Accounts receivable:
Customer (less allowance for doubtful accounts of $1.4 million in 1996'and $1.6 million in 1995)
Associated companies Other Accrued unbilled revenues Fuel inventory - at average cost Materials and supplies - at average cost Rate deferrals Prepayments and other Total Other Property and Investments:
Investment in subsidiary companies - at equity Other - at cost (less accumulated depreciation)
Total "Utility Plant:
Electric Construction work in progress Total Less - accumulated depreciation and amortization Utility plant - net Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals SFAS 109 regulatory asset - net Unamortized loss on reacquired debt Other regulatory assets Other Total TOTAL
$1,521,466
$1,581,983 See Notes to Financial Statements.
-100-
$2,384 7,114 9,498 44,809 4,382 2,014 49,383 6,661 17,567, 142,504 7,434 284,252 5,531 7,923 13,454 1,633,484' 47,373 1,680,857 635,754 1,045,103 104,588 11,813 9,254 46,309 1 6,693 178,657
$2,574 3,248 11,123 16,945 46,214 1,134 1,967 47,150 6,681 19,233 130,622 11,536 281,482 5,531 5,615 11,146 1,559,955 55,443 1,615,398 613,712 1,001,686 247,072 6,445 10,105 17,736 6,311 287,669
ENTERGY MISSISSIPPI, INC.
BALANCI SHEETS UABITEf£S AND SHAREHOLDER'S EQUITY December 31, 1996 1995 (In Thomsands)
Current Liabilities:
Cur*ntly maturing long-team debt Notes payable - associated companies Accounts-payable:
Associatetcompmies Other Custmer deposits Taxes accrued Accumulated defered income taxes Intrest accrued Other Total Deferred Credits and Other Liabilities:
Accumulated defered income taxes Accumulated dcfered investment tax credits Other Total Long-team debt Prefeed stock with sinking find Shareholdees Equity:
Prefmed stock without sinking fund Common stock, no par value, authorized 15,OOO,000 shares; issued and outstanding 8,666,357 shares in 1996 and 1995 Capital stock expense and other Retained earng Total Commitments and Contingencies (Note 2 and 9)
TOTAL See Notes to Financial Statements.
57,881 199,326 (143) 225,764 482,828 57,881 199,326 (218) 231,463 488,452
$1,521,466
$1,581,983
- 101-
$96,015 50,253 32,878 23,701 26,258 26,482 58,634 20,909 3,065 338,195 249,522 25,422 19,445 294,389
$61,015 2L4,391 32,100 24,339 28,639 54,090 21,834 6,875 253,283 278,581 27,978 22,515 329,074 494,404 16,770 399,054 7,000
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Retained Earnings, January 1 Add:
Net income Total Deduct Dividends declared Preferred stork Commo stock Preferred stock expenseS Total Retained Eanings, December 31 (Note 8)
See Notes to Financial Statements.
$231,463 79,211 310,674 4,803 79,900 207 84,910
$225,764
$232,011 68,667 300,678 5,971 61,700 1,544 69,215
$231,463
-102-
$236,337 48,779 285,116 7,404 45,600 101 53,105
$232,011
ENTERGY MISSISSIPPI, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON 1996 1995 1994 (In Thousands)
Operating revenues Net Income Total assets Long-term obligations (1)
$ 958,430 79,211
$1,521,466
$ 406,421
$ 889,843 68,667
$1,581,983
$ 511,613
$ 859,845 48,779
$1,637,828
$ 507,555 1993
$ 883,818 69,037
$1,681,9j2
$ 563,612 1992
$ 799,483 65,036
$1,665,480
$ 576,787 (1)
Includes long-term debt (excluding currently maturing debt), and preferred stock with sinking fund, and noncurrent capital lease obligations.
1996 1995 1994 (In Thousands) 1993 1992 Electric Operating Revenues:
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Other Total Billed Electric Energy Sales (Millions of kWh):
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Total
$358,264 281,626 185,351 29,093 "854,334
$336,194 262,786 178,466 27,410 804,856 58,749 35,928 22,814 21,906 22,533 27,153
$958,430
$889,843 4,355 3,508 3,063 346 11,272 1,368 521 13,161 4,233 3,368 3,044 336 10,981 959 692 12,632
$332,567 257,154 184,637 27,495 801,853 37,747 16,728 3,517
$859,845
$341,620 251,285 182,060 28,530 803,495 34,640 17,988 21,100 19,995 24,583 19,341
$883,818
$799,483 4,014 3,983 3,151 2,928 2,985 2,787 330 336 10,480 10,034 1,079 758 512 670 12,071 11,462
- 103 -
$309,614 236,191 169,977 26,377 742,159 3,644 2,804 2,631 318 9,397 253 937 10,587
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-104-
REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Entergy New Orleans, Inc.
We have audited the accompanying balance sheets of Entergy New Orleans, Inc. (formerly New Orleans Public Service Inc.) as of December 31, 1996 and 1995, and the related statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatent An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.' An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana February 13, 1997
- 105 -
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income decreased in 1996 primarily due to the rate refund recorded in December 1996, based on the Council's review of Entergy New Orleans' 1996 earnings. The decrease in net income was partially offset by reduced other operating and maintenance expenses.
Net income increased in 1995 principally due to 1994 refunds associated with the 1994 NOPSI Settlement and a decrease in other operation and maintenance expense, partially offset by a permanent rate reduction that took place January 1, 1995.
Significant factors affeting the results of operations and causing variances, between the years 1996 and 1995, and between the years 1995 and 1994, are discussed under "Revenues and Sales", "Ep s, and "Other" below.
Revenues and Sales See "SELECTED FINANCIAL DATA-FIVE-YEAR COMPARISON," ; following the financial statements, for information on electric operating revenues by source and kWh sales.
The changes in electric operating revenues for the twelve months ended December 31, 1996 and 1995 are as follows:
Increase/
(Decrease)
Description 1996 1995 (In Millions)
Change in base revenues
($8.5)
$7.8 Fuel cost recovery 28.5 (0.3)
Sales volume/weather (4.8) 12.5 Other revenue (including unbilled)
(1.4) 6.1 Sales for resale (0.5) 3.5 Total
$13.3
$29.6 In 1996, electric operating revenues increased primarily due to higher fuel adjustment revenues, caused by elevated fuel prices, which do not affect net income. The increase was offset by a rate refimd recorded in 1996, as discussed in "Net Income" above, and lower industrial sales attributable to a significant reduction in electricity usage by a large customer. Electric operating revenues increased in 1995 as a result of refunds in 1994 associated with the 1994 NOPSI Settlement and an increase in energy sales. The increase in energy sales in 1995 was primarily due to weather effects on retail sales and an increase in sales for resale.
Gas operating revenues in 1996 increased primarily due to higher gas prices. This increase was offset by the rate refund recorded in 1996, as discussed in "Net Income" above. Gas operating revenues decreased in 1995 primarily due to the rate reduction agreed to in the NOPSI Settlement effective January 1, 1995, and a lower unit purchase price for gas purchased for resale.
-106-
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS in, 1996, operating expenses increased duo to higher fuel1 expenses, including purchased power, and gas purchased for resale. This increase was offset by reduced amortization of previous rate deferrals, the recording of rate deferrals, and lower other operation and maintenance expenses. Fuel expenses, imcludomg gas purchased for resale, increased as a result of significantly higher unit prices. Purchased power increased due to changes in generation availability and requirements among the domestic utility companies. Rate deferrals increased due to the deeral of a portion of ath Systm Energy rate increase being billed to Entrgy New Orleans, as discussed in Note
- 2.
Other operation and maintenance expenses decreased primarily due to lower payroll expenses due to restructuring and reduced regulatory commission expenses.
Operating expenses increased in 1995 due primarily to increased amortization of rate deferrals, partially offset by a decrease in fuel and other operation and maintenance expenses. Fuel expns decreased in 1995 primarily due to a decrease in fuel prices. Other operation and maintenance expmses deraed primarily due to a decrease in mainteance activity and lower payroll expenses. In 1995, th increase in the mnortization of rate deferrals is primarily a result of the collection of larger amounts of previously defenred costs under the 1991 NOPSI Settlement, which allowed Entergy New Orleans to record an additional $90 million of previously incrrTed Grand Gulf 1-related costs.
Other Income taxes decreased in 1996 due to lower pretax income. Income taxes increased in 1995 as a result of lower pretax income in 1994 due to the 1994 NOPSI Settlement and the write-off of the unamortized balances of deferred investment tax credits pursuant to the FERC Settlement in 1994.
- 107 -
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF INCOME For the Years Ended December 31, 1996 1995 1994 (In TMousands)
Operating Revenues:
Electric Natural gas Total
$403,254 101,023 504,277 Operating Epenses:
Operation and maintenance:
Fuel, fbel-reabted expens6s, and gas purchased for resale Purhsd power Other operation and maintenance Dpckon amortizefon, and deomis Taxes other than income taxes Rate deferals Amortization of rate deferrals Total Operatingl0mme 129,059 176,450 71,421 20,007 27,388 (4,866)
- 27,240 446,699
$390,002 80,276 470,278 102,314 145,920 76,510 19,420 27,805
" (4,392) 31,971 399,548 57,578 70,730
$360,430 87,357 447,787 113,735 145,935 80,656 19,275 27,814 S27,009 414,424 33,363 Other Income:
Allowance for equity funds used during construction Miscellaneous - net Total Interest Charges:
Interest on long-term debt Other interest - net Allowance for borrowed funds used during construction Total Income Before Income Taxes 321 1,146 1,467 15,268 1,036 158 1,639 1,797 331 2,141 2,472 15,948 1,853 17,092 1,179 (252)
(127)
(247) 16,052 17,674 18,024 42,993 Income Taxes Net Income 54,853 17,811 16,217 20,467 4,600 26,776 34,386 13,211 Preferred Stock Dividend Requirements and Other Earnings Applicable to Common Stock See Notes to Financial Statements.
965 1,411 1,581
$25,811
$32,975
$11,630
-108-
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1996 1995 1994 (in Thomands)
Net income Noncash ithms included in net income:
Change in rate deferals Depreciaties and amortizatio Defared ncomeAaxes and MVestnt tax acdits Allowance for equty fuds used dunng consiructi Changes in Waiting cit:
Receiaibles Acccmts pryable Taxe accrued ntereg saccred Income tax refind Other working capital accounts Net cash flow provided by operating activities Investing Activities:
Aliowance for equity finds used during construction Not cash flow used in investing actiitie Financing Activities:
proceeds foni fte issuance of general and refunding mortgage bonds Retirement of:
VFfst mortgage bonds; General. and refundling mortgage bonds Redemption of prelbered stock Dividends paid:
C smmonck Preferred stock Net cash flow used in financing activities Net increase, (decrease) in cash and cash equivalents Cas and cash equivalents at beginning of period Cash and cash equivalents at end of period SUPPLEmENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for s
Interest-not of amount capita income taxes (refand) - not S26,776 S34,386
$13,211 35,917 20,007 (12,274)
(321) 31,564 24,106 19,420 19,275 (1,998):
(18,006)
(15t (331) 832 (5,468) 15,362 (5,63) 12,566 (19,132)
(4,350) 3,225 (2,832) 214 (131)
(230) 20,172 (20,172)
(5,216)
(4,803) 18,454 (11,941)
(9,500) 8,851 44,006 99,275 39,556 (27,956)
(27,836)
(22,777) 321 158 331 (27,635)
(27,678)
(22,446) 39,608 29,805 (23,250).
(30,000)
(24,200)
(15,000)
(3,525)
(1,500)
(34,000)
(30,600)
(33,300)
(965)
(1,362)
(1,596)
.(48,607)
(29,882)
(51,396)
(32,236) 41,715 (35,286) 49,746 8.031 43,317
$17,510
$49,746
$8,031
"$15,357
$17,187 S17,707
$31,870
($941)
$45,984 See Notes to Financial Statements.
-109-
ENTERGY NEW ORLANS, INC.
BALANCE SHEETS ASSETS December 31, 1996 1995 (In Thousands)
Current Assets:
Cash and cash equivalents:
Cash Temporary cash investments - at cost, which marki Associated companies Other Total cash and cash equivalents Accounts receivable:
Customer (less allowance for doubtful accounts of $0.7 million in 1996 and SO.5 million in 1995)
Associated companies Other Accrued imbilled revenues Defered electric fuel and resale gas costs Materials and supplies - at average cost, Rate deferrals Prepayments and other Total Other Property and Investments:
Investment in subsidiary companies - at equity Utility Plant:
Electric Natural gas Construction work in progress Total Less - accumulated depreciation and amortization Utility plant - net Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals SFAS 109 regulatory asset - net Unamortized loss on reacquired debt Other regulatory assets Other Total TOTAL
$1,015:
7,435 9,060 17,510 27,430 714
""1,764 17,064 7,290 9,904 37,692 7,157 126,525
$1,693 10,860 37,193 49,746 29,168 551 843 17,242 2,647 8,950 35,191 4,529 148,867 3,259 3,259 503,061 483,581 122,700 121,083 18,247 17,525 644,008 622,189 347,790 335,021 296,218 287,168 99,498 6,051 1,647 15,908 890 123,994 137,916 6,813 1,932 9,204 1,047 156,912
$549,996
$596,206 See Notes to Financial Statements.
- 110-
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS LIABUILTIES AND SHAREHOLDERS EQUrrY December 31, 1996 1995 (In Thousands)
Current Liabilities:
Currently maturing long-term debt Accounts payable:
Associated companies Customer deposits Taxes accrued Accumulated deferred income taxes
-tw accrued Provision for rate refiud Other Total Deferred Credits and Ote Liabilities:
Accumulated deferred income taxes Accumulated defered itnvetment tax credits Accumulated provision for property insurance Other Total Long-term debt Shareholders' Equity:
Preferred stock without sinking fund Common Shareholde's Equity:
Common stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares in 1996 and 1995 Paid-in capital Retained earnings subsequent to the elimination of the accumulated deficit on November 30, 1988 Total Commitments and Contingencies (Note 2 and 9)
$549,996
$596,206 TOTAL See Notes to Financial Statements.
-111
$12,000 18,757 14,130 18,974 1,204 5,584 5,325 19,465 1,521 96,960 72,895 7,984 15,666 24,713 121,258 168,888 19,780 33,744 36,294 73,072 162,890
$38,250 13,851 124,674 189,214 5,554 9,174 5,111 11,870 6,867 133,565 81,654 8,618 15,666 29,654 135,592 155,958 19,780 33,744 36,306 81,261 171,091
ENTERGY NEW ORLEANS STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Retained Earnings, Jamuay 1 Add:
Net income Total Deduct:
Dividends declared:
Prefe'ed stock Comen stock Capital stwck expenses Total Retained Earnings, December 31 (Note S)
See Notes to Financial Statements.
$31,261 26,776 108,037 965 34,000 34,965
$73,072
$78,886 34,386 113,272 1,231 30,600 180 32,011
$81,261
-112-
$100,556 13,211
-113,767 1,536 33,300 45 34,881
$78,886
ENTERGY NEW ORLEANS, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON 1996 1995 1994 (in Thousands)
C A'/fl V71R St447_787 1993
$ 514,822 1992
$ 464,879 Net Income
$ 26,776
$ 34,386
$ 13,211
$ 36,761 26,424 Total assets
$ 549,996
$596,206
$592,894
$ 647,605
$621,691 Long-term obligations (1)
$ 168,888
$155,958
$167,610
- 193,262
$165,917 (1)
Includes long-term debt (excluding currently maturing debt).
1996 1995 1994 1993 1992 (In Thousands)
Electric Operating Revenues:
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Other (1)
Total Billed Electric Energy Sales (Millions of kWh):
Residential Commercial Industrial Governmental Total retail Sales for resale Associated companies Non-associated companies Total
$151,577 149,649 24,663 58,561 384,450 2,649 9,882 6,273
$403,254
$141,353 144,374 22,842 52,880 361,449
$142,013 162,410 25,422 58,726 388,571 3,217 2,061 9,864 7,512 15,472 (37,714)
$390,002
$360,430
$151,423 167,788 26,205 61,548 406,964 2,487 9,291 5,088
$423,830
$137,668 160,229 23,860 56,023 377,780 3,086 7,234 3,836
$391,936 1,998 2,049 1,896 1,914 1,806 2,073 2,079 2,031 1,989 1,977 481 537 518 499 457 974 983 951 924 888 5,526 5,648 5,396 5,326 5,128 66 149 92 89 212 297 202 262 5,804 6,094 5,690 5,677 155 250 5,533 _
(1) 1994 includes the effects of the 1994 NOPSI Settlement.
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REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholder of System Energy Resources, Inc.
We have audited the accampanying balance sheets of System Energy Resources, Inc. as of December 31, 1996 and 1995, and the related statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based gn our audits.
We conducted our audits in accordance with generally d aui ing standards.
T o
standards requr that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are. free Of material misstatement. An audit includes xamining, on a test basis, evidence supporting the amounts and disclosu.res in the financial statements. An audit also includes assessing the aounting principles used and significant estimates madeby management, as, well as evaluating the overall financial statement presentation. We believe thatdour audits provide a reasonable basis for our opinion.
in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles.
As discussed in Note I to the financial statements, in 1996 the Company changed its method of accounting for incremental nuclear plant outage maintenance costs.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana February 13, 1997
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SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased slightly in 1996 primarily due to lower interest charges attributed tothe refinancing of higher-cost debt.
Net income increased in 1995 primarily due to the effect of the FERC Settlement which reduced 1994 net income by $80.2 million (see Note 2). This was partially offset by revenues being adversely impacted by a lower return on System Energy's. decreasing finvestment in Grand Gulf 1.
Significant factors affectingt.1he results of operations and causing variances between the years 1996 and 1995, and between the years 1995 and 1994, are discussed under "Revenues," "
penses," and "Other" below.
Revenues Operating revenues recover operating expenses,: depreciation, and capital costs attributable to Grand Gulf 1. Capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1 and adding to such amount System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1.
Operating revenues increased in 1996 due to an increase in other operation and maintenance expenses, and increased depreciation, amortization, and decommissioning expenses offset by a decrease in nuclear refueling outage expenses as discussed in "Epenses'" below.
Operating revenues increased in 1995 due primarily to the effect of the FERC Settlement on 1994 revenues as discussed in "Net Income" above and the recovery of increased expenses in connection with a Grand Gulf 1 refueling outage offset by a lower return on System Energy's decreasing investment in Grand Gulf 1. Revenues attributable to the return on investment are expected to continue to decline each year as a result of the depreciation of System Energy's investment in Grand Gulf 1.
Expenses Operating expenses increased in 1996 due primarily to increases in other operation and maintenance expenses, and depreciation, amortization, and decommissioning expenses.
Other operation and maintenance expenses increased primarily because of higher waste disposal costs and medical benefit charges for the year. The increase in decommissioning costs and depreciation rates is reflected in the 1995 System Energy FERC rate increase filing, subject to refund (see Note 2). These increases were partially offset by a decrease in nuclear refueling outage expenses. The decrease in nuclear outage expenses was primarily due to the effect of deferring the nuclear refueling outage expenses in the fourth quarter of 1996 rather than recognizing those expenses as incurred (see Note 1). Grand Gulf I was on-line for 322 days in 1996 as compared with 285 days in 1995. The increase in the on-line days was primarily due to the unit's shorter eighth refueling outage that lasted from October 19, 1996 to November 30, 1996 (41 days), compared to a 68-day outage in 1995, and to a lesser extent, unplanned outages in 1996 totaling 3 days, compared to 12 days for 1995.
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SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Operating expenses increased in 1995 due to higher nuclear refueling outage expenses and higher depreiation, amortization, and.decommissioning costs, partially offset by lower fuel expenses as a result of the refueling outage. Grand Gulf 1 was on-line for 285 days in 1995 as compared with 345 days in 1994. The diference in the on-line days was primarily due to the unit's seventh refueling outage that lasted firmn April 15, 1995, to June 21, 1995 (68 days), and, to a lesser extent, unplanned outages in 1995 totaling 12 days, compared to 20 days in 1994. Deprecigtion, amortization, and decommissioming costs increased due to a 4 million increase in amortization (as a result of the reclassification of $81 million of Grand Gulf 1 costs and the accelerated amortization of the reclassified costs over a ten-year period in accordance w.ith: the 1994 FERC Settlement) and $1 million in decommissioning.
Other Itrest expenses decreased in both 1996 and in 1995 due primarily to the retirement and refinancing of higher-cost long-term debt. In 1995, the decrease in interest expense was partially offset by interest associated with the FERC Settlements refunds (See Note 2). Income taxes increased in both 1996 and 1995 due to higher pretax income.
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SYSTEM E1NERGY RESOURCES, INC.
STATZEME OF INCOME For the Years Ended December 31, 1996 1995 1994 (1a Thouads))
OperatingRevenues
$623,620
$605,639
$474,963 Operatig E~ens:
Operation and nainthance, Fuel, fuerl-relatod expense and gas purchased for resale Nuclear refieling outage expane Other operation and maintenance Depreciation, amortization, and decommissioning Taxes other than income taxes Total 317,039 *.
313,705 Other Income:
Allowance for equity fimds used during construction Miscellaneous - net Total Interest Charges:
Interest on long-term debt Other interest - net Allowance for borrowed finds used during construction Total Income Before Income Taxes Income Taxes Net Income 82,121 75,493 36,837
$98,668
$93,039
$5,407 See Notes to Financial Statements.
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C-
.43,761 1,239 105,453 128,474 27,654 306,581 40,262 24,935 98,441 100,747 27,549 291,934 48,107 96,504 93,861 26,637 265,109 209,854 1,090 6,402 7,492 169,248 7,257 (1,403) 175,102 42,244 1,122 5,234 6,356 135,376 8,344 (1,114) 142,606 1,878 2,492 4,370 143,020 8,491 (1,968) 149,543 168,532 180,789
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS For the Years Ended December 31, 199%
1995 1994 (in Thoualand)
Op-in Ativies:
Net inIme Noncadi imms included in net incanc:
Depreciatin, uamot~izefio, and decommissitoning Ddefed mcome tms and investment tax credits Allowance for e*uty foind, used during construction changes in working captal:
Receivables Ac*c*, paya Taxes accrued Inrest accrued Ober walkin caia
-ocut Recovere income t=e Deconmmh ig trust contbutim FERC Sctlimnit - reflmd obliation provisio for estmatd losses and resas Other Net cash flow provided by operating actvities Investing Acvies:
Constuton W~endibtIres Allowance for equity fonds used during covstructiou Nuclear Ou purchases Proceeds oim sle/leaseback of nuclear fad Net cash flow used in investing activitims Financing Activities:
Proceeds oam toe issuance or First mortgage bonds Oder long-ram debt R etir e ment of First mortgage bonds Odoer l-g4erm debt pre*uimn ad expenses paid on refinancing sale/leaseback bonds Changes in short-win borowing - net Common stock dimdads pai Net cash flow used in financing ativities Net inmcrease (decrease) in cash and cash equivalents Cas and cash equivalents at begining of period Cash and cash equivalens at end of period "SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cub poidduring to Wiod for Interest - net of amount capitalized Income xMe (refied)
Noncash westing and financing activities:
Change in unrealized apreiation (depreciaion) of decommissiong trust assts S98,669
$93,039 S5,407 128,474 100.747 93,861 4S,5 (45,337)
(30,640)
(1,122)
(1,878)
(1,090) 3,436 (66,433) 48,411 560 (I1,955) 35,469 (4,825) 37,266 14.430 (2,548)
(4,053)
(8,133)
(13,430)
(21,874) 14,024 92,689 (18,531)
(5,414)
(5,157)
(4,009)
(3,540) 60,388 46.919 3,167 (2,371) 4,290 725 1-9,6,699 286,37.
96,460 336,987 (29,469)
(21,747)
(20,766) 1,122 1,87I 1,090 (44,704)
(51,455)
(26,414) 43,971 5Z.18 (29,080)
(19,136)
(46.090) 233,656 133,933 59,410 73,343 (325,101)
(105,000)
(260,000)
(92,700)
(45,320)
(49,436)
(2,990) 2,990 (112,500)
(92,800)
(148,300)
(165,702)
(166,7M) 39,32) 92,075 (89,463)
(106,429) 240 89,703 196,132
$92,315
£240
$89,703
$138,483
$147,492
$176,503
$36,397
$87,016
($39,586)
($70)
$3,061
($1,515)
See Notes to Financial Statements.
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SYSTEM ERGY RESOURCES, INC.
BALANCE SHEETS ASSETS December 31, 1996 1995 (In Thousands)
Current Assets:
Cash and cash equivalents:
Cash TeMpoazy cash investments - at cost, which appximate market:
Associated companies Other Total cash and cash equivalents Accounts receivable:
Associated companies other Materials and supplies - at average cost Deferred nuclear refueling outage costs Prepayments and otr Total Other Property and Investments:
Decommissioning tust find Utility Plant:
Electric Electric plant under leases Construction work in progress Nuclear fuel under capital lease Total Less - accumulated depreciation and amortization Utility plant - net Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset-net Unamortized loss on reacquired debt Other regulatory assets Other Total TOTAL See Notes to Financial Statements.
$26 41,600 50,689 92,315 71,337 2,522 66,302 24,005 4,929 261,410
$240 240 72,458 4,837 67,661 16,050 161,246 62,223 40,927 2,994,445 447,409 41,362 83.558 3,566,774 974,472 2,592,302 264,758 57,785 207,214 15,601 545,358
$3,461,293
$3,431,012 2,977,303 444,305 35,946 71,374 3,528,928 861,752 2,667,176 291,181 52,702 203,731 14,049 561,663
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SYSTEM ENieRGY RESOuRCES, INC.
BALANCE SHEETS LIABUITIES AND SHAREHOLDER'S EQUITY December 31, 1996 1995 (In Thousands)
Current Liabilities:
Currently maturing long-term debt Notes payable - associated companies Accounts payable:
Associated companies Other Taxes accrued Interest accrued Obligations under capital leases Other Total Deferred Credits and Other Liabilities:
Accumulated deferred income taxes Accumulated deferred investment tax credits Obligations under capital leases FERC Settlement - refimd obligation Other Total Long-term debt Common Shareholders Equity:
Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 1996 and 1995 Paid-in capital Retained earnings Total Commitments and Contingencies (Note 2, 9, and 10)
TOTAL See Notes to Financial Statements.
789,350 72,088 861,438 789,350 7
85,920 875,277
$3,461,293
$3,431,012
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$10,000 18,245 18,836 67,823 34,195 28,000 2,306 179,405 624,020 103,647 55,558 52,839 165,517 1,001,581
$250,000 2,990 17,458 19,063 72,648 36,743 28,000 4,211 431,113 602,182 107,119 44,107 56,848 94,449 904,705 1,219,917 1,418,869
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF RETAINED EARNINGS For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Retaind Earings, January 1 Add:
Net income Total Deduct:
]Zividends declared Retained Earnings, December 31 (Note 8)
See Notes to Financial Statements.
$85,920 98,668 184,588
$85,681 93,039 5,407 178,720 233,981 112,500 92,800
$72,088
$85,920
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$228,574 148,300
$85,681
SYSTEM ENERGY RESOURCES, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON Operating revenues Net income Total assets Long-temn obiaons (1)
Electric energy sales (Millions of kWh) 1996
$ 623,620 98,668
$3,461,293
$1,474,427 8,302 1995 1994 1993 (In Thousands)
$ 605,639 93,039
$3,431,012
$1,264,024 7,212
$ 474,963 5,407
$3,613,359
$1,456,993 8,653
$ 650,768 93,927
$3,891,066
$1,536,593 7,113 1992
$ 723,410
$ 130,141
$3,672,441
$1,768,299 7,354 (1)
Includes long-term debt (excluding current maturities) and noncurrent capital lease obligations.
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ENTERGY CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS NOTE 1.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Misppi, Entergy New Orleans, and System Energy)
Mw~ accoumpanying conslidated financial statements include the accounts of Entergy Corporaton and its direct subsidiaries: Entey Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entgy New Orleans, System Enrgy, Entergy Services, Entergy Operations, Entergy Power, Entergy Enterprises, Entergy Power Opeatons Corporation Entergy S.A, Entergy Power Marketing Corporation, Entergy Power Development Corporation, Eergy Technology Holding Company, Entr Power Edesur Holding LTD, Ente.
Trnsener..
and Entergy Power Development International Corporation.
A number of these subsidiaries have additional subsidiaries. CitiPower is a subsidiary of Entergy Power Development International Corporation.
All significant intercompany transactions have been eliminated. Entergy Corporation's utility subsidiaries maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications with no effect on net income or shareholders' equity.
Use of Estimates in the Preparation of Financial Statements The preparation of Entergy Corporation and its subsidiaries' financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 1996 and 1995, and the reported amounts of revenues and expenses during fiscal years 1996, 1995, and 1994.
Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used in 1996 financial statements.
Revenues and Fuel Costs Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi generate, transmit, and distribute electricity (primarily to retail customers) in the states of Arkansas, Louisiana, and Mississippi, respectively. Entergy Gulf States generates, transmits, and distributes electricity primarily to retail customers in the States of Texas and Louisiana, distributes gas at retail in the City of Baton Rouge, Louisiana, and vicinity; and also sells steam to a large refinery complex in Baton Rouge. Entergy New Orleans sells both electricity and gas to retail customers in the City of New Orleans (except for Algiers, where Entergy Louisiana is the electricity supplier).
System Energy's operating revenues recover operating expenses, depreciation, and capital costs attributable to Grand Gulf 1 from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. Capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investmet in Grand Gulf 1, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf I.
See Note 2 for a discussion of System Energy's proposed rate increase.
A portion of Entergy Arkansas' and Entry Louisiana's purchase of power from Grand Gulf has not been included in the determination of the cost of service to retail customers by the APSC and LPSC, respectively, as described in Note 2.
The domestic utility companies accrue estimated revenues for energy delivered since the latest billings.
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The domestic utility companies' rate schedules (except Entergy Gulf States' Texas retail rate schedules) include fuel adjustment clauses that allow either current recovery or defurrals of fuel costs until such costs are reflected in the related revenues.
Entergy Gulf States' Texas retail rate schedules include a fixed fuel factor approved by the PUCT, which remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing.
Utility Plant Utility plant is stated at original cost. The original cost of utility plant retired or removed, plus the applicable removal costs, less salvage, is charged to accumulated depreciation. Maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the utility plant is subject to fiens of the subsidiaries' nurtgage bond indentures.
Utility plant includes the portions of Grand Gulf I and Waterford 3 that were sold and currently are leased back. For financial reporting purposes, these sale and leaseback transactions are reflected as financing transactions.
Net electric utility plant in service, by company and functional category, as of December 31, 1996 (excluding owned and leased nuclear fuel, the accumulated provision for decommissioning, and the plant acquisition adjustint related to the Merger), is shown below:
Production Nuclear Other Transmission Distribution Other Total (In Millions)
Entergy Arkansas 987 390 454 909 121
$ 2,861 Entergy Gulf States 2,357 678 449 764 224 4,472 Entergy Louisiana 2,048 239 331 717 62 3,397 Entergy Mumissippi 221 289 427 61 998 Entergy New Orleans 17 18 161 18 214 System Energy 2,438 16 14 2,468 Entergy 7,830 1,632 1,703 3,440 611 15,216 Depreciation is computed on the straight-line basis at rates based on the estimated service lives and costs of removal of the various classes of property. Depreciation rates on average depreciable property are shown below:
Entergy Entergy Entergy Entergy Entergy System Enteruy Arkansas Gulf States Louisiana Mississippi New Orleans Enemy 1996 3.0%
3.2%
2.7%
3.0%
2.4%
3.1%
33%
1995 2.9%
3.3%
2.7%
3.0%
2.4%
3.1%
2.9%
1994 3.0%
3.4%
2.7%
3.0%
2.4%
3.1%
3.0%
AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction. Although AFUDC increases both utility plant and earnings, it is only realized in cash through depreciation provisions included in rates.
Jointly-Owned Generatina Stations Certain Entergy Corporation subsidiaries own undivided interests in several jointly-owned electric generating facilities and record the investments and expenses associated with these generating stations to the extent of their
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respective ownership interests. As of December 31, 1996, the subsidiaries' in each of these generating stations were as follows:
Total Megawaft er~a Stations Faed Tma investment and accumulated depreciation Accumilhted Ownership byg w0 arpuef (In Tb"uands)
Entergy Arkansas White Bluff Entery Gulf States River Bend Roy S. Nelson Big Cajun 2 Entergy Mississippi System Energy Grand Gulf Entergy Power -
Unit I Common Facilities Units I and 2 Unit 1 Unit 6 Unit 3 Units I and 2 Unit 1 Unit 2 Coal coal coal Nuclear Coal coal Coal Nuclear Coal 836 1,660 936 550 540 1,678 1,179 842 31.50%
15.75%
57.00%
70.00%
70.00%
42.00%
25.00%
$ 117,515 29,568 396,403 3,103,974 400,221 222,957 224,814 90.000/%(1) 3,429,562 21.50%
121,666 (1) Includes an 11.5% leasehold interest - See Note 10 Income Taxes Entergy Corporation and its subsidiaries file a consolidated federal income tax retur Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. SEC regulations require that no Entergy Corporation subsidiary pay more taxes than it would have paid if a separate income tax return had been filed. In accordance with SFAS 109, "Accounting for Income Taxes", deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for ce*tain credits available for carryforward.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Defered tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Investment tax credits are defered and amortized based upon the average useful life of the related property in accordance with rate treatment.
Acquisition Adjustment Entergy Corporation, upon completion of the Merger in December 1993, recorded an acquisition adjustment in utility plant in the amount of $380 million, representing the excess of the purchase price over the historical cost of the Entergy Gulf States net assets acquired. During 1994, Entergy recorded an additional $124 million of acquisition adjustment related to the resolution of certain preacquisition contingencies and appropriate allocation of purchase price.
The acquisition adjustment is being amortized on a straight-line basis over a 31-year period begining January 1, 1994, which approximates the remaining average book life of the plant acquired as a result of the Merger.
As of December 31, 1996, the unamortized balance of the acquisition adjustment was $455 million.
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$ 43,646 9,921 166,809 746,440 166,820 86,699 79,934 974,472 40,585
Entergy's future net cash flows are expected to be sufficient to recover the amortization of both the Merger acquisition adjustment and the cost of the CitiPower license discussed in Note 13.
Reacauired Debt The premiums and costs associated with reacquired debt are being amortized over.the life of the related new issuances, in accordance with ratemaking treatment.
Cash and Cash Eauivalents Entergy considers all unrestricted highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Stock OpDtions - SFAS 123 The FASB issued SFAS 123, "Accounting for Stock-Based Compensation," in October 1995, to be effective for 1996 financial statements. The provisions of this statement require either (a) adoption for financial reporting purposes; or (b) disclosure of the impact the provisions would have had on financial statements had they been adopted. Entergy has elected the disclosure option. See Note 5 for the disclosures required by SFAS 123.
Continued Application of SFAS 71 The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation."
This statement applies to the financial statements of a rate-regulated enterprise that meets three criteria. The enterprise must have rates that (i) are approved by the regulator; (ii) are cost-based; and (iii) can be charged to, and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it may capitalize costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. The amount capitalized is a "regulatory asset." SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets at each balance sheet date. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.
SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71", specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment.
Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that a SFAS 121 impairment (see further discussion below) may exist which could require further write-offs of plant assets.
As of December 31, 1996, the majority of the domestic utility companies' and System Energy's operations continue to meet each of the criteria required for the use of SFAS 71 and the companies have recorded significant regulatory assets.
As described in Note 2, during 1996, FERC issued Orders No. 888 and 889 which require utilities to provide open access to their transmission system to promote a more competitive market for wholesale power sales. As also described in Note 2, Entergy Arkansas, Entergy Gulf States, and Entergy Mississippi have filed transition to competition proposals with their regulators which provide, among other things, for accelerated recovery of certain capitalized costs to provide for an orderly transition to a competitive retail power market. In response to these
- 127-
filings, certain regulatory commissions have begun general proceedings to consider retail competition in their jurisdictions.
As the plans have only recently been filed with the regulators, and those regulators have generally deferred action on the plans in lieu of their general proceedings on competition, Entergy cannot, at this time, predict the ultimate outcome of these proceedings. Accordingly, the domestic utility companies and System Energy anticipate that they will continue to meet the criteria for the application of SFAS 71 for the foreseeable future.
Deresulated Operations Entergy Gulf States discontinued regulatory accounting principles for its wholesale jurisdiction and its steam department during 1989 and for the Louisiana retail deregulated portion of River Bend in 1991. The results of these deregulated operations (before interest charges) for the years ended December 31, 1996, 1995, and 1994 are as follows:
1996 1995 1994 (In Thousands)
Operating Revenues
$174,751
$141,171
$138,822 Operating Expenses:
Fuel, operating, and maintenance 119,784 115,799 116,386 Depreciation 31,455 31,129 27,890 Total Operating Expenses 151,239 146,928 144,276 Income taxes 9,598 (6,979)
(249)
Net Income (Loss) From Deregulated Utility Operations
$13,914
$1,222
($,205)
SFAS 121 In March 1995, the FASB issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of' (SFAS 121), which became effective January 1, 1996. This statemet describes circumstances that may result in assets (including goodwill such as the Merger acquisition adjustment, discussed above) being impaired. The statement also provides criteria for recognition and measurement of asset impairment Note 2 describes regulatory assets of $169 million (net of tax) related to Texas retail deferred River Bend operating and carrying costs which were written off upon the adoption of SFAS 121 in the first quarter of 1996.
Assets which are regulated under traditional cost-of-service ratemaking, and thereby subject to SFAS 71 accounting, are generally not subject to impairment pursuant to SPAS 121, as this form of regulation assures that all allowed costs are subject to recovery. However, certain deregulated assets and other operations of the domestic utility companies totaling approximately $1.6 billion (pre-tax) could be affeetedby SFAS 121 in the future. Those assets include Entergy Arkansas' and Entergy Louisiana's retained shares of Grand Gulf 1, Entergy Gulf States' Louisiana deregulated asset plan, the Texas jurisdiction abeyed portion of the River Bend plant, and wholesale jurisdiction and steam department operations.
Additionally, all of Entergy's investment in other nonregulated businesses is subject to possible impairment pursuant to SFAS 121.
Entergy periodically reviews these assets and operations whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets. Based on current estimates of future cash
- 128 -
flows as prescribed under SFAS 121, management anticipates that future revenues firom such assets and operations of Entergy will fully recover all related costs.
Chamte in Accounting for Nuclear Refueling Outage Costs (Entergy Corporation, Entergy Arkansas, and System Energy)
In December 1995, at the recommendation of FERC, Entergy Arkansas changed its method of accounting for nuclear refueling outage costs.
The change, effective January 1, 1995, results in Entergy Arkansas deferring incr a maintenance costs incurred during an outage and amortizing those costs over the operating period immediately following the nuclear refueling outage, which is the period that the charges are billed to customer.
Previously, estimated costs of refueling outages were accrued over the period (generally 18 months) preceding each scheduled outage. The effect of the change for the year ended December 31, 1995, was to decreas net income by
$5.1 million (net of income taxes of $3.3 million) or $.02 per share. The cumulative effect of the change was to increase net income $35.4 million (net of income taxes of $22.9 million)-or S.15 per share. The pro forma effects of the change in accounting for nuclear refueling outages in 1994, assuming the new method was applied retroactively to that year, would have been to decrease net income $3.2 million (net of income taxes of $2.1 million), or $.0l per share.
System Energy filed a rate increase request with FERC in May 1995 (see Note 2), which, among other things, proposed a change in the accounting recognition of nuclear refueling outage costs from that of expensing those costs as incurred to the deferral and amortization method described above with respect to Entergy Arkansas.
As described in Note 2, the FERC ALJ issued an initial decision in this proceeding in July 1996, agreeing to the change in recognition of outage costs proposed by System-Energy.
Accordingly, System Energy deferred the refueling outage costs incurred in the fourth quarter of 1996. As of December 31, 1996, System Energy's current assets included $24.0 million in deferred nuclear refueling outage costswhich will be amortized over the next fuel cycle (approximately 18 months). Amortization of these costs in the fourth quarter of 1996 amounted to $1.2
- million, This change will have no impact on the net income of either Entergy or System Energy since System Energy will recover the refueling outage costs from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and these companies will, in turn, recover these costs from their ratepayers.
Financial Instruments Derivative instruments have been used by Entergy on a limited basis. Entergy has a policy that financial derivatives are to be used only to mitigate business risks and not for speculative purposes. See Notes 7 and 9 for additional information concerning Entergy's derivative instruments outstanding as of December 31, 1996.
Fair Value Disclosures The estimated fair value of financial instruments was determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.
Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange. In addition, gains or losses realized on financial instruments may be reflected in future rates and not accrue to the benefit of stockholders.
Entergy considers the carrying amounts of financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instrumet.
In addition, Entergy does not expect that performance of its obligations will be required in connection with certain off-balance sheet comitments and guarantees considered financial instruments. Due to this factor, and because of the related-party nature of these commitments and guarantees, determination of fair value is not considered practicable. See Notes 5, 7, and 9 for additional disclosure concerning fair value methodologies.
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RATE AND REGULATORY MATTERS Merver-Related Rate Agreements (Entergy Corporation, Eutergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)
In November 1993, Entergy Corporation, Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans entered into separate settlement agreements whereby the APSC, MPSC, and Council agreed to withdraw from the SEC proceeding related to the Merger. In return, Entergy Arkansas, Entergy Mississippi, and Entergy New Orleam agreed, among other things, that their retail ratepayers would be protected from (i) increases in the cost of capital resulting from risks associated with the Merger, (ii) recovery of any portion of the acquisition premium or transactional costs associated with the Merger, (mii) certain direct allocations of costs associated with Entrgy Gulf States' River Bend nuclear unit, and (iv) any losses of Entergy Gulf States resulting from resolution of litigation in connection with its ownership of Rive Bend. Entergy Arkansas and Entergy Mississippi agreed not to request any general retail rate increase that would take effec before November 1998, except for, among other things, increases associated with the recovery of certain Grand Gulf I-related costs, recovery of certain taxes, and catastrophic events, and in the case of Entergy Arkansas, excess capacity costs and costs related to the adoption of SFAS 106 that were previously defered. Entergy Mississippi agreed that retail base rates under the formula rate plan would not be increased above November 1, 1993 levels for a period of five years beginning November 9, 1993.
In 1993, the LPSC and the PUCT approved separate regulatory proposals for Entergy Gulf States that include the following elements: (i) a five-year Rate Cap an Entergy Gulf States' retail electric base rates in the respective states, except for force majeure (defined to include, among other things, war, natural catastrophes and high inflation); (ii) a provision for passing through to retail customers the jurisdictional portion of the feed savings created by the Merger; and (Wi) a mechanism for tracking nonfuel operation and maintenance savings created by the Merger. The LPSC regulatory plan provides that such nonfiel savings will be shared 60% by shareholders and 40%
by ratepayers during the eight years following the Merger. The LPSC plan requires annual regulatory filings by the end of each May through the year 2001. The PUCT regulatory plan provides that such savings will be shared equally by shareholders and ratepayers, except that the shareholders' portion will be reduced by $2.6 million per year on a total company basis in years four through eight. The PUCT plan also requires a series of regulatory filings to ensure that the ratepayers' share of such savings be reflected in rates on a timely basis, the first of which was made in November 1996, as discussed below in Fldings with the PUCT and Texas Cities. Subsequent filings are required in November 1998 and in November 2001. In addition, the plan requires Entergy Corporation to hold Entergy Gulf States' Texas retail customers harmless from the effects of the removal by FERC of a 40% cap on the amount of fuel savings Entergy Gulf States may be required to transfer to other domestic utility companies under the FERC tracking mechanism (see below). On January 14, 1994, Entergy Corporation filed a petition for review before the D.C.
Circuit seeking review of FERC's deletion of the 40% cap provision in the fuel cost protection mechanism. The matter is currently being held in abeyance.
FERC approved Entergy Gulf States' inclusion in the System Agreement. Commitments were adopted to provide reasonable assurance that the ratepayers of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will not'be allocated higher costs.
River Bend (Entergy Corporation and Entergy Gulf States)
In 1988, the PUCT granted Entergy Gulf States a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferals).
At the same time, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding as to prudence, approximately $1.4 billion of company-wide River Bend plant
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inestmet and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs (Abeyed Deferrals).
The PUCT's order has been the subject of several appellate proceedings, culminating in an appeal to the Texas Supreme Court (Supreme Court). On January 31, 1997, the Supreme Court issued an opinimn reversing the PUCT's order and remanding the case to the PUCT for further proceedings. The Supreme Court found that the PUCT had prejudiced Gulf States' rights by attempting to defr a ruling on the abeyed plant costs and incorrectly determined the amount of federal income tax expens that should have been allowed in, rates. The Supreme Court ruled that the PUCT could choose either to conduct hearings and take further evidence or to decide the case on the original cvidece. On February 18, 1997, the Texas Offi of Public UtilitY Counsel filed a motion.for. rehearing of the Supreme Court's decision, arguing that the Supreme Court's remand should have instructed the PUCT as to how the case should be dealt with on remand. Entergy Gulf States filed a brief in opposition to the motim for rehearing on February 25, 1997. Entergy Gulf States believes that it is unlikely that the Supreme Court will grant th motion for rehearing. No procedural schedule has yet been issued by the PUCT concerning the case on remand.
As of December 31, 1996, the River Bend plant costs disallowed for retail rtMaking purposes in Texas and the River Bend plant costs held in abeyance totaled (net of taxes and depreciation) approximately $12 million and
$266 million, respectively. The Allowed Deferrals were approximately $77 milion, net of taxes and amortization, as of December 31, 1996. Entergy Gulf States estimates it has collected approxinmtely $204, million of revenueo as of December 31, 1996, as a result of the originally ordered rate treatmnt by the PUCT of these defered costs. If recovery of the Allowed Deferrals is not upheld, future refunds could be required and futu revenues.based upon the Allowed Deferals could also be lost. However, management believes that it is probable that the Allowed. Defrrals will continue to be recovered in rates.
As a result of the application of SFAS 121, Enterg Gulf States wrote off Abeyed Deferrals of $169 million, net of tax, effective January 1, 1996. In light of the continuing proceeding beo the PUCT and, the courts (including the January 31, 1997 decision of the Texas Supreme Court), Entergy Gulf States has made no write-offs or reserves for the River Bend plant-related costs. At this time, management and legal counsel are unable to predict the amount of the abeyed and previously disallowed River Bend plant costs thatmay ultimately be allowed in Eatergy Gulf States' Texas retail rates.
In prior proceedings involving other utilities, the PUCT has held thattlhe original cost of nuclear power plants will be recoverable in electric rates to the extent those costs weve prudently incurred. Entergy Gulf States has previously filed with the PUCT a cost reconciliation study prepared by Sandlin Associates, management consultants with expertise in the cost analysis of nuclear power plants, which supports the reasonableness. of the River Bend costs held in abeyance by the PUCT. This reconciliation study determined that approximately 82% of the River Bend cost increase above the amount included by the PUCT in rate base was a result of changes in federal -nuclear safety requirements, and provided other support for the remainder of the abeyed amounts. In particular, there have been four other rate proceedings in Texas involving nuclear power plants. Disallowed ivetment in the plants ranged fiom 0% to 15%. Each case was unique, and the disallowances in each were made for diffent reasons. Appeals of two of these PUCT decisions are currently pending. Based upon the PUCT's prior decisions, management believes that River Bend construction costs were prudently incurred and that it is reasonably possible that it will recover through rates, or othrwi through means such as a deregulate& asset plan, all -or substantially all of the abeyed River Bend plant costs. In the event of an adverse ruling in this case, a net of tax write-olZ as of December 31, 1996, of up to $278 million could be required.
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Retail Rate Proceedinos flfings with the APSC (Eutergy Corporation and Entergy Arkansas)
In October 1996, Entergy Arkansas filed a proposal with the APSC designed to achieve an orderly transition to retail electric competition in Arkansas. The proposal includes a rate decrease totaling $123 million over a three year period beginning in mid-1997 and provides for a universal service charge for customers that remain connected to Eng Arkansas' electric facilities but choose to purchase their electricity from another source. Although these proposals allow for the complete recovery of the remaining plant investment associated with ANO 1, ANO 2, and Entergy Arkansas' portion of Grand Gulf I (excluding the portion retained - see below) as of December 31, 1996, over a seven year Period, the NRC operating licenses for these plants permit continued operation until the years 2014, 2018, and 2022, respectively.
Filings with the PUCT and Texas Cities (Entergy Corporation and Entergy Gulf States)
In March 1994, the Texas Office of Public Utility Counsel and certain cities served by Entergy Gulf States instituted an investigation of the reasonableness of Fntergy Gulf States' rates. ý On March 20, 1995, the PUCT ordered a retroactive rate reduction, which was amended, reducing the $52.9 million annual base rate reduction to an annual level of $36.5 million. The PUCT's action was based, in part, upon a Texas Supreme Court decision not to require a utility to use the prospective tax benefits generated by disallowed expenses to reduce rates. The May 26, 1995 amended order no longer required Entergy Gulf States to pass such prospectiv tax benefits on to its customers.
The rate refund ordered by the PUCT in its March 20, 1995 order, retroactive to March 31, 1994, was approximately $61.8 million (including interest) and was refunded to customers in September, October, and November 1995. Entergy Gulf States and other parties have appealed the PUCT order, but no assurance can be given as to the timing or 6utcome of the appeal.
In December 1995, Entergy Gulf States filed a petition with the PUCT for reconciliation of fuel and purchased power expenses for the period January 1, 1994, through June 30, 1995. Entergy Gulf Statts believes that there was an under-recovered fuel balance, including interest, of $22.4 million as of June 1995. Hearings were concluded in October 1996, and on December 18, 1996, the AU issued his recommendation which included recovery of approximately $20 million of the under-recovered fuel balance. A final decision by the PUCT is expected in March 1997.
In accordance with the Merger: agreement,. Entergy Gulf States filed a. rate proceeding with the PUCT in November 1996. In April 1996, certain cities served by Entergy Gulf States (Cities) instituted investigations of the reasonableness of Entergy Gulf States' rates. In May 1996, the Cities agreed to forego their investigation based on the assurance that any rate decrease ordered in the November 1996 filing will be retroactive to June 1, 1996, and will accrue interest until refunded.
The agreement further provides that no base rate increase will be retroactive.
Included in the November 1996 filing was a proposal to achieve an orderly transition to retail electric competition in Texas, similar to the filing described below that Entergy Gulf States made with the LPSC. This filing with the PUCT will be litigated in four phases as follows: (i) fuel factorlfuel reconciliation phase, of which Entergy Gulf States believes there was an under-recovered fuel balance of $41.4 million, including interest, for the period July 1, 1995 through June 30, 1996; (ii) revenue requirement phase; (iii) cost allocation/rate design phase; and (iv) competitive issues phase. Hearings on these matters are scheduled to begin in April 1997. No assurance can be given as to the outcome of these hearings.
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Filings with the LPSC (Entergy Corporation and Entergy Gulf States)
Annual Earnings Reviews In May 1994, Entergy Gulf States filed a required earnings analysis with the LPSC for the test year preceding the Merger (1993). On December 14, 1994, the LPSC ordered a $12.7 million annual rate reduction for Entergy Gulf States, effective January 1995. Entergy Gulf States received a preliminary injunction from the District Court regarding $8.3 million of the reduction relating to the earnings effect of a 1994 change in accounting for unbilled revenues. On January 1, 1995, Entergy Gulf States reduced rates by $4.4 million. Entergy Gulf States filed an appeal of the entire $12.7 million rate reduction with the District Court, which denied the appeal in July 1995.
Entergy Gulf States appealed the order to the Louisiana Supreme Court. The preliminary injunction relating to $8.3 million of the reduction remained in effect during the appeal. On July 2, 1996, the Louisiana Supreme Court ruled on the appeal. The Court found that the LPSC ruled incorrectly on the treatment of the initial balance of unbilled revenues and the revenue annualization adjustment. As a result, Entergy Gulf States will not be required to refund the $8.3 million. The case was remanded to the LPSC for further proceedings related to the revenue annualization adjustment, but as a result of a subsequent rate adjustment pursuant to the third required post-Merger earnings analysis discussed below, the remand was moot.
On May 31, 1995, Entergy Gulf States filed its second required post-Merger earnings analysis with the LPSC. Hearings on this review were held in December 1995.
On October 4, 1996, the LPSC issued an order requiring a $33.3 million annual base rate reduction and a $9.6 million refund. One component of the rate reduction removes from base rates approximately $13.4 million annually of costs that will be recovered in the future through the fuel adjustment clause. On October 23, 1996, Entergy Gulf States appealed and obtained an injunction to stay this order, except insofar as the order requires the $13.4 million reduction, which Entergy Gulf States implemented in November 1996. In addition, the LPSC order provides for the recovery of $6.8 million annually related to certain gas transportation and storage facilities costs. Pursuant to the October 1996 LPSC Settlement, this amount was brought forward to $8.1 million (see "LPSC Fuel Cost Review" below). This amount will be applied as an offset against whatever refund, if any, may be required by a final judgment in Entergy Gulf States' appeal of the second post-Merger earnings review order.
On May 31, 1996, Entergy Gulf States filed its third required post-Merger earnings analysis with the LPSC.
Based on this earnings filing, on June 1, 1996, Entergy Gulf States implemented a $5.3 million annual rate reduction.
Hearings on this filing concluded in February 1997. An additional rate reduction may be required upon the issuance by the LPSC of a final rate order.
LPSC Fuel Cost Review In November 1993, the LPSC ordered a review of Entergy Gulf States' fuel costs for the period October 1988 through September 1991 (Phase 1) based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC ruled in the Phase 1 fuel review case and ordered Entergy Gulf States to refund approximately $27.5 million to its customers. Under the order, a refund of
$13.1 million was made through a billing credit on August 1994 bills. In August 1994, Entergy Gulf States appealed the remaining $14.4 million of the LPSC-ordered refund to the District Court and obtained an injunction with respect to that portion of the refund. On April 15, 1996, the appropriate state District Court affirmed the LPSC decision.
Entergy Gulf States has appealed this decision to the Louisiana Supreme Court. In October 1996, Entergy Gulf States reached a settlement with the LPSC on one of the issues presented in this appeal, resulting in a refund to ratepayers of $5.7 million plus interest.
See "October 1996 LPSC Settlement" below. In February 1997, the Louisiana Supreme Court rendered a decision on the remaining $8.7 million, affirming the LPSC's order insofar as it requires a refund of $8.2 million plus interest, which Entergy Gulf States will record in 1997, and reversing the LPSC's order insofar as it would have required an additional $0.5 million refund.
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In Septmber 1996, the LPSC completed the second phase of its review of Entergy Gulf States' fuel costs, which covered the period October 1991 through December 1994 (Phase 11). On October 7, 1996, the LPSC issued an order requiring a $34.2 million refind. The ordered refund includes a disallowance of $14.3 million of capital costs (including interest) related to certain gas transportation and storage facilities, which were recovered through the fuel clause, and which have been refunded pursuant to the October 1996 LPSC Settlement. Entergy Gulf States will be permitted to recover these costs in the future through base rates. On October 23, 1996, Entergy. Gulf States appealed and received an injunction to stay this order, except insofar as the order requires the $14.3 million refiud.
See "October 1996 LPSC Settlement" below.
October 1996 LPSC Settlement In October 1996, Entergy Gulf States and the LPSC reached an agrement whereby Entergy Gulf States agreed to (i) refiud certain capital costs related to gas transportation and storage facilities that were at issue in the Phase I and Phase -H fuel cost reviews and (ii) refund similar costs recovered subsequent to the Phase H fuel cost review. This resulted in a total refund to customers of approximately $32.1 million, including interest. In the future, Entergy Gulf States will be permitted to recover through base rates the capital costs related to such gas transportatio and storage facilities. As a part of the settlement, which covered post-Phase H costs of such ficilities in addition to the costs addressed by the LPSC's order for the second post-Merger earnings analysis, Entergy Gulf States will be permitted to recover through base rates $1.3 million annually'in addition to the $6.8 million annual recovery provided in the order, for a total annual base rate recovery of $8.1 million. The settlement provides that this amount will be applied as an offset against whatever refund, if any, may be required by a final judgment in Fatergy Gulf States' appeal of the second post-Merger earnings review order.
(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)
In October 1996, Entergy Gulf States and Entergy Louisiana filed proposals with the LPSC designed to achieve an orderly transition to retail electric cmnpetiton in Louisiana, while protecting certain classes of ratepayers from possibly unfairly bearing the burden of cost shifting. The proposals do not increase rates for any customer class. However, these proposals do provide for a universal service charge for customers that remain connected to Entergy Gulf States' or Entergy Louisiana's electric facilities but choose to purchase their electricity from another source. In addition, the proposals include a base rate freeze, which would be put into effect for seven years in the Louisiana areas serviced by Entergy Gulf States and Entergy Louisiana. Although these proposals allow for the complete recovery of the remaining plant investment associated with River Bend, Waterford 3, and Entergy Louisiana's portion of Grand Gulf I (excluding the portion retained - see below) as of December 31, 1996, over a seven year period, the NRC operating licenses for these plants permit continued operation until the years 2025, 2024, and 2022, respectively.
In February 1997, the LPSC identified certain issues embodied in the Entergy Gulf States and Entergy Louisiana proposals that will be included in those companies' annual rate filings expected to be made on May 31, 1997 and April 15, 1997, respectively, and other issues that now will be included in an ongoing generic regulatory proceeding examining electric industry restructuring.
(Entergy Corporation and Entergy Louisiana)
On June 2, 1995, as a result of a review of the earnings of Entergy Louisiana, a $49.4 million reduction in base rates was ordered. In the same order, the LPSC adopted for Entergy Louisiana a performanceamsed formula rate plan. The formula rate plan provides a financial incentive to reduce costs while maintaining high levels of customer satisfactim and system reliability. The plan allows Entergy Louisiana the opportunity to earn a higher rate of return if it improves performance over time. Conversely, if performance declines, the rate of return Entergy Louisiana could earn is lowered.
On June 9, 1995, Entergy Louisiana appealed the rate reduction and sought injunctive relief from implementation of $14.7 million of the reduction. The $14.7 million portion of the rate
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reduction represet revenue imputed to Entergy Louisiana as a result of the LPSC's conclusion that the rates charged to three industrial customers were unreasonably low. Subsequently, a request for a $14.7 million rate icrease was filed by Entergy Louisiana. On July 13, 1995, Entergy Louisiana was grnted a preliminary injunction by the District Court enjoining $14.7 million of the rate reduction pending a final decision on appeal. In an order issued on January 31, 1996, the LPSC approved a settlement reducing the $14.7 million portion of the rate reduction to $12.35 million. Refunds issued pursuant to this settlement had the eff5et of implementing the rate reduction effective April 27, 1995, and were made in the months of January and February 1996. The refunds and related interest resulting from the settlement amounted to $8.9 million. The District Court case discussed above was dismissed as part of the settlement.
On April 15, 1996, Entergy Louisiana made its first annual performance-based formula rate plan filing based on the 1995 test year. On June 19, 1996, the LPSC approved a $12 million annual reduction in base rates effective July 1, 1996. This reduction was based upon the 1995 test year results under the fonmula rate plan and reflected the expiration of the Waterford 3 phase-in plan discussed below, which was partially offset by the recovery of the property taxes on Waterford 3 and the related deferral discussed below. Subsequently, additional issues were resolved by means of a settlement conference, increasing the base rate reduction fromn $12 million to $16.5 million.
Hearings have been conducted to review Entergy Louisiana's allowed return on equity and to address certain other disputed issues. This may result in an additional rate reduction which-would be prospective obly. The LPSC's ruling is expected in the second quarter of 1997.
The property tax exemption for Waterford 3 ended in December 1995 and Entergy Louisian was required to pay $19.3 million in property taxes to St. Charles Parish for the 1996 tax year. In a March 1996 LPSC order, Entergy Louisiana was permitted to defer the raterecovery of these taxes for the period January 1996 through June 1996. The order allowed for the recovery of the property tax beginning in July 1996, and also for the recovery, from July 1996 through June 1997, of the related deferral. In addition, Entergy Louisiana's phase-in plan for Waterford 3 will expire in June 1997. Entergy Louisiana is recovering deferred costs annually of approximately $28.4 million.
Filings with the MPSC (Entergy Corporation and Entergy Mississippi)
On March 15, 1996, Entergy Mississippi filed its annual earnings review with the MIPSC under its formula rate plan for the 1995 test year. On April 18, 1996, the MIPSC issued an order approving and adopting a joint stipulation and placing the prospective rate reduction of $5.9 million into effect on May 1, 1996.
Entergy Mississippi has initiated discussions with the MPSC regarding an orderly transition to a more competitive market for electricity. In August 1996, Entergy Mississippi filed a proposal with the MPSC for a rate rider to assure recovery of all Grand Gulf costs incurred to serve customers. The rider would maintain current rates for electric service provided by Entergy Mississippi and would apply to customers within Entergy Mississippi's service area who obtain electricity in the future from a source other than Entergy Mississippi. Entergy Mississippi designed this rider to assure that commitments made under the current system of regulation are honored and that cost burdens are not unfairly transfered from departing customers to those who remain on the Entergy Mississippi system. On August 22, 1996, the MPSC remanded this proposal and established a generic docket to consider competition for retail electric service.
Filings with the Council (Entergy Corporation and Entergy New Orleans)
Pursuant to the 1991 NOPSI Settlement, Entergy New Orleans is required to make earnings filings with the Council for the 1995 and 1996 rate years. A review of Entergy New Orleans' earnings for the test year ending September 30, 1995, required Entergy New Orleans to credit customers $6.2 million over a 12-month period which began in March 1996.
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On October 31, 1996, Entergy New Orleans filed with the Council an analysis of its earnings for the test year ended September 30, 1996. Based upon this earnings review, the Council ordered a refund of $18.4 million which is being credited to customers over a 12 month period which began in February 1997.
On December 19, 1996, the Council ordered an increase in Entergy New Orleans' franchise fee from 2.3% to 5% of gross revenues. The increase in the 1997 fianchise fee is estimated to be $12 million. The franchise fee is collected by Entergy New Orleans as a separate line item on customer bills and is not a component of base rates.
In January 1997, Entergy New Orleans unilaterally proposed to the Council to reduce rates by annual amounts of $15 million. This offer was accepted by the Council and, effective February 1, 1997, Entergy New Orleans implemented this base rate reduction.
The Council issued a resolution in February 1997 indicating that it will conduct an investigation of the justness and reasonableness of Entergy New Orleans' allowed rate of return, base rates, and adjustment clauses. The Council contemplates a bifurcated review and has established hearing dates in April 1997 on the issue of rate of return. The Council also directed Entergy New Orleans to make a cost of service and revenue requirement filing on May 1, 1997. A procedural schedule has not been set with respect to these other issues.
Pursuant to a settlement reached in February 1997 with the Council as to Entergy New Orleans' deferred integrated resource planning expenses, the Council has conditionally allowed Entergy New Orleans to begin recovering $5 million, subject to a hearing to determine the prudence of such expenses. Entergy New Orleans has agreed not to seek recovery of the remaining $6.8 million of expenses incurred.
Deregulated Asset Plan (Entergy Corporation and Entergy Gulf States)
A deregulated asset plan representing an unregulated portion (approximately 25%) of River Bend (plant costs, generation, revenues, and expenses) was established pursuant to a January 1992 LPSC order. The plan allows Entergy Gulf States to sell such generation to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing such incremental revenue above 4.6 cents per kWh between ratepayers and shareholders.
River Bend Cost Deferrals (Entergy Corporation. and Entergy Gulf States)
Entergy Gulf States deferred approximately $369 million of River Bend operating and purchased power costs, depreciation, and accrued carrying charges, pursuant to a 1986 PUCT accounting order. Approximately $182 million of these costs are being amortized over a 20-year period, and the remaining $187 million was written off in the first quarter of 1996 in accordance with SFAS 121, as discussed above. As of December 31, 1996, the unamortized balance of the remaining costs was $117 million. Entergy Gulf States deferred approximately $400.4 million of similar costs pursuant to a 1986 LPSC accounting order, of which approximately $40 million was unamortized as of December 31, 1996, and is being amortized over a 10-year period ending in February 1998.
In accordance with a phase-in plan approved by the LPSC, Entergy Gulf States deferred $294 million of its River Bend costs related to the period February 1988 through February 1991. Entergy Gulf States has amortized
$225 million through December 31, 1996. The remainder of $69 million will be recovered in 1997 and early 1998.
Grand Gulf I and Waterford 3 Deferrals (Entergy Corporation and Entergy Arkansas)
Under the settlement agreement entered into with the APSC in 1985 and amnended in 1988, Entergy Arkansas agreed to retain a portion of its Grand Gulf 1-related costs, recover a portion of such costs currently, and defer a portion of such costs for future recovery. In 1996 and subsequent years, Entergy Arkansas retains 22% of its 36%
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interest in Grand Gulf 1 costs and recovers the remaining 78%. The deferrals ceased in 1990, and Entergy Arkansas is recovering a portion of the previously defered costs each year through 1998. As of December 31, 1996, the balance of defeed costs was $228 million. Edtergy Arkansas is permitted to recover on a current basis the incremental costs of financing the unrecovered deferals. In the event Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided energy cost, which is currently less than Entergy Arkansas' cost of energy from its retained share.
(Entergy Corporation and Entergy Louisiana)
In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Waterford 3 and Entergy Louisiana's share of capacity and energy from Grand Gulf I, subject to certain terms and conditions.
With respect to Waterford 3, Entergy Louisiana was granted an increase aggregating $170.9 million over the period 1985-1988, and agreed to permanently absorb, and not recover from retail ratepayers, $284 million of its investment in the unit and to defer $266 million of its costs related to the years 1985-1988 to be recovered fiom April 1988 through June 1997.
With respect to Grand Gulf 1, in November 1988, Entergy Louisiana agreed to retain and not recover from retail ratepayers, 18% of its 14% share (approximately 2.52%) of the costs of Grand Gulf I capacity and energy.
Entergy Louisiana is allowed to recover through the fuel adjustment clause 4.6 cents per kWh for the energy related to its retained portion of these costs. Alternatively, Entergy Louisiana may sell such energy to nonamffliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC's approval.
(Entergy Corporation and Entergy Mississippi)
Entergy Mississippi entered into a plan with the MPSC that provides, among other things, for th recovery by Entergy Mississippi, in equal annual installments over ten years beginning October 1, 1988, of all Grand Gulf 1-related costs deferred through September 30, 1988, pursuant to a final order by the MPSC. Additionally, the plan provides that Entergy Mississippi defer, in decreasing amounts, a portion of its Grand Gulf 1-related costs over four years beginning October 1, 1988. These deferrals are being recovered by Entergy Mississippi over a six-year period beginning in October 1992 and ending in September 1998. As of December 31, 1996, the uncollected balance of Entergy Mississippi's deferred costs was approximately $247 million. The plan also allows for the current recovery of carrying charges on all deferred amounts.
(Entergy Corporation and Entergy New Orleans)
Under Entergy New Orleans' various rate settlements with the Council in 1986, 1988, and 1991, Entergy New Orleans agreed to absorb and not recover from ratepayers a total of $96.2 million of its Grand Gulf 1 costs.
Entergy New Orleans was permitted to implement annual rate increases.in decreasing amounts each year through 1995, and to defer certain costs and related carrying charges for recovery on a schedule extending from 1991 through 2001. As of December 31, 1996, the uncollected balance of Entergy New Orleans' deftrred costs was $136 million.
February 1994 Ice Storm/Rate Rider (Entergy Corporation and Entergy Mississippi)
-A February 1994 ice storm left more than 80,000 Entergy Mississippi customers without electric power across the service area.
Damage to transmission and distribution lines, equipment, poles, and facilities totaled approximately $77.2 million, with $64.6 million of these amounts capitalized as plant-related costs. The remaining balances were recorded as a deferred debit.
Subsequent to a request by Entergy Mississippi for rate recovery, the MPSC approved a stipulation in September 1994 with respect to the recovery of ice storm costs recorded through April 30, 1994. Under the stipulation, Entergy Mississippi implemented an ice storm rate rider, which increased rates approximately $8 million for a period of five years beginning on September 29, 1994. At the end of the five-year period, the revenue
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requirement associated with the undepreciated ice storm capitalized costs will be included in Entergy Mississippi's base rates to the extent that this revenue requirement does not result in Entergy Mississippi's raft of return on rate base being above the benchmark rate of return under Entergy Mississippi's formula rate plan. The MPSC approved a second stipulation in September. 1995 which allows for a $2.5 million rate increase for a period of four years beginning September 28, 1995, to recover costs related to the ice storm that were recorded after April 30, 1994. The stipulation also allows for undepreciated ice storm capital costs recorded after April 30, 1994, to be treated as described above.
Proposed Rate Increase (System Energy)
System Energy filed an application with FERC on May 12, 1995, for a $65.5 million rate increase,: The request seeks changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. The request also includes a proposed change in the accounting recognition of nuclear refueling outage costs from that of expensing those costs as incurred to the deferral and amortization method described in Note 1 with respect to Entergy Arkansas.
On December 12, 1995, System Energy implemented a $65.5 million rate increase, subject to refund. Management has decided to record a reserve for a portion of the rate increase. Hearings on System Energy's request began in January 1996 and were completed in February 1996. On July 11, 1996, the AU issued an initial decision in this proceeding that agreed with certain of System Energy's proposals, including the change in accounting for nuclear refueling outage costs, while rejecting a proposed increase in return on common equity and recommending a slight decrease. The AIJ also rejected the proposed change in the decommissioning cost methodology. The decision of the ALI is preliminary and may be modified in the final decision from FERC which is expected in the first quarter of 1997. Management is unable to predict the final outcome of the rate increase request or the amount of any refunds in excess of reserves that may be required.
(Entergy Mississippi)
Entergy Mississippi's allocation of the proposed System Energy wholesale rate increase is $21.6 million. In July 1995, Entergy Mississippi filed a schedule with the MPSC that will defer the ultimate amount of the System Energy rate increase. The deferral plan, which was approved by the MPSC, began in December 1995, the effective date of the System Energy rate increase, and will end after the issuance of a final order by FERC. The deferred rate increase is to be amortized over 48 months beginning October 1998.
(Entergy New Orleans)
Entergy New Orleans' allocation of the proposed System Fnergy wholesale rate increase is $9.6 million. In February 1996, Entergy New Orleans filed a plan with. the City to defer 50% of the amount of the System-Energy rate increase. The deferral began in February 1996 and will end after the issuance of a final order by FERC.
FERC Settlement (Entergy Corporation and System Energy)
In November 1994, FERC approved an agreement settling a long-standing dispute involving income tax allocation procedures of System Energy. In accordance with the agreement, System Energy refinded approximately
$61.7 million to Entergy Arkansas, Entergy Louisiana, Entergy :Mississippi, and Entergy New Orleans, each of which in turn has made refinuds or credits to its customers (except for those portions attributable to Entergy Arkansas' and Entergy Louisiana's retained share of Grand Gulf I costs). Additionally, System Energy will refund a total of approximately $62 million, plus interest, to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi. and Entergy New Orleans over the period through June 2004. The settlement also required the write-off of certain related unamortized balances of deferred investment tax credits by Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. The settlement reduced Entergy Corporation's consolidated net income for
- 138 -
the year ended December 31, 1994, by approximately $68.2 million, offset by the write-off of the unamortized balances of related de&red investment tax credits of approximately $69.4 million ($2.9 million for Entergy Corporation; $27.3 million for Entergy Arkansas; $31.5 million for Entergy Louisiana; $6 million for Entergy Mississippi; and $1.7 million for Entergy New Orleans). System Energy also reclassified from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although such costs are excluded from rate base, System Energy is recovering them over a 10-year period. Interest on the $62 million refiud and the loss of the return on the $81 million of other Grand Gulf I costs will reduce Entergy's and System Energy's net income by approximately $10 million annually over the next 8 years.
NOTE 3.
INCOME TAXES Entergy Corporation's following (in thousands):
Cuffent Federa State Total hn tax redit tdugments - wt Recwded income ta expnmse Fedwal State Total SOUSM* nt-vt Inveetaen tax credit Reboed iome tax expen Charged to cunmWave effedt Current:
Federal Stab Total derd - net Invememt tax credit adusments - net hnesunt tax cedit amotiztion -FERC Stdcment Recrd&d income tax expeem and its subsidiaries' income tax expenses for 1996, 1995, and 1994 consist of the Ezt Ea y
Bi,,ry Eatew EAfg SYMM Enty Aran Gulf States Loisiana iisgsiai New Olea=
FAeCM S
27Z036 $
108,583 S
510 S 78,629 S
64,358 S 23.860 S 19,637 72*
21,988 201 21,122 9,635 4,631 13,506 344,240 130,471 711 99,751 73.993 28,491 33.145 100,572 (41,261) 106,715 24,656 (29,390)
(11.587),
52447 (23,653)1 (4,766)
(5,335)
(5,847)
J3,497)
(687)
(3,471)
S 421159 84.444 S
102L091 S
118,560 S
41,106 S
16217 S
82.121 E
Entery Eneg Eatery Enegy
, Entey Syem E,
Arkansas Gulf Stan Louisana Missimpp NewOdeas Eney S
306,910 S
87,937 $
13 S
93,670 S 62,436 S 19,071 S
108.920 60,278 18,027 20,994 9,215 3_394 11,910 367,188 105,964 13 114,664 71,651 22,465 0,M830 13,333 (5,363) 67,703 8,148 (35,224)
(1,364)
(41,871)
(21,478)
(5,658)
(4,472)
(5,698)
(1,550)
(634)
(3,466) 359043 S 94,943 $
63a244 117,114 S
34,877 S
20.467 S
75,493
&31S 22.861 S
Entergy E.tern Eter~
Entrey Enfterg S*am Entm Ark==
Glf St.
Lowuia Mismippi Newý le..m FAnew 227,046S 64,238 $
71 $
68,891 39,505 S 19,557 $
54.295 50,300 19,062 14 10,369 7,379 3.049 13,182 277,346 83,300 85 79,260 46,884 22,606 67,477 (54,429)
(17,939)
(57,911) 21,580 (26,763)
(15,674)
(27,375)
(24,739)
(8,814)
(4,260)
(6,048)
(1,673)
(681)
(3,265)
(66,454)
(27,27)
(31,504)
(5,973)
(1,651)
S 131,724 29220 s (62,o086) S 63,288 S 12,475 s 4,600$ S 36"
- 139-
Entergy Corporation's and its subsidiaries' total income taxes differ from the amounts computed by applying the statutory federal income tax rate to income before taxes. The reasos for the differences for the years 1996, 1995, and 1994 are (amounts in thousands):
Mt u
t Computed at statutory rate (35%)
Increases (reductions) in tax resulting freeo State income tins net of federal income tax effect Depreciation Rate deferrals - net Amortization of investment tax credits Flow-throug/permanent differences WAS 121 write-off Other - net Total income taws Effective Income TaxRate Cuns at Aity rate (35%)
buuc (re~kni) mtaxc
-OM1 funm Stateim a
net of Rate debials -net tax autls Offer-net TOW imxaiu taM Entew*
EnterW Eaterqf Eatew EnterV Enter Arkmsas GulfStates Louisiana Mississippi New Oileam S 319,103
$ 84,785 S
54,801 15,829 1M73 (20,349) 1,059 48,265 478 10,796 (2,102) 1,115 34,371 S
108,262 S
19,389 (6,305) 5,537 11,535 6,722 (1,829)
System EneV 42,111 S
15,048 S 63,626 4,188 1,604 (3,430)
(4,608)
(4,380)
(5,664)
(1,582)
(845)
(4,697) 2,792 48,265 2,422 (449)
(17)
(275)
(1.510) 1,449 402 580 7,444 15,508 (635)
(3,480)
(164)
(463)
(977)
S421,159ý $ 84,444 S 102,091 S
118,560 S
41,106 S
16,217 S 82,121 46.2%
34.4%
105.5%
37.6%
34.2%
37.7%
45.4%
FAter EataV Bftu Fhter aa S
334,944 S 93,458 $
65,157 111,528 S 36,240 19,1983 58,986 42,599 11,551 8,375 11,532 3,344 1,971 7,036 1,670 (1,510)
(13,073) 2,693 739 (661) 13,482 1,699 975 6,240 (2,626)
(3,465) 575 (20,549)
(5,658)
(4,475)
(5,711)
(1,548)
(634)
(3,480)
(]-.2D)
(3,873) 1,02D (32)
(433) 18 (531)
S 359,043 94,943 S 63,244 S 117,114 S 34,877 S 20,467 $
750493 Effactmi ba Ta Rate 37.5%
35.5%
34.M%
33.7%
37.3%
44.8%
- 140 -
Camptut at qatatiy rte (35.)
hum= (recdhm) in tax rematt'l;fomx
-tre iaum t
fStm uuin mmi la effc RPe defeials-net Ammfimtiaao ct'ivbm~t tax credits
,Ammtzifim ofiwesWA*
tax cedit - FERC Setdame A.inatn ofp jxir )
utw Odth-net TOWal iNUmm tMax S
Btari 194,449 S 13,766 9,995 1,435 (27,337)
(66,454) 9,425 (3.554'l otagy Fzm BAtM entv S
Akmam 1GWStatm s
1,,Tew Ckm3 BMW 60,017 $
(50,694) S 7,821 (921) 729 (6,.71) 6,551 96,994 S 21,438 S
6,234 S 14,785 5,147 3,219 (2,749) 2,465 1,930 (3,810)
(10,220)
(4,472)
(6.305)
(1,674)
(2712)
(208)
(671)
(2,460) 3.748 (31,504)
(1.514)
(5,973)
(1,954) 53 456 7,565 (586) 14,541 714 (681)
(3,476)
(1,651)
(423) 537 2,947 475 131,7241 $
29,220 $
(62,06) $
63,288 S 12,475 S
4,600 $
36,837 Eff*divwhem TaxRate 23.7%
17.1%
42.9A 2299%
20.4%
25.9%
87.2%
Significant components of Entergy Corporation's December 31, 1996 and 1995, are as follows (in thousands):
Defetred Tax Usbilities:
Net replatory asets/(liabilities)
Plaot-rlated basis differences Rate ddemls other Total D.md Tax Assets:
Accumulted defred investment tax credit lavestment tax credit canyhrwards NOL czrfoxward Alternative minimam tax credit Sale and leasebadk Removal cost Unbilled revenues Pensionýelated items Rate refired FERC Settlement Other Total Net deferred tax liability and its subsidiaries' net deferred tax liabilities as of Entera.
Entery Eatally Entery Eater Adcansa Gulf States Louisim Mississippi New Orleans System S (1,406,921) S (287,217) S (434,380) S (349,667) S (21,537) S (9,717) S (304,403)
(2,986,993)
(476,364)
(1,016,616).
(716,974)
(195,038)
(50,435)
(512,519)
(322,530)
(84,126)
(68,282)
(2,339)
(113,669)
(52,914)
(143,792)
(59,592)
(9,243)
(31,433)
(7,604)
(6,193)
(24,917)
S (4,860,236) S (907,999) S P1,528&521)
S (1,100,913) S (327,48U) $
(119,259)' $S 412839) 210,879 42,450 61,563 53,231 9,724 3,666 39,645 132,779 132,779 24,990 24,990 40,658 40,652 233,123 108,390 125,433 102,268 27,391 61,716 2,454 10,707 37,692 17,824 14,965 (343) 5,246 30,869 11,291 8,838 2,002 5,987 2,745 25,409 7,077 18,332 19,079 19,079 147;020 9,049 61,804 23,545 5,849 8,097 12,585 1,011,466 51,499 384,300 S
271,285 S
19,692 S
40,710 S
217,219
$ (3,248,770) S (85S500)
S (1,144,221)
S (829,628) S (308,156) $
(78,479)
S (624,020)
- 141 -
BA=(nn-
Dermal Tax Libi~litiey Net replatoy meassaia&lities)
Imsaf ed basis diffeves Raw denals OtW Total Detw* Ta Anetz Aacmbiemd Mare invsbnent tax credit hwemMat taxcrit cwr Vdahtio. aloimac Ahtmarnive minimum tax credit Sale and ka 1 Rmval coet UdIloed mrveas PeFsm ated it*m Oprating pimims Poiuaimi - FASB 5 contingencies PERC Seatlement Total Not defind tax liahity FEtw E"W Ei*W EMOMr EnAIG sd Egtmu Arkmms GulfStte LuMa Mihmisipn" New Oriem EMU S (1,494,000) $
(264,166) S (512=211)
S (357,521) S (17,147) s (10,723) S (332,154)
(3,071,519)
(480,465)
(1,060,241)
(722680)
(11,1792)
(5 o20) (538,215)
(467,691)
(131,261)
(104,695)
(12.652)
(157,168)
(61,915)
(117,510)
(69W475)
(1,814)
(35=272)
(9,339)
(3Q134)
(10.,365)
S (51501 0 S (945,367) S (1,679031)IS (1,128132) S (365446) S (1M592) S (890734) 214,505 44,20 58,653 56,008 10,702 3,910 40,973 167,713 167,713 (44,597)
(44.597) 151,141 151,141 130,760 39,709 27,409 63,642 225,620 105,788 119,832 97,184 25,701 59,148 2,316 10,019 42,923 22,384 16,850 3,689 21,003 14,472 2342 4,189 6,795 6,795 7,250 7,250 19,978
- 9-459 19,519 21,394 110%176 S2285 17,415 6,703 "
34,586 S
1 S300,229 72,904 S 545,352 S 317,488 S 32t775 $
35,764 $
278,552 S (31850,491) S (8712463) S (1,133,679) S (810,644) 1 (332S671) S (90,828) S (61)
As of December 31, 1996, Entergy has investment tax credit (1TC) carryforwards of $138.8 million, federal net operating loss (NOL) carnyforwards of $50.8 million, and state NOL carryforwards of $105.2 million, all related to Entergy Gulf States operations. The ITC carryforwards include the 35% reduction required by the Tax Reform Act of 1986 and may be applied solely against federal income tax liability of Entergy Gulf States and, if not utilized, will expire between 1997 and 2002. At December 31, 1995, the projected amount of ITC carryforwards which would expire unutilized was estimated to be $44.6 million, which was based upon projections of estimated taxable income of Entergy Gulf States and, accordingly, a valuation reserve was recorded for this amount. At December 31, 1996, management estimated that none of the remaining ITC carryforwards would expire unutilized, and the valuation reserve was eliminated. The alternative minimum tax (AMT) credit carryforwards as of December 31, 1996 were
$40.7 million, all related to Entergy Gulf States operations. This AMT credit can be carried forward indefinitely and may be applied solely against the federal income tax liability of Entergy Gulf States.
In accordance with the System Energy FERC Settlement, the domestic utility companies wrote off $66.6 million of unamortized deferred investment tax credits in 1994, including $27.3 million at Entergy Arkansas, $31.5 million at Entergy Louisiana, $6.0 million at Entergy Mississippi, and $1.7 million at Entergy New Orleans.
In August 1994, Entergy received an IRS. report covering the federal income tax audit of Entergy Corporation and subsidiaries for the years 1988-90. The report asserted an $80 million tax deficiency for the 1990 tax return related primarily to the utilization of accelerated investment tax credits associated with the Waterford 3 and Grand Gulf nuclear plants. Changes to the initial report, made in the IRS Appeal process, have reduced the assessment related to the issue by $22 million to $58 million. Entergy Corporation and the Appeals Officer agreed to pursue a "Technical Advice" ruling from the IRS National Office to address the remainder of the issue. Entergy Corporation believes there is no material tax deficiency and is confident that a satisfactory resolution of the matter will be achieved.
- 142 -
NOTE 4.
LINES OF CREDIT AND RELATED SHORT-TERM BORROWINGS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
In November 1996, SEC authorization was received by Entergy Arkansas, Enterg Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy increasing short-term borrowing limits to
$235 million, $340 million, $225 million, $103 million, $35 million, and $140 million, respectively (for a total of
$1.078 billion). These authorizations are effective through November 30, 2001.
Of these companies, Entergy Louisiana and Entergy Mississippi had borrowings outstanding as of December 31, 1996. Entergy Louisiana and Entergy Mississippi had $31.1 million and $50.3 million, respectively, of borrowings outstanding under the money pool, an intra-system borrowing arrangement designed to reduce the domestic utility companies' dependence on external short-term borrowings. Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi had undrawn lines of credit as of December 31, 1996, of $25 million, $64.2 million, and $30 million, respectively.
In July 1995, Entergy Corporation received SEC authorization for a $300 million bank credit facility.
Thereafter, a three-year credit agreement was signed with a group of banks in October 1995 to provide up to $300 million of loans to Entergy Corporation. $230 million was drawn on this facility for the acquisition of CitiPower in January 1996 and was subsequently repaid throughout the course of the year. See Note 13 for a discussion of the acquisition. As of December 31, 1996, no amounts were outstanding against the facility. In January 1997, Entergy Corporation filed an amendment with the SEC to increase the authorization from $300 million to $500 million.
On September 13, 1996, Entergy Corporation and ETHC obtained a three-year $100 million bank line of credit that may be increased up to $300 million and can be drawn by either Entergy Corporation or ETHC (with a guarantee from Entergy Corporation). The proceeds are to be used exclusively for exempt telecommumiation investments. As of December 3 1, 1996, $20 million borrowed by Entergy Corporation was outstanding under this facility.
Other Entergy companies have SEC authorization to borrow through the money pool, from Entergy Corporation, and from commercial banks in the aggregate principal amounts up to $265 million, of which $88.4 million was outstanding as of December 31, 1996. Some of these borrowings are restricted as to use, and are secured by certain assets.
In total, Entergy had short-term commitments in the amount of $607.6 million as of December 31, 1996, of which $575.2 million was unused. The weighted-average interest rate on the outstanding borrowings as of December 31, 1996, and December 31, 1995, was 6.10% and 6.350/a, respectively. Commitment fees on the. lines of crdit for Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi are 0.125% of the undrawn amounts.
The commitment fees for Entergy Corporation's $300 million credit facility and ETHC's $100 million credit facility are currently 0. 17%, but can fluctuate depending on the senior debt ratings of the domestic utility companies. See Note 7 for a discussion of commitments for long-term financing arrangements.
- 143 -
NOTE 5.
PREFERRED, PREFERENCE, AND COMMON STOCK (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)
The number of shares, authorized and outstanding, and dollar value of prefrred and preference stock for Enteg, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as of December 31, 1996, and 1995 were:
sham Au"Asted Total
-d Onutemdhi DshrVahn 1996 1995 1996 1995 (vDem I Thmumds)
Ealwv Aam.. Pn*
md Stock
- Cummleti,
$100 per value:
4.32% Series 4.72% Series 4.56% Series 4.56% 1965 Series 6.08h Series 7.32% Series 7.80% Series 7.40% Series 7.88% Series Cumulativ, p*r value:
8.84% Series Cumuative, $0.01 per value:
$240 Series (a)
$1.96 Series (a)(b)
Total iho*ut minki fund 70,000 93,500 75,000 75,000 100,000 100,000 150,000 200,000 150,000 600,000 1,613,500 WAA sbldfg tmd:
Cumulativ% $100 per value:
8.52% Series 300,000 Cumulative, $25 per value:
9.92% Series 401,085 Total wth sinking fund 701,085 Fr Va-e ofPferred Stock wih Adding faid (d) 70,000 93,500 75,000 75,000 100,000 100,000 150,000 200,000 150,000 400,000 2000,000 600.000 4,013,500 350,000 561,085 911,085
$7,000 9,350 7,500 7,500 10,000 10,000 15,000 20,000 15,000 15,000
$116,350
$30,000 10,027
$40,027
$41,835
$7,000 9,350 7,500 7,500 10,000 10,000 15,000 20,000 15,000 10,000 50,000 15,000
$176,350
$35,000 14,027
$49,027
$51,476
-144-C.IP"Ce Per Shen as of Deerm/a31, 199.
$103.647 S107.000
$102.830
$102.500
$102.830
$103.170
$103.250
$102.800
$103.000
$104.260
$26.320
hhm and O 1995hi "199 1"55 CA dm PtPer TOWi Show 0sof DsrwVabn
- Dmshw31, 196 1595 196 pt7lm n ms lteft Stock CQmki,.kP midst per vdalu 70/Series(a) (b)
Pltad Smtck Auffmized 6,000,000, $100 Par valu omu:
WHOW woung tom 4.400/ Seim 4.50%/ Seines 4.40%- 1949 Seies 4.20% Seim 4.44% Series 5.00W Series 5.08% Series 4.52% Series 6.08% Series 7.56% Saies 8.52%l Series 9.96% Swrim TOai witlimt sinkig fund 8.80% Series 9.755/ Series 8.64% Series A4usWAeRate - A, 7.39% (c)
Aj4ugt Rate - B, 7.44%(c)
Tha with uang fnmd FdrVdw. ofVam c Slockuul PN&m~d Siockwif shaf An 6,000,000 6,000,000 51,173 5,830 1,655 9,745 14,804 10,993 26,845 10,564 32,829 350,000 500,00 350,000 1,364,438 184,595 140,000 180,000 270,000 774,595 51,173 5,830 1,655 9,745 14,804 10,993 26,845 10,564 32,829 350,000 500,000 350,000 1,364,438 204,495 19,543 168,000 192,000 292,500 876,538
$15,000, S150,000
-mmmm
$5,117 583 166 975 1,480 1,099 2,685 1,056 3,283 35,000 50,000 35,000
$136,444
$18,459 14,000 18,000 27,000
$77,459
$5,117 583 166 975 1,480 1,099 2,685 1,056 3,283 35,000 50,00 35,000
$136,444
$20,450 1,954 16,800 19,200 29,250
$87654
$214,475
$219,191
-I
- 145 -
$108.00
$105.00
$103.00
$102.82
$103.75
$104.25
$104.63
$I03.57
$103.34
$101.80
$102.43
$102.64
$100.00
$100.00
$101.00
$100.00
$100.00
A1961r9ed d Outstandin Edesm* Lemisma Pn~zm Stock Wiahme ddtg #Am&.
Cumulative, $100 per value:
4.96% Series 60,000 4.16% Series 70,000 4.44% Series 70,000 5.16% Series 75,000 5.40%/ Series 80,000 6.44% Series 80,000 7.84% Series 100,000 7.36% Series 100,000 8.56% Series CumiAkfive, $25 par value:
8.00% Series (b) 1,480,000 9.68% Series Total witkut sinkdng fund 2,115,000 W~I&kMbg tJ:M Cmumuative, $100 par value:
7.00% Saees (b) 500,000 8.&00% Series (b) 350,000 Cuomlative, $25 par value:
12.64% Series 300,000 Total with sinking fund 1,150,000 Fik Vha of P remd Stockwll w
k lmd (d)
Cunulatfive $100 par value:
4.36% Series 59,920 4.56% Series 43,888 4.92% Series 100,000 7.44% Series 100,000 8.36% Series (b) 200,000 9.16% Series 75,000 Total widtt sinking fund 578,808 Wft -hift And:
Cumulative, $100 par value:
9.76% Series 70,000 12.00% Series Total with sidk fund 70,000 Fair Vaii of Prdeed Stock with shihg tird (d) 60,000 70,000 70,000 75,000 80,000 80,000 100,000 100,000 100,000 1,480,000 2.000,000 4,215,000 500,000 350,000 600,370 1,450,370 59,920 43,888 100,000 100,000 200,000 75,000 578,808 140,000 27,700 167,700 Total DoelMVaie 199 1995 Dogan i, Thim&)
$6,000 7,000 7,000 7,500 8,000 8,000 10,000 10,000 37,000
$100,500
$50,000 35,000 7,500
$92,500
$93,825
$5,992 4,389 10,000 10,000 20,000 7,500
$57,881
$7,000
$7,000
$7,000
$6,000 7,000 7,000 7,500 8,000 8,000 10,000 10,000 10,000 CON Prim per slre m of Deam.a 31, 1996
$104.25
$104.21
$104.06
$104.18
$103.00
$102.92
$103.78
$103.36 37,000 50,000
$160,500
$50,000 35,000 15,009
$100,009
$103,135
$5,992 4,389 10,000 10,000 20,000 7,500
$57,881
$14,000 2,770
$16,770
$16,936
$26.58
$103.86
$107.00
$102.88
$102.81
$104.06
$100.00
-146-
hm's 19d Out1m 9
199699 E
vnk New Oteam Preferred Stock W~eut shl-t ird:
Quniaive, $100 per value:
4.75% Seres 77,798 43&/o Seies 60,000 5.5&/o Seies 60,000 Total wihoLt sinkg fund 197,796 77,798 60,00 197,796 ToWl DolwVau 1n96 1995 (Dolmi in Thamaub)
$7,780 6,000
$19,780
$7,780 6,000
$19,J780 Cd Pdce Per f2me -
of Decenmer31, 1996
$105.00
$104.58
$1QZ59 Suuikd'ies'r Pfe*ce Stock (a) 6o00000 0000 Subsiinets' Paned Stock:
Vwdmt sbdft fimd 5,869,5" VA&s g
imtbw2695,680, F** Vdau oflF umnce Stock amd SPlfened Stock tih sinking AMd (d) 3,405,693
$1$0,0o lo
$216,96
$55O,955
$253,460
$357,135
$390,738 (a)
The total dollar value represents the involuntary liquidation value of $25 per share.
(b)
These series are not redeemable as of December 31, 1996.
(c)
Represents weighted-average annualized rates for 1996.
(d)
Fair values were determined using bid prices reported by dealer markets and by nationally rognized investment banking firms. See Note 1 for additional disclosure of fair value of financial instruments.
Changes in the preferred stock, with and without sinking fund, preference stock, and common stock of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans during the last three years were:
1996 Preferred stock retirements Entergy Arkansas
$100 par value
$25 par value
$0.01 par value Entergy Gulf States
$100 par value Entergy Louisiana
$ 100 par value
$25 par value Entergy Mississippi
$100 par value Entergy New Orleans
$100 par value (50,000)
(560,000)
(2,000,000)
(101,943)
(100,000)
(2,300,370)
(97,700)
Number of Shames 1995 1994 (25,000)
(280,000)
(72,834)
(450,211)
(150,000)
(34,495)
(4:5,000)
(280,000)
(60,667)
(601,537)
(150,000)
(15,000)
- 147 -
Cash sinking fund requirements and mandatory redemptions for the next five years for preferred and preference stock, outstanding as of December 31, 1996, are:
Entergy Entergy Entergy Entergy Enterry Arkansas Gulf States Louisiana Mifisismj (In Thousands) 1997
$21,216
$4,500
$5,966
$3,750
$7,000 1998 14,225 4,500 5,966 3,759 1999 60,466 4,500 5,966 50,000 2000 160,466 4,500 155,966 2001 45,466 4,500 5,966 35,000 Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy Mississippi have the annual noncumulative option to redeem, at par, additional amounts of certain series of their outstanding preferred stock.
Entergy Corporation repurchased and retired (returned to authorized but unissued status) 1,230,000 shares of common stock at a cost of $30.7 million in 1994. There were no stock repurchases in 1995 or 1996.
Entergy Corporation from time to time reissues treasury shares to meet the requirements of the Stock Plan for Outside Directors (Directors' Plan), the Equity Ownership Plan of Enteigy Corporation and Subsidiaries (Equity Plan), and certain other stock benefit plans. Entergy Corporation repurchased in the market 2,805,000 shares of its common stock in 1994 at a cost of $88.8 million. The Directors' Plan awards nonemployee directors a portion of their compensation in the form of a fixed number of shares of Entergy Corporation common stock. Shares awarded under the Directors' Plan were 6,750, 9,251, and 18,757 during 1996, 1995, and 1994, respectively.
During 1996, Entergy Corporation issued 755,200 shares of its previously repurchased common stock, reducing the amount held as treasury stock by $22.2 million. Entergy Corporation issued these shares to meet the requirements of its various stock plans. In addition, Entergy Corporation received proceeds of $118 million from the issuance of 4,438,972 shares of common stock under its new dividend reinvestment and stock purchase plan during 1996.
The Equity Plan grants stock options, equity awards, and incentive awards to key employees of the domestic utility companies. The costs of awards are charged to income over the period of the grant or restricted period, as appropriate. Amounts charged to compensation expense in 1996 were immaterial. Stock options, which comprise 50% of the shares targeted for distribution under the Equity Plan, are granted at exercise prices not less than market value on the date of grant. The options are generally exercisable no less than six months nor more than 10 years after the date of grant.
Entergy sponsors the Employee Stock Ownership Plan of Entergy Corporation and Subsidiaries (ESOP) and the Savings Plan of Entergy Corporation and Subsidiaries (Savings Plan). Both plans are defined contribution plans covering eligible employees of Entergy and its subsidiaries who have completed certain service requirements.
Entergy's subsidiaries' contributions to the ESOP and the Savings Plan, and any income thereon, are invested in shares of Entergy Corporation common stock. The allowed contributions to the ESOP are accrued based on the expected utilization of additional investment tax credits in the applicable Federal income tax return of Entergy and its subsidiaries, and on expected voluntary participant contributions. Entergy's subsidiaries contributed $22.8 million to the ESOP for the year ended December 31, 1995. There were no contributions in the years ended December 31, 1996 and 1994.
The Savings Plan provides that the employing Entergy subsidiary may make matching contributions to the plan in an amount equal to 50 percent of the participant's basic contribution. In 1996, 1995, and 1994, Entergy's subsidiaries contributed $13.2 million, $13.2 million, and $11.7 million, respectively, to the Entergy Savings Plan.
- 148-
Etergy Gulf States sponsors the Gulf States Utilities Company Employee Stock Ownership Plan (GSU ESOP) and the Gulf States Uilities Company Employees, Thrift Plan (GSU Thrift Plan), which are both defined contribution plans. T11 GSU ESOP is available to all Entergy Gulf States employees, pre-Merger Entergy Gulf States employees and post-Merger employees of Entergy Operations, whose primary work location is River Bend, upon completion of certain eligibility requirements. All contributions to the plan are invested in shares of Entergy Cop o
common stock.
Entergy Gulf States makes contributions to the GSU ESOP based on expected utilization of additional investment tax credits in the Entergy Gulf States Federal tax return and on expected participants' contributions. No additional contributions were made to the GSU ESOP during 1996, 1995, and 1994.
The GSU Thrift Plan is available to certain Entergy Operations employees whose primary work location is River Bend. Entergy Gulf States makes matching contributions to the GSU Thrift Plan equal to 50 percent of a participant's basic contribution which may be invested, at the participant's discretion, in shares of Entergy Corporation common stock.
Entergy Gulf States' contributions to the GSU Thrift Plan for the years ended December 31, 1996, 1995, and 1994 were $.3 million, $1.1 million, and $3.9 million, respectively.
Entergy applies APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options. Accordingly, no compensation cost is required to be recognized for the stock options described above until such options are exercised because the exercise prices are not less than market value on the date of grant. The impact on Entergy's net income and earnings per share would have been immaterial had compensation cost for the stock options been determined based on the fair value at the grant dates for awards under the option plans consistent with the method prescribed by SFAS 123.
In applying the disclosure provisions of SFAS 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with expected stock price volatility of 18%, 24%, and 19% in 1996, 1995, and 1994, respectively, and additional assumptions for each of those years as follows: risk-frie interest rates of 6%, expected lives of 10 years, and dividends of $1.80 per share.
Nonstatutory stock option transactions are summarized as follows:
1996 1995 1994 Average Average Average Number Option Number Option Number Option of Options Price of Options Price of Options Price Begnmmg-of-year balance 457,909
$25.98 170,409
$34.86 102,909
$33.46 Options granted 82,500 29.38 315,000 21.39 67,500 37.00 Options exercised (7,500) 23.38 (12,500) 23.38 Options expiring mused (5,000) 35.88 (15,000) 32.75 End-of-year balance 527,909
$ 26.45 457,909
$25.98 170,409
$ 34.86 Options exercisable at year-end 277,909 207,909 170,409 Weighted-average fair value of options granted 2.67 5.48 2.45
-149-
The following table summarizes information about stock options outstanding as of December 31, 1996:
Range of Exercise Prices
$20-S30
$30 - $40
$20-$40 As of 12/31/96 404,302 123,607 527,909 Options Outstanding Weighted-Avg Remaining Contractual A*
Life-Yrs.
8.2 6.6 7.8 Options Exercisable Teighted vg. Exercise Price
$23.51
$36.09
$26.45
-.As of 12/31/96 154,302 123,607 277,909 To meet the rquirements of the Employee Stock Investment Plan (ESIP), Entergy Corporation is authorized to issue or acquire, through March 31, 1997, up to 2,000,000 shares of its common stock to be held as treasury shares. Under the ESIP, employees may be granted the opportunity to purchase (for up to 10% of their regular annual salary, but not more than $25,000) common stock at 85% of the market value on the first or last business day of the plan year, whichever is lower. Through this program, employees purchased 247,122 and 329,863 shares for the 1995 and 1994 plan years, respectively. The 1996 plan year runs from April 1, 1996, to March 31, 1997. In February 1997, Entergy received authority from the SEC to extend the ESIP for an additional period of three years ending on March 31, 2000. Under the extended plan, Entergy Corporation may issue either treasury shares or previously authorized but unissued shares.
-150-Weighted Avg. Exercise Price
$27.77
$36.09
$31.47
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES Entergy Arkansas Capital I (Trust) was established as a financing subsidiary of Entergy Arkansas for the purpose of issuing common and preferred securities. On August 14, 1996, the Trust issued $60 million in aggregate liquidation preference amount of 8.5% Cumulative Quarterly Income Preferred Securities (Prefered Securities) in a public offering and $1.9 million of common securities to Entergy Arkansas. The Trust used the proceeds from the sale of the Preferred Securities and the common securities to purchase from Entergy Arkansas 8.5% junior subordinated deferrable interest debentures in the amount of $61.9 million (Debentures). The Debentures held by th Trust are its only asset and the Trust will use interest payments received on the Debentures to make cash distributions on the Preferred Securities.
The Preferred Securities of the Trust, as well as the Debentures, mature on September 30, 2045.
The Preferred Securities are redeemable, however, at the option of Entergy Arkansas beginning in 2001 at 100% of their principal amount, or earlier under certain limited circumstances, including the loss of the tax deduction arising out of the interest paid on the Debentures. Entergy Arkansas has, pursuant to certain agreements taken together, fully and unconditionally guaranteed payment of distributions on the Preferred Securities. Entergy Arkansas is the owner of all of the common securities of the Trust, which constitute 3% of the Trust's total capital.
(Entergy Louisiana)
Entergy Louisiana Capital I (Trust) was established as a financing subsidiary of Entergy Louisiana for the purpose of issuing common and preferred securities. On July 16, 1996, the Trust issued $70 million in aggregate liquidation preference amount of 9% Cumulative Quarterly Income Preferred Securities (Preferred Securities) in a public offering and $2.2 million of common securities to Entergy Louisiana. The Trust used the proceeds from the sale of the Preferred Securities and the common securities to purchase from Entergy Louisiana 9% junior subordinated deferrable interest debentures in the amount of $72.2 million (Debentures). The Debentures held by the Trust are its only asset and the Trust will use interest payments received on the Debentures to make cash distributions on the Preferred Securities.
The Preferred Securities of the Trust, as well as the Debentures, mature on September 30, 2045. The Preferred Securities are redeemable, however, at the option of Entergy Louisiana beginning in 2001 at 100% of their principal amount, or earlier under certain limited circumstances, including the loss of the tax deduction arising out of the interest paid on the Debentures. Entergy Louisiana has, pursuant to certain agreements taken together, fully and Unconditionally guaranteed payment of distributions on the Preferred Securities. Entergy Louisiana is the owner of all of the common securities of the Trust, which constitute 3% of the Trust's total capital.
(F.atergy Gulf States)
Entergy Gulf States Capital I (Trust) was established as a financing subsidiary of Entergy Gulf States for the purpose of issuing common and preferred securities. On January 28, 1997, the Trust issued $85 million in aggregate liquidation preference amount of 8.75% Cumulative Quarterly Income Preferred Securities (preferred Securities) in a public offering and $2.6 million of common securities to Entergy Gulf States. The Trust used the proceeds from the sale of the Preferred Securities and the common securities to purchase from Entergy Gulf States 8.75% junior subordinated deferrable interest debentures in the amount of $87.6 million (Debentures). The Debentures held by the Trust are its only asset and the Trust will use interest payments received on the Debentures to make cash distributions on the Preferred Securities.
The Preferred Securities of the Trust, as weln as the Debentures, mature on March 31, 2046. The Preferred Securities are redeemable, however, at the option of Entergy Gulf States beginning in 2002 at 100% of their principal amount, or earlier under certain limited circumstances, including the loss of the tax deduction arising out of the interest paid on the Debentures. Entergy Gulf States has, pursuant to certain agreements taken together, fully and
-151-NOTE 6.
Unconditionally guaranteed payment of distributions on the Preferred Securities. Entergy Gulf States is the owner of all of the common secuntes of the Trust, which constitute 3% of the Trust's total capital.
NOTE 7.
LONG - TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
The long-term debt of Entergy Corporation's subsidiaries, Entergy Arkansas, Entergy Gulf States, Enterqy Louisiana, Entergy Mississippi, Entey New Orleans, and System Energy, as of December 31, 1996, was:
Fmm To Fmm To FirmMxlpeam 1997 1999 5.375/
11.375%
2000 20O4 6.000%,
8U250 2005 2009 6.650%
7.500%
2010 2019 9.750%
2020 2026 7.000%
10.000%
CARBamb 1997 1999 6.950%
11.2%
2000 20M3 6.625%
M800%
GmvumtdaO1,*dka (a) 1997 2008 5.900%
10.000%
2009 2026 5.950%
9.875%
Dcbmhme 1997 2000 7.38W0 9.720%
La*-TanDOE GIbigakiQ (I, 9)
Wua*aid 3 L e
eOhiam V6u / (Note 10)
(kmd oGUfY.
bi
(
7.0Me (,*e 10)
I.3 tCmk viabkranl due 1998 C!w Credait Lr, av, rate &831%0ie 2000 Odtr LaW-TamDebt Umanmrm 1 Pram nd D txtu
-Net Total La-TdmDebt Le A cmnt Due We dOn Year Lwg-Tam1Ebt1wdiwAmxt Due Wibin One Yew Far Vah*edLWf-Tam Db (b)
Fztav SM7,000 1,355,270 325,000 75,000 1,031,648 96,000 525,000 108,267 1,551,235
.175,000 117,270 353,600 496,480 65,000 921,553 83,411 (30,310)
Edav M
E BM spt=m Arn QfSWm Laija bqffn Nwouw pawa (InThmmk)
$45,000
$321,000
$69,000 180,000 608,750 361,520 215,000 110,000 75,000 376,648 450,000 205,000
$12,000
$240,000 205,000 96,000 355,000 170,000 49,655 45,875 11,837 240,700.
435,735 412,170 100,000 900 46,030 416,600 75,000 117,270 353,600 496,480 9,938 1
7,936,424 1,287,853 2,076,211 1,407,.0 495,069 180,888 1,421869 345,620 32,465 160,865 34,275 96,015 12,000 10,000
$7,590,804
$1,255,388 S1,915,346
$1,373,233
$399,054
$168,888
$1,418,869
$7,087,027
$1,160,377 $,142,389
$1,104,891
$503,461
$175,566
$982,423
-152-Eta
The long-term debt of Entergy Corporation's subsidiaries, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, EnterU New Orleans, and System Energy, as of December 31, 1995, was:
S"T,^
Tn Arkmms Gulf SUAN LaYbm _,issaii
_ewfle 1*
Frt MdtVV Bcnk 1996 1999 2O0 2O04 20O5 20O9 2010 2014 2015 2019 2020 2024 G&R Bonds 1996 1999 2000 2023 5s%
6%
6.25%
11.375%
9.75%
7%
10.5%
9.75%
11.375%
11.375%
10.375%
6.95%
11.2%
6.625%
8.8%
GovrmwCatu bitcsu (a) 1996 1998 5.9%
10%
2009 2023 5.95%
12.50%
1996 1998 9.72%
2000 7.38%
Lw.-Tem DOE Cbligatim (Note 9)
Watwfard 3 Lesse Obiptiu 8.76% (Mere 10)
Grad GWlf Lease Obligatim 7.02% Q'ke 10)
Lim c Cera t
e, due 1998 OdthLor
-Tem Debt tlwiwrtized Preatiu mlDis o
- Net Total LcqI-Term Debt Lss Amout Due Within OneYeor Lob.Tam Debt Exckdii Am td Due "Wifhin Ow Year Fair Vakue of ULx-Tem Debt (b)
$1,064,410 1,282,320 355,319 50,000 95,000 1,008,818 152,000 485,000 110,868 1,551,235 150,000 30,000 111,536 353,600 500,000 65,000 9,156 (2 AMl'%~
$75,160 180,800 215,000 75,000 373,818
$445,000 670,000 120,000
$104,000 361,520 syan
$35,O00
$35,250
$370,000 70,000 20,319 50,000 20,000 450,000 185,000 122,000 30,000 355,000 130,000 51,495 46,30o 12,158 240,700 435,735 412,170 915 46,030 150,000 111,536 416,600 30,000 353,600 500,000 9,156 (8.017)
(3.526)
(1,002)
(7,002) 7,335,774 1,309,903 2,320,896 1,420,431 555,419 194,208 1,469,917 558,650 28,700 145,425 35,260 61,015 38,250 250,000
$6,777,124 $1,281;203
$2,175,471 $1,385,171
$494,404
$155,958 $1,219,917
$6,666,420 $1,213,511 $2,416,932 41,136,246 S594,365 S198,785 $1,041,581 (a)
Consists of pollution control bonds, certain series of which are secured by non-interest bearing first mortgage bonds.
(b)
The fair value excludes lease obligations, long-term DOE obligations, and other long-term debt and includes debt due within one year. Itis determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. See Note 1 for additional information on disclosure of fair value of financial insruments.
- 153 -
T^
Ir-r-
Vmt nLMMU=)
The annual long-term debt maturities (excluding lease obligations) and annual cash sinking fund reqirements for debt outstanding as of December 31, 1996, for the next five years follow:
Entergy Entergy Entergy Entergy Entergy System Enterav(a)
Arkansas(b)
Gulf States(c)
Louisiana(d)
MississiDni New Orleans Energv (In Thousands) 1997
$345,620
$32,465
$160,865
$34,275
$96,015
$12,000
$10,000 1998 311,720 15,510 190,890 35,300 20 70,000 1999 233,198 1,025 71,915 238 20 160,000 2000 1,098,988 1,245 945 100,225 20 75,000 2001 279,210 1,535 123,725 18,925 25 135,000 (a)
Not included are other sinking fund requirements of approximately $17.5 million annually which may be satisfied by cash or by certification of property additions at the rate of 167% of such requirements.
(b)
Not included are other sinking fund requirements of approximately $0.62 million annually which may be satisfied by cash or by certification of property additions at the rate of 167% of such requirements.
(c)
Not included are other sinking fiud requirements of approximately $12.8 million annually which may be satisfied by cash or by certification of property additions at the rate of 167% of such requirements.
(d)
Not included are other sinking fund requirements of approximately $4.15 million annually which may be satisfied by cash or by certification of property additions at the rate of 167% of such requirements.
Entergy Gulf States has two outstanding series of pollution control bonds collateralized by irrevocable letters of credit, which are scheduled to expire before the scheduled maturity of the bonds.
The letter of credit collateralizing the $28.4 million variable rate series, due December 1, 2015, expires in September 1999 and the letter of credit collateralizing the $20 million variable rate series, due April 1, 2016, expires in February 1999.
An Entergy subsidiary signed an agreement with several banks on January 5, 1996, to obtain a revolving credit facility in the aggregate amount of 1.2 billion Australian dollars (870 million US dollars) for the acquisition of CitiPower. The faclity was partially drawn down on the same date, bears interest at an average annual rate of 8.046%. and is non-recourse to Entergy. This facility is collateralized by all of CitiPower's assets. Borrowings have maturities of 30 to 180 days, and are continuously renewable for 30 to 180 day periods at the subsidiary's option until the facility matures on June 30, 2000, unless certain events occur which would cause the maturity date to be extended to a date no later than December 31, 2000. The subsidiary intends to renew obligations incurred under the agreement for a period extending beyond one year from the balance-sheet date. As part of the CitiPower acquisition, Entergy Corporation provided credit support, in the form of a bank letter of credit and other agreements, totaling approximately $70 million, which was subsequently released in January 1997.
The subsidiary entered into several interest rate swaps to reduce the impact of interest rate changes on its debt related to the CitiPower acquisition. The interest rate swap agreements which hedge this debt involve the exchange of fixed and floating rate: interest payments periodically over the life of the agreements without the exchange of the underlying principal amounts. Market risks arise from the movements in interest rates. If the counterparties to an interest rate swap agreement were to default on contractual payments, the subsidiary could be exposed to increased costs related to replacing the original agreement. However, the subsidiary does not anticipate nonperformance by any counterparty to any interest rate swap in effect at December 31, 1996. At December 31, 1996, this subsidiary was a party to a notional amount of $900 million Australian dollars of interest rate swaps with maturity dates ranging from February 1999 to December 2000.
-154-
Entergy Power UK plc, an Entergy subsidiary, executed a credit facility with several banks on December 17, 1996, to obtain credit fawilities in the aggregate amount of approximately 1.25 billion British Pounds (2.1 billion US dollars). Proceeds of this facility, which is in three tranches, have been used, together with $392 million of cash provided by Entergy, to fund the acquisition of London Electricity plc and are available to replace London Electricity plc's currently outstanding short-term credit lines and to provide working capital for London Electricity pil.
No borrowings were outstanding under this credit facility at December 31, 1996. The credit facility is non-recourse to Entergy and is collateralized by the assets of Entergy Power UK plc, consisting of all shares of London Electricity pic owned by it. The maturity dates of the various tranches of the credit facility range from December 17, 1998 to December 17, 2001. The interest rate on these facilities is the London Interbank Offered Rate plus up to 1.50%
depending on the capitalization ratio of Entergy Power UK plc and its subsidiaries.
Under Entergy Mississippi's G&R Mortgage, G&R Bonds are issuable based upon 70% of bondable property additions, based upon 50% of accumulated deferred Grand Gulf 1 related costs, based upon the retirement of certain bonds previously outstanding, or based upon the deposit of cash with the trustee. Entergy Mississippi's G&R Mortgage prohibits the issuance of additional first mortgage bonds (including for refiunding purposes) under Entergy Mississippi's first mortgage indenture, except such first mortgage bonds as may hereafter be issued form time to time at Entergy Mississippi's option to the corporate trustee under the G&R Mortgage to provide additional security for Entergy Mississippi's G&R Bonds.
Under Entergy New Orleans' G&R Mortgage, G&R Bonds are issuable based upon 70% of bondable property additions or based upon 50% of accumulated deferred Grand Gulf l-related costs. The G&R Mortgage precludes the issuance of any additional bonds based upon property additions if the total amount of outstanding Rate Recovery Mortgage Bonds issued on the basis of the uncollected balance of deferred Grand Gulf 1-related -costs exceeds 66 2/3% of the balance of such deferred costs. As of December 31, 1996, Entergy New Orleans had no outstanding Rate Recovery Mortgage Bonds.
NOTE 8.
DIVIDEND RESTRICTIONS - (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
Provisions within the Articles of Incorporation or pertinent indentures and various other agreements related to the Iong-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. Detailed below are the restricted retained earnings unavailable for distribution to Entergy Corporation by subsidiary.
Restricted Earnines (in millions)
Entergy Arkansas
$ 291.3 Entergy Gulf States Entergy Louisiana Entergy Mississippi 135.7 Entergy New Orleans 4.0 System Energy 6.7 During 1996, cash dividends paid to Entergy Corporation by its subsidiaries totaled $554.2 million. In February 1997, Entergy Corporation received common stock dividend payments from its subsidiaries totaling $66.9 million.
-155-
COMMITMENTS AND CONTINGENCIES Caiun - River Bend f(Ba Corporation and Entergy Gulf States)
Entrgy Gulf States and Cajun, respectively, own 70% and 30% undivided interests in River Bend (operated by Eatergy Gulf States), and 42% and 58% undivided interests in Big Cajun 2, Unit 3 (operated by Cajun). These relationships have spawned a number of long-standing disputes and claims between the parties. An agreement setting forth terms for the resolution of all such disputes has been reached by Entergy Gulf States, the Cajun bankruptcy trustee, and the RUS, and approved by the United States District Court for the Middle District of Louisiana (District Court) on August 26, 1996 (Cajun Settlement). On September 6, 1996, the Committee of Unsecured Creditors in the Cajun bankruptcy proceeding filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit (Fifth Circuit), objecting that the order approving the Cajun Settlement was separate firon the approval of a plan of reorganization and, therefore, improper. The Cajun Settlement is subject to this appeal and. approvals by the appropriate regulatory agencies. Entergy Gulf States expects to make filings with FERC and the SEC seeking approval for the transfer of certain Cajun transmission assets to Entergy Gulf States. Management believes that it is probable that the Cajun Settlement will ultimately be approved and consummated.
The Cajun Settlement resolves Cajun's civil action against Entergy Gulf States, in, which Cajun sought to rescind or terminate the Joint Ownership Participation and Operating Agreement (Operating Agreement) entered into on August 28, 1979, relating to River Bend. In that suit, Cajun also sought to recover its alleged $1.6 billion investment in the unit plus attorneys' fees, interest, and costs. A trial on the portion of the suit by Cajun to rescind the Operating Agreement was completed in March 1995.
On October 24, 1995, the District Court issued a memoranmdum opinion rejecting Cajun's fraud claims and denying rescission. An appeal to the Fifth Circuit by the Cajun bankruptcy trustee was stayed pending the Court's trial of the breach of contract phase of the case. The Cajun Settlement resolves both the issues on appeal and the breach of contract claims, which have not been tried.
In 1992, two member cooperatives of Cajun brought an additional independent action to declare the Operating Agreement null and void, based upon Entergy Gulf States' failure to get prior LPSC approval which was alleged to be necessary. Prior to its bankruptcy proceedings, Cajun intervened as a plaintiff in this action. Entergy Gulf States believes the suits are without merit and believes Cajun's claim is mooted by the Cajun Settlement.
The Cajun Settlement, agreed to in principle on April 26, 1996, by Entergy Gulf* States, the Cajun bankruptcy trustee, and the RUS, Cajun's largest creditor, was approved by the District Court on August 26, 1996.
The terms include, but are not limited to, the following: (i) Cajun's interest in River Bend will be turned over to the RUS, which will have the option to retain the interest, sell it to a third party, or transfer it to Entergy Gulf States at no cost; (ii) Cajun will set aside a total of $125 million for its share of the decommissioning costs of River Bend; (iii)
Cajun will transfer certain transmission assets to Entergy Gulf States; (iv) Cajun will settle transmission disputes and be released from claims for payment under transmission arrangements with Entergy Gulf States as discussed under "Cajun - Transmission Service" below; (v) all flnds paid by Entergy Gulf States into the registry of the District Court will be returned to Entergy Gulf States; (vi) Cajun will be released from its unpaid past, present; and future liability for River Bend costs and expenses; and (vii) all litigation between Cajun and Entergy Gulf States will be dismissed. Based on the District Court's approval of the Cajun Settlement, the litigation accrual established in 1994 for possible losses associated with the Cajun-River Bend litigation was reversed in September 1996.
Cajun has not paid its full share of capital costs, operating and maintenance expenses, and other costs for repairs and improvements to River Bend since 1992. In view of Cajun's failure to fund its share of River Bend related operating, maintenance, and capital costs, Entergy Gulf States has (i) credited Entergy Gulf States' share of expenses for Big Cajun 2, Unit 3 against amounts due from Cajun to Entergy Gulf States, and (ii) sought to market Cajun's share of power from River Bend and apply proceeds to the amounts due from Cajun to Entergy Gulf States.
As a result, on November 2, 1994, Cajun discontinued supplying Entergy Gulf States with its share of power from Big Cajun 2, Unit 3. Entergy Gulf States requested an order from the District Court requiring Cajun to supply Entergy Gulf States with this energy and allowing Entergy Gulf States to credit amounts due to Cajun for Big
-156-NOTE 9.
Cajun 2, Unit 3 energy against amounts Cajun owed to Entergy Gulf States for River Bend. In December 1994, by means of a preliminary injunction, the District Court ordered Cajun to supply Entergy Gulf States with its share of energy from Big Cajun 2, Unit 3 and ordered Enterg Gulf States tomake payments for its share of Big Cajun 2, Unit 3 xpemes to the registry of te District Court. In October 1995, the Fifth Circuit affirmed the District Court's preliminary injunctim As of December 31, 1996, $70.4 million had been paid by Entergy Gulf States into the registry of the District Court. Cajun's unpaid portion of River Bend operating and maintenance expenses (including nuclear fuel) and capital costs for 1996 was approximately $55 million. The cumulative cost to Ftrgy Gulf States resulting from Cajun's failure to pay its full share of River Bend-related costs, reduced by the proceeds from the sale by Entergy Gulf States of Cajun's share of River Bend power and payments into the registry of the District Court for Entergy Gulf States' portion of expenses for Big Cajun 2, Unit -3, was $4.9 million as of December 31, 1996.
Cajun's unpaid portion of the River Bend-related costs is reflected in long-term receivables with an offsetting reserve in other de-frred credits. As discussed above, the Cajun Settlement will conclude all disputes regarding the no payment by Cajun of operating and maintenance expenses. Cajun continues to pay its share of decommissioning costs for River Bend.
On December 21, 1994, Cajun filed a petition in the United States Bankruptcy Court for the Middle District of Louisiana seeking relief under Chapter 11 of the Bankruptcy Code. In its bankruptcy proceedings, Cajun filed a motion on January 10, 1995, to reject the Operating Agreement as a burdensome executory contract. Entergy Gulf States responded on January 10, 1995, with a memorandum opposing Cajun's motion. As discussed above, this matter will be ended as a result of the Cajun Settlement. Proponents of all of the plans of reorganization submitted to the Bankruptcy Court have incorporated the Cajun Settlement as an integral condition to the effectiveness of their plan. The timing and completion of the reorganization plan depends on Bankruptcy Court approval and any required regulatory approvals. The Bankruptcy Court has approved proposals by three groups seeking to acquire the non nuclear assets of Cajun and has signed an order that establishes rules for how Cajun's creditors will vote on the three plans. On December 16, 1996, the Bankruptcy Court began hearings on the balloting and the plan that will be adopted.
Caiun - Transmission Service (Entergy Corporation and Entergy Gulf States)
Entergy Gulf States and Cajun are parties to FERC proceedings relating to transmission service charge disputes. In April 1992, FERC issued a final order in these disputes. In May 1992, Entergy Gulf States and Cajun filed motions for rehearings on certain portions of the order, which are still pending at FERC. In June 1992, Entergy Gulf States filed a petition for review in the United States Court of Appeals for the District of Columbia Circuit regarding certain of the other issues decided by FERC. In August 1993, the Court of Appeals rendered an opinion reversing FERC's order regarding the portion of such disputes relating to the calculations of certain credits and equalization charges under Entergy Gulf States' service schedules with Cajun. The opinion remanded the issues to FERC for further proceedings consistent with its opinion. In February 1995, FERC eliminated an issue from the remand that Entergy Gulf States believes the Court of Appeals directed FERC to reconsider. In orders issued on August 3, 1995, and October 2, 1995, FERC affirmed an April 1995 ruling by an AIJ in the remanded portion of Entergy Gulf States' and Cajun's ongoing transmission service charge disputes before FERC. Both Entergy Gulf States and Cajun have petitioned for appeal. The Court of Appeals has stayed the appellate proceeding pending implementation of the Cajun Settlement (see Caiun - River Bend above, for a further discussion of the Cajun Settlement).
Under Entergy Gulf States' interpretation of a 1992 FERC order, as modified by FERC's orders issued on August 3, 1995, and October 2, 1995, and as agreed to by the Cajun bankruptcy trustee, Cajun would owe Entergy Gulf States approximately $70.2 million as of December 31, 1996. Entergy Gulf States further estimates that if it were to prevail in its May 1992 motion for rehearing and on certain other issues decided adversely to Entrgy Gulf States in the February 1995, August 1995, and October 1995 FERC orders, which Entergy Gulf States has appealed, Cajun would owe Entergy Gulf States approximately $157.3 million as of December 31, 1996. If Cajun were to prevail in its May 1992 motion for rehearing to FERC, and if Entergy Gulf States were not to prevail in its May 1992 motion for rehearing to FERC, and if Cajun were to prevail in appealing FERC's August and October 1995
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orders, Entergy Gulf Stat estimates it would owe Cajun approximately $110.9 million as of December 31, 1996.
The above amounts are exchusive of a $7.3 million payment by Cajun on December 31, 1990, which the parties agreed to apply to the disputed transmission service charges. Pending FERC's ruling on the May 1992 motions for rehearing, Etergy Gulf States has continued to bill Cajun utilizing the historical billing methodology and has recorded underpaid transmission charges, including interest, in the amount of $144 million as of December 31, 1996.
This amount is reflected in long-term receivables with an offsettirg reserv in other deferred credits. FERC has determined that the collection of the pre-petition debt of Cajun is an issue properly decided in the bankruptcy proceeding. Refer to "Caiun - River Bend" above for a discussion of the Cajun Settlement.
Caital Requirements and Financing (Eutergy: Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
Construction expenditures (excluding nuclear fuel) for the domestic utility companies and System Entergy for the years 1997, 1998, and 1999 are estimated to total, $510 million, $547 million, and $565 million, respectively.
Entergy will also require $986 million during the period 1997-1999 to meet long-term debt and preferred stock maturities and cah sinking fund nReurcments. Entey plans to meet the above requirements primarily with internally generated funds and cash on hand, supplemented by the issuance of debt and. company-obligated mandatorily redeemable preferred securities and the use of outstanding credit facilities. Certain domestic utility companies and System Energy may also continue with the acquisition or refinancing of all or a portion of certain outstanding series of prceferd stock and long-term debt. See Notes 5, 6, and 7 for furthe information.
Grand Gulf 1-Related Agreements Capital Funds Agreement (Entergy Corporation and System Energy)
Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy's equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt), and (ii) permit the continued comnnercial operation of Grand Gulf 1 and pay in full all indebtedness for borrowed money of System Energy when due under any circumstances. In addition, under supplements to the Capital Funds Agrement assigning System Energy's rights as security for specific debt of System Energy, Entegy Corporation has agreed to make cash capital contributions to enable System Energy to make payments on such debt when due.
System Energy has entered into various agreements with Entery Arkansas, Entery Louisiana, Entergy Mississippi, and Entergy New Orleans whereby they are obligated to purchase their respective entitlements of capacity and energy from System Energy's 90% ownership and leasehold interest in Grand Gulf 1, and to make payments that, together with other available funds, are adequate to cover System Energy's operating expenses.
System Energy would have to secure funds from other sources, including Entergy Corporation's obligations under the Capital Funds Agrenent, to cover any shortfalls from payments received firm Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under these agreements.
Unit Power Sales Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
System Energy has agreed to sell all of its 90% owned and leased share of capacity and energy from Grand Gulf I to Enterg Arkansas, Entergy Louisiana, Entergy Mississippi, ajn* Entergy New Orleans in accordance with specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14/% Entergy Mississippi-33% and Entergy Now Orleans-17%) as ordered by FERC. Charges under this agreement are paid in consideration for the purchasing companies' respective entitlement to receive capacity and energy and are payable irrespective of the, quantity of energy delivered so long as the-unit remains in conmcial. operation. The agreement will remain in effect until terminated by the parties and approved by FERC, most likely upon Grand Gulf l's retirement from service. Monthly obligations for payments, including the rate increase which was placed into effect in December 1995, subject to
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refund, under the agreement are approximately $21 million, $8 million, $19 million, and $10 million for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, respectively.
Availability Agreement (Enter Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans are individually obligated to make payments or subordinated advances to System Energy in accordance with stated percentages (Entergy Arkansas-17. 10, Entergy Louisiana-26.9 0, Entergy Mississippi-31.30, and Entergy New Orleans-24.7%)
in amounts that when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of System Energy's operating expeWes as defined, including an amount sufficient to amortize Grand Gulf 2 over 27 years. (See Reallocation Agreement terms below.) System Energy has assigned its rights to payments and advances to certain creditors as security for certain obligations.
Since commercial operation of Grand'Gulf 1, payments under the Unit Power Sales Agreement have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments.
Reallocation Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas' responsibilities and obligations with respect to Grand Gulf under the Availability Agreement. FERC's decision allocating a portion of Grand Gulf 1 capacity and energy to Entergy Arkansas supersedes the Reallocation Agreement as it relates to Grand Gulf 1. Responsibility for any Grand Gulf 2 amortization amounts has been individually allocated (Entergy Louisiana-26.23 0, Entergy Mississippi-43.97%, and Entergy New Orleans-29.80%)
under the terms of the Reallocation Agreement. However, the Reallocation Agreement does not affect Entergy Arkansas' obligation to System Energy's lenders under the assignments referred to in the preceding paragraph.
Entergy Arkansas would be liable for its share of such amounts if E Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet their cotractual obligations. No payments of any amortization anmonts will be required as long as amounts paid to System Fnegy under the Unit Power Sales Agreement, including other funds available to System Energy, exceed amounts required under the Availability Agreement, which is expected to be the case for the foreseeable future.
Reimbursement Agreement (System Energy)
In December 1988, System Energy entered into two entirely separate, but identical, arrangements for the sales and leasebacks of an approximate aggregate 11.5% ownership interest in Grand Gulf I (see Note 10). In connection with the equity funding of the sale. and leaseback arrangements, letters of credit are required to be maintained to secure certain amounts payable for the benefit of the equity investors by System Energy under the leases. The current letters of credit are effective until January 15, 2000.
Under the provisions of a bank letter of credit reimbursement agreement, System Energy has agreed to a number of covenants relating to the maintenance of certain capitalization and fixed charge coverage ratios. System Energy agreed, during the term of the reimbursement agreement, to maintain its equity at not less than 33% of its adjusted capitalization (defined in the reimbursement agreement to include certain amounts not included in capitalization for financial statement purposes). In addition, System Energy must maintain, with respect to each
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fiscal quarter during the term of the reimbursement agreement, a ratio of adjusted net income to interest expese (calculated, in each case, as specified in the reimbursement agreement) of at least 1.60 times eamings. As of December 31, 1996, System Energy's equity approximated 34.79% of its adjusted capitalization, and its fixed charge coverage ratio was 2.25.
Fuel Purchase Aw'eements (Entergy Arkansas and Entergy Mississippi)
EAtergy Arkansas has lang-term contracts with mines in the State of Wyoming for the supply of low-sulfur coal for the White Bluff Steam Electric Generating Station and Independence (which is 25% owned by Eneg Mississippi). These contracts, which expire in 2002 and 2011, provide for approximately 85% of Entergy Arkansas' expected annual coal requirements. Additional requirements are satisfied by annual spot market purchases.
(Entery Gulf States)
Entergy Gulf States has a contract for a supply of low-sulfur Wyoming coal for Nelson Unit 6, which should be sufficient to satisfy the fuel requirements at Nelson Unit 6 through 2010. Cajun has advised Entergy GulfStates that Cajun has contracts that should provide an adequate supply of coal until 1999 for the operation of Big Cajun 2, Unit 3.
Entergy Gulf States has long-term gas contracts, which will satisfy approximately 50% of its annual requirements. Such contracts generally require Entergy Gulf States to purchase in the range of 20% of expected total gas needs. Additional gas requirements are satisfied under less expensive short-term contracts. Entergy Gulf States has a transportation service agreement with a gas supplier that provides flexible natural gas service to the Sabine and Lewis Creek generating stations. This service is provided by the supplier's pipeline and salt dome gas storage facility, which has a present capacity of 12.7 billion cubic feet of natural gas.
(Entergy Louisiana)
In June 1992, Entergy Louisiana agreed to a renegotiated 20-year natural gas supply contract. Entergy Louisiana agreed to purchase natural gas in annual amounts equal to approximately one-third of its projected annual fuel requirements for cmtin generating units. Annual demand charge associated with this contract are estimated to be $8.6 million through 1997, and a total of $116.6 million for the years 1998 through 2012. Entergy Louisiana recovers the cost of fuel consumed during the generation of electricity through its fuel adjustment clause.
Sales Areements/Power Purchases (Entergy Gulf States)
In 1988, Entergy Gulf States entered into a joint venture with a primary term of 20 years with Conoco, Inc.,
Citgo Petroleum Corporation, and Vista Chemical Company (Industrial Participants) whereby Entergy Gulf States' Nelson Units I and 2 were sold to a partnership (NISCO) consisting of the Industrial Participants and Entergy Gulf States. The Industrial Participants supply the fuel for the units, while Entergy Gulf States operates the units at the discretion of the Industrial Participants and purchases the electricity produced by the units. Entergy Gulf States is continuing to sell electricity to the Industrial Participants. For the years ended December 31, 1996,1995, and 1994, the purchases by Entergy Gulf States of electricity from the joint venture totaled $62.0 million, $58.5 million, and
$59.4 million, respectively.
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(Entergy Louisiana)
Engy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility. During 1996, 1995, and 1994, Entergy Louisiana made payments under the contract of approximately $56.3 million, $55.7 million, and $56.3 million, respectively. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $54 million in 1997, and a total of $3.5 billion for the years 1998 through 2031.
Entergy Louisiana recovers the costs of purchased energy through its fuel adjustment clause.
System Fuels (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans have interests in System Fuels of 350,Y 33%, 19%, and 13%, respectively. The parent companies of System Fuels agreed to make loans to System Fuels to finance its fuel procurement, delivery, and storage activities. As of December 31, 1996, FEnergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans had, respectively, approximately $11 million, $14.2 million, $5.5 million, and $3.3 million in loans outstanding to System Fuels which mature in 2008.
In addition, System Fuels entered into a revolving credit agreement with a bank that provides $45 million in borrowings to finance System Fuels' nuclear materials and services inventory. Should System Fuels default on its obligations under its credit agreement, Entergy Arkansas, Entergy Louisiana, and System Energy have agreed to purchase nuclear materials and services financed under the agreement.
Nucler Insurane (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississip, Entergy New Orleans, and SystemEnergy)
The Price-Anderson Act limits public liability for a single nuclear incident to approximately $8.92 billion.
Protection for this liability is provided through a combination of private insurance (currently $200 million each for Entergy Arkansas, Entergy Gulf States, Etergy Louisiana, and System Energy) and an industry assessment program. Under the assessment program, the maximum payment requirement for each nuclear incident would be
$79.3 million per reactor, payable at a rate of $10 million per licensed reactor per incident per year. Entergy has five licensed reactors. As a co-licensee of Grand Gulf I with System Energy, SMEPA would share 10% of this obligation. With respect to River Bend, any assessments pertaining to this program are allocated in accordance with the respective ownership interests of Entergy Gulf States and Cajun. In addition, each owner/licensee of Entergy's five nuclear units participates in a private insurance program which provides coverage for worker tort claims filed for bodily injury caused by radiation exposure. The program provides for a maximum assessment of approximately
$16 million for the five nuclear units in the event losses exceed accumulated reserve fimds.
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy are also members of certain insurance programs that provide coverage for property damage, including deco ation and premature decommissioning expense, to members' nuclear generating plants. As of December 31, 1996, Entergy Arkansas, Entergy Gulf States, Eatergy Louisiana, and System Energy each was insured against such losses up to $2.75 billion.
In addition, Entergy Arkansas, Entergy Gulf States, Eutergy Louisiana, Entergy Mississippi, and Entergy New Orleans are members of an insurance program that covers certain replacement power and business interruption costs incurred due to prolonged nuclear unit outages.
Under the property damage and replacement power/business interruption insurance programs, these Entergy subsidiaries could be subject to assessments if losses exceed the accumulated funds available to the insurers. As of December 31, 1996, the maximum amounts of such possible assessments were: Entergy Arkansas - $31.1 million; Entergy Gulf States - $11.5 million; Entergy Louisiana
$24.8 million; Entergy Mississippi - $0.7 million; Entergy New Orleans - $0.4 million; and System Energy - $21.3 million. Under its agreement with System Energy, SMEPA would share in System Energy's obligation. Cajun has no share of Entergy Gulf States' obligation.
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The amount of property insurance maintained for each Entergy nuclear unit exceeds the NRC's minimum requirement for nuclear power plant licensees of $1.06 billion per site. NRC regulations provide that the proceeds of this insurance must be used, first, to place and maintain the reactor in a safe and stable condition and, second, to complete i"on operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.
Spent Nuclear Fuel and Decommissioning Costs (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy)
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy provide for estimated future disposal costs for spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Fntergy companies entered into contracts with the DOE, whereby the DOE will funish disposal service at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a onetime fee for generation prior to that date. Entergy Arkansas, the only Entergy company *at generated electricity wah nuclear fuel prior to that date, elected to pay the onetime fee plus accrued interest, no earlier than 1998, and has recorded a liability as of December 31, 1996, of approximately $117 million for generation subsequent to 1983. The fees payable to the DOE may be adjusted in the future to assure full recovery. Entergy considers all costs incurred or to be incurre,, except accrued interest, for the disposal of spent nuclear fuel to be proper components of nuclear fuel expense, and provisions to recover such costs have been or will be made in applications to regulatory authorities.
Delays have occurred in the DOE's program for the acceptance and disposal.of spent nuclear fuel at a permanent repository. In a statement released February 17, 1993, the DOE asserted that it does not have a legal obligation to accept spent nuclear fuel without an operational repository for which it has not yet arranged. Entergy Operations and System Fuels joined in lawsuits against the DOE, seeking clarification of the DOE's responsibility to receive spent nuclear fuel beginning in 1998. The original suits, filed June 20, 1994, asked for a rulin stating that the Nuclear Waste Policy Act requires the DOE to begin taking title to the spent fuel and to start removing it from nuclear power plants in 1998, a mandate for the DOE's nuclear waste management program to begin accepting fuel in 1998 and court monitoring of the program, and the potential for escrow of payments to a nuclear waste find instead of directly to the DOE. Argument in the case before a three-judge panel of the U.S. Court of Appeals. was made on Janmary 17, 1996. On July 23, 1996, the court reversed the DOE's interpretation of the 1998 obligation and unanimously ruled that the Nuclear Waste Policy Act creates an unconditional obligation to begin acceptance of spent fuel by 1998, but did not make a ruling on the remedies.
On December 17,, 1996, the DOE notifiedcontract holders that it anticipates itwill not be ableto begin such acceptance until after that date. Subsequently, on Janumy 31, 1997, Entergy Operations and a coalition of 36 electric utilities and 46 state agencies filed lawsuits to suspend payments to the Nuclear Waste Fund. The lawsuits ask the court to (i) find that the December 17, 1996 DOE letter demonstrates breach of contract, on the part of the DOE; (ii) order utilities to place the Nuclear Waste Fund payments in an escrow account and not provide the funds to the DOE until it fulfills its obligation, (iii) prevent the DOE firom taking adverse action against utilities that withhold payments; and (iv) order the DOE to submit a plan to the court describing how the agency intends to fulfill its obligation on an ongoing basis.
In the meantime, all Entergy companies are responsible for their spent fuel storage. Current on-site spent fuel storage capacity at River Bend, Waterford 3, and Grand Gulf 1 is estimated to be sufficient until 2003, 2000, and 2004, respectively. Thereafter, the affected companies will provide additional storage. Current on-site spent fuel storage capacity at ANO is estimated to be sufficient until 2000. An ANO storage facility using dry casks. began operation in 1996.. This facility way be expanded further as required. The initial cost of providing the additional on-site spent fuel storage capability required at ANO, River Bend, Waterford 3, and Grand Gulf I is expected to be approximately $5 million to $10 million per unit. In addition, about $3 million to $5 million per unit will be required every two to three years subsequent to 2000 for ANO and every*four to five years subsequent to 2003, 2000, and
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2004 for River Bend, Waterford 3, and Grand Gulf 1, respectively, until the DOE's repository or storage facility begins acceptng such units' spent fuel.
Total decommissioning costs at December 31, 1996, for the Entergy nuclear power plants, excluding co owner shares, have been estimated as follows:
Total Esimated (In lMRS)
ANO 1 and ANO 2 (based on a 1994 intm update to the 1992 cast study) 806.3 River Bend (based on a 1996 cast study reflecting 1996 doilars) 293.3 Waterfxd 3 (based on a 1994 updated study in 1993 dollars) 320.1 Grand Gulf I (based on a 1994 cost study using 1993 dollars) 365.9 1,785.6 Entergy Arkansas and Entergy Louisiana are authorized to recover in rates amounts that, when added to estimated investment income, should be sufficient to meet the above estimated decommissioning costs for ANO and Waterford 3, respectively. In the Texas retail jurisdiction, Entergy Gulf States is recovering in-rates River Bend decm mini costs (based on the 1991 cost study that totaled $267.8 million) that, with adjustments, total. $204.9 million. In the Louisiana retail jurisdiction, Entergy Gulf States is currently recovering in rates deconmmissining costs (based on a 1985 cost study) which total$141 million. Entergy Gulf States included decommissioning costs (based on the 1991 study) in the LPSC rate review filed in May 1995. In October 1996, the LPSC approved Entergy Gulf States rates that include decommissioning costs based on the 1991 study. The October 1996 LPSC order has been appealed and the decommissioning costs based on the 1991 study have not yet been implemented. Entergy Gulf States included decommissioning costs, based on the 1996 study, in the LPSC rate. review filed in May 1996 and in the PUCT rate-review filed in November 1996. Those reviews are still ongoing. System Energy was previously recovering in rates amounts sufficient to flnd $198 million (in 1989 dollars) of its Grand Gulf I decoumnissioning costs. System Energy included decommissoning costs (based on the 1994 study) in its rate increase filing with FERC. Rates requested in this proceeding were placed into effect in December 1995, subject to refimd. FERC has not yet issued an order in the System Energy rate case. Eutergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy periodically review and update estimated decommissioning costs. Although Entergy is presently underecovering for Grand Gulf and River Bend based on the above estimates, applications are periodically made to the appropriate regulatory authorities to reflect in rates any future change in projected deconmmissioning costs.; The amounts recovered in rates are deposited in trust funds and:reported at market value as quoted on nationally traded markets or as determined by widely used pricing services. These trust fund assets largely offset the accumulated decommissioning liability that is recorded as accumulated depreciation for Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana, and as other deferred credits for System Energy.
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The cumulative liabilities and actual decommissioning expenses recorded in 1996 by Entergy were as follows:
Cumulative 1996 Cumulative Liabilities as of 1996 Trust Decommissioning Liabilities as of December 31, 1995 Earninus EXoenses December 31. 1996 (In Millions)
ANO I and ANO 2 169.0 11.5 20.1
$ 200.6 River Bend 31.7 1.5 6.0 39.2 Waterford 3 37.4 2.8 8.8 49.0 Grand Gulf 1 39.4 2.3 19.0 60.7 277.5 18.1 53.9
$ 349.5 In 1995 and 1994, ANO's decommissioning expense was $17.7 million, and $12.2 million, respectively, River Bend's decommissioning expense was $8.1 million and $3.0 million, respectively, Waterford 3's decommissioning expense was $7.5 million and $4.8 million, respectively; and Grand Gulf l's decommissioning expense was $5.4 million and $5.2 million, respectively. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.
Management believes that actual decommissioning costs are hlkely to be higher than the estimated amounts presented above.
The SEC has questioned certain of the financial accounting practices of the electric utility industry regarding the recognition, measurement, and classification of decommissioning costs for nuclear plants in the financial statements of electric utilities. In response to these questions, the FASB has been reviewing the accounting for decommissioning and has expanded the scope of its review to include liabilities related to the closure and removal of all long-lived assets. An exposure draft of the proposed SFAS (which proposed a 1997 effective date) was issued in February 1996. The proposed SFAS would require measurement and recognition of the liability for closure and removal of long-lived assets (including decommissioning). based on the amount of discounted future cash flows related to closure and removal costs at the time the liability was initially incurred. Those future cash flows should be determined by estimating current costs for closure and removal and adjusting for inflation, efficiencies that may be gained from experience with similar activities, and consideration of reasonable future advances in technology.:
The initial liability would be offset by an asset that should be presented with other plant costs on the financial statements because the cost of decommissioning/closing the plant would be recognized as part of the total cost of the plant asset. Changes in the decommissioning/closure cost liability resulting from changes in assumptions would be recognizpd with a corresponding adjustment to the plant asset, and depreciation revised prospectively.
Additional increases to the liability would be recognized to reflect the increase in the discounted cash flows resulting from the passage of time. Such increases would be offset by a regulatory asset, to the extent such costs are deemed probable of future recovery.
After receiving comments on the exposure draft, the FASB has decided that the effective date for the proposed SFAS will be later than 1997, although a final effective date has not yet been announced. The FASB is expected to issue an additional document on this issue in the second quarter of 1997, although it has not yet been decided if that document will be in the form of a final accounting standard or a revised exposure draft. If current electric utility industry accounting practices with respect to nuclear decommissioning and other closure costs are changed, annual provisions for such costs could increase, the estimated cost for decommissioning/closure could be recorded as a liability rather than as accumulated depreciation, and trust fund income fiom decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense.
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The EPAct has a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning of the DOE's past uranium enrichment operations. The cotaminaio and decommissioning assessments are being used to set up a fund into which contributions fron utilities and the federal government wi be placed. Fatergy Arkansas, Entergy Gulf States, Enter Louisiana, and System Energy's annual assessments, which will be adjusted annually for inflation, are approximately $3.6 million, $0.9 million, $1.4 million, and $1.5 million (in 1996 dollars), respectively, for approximately 15 years. At December 31, 1996, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy had recorded liabilities of $36.4 million, $6.3 million, $13.8 million, and $13.6 million, respectively, for deconmination and decommissioning fees in other current liabilities and other noncurrent liabilities, and these liabilities were offset in the consolidated financial statements by regulatory assets.
FERC requires that utilities treat these assessments as costs of fuel as they are amortized and are recovered through rates in the same manner as other fuel costs.
ANO Matters (Entergy Corporation and Entergy Arkansas)
Cracks in certain steam generator tubes at ANO 2 were discovered and repaired during an outage in March 1992.
Further inspections and repairs were conducted at subsequent refueling and mid-cycle outages, including the most recent forced outage in November 1996. ANO 2's output has been reduced by 23 MW due to steam generator fouling and tube plugging. The unit may be approaching the current limit for the number of steam generator tubes that can be plugged with the unit in operation. If the established limit is reached during a future outage, Entergy Operations could be required to insert sleeves in steam generator tubes that were previously plugged.
On October 25, 1996, Entergy Corporation's Board of Directors authorized Entergy Operations to negotiate a contract, with appropriate cancellation provisions, for the fabrication and replacement of the steam generators at ANO 2. Entergy estimates the cost of fabrication and replacement of the steam generators to be approximately $150 million. A letter of intent for the fabrication has been signed by Entergy Operations, which includes a commitmmt for not more than $3.2 million, and a contract is expected to be entered into in 1997. If a formal contract to purchase the steam generators is not canceled, the steam generators will be installed during a planned refueling outage in 2000.
Entergy Operations periodically meets with the NRC to discuss the results of inspections of the steam generator tubes, as well as the timing of future inspections.
Environmental Issues (Entergy Arkansas)
In May 1995, Entergy Arkansas was named as a defendant in a suit by Reynolds Metals Company (Reynolds), seeking to recover a share of the costs associated with the clean-up of hazardous substances at a site south of Arkadelphia, Arkansas. Reynolds alleges that it has spent $11.2 million to clean-up the site, and that the site was contaminated in part with PCBs for which Entergy Arkansas bears some responsibility. Entergy Arkansas, voluntarily, at its expense, has already completed remediation at a nearby substation site and believes that it has no liability for contamination at the site that is subject to the Reynolds suit and is contesting the lawsuit. An August 1997 trial date has been tentatively scheduled. Regardless of the outcome, Entergy Arkansas does not believe this matter would have a materially adverse effect on its financial condition or results of operations.
(Entergy Gulf States)
Entergy Gulf States has been designated as a PRP for the clean-up of certain hazardous waste disposal sites.
Entergy Gulf States is currently negotiating with the EPA and state authorities regarding the clean-up of these sites.
Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Gulf States and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Gulf States premises. While the amounts at issue in the clean-up efforts and suits may be substantial, Entergy Gulf States believes that its results of operations and financial condition will not be materially adversely affected by the outcome of the suits. As of December 31, 1996, a remaining recorded liability of $21.4 million existed relating to the clean-up of seven sites at which Entergy Gulf States has been designated a PRP.
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(Entergy Louisiana)
During 1993, the LDEQ issued new rules for solid waste regulation, including regulation of wastewater imtpoundmnts. Entergy Louisiana has determined that certain of its power plant wastewater impoundments were affected by these regulations and has chosen to upgrade or close thm As a result, a remaining recorded liability in the amount of $6.7 million existed at December 31, 1996, for wastewater upgrades and closures to be completed in 1997. Cumulative expenditures relating to the upgrades and closures of wastewater impoundments were $7.1 million as of December 31, 1996.
City Franchise Ordinances (Entergy New Orleam)
Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to City franchise ordinances that state, among other things, the City has a continuing option to purchase Entergy New Orleans' electric and gas utility properiies.
Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans)
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans are defendants in numerous lawsuits described below that have been filed by former employees asserting that they were wrongfully terminated and/or discriminated against due to age, race, and/or sex. Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans are vigorously defending these suits and deny any liability to the plaintiffi. However, no assurance can be given as to the outcome of these cases.
(Entergy Corporation and Entergy Arkansas)
Entergy Corporation and Entergy Arkansas are defendants in five suits filed in federal court on behalf of approximately 62 plaintiffs who claim they were illegally terminated from their jobs due to discrimination on the basis of age or race. One of these suits seeks class certification. A trial date is scheduled in March 1997 for one suit comprised of approximately 29 plaintiffs, and a trial date is scheduled in May 1997 for another suit comprised of approximately 18 plaintiffs. Trial dates have not been set in the other suits.
(Entergy Corporation and Entergy Gulf States)
Entergy Corporation and Entergy Gulf States are defendants in a lawsuit involving approximately 176 plaintiffs filed in state court in Texas by former employees who claim that they lost their jobs as a result of the Merger. The plaintiffs in these cases have asserted various claims, including discrimination on the basis of age, race, and/or sex. The court has preliminarily ruled that each plaintiff's claim should be tried separately. The first case is scheduled for trial in June 1997.
(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)
Entergy Corporation, Entergy Gulf States and Entergy Louisiana are defendants in a suit filed in federal court in Louisiana by approximately 39 plaintiffs who claim, among other things, they were wrongfully discharged from their employment on the basis of their age. No trial date has been set for this case.
(Entergy Louisiana and Entergy New Orleans)
Entergy Louisiana and Entergy New Orleans are defendants in a.suit filed in state court in Louisiana by 110 plaintiffs who seek to certify a class on behalf of all employees who allegedly were terminated or required to resign
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on the basis of age. The court has set a hearing for certification of the class for March 13, 1997; no trial date has been set. Entergy Louisiana and/or Entergy New Orleans also are defendants in approximately 27 other suits filed in federal or state court by plaintiffs who claim they were wrongfully discharged on the basis of age, race, or sex.
Financial Instrunmts In accordance with the debt covenants included in the financing provisions of the CitiPower acquisition, CitiPower must hedge at least 80% of its energy purchases. CitiPower's current strategy is to hedge approximately 100% of its forecasted energy purchases through contracts entered into with certain generators. These contracts mature through the year 2000.
NOTE 10.
LEASES General As of December 31, 1996, Entergy had capital leases and noncancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the sale and leaseback transactions) with minimum lease payments as follows:
Year 1997 1998 1999 2000 2001 Years tlwreater Yhamldeafkr Mbinnium leas paymeet Lass: Amount Present value of net mmmm lease paymeats Ate ate u
Alkasi Gulf States (hIn Thusands) 27,312 10,953 12,475 27,294 10,953 12,475 27,268 10,953 12,475 25,530 9,646 12,049 23,400 9,646 11,623 99,877 52,209 47,418 230,681 104,360 108,515 83,741 45,151 36,104
$ 146,940 59,209 72,411
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Operti-LMM 1997 1998 1999 2000 2001 Years thereafter Mmkunlease -WYmXm Ente EnteA Yefr Ete IArk Gulf Sta Li.
(In ThouMkd) 56,232 23,248 8,040 5,383 55,358 20,999 11,867 4,778 52,060 19,104 11,865 4,382 47,125 17,136 11,354 3,925 43,505 17,219 11,355 504 211,238 29,495 67,816 2,210
$ 465,518
$ 127,201
$ 122,297 21,182 Rental expense for Entergy's leases (excluding nuclear fuel leases and the sale and leaseback transactions) amounted to approximately $59.7 million, $61.1 million, and $64.8 million in 1996, 1995, and 1994, respectively.
These amounts include $26.0 million, $26.0 million, and $26.4 million, respectively, for Entergy Arkansas, $11.8 million, $13.0 million, and $15.3 million, respectively for Entergy Gulf States, and $13.7 million, $13.6 million, and
$12.1 million, respectively, for Entergy Louisiana.
Nuclear Fuel Leases Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each has arrangements to lease nuclear fuel in an aggregate amount up to $385 million as of December 31, 1996. The lessors finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes. These agreements are subject to annual renewal with, in Entergy Louisiana's and Entergy Gulf States' case, the consent of the lenders. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy have been extended and now have termination dates of December 1999, December 1999, January 2000, and February 2000, respectively. The debt securities issued pursuant to these fuel lease arrangements have varying maturities through January 31, 1999. It is expected that the credit agreements will be extended or alternative financing will be secured by each lessor upon the maturity of the current arrangements.. If extensions or alternative financing cannot be arranged, the lessee in each case must purchase sufficient nuclear fuel to allow the lessor to retire such borrowings.
Lease payments are based on nuclear fuel use. Nuclear fuel lease expense charged to operations by the domestic utility companies in 1996, 1995, and 1994 was $158.5 million (including interest of $21.7 million), $153.5 million (including interest of $22.1 million), and $163.4 million (including interest of $27.3 million), respectively.
Specifically, in 1996, 1995, and 1994 Entergy Arkansas' expense was $53.9 million, $46.8 million, and $56.2 million (including interest of $7.1 million, $6.7 million, and $7.5 million), respectively; Entergy Gulf States' expense was $27.1 million, $41.4 million, and $37.2 million (including interest of $4.2 million, $6.0 million, and $8.7 million), respectively; Entergy Louisiana's expense was $39.8 million, $30.8 million, and $32.2 million (including interest of $4.9 million, $3.7 million, and $4.3 million), respectively; System Energy's expense was $37.7 million,
$34.5 million, and $37.8 million (including interest of $5.5 million, $5.7 million, and $6.8 million), respectively.
Sale and Leaseback Transactions Waterford 3 Lease Obligations (Entergy Louisiana)
On September 28, 1989, Entergy Louisiana entered into three transactions for the sale (for an aggregate cash consideration of $353.6 million) and leaseback of three undivided portions of its 100% ownership interest in Waterford 3.
The three undivided interests in Waterford 3 sold and leased back exclude certain transmission,
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pollution control, and other facilities that are part of Waterford 3. The interests sold and leased back are equivalent on an aggregate cost basis to approximately a 9.3% undivided interest in Waterford 3. Entergy Louisiana is leasing back the interests on a-net lease basis over an approximate 28-year basic lease term. Entergy Louisiana has options to terminate the lease and to repurchase the interests in Waterford 3 at certain intervals during the basic lease term.
Further, at the end of the basic lease term, Entergy Louisiana has an option to renew the lease or to repurchase the undivided interests in Waterford 3.
Interests were acquired from Entergy Louisiana with funds obtained from the issuance and sale by the purchasers of intermediateAerm and long-tenm secured lease obligation bonds. The lease payments to be made by Entergy Louisiana will be sufficientto service such debt.
Entergy Louisiana did not exercise its option to repurchase the undivided interests in Waterford 3 in September 1994. As a result, Entergy Louisiana was required to provide collateral for the equity portion of certain amounts payable by Entergy Louisiana under the leases. Such collateral was in the form of a new series of non interest-bearing first mortgage bonds in the aggregate principal amount of $208.2 million issued by Entergy Louisiana in September 1994.
Upon the occurrence of certain adverse events (including lease nents of default, events of loss, deemed loss events or certain adverse "Financial Events" with respect to Entergy Louisiana), Entergy Louisiana may be obligated to pay amounts sufficient to permit the tennination of the lease transactions and may be required to assume the outstanding indebtedness issued to finance the acquisition of the undivided interests in Waterford 3.
"Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure periods, to maintain (1) as of the end of any fiscal quarter, total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (2) in respect of the 12-month period ending on the last day of any fiscal quarter, a fixed charge coverage ratio of at least 1.50. As of December 31, 1996, Entergy Louisiana's total equity capital (including preferred stock) was 46.9% of adjusted capitalization and its fixed charge coverage ratio was 3.18.
As of December 31, 1996, Entergy Louisiana had fiture. minimum lease payments (reflecting an overall implicit rate of 8.76%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows (in thousands):
1997 39,805 1998 41,447 1999 50,530 2000 47,510 2001 46,015 Years thereafter 582,689 Total 807'996 Less: Amount representing interest 454,396 Present value of net minimum lease payments
$ 353,600 Grand Gulf 1 Lease Obligations (System Energy)
On December 28, 1988, System Energy entered into two arrangements for the sale and leaseback of an aggregate 11.5% undivided ownership interest in Grand Gulf I for an aggregate cash consideration of $500 million.
System Energy is leasing back the undivided interest on a net lease basis over a 26 1/2-year basic lease term. System Energy has options to terminate the leases and to repurchase the undivided interest in Grand Gulf 1 at certain intervals during the basic lease term. Further, at the end of the basic lease term, System Energy has an option to renew the leases or to repurchase the undivided interest in Grand Gulf 1. See Note 9 with respect to certain other terms of the transactions.
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In accordance with SFAS 98, "Accounting for Leases," due to "continuing involvemiet" by System Energy, the sale and leaseback arrangements of the undivided portions of Grand Gulf 1, as described above are requird to be reflected for financial reporting purposes as financing transactions in System Energy's finanal statements. The amounts charged to expense for financial reporting purposes include the interest portion of the lease obligations and depreciation of the plant. However, operating revenues include the recovery of the lease payments because the transactious are accounted for as sales and leasebacks for raw-making purposes.
The total of interest and depreciation expense exceeds the corresponding revenues realized during the earlyzpart of the lease term. Consistt with a rcmmendation contained in a FERC audit report, System Energy recorded as a deferred asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording such difference as a deferred asset on an ongoing basis. The amount of this deferred asset was $93.2 million and
$85.8 million as of December 31, 1996, and 1995, respectively.
As of December 31, 1996, System Energy had future minimum lease payments (reflectirg an implicit rate of 7.02%), which are recorded as long-term debt as fillows (in thousands):
1997 42,753 1998 42,753 1999 42,753 2000 42,753 2001 46,803 Years thereafter 713,264 Total 931,079 Less: Amount representing interest 434,599 Present value of net minimum lease payments.
$ 496,480 NOTE 11.
POSTRETIREMENT BENEFITS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
Pension Plan Entergy has two postrtirement benefit plans, "Entergy Corporation Retirement Plan for Non-Bargaining Employees" and "Entergy Corporation Retirement Plan for Bargaining Employees", covering substantially all of its employees.
The pension plans are noncontributory and provide pension benefits that are based on employees' credited service and compensation during the final years before retirement. Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirmenut Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed income securities, interest in a money market fund, and insurance contracts. Prior to January 1, 1995, all of Entergy's non-bargaining employees were generally included in a plan sponsored by the Entergy company where they were employed. However, Entergy New Orleans was a participating employer in a plan sponsored by Entergy Louisiana. Effective January 1, 1995, these employees became participants in a new plan with provisions substantially identical to their previous plan.
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Total 1996, 1995, and -1994 pension cast of Enterg Corporation and its subsidiaries, including amounts capitalizd, included the following components (in thousands):
servim codt - benefi earned Intres codt on projected benefit obligation Actual return on Plan assets Not amotiztion andi deferral Net pension cast (inconle) 1995 sriecost - beneft earned duingtret asonProece benefit obliation Actual return on plan assets Not au rtztion and deferral Net pension cost (lconw) 1994 Servce cost - benefit earned duinagfthperiod Interest cost on projected beneflit obligation Actual return on plan assets Net anxxtiation and delferral Other Net sonst
$3.1,584 "8,303 (163,520) 71 %nA Eiateg ThftVg AMbwGlfSae
$7,605
$5,852
$4,684 24,540 (41,183) 20,952 (47,416)19-732 15,735 (41,219)
$2,157 9,462 (17,767) 6.382 Systan
$1,147 -$2,658 2,973 (1,826) 88 2,645 (4,146) 526
$367
$4,977
($S1,880
($487)
$234
$2,382
$1,68 Bderg Fmtergy Fitergy Enterg Entergy Systemn F~W Arkansas Guft"M
$29,282
$7,76
$6,686
$4,143
$2,152
$19,158
$2Z260 80,794 24,372, 21,099 15,111 9,240 2,680 2,23 (261,864)
(71,807)
(82,624)
(53,348)
(30,443)
(1,614)
(8,827) 1178,345 47,766 53,921 34,902 20,081 64 5,510 L$26,557
$8,117
($919).
$808
$1,030
$2,288
$1,173 Entergy Enterg Enttrg EAterg Fitergy Systan
$35,712
$8,854
-$9.,497
$5,441,
$2,484
$1,50.2
$2,619 77,943 22,651 21,335 14,473 8,648 2,740 2,148 10,381 365 6,785 2,024 1,507 498 (96,893)
(24,474)
(39,405)
(19,981)
(11,843)
(970)
(3,535) 17,963 17,963
$516
$7,396
$16,175
$1,957
$796
$3,272
$1,730
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TUCe finded status of Entergy's various pension plans as of December 31, 1996, and 1995 was (in thousands):
Aitlwipalrt vah~ ci Planausse at fair value Plmianasts mcinL emsso (I dmn) pqcdbeci kecoyid net Ios 4pk)
Adumia psat valu of A~natebenefitodipton, Plan wases at fair valu Planassets i mes o Qes tUn) "
Wbenfi Urecoffizedtmsiin)s Unoie netIoss (p
$1,027,3M7 4,775 Eftau aftu Thtru Fitcr Lsftm S296,181 1,345
$W201~~
748
$193,183 6Y7
$117,142 154
-YA EME
$34,466
$25,195 29 655 1,03Z02 297,526 287,949 193,880 117,296 34,495 25,850 1,359,614 374,849 397,749 2S2,470 150,616 22017 43,943 1,19W,2 338,30 315,781 217,711 129,S78 41,511 38,401 162,689 36,542 81,96 64,759 21,038 (19,494) 5,342 36,131 14,882 11,964 5,911 4,894 1,965 1,100 (39,504)
(11,679).
(9,5MY (14,037)
(6,25)
(767)
(5,291)
(180,525)
(55,536)
(132,832)
(61,130)
(2,769) 9,897 (4,502)
S($15,791)
C^48450)
(S4,497)
-($4,089
($8,399)
($3,151)
$98,50
$29358
$256173
$192,697
$116,851
$44,324,
$23,692 4,555.
1,342 792 705 147 29 640 994,064 299,700 256,965 193,402 116,998 44,353 24,332 1,224,594 337,929 374,010 245,521 140,513 18,658 41,951 1,156,831 341,946 289,666 218,715 129,180 51,699 36,491 67,763 (4,017) 84,34 26806 11,333 (33,041) 5,460 35,946 15,042 12,021 6,469 4,883 2,24 1,180 (46,856)
(14,015)
(11,97)
(14845)
(7.502)
(96)
(5,887 (AD,618):
(23,545)
(135,30)
CA8060)
(13,832) 2Z751 (3j074)
~ (S2"55)
(S$5,75)
($1 1,630 M$,118)
($A09
=$,31)
The significant actuarial assumptions used in computing the information above for 1996, 1995, and 1994 were as follows: weighted-average discount rate, 7.75% for 1996, 7.5% for 1995, and 8.5% for 1994, weigte average rate of increase in future compensation levels, 4.6% for 1996 and 1995, and 5. 1% for 1994; and expected long-term. rate of return on plan assets, 9.0% for 1996, and 8.5% for 1995 and 1994. Transition assets of Entergy are being amortized over the greater of the remaining service period of active participants or 15 year.
In 1994, Entergy Gulf States recorded an $18.0 million charge related to early retirement programs in connection with the Merger, of which $15.2 million was expensed.
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Ot*er PoltgtreMdt Benefits Entergy also provides certain health care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while still working for Entergy.
Efctive January 1, 1993, Entergy adopted SFAS 106 which required a change from a cash method to an accnral method of accounting for postretirement benefits other than pensions.
Entergy Arkansas and Entergy Lmwsiana continue to fund these benefits on a pay-as-you-go basis. Entergy Gulf States continues to flnd a portion of these benefits regulated by the. LPSC and FERC on a pay-as-you-go basis. During 1994, pursuant to regulatory diretives, Entrgy Mississippi and Entergy New Orleans began to fimd their postretireient benefit obligations. In 1996, Entergy Gulf States and System Energy began to fond their postrettrenmet benefit obligations pursuant to 1995 regulatory directives issued by the PUCT and FERC, respectively. System Energy is fonding on behalf of Entergy Operations those postretremant beneft associated with Grand Gulf 1. The assets of the various postrebrement benefit plans other than pensions include common stocks, fixed income securities, and a money market fund. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million and $128 million for Enterg (other than Entergy Gulf States) and for Entergy Gulf States, respectively. Such obligations are being amortized over a 20-year period beginning in 1993.
The domestic utility cmpanes have sought approval, in their respective regulatory jurisdictions, to implement the appropriate accounting requirements related to SFAS 106 for ratemakig purposes. Entergy Arkansas has received an order permitting deferral, as a regulatory asset, of the difference between its annual cash expenditures for postrefiremn benefits other than pensions and the SFAS 106 accrual, for up to a five-year period January 1, 1993. Botergy Mississippi is expensing its SFAS 106 costs, which are reflected in rates pursuant to an order from the MPSC in connection with Entergy Mississippi's formulary incentive rate plan (see Note 2). The LPSC ordered FAeg Gulf States and Entergy Louisiana to continue the use of the pay-as-you-go method for ratemaking purposes for postretirement benefits other tihan pensions, but the LPSC retains the flexibility to examine individual companies' accounting for postretirement benefits to determine if special exceptions to this order are warranted. Etergy New Orleans is expensing its SFAS 106 costs. Pursuant to resolutions adopted in November 1993 by the Council related to the Merger, Entergy New Orleans' SFAS 106 expenses through October 31, 1996, were allowed by the Council for purposes of evaluating the appropriateness of Entergy New Orleans' rates. Pursuant to the PUCT's May 26, 1995, amended order, Entergy Gulf States is currently collecting its SFAS 106 costs in rates.
Total 1996, 1995, and 1994 postretirement benefit cost of Entergy Corporation and its subsidiaries, including amounts capitalized and deferred, included the following components (in thousands):
1996 Entergy Entergy Entergy Entergy Entergy Entergy Arks Gulf States Louisian Mississippi New Orleans Service cost - benefits earned during the period
$14,351
$3,128
$3,476
$2,155
$1,081
$661 Interest cost on APBO 26,133 5,580 8,164 4,283 2,171 3,085 Actual return on plan assets (1,654)
(388)
(479)
(681)
Net amortization and deferral 14,214 3,397 5,370 2,694 1,458 1,977 Net postretirement benefit cost
$53,044
$12,105
$16,622
$9,132
$4,231
$5,042
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Service cost - benefits earned during the perd Interest cost co APBO Actual return on plan assets Net amortizatio and deferral Net postretiremet benefit cost 1994 Service cost - benefits earned durng the perid Interest cost on APBO Net amortizaio and &defral Net pos iment bnefit cost Gulf Stateo
$10,797
$2,777 25,629 (759) 11.023 5,398 2.702
$1,864
$2,047 8,526 4,215
$46,690
$10,877
$14,867
$8,383
$3,621
$5,270 Erwy
- Ente, Entergy Enter
- Enter, Entey Adwmas Gulf States Louisi Mana ili New
$11,863
$3,080
$2,169
$2,433
.$876
$813 23,312 5,510 6,449 4,422 1,833 3,502 9,891 3,833 2,832 3,066 1,122 2,569
$45,066
$12,423
$11,450
$9,921
$3,831
$6,884 Fmtercry AARm Entergy NOW Oreans
$650 EnteiV The funded status of Entergy's postretirement plans as of December 31, 1996, and 1995, was (in tusands):.
Acmid Fs,tlhm=
of*acomiwd O&Wfu*d~kpwmpmm Odwafmi ik FMmom at fidr M"l Pl awuilessfruhie P~a 1m s tliniAP'IO tmhced dm k*m (petff A.--w i" aI
-p f-f igy
$263,504 278507 73,188 EMW
$56,945 5599 15350 S90,450 5,728 16,6M3
$44,083 4,063 11,553 1155 5.83-7 3-.-- 0 365,199 78,049.
-IZ801 59,699 30,229 41,937 37,970
- 15,528 7,517 12,647 (327,29)
(78,0"9)
(97,273)
(59,69)
(22,71)
(29,29a) 183,557 63,2M2 92,853 47,546 24,031 42,861 (5,M32)
(13,414)
(03,859)
(7,726)
(3,221)
(11,704)
($148,704) ($28,211)
($18,2M9)
($19,879)
($1,902)
$1,867
$21,639 2,753
$3,613
.. 1,694
- 174-Entergy Missssppi
$909 1,969 (245)
Cilts 3,258 (514)
Frow Btffv E*w~ma rmierv-,
ErAmw
cazil Preft mduo of mu Ph mat far kuw lba aIm I= don APWO Urec nd I=
k (POi Az=edpo~esuctimatbxi aWO OA)
$14192 4M39 7t464 aftuw
$4,633 9,161 16.745
$101,68 17,334 15,98 Eftau 7,614 13,28M FitaW
$15,957 4,619 5.692
$A3652 3,215 j3X5 364,049 72,39 135,012 57,164 26,M 41,173 15,494 5,151 10o,3
(-M9555 (72,539)
(135,0127)
(57,164)
(21,117)
MMK0 2D4,34 67,M06 107,975 50,517 25,533 45,59 (1,639A (1,757)
(617)
(8,556)
(6,16J)
(*,$
ES14,!g
(=*09%)
=s*654)
($15,2P)
$9,7 74 The assumed health care cost trend rate used in measuring the APBO of Entergy was 7.6% for 1997, gradually decreasing each successive year until it reaches 5.0% in 2005. A one percentage-point increase in the assumed health car cost trend rate for each year would have increased the APBO of Entergy, as of Decmber 31, 1996, by 11.5% (Entergy Arkansas-11.8*0 /
Entergy Gulf States-10.4%/6, Entergy Louisiana-11.8%, Entergy Mississippi-12.2% and Entergy New Orleans-10.0%), and the sum of the service cost and interest cost by approximately 14.2% (Entergy Arkansas-15.0%, Entergy Gulf States-12.8%, Entergy Louisiana-14.40/,
Entergy Mississippi-14.4% and Entergy New Orleans-12.8%). The assumed discount rate and rate of increase in fiture compensation used in determining the APBO were 7.75% for 1996,7.5% for 1995, and 8.5% for 1994, and 4.6% for 1996 and 1995, and 5.1% for 1994, respectively. The expected long-term ratle of return on plan assets was 9.0% for 1996, and 8.5% for 1995 and 1994.
- 175 -
BIV-~m
NOTE 12.
RESTRUCTURING COSTS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, EFmtergy Louimna, Entergy Mississippi, and Entergy New Orleans)
In 1994, 1995, and 1996, Entergy implemented various restructuring programs to reduce the number of employees and consolidate offices and facilities. The programs were designed to reduce costs and improve operating efficiencies in order to enable Entergy to become a low-cost producer. The balances as of December 3i, 1094, 1995, and 1996, for restructuring liabilities associated with these programs are shown below by company along with the actual terminatn benefits paid under the programs.
Ud~ty 1
i P
enub UAW 1996 I4=rh UdI k
usfi Mbn
=f asofhk Bm~A.$122
$16.2 (M).1)
S&3 (S47.8)$a BlsWGlfftft 65 13.1 (14.2) 5.4 0.8 (5.4) 0.8 FmtEbwjai'"u 6.8 6.4 (11.0) 22 14 (26)
- BaN, 1is;i 6.2 29 (6.6) 25 (1.7)
(O.)
][rNW14,Wm 3.4 02 (3.0) 0.6 (0.6)
Cd 9.6 (4.4) 52 1.6 1.6 Totl
$35.1
$484 242
$1.4
$32 The restructuring charges shown above primarily. included employe severance costs related to the expected termination of approximately 2,774 employees in various groups. As of December 31, 1996, 2,723 employees had either been terminated or accepted voluntary separation packages under the restructuring plan.
In December 1996, Entergy recorded $21.3 million of restructuring charges (of which $18 million was recorded by Entergy Services) associated with the transition to competition.
Additionally, Entergy recorded $24.3 million in 1994 (of which $23.8 million was recorded by Entergy Gulf States) and $1.6 million in 1996 for remaining severance and augmented retirement benefits related to the Merger.
Actual termination benefits paid under the program during 1995 and 1996 amounted to $21.6 million, and $3.4 million, respectively. At December 31, 1996, the total remaining liability for expected future Merger-related outlays was approximately $1 million.
NOTE 13.
ACQUISITIONS (Entergy Corporation)
CitiPower On January 5, 1996, Entergy Corporation finalized its acquisition of CitiPower, an electric distribution company serving Melbourne, Australia, and surrounding suburbs. The purchase price of CitiPower was approximately $1.2 billion, of which $294 million represented an equity investment by Entergy Corporation, and the remainder represented debt. Entergy Corporation funded the majority of the equity portion of the investment by drawing down $230 million of its $300 million bank revolving credit facility, which was subsequently repaid throughout the course of the year.
CitiPower is one of five electric distribution businesses in the state of Victoria. CitiPower's distribution area covers approximately 10% of Victoria's population. During the twelve months ended December 31, 1996, CitiPower
-176-
supplied approximately 4.2 million MWh of electricity to over 238,000 customer sites. Approximately 37,000, or 155/, of these sites were commercial customers.
The cost of the CitiPower license is being amortized on a straight-line basis over a 40 year period beginning January 5, 1996. As of December 31, 1996, the unamortized balance of the license was $606 million.
In accordance with the purchase methoO of accounting, the results of operations for Entergy Corporation reported in its Statements of Consolidated Icome and Cash Flows do not reflec CitiPower's results of operations for any period prior to January 5, 1996. The pro forma combiqed revenues, net income, earnings per common share before the cumulative effect of accounting change, and earnings per common share of Entergy Corporation presented below give -effect to the acquisition as if it had occurred on January 1, 1995. This pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisition been consummated for the period for which it is being given effect.
Twelve Months Ended December 31. 1995 (In Thousands of U.S. dollars, Except Share Data)
Operating revenues
$ 6,690,406 Net income 503,880 Earnings per average common share before cumulative effect of accounting change 2.06 Earnings per average common share 2.21 CitiPower's results of operations for the twelve months ended December 31, 1996, (beginning om January 5, 1996, at the date of acquisition) are included in Entergy Corporation's Consolidated Financial Statements and are stated separately below:
Twelve Months Ended December 31. 1996 (In Thousands of U.S. dollars)
Operating revenues
$ 384,803 Operating expenses
$ 308,916 Interest charges 77,545 Other During 1996, Entergy acquired several security companies and assets of other security companies for a purchase price of approximately $83 million.
NOTE 14.
TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
The various domestic utility companies purchase electricity from and/or sell electricity to other domestic utility companies, System Energy, and Entergy Power (in the case of Entergy Arkansas) under rate schedules filed with FERC. In addition, the domestic utility companies and System Energy purchase fuel from System Fuels, receive technical, advisory, and administrative services from Entergy Services, and receive management and operating services from Entergy Operations.
- 177 -
As descnlr in Note 1, all of System Energy's operating revenues consist of billings to Entergy Arkansas, Entergy Louidina, Entergy Mssissippi, and Entrg New Orleans.
The tables below contain the various affiliate transactions among the domestic utility companies and System Entergy (in millions).
lntercomany Revnues Entergy Entergy Louiian MiWsissinD i
5.6 1.6 1.0 S
65.9 43.3 45.8 Entergy New Orlean 2.6 3.2 2.1 Intercompany Operating Exnenses Entergy Arkansas(1)
$346.7
$316.0
$310.7 Entergy Gulf States
$395.7
$266.5
$296.9 Entergy Louisiana
$331.3
$335.5
$ 365.8 Entergy MissiSfiDgi
$294.6
$262.6
$280.2 Entergy New Orleans
$ 185.9
$ 164.4
$ 170.1 System Energy
$ 8.6 6.5
$ 10.5 (1)
Includes $38.8 million in 1996, $31.0 million in 1995, and $25.7 million in 1994 for power purchased from Entergy Power.
Operating Exnenses Paid or Reimbursed to Enterm Operations 1996 1995 1994 Entergy Arkansas
$ 163.3
$ 189.8
$ 221.2 Entergy Entergy Gulf States Louisiana 133.7 129.1 210.2 97.7
$ 122.6
$ 152.5 System Enerry 98.1
$ 116.9
$ 179.6 In addition, certain materials and services required for fabrication of nuclear fuel are acquired and financed by System Fuels and then sold to System Energy as needed.
Charges for these materials and services, which represent additions to nuclear fuel, amounted to approximately $44.7 million in 1996, $51.5 million in 1995, and
$26.4 million in 1994.
- 178 -
Eutergy Arkansas
$ 282.7
$ 195.5
$ 232.6 1996 1995 1994 Entergy Gulf States
$ 21.2
$ 62.7
$ 44.4 System
- Enerry,
$ 623.6
$ 605.6
$ 475.0 1996 1995 1994
NOTE 15.
BUSINESS SEGMENT INFORMATION (Entergy New Orleans)
Fntergy New Orleans supplies electric and natural gas services in the City. Entergy New Orleans' segment n
mation follows:
Operting
-evenu Revenue fiom sales to unaffiliate customrs (1) operatin mnc=
before imene taxes Net utility plant Depreciation expmse Contuton vndkures 1996 Electric Gas
$ 403,254
$101,023
$400,605
$101,023
$ 51,937
$214,106
$ 16,525
$ 23,411
$ 5,641
$63,865
$ 3,342 S 4,545 1995 Electric Gas (In Thousands) 1994 Electric Gas
$390,002
$80,276
$360,430
$ 87,357
$386,785
$80,276
$358,369
$ 87,357
$ 61,092
$204,407
$ 15,858
$ 21,729
$ 9,638
$65,236
$ 3,290
$ 6,107 S 23,976
$209,901 "1 15,743
$ 16,997
$ 9,387
$67,875
$ 3,310
$ 5,780 (1)
Entergy New Orleans' intersegment transactions are not material (less than 1%of saes to unafliated customers).
NOTE 16.
SUBSEQUENT EVENT (UNAUDITED)
Acauisition of London Electridity ylc (Entergy Corporation)
On Dcember 18, 1996, Entergy made a formal cash offer to acquire London Electricity for $2.1 billion.
Lonmd Electricity is a regional electric company serving approximately.two million customers in te i metropolitan area of London, England. The offer was approved by authorities inthm United Kingdom, and as of February 7, 1997, the offer was made unonditional and Entergy, through an English subsidiary, controued over 90% of the, comm.on shares of London Electricity. Through procedures available under applicable law, Entergy expects to gain control of 100% of the common share of London Electrcity. The acquisition was finaced with $1.7 billion of debt tha is non-recourse to Fntergy Corporation, and $392 million of equity provided by atergy Corporation fr*m
.available cash and borrowings under its $300 million line of credit.
-179-
NOTE 17.
QUARTERLY FINANCIAL DATA (UNAUDITED)
(Entergy Corporation, Entergy ArkMnas, EteMrgy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
The business of the domestic utility companies and Syst.n,nergy is subject to seasonal fluctuatons with the peak penod occurrng during the third quarter. Operating results for the f our quarters of 1996 and 1995 were:
Operating Revenue Entergy Enterry Arkansas 1996:
First Quarter Seeaond Quarter Thrd Quarter Fourth Quarter 1995:
First Quarter Second Quarter Third Quarter Fourth Quarter S 1,603,384 1,852,525 2,138,273 1,569,344 1,337,400 1,564,917 1,955,019 1,429,870
$383,081 S467,990 529,276 363,006 S339,596 412,164 530,448 366,025 Oueratini Income (Loss)
Entergy Enterv Arkansas(a) 1996:
First Quarter Second Quarter Third Quarter Fourth Quarter 1995:
First Quarter Second Quarter Third Quarter Fourth Quarter Net Income (Lois)
S 342,403 500,017 599,704 236,597 258,441 434,623 606,104 218,158 S 41,9M 105,237 131,319 31,639 26,343 91,180 132,264 22,080 Entergy Eutergy Entergy guff I.States L
WMississiDni (In Thousands)
$ 456,631 525,57 592,130 444,853 399,346 479,609 540,287 442,732 S 417,767 457,847 549,295 403,958 353,462 406,575 529,458 385,380 Eutergy Entergy' Gulf Stas)
Louisian S(In Thosands)i S 77,058 118,420 152,022 64t398 "47,209 I11,918 154,268 48,269 s 95,166 119,736 155,755 65,789 88,013 115,637 181,171 63,934 s 203,902 247,479 297,118 209,931 180,559 223,156 280,339 205,789 Entergy MississiDpi "S 30,470 57,83 54,696 22,147 25,633 43,523.
57,717 23,515 Entergy System New Orleans Enerey S 127,2*.$156,424
.127,829 160,369 150,937 154,467 98,231 152,360 104,494 151,664 112,666 158,632 146,720 144,758 106,398 150,585 Entergy New Orlean, S 15,752 19,608 28,319 (6,101) :
14,138.
17,420.
31,000 8,172 system S 82,938 82,894 75,270 75,937 79,377 80,704 76,719 76,905 1996:
First Quarter Second Quarter Third Quarter Fourth Quarter 1995:
First Quarter Second Quarter Third Quarter Fourth Quarter Entergy Entergy Entergy Entergy Enter.gi(bAr(
Gulf StaeA) Louisiana Missis.ippi (in Thousands)
S (87,072) 188,323 279,881 38,895 90,392 162,703 263,118 3,767 S 19,268 55,712 70,791 12,027 46,129 47,844 73,963 4,144 S(152,257) 47,140 "90,965 10,265 3,635 43,353 68,112 7,819 S 40,53 55,385 77,302 17,545 36,062 53,082 92,819 19,574 S 12,924 29,819 28,205 8,263 9,774 20,578 29,228 9,087 Entergy System New Orleans Egggy S 8,035 S 2,530 10,360 23,382 15,221 24,749 (6,840) 27,007 6,245 22,565 8,688 23,802 16,862 23,366 2,591 23,306
-180-
Earn*nsm (Loss) per Average Common Share (Entergy Corporation) 1996 1995 First Quarter
$ (0.38)
$ 0.40 Second Quarter S 0.83
$ 0.71 Third Quarter
$ 1.22
$ 1.16 Fourth Quarter (b)
$ 0.16
$ 0.02 (a)
See Note 12 for information regrding the recording of cetin restructuring cots In 1995.
()
The fourth quarter of 1995 reflects an increase in net income of $35.4 million (net of income taxes of $22.9 million) and an increase in earnings per share of $.15 due to the recording of the cumulative effect of the change in accounting method for incremmetal nuclear refueling outage maintenance costs. See Note I for a discussion of the change in accounting method.
-181-
Item 9. Chantes In and Disaneements With Accoutants On Accountin. and Financial Disclosure.
No evet that would be described in spon se to this itden has occurred with respect to Entergy, System Energy, Enter Arkansas, Enteg Gulf States, Entergy Louisiana, Entergy Mississippi, or Entergy New Orleans.
PART m Item 10. Directors and Execuive Officers of the Registrants (Entergy Corporation, Entergy Gulf States, Entergy Misniuippi, Entergy New Orleans, and System Energy)
All officers and dirctors listed below held the specified positions with the respective companies as of the date offiling is report.
ZNTKMGY CORPORATION Directors Information required by this item concerning directors of Entery Corporation is set forth under the headi "Elecbtin of Directr" conined in the Proxy Staterent of Eterg Corporation, (the "Proxy Statement"), to be filed in connection with its Annual Meeting of Stockholders to be held May 9, 1997, ("Annual Meeting"), and is incorporated herein by reference.
Information required by this item concerning officers and directors of the remaining registrants is reported as of December 31, 1996.
am An Poitloa Puriod offien Edwin Lupberger (a) 60 Chairman of the Board, Chief Executive Officer, and Director of Entergy Corporation Chairman of the Board and Chief Executive Officer ofEntergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans Chairman of the Board, Chief Executive Officer and Director of Entergy Gulf States Chairma of the Board and Director of Enterg Integrated Solutions Chairman of the Board of System Energy and Entergy Enterprises Chairman of the Board of Enterg Operations Chairman of the Board of Entergy Services Chief Executive Officer of Entergy Services Chief Executive Officer of Entergy Power, Enterg Power Developmnent Corp*ation, and Entergy-Richmond Power Corporation ChiefExecutive Officer of Entergy Pakistan, Ltd. and Entrgy Power Asia, Ltd Chief Executive Officer of EP Edegel, Inc., Entergy Power Development Interna*tonal Corporation, Entegy Power Holding IL Ltd., Entery Power Marketing Corporation,. Entergy Power Operations Caporation.
Entergy Power Operations Holdings, Ltd., Entgy Power Operations Pakistan LDC, Entergy Victoria LDC, Entergy Victoria Holdings IDC, EPO Caynan Holding L EPG Cayman Holding IL Entergy Power CBA Holding, Ltd., and Entergy Power Edesur Holding, Ltd.
Chief Executive Officer of Entergy Power International Holdings Corporation and Entergy Mexico Ltd.
President ofEntergy Corporation President of Entergy Services and Entergy Enterprises Director of Eatergy Arkansas, Entergy Louisiana, Entergy Mssissippi, Entergy New Orleans, and System Energy Dietor of Entergy Operations and Entergy Services Director of Entergy Enterpises Chief Executive Officer of Entergy Edegel I, Inc., Entergy Power Holding IL Ltd., and Entergy Yacyreta I, Inc.
Chairman of the Board of Entergy Power
-182 -
1985-Present 1993-Present 1994-Present 1996-Present 1986-Present 1990-Present 1985-Preset 1991-Present 1993-Present 1994-Presn 1995-Present 1996-Present 1995-Present 1994-Present 1986-Present 1994-Present 1984-Present 1995-1996 1990-1993
Position Jerry L. Maulden Jerry D. Jackson Chief Executive Officer of Entergy Enterprises Director of System Fuels 60 Vice Chairman of Entergy Corporation Vice Chairman and Chief Operating Officer of Entery Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans Vice Chairman of Entergy Services Director ofEntergy Arkansas Director ofEntergy Gulf States Director of Entergy Louisiana and Entergy New Orlean Director of Entergy Mississippi Director of Entergy Operations Director of System Energy Director of Entergy Services Chairman of the Board of Enterg Arkansas Chairman of the Board and Chief Executive Officer of Entergy Louisiana and Entergy New Orleans Chaiman. of the Board and ChieffEecutive Officer of Entergy Mississippi Chief Executive Officer of EnterU Arkansas President and Chief Operating Officer of Entergy Corporation Group President, System Executive - Transmission, Distribution, and Customer Service of Entergy Corporation Group President, System Executive - Transmission, Distribution, and Customer Service of'Entergy Services Director of System Fuels 52 Executive Vice President - External Affairs of Entergy Corporation Exec:utive Vice President - External Affairs of EatergyArkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mssissippi, and Entegy New Orleans Executive Vice President - Extenad Affairs of Entergy Services Director of Eatergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Enteg New Orleans Director ofEnterg Gulf States Director of Entergy Services Direco ofEntergy Enterprises Executive Vice President of Marýktng for Entergy Corporation Executive Vice President - Marketing of Entergy Arkansas, Enterg Gulf States, Enterg Louisiana, Entergy Mississippi, and Entergy New Orleans.
Executive Vice President - Marketing. of Entergy Services President and Chief Administrative Officer of Entergy Services President of Entergy EAterprises Executive Vice President - Finance and External Affairs of Entergy Corporation Executive Vice President - Finance and External Affairs and Secretary of Entergy Arkamns Entergy Louiana, Entergy Missisppi, and Entergy New Orleans Executive Vice President - Finance and External Affairs of Entergy Gulf States Executive Vice President - Finance and External Affairs of Entergy Services Secretary of Entergy Corporation Secretary of Entergy Gulf States Director of System Energy Director of Entergy Power and Entergy Entmpres
-183-1991-1994 1986-1992 1995-Present 1993-Present 1992-Present 1979-Present 1993-Present 1991-Present 1988-Present 1990-Present 1987-Present 1979-Present 1989-1993 1991-1993 1989-1993 1979-1993 1993-1995 1991-1993 1991-1992 1979-1992 1994-Present 1995-Present 1994-Present 1992-Present 1994-Present 1990-Present 1996-Present 1994-1995 1995-1995 1994-1995 1992-1994 1991-1992 1990-1994 1992-1994 1993-1994 1990-1992 1991-1994 1994-1995 1993-1995 1990-1992 AM
Donald C. Hintz Gerald D. Mclnvale 54 Executive Vice President and ChiefNuclear Officer of Entergy Executive Vice President - Nuclea ofEntergy Arkmms Entergy Gulf StaM and Entd Lou=sia Executive Vice President of Nuclear for Entergy Servic Chief Executive Officer and President of System Ene=V and Entergy Operations Director of Entergy Arkansas, Entergy Louisiana, Eatergy Mississippi, System Energy, System Fuels, and Entergy Services Director ofEntergy Gulf States Director ofEntergy Operations Director of GSG&T, Prudential Oil 4 Gas, Southern Gulf Railway, and Varibus Caporation Senior Vice President and Chief Nuclear Officer of Enter Corporation Senior Vice President - Nuclear ofEntery Ar=a Senior Vice President - Nuclear ofEntergy Gulf St Senior Vice President -Nuclear ofEntergy Logisina President of Entergy Operations Director of Entergy New Orleans Chief Oq ting Officer and Executive Vice President of Entergy.
Operations Group Vice President - Nuclear ofaEtergy Louisan 53 Executive Vice President and ChiefFinancial Officer-ofEutergy Coporation, Entergy S ices, Entegy Armksas, Entegy Gulf States, Enterg Louisna, Etergy MrMs ppi, EntgyNew Orleas System Energy, Entegy Enterxises, Entergy Operations, System Fues Inc.,
Ente ntegmrated Solutions, GSG&T, Prudential Oil & Gas, Southern GulfRailway, Wnd Varibus Corporation Executive Vice President, ChiefFinancial Officer and Directo of Eoterg Technology Holding Company Executive Vice President and ChiefFinancial Officer fEntergy Operations Services, In..
Senior Vice President, Treasurer, and Director ofEntergy Pakistan, Ltd.
and Entergy Power Asia, Ltd.
Senior Vice President, Treamuer, and Director of Entergy Power Development Coporation and Entegy-Richnmmd Power Corporation Senior Vice President, Treasurer, and Director ofEP Edegel, Inc.,
Entergy Pow*
Development Interational Comporation, Enterg Power Hodg IL Ltd., Entergy Power Marketing Corporation, Entergy Powe Operations Corporation, Entrgy Poww Operations Holdings Ltd., Entergy Power Operations Pakistan LDC, Entergy Victoria LDC, Entergy Victria Holdings LDC, EPG. Cayman Holdi I,
L EP Cayman Holding IL Entergy Powe CBA Holdi Ltd., and Entergy Powe Edesur Holding, Ltd.
Senior Vice President, Treasurer, and Director of Enteqy Power Intenational Holdings Corporation Senior Vice President, Treasurer, and Director of Entergy Power Senior Vice President and Director or Entergy Mexico, Ltd.
Senior Vice President and Treasurer of Enterg Peru S.A.
Director of Entergy Aekansas, Entery Gulf States, Entergy Louisiana, Entrgy M=ississippi, Entergy New Orleans, EnteW Sevices, System Energy, EntergyOperaions, GSG&T, Prudetial Oil & Gas, Southern Gulf Railway, and Varibus Corporation Director of System Fuels Director of Entergy Integratd Solutions Director of Entergy Powe Intenational Corporation Senior Vice President, Treasure, and Director of Eatergy Edegel I, Inc.,
Entergy Power Holding I, Ltd., and Entergy Yacyreta I, Inc.
Chairnan of the Board of Entergy Integrated Solutions
-184-1994-Present 1994-Present 1996-Present 19-Present 19-Present 1993-Prent 1990-Ptesent 1994-Present 1993-1994 1990-1994 1993-1994 1992-1994 1992-1992 1992-1994 1990-1992 1990-1992 1995-Present 1996-Present 1996-Present 1994-Present 1993-Present 1995-Present 1996-Present 1993-Present 1996-Present 1996-Present 1995-Present 1992-Present 1993-Present 1996-Present 1995-1996 1994-1995
EIm Michael G. Thompson S. M. Henry Brown, Jr.
William L. Regan, Jr.
Louis E. Buck, Jr.
Senor Vice President and Chief Financial O~icer of Enterg Cotpomrin FntaUArkasas Entergy L"iian Edergy Mississippi. Enterm, New OrleansSystem Enrgy, Entergy Operations, Entergy Services, and Fntergy Enterprises Senior Vice President and ChiefFiancial Officr of Entergy Gulf States Senior Vice President and Chief Financial Officer of System Fuels Director and Acting Chief Operating Officer of FEmnt Enterprises Tmamsr of Entergy Enterprises 56 Senior Vice President and General Counsel of Entergy Corporation and Entergy Services Senior Vice Preddent, General Counsel and Secretary of Entergy Arkansas, Entergy Gulf States, Enteg Lauisiana Entergy Mississippi, and Entergy New Orleans Senior Vice President-Law and Secretary of Entergy Enterprises Senior Vice President, Secretary, and Director of Entergy Pakistan, Ltd.
and Entergy Power Asia, Ltd.
Senior Vice President, Secretary, and Director of Entergy Power Marketing Corporation, Eatergy Power Operations Holding Ltd., and EP Edegel, Inc.
Senior Vice President, Secretary, and Director of Entergy Power Development International Corporation, Entergy Power Holding II, Ltd., Entergy Power operations Corporation, Entety Power Operations Pakistan LDC, Entegy Victoria LDC, Entergy Victoria Holdings LDC, EPG Cayman Holding, EM Cayman Holding n, Entergy Power CBA Holding, Ltd., and Entergy Power Edesur Holding Ltd.
Senior Vice President, Secretary and Director of Etergy Power Inteational Holdings Corporaon and Entergy Mexico Ltd.
Senior Vice President, Secretary, and Director of Entergy Power Development Corporation and Entergy-Richmand Power Corporation Vice President, Secretary, and Director of Entergy Power Vice Pmrdent: and Secretary of Entergy Integrated Solutions.
Secretary of niterw Corporation Director of Entergy Integrated Sohltions Director of Entergy Power international corporation and Entergy Operations Services, Inc.
Senior Vice Preident, Secretary and Director of Ertergy Edegel L Inc..
and Entay Yacyreta I, Inc.
Senior Vice President, Secretary, and Director of Entergy Power Holding I, Ltd.
Senior Vice PresideKt Chief Legal Officer, Drector and Secretary of Entargy Power Assistant Secretary of Entergy Cwporation Senior Partner of Friday, Eldredge & Clark (law firm) 58 Vice President - Federal Governmental Affairs of Entergy Corporation
. and Entergy Services 50 Vice President and Treasurer of Entergy Corporation, Entergy Arkansas, Entergy.ulf States, EntergyLouisiana, Entergy Mississippi, Entergy New Orleans, System Energy, Entergy Operatio, Entergy Services, System Fuels Ic., GSG&T, Prudential Oil & Gas, Southern Gulf Railway, and Varibus Corporation Vice President and Treasurer of Entergy Technology Holding Company and Entagy Operations Services, Inc.
Treasurer of Entergy Mexico Ltd.
Assistant Secretary of System Fuels Inc., GSG&T, Prudential Oil & Gas, Southern GulfRailway, and Varibus Corporation Senior Vice President and Corporate Treasurer of United Services Automobile Association 48 Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, Entergy
- 185 -
1991-1995 1993-1995 1994-1995 1994-1995 1992-1996 1992-Present 1995-Present 1992-Present 1994-Present 1994-Present 1995-Present 1996-Present 1992-Present 1994-Present 1993-Present 1994-Present 1992-Present 1996-Present 1994-1996 1995-1996 1993-1994 1993-1994 1987-1992 1989-Present 1995-Present 1996-Present 1996-Present 1995-Preast 1989-1995 1995-Present
An John A. Brayman Terry L. Ogletree Michael B. Bemis (b)
Operations, and Entergy Services Assistant Secreazy of Entergy Arkansas, Entergy Oulf States, Entergy Louisiana, Entergy Mssissipi, Entergy New Odms, Entergy Operations, and Entergy Services Director of Entergy Operations Services Assistant Seetazy of Entergy Corporation and System Energy Resources Vice President and Chief Financial Officer of Norh Carolina Electric Membership Corporation Manager of Finance of Texas Utilities Services 50 Executive Vice President and Director ofEntergy Enterprises Chairman of the Board, President, ChiefExecutive Officer and Director of Entergy Technology Holding Company Executive Vice President of Business Development of Entergy Corporation Independent consultant Senior Executive of Ameritech 53 Executive Vice President-Tltenational of Entergy Coporation Chief Operating Officer, President and Director of Entergy Power Development Corporation, Entergy Power, and Entergy-Richmond Power Corporation.
Chief Operating Officer, President and Director ofEntergy Pakistan Ltd.,
and EP Edegel Inc.
chief operating officer President and Director of Entergy Power Development International Corporation, and Entergy Power Marketing Corporation Chief Controlling Officer, President and Director of EPO Cayman Holding L EPO Cayman Holding I, Entergy Victoria LDC, and Entergy Victoria Holdings LDC Chief Operating Officer, President and Director of Entergy Power nternationa Holdings Corporation President and Director ofEntergy SA. and Entergy Tinsener SA President and Diector of Entergy Power Operations Ccrporation, Entergy Power Holding IL Ltd., Entergy Power Operation Holdings, Ltd., Entergy Power Operations Pakistan LDC, Entergy Power CBA Holding, Ltd., and Entergy Power Edesur Holding, Ltd.
President and Director ofEntergy Power Asia President and Director of Entergy Mexico Ltd.
Executive Vice President of Entergy Peru SA Director of Entergy Power International Corporation and Entergy Operations Services, Inc.
President and Director of Entergy Argentina and Entergy Argentina S.A.,
Ltd.
President and Director ofEntergy Edegel L Entergy Powe Holding I Ltd., and Entergy Yacyrta I Inc.
Executive Vice President and Director of Entergy Enterprises President of Constellation Energy 49 Executive Vice President of Retail Services for Entergy Corporation Executive Vice President - Retail Services and Director of Entergy Arkansas, Entergy Louisiana, and Entergy Mssippi Executive Vice President - Retail Services of Entegy GulfState Executive Vice President - Retail Services of Entergy New Orleans and Entergy Services Director of Entergy Gulf States Director of System Fuels Director of Vrius Corporation, Pndential Oil & Gas, Inc., GSG&T, and Southern Gulf Railway Company Director of Entergy Services, Entergy Enterprises, and Entergy Integrated Solutions President and Chief Operating Officer of Entergy Louisiana and Entergy New Orleans Director of Entergy New Orleans
-186-1995-Present 1996-Present 1996-Present 1992-1995 1988-1992 1995-Present 1996-Present 1996-Present 1994-1995 1990-1994 1996-Present 1993-Present 1994-Present 1995-Preset 1995-Preseat 1996-Present 1993-Preset 1995-Present 1994-Present 1996-Present 1996-Present 1996-Present 1993-1996 1995-1996 1994-1995 1989-1993 1996-Present 1992-Ptesent 1993-Present 1992-Present 1994-Present 1992-Present 1994-Present 1996-Present 1992-1992 1992-1994
Position Frank F. Gallaher Richard J. Landy 51 Executive Vice President of Operations for En0nry Corporation Chairman of the Board of System Fuels Chairman of the Board and Director of Varibus Corporation, Prudential Oil & Gas, Inc., GSG&T, and Southern Gulf Railway Company Chaiman of the Boad and Direco ofEntergy Operations Services, Inc.
Executive Vice Resident -a Operations ofEnteW Arkansa Entergy isiana, Entergy Mississippi, Entergy New Orleans, and Entergy services Director of Entergy Gulf States Director of Enteggy Services and System Fuels Seior VePremidcnt - Fosil Operations of Ent Arkamnsas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Services President ofEntergy Gulf states 51 Senior Ve President and ChiefAdministrative Officer of BEtergy Coriormati President, Chief Executive Officer and Director of Entergy Integrated Solutions Semior Vice President and ChiefAdministrative Officer of Entergy Armksas, Entergy Operations, Entergy Services, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans Director of Enterg Enterprises, Entergy Operations, and Enterg Operations Servics Inc.
Vice President - Human Resources and Administration of Entergy Arkansas, Entergy Louisian Entergy Mississippi, EntergyýNew Orleans, Entergy Service and Entergy Operations:
Vice President - Human Resources and Administmfion of Entergy Gulf S*States ENTERGY ARKANSAS, INC.
Michael B. Bemis Donald C. Hintz Jerr D. Jackson Edwin Lupberger Jerry L. Maulden Gerald D. Mclnvale omsn Michael R. Niggli Cecil L. Alexander James S. Pilgrim C. Hiram Walters 61 President and Director ofEntergy Arkansas Chief Operating Officer ofEntergy Arkansas Secretary of Entergy Arkansas See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Cotporation Officers Section above.
See infomiation under the Entergy Corporation Officers Section above.
See informatim under-the Entergy Corporation Officers Section above.
See infrmation under the Entergy Corporation Officers Section above.
47 Senior Vice President - Customer Accounts for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Services Senior Vice President - Marketing ofEntcry Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Services Vice President - Custome Services of Entergy Louisiana, Entergy New Orleans, and Entergy Services Vice President - Strategic Planning of Entergy Services Vice President and Director of Entergy Enterprises 61 Vice President - Govermuental Affairs of Entergy Arkansas 61 Vice President - Customer Service ofEntergy Arkansas Director, Central Region, TDCS Customer Service Central Division Manager of Mississippi 60 Vice President - Customer Service of Entergy Arkansas
-187-Period 1996-Present 1992-Present 1993-Present 1996-Present 1993-Present 1993-Present 1992-Present 1992-1993 1994-1996 1996-Present 1996-Present 1995-Present 1996-Presmt 1991-1995 1993-1995 1989-Present 1989-1992 1991-1992 1996-Present 1993-1996 1993-1993 1990-1992 1991-1992 1991-Present 1994-Present 1993-1994 1991-1993 1993-Present
position Pro Edwin Lupberger Jerry L. Maulden R. Drake Keith Michael B. Bemis Jey D. Jackson Frank F. Gallaher Donald C. Hintz Gerald D. Mclnvale Michae
. Thompson Richard J. Landy William. Regan, Jr.
Louis E. Buck, Jr.
Vice President - Customer Service of Enteu Louisiana Vice President - Customer Service, Cenral Region ofEntergy Services Senior Vike President - Customer Service of Entergy Services See infotrftion under the Entergy Corporation Officers Section above.
See informatio under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See infomation under the Entergy Corporation Officers Section above.
See infoanation under the Entergy Coqrato Officers Section above.
See information unde the Entergy Corporation Officers Section above.
"See kinato under the Entergy Corporati Officers Section above.
See information under the Entergy Corporation Officers Section above.
See irnfomation under the Entergy Corporation Offers Section above.
See infomatio under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
ENTERGY GULF STATES, INC.
Karen Johnson John J. Cordaro Michael B. Bemis Frank F. Gallaher Donald C. Hintz Jerry D. Jackson EdwinLupberger Jerry L. Maulden Gerald D. Mclnvale officers William E. Colston S. G. Cunningm Jr.
J. Parker McConough Edwin Lupberger J*erry L. Maulden Frank F. Gallaher 52 State President - Texas and Director of Entergy Gulf States Vice President - Governmental Affairs of Entegy Gulf States - Texas Executive Director of State-Bar of Texas (state agency) 63 State President - Louisiana, and Direct for Entergy Gulf States and Entergy Lo nisiim President and Diector of Entergy Louisiana and Entergy New Orleans Group Vice President - External Affairs of Entergy Louisiana and Entergy New Orleans See infioration under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See mfomaton under the Entergy Corporation Officers Section above.
See infrmantion under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
61 Vice President - Customer Service of Entergy Gulf States Vice President - Customer Service of Entergy Louisiana Vice President - Customer Service of Southern Region of Entergy Services Regional Director ofEntergy Louisiana 56 Vice President - Regulatory and Governmental Affairs of Entergy Louisiana and Entergy Gulf States Vice President - State Regulatory Affairs of Entergy Services Vice President - Entergy Corporaion, Entergy Gulf States Transition Regulatory Affihis of Entergy Services Vice President - Rates and Regulatory Affairs of Entergy Louisiana and Entergy New Orleans Vice President - Regulatory Affairs of Entergy Services 46 Vice President - State Governmental Affairs of Entergy Gulf States Vice President - Governmental Affairs, Texas Association of Retailors Member-Texas House of Representatives Wright & Greenhil, PC (law firm)
See infomation under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
-188-1994-Present 1993-Present 1991-1992 1996-Present 1994-Present 1990-1994 1996-Present 1992-1996 1989-1992 1994-Present 1993-Present 1993-Present 1992-1993 1996-Present 1994-1996 1993-1994 1991-1994 1992-1993 1996-Present 1996-1996 1989-1996 1991-1993 Period
Period Michael B. Bemis Jerry D. Jackson Donald C. Hintz Gerald D. McInvale Michael 0. Thompson Michael R. Niggli Richard J. Landy Karen Johnson John J. Cordao William J. Regan, Jr.
Louis E. Buck, Jr.
See information under the Entergy Corpmoim Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corportio Officers Section above.
See infomation under the Eateg Corporiation Officers Section above.
See inftmatio under the Entegy Arkansas Officers Section above.
See infrmationt =der~ the Entergy Corporation Officers Section above.
See information under the Entergy Gulf Sates Director section above.
See inrmation. under th Entergy Gulf Sates Director section above.
See minrmation. under theEnter Corporation Officers Section above.
See infomation under th Entergy Corporation Officers Section above.
ENTERGY LOUISIANA, INC.
Michael B. Bemis John J. Cordaro Donald C. Hintz Jerry D. Jackson Edwin Lupberger Jerry L. Maulden Gerald D. McInvale Oms!I1 James D. Bruin Edwin Lupberger Jerry L. Maulden John J. Cordaro Michael B. Bemis Jerry D. Jackson Frank F. Gallaher Donald C. Hintz Gerald D. McInvale Michael G. Thompson Mical R. Niggli Richaird J. Landy William E. Colston William J. Regan, Jr.
Louis E. Buck, Jr.
C. Hiram Walters S. G. Cunningham, Jr.
See infomamon under the Entergy Corpomatio Officers Section above.
See infomation. under the Entergy Gulf Sates Director section above.
See information under the Entergy Corporation Officers Section above.
See informatimo under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information, under the Entergy Corporation Officers Section above.
See infomation under the Entergy Corporation Officers Section above.
57 Vice President - Customer Service of Entergy Louisiana and Entergy New Orleans Vice President - Metro Region of Entergy Services Region Director -Metro Region of Entergy Services See infmmation under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Gulf Sates Director section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Coporation Officers Section above.
See infomation under the Entergy Corportion Officers Section above.
See information under the Entergy Corporation Officers Section above.
See infrmtio under the Entergy Corporation Officers Section above.
See information under the En-tergy Cporaon Officers Section above.
See information under the Entergy Arkanss Of ficer Section above.
See information under the Entergy Corporation Officers Section above.
See infomation under the Entergy Gulf Sates Officers section above.
See information under the Entergy Corporation Officers Section above.
See information. under the tntergy Corporation Officers Section above.
See information under the Entergy Arkansas Officers Section above.
See information under the Entergy Gulf Sates Officers section above.
ENTERGY MISSISSIPPI INC.
Donald E. Meiners (c)
Michael B. Bemis Donald C. Hintz Jerry D. Jackson Edwin Lupberger 61 President and Director of Entergy Mississippi Chief Operating Officer and Secretary of Entergy Mississippi See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
-189-t 1994-Present 1993-Present 1991-1993 1992-Present 19924992 Position
Position e
Jeriy L. Maulden Gerald D. Mclnvale Bill F. Cossar Edwin LWpberger Jery L. Maulden Donald E. Meiners Michael B. Bemis Jery D. Jackson Frank F. Gallaher Gerald D. Mclnvale Michael G. Thompson Michael R. Niggl Richad J. Landy William J. Regan, Jr.
Louis E. Buck, Jr.
See infomnation under the Entergy Corporation Officers Section above.
See infomation under the Entergy Corporation Officers Section above.
58 Vice President - Governmental Affairs of EntergyMissii See information under the Entergy Corporam Officers Section above.
See infomation under the Entergy Corporation officers Section above.
See information under the Entr Mimissippi Directors Section above.
PSe information under the Fntergy Corporation Officers Section above.
See infomation under the Entergy CorporadtýoOfficers Section above.
See information under the Entergy Corporation Ofcers section above.
See infomation under the Entergy Corporation Officers Section above.
See information under the Entergy Cmoporon officers Section above.
See information under the Entergy Arkansas Officers Section above.
See information under the Entergy Corporation Officers Section above.
See ifoxnmation under the Entergy Corporation Ofcers Section above.
Se information under the Entergy Corporation Officers Section above.
ENTERGY NEW ORLEANS, INC."
Daniel F. Packer Jerry D. Jackson Edwin Lupherge Jerry L Maulden Gerald D. Mclnvale omen Edwin Lupberger Jerry L. Maulden Michael B. Bemis Jerry D. Jackson Frank F. Gallaher Gerald D. Mclnvale Michael G. Thompson Michael R. Niggli Daniel F. Packer Richard J. Landy James D. Bruno William J. Regan, Jr.
Louis E. Budc, Jr.
49 State President - City of New Orleans Vice President - Regulatory and Governmental Affairs of Entergy New Orleans General Manager - Plant Operations at Waterford 3 See infomation under the Entergy Corpoation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See infomation under the Entergy Corporation Offics Section above.
See information under the Entergy Corporation Officers Section above.
See infonration under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See infomation under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See infrimation under the Fntergy Corporation Officers Section above.
See in*rmation under the Entergy Crporation Officers Section above.
See infrmation under the Entergy Corporation Officers Section above.
See information under the Entergy Arkansas Officers Section above.
See information under the Entergy New Orleans Directors Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Louisiana Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information. under the Entergy Corporation Officers Section above.
SYSTEM ENERGY RESOURCES, INC.
Donald C. HMntz Edwin Luperger Jerry L. Maulden Gerald D. McInvale See informtion under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy Corporation Officers Section above.
See information under the Entergy corporation officers Section above.
-190-1987-Present 1996-Present 1994-1996 1991o1994.
Perio
-L
position Pro Joseph L. Blount 50 Secretary of System Energy and Entergy Operations 1991-Present Vice President Legal and External Afairs of Entergy Operations 1990-1993 Edwin Lupberger See infrmation under the Entergy Corporatin Officers Section above.
Donald C. Hintz See infmnatiom under the Entergy Corporation Officers Section above.
Gerald D. Mclnvale See infermation under the Entergy Corporation Officers Section above.
William J. Rean, Jr.
See infiamation under the Fntergy Corporation Officers Section above.
Louis E. Buck, Jr.
See infonnation under the Entergy Corporation Officers Section above.
(a)
Mr. Lupberger is a-director of First Commerce Corporation, New Orleans, LA, International Shipholding Corporation, New Orleans, LA, and First National Bank of Commerce, New Orleans, LA.
(b)
Mr. Beamis is a director of Deposit Guaranty National Bank, Jackson, MS and Deposit Guaranty Corporation, Jackson, MS.
(c)
Mr. Meiners is a director of TrUstmark National Bank, Jackson, MS, and Trustmark Corporation, Jackson, MS.
Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder, Entergy Corporation, in lieu of an annual meeting scheduled to be held on May 5, 1997.
Directorships shown above are generally limited to entities subject to Section 12 or 15(d) of the Securities and Exchange Act of 1934 or to the Investment Company Act of 1940.
Section 16(a) Beneficial Ownership Reporting Compliance Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 9, 1997, under the heading "Compliance with Section 16(a) of the Exchange Act", which information is incorporated herein by reference.
Item 11. Executive Compensation ENTERGY CORPORATION Information called for by this item concerning the directors and officers of Entergy is set forth in the Proxy Statement under the headings "Executive Compensation", "Nominees", and "Compensation of Directors", which information is incorporated herein by reference.
ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY Summary Compensation Table The following table includes the Chief Executive Officer and the four other most highly compensated executive officers in office as of December 31, 1996 at Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, (collectively, the "Named Executive Officers").
This determination was based on total annual base salary and bonuses from all EntergY sources earned by each officer for the year 1996. See Item 10, "Directors and Executive Officers of the Registrants," for information on the principal positions of the Named Executive Officers in the table below.
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Pen..._dd
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy As shown in Item 10, most Named Executive Officers are employed by several Entergy companies.
Because it would be impracticable to allocate such officers' salaries among the various companies, the table below includes the aggregate compensation paid by all Entergy companies.
Michael B. Bemis Louis E. Buck, Jr.
Donald C. Hintz*
Jerry D. Jackson Edwin LupbeaW Jerry L. Maulden Gerald D.; lMnvale William J. Regan, Jr.
XI[
1996 1995 1994 1996 1995 1994 1996 1995 1994 1996 1995 1994 A/nual Coi~nenation (h)
(a)
Other Annual
-ol IMSu
£omalto
$297,115 290,000 288,846
$153,558 49,039 0
$ 343,269 325,000 320,769
$332,115 325,000 323,711
$168,125 216,909 76,923 S 66,187 21,280 0
$231,299 265,049 142,749
$209,489 2S6,83S 106,155 1996
$735,577 $448,794 1995 700,000 568,400 1994 681,539 218,789 1996
$435,000 1995 435,000 1994 426,134 1996
$271,730 1995.
255,481 1994 244,165 1996
$190,000 1995 120,577 1994 0
$260,301 353,220 135,962
$179,576 186,739
,66,27 S 81,132 54,727 0
S 43,884 22,844 3.2,940 S 26,132 9,151 0
S 12,516 13,394 52,389
$.37,928 43,054 29,598
$123,601
'89,163 93,816
$ 27,056 26,248 63,994
$ 13,995 S12,525 14,146
$ 20,684 21,141 0
.Lon*-Term Compensation Awards Restricted Securities Stock Underlying Awafrd ODtion (e)
(e)
(c)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e)
(e) 5,000 shares $
27,500 2,500 0 shares $
0 0
5,000 shares S 30,000 5,000 5,000 shares 30,000 5,000 10,000 shares m
60;000 10,000 5,000 shaes S 30,000 5,000 (e) 5,000 (e) 27,500 (e) 2,500 (e)
(e)
(e)
LTIP tL~ants 0
294,282 28,275 409 48 422 56 (d)
All Other Compuensation
$12,813 12,063 8,596 Q
s$20,683 0
7,529 0
0 0
$14,197 1,414 9,750
- ,379 9,710 0
$13,862
,438 9,750 5,550 9,634 0
781,337 139,525 0
422,438 56,550 shares$
0O 294,282 28,275 S0 shares. $
2,000 0
0 0
$ 23,567 21,000 S20,446
$14,550 13,050 12,859
$12,051 7,664C 7,275
$ 8,852 7,821 0
Chief Executive Officer of System Energy.
Chief Executive Officer of Entergy Arkansas, Mississippi, and Entergy New Orleans Entergy Gulf States, Entergy Louisiana, Entergy (a)
Includes bonuses earned pursuant to the Annual Incentive Plan.
(b)
Amounts used in the calculation of perquisites were previously reported in the column titled "All Other Compensation.
(c)
Amounts include the value of restricted shares that vested in 1996, 1995, and 1994 (see note (e) below) under Entergy's Equity Ownership Plan.
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(d)
Includes the following:
(1) 1996 benefit accruals under the Defined Contribution Restoration Plan as follows: Mr. Bemis
$4,414; Mr. Hintz $5,798; Mr. Jackson $5,463; Mr. Lupberger $17,567; Mr. Maulden $8,550; Mr. Mclnvale $3,652; Mr. Regan $1,200.
(2) 1996 employer contributions to the System Savings Plan as follows: Mr. Bemis $4,500; Mr. Buck
$1,431; Mr. Hintz $4,500; Mr. Jackson $4,500; Mr. Lupberger $4,500; Mr. Maulden $4,500; Mr. Mclnvale $4,500; Mr. Regan $4,500.
(3) 1996 employer contributions to the Employee Stock Ownership Plan as of Nbvember 30, 1996 are as follows: Mr. Bemis $3,899; Mr. Hintz $3,899; Mr. Jackson $3,899; Mr. Lupberger $1,500; Mr. Maulden $1,500; Mr. McInvale $3,899.
(4) 1996 reimbursements for moving as follows: Mr, Buck $19,252; Mr. Regan $3,152.
(e)
Restricted stock awarded under the Equity Ownership Plan will vest at the end of a three year period subject to the attainment of approved performance goals. Restricted stock awards in 1996 are reported under the Ltong-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of restricted shares awarded during 1996 and the vesting schedule for such shares.
Accumulated dividends are paid on restricted stock when vested. The value of stock for which restrictions were lifted in 1996, 1995, and 1994, and the applicable portion of accumulated cash dividends, are reported in the LTIP Payouts column in the above table.
Option Grants in 1996 The following table summarizes option grants during 1996 to the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options were granted to such officer.
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Entergy Individual Grants Potential Realizable
% of Total Value Number of Options at Assumed Annual Securities Granted to Exercise Rates of Stock Underlying Employees Price Price Appreciation Options in (per Expiration for Option Term(bl Nun Granted 1996 share)
Date 5%
10%
Michael B. Bemijs 5,000 (a) 6.1%
$29.375 (a) 1/25/06 S 92,369 S 234,081 Donald C. Hintz 5,000 (a) 6.1%
29.375 (a) 1/25/06 92,369 234,081 JerryD. Jackson 5,000 (a) 6.1%
29.375 (a) 1/25/06 92,369 234,081 EdwinLupberger 10,000 (a) 12.1%
29.375 (a) 1/25/06 184,738 468,162 Jerry L. Maulden 5,000 (a) 6.1%
29.375 (a) 1/25/06 92,369 234,081 Gerald D. Mclnvale 5,000 (a) 6.1%
29.375 (a) 1/25/06 92,369 234,081 (a)
Options were granted on January 25, 1996, pursuant to the Equity Ownership Plan. All options granted on this date have an exercise price equal to the closing price of Entergy Corporation common stock on the
- 193 -
New York Stock Exchange Composite Transactions on January 25, 1996.
These options became exercisable on July 25, 1996.
(b)
Calculation based on the market price of the underlying securities assuming the market price increases over a ten-year option period and assuming annual cop dn. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise.
Aggregated Option Exercises in 1996 and December 31,1996 Option Values The following table summarizes the number and value of all unexercised options held by the Named Executive Officers. In 1996, no options were exercised by any Named Executive Officer.
Number of Securities Value of Unexercised Underlying Unexer d Options In-te-Money Options as of December 31, 1996 as of December 31. 1996(a)
Name Exercisable Unwxercisable Exercisable Unexercisable Michael B. Bemis 15,000 25,000
$10,625
$ 168,750 Donald C. Hintz 22,500 25,000 21,250 168,750 "jerry D. Jackson 19,411 25,000 0
168,750 Edwin Lupberger 48,824 50soW0 42,500 337,500 Jerry L. Maulden 25,000 25,000 21,250 168,750 Gerald D. McInvale 15,000 25,000 10,625 168,750 William J. Regan, Jr.
0 2,000 0
13,500 (a)
Based on the diffrence between the closing price of Entergy Corporation's common stock on the New York Stock Exchange Composite Transactions on December 31, 1996, and the option exercise price.
Long-Term Incentive Plan Awards in 1996 The following Table smmnarizes awards of restricted shares of Entergy Corporation common stock granted under the Equity Ownership Plan in 1996 to the Named Executive Officers.
Estimated Future Payouts Under Non-Stock Price-Based Plans(aI(b)
Number of Performance Period Until NLaam res Maturation or Payout hreshold Target Maximum EdwinLupberger 60,000 1/1/96-12/31/98 20,000 40,000 60,000 Jery L. Maulden 37,500
/1/96-12/31/98 12,500 25,000 37,500 Michael B. Bemis 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Donald C. -intz 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Jerry D. Jacoon 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Gerald D. Mclnvale 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Louis E. Buck, Jr.
4,500 1/1/96-12/31/98 1,500 3,000 4,500 William J. Regan, Jr.
4,500 1/1/96-12/31/98 1,500 3,000 4,500 (a)
Restricted shares awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Restrictions are lifted based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon both the number of shares that vest and the future market price of Entergy Corporation common stock.
(b)
The threshold, target, and maximum levels correspond to the achievement of 500, 1000, and 1500, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would
-194-
result in the award of the number of shares indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a nmber of shares calculated by means of interpolation.
Pension Plan Tables Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Retirement Income Plan Table Annual Covered Years of Service RE ato is 20 25 30 35
$100,000
$ 22,500
$ 30,000
$ 37,500
$ 45,000
$ 52,000 200,000 45,500 60,000 75,000 90,000 105,000 300,000 67,500 90,000 112,500 135,000 157,500 400,000 90,000 120,000 150,000 180,000 210,000 500,000 112,500 150,000 187,500 225,000 262,500 850,000 191,250 255,000 318,750 382,500 446,250 All of the Named Executive Officers participate in a Retirement Income Plan, a defined benefit plan, that provides a benefit for employees at retirement from Entergy based upon (1) generally all years of service beginning at: age 21; through termination, with a forty-year maximum, multiplied by (2) 1.50/6,. multiplied'by (3) the final average compensation. Final average compensation is based on the highest consecutive 60 months of covered co
'ton in the last 120 months of service. The normal form of benefit for a single employee is a lifetime annuity andfor a married employee is a 50% joint and survivor annuity. Other actuarially equivalent options are available to each retiree. Retirement bemefits are not subject to any deduction for Social Security or other offset amounts. The amount of the Named Executive Officers' annual compensation covered by the !plan as of December 31, 1996, is represented by the salary column in the Summary Compensation Table above.
The credited years of service under the Retirement Income Plan, as of Decaber 31, 1996, for the Named Executive Officers is as follows: Mr. Bems 14; -Mr. Buck 1, Mr. Maulden 31, and Mr. Regan 1. The credited years of service under the respective Retirement Income Plan, as of December 31, 1996 for the following Named Executive Officers, as a result -of entering into supplemental rairement agreements, is as follows: Mr. Hintz 25; Mr. Jackson 17; Mr. Lupberger 33; and Mr. Mclnvale 24.
The maximum benefit under each Retirement Income Plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy have elected to participate in the Pension Equalization Plan sponsored by Entergy Corporation. Under this plan, certain executives, including the Named Executive Offics, would receive an additional amount equal to the benefit that would have been payable under the Retirement Income Plan, except for the Sections 401 and 410 limitations discussed above.
In addition to the Retirement Income Plan discussed above, Entergy Arkansas, Louisiana, Mississippi, New Orleans, and System Energy participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of Entergy Corporation and Subsidiaries (PRP). Participation is limited to one of these two plans and is at the invitation of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. The participant may receive from the appropriate Entergy company a monthly benefit payment not in excess of.025 (under the SRP) or.0333 (under the PRP) times the participantis average basic annual salary (as defined in the plans) for a maximum of 120 months. Mr. Hintz has entered into a SRP participation contract, and all of the other Named Executive Officers, (except for Mr. Buck,
- 195 -
Mr. Mcinvale and Mr. Regan) have entered into PRP participation contracts. Current estimates indicate that the annual payments to the Named Executive Officers under the above plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below.
System Executive Retirement Plan Table (1)
Annual Covered Years of Service Compensation 15 20 25 30+O
$ 200,000-
$90,000
$ 100,000
$ 110,000
$ 120,000 300,000 135,000 150,000 165,000 1A0,000 400,000 180,000 200,000 220,000 240,000 500,000 225,000 250,000 275,000 300,900 600,000 270,000 300,000 330,000 360,000 700,000 315,000 350,000 385,000 420,000 1,000,000 450,000 500,000 550,000 600,000 (1)
Benefits shown are based on a target replacement ratio of 50%:based on the years of service and covered ompsation shown. The benefits for 10, 15, and 20 or more years of service at the 45% and 55%
replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%/, and 5.011, respectively.
in 1993, Enterg Corporation adopted the System Execurtive-Retiremnent Plan (SERF).' Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy.New Orleans, and Systqm Energy are participating employers in the SERP. The SERP is an unfimded defined benefit plan offered at retirement to certain senior executives, which would currently include all the Named Executive Officers.
Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the executive retirement benefit plansdiscussed above. Covered pay under the SERP includes final annual base salary (see the Summary CompensptionTable above for the base salary covered by the SERP as of December 31, 1996) plus the Target Incentive Award (i.e., a percentage of final annual base salary) for the participant in effeqt.at retirement. Benefits paid under the SERP are calculated by multiplying the covered pay times target pay replacement ratios (45%, 5011% or 5511, dependent on job rating at retirement) that are attained, according to plan design, at 20 years of credited service. The target ratios are increased by 1% for each year of service over 20 yem, up to a maximum of 30 years of service. In accordance with the SERtP fomula, the target ratios are reduced for each year of service below 20,years. The credited years of service under this plan are identical to the years of service for Named Executive Officers (other than Mr. Bemis, Mr. Jackson, and Mr. McInvale) disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table".
Mr. Bemis, Mr. Jackson, and Mr.
Melnvale have 24 years, 23 years, and 15 years, respectively, of credited service under this plan.
The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a.50%
joint and survivor annuity. All SERP payments are guaranteed for ten years.. Other actuarially equivalent options are available to each retiree. SERP benefits are offset by any and all defined benefit plan payments from Entergy and from prior employers. SERP benefits are not subject to Social Security offsets.
Eligibility for and receipt of benefits under any of the executive plans described above are contingent upon several factors. The participant must agree, without the specific consent of the Entergy company for which such participant was last employed, not to take employment after retirement with any entity that is in competition with, or similar in nature to, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, resignation of employment, or termination of employment without Company permission.
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In addition to the non-bargaining unit employees Retirement Income Plan discussed above, Entergy Gulf States provides, among other benefits to officers, an Executive Income Security Plan for key managerial personnel.
The plan provides participants with certain retirement, disability, termination, and survivors' benefits. To the extent that such benefits are not funded by the employee benefit plans of Entegy Gulf States or by vested benefits payable by the participasw' former employers, Entrgy Gulf States is obigatwd to make supplaeme payments to participants or their survivors. The plan-provides that upon the death or disability of a participant during his employment, he or his designated survivors will receive (i) during the first year following his death or disability an amount not to exceed his annual base salary, and (ii) thereafter for a number of years until the participant attains or would have attained age 65, but not less than nine years, an amount equal to one-half of the participant's annual base salary. The plan also provides supplemental retirement benefis for life for participants *bring after reaching age 65 equal to one-balf of the participantfs average final compensation rate, with one-half of such benefit upon the death of the participant being payable to a surviving spouse for lif&.
Entegy Gulf States amended and restated the plan effective March 1, 1991, to provide such benefits for If upon termination of employment of a participating iicer or key manager employee without cause (as defined in the plan) or if the participant separates from employment for good reason (as defined in the plan), with 1/2 of such benefits to be payable to a surviving spouse for lif.
Further, the plan was amended to provide medical benefits for a participant and his family when the participant separates from service. These medical benefits generally continue until the participant is eligible to receive medical benefits from a subsequent employer, but in the case of a participant wvho is over 50 at the time of separation and was participating in the plan on March 1, 1991, medical benefits continue for life. By virtue of the 1991 amendment and restatement benefits for a participant under such plan cannot be modified once he becomes eligible to participate in the plan.
Compensation of Directors For information regarding compensation of the directors of Entergy Corporation, see the Proxy Statement under the heading "Compensation of Directors", which information is incorporated herein by reference. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy currently have no non-employee directors, and none of the current directors is compensated for his responsibilities as director.
Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans with a minumum of five years of service on the respective Boards of Directors are paid $200 a month for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. System Energy has no retired non-employce directors.
Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. For those directors who retired prior to the retiremeat age, their benefits are reduced. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as an advisory director are included in calculating this benefit.
- 197 -
Employment Contracts and Termination of Employment and Change-in-Control Arrangements Entergy Gulf States As a result of the Merge, Enteg Gulf States is obligated to pay benefits under the Executive Income Security Plan to those persons who were participants at the time of the Merger and who lat terminated th employment 4nder circumsac described in the plan.
For additional description of the benefits under the Executive Income Socurity Plan, se the "Pension Plan Tables-System Executive Retirement Plan Table" section noted above.
Personnel Committee Interlocks and Insider Participation t
The c a
of Entery A nsas, Entergy Gulf Stae, Entegy Loisiana, Entergy Mississippi, Entergy New Orleans, and System Energy executive officers was set by the Personnel Committee of Entergy Corportuons Board of Directors, composed solely of Directors of FEnUrgy Corporation. No officers or employees of any company participated in deliberations concerning compensation during 1996.
Item 12. Scut.
Ownership of Certin Beneficial Owners and Management Entmy Corporationowns 100% of the outstanding common stock of rqgistants Entergy Arknsas, EntergyGulfStates, EntegyLouisiana, Entergy Mississippi, Entergy New, Orleans, and System Energ.
The information with respec to perm s ]known by Entergy Corporation to be beneficial owners of more than 5% of Enterg Corporation's outstanding com~mon stock is include~d under the heading "Voting Securities Outstanding in the Proxy Statment, which information is incorporated herei by refince. The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.
The directors, the Named Executive Officers, and the directors and officers as a group for Entergy Corporation, Enter Arkansas, Energy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Omns, and System Energy, respectively,. beneficially owned directly or indirecy cmmmo stock of Enter Corporation as indicated:
0
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Name
-Entergy Corporation Michael B. Bemis **
W. Frank Blount*
John A. Cooper, Jr.*
Lucie J. Fjeldstad*
Dr. Norman C. Francis*
Donald C. Hintz**
Jerry D. Jackson**
Robert v.d. Luft*
Edwin Lupberger**
Jerry L. Maulden**
Adm. Kinnaird R. McKee*
Paul W. Murrill*
James R-Nichols*
Eugene H. Owen*
John N. Palmer, Sr.*
Robert D. Pugh*
H. Duke Shackelford*
Win. Clifford Smith*
Bismark A. Steinhagen*
All directors and executive officers Entergy Arkansas Michael B. Bemis' Donald C. Hintz***
Jerry D. Jakson**
R. Drake Keith*
Edwin Lupberger***
Jerry L. Maulden***
Gerald D. McInvale*
All directors and executive officers Entergy Corporation Common Stock Amount and Nature of Beneficial Ownershia(a)
Sole Voting and Other Investment Beneficial Power Ownershin(b) 11,480 4,434 6,934 3,384 1,200 8,779 11,615 3,684 34,392 25,015 2,467 2,917 5,078 3,092 16,481 6,700 8,750 5,600 7,637 263,181 11,480 8,779 11,615 13,189 34,392 25,015 16,030 189,117 10,000 7,500 14,411 41,324 (c) 20,000 6,500 (c) 4,950 (d) 149,685 10,000 7,500 14,411 7,174 41,324 (c) 20,000 10,000 137,909
-199-
Name Entergy Gulf States Michael B. Benis***
John J. Cordaro
- Frank F. Gallaher*
Donald C. Ifmtz***
Jerry D. Jackson***
Karen R. Johnson
- Edwin Lupberger***
Jerry L. Maulden***
Gerald D. Mclnvale
- All directors and executive officers Entergy Louisiana Michael B. Bemis"*
John J. Cordaro*
Donald C. Hintz***
Jerry D. Jackson***
Edwin Lupberger***
Jerry L. Maulden***
Gerald D. Mclnvale
- All directors and executive officers Entergy Mississippi Michael B. Benis***
Donald C. Hintz*
Jerry D. Jackqon***
Edwin Lupberger***
Jerry L. Maulden***
.Gerald D. Mclnvae***
Donald E. Meiners*
All directors and executive officers Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a)
Sole Voting and Other Investment Beneficial Power Ownershinfb) 11,480 6,833 20,401 8,779 11,615 349 34,392 25,015 16,030 180,976 11,480 6,833 8,779 11,615 34,392 25,015 16,030 187,772 11,480 8,779 11,615 34,392 25,015 16,030 11,982 177,804 10,000 5,000 7,500 7,500 14,411 41,324 (c) 20,000 10,000 135,735 10,000 5,000 7,500 14,411 41,324 (c) 20,000 10,000 135,735 10,000 7,500 14,411 41,324 (c) 20,000 10,000 10,000 140,735
- 200 -
Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(al Sole Voting and Other Investment Beneficial Name
- Power, Ownership(b)
-Entergy New Orleans Michael B.-Bemis**
11480 10,000 Jeky D. Jackso*** I 11,615 14,411 win Lupbrger* 4..
34,392 41,324 (c)
" J*"
err L. Ma
- d*~
.25,015 20,000
... rald D. Mcinvale**
16,030 10,000 Daniel F. Packer
- 3,164 All directors and executive officers 160,465 123,235 System Energy Louis E. Buck, Jr.**
80 Donald C. Hintz***
8,779 7,500 Edwin Lupberger***
34,392 41,324 (c)
Jerry L. Maulden*
25,015 20,000 Gerald D. Mclnvale***
16,030 10,000 William J. Regan*
202 All directors and executive officers 89,185 78,824 Director of the respective Company Named Executive Officer of the respective Company Director and Named Executive Officer of the respective Company (a)
Based o information furnished by the respective individuals. Except as noted, each individual has sole voting and investnment power. The amount owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding securities of any class of security so owned.
(b)
Includes, for the Named Executive Officers, shares of Entergy Corporation common stock in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan as follows: Michael B. Bemis, 10,000 shares; John J. Cordaro 5,000 shares; Frank F. Gallaher, 7,500 shares; Donald C. Hintz, 7,500 shares; Jerry D. Jackson, 14,411 shares; R. Drake Keith, 7,174 shares; Edwin Lupberger, 38,824 shares; Jerry L. Maulden, 20,000 shares; Gerald D. Mclnvale, 10,000 shares; and Donald E. Meiners, 10,000 shares.
(c)
Includes, for the Named Executive Officers, shares of Entergy Corporation common stock held by their spouses. The named persons disclaim beneficial ownership in these shares as follows: Edwin Lupberger, 2,500 shares; and Robert D. Pugh, 6,500 shares.
(d)
Includes 4,950 shares owned by the estate of Mrs. Shackelford, of which H. Duke Shackelford disclaims beneficial ownership.
-201-
Item 13. Certain Relationshs and Related Transactions Information called for by this item comcerning the directors and officers of Entergy Corporation is set forth under the heading "Certain Transactions" in the Proxy Statement, which information is incorporated herein by reference.
See Item 10, "Directors and Executive Officers of the Registrants," for information on certain relationships and transactions required to be reported under this item.
Other than as provided under applicable corporate laws, Enterp. does not have policies whereby transactions involving executive officers and directors are approved by a majority of disinterested directors.
- Howev, pursat to the Entergy Corporation Code of Coduct transactions involving an Energy and its executive officers must have prior approval by the next higher reporting level of that individual, and transactions involving an EMgy company"and its directors must be reported to the secretary of the appropriate company.
- 202 -
PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)l.
Financial Statements and Independent Auditors' Reports for Enttrgy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Index to Financial Statements (see pages 38 and 39)
(a)2.
Financial Statement Schedules Reports of Independent Accountants on Financial Statement Schedules (see page 214)
Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)
(a)3.
Exhibits Exhibits for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Exhibit Index (see page E-l). Each management contact or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.
(b)
Reports on Form 8-K Enterv Corporation A current report on Form 8-K, dated October 11, 1996, was filed with the SEC on October 11, 1996, icporting information under Item 5. "Other Events".
A current report on Form 8-K, dated December 18, 1996, was filed with the SEC on December 18, 1996, reporting information under Item 5. "Other Events-.
A current report on Form 8-K, dated February 7, 1997, was filed with the SEC on February 18, 1997, reporting information under Item 2. "Acquisition of Assets" and Item 5. "Other Events".
fEterg v Corporation and Enteruv Arkansas A current report on Form 8-K, dated October 23, 1996, was filed with the SEC on October 29, 1996, reporting information under Item 5. "Other Events".
Enterry Corporation and Entergy Gulf States A current report on Form 8-K, dated November 27, 1996, was filed with the SEC on November 27, 1996, reporting information under Item 5. "Other Events".
EXPERTS The statements attributed to Sandlin Associates regarding the analysis of River Bend Construction costs of Entergy Gulf States under Iteml1. '"Rate Matters and Regulation - Rate Matters - Retail Rate Matters - Entergy Gulf States' and in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements and Entergy Gulf States' Financial Statements, '"tate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts.
- 203 -
ENTERGY CORPORATION SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hemrento duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof ENTERGY CORPORATION By
/s/ Louis E. Buck Louis E. Bu*, Vice President and Chief Accounting Officer Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof Sienature Title Date
/s/Louis E. Buck Louis E. Buck Vice President and Chief Accounting Officer (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Gerald D. MeInvale (Executive Vice President and Chief Financial Officer, Principal Financial Officer); W. Frank Blount, John A. Cooper, Jr., Lucie J. Fjeldstad, N. C. Francis, Kaneaster Hodges, Jr., Robert v.d. Luf1, Kinnaird R. McKee, Paul W. Murrill, James R. Nichols, Eugene H. Owen, John N. Palmer, Sr., Robert D. Pugh, H. Duke Shackelford, Win. Clifford Smith, and Bismark A. Steinhagen (Directors).
By:
/s/ Louis E. Buck (Louis E. Buck, Attorney-in-fact)
March 10, 1997
- 204 -
ENTERGY ARKANSAS, INC.
SIGNATURES pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY ARKANSAS, INC.
By
/s/LouisE. Buck Louis E. Buck, Vice President, Chief Accounting Officer and Assistant Secretary Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof Signature Title Date
/s/Louis E. Buck Louis E. Buck Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director, Principal Executive Officer); Gerald D. Mclnvale (Executive Vice President, Chief Financial Officer, and Director,' Principal Financial Officer); Michael B. Benis, Donald. C. Hintz, Jerry D.
Jackson, R. Drake Keith, and Jerry L. Maulden (Directors).
By:
/s/Louis E. Buck March 10, 1997 (Louis E. Buck, Attorney-in-fact)
- 205
ENTERGY GULF STATES, INC.
SIGNATURES Pursuant to the requirements of Section 13,or 15(d) of the Securities!Exchange Act of 1934, the registrant has duly caused this report to be signed om its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
GI.
ENTERGY GULF STATES, INC.
By
/s/ Louis E. Buck Louis E. Buck, Vice President, Chief Accounting Officer and Assistant Secretary Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The Isignature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Simnature Title Date
/s/ Louis E. Buck Louis E. Buck Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Gerald D. Molnvale (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Michael B. Bemis, John J. Cordaro, Frank F.
Gallaher, Donald C. H-ntz, Jerry D. Jackson, Karen R. Johnson, and Jerry L. Maulden (Diectors).
By:
/s/ Louis E. Buck March 10, 1997 (Louis E. Buck, Attorney-in-fact)
- 206 -
ENTERGY LOUISIANA, INC.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY LOUISIANA, INC.
By
/s/ Louis E. Buck Louis E. Buck, Vice President, Chief Accounting Officer and Assistant Secretary Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Sianture Title Date
/s/ Louis E. Buck Louis E. Buck Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Gerald D. Mclnvale (Executive Vice President, Chief Financial Officer, and Director, Principal Financial Officer); Michael B. Bemis, John J. Cordaro, Donald C.
Hintz, Jerry D. Jackson, and Jerry L. Maulden (Directors).
By:
/s/ Louis E. Buck March 10, 1997 (Louis E. Buck, Attorney-in-fact)
- 207 -
ENTERGY MISSISSIPPI, INC.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of te Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY MISSISSIPPI, IJC..
By Is/Louis E. Buck Louis E. Buck, Vice President, Chief Accounting Officer and Assistant Secretary Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of thebundersigned shall be deemed to relate only to matters having refter to the above-named company and any subsidiaries thereof.
Sienature Title Date
/s/Louis E. Buck
. Louis E. Buck Vice President,. Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Gerald D. Mcinvale (Executive Vice President, Chief Financial Officer, and Director;, Principal Financial Officer); Michael B. Bemis, Donald C. Hintz, Jerry D.
Jackson, Jerry L. Maulden, and Donald E. Meiners (Directors).
By:
/s/ Louis E. Buck (Louis E. Buck, Attorney-in-fact)
March 10, 1997
- 208 -
ENTERGY NEW ORLEANS, INC.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly atozed.,The signature of the undersigne company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY NEW ORLEANS, INC.
By Is/ Louis E. Buck Louis E. Buck, Vice President, Chief Accounting Officer and Assistant Secretary Date: March 10, 1997 Pursuant to terequirements of the Securities Exchange Act of 1934, this report has been signed below by the followig person on behalf of the re istrant and in the capacities and on the dates indicated. The signature of each of te undersignd shall be deemed to relate only to mattershaving reference to the aboveamed company and any subsidiaries thereof.
Sipnature Title Date Is/ Louis E. Buck Louis E. Buck Vice President, Chief Accounting
.Officer and Assistant Secretary (Principal Accounting Officer)
March 10, 1997 Edwin Lupberger (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer);. Gerald D. Mclnvale (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Jerry D. Jackson, Jerry L. Maulden, and Daniel F.
Packer (Directors).
By:
/s/ Louis E. Buck March 10, 1997 (Louis E. Buck, Attorney-in-fact)
- 209 -
SYSTEM ENERGY RESOURCES, INC.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,, theeuto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reftrwc to such company and any subsidiaries thereof.
SYSTEM ENERGY RESOU*CES, INC.
By
/s/ Louis E. Buck Louis E. Buck, Vice President and Chief Accounting Officer Date: March 10, 1997 Pursuant to the requirements of the Securities Exchange Act-of 1,934, this report has been signed below by the foflowing persons on behlf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having refirence to the above-nod company and any subsidiaries thereof.
Simnature Titde Date
/s/ Louis E. Buck Louis E. Buck Vice President and Chief Accounting Officer (Principal Accounting Officer)
March 10, 1997 Donald C. Hintz (President, Chief Executive Officer -and Director; Principal Executive Officer); Gerald D. McInvale (Executive Vice President, ChiefFinancial Officer, and Director; Pincpal Financial Officer); Edwin Lupberger (Chairmnan of the Board), and Jerry L. Maulden (Directors).
March 10, 1997
-210-BI
/s/ Louis E. Buck (Louis E. Buck, Attorney-in-fact)
CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Post-Effecive Amendment Nos. 2, 3, 4A, and 5A on Form S-8 and the related Prospectuses to the registration statement of Entergy Corporation on Form S-4 (File Number 33 54298) and on Form S-3 (File Numbers 333-02503 and 333-22007) of our reports dated February 13, 1997, on our audits of the consolidated financial statements and consolidated financial statement schedules of Entergy Corporation as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports include an emphasis paragraph related to a rate-related contingency and an explanatory paragraph related to changes in accounting methods for the impairment of long-lived assets and for long-lived assets to be disposed of and incremental nuclear plant outage maintenance costs by certain of the Corporation's subsidiaries, and are included in this Annual Report on Form 10-K.
We consent to the incorporation by reference in the registration statements and the related Prospectuses of Entergy Arkansas, Inc. (formerly Arkansas Power & Light Company) on Form S-3 (File Numbers 33-36149, 33 48356, 33-50289, 333-00103 and 333-05045) of our reports dated February 13, 1997, on our audits of the financial statements and financial statement schedule of Entergy Arkansas, Inc. as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports include an explanatory paragraph related to the Company's 1995 change in its method of accounting for incremental nuclear plant outage maintenance costs, and are included in this Annual Report on Form 10-K.
We consent to the incorporation by reference in the registration statements and the related Prospectuses of Entergy Gulf States, Inc. (formerly Gulf States Utilities Company) on Form S-3 (File Numbers 33-49739 and 33 51181), Form S-8 (File Numbers 2-76551 and 2-98011) and on Form S-2 (File Number 333-17911), of our reports dated February 13, 1997, on our audits of the financial statements and financial statement schedule of Entergy Gulf States, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which reports include an emphasis paragraph related to a rate-related contingency and an explanatory paragraph related to a change in accounting for the impairment of long-lived assets and long-lived assets to be disposed of, and are included in this Annual Report on Form 10-K.
We consent to the incorporation by reference in the registration statements and the related Prospectuses of Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company) on Form S-3 (File Numbers 33-46085, 33 39221, 33-50937, 333-00105, 333-01329 and 333-03567) of our reports dated February 13, 1997, on our audits of the financial statements and financial statement schedule of Entergy Louisiana, Inc. as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which are included in this Annual Report on Form 10-K.
We consent to the incorporation by reference in the registration statements and the related Prospectuses of Entergy Mississippi, Inc. (formerly Mississippi Power & Light Company) on Form S-3 (File Numbers 33-53004, 33-55826 and 33-50507) of our reports dated February 13, 1997, on our audits of the financial statements and financial statement schedule of Entergy Mississippi, Inc. as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which are included in this Annual Report on Form 10-K.
We consent to the incorporation by reference in the registration statements and the related Prospectuses of Entergy New Orleans, Inc. (formerly New Orleans Public Service Inc.) on Form S-3 (File Numbers 33-57926 and 333-00255) of our reports dated February 13, 1997, on our audits of the financial statements and financial statement schedule of Entergy New Orleans, Inc. as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which are included in this Annual Report on Form 10-K.
-211 -
v t consen to met mcorporauon Dy reterence m the regsraon statements and the related Prospectuses of System Energy Resources, Inc. on Form S-3 (File Numbers 33-47662, 33-61189 and 333-06717) of our report dated February 13, 1997, on our audits of the financial statements of System Energy Resources, Inc. as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which report includes an explanatory paragraph related to the Company's 1996 change in its method of accounting for incremental nuclear plant outage maintenance costs, and is included in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana I_
March 7, 1997
-212-
EXHIBIT 23(b)
CONSENT We consent to the refernce to our firm under the heading "Experts" and to the inclusion i this Annual Report on Form 10-K of Entergy Gulf States, Inc. of the statements (Statements) regarding the analysis by our Firm of River Bend constructiom costs which are made herein under Part I, Rern 1. Business - -Rate Matters and Regulation" and in the discussion of Texas jurisdictional matters set forth in Note 2 to Entergy Gulf States' Financial Statmnts and.Note,2 to Entergy Corporatfim and Subsidiaries' Consolidate&Financial Statements appearing as Item 8. of Part II of this Form 10-K, which Statements have been prepared or reviewed by us (Sandlin Assotes). We also consent to the incorporation by reference in the registration statements of Entergy Gulf States on Form S-3 (File Numbers 33-49739 and 33-51181), Form S-8 (File Numbers 2-76551 and 2-98011) and on Form S-2 (File Number 333-17911) of such reference and Statements.
SANDLIN ASSOCIATES Management Consultants Pasco, Washington March 10, 1997
-213-
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors and the Shareholders of Entergy Corporation We have audited the financial statements of Enter Corporation and Subsidiaries and the financial statments of Entry Arkansas, Inc. (fopnedyAdkansas Power & Light Company), Enteg Gulf States, Inc. (fornmely Gulf States U tilities Company), Ezntry Louisn Inc. (formary Louisiaha. Power & Light Company),
terg mssissippi, Inc. (formedy Mississippi Power & Ligt Company) and Entery New Orleans, Inc. (formerly New Odeans Public Service Inc.) as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, and have issued our reports, included elsewhere in this Form 10-K, thereon dated February 13, 1997, which reports as to Entr Corporation and Entergy Gulf, States, Inc. include an emphasis paragraph related to a rate-related coningency and an explanatory paragraph related to a change in accounting for impairment of long-lived assets and long-lived assets to be disposed of, and which reports as to Entergy Corporation and Entergy Arkansas, Inc. include an explanatory paragraph related to changes in accounting for incremental nuclear plant outage maintenance expenses.
In connection with our audits of such financial statements, we have also audited the related financial statement schedules included in Item 14(a)2 of this Form 10-K.
In our opinion the financial statemeit schedules re&ned to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana February 13, 1997
-214-
INDEX TO FINANCIAL STATEMENT SCHEDULES Schedule Pae I
Financial Statements of Enter Corporation:
Statements Of income - For the Years Ended December 31, 1996,
" 1995, and 1994 S-2 Statements of Cash Flows - For the Years Ended December 31, 1996, 1995, and 1994 S-3 Balance Sheets, December 31, 1996 and 1995 S-4 Statements of Retained Earnings and Paid-In Capital - For the Years Ended December 31, 1996, 1995, and 1994 S-5 Valuation: and Qualifying.Accounts 1996, 1995, and 1994:
Ater Corporatio and Subsidiaries S-7 Entergy Arkansas, Inc.
S-7 Entergy Gulf States, Inc.
S-9 Enteg Louisiana,.
S-Ic Entergy Mississippi, Inc.
S-I Entergy New Orleans, Inc..
S-1l Schedules other than those listed above are omitted because they are not required, not applicable or the required i&nmation is shown in the financial statements or notes thereto.
Columns have been omitted from schedules filed because the information is not applicable.
S-1
ENTERGY CORPORATION SCHEDULE I-FINANCIAL STATEMENTS OF ENTERGY CORPORATION STATEMENTS OF INCOME For the Years Ended December 31, 1996 1995 1994 (In Thousands)
Income:
EqaltY in income of subsidiaries Interest on tempomay investments Total E xpenses and Othe Deductions:
Admini stitive and general expenses incme taxes (credit)
Taxes other than Income (Credit)
Intws (credit)
Total Net Income
$459,350
. 4,840.,
464,190*
34,402, 828 10,491 44,163
$549,144 i.$3.69,701 20,64 25,496 569,795 395,197 53,872-57,846 (5,383)
(6,350) 1,102 465 214 1,395
- 49,805
~
4 53356
$519,980
$341,841 See Enterg Corporaton and Subsidiaries Notes to Financial Statements in part IL, item 8.
S-2
I ENTERGY CORPORATION SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION STATEMENTS OF CASH FLOWS Net hmoase Nancah item included in net income:
Equity in ornings aftfbldillies Ddered income ums Changs in woring capit:
Rncbles Othe w-shig capita accounts Cemma sock di&vdende i, m rbdeived Net canfow provded by operain activities hvvesing Acivities Investinet inwjsi~diaries Proceeds received from the sale 0fpr0pertY Advameto subsidiary For the Years Ended December 31, 1996 S420,027 (459,350) 8,499 1,628 3,232 9,919 (1,170) 554,200 (3,524) 1995 I994 (is o..*
S519,980 (2,024) 1,421 2,161 (3,776)
(1,701) 565,589 8,652 533,461 541,153 711,776 (266,681)
(477,709) 221,540 f'266.681)
Net csh Row Uned in invesing activities Financing Acmtivii 20,000 (405,346) 118,087 Changes in ot-eam bomowinp.
Conmmon sock dividmdk paid Isuance ofoommon stock Net cah flow used inlinancing activities Net increa (dcrease) in cash and cash equivalev s Cash and cuah eWquivaents at beginning ofPeriod Cash and cash equivaleis at end ofperiod (408,553)
(43,000)
(410,2M3)
(119,486)
(267,259)
(408,553)
(572,709)
(479)
(123,564) 129,144 252,708 152,551
$128,665 S129,144 S252,708 See Entergy Cam ration ad Subsidiaries Notes to Fnancial Statements in Part U., Item 8.
S-3
$341,841 (369,701)
-7,007 959 (5,085)
(11,945)
(2,563) 763,400 (M2137)
(49,892)
(3,178) 26,000 (11,840)
(l8,91O)
(256.169)
M66-691) 100,157
ENTERGY CORPORATION SCBEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION BALANCE SHEETS ASSETS Current Assets:
Cash and cash equivalents:
Cash Temporary cash investments - at cost, which approximates market:
Associated companies Other Total cash and cash equivalents Accounts receivable:
Associated companies other Interest receivable Other Total Investment in Wholly-owned Subsidiaries
-Deferred Debits TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:
Notes Payable Accounts payable:
Associated companies Other Interest Accrued Other current liabilities Total Deferred Credits and Noncurrent Liabilities Shareholders' Equity:
Common stock, $.01 par value, authorized 500,000,000 shares; issued 234,456,457 shares in 1996 and 230,017,485 shares in 1995 Paid-in capital Retained earnings Cumulative foreign currency translation adjustment Less cost of treasury stock 1,496,118 shares in 1996 and 2,251,318 shares in 1995)
Total common shareholders' equity Total
$6,761,992
$6,549,853 See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part I, Item 8.
S-4 December 31, 1996 1995 (In Thouands)
$23
$25 57,986 70,656 128,665 5,940 378 20,389 155,372 29,180
.99,939 129,144 8,697 356 497 9,511 148,205 6,531,729 6,354,267 74,891
$6,761,992 47,381
$6,549,853
$20,000 11,613 22 188 15,638 47,461 73,616 762 1,142 5,930 7,834 70,299 2,300 4,201,483 2,335,579 (67,642) 6,471,720 2,345 4,320,591
.2,341,703 21,725 (45,449) 6,640,915
ENTERGY CORPORATION SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL For the Year. Ended Deember 31, 1996 1995 1994 (In Tbouads)
$2,335,579 Retained Earnings, January 1 Add:
Netincame Total Deduct:
Divideads declared an common stock Common stock retirements.
Capital stock and other expenses Total Retained Earnings, December 31 Paid-in Capital, January 1 Add:
Gain (loss) on reacquisition of subsidiaries' preferred stock Common stock ismiunces related to stock plans Total Deduct Common stock retirements Capital stock discounts and other expenses Total Paid-in Capital, December 31 420,027 2,755,606 412,250 1,653 413,903
$2,341,703
$4,201,483 1,795 117,560 4,320,838 247 247
$4,320,591
$2,223,739
$2,310,082 519980 341,841 2,743,719 2,651,923 409,801 411,806 13,940 (1,661) 2,438 408,140 428,184
$2,335,579
$2,223,739
$4,202,134
.$4,223,682 (26)
(23)
(3,002) 4,199,106 4,223,659 22,468 (2,377)
(943)
(2,377) 21,525
$4,201,483
$4,202,134 See Entergy Corporaion and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8.
S-5
ENTERGY CORPORATION*AND SUBSlDIAMIES SCHEDULE H - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 19, 199S, nad 1994 (in Tho"wusds)
Cel-- A Cobm B Cabumn C Caomm D Cobn. E Odwr Addicts.
Deducmli Balance at frem Balance Beiin.ing Charged to Provision at End Year ended December 31, 1996 Accumulated Provisions Deducted fron Asts Doubtful Accounts Other Total Accumulated Provisions Not Deducted from Asset Property, nsunce Injures and damages (Note 2)
Enviironmenta Total Year ended December 31,1995 Accumulated Provisions Deducted from Assets Doubtfil Accounts Other Total Accumulated Provisions Not Deducted from Assert Property insurance Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted from Assets:
Property instuance Iuries and damages (Note 2)
Environmental Total of Period Income fl~ow 1J 01 reimn
$7,109
$18,403
$17,690
$7,822 12,337 12,337
$19TI,446 --
18403 0,027 S36,733
$26,136 S27,843
$35,026 "19,981 23,373 17,209 26.145, 40,262 2,599 5,142 37,719 S96,976 S52,108
$S,9 98,89%
$6,740
$14,586
$14,217
$7,109
$0 12,337
$12,337
$6,740
$26"2
$f14,217
$19,446
$32,871
$16,263
$12,401
$36,733 22,066 11,667 13,752 19,981 42,739 7,639 10,116 40,262 s97,676
$35,569W S3,6 96,976
$8,808
$8,266
$10,334
$6,740
$34,546
$25,592
$27,267
$32,871 23,096 10,993 12,023 22,066 26,753 21,292 5,306 42,739
$84,395
$57,877
$44,596 S97,676 Notes:
(1) Deductions fiom provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
S-6 I-
ENTERGY ARKANSAS, INC.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1996, 1995, and 1994 (In Thousands)
Cohmn A Counm B COMM C Cobm-D Cohman E Other Addifom Changes Balance at fotem Ba)ace
-Beghuinig.
Charged to Prewbioms t*t End Desectloda of Period 1100"e (Note 1) of Period Year ended December 31, 1996 Accumulated Provisions Deducted from Assets Doubtfu Accounts Accumulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total Year endedDecember 31, 1995 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental..
Total Year ended December 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Azcounts Accumulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total
$2,058
$5,341 S5,073
$2,326
$900 1,810 96,514
$9,224
$8,808 2,980 1,320
$139108
$9,694
$14 1,980 2,810 2,671 5,163
$14,345
$7,987
"$1,950
$3,997
$3,889
$2,058
$1,916
$4,810
$5,826
$900 2,660 710 1,560 1,810 5,350 4,435 3,271 6,514
$9,926
$9,955
$10,657
$9,224
$2,050
$1,967
$2,067
$1,950
$2,821
$18,782
$19,687
$1,916 3,259 1,316 1,915
.2,660 6,825 1,510 2,985 5,350
$12,905
$21,608
$24,587
$9,926 Notes:
(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated.cost of settling claims for injuries and damages.
S-7
. I
ENTERGY GULF STATES, INC.
SCHEDULE H - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1996, 1995, and 1994 (In Thousands)
Celmm A Colmn B ColumM C Colum D Column E Other Addilms Change.
Deduction Balance at from Balance Beginnng Charged to Prviuim atEnd Desiptiomn of Perod Incmew (Note 1) otlPeriod I MYT GJuu LMDCMDDU J1, I7YU Accumulated Provisions Deducted forn Assets Doubtfid Accounts Accumulated Provisions Not Dheutd from Asses Prapaty inuac yuries and damages (Note 2)
Environmental Total Year ended December 31, 1995 Accu lated Provisions Deducted form Assets Doubtfil Acounts Accumulated Provisions Not Deducted firn Assets Propery nmksnz Injuries and damages (Note 2)
Environmental Total Year ended Decenber 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted from Assets Prnpery surance Injuries and damages 04ot 2)
Environmental Total
$1,608 S4,709
$4,320
$1,997
$14,141
$5,899
$3,037
$17,003 5,199 7,955 3,560 9,594 21,864 365 400 21,829
$41,204
$14,219
$6,997
$48,426
$715
$3,715
$2,822
$1,608
$10,451
$6,396
$2,706
$14,141 6,922 6,243 7,966 5,199 20,314 2,483 933 21,864
$37,687
$15,122
$11,605
$41,204
"$2,383
$701
$2,369
$715
$10,872
$2,170
$2,591
$10,451 9,469 2,970 5,517 6,922 18,151 2,589 426 20,314
$38,492
$7,729
$8,534
$37,687 Notes:
(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
S-8
ENTERGY LOUISIANA, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1996, 1995, and 1994 (In Thousands)
Ceh-mn A Colum B
COWER C Co-umn D Column E Othier Add~inucs Changes.
Dedwuedo Balamne at from Balamne Charged to Provisin t-at End Desip*an otf Period Income (Note 1) of Period Year eanded Decembet 31, 1Y9 Accumulated Provisions Deducted from Assts Doubtful Accounts Accumulated Provisions Not Deducted from Assets:
Propeaty in caie Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1995 Accumulated Provisions Deducted from Assets Doubtful Accounts Accunmulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total
$1,390
$3,241
$3,202
$1,429
$1,013 8,414 11,379
$20,806
$4,583 10,646 495
$15.724
$5,335
$261 9,617 9,443 1,895 9,979
$16,847
$19,683
$1,175
$2,450
$2,235
$1,390
$814
$3,537
$3,338 S1,013 7,350 4,486 3,422 8,414 16,394 (89) 4,926 11,379
$24,558
$7,934
$11,686
$20,806
$1,075
$2,023
$1,923
$1,175
$2,388
$3,120
$4,694
$814 4,779 5,848 3,277 7,350 1,237 16,868 1,711 16,394
$8,404
$25,836
$9,682
$24,558 Notes:
(1) Deductions from provisions represent losses or expenses for which the respective provisions were created In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
S-9
ENTERGY MISSISSIEPPI, INC.
SCHEDULE H - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1996,1995, and 1994 (In Thousands)
C~umACohnmn B
Cebu=m C CobmnnnD Cobwnn E Oiber Addld.
Changes Deductions Balance at from Balance Beghuaig Charged to Proisions Iat End Descriplion of Period Income (NOte 1) of Period, Year ende December 31, 1996 Accumulated Provisions Deducted from Assts Doubtfil Accounts Accumulated Provisions Not Deducted from Assets:
Propely isurance Injuries and damages (Note 2)
Earvironmental Total Year ended December 31, 1995 Accumulated Provisions Deducted from Assets Doubtfi Accounts Accumulated Provisions Not Deducted from Assets:
Propertyisuace Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumuldated Provisions Not Deducted from Asaets:
Property inurnce Ityuries and damages (Note 2)
Environmental Total
$1,585
.$2,996
$3,207 I
$1,374
$5,013 2,565 467
$8,045
$6,846 928 330
$8,104
$9,777
$,8 588 2,905 104 693
$10,469-S5,68
$2,070
$1,691
$2,176
$1,585
$3,779
$1,520
$286
$,1 3,725 (1,154) 6 2,565 684 735 952 467
$818$1,101
$124
$8F,045
$2,470
$1,897
$2,297
$2,070
$2,554 3,478 500
$6,532
$1,520 365 300
$2,185
$295 118 116
$529
$3,779 3,725 684
$8,188 Notes:
(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. Ini the case of the provision for doubtful accounts, such deductions are reduced by recooveres of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
s-1 0
ENTERGY NEW ORLEANS, INC.
SCHEDULE H - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1996, 1995, and 1994 (In Thousands)
Conmn A Colmn B Cohn.. C Coumnm D Colun E Deductie Balance at from Balance Bm Charged to Provisien at End Desipt*m of PCilo Income (NOte 1)
UiPeriod Year ende December 31, 1996 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted firm Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1995 Accumulated Provisions Deducted from Assets Doubtfu Accomts Accumulated Provisions Not Deducted from Assets:
Propert insurance Injuries and damages (Note 2)
Environmental Total Year ended December 31, 1994 Accumulated Provisions Deducted from Assets Doubtful Accounts Accumulated Provisions Not Deducted from Assets:
Property insurance Injuries and damages (Note 2)
Environmental Total
$468
$2,116
$1,888
$696
$15,666 1,993 38
$17,697 864 89
$953 1,464 72
$1,536
$15,666 1,393 55
$17,114
$830
$2,733
$3,095
$468
$15,911
$245
$15,666 1,409 1,382 798 1,993 (3) 75 34 38
$17,317
$1,457
$1,077
$17,697
$830
$1,678
$1,678
$830
$15,911
$15,911 2,111 494 1,196 1,409 40 25 68 (3)
$18,062
$519 i1,264
$17,317 Notes:
(1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
S-11
EXHIBIT INDEX The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the SEC, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference.
The exhibits marked with a (+) are management contracts or cmpmsatory plans or arrangements required to be-filed herewith and required to be identified as such by Item 14 of Form 10-K. Refvnce is made to a duplicate list of exhibits being filed as a part of this Form 10-K, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being physically filed with this Form 10-K.
(3) (1) Articles of Incorporation Entergy Corporation (a) 1 -
Certificate of Incorporation of Entergy Corporation dated Decembor 31, 1993, (A-l(a) to Rule 24 Certificate in 70-8059).
System Energy (b) 1 -
Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-5399).
Entergy Arkansas (c) 1 -
Amended and Restated Articles of Incorporation of Entergy Arkansas and amendments thereto through April 22, 1996 (3(a) to Form 10-Q for the quarter ended March 31, 1996 in 1-10764).
Entergy Gulf States (d) 1 -
Restated Articles of Incorporation of Entergy Gulf States and amendments thereto through April 22, 1996 (3(b) to Form 1o-Q for the quarter ended March 31, 1996 in 1-2703).
Entergy Louisiana (e) 1 -
Restated Articles of Incorporation of Entergy Louisiana and amendments thereto through April 22, 1996 (3(c) to Form 10-Q for the quarter ended March 31, 1996 in 1-8474).
Entergy Mississippi
- (f) 1
-Restated Articles of Incorporation of Entergy Mississippi and amendments thereto through January 28, 1997 Entergy New Orleans (g) 1 -
Restatement of Articles of Incorporation of Entergy New Orleans and amendments thereto through April 22, 1996 (3(e) to Form 10-Q for the quarter ended March 31, 1996 in 0-5807).
E-1
(3) (ii) By-Laws (a)
By-Laws of Entergy Corporation effective August 25, 1992, and as presently in effect (A-2(a) to Rule 24 Certificate in 70-4059).
(b)
By-Laws of System Energy effective May 4, 1989, and as presently in effect (A-2(a) in 70 5399).
(c)
By-Laws of Entergy Arkansas as amended effective May 5, 1994, and as presently in effect (3(d) to Form 10-Q for the quarter ended June 30, 1994).
(d)
By-Laws of Entergy Gulf States as amended effcive May 5, 1994, and as presently in effect (A-12 in 70-4059).
(e)
By-Laws of Entergy Louisiana effective January 23, 1984, and as presently in effect (A-4 in 70-6962).
(f)
By-Laws of Entergy Mississippi effective April 5, 1995, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1995 in 0-320).
(g)
By-Laws of Entergy New Orleans.effective May 5,,1994, and as presently in effect (3(g) to Form 10-Q for the quarter ended June 30, 1994 in 0-5807).
(4) Instruments Defining Rights of Security Holders, Including Indentures Entergy Corporation (a) I -
See (4)(b) through (4)(g) below for instruments defining the rights of holders of long-term debt of System Energy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.
(a) 2 Credit Agreement, dated as of October 3, 1989, between System Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent (B-1(c) to Rule 24 Certificate, dated October 6, 1989, in 70-7668).
(a) 3 First Amendment, dated as of March 1, 1992, to Credit Agreement, dated as of October 3, 1989, between System Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent (4(a)5 to Form 10-K for the year ended December 31, 1991 in 1-3517).
(a) 4 -
Second Amendment, dated as of September 30, 1992, to Credit Agreement dated as of October 3, 1989, between System Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent (4(a)6 to Form 10-K for the year ended December 31, 1992 in 1-3517).
(a) 5 Security Agreement, dated as of October 3, 1989, as amended, between System Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent (B-3(c) to Rule 24 Certificate, dated October 6, 1989, in 70-7668), as amended by First Amendment to Security Agreement, dated as of March 14, 1990 (A to Rule 24 Certificate, dated March 7, 1990, in 70-7668).
E-2
(a) 6 -
Consent and Agreement, dated as of October 3,1989, among System Fuels, The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent, Entergy Arkansas, Entergy Louisiana, and System Energy (B-5(c) to Rule 24 Certificate, dated October 6, 1989, in 70-7668).
(a) 7 -
Guaranty of Entergy Corporation dated October 12, 1995 of Entergy Enterprises' payment and performance under Guaranty of Entergy Enterprises dated October 12, 1995, of amounts payable by EP Edegel, Inc. to reimburse Union Bank of Switzerland for drawings on Letter of Credit in amount of $10 million (filed as Exhibit C-l(l) to Form U5S for the year ended December 31, 1995).
(a) 8 -
Guaranty and Guaranty Agreement, each dated as of November 27, 1995, by Entergy Corporation to Union Bank of Switzerland, as Aget, of payment and performanme of the Guaranty and Guaranty Agreement, by Entergy Enterprises of amounts payable by EP Edegel, Inc. pursuant to Union Bank of Switzerland Credit Agreement, each as amended by First Amendment, dated as of March 12, 1996 between Entergy Corporation and Union Bank of Switzerland (filed as Exhibit C-16) to Form U5S for the year ended December 31, 1995).
(a) 9 -
Share Sale Agreement (Revised) of December 12, 1995, relating to acquisition of CitiPower Limited, among State Electricity Commission of Victoria, the State of Victoria, Entergy Victoria LDC, Entergy Victoria Holding LDC and Entergy Corporation (filed as Exhibit C 1(o) to Form U5S for the year ended December 31, 1995 pursuant to Rule 104).
(a) 10-Multi-Option Syndicated FacilityAgreement dated as of January 5, 1996, among CitiPower Limited as Borrower, Commonwealth Bank of Australia as Facility Agent, Bank of America N.T. & S.A. as Arranger, and Commonwealth Bank of Australia as Security Trustee (filed as Exhibit C-l(p) to Form U5S for the year ended December 31, 1995).
(a) 11 -
Undertaking Agreement, dated as of March 7, 1996, of Entergy Corporation to Commonwealth Bank of Australia as Facility-Agent, of CitiPower-Limited's obligations up to maximum of
$7,367,000 under the Multi-Option Syndicated Facility Agreement (filed as Exhibit C-l(q) to Form U5S for the year ended December 31, 1995).
- (a) 12-Credit Agreement, dated as of September 13, 1996, among Entergy Corporation, Entergy Technology Holding Company, the Banks (The Bank of New York, Bank of America NT &
SA, The Bank of Nova Scotia, Banque Nationale de Paris (Houston Agency), The First National Bank of Chicago, The Fuji Bank Ltd., Societe Generale Southwest Agency, and CIBC Inc.) and The Bank of New York, as Agent (the "Entergy-ETHC Credit Agreement").
- (a) 13 -
Amendment No. 1, dated as of October 22, 1996 to Credit Agreement Entergy-ETHC Credit Agreement.
- (a) 14-Guaranty and Acknowledgment Agreement, dated as of October 3, 1996, by Entergy Corporation to The Bank of New York of certain promissory notes issued by ETHC in connection with acquisition of 280 Equity Holdings, Ltd.
- (a) 15 -
Amendment, dated as of November 21, 1996, to Guaranty and Acknowledgment Agreement by Entergy Corporation to The Bank of New York of certain promissory notes issued by ETHC in connection with acquisition of 280 Equity Holdings, Ltd.
E-3
- (a) 16-Guaranty and Acknowledgment Agreement, dated as of November 21, 1996, by Entergy Corporation to The'Bank of New York of certain promissory notes issued by ETHC in conection with acquisition of Senty.
- (a) 17-Amended and Restated Credit Agreement, dated as of December 12, 1996, among Enteg, the Banks (Bank.of America National Trust & Savings Association, The Bank of Now York, The Chase Manhattan Dank Citibank, NA,, Union Bank of Switzerland, ABN Amro Bank N.V.,
The Bank of Nova Scotia, Canadian Imperial Bank of Comnmerce, Mellon Bank, N.A., First National Bank of Commerce and Whitney National Bank) and Citibank, NA., as Agent.
SysterEnErg (b) 1 Mortgage and Deed of Trust dated as of June 15, 1977, as amendod by twenty-on Supplemental Indentures,(A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981, in 1-3517 (Third); A-l(e)-I to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-i to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-i to Rule 24, Certificate in 70-7382 (Thirteenth); B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Cetificate in 70-7946 (Fifteenth);
A-2(c).to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule.24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate dated May 4, 1993 in 70-7946 (Eighteenth); A 2(g).to Rule 24 Certificate dated:May 6, 1994, in 70-7946 (Nineteenth); A-2(aXl) to Rule 24 Certificate dated August 8, 1996 in File No. 70-8511 (Twentieth); and A-2(aX2) to Rule 24 Certificate dated August 8, 1996 in File No. 70-8511 (Twenty-first)).
(b) 2 Facility Lease No. 1,, dated as of December 1, 1988, between Meridian Trust Company and StephenM. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(cXI) to Rule 24 Certificate dated January9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215);
(b) 3-Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(cX2) to Rule24 Certificate dated January9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d)
Rule 24 Certificate dated January 31, 1994 in 70-8215).
(b) 4 -
Indenture (for Unsecured Debt Securities), dated as of September 1, 1995, between System Energy Resources, Inc., and Chemical Bank (B-10(a) to Rule 24 Certificate in 70-8511).
Entergy Arkansas (c) 1 -
Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by fifty-three Supplemental Indentures (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in E-4
2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-first); C-1 to Rule24 Certificate in 70-5151 (Twenty-second); C-I to Rule24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-I to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-I to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-I to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-I to Rule 24 Certificate in 70-6174 (Thirtieth); C-I to Rule 24 Certificate in 70-6246 (Thirty-first); C-i to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certifcate in 70-6326 (Thirty-ti); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth); C-I to Rule 24 Certificate in 70-6650 (Thirty-fifth); C-i to Rule 24 Certificate, dated December 1, 1982, in 70-6774- (Thirty-sixth); C-1 to Rule 24 Certificate, dated February 17, 1983, in 70-6774 (Thirty-seventh);. A-2(a) to Rule 24 Certificate, dated December 5, 1984, in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate dated July 6, 1989 in 70-7346 (Forty-first); A-8(c) to Rule 24 Certificate, dated February 1, 1990 in 70-7346 (Forty-second);
4 to Form 10-Q for the quarter ended September 30, 1990 in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate, dated November 30, 1990, in 70-7802 (Forty-fourth); A.2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-7802 (Forty-fifth); 4(dX2) in 33-54298 (Forty-sixth); 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993. in 1-10764 (Forty-eighth);
4(c) to Form 10-Qifor the quarter ended June 30,. 1993 in 1-10764 (Forty-ninth); 4(b) to Form I0-Q for the quarter ended September 30, 1993 in 1-10764,(Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 (Fifty-second); and C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third)).
(c) 2 Indenture for Unsecured: Subordinated Debt Securities relating to Trust Securities between Entergy Arkansas and Bank of New York (as Trustee), dated as of August 1, 1996 (filed as Exhibit A-l(a) to Rule 24 Certificate dated August 26, 1996 in File No. 70-8723).
(c) 3 Amended and Restated Trust Agreement of Entergy Arkansas Capital I, dated as of August 14, 1996 (filed as Exhibit A-3(a) to Rule 24 Certificate dated August 26, 1996 in File No. 70 8723).
(c) 4 -
Guarantee Agreement between Entergy Arkansas (as Guarantor) and The Bank of New York (as Trustee), dated as of August 14, 1996, with respect to Entergy Arkansas Capital I's obligations on its 8 1/2% Cumulative Quarterly Income Preferred Securities, Series A (filed as Exhibit A-4(a) to Rule 24 Certificate dated August 26, 1996 in File No. 70-8723).
Entergy Gulf States (d) 1 -
Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1, 1968 E-5
(Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in Registration No.
2-66612 (Thirty-eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-2703 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-2703 (Fifty second); 4 to Form 10-K for.the year ended December 31, 1991 in 1-2703 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-2703 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-2703 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1-2703 (Fifty-sixth); and 4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh)).
(d) 2 -
Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-16-in Registration No. 2-4076).
(d) 3 -
Trust Indenture forg9.72% Debentures due July 1, 1998(4 in Registration No. 33-40113).
(d) 4 -
Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of January 15, 1997 (filed as Exhibit A-11(a) to Rule 24 Certificate dated February 6, 1997 in File No. 70-8721).
(d) 5-Amended and Restated Trust Agreement of Entergy Gulf States Capital I dated January 28, 1997 of Series A Preferred Securities (filed as Exhibit A-13(a) to Rule 24 Certificate dated February 6, 1997 in File No. 7048721).
(d) 6-Guarantee Agreement between Enteg Gulf States, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of January 28, 1997 with respect to Entergy Gulf States Capital I's obligation on its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (filed as Exhibit A-14(a) to Rule 24 Certificate dated February 6, 1997 in File No. 70-8721).
Entergy Louisiana (e) 1 -
Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-one Supplemental Indentures (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second), 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in, 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth);
4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth),
C to Rule 24 Certificate in 70-5330 (Eighteenth); C-I to Rule 24 Certificate in 70-5449 (Nineteenth); C-i to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule,24 Certificate in 70-5919 (Twenty-third); C-i to Rule24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule24 Certificate in 70-6169 (Twenty-fifth); C-I to Rule 24 Certificate in 70-6278 !(Twenty-sixth);
C-i to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-i to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-I to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-i to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth);
A-2(a) to Rule 24: Certificate in 70-7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-seventh);
C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in E-6
70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third);
A-2(b) to Rule 24 Certificate in File No. 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth) and A-2(a) to Rule 24 Certificate dated April 4, 1996 in File No. 70-8487 (Fifty-first)).
(e) 2 -
Facility. Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-1 in Registratioý No. 33-30660).
(e) 3 Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-2 in Registration No. 33-30660).
(e) 4 -
Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-3 in Registration No. 33-30660).
(e) 5 -
Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of July 1, 1996 (filed as Exhibit A-14(a) to Rule 24 Certificate dated July 25, 1996 in File No.
70-8487).
(e) 6 -
Amended and Restated Trust Agreement of Entergy Louisiana Capital I dated July 16, 1996 of Series A Preferred Securities (filed as Exhibit A-16(a) to Rule 24 Certificate dated July 25, 1996 in File No. 70-8487).
(e) 7 Guarantee Agreement between Entergy Louisiana, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of July 16, 1996 with respect to Entergy Louisiana Capital I's obligation on its 9% Cumulative Quarterly Income Preferred Securities, Series A (filed as Exhibit A-19(a) to Rule 24 Certificate dated July 25, 1996 in File No. 70-8487).
Entergy Mississippi (f) 1 -
Mortgage and Deed of Trust, dated as of September 1, 1944, as amended by twenty-five Supplemental Indentures (7(d) in 2-5437 (Mortgage); 7(b) in 2-7051 (First); 7(c) in 2-7763 (Second); 7(d) in 2-8484 (Third); 4(b)-4 in 2-10059 (Fourth); 2(b)-5 in 2-13942 (Fifth); A-II to Form U-1 in 70-4116 (Sixth); 2(b)-7 in 2-23084 (Seventh); 4(c)-9 in 2-24234 (Eighth);
2(b)-9(a) in 2-25502 (Ninth); A-i 1(a) to Form U-1 in 70-4803 (Tenth); A-12(a) to Form U-1 in 70-4892 (Eleventh); A-13(a) to Form U-1 in 70-5165 (Twelfth); A-14(a) to Form U-1 in 70-5286 (Thirteenth); A-15(a) to Form U-i in 70-5371 (Fourteenth); A-16(a) to Form U-i in 70-5417 (Fifteenth); A-17 to FormnU-1 in 70-5484 (Sixteenth); 2(a)-19 in 2-54234 (Seventeenth); C-1 to Rule24 Certificate in 70-6619 (Eighteenth); A-2(c) to Rule24 Certificate in 70-6672 (Nineteenth); A-2(d) to Rule 24 Certificate in 70-6672 (Twentieth);
C-1(a) to Rule 24 Certificate in 70-6816 (Twenty-first); C-i(a) to Rule 24 Certificate in 70-7020 (Twenty-second); C-i(b) to Rule 24 Certificate in 70-7020 (Twenty-third); C-l(a) to Rule 24 Certificate in 70-7230 (Twenty-fourth); and A-2(a) to Rule 24 Certificate in 70-7419 (Twenty-fifth)).
E-7
(f) 2 -
Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by tenth Supplemental Indentures (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-l(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate dated November 24, 1992 in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-i in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-20) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); and (A-20) to Rule 24 Certificate dated April 21, 1995 in File 70-7914 (Tenth)).
Entergy New Orleans (g) 1 -
Mortgage and Deed of Trust, dated as of July 1, 1944, as amended by eleven Supplemental Indenturs (B-3 in 2-5411 (Mortgage); 7(b) in 2-7674 (First); 4(a)-2 in 2-10126 (Second);
4(b) in 2-12136 (Third); 2(b)-4 in 2-17959 (Fourth); 2(b)-5 in 2-19807 (Fifth); D to Rule 24 Certificate in 70-4023 (Sixth); 2(c) in 2-24523 (Seventh); 4(c)-9 in 2-26031 (Eighth); 2(a)-3 in 2-50438 (Ninth); 2(a)-3 in 2-62575 (Tenth); and A-2(b) to Rule 24 Certificate in 70-7262 (Eleventh)).
(g) 2 -
Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by six Supplemental Indentures (A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in File No. 0 5807 (Fifth); and 4(a) to Form 8-K dated March 22, 1996 in File No. 0-5807 (Sixth)).
(10) Material Contracts Entergy Corporation (a) 1 -
Agreement, dated April 23, 1982, among certain System companies, relating to System Planning and Development and Intra-System Transactions (10(a)l to Form 10-K for the year ended December31, 1982, in 1-3517).
(a) 2 -
Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-2 in 2-41080).
(a) 3 A*n t, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-4 in 2-41080).
(a) 4 -
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-4 in 2-41080).
(a) 5 -
Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).
(a) 6 -
Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)-5 in 2-41080).
(a) 7 -
Amendment, dated January 1, 1972, to Service Agreement with Entergy Services (5(a)-6 in 2-43175).
E-8
(a) 8 -
Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)-7 to Form 10-K for the year ended December 31, 1984, in 1-3517).
(a) 9 -
Amendment dated August 1, 1988, to Service Agreement with Entergy Services (10(a)-8 to Form 10-K for the year ended December 31, 1988, in 1-3517).
(a) 10-Amendment, dated January 1, 1991, to Service Agreement with Entergy Services (10(a)-9 to Form 10-K for the year ended December 31, 1990, in 1-3517).
(a) 11-Amendment, dated January 1, 1992, to Service Agreement with Entergy Seivices (10(a)-ll for the year ended December 31, 1994 in 1-3517).
(a) 12-Availability Agreement, dated June 21, 1974, among System Eaergy and certain other System companies (B to Rule 24 Certificate, dated June 24, 1974, in 70-5399).
(a) 13-First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate, dated June 24, 1977, in 70-5399).
(a) 14-Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate, dated July 1, 1981, in 70-6592).
(a) 15-Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate, dated July. 6, 1984, in 70-6985).
(a) 16-Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule24 Certificate, dated June 8, 1989, in 70-5399).
(a) 17-Fifteenth Assignment of Availability Agreement, Consent and Agreement, dated as of May 1, 1986, with Deposit Guaranty National Bank, United States Trust Company of New York and Malcolm J. Hood, as Trustees (B-3(b) to Rule 24 Certificate, dated June 5, 1986, in 70-7158).
(a) 18-Eighteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate, dated October 1, 1986, in 70-7272).
(a) 19-Nineteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate, dated October 1, 1986, in 70-7272).
(a) 20-Twenty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Gancy, as Trustees (B-2(c) to Rule 24 Certificate, dated November 2, 1992, in 70-7946).
(a) 21 -
Twenty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
E-9
(a) 22-Twenty-eighth Assignment of Availability Agreement, Consent and Agreement, dated as of December 17, 1993, with Chemical Bank, as Agent (B-2(a) to Rule 24 Certificate dated December 22, 1993 in 70-7561).
(a) 23-Twenty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate dated May 6, 1994, in 70-7946).
(a) 24-Thirtieth Assignment of Availability Agreemeut, Consent and Agreement, dated as of August 1P, 1996, among System Energy, Entergy Ariansas, Entergy Lq*uisiana, Entergy Mississippi and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (filed as Exhibit B-2(a) to Rule 24 Certificate dated August 8, 1996 in File No. 70-8511).
(a) 25-Thirty-first Assignment,of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and United' States Trust Company of New York and Gerard F. Ganey, as Trustees (filed as Exhibit B-2(b) to Rule.24 Certificate dated August 8, 1996 in File No. 70-8511).
(a) 26-Thirty-second Assignment of Availability Agreement, 'Consent and Agreement, dated as of December 27, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy IMississippi, and Entergy New Orleanstand The Chase Manhattan Bank (filed as Exhibit B-2(a) to Rule 24 Certificate dated January 13," 1997 in File No. 70-7561).
(a) 27-Capital Funds -Agreement dated June 21, 1974, betwee Entergy Corporation and System Energy (C to Rule 24 Certificate, dated June 24, 1974, in 70-5399)...,
(a) 28-First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate; dated June 8, 1989, in 70-5399).
(a) 29-Fifteenth Supplementary Capital Funds Agreement and Assigment, dated as of May 1, 1986, with, Deposit Guaranty National Bank, United States Trust Company of New York and Malcolm J. Hood, as Trustees (B-4(b) to Rule 24 Certificate, dated June 5, 1986, in 70-7158).
(a) 30-Eighteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24 Certificate, dated October 1, 1986, in 70-7272).
(a) 31-Nineteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24 Certificate, dated October 1, 1986, in 70-7272).
(a) 32-Twenty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of October 1, 1992, -with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).
(a) 33 -
Twenty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B 3(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
E-10
(a) 34-Twenty-eighth Supplementay Capital Funds Agreement and Assignment, dated as of December 17, 1993, with Chemical Bank, as Agent (B-3(a) to Rule 24 Certificate dated December 22, 1993 in 70-7561).
(a) 35-Twenty-ninth Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B 3(f) to Rule 24 Certificate dated May 6, 1994, in 70-7946).
(a) 36-Thirtieth Supplementary Capital Funds Agreemnt and Assignment, dated as of August 1, 1996, aniong Entergy Corporation, System Energy and United States Trus-Company of New York and Gerard F. Ganey, as Trustees (filed as, Exhibit B-3(a) to Rule 24 Certificate dated August 8, 1996 in File No. 70-8511).
(a) 37 -
Thirty-first Supplementary Capital Funds Agreement and Assignment,. dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (filed as Exhibit B-3(b) to Rule 24 Certificate dated August 8, 1996 in File No. 70-8511).
(a) 38-Thirty-second Supplementary Capital Funds Agreement and Assignment, dated as of December 27, 1996, among Entmr Corporation, System Energy and The Chase Manhattan Bank (filed as Exhibit B-l(a) to Rule 24 Certificate dated January 13, 1997 in File No.
70-7561).
(a) 39-First Amendment to Supplementary Capital jFunds Agreements and Assignments, dated as of June 1, 1989, by and between. Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate, dated June 8, 1989, in 70-7026).
(a) 40 -
First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate, dated June 8, 1989, in 70-7123).
(a) 41-First Amendment to Supplementary Capital.Funds Agreement and Assignmeint dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate, dated June 8, 1989, in 70-7561).
+(a) 42-Agreement between Entergy Corporation and Edwin Lupberger (10(a)-42 to.Form 10-K for the year ended December 31, 1985, in 1-3517).
(a) 43-Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-l(a),in 70-6624).
(a) 44-Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-I(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate, dated October 30, 1981, in 70-6337).
E-1 I
(a) 45 -
Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2Xa) in 70-6337).
(a) 46-Assnment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate, dated January 9, 1989, in 70-7561).
(a) 47-Assigmen Assumptim and Further Agreemat No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(cX2) to Rule 24 Cerificatc, dated January 9, 1989, in 70-7561).
(a) 48-Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3Xa) in 70-6337).
(a) 49 -
Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPAk(10(aaa) in 33-4033).
(a) 50-Compromise and Settlement Agreement, dated June 4,1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K, dated June 4, 1982, in 1-3517).
+(a) 51-Post-Retirement Plan (10(a)37 to Form 10-K for the year ended December 31, 1983, in 1-3517).
(a) 52-Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy "Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)-39 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(a) 53-First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).
(a) 54-Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(a) 55-Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (Exhibit D-1 to Form U5S for the year ended December 31, 1987).
(a) 56-First Amendment, dated January 1, 1990, to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(a) 57-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(a) 58-Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
E-12
(a) 59-Guaranty Agreemt between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-l(a) to Rule 24 Certificate, dated September 27, 1990, in 70-7757).
(a) 60-Guarantee Agrenemet between Entergy Corporation and Enterg Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate, dated September 27, 1990, in 70-7757).
(a) 61 -
Guarantee Agreem1ent between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate, dated September 27, 1990, in 70- 7757).
(a) 62-Loan Agreement between Entr Operations and Entergy Corporation, dated as of September2O, 1990 (B-12(b) to Rule 24 Certificate, dated June 15, 1990, im7O-767 9).
(a) 63 -
Loan Agreemen between Entergy Power and Entergy Corporation, dated as of August 28, 1990 (A-4(b) to Rule 24 Certificate, dated September 6, 1990, in 70-7684).
(a) 64-Loan Agreement between Entergy Corporation and Entergy Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule 24 Certificate in 70-7947).
+(a) 65 -
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a) 52 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(a) 66-Entergy Corporation Annual Incentive Plan (10(a) 54 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(a) 67-Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991, in 70-7831).
+(a) 68 -
Retired Outside Director Benefit Plan (10(a)63 to Form 10-K for the year ended December 31, 1991, in 1-3517).
+(a) 69 -
Agreement between Entergy Corporation and Jerry D. Jackson. (10(a) 67 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 70 -
Agreement between Entergy Services, Inc., a subsidiary of Entergy Corporation, and Gerald D. Mclnvale (10(a) 68 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 71 -
Supplemental Retirement Plan (10(a) 69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 72-Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)53 to Form 10-K for the year ended December 31, 1989 in 1-3517).
+(a) 73-Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a) 71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 74 -
Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a) 72 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 75 -
Executive Medical Plan of Entergy Corporation and Subsidiaries (10(a) 73 to Form 10-K for the year ended December 31, 1992 in 1-3517).
E-13
+(a) 76-Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a) 74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 77-Summary Description of Private Ownership Vehicle Plan of Entergy Corporation and Subsidiaries (10(a) 75 to Form 10-K for the year ended December 31, 1992 in 1-3517).
(a) 78 -
Agreement and Plan of Reorganization Between Entergy Corporation and Gulf States Utilities Company, dated June 5, 1992 (1 to Current Report on Form S-K dated June 5, 1992 in 1-3517).
+(a) 79 -
Amendment to Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 81 to Form 10K for the year ended December 31, 1993 in 1-11299).
+(a) so-System Executive Retirement Plan (10(a) 82 to Form 10-K for the year ended December 31, 1993 in 1-11299).
System Energy (b) 1 through (b) 15 -
See 10(a)-12 through 10(a)-26 above.
(b) 16 through (b) 30-See 10(a)-27 through 10(a)-41 above.
(b) 31-Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(b) 32-Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-l(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate, dated October 30, 1981, in 70-6337).
(b) 33-Operating Agreement, dated as of May 1,.1980, between System Energy and SMEPA (B(2Xa) in 70-6337).
(b) 34-Installment Sale Agreement, dated as of December 1, 1983, between.System Energy and Claiborne County, Mississippi (B-i to First Rule 24 Certificate in 70-6913).
(b) 35 -
Installment Sale Agreement, dated as of June 1, 1984, between System Energy and Claiborne County, Mississippi (B-2 to Second Rule 24 Certificate in 70-6913).
(b) 36-Installment Sale Agreement, dated as of December 1, 1984, between System Energy and Claiborne County, Mississippi (B-1 to First Rule 24 Certificate in 70-7026).
(b) 37 -
Installment Sale Agreement, dated as of May 1, 1986, between System Energy and Claiborne County, Mississippi (B-l(b) to Rule 24 Certificate in 70-7158).
(b) 38 -
Amended and Restated Installment Sale-Agreement, dated as of May 1, 1995, between System Energy and Claibome County, Mississippi (B-6(a) to Rule 24 Certificate in 70-8511).
E-14
(b) 39 -
Amended and Restated Installment Sale Agreement, dated as of February 15, 1996, between System Energy and Claiborne County, Mississippi (filed as Exhibit B-6(a) to Rule 24 Certificate dated March 4, 1996 in File No. 70-8511).
(b) 40-Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(cX))
to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. I dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215).
I (b) 41-Facility Lease No. 2, dated as of Decemberli 1, 1988 between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(cX2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d)
Rule 24 Certificate dated January 31, 1994 in 70-8215).
(b) 42-Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(cXl) to Rule 24 Certificate, dated January 9, 1989, in 70-7561).
(b) 43-Assignment, Assumption and Further Agreement No. 2, dated as of Deember 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate, dated January 9, 1989, in 70-7561).
(b) 44-Collateral Trust Indenture, dated as of January 1, 1994, among System Energy, GGIB Funding Corporation and Bankers Trust Company, as Trustee (A-3(e) to Rule 24 Certificate dated January 31, 1994, in 70-8215), as supplemented by Supplenental Indenture No. 1 dated January 1, 1994, (A-3(f) to Rule 24 Certificate dated January 3.1, 1994, in 70-8215).
(b) 45 -
Substitute Power Agreement, dated as, of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).
(b) 46-Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).
(b) 47 -
Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)-39 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(b) 48-First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).
(b) 49 -
Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(b) 50 -
Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-l(b) to Rule 24 Certificate, dated March 3, 1989, in 70-7604).
E-15
(b) 51-System Energy's Consent, dated January 31, 1995, pursuant to Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(c) to Rule 24 Certificate, dated February 13, 1995 in 70-7604).
(b) 52 -
Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate, dated June 26, 1974, in 70-5399).
(b) 53-Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate, dated June 26, 1974, in 70-5399).
1 (b) 54 -
Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate, dated January 8, 1987, in 70-5399).
(b) 55-Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).
(b) 56-First Amendment, dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(b) 57-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Ineme Tax Allocation Agreement (D-3 to Form U5S for the year ended December31, 1992).
(b) 58-Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Interompy Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended Deceber 31, 1993).
(b) 59 -
Service Agreement with Entergy Services, dated as of July 16, 1974, as amended (10(b)-43 to Form 10-K for the year ended December 31, 1988, in 1-9067).
(b) 60-Amendment, dated January 1, 1991, to Service Agreement with Entergy Services (10(b)-45 to Form 10-K for the year ended December 31, 1990, in 1-9067).
(b) 61-Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a) -11 to Form 10-K for the year ended December 31, 1994 in 1-3517).
(b) 62-Operating Agreement between Entergy Operations and System Enr, dated as of June 6, 1990 (B-3(b) to Rule 24 Certificate, dated June 15, 1990, in 70-7679).
(b) 63-Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate, dated September 27, 1990, in 70-7757).
+(b) 64 -
Agreement between System Energy and Donald C. Ilintz (10(b)47 to Form 10-K for the year ended December 31, 1991, in 1-9067).
+(b) 65-Agreement between Entergy Corporation and Edwin Lupberger (10(a)-42 to Form 10-K for the year ended December 31, 1985 in 1-3517).
E-16
+(b) 66-Agreement between Entergy Services and Gerad D. McInvale (10(a)-69 to Form 10-K for the year ended Decemnber 31, 1992 in 1-3517).
(b) 67-Amended and Restated Reimbursement Agreement, dated as of December 1, 1988 as amended and restated as of December 27, 1996, among System Energy Resources, Inc., The Bank of Tokyo-Mitsubishi, Ltd., as Funding Bank and The Chase Manhattan Bank (as successor by merger with Chemical Bank), as administrating bank, Union Bank of California, N.A., as docmntation agent, and the Banks named then, as Partmipating Banks (B-3(a) to Rule 24 Certificate dated January 13, 1997 in 70-7561).
Entergy Arkansas (c) 1 -
Agreemet, dated April 23, 1982, among Entergy Arkansas and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31, 1982,.in 1-3517).
(c) 2 -
Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(c) 3 -
Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-4 in 2-41080).
(c) 4 -
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a) 4 in 2-41080).
(c) 5 -
Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).
(c) 6 -
Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)-5 in 2-41080).
(c) 7 -
Amendment, dated January 1, 1972, to Service Agreement with Entergy Services (5(a)- 6 in 2-43175).
(c) 8 -
Amendment, dated April 27, 1984, to Service Agreement, with Entergy Services (10(a)- 7 to Form 10-K for the year ended December 31, 1984, in 1-3517).
(c) 9 -
Amendment, dated August 1, 1988, to Service Agreement with Entergy Services (10(c)- S to Form 10-K for theyear ended December 31, 1988, in 1-10764).
(c) 10-Amendment, dated January 1, 1991, to Service Agreement with Entergy Services (10(c)-9 to Form 10-K for the year ended December 31, 1990, in 1-10764).
(c) 11-Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a)-il to Form 10-K for the year ended December 31, 1994 in 1-3517).
(c) 12 through (c) 26-See 10(a)-12 through 10(a)-26 above.
(c) 27-Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPAX13(h) in 2-11467).
E-17
(C) 28 -
Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-2 in 2-41080).
(c) 29-Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-3 in 2-41080).
(c) 30-Amendment, dated September 5,1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-4 in 2-41080).
(c) 31-Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-5 in 2-41080).
(c) 32-Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-6 in 2-41080).
(c) 33-Anidment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-7 in 2-41080).
(c) 34"- Amedment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-8 in 2-41080).
(c) 35-
.Amendment, dated October 14, 1971i tothe United States'of America (SPA) Contract, dated August 20, 1954 (5(d)-9 in 2-43175).
(c) 36-Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)-10 in 2-60233).
(c) 37-Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).
(c) 38-Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)-I in 2-60233).
(c) 39-Contract, dated May 28, 1943, Amendment to Contract, dated July 21, 1949, and Supplement to Amendmen to Contract, dated December 30, 1949, between Entergy Arkansas and McKamie Gas Cleaning Company; Agreements, dated as of September 30, 1965, between Entergy Arkansas and former stockholders of McKamie Gas Cleaning Company; and Letter Agreement, dated June 22, 1966, by Humble Oil & Refining Company accepted by Entergy Arkansas on June 24, 1966 (5(k)-7 in 2-41080).
(c) 40-Agreement, dated April 3, 1972, between Entergy Services and Gulf United Nuclear Fuels Corporation (50)-3 in 2-46152).
(c) 41-Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (B-1(b) to Rule 24 Certificate in 70-7571).
(c) 42-White Bluff Operating Agreement, dated June 27, 1977, among Entergy Arkansas and AArkansas Electric Cooperative Corporation and City Water and' Light Plant of the City of Jonesboro, Arkansas (B-2(a) to Rule 24 Certificate, dated June 30, 1977, in 70-6009).
E-18
(c) 43-White Bluff Ownership Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-1(a) to Rule 24 Certificate, dated June 30, 1977, in 70-6009).
(c) 44 -
Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)-3 in 2-66235).
(c) 45-Transmission Agreement, dated August 2, 1977, between Etergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)-3 in 2-60233).
(c) 46 -
Power Coordination, Interchange and Transmission Service Agreement, dated as of June 27, 1977, between Arkansas Electric Cooperative Corporation and Entergy Arkansas (5(r)-4 in 2-60233).:
(q) 47-I Steam Electric Station Operating Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)-6 in 2-66235).
(c) 48-Amendmant dated December 4, 1984, to the indep e
Steam Electric Station Operating Agreement (10(c) 51 to Form 10-K for the year ended December 31, 1984, in 1-10764).
(c) 49-Independence Steam Electric Station Ownership Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)-7 in 2-66235).
(c) 50-Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)-7(a) in 2-66235).
(c) 5.1 -- Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c) 54 to Form 10-K for the year ended December 31, 1984, in 1-10764).
(c) 52-Owner's Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy "Mississippi, other co-owners of the Independence Station (10(c).55 to Form 10-K for the year ended December 31, 1984, in 1-10764).
(c) 53-Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station-and United States Trust Company of New York, as Trustee (10(c) 56 to Form 10-K for the year ended December 31, 1984, in 1-10764).
(c) 54-Power Coordination, Interchange and Transmission Service Agreement, dated as of July 31, 1979, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)-8 in 2-66235).
(c) 55-Power Coordination, Interchange and Transmission Agreement, dated as of June 29, 1979, between City of Conway, Arkansas and Entergy Arkansas (5(r)-9 in 2-66235).
(c) 56-Agreement, dated June 21, 1979, between Entergy Arkansas and Reeves E. Ritchie ((10)b)-90 to Form 10-K for the year ended December 31, 1980, in 1-10764).
E-19
(c) 57-Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-l(a) in 70-6624).
+(c) 58-Post-Retirement Plan (10(b) 55 to Form 10-K for the year ended December 31, 1983, in 1-10764).
(c) 59-Unit Power Sales Agreement, dated as of June 10, 1982, between System Enrg and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Eutergy New Orleans (10(a) 39 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(c) 60-FirstAmedment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy, Fntergy Arkansas, Entergy Louisiana, Entergy Mississipi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).
(c) 61-Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(c) 62-Contract For Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated June 30, 1983, among the DOE, System Fuels and Entergy Arkansas (10(b)-57 to Form 10-K for the year ended December 31, 1983, in 1-10764).
(c) 63-Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).
(c) 64-- First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(c) 65-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(c) 66 -
Third Amnenment dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income: Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(c) 67-Assignment of Coal Supply Agreement, dated December 1, 1987, between System Fuels and Entergy Aransas (B to Rule 24 letter filing, dated November 10, 1987, in 70-5964).
(c) 68-Coal Supply Agreement, dated December 22, 1976, between System Fuels and Antelope Coal Company (B-i in 70-5964), as amended by First Amendment (A to Rule 24 Certificate in 70-5964); Second Amendment (A to Rule 24 letter filing, dated December 16, 1983, in 70-5964); and Third Amendment (A to Rule 24 letter -filing, dated November 10, 1987 in 70-5964).
(c) 69-Operating Agreement between Entergy Operations and Entergy Arkansas, dated as of June 6, 1990 (B-1(b) toRule 24 Certificate, dated June 15, 1990, in 70-7679).
(c) 70-Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate, dated September 27, 1990, in 70-7757).
E-20
(c) 71-Agreement for Purchase and Sale of Idependenc Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-3(c) to Rule 24 Certificate, dated September 6, 1990, in 70-7684).
(c) 72-Agreement for Purchase and Sale of Ritchie Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-4(d) to Rule 24 Certificate, dated September 6, 1990,
.in 70-7684).
(c) 73 -
Ritchie Steam Electric Station Unit No. 2 Operating Agreement between Entergy Arkansas and Entergy -Power, dated as of August 28, 1990 (B-5(a) to Rule 2 4 Certificate, dated September 6, 1990, in 70-7684).
(c) 74-Ritchie Steam Electric Station Unit No. 2 Ownership Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-6(a) to Rule 24 Certificate, dated September 6, 1990, in 70-7684).
(c) 75-Power Coordination, Interchange and Transmission Service Agreement between Entergy Power and Entergy Arkansas, dated as of August 28, 1990 (10(c)-71 to Form 10-K for the year ended December 31, 1990, in 1-10764).
+(c) 76 -
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)52 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(c) 77-Entergy Corporation Annual Incentive Plan (10(a)54 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(c) 78-Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991, in 70-783 1).
+(c) 79.-
Agreement between Arkansas Power & Light Company and P, Drake Keith. (10(c) 78 to Form 10-K for the year ended December 31, 1992 in 1-10764).
+(c) 80-Supplemental Retirement Plan (10(a)69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 81 -
Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)53 to Form' 10-K for the year ended December 31, 1989 in 1-3517).
+(c) 82-Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 83 -
Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)72 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 84-Executive Medial Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 85-Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a)74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
E-21
+(c) 86-Summary Description of Private Ownership Vehicle Plan of Entergy Corporation and Subsidiaries (10(a)75 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 87-Agreement between Entergy Corporation and Edwin Lupberger (10(a)-42 to Form 10-K for the year ended December 31, 1985 in 1-3517).
+(c) 88 -
Agreement between Entergy Corporation and Jerry D. Jackson (10(a)-68 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 89 -
Agreement between Entergy Services and Gerald D. Mcbnvale (10(a)-69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(c) 90 -
Agreement between System Energy and Donald C. Hintz (10(b)-47 to Form 10-K for the year ended December 31, 1991 in 1-9067).
+(c) 91-Summary Description of Retired Outside Director Benefit Plan. (10(c) 90 to Form 10-K for the year ended December 31, 1992 in 1-10764).
+(c) 92-Amendment to Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 81 to Form 10-K for the year ended December 31, 1993 in 1-11299).
+(1c) 93 -
System Executive Retirement Plan (10(a) 82 to Form 10-K for the year, ended December 31, 1993 in 1-11299).
(c) 94-Loan Agreement dated June 15, 1993, between Entergy Arkansas and Independence Country, Arkansas (B-i (a) to Rule 24 Certificate dated July 9, 1993 in 70-8171).
(c) 95-Installment Sale Agreement dated January 1, 1991, between Entergy Arkansas and Pope Country, Arkansas (B-I (b) to Rule 24 Certificate dated January 24, 1991 in 70-7802).
(c) 96-Istallment Sale Agreement dated November 1, 1990, between Entergy Arkansas and Pope Country, Arkansas (B-1 (a) to Rule 24 Certificate dated November 30, 1990 in 70-7802).
(c) 97-Loan Agreement dated June 15, 1994, between Entergy A rkansasand Jefferson County, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1994 in 70-8405).
(c) 98-Loan Agreement dated June 15, 1994, between Entergy Arkansas and Pope County, Arkansas (B-l(b) to Rule 24 Certificate in 70-8405).
(c) 99-Loan Agreement dated November 15, 1995, between Entergy Arkansas and Pope County, Arkansas (10(c) 96 to Form 10-K for the year ended December 31, 1995 in 1-10764).
(c) 100- Agreement as to Expenses and Liabilities between Entergy Arkansas and Entergy Arkansas Capital I, dated as ofAugust 14, 1996 (40) to Form 10-Q for the quarter ended September 30, 1996 in 1-10764).
E-22
Entergy Gulf States (d) 1 -
Guaranty Agreement, dated July 1, 1976, between Entergy Gulf States and American Bank and Trust Company (C and D to Form 8-K, dated August 6, 1976 in 1-2703).
(d) 2 -
Lease of Railroad Equipment, dated as of December 1, 1981, between The Connecticut Bank and Trust Company as Lessor and Entergy Gulf States as Lessee and First Supplement, dated as of December 31, 1981, :relating to 605 One Hundred-Ton Unit Train Steel Coal Porter Cars (4-12 to Form 10-K forthe year ended December 31, 1981 in 1-2703).
(d) 3 -
Guaranty -Agreement, dated August 1, 1992, between Entergy Gulf States and Hibernia National Bank, -relating -to Pollution Control Revenue. Refimding Bonds of the Industrial Development Board of the Parish, of Calcasieu, Inc. (Louisiana) (10-1 to Form 10-K for the year ended December 31, 1992 in 1-2703).
(d) 4 -
Guaranty Agreement, dated January 1, 1993, between.Entergy Gulf States and Hancock Bank of Louisiana, relating to Pollution Control Revenue Refimding Bonds of the Parish of Pointe Coupee (Louisiana):(10-2 to Form 1O-K for the year ended December 31, 1992 in 1-2703).
(d) 5 -
Deposit Agreement, dated as of December 1, 1983 between Entergy Gulf States, Morgan Guaranty Trust Co, as Depositary and the Holders of.Depositgry Receipts, relating to the Issue of 900,000 Depositary Preferred Shares, each representing 1/2 share of Adjustable Rate Cumulative Preferred Stock, Series E-$100 Par Value (4-1-7 to Form 10-K for the year ended December 31, 1983 in 1-2703).
(d) 6 -
Letter of Credit and Reimbursement Agreement, dated December 27, 1985,betwee Entergy Gulf States and Westpac Banking Corporation relating to Variable Rate, Demand Pollution
-Control Revenue Bonds of the Parish of West Feliciana, State of Louisiana, Series 1985-D (4 26 to Form 10-K for the year ended December 31, 1985.in 1-2703) and 1etter Agreement ameding same dated October 20, 1992 (10-3 to Form 10-K for the year ended December 31, 1992 in 1-2703).
(d) 7 -
Reimbursement and Loan Agreement, dated as of April 23, 1986, by and between Entergy Gulf States and The Long-Term Credit Bank of Japan, Ltd., relating to Multiple Rate Demand Pollution Control Revenue Bonds of the Parish of West Feliciana, State of Louisiana, Series 1985 (4-26 to Form 10-K, for the year ended December 31, 1986 in 1-2703) and Letter Agreement amending same, dated February 19, 1993 (10 to Form 10-K for the year ended December 31, 1992 in 142703).
(d) 8 -
Agreement effective February 1, 1964, between Sabine River Authority, State of Louisiana, and Sabine River Authority of Texas, and Entergy Gulf States, Central Louisiana Electric Company, Inc., and Louisiana Power & Light Company, as supplemented (B to Form 8-K, dated May 6, 1964, A to Form 8-K, dated October 5, 1967, A to Form 8-K, dated May 5, 1969, and A to Form 8-K, dated December 1, 1969, in 1-2708).
(d) 9 Joint Ownership Participation and Operating Agreement regarding River Bend Unit 1 Nuclear Plant, dated August 20, 1979,- between Entergy Gulf States, Cajun, and SRG&T; Power interconnection Agreement with Cajun, dated June 26, 1978, and approved by the REA on August 16, 1979, between Entergy Gulf States and Cajun; and Letter Agreement regarding E-23
CEPCO buybacks, dated August 28, 1979, between Entergy Gulf States and Cajun (2, 3, and 4, respectively, to Form 8-K, dated September 7, 1979, in 1-2703).
(d) 10-Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, as amended (3 to Form 8-K, dated August 19, 1980, and A-3-b to Form 10-Q for the quarter ended September 30, 1983 in 1-2703).
(d) 11-Leae and Sublease Agreemen dated August 15, 1980, between Statmont and Entergy Gulf States, as amended (4 to Form 8-K, dated August 19, 1980, and A-3-c to Form 10-Q for the quarter ended September 30, 1983 in 1-2703).
(d) 12-Lease Agreement, dated September 18, 1980, between BLC Corporation and Entergy Gulf States (1 to Form 8-K, dated October 6, 1980 in 1-2703).
(d) 13-Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K, dated January 29, 1981 in, 1-2703); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K, dated January 29, 1981 in 1-2703); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K, dated January 29, 1981 in 1-2703).
(d) 14-Agreement of Joint:Ownership Participation between SRMPA, SRG&T and Entergy Gulf States, dated June 6, 1980, for Nelson Station, Coal Unit #6, as amended (8 to Form 8-K, dated June 11, 1980, A-2-b to Form 10-Q For the quarter ended June 30, 1982; and 10-1 to Form 8-K, dated February 19, 1988 in 1-2703).
(d) 15 -
Agreements between Southern Company and Entergy Gulf States, dated February 25, 1982, which cover the construction of a 140-mile transmission line to connect the two systems, purchase of power and use of transmission facilities (10-31 to Form 10-K, for the year ended December 31, 1981 in 1-2703).
+(d) 16-Executive Income Security Plan, effective October 1, 1980, as amended, continued and completely restated effective as of March 1, 1991 (10-2 to Form 10-K for the year ended December 31, 1991 in 1-2703).
(d) 17-Transmission Facilities Agreement between Entergy Gulf States and Mississippi Power Company, dated February 28, 1982, and Amendment, dated May 12, 1982 (A-2-c to Form 10 Q for the quarter ended March 31, 1982 in 1-2703) and Amendment, dated December 6, 1983 (10-43 to Form 10-K, for the year ended December 31, 1983 in 1-2703).
(d) 18 -
Lease Agreement dated as of June 29, 1983, between Entergy Gulf States and City National Bank of Baton Rouge, as Owner Trustee, in connection with the leasing of a Simulator and Training Center for River Bend Unit 1 (A-2-a to Form 10-Q for the quarter ended June 30, 1983 in 1-2703) and Amendment, dated December 14, 1984 (10-55 to Form 10-K, for the year ended December 31, 1984 in 1-2703).
(d) 19 -
Participation Agreement, dated as of June 29, 1983, among Entergy Gulf States, City National Bank of Baton Rouge, PruFunding, Inc. Bank of the Southwest National Association, Houston and Bankers Life Company, in connection with the leasing of a Simulator and Training Center of River Bend Unit 1 (A-2-b to Form 10-Q for the quarter ended June 30, 1983 in 1-2703).
E-24
(d) 20-Tax Indemnity Agreement, dated as of June 29, 1983, between Entrg Gulf States and PmFunding, Inc., in connection with the leasing of a Simulator and Training Center for River Bend Unit I (A-2-c to Form 10-Q for the quarter ended June 30, 1993 in 1-2703).
(d) 21 -
Agreement to Lease, dated as of August 28, 1985, among Entergy Gulf States, City National Bank of Baton Rouge, as Owner Trustee, and Prudential Interfunding Corp., as Trustor, in connection with the leasing of improvement to a Sinmdator and Training Facility for River Bend Unit I (10-69 to Form 10-K, for the year ended December 31, 1985 in 1-2703).
(d) 22-First Amended Power Sales Agreement, dated December 1,. 1985 between Sabine River Authority, State of Louisiana, and Sabine River Authority, State of Texai, and. Entergy Gulf States, Central Louisiana Electric Co., Inc., and Louisiana Power and Light Company (10-72 to Form 10-K for the year ended December 31, 1985 in 1-2703).
+(d) 23 -
Defered Com ion Plan for Directors of Entergy Gulf States and Varibus Corporation, as amended January 8, 1987, and effective January 1, 1987 (10-77 to Form 10-K for the year ended December 31, 1986 in 1-2703). Amendment dated Decenber 4, 1991 (10-3 to Amendment No. 8 in Registration No. 2-7655 1).
+(d) 24-Trust Agreement for Defrred Payments to be made by Entergy Gulf States pursuant to the Executive Income Security Plan, by and between Entergy Gulf States and Bankers Trust Company, effective November 1, 1986 (10-78 to Form 10-K for the year ended December 31, 1986 in 1-2703).
+(d) 25-Trust Agreement for Deferred Installments under Entergy Gulf States' Management Incentive Compensation Plan and Administrative Guidelines by and between Entergy Gulf States and Bankers Trust Company, effective June 1, 1986 (10-79 to Form 10-K for the year ended December 31,01986 in 1-2703).
+(d) 26-Nmqualified Deferd Compensation Plan for Officers, Nonemployee Directors and Designated Key Employees, effective December 1, 1985, as amended, continued and completely restated effetive as of March 1, 1991 (10-3 to Amendment No. 8 in Registration No. 2-7655 1).
+(d) 27-Trust Agreement for Entergy Gulf States' Nonqualified Directors and Designated Key Employees by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A.
(now Texas Commerce Bank), effietive July 1, 1991 (10-4 to Form 10-K for the year ended December 31, 1992 in 1-2703).
(d) 28 -
Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States related to the leaseback of the Lewis Creek generating station (10-83 to Form 10-K for the year ended December 31, 1988 in 1-2703).
(d) 29-Nuclear Fuel Lease Agreement between Entergy Gulf States and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-2703).
(d) 30-Trust and Investment Management Agreement between Entergy Gulf States and Morgan Guaranty and Trust Company of New York (the "Decommissioning Trust Agreement) with E-25
respect to decommisioning funds authorized to be collected by Entergy Gulf States, dated March 15, 1989 (10-66 to Form 10-K for the year ended December 31, 1988 in 1-2703).
(d) 31 -
Amendment No. 2 dated November 1, 1995 betwenEntergy Gulf States and Mellon Bank to Decommissioning Trust Agremenat (10(d) 31 to Form 10-K for the year ended December 31, 1995).
(d) 32-Credit Agreemet, dated as of December 29, 1993, among River Bend Fuel Services, Inc. and Certain Commercial Lending Institutions and CIBC Inc. as Agent for the Lenders (10(d) 34 to Form 10-K for year ended December 31, 1994).
(d) 33-Amendment No. 1 dated as of January 31, to Credit Agreement, dated as of December 31, 1993, among River Bend Fuel Services, Inc. and certain commercial lending institutions and CIBC Inc. as agent for Lenders (10(d) 33 to Form 10-K for the year ended December 31, 1995).
(d) 34-Partnership Agreement by and among, Conoco Inc., and Entergy Gulf States, C1TGO Petroleum Corporation and Vista Chemical Company, dated April 28, 1988(10-67 to Form 10-K for the year ended December 31, 1988 in 1-2703).
+(d) 35 -
- Gulf States Utilities Company Executive Continuity Plan, dated January 18, 1991 (10-6 to Form 10-K for the year ended December 31, 1990 in 1-2703).
+(d) 36 -
Trust Agreement for Entergy Gulf States' Executive Continuity Plan, by and between Entergy Gulf States and First City Bank, Texas-Beaumont,. N.A. (now Texas Commerce Bank),
effectiveMay 20, 1991 (10-5 to Form 10-K for the year ended December 31, 1992 in 1-2703).
+(d) 37-Gulf States Utilities Board of Directors' Retirement Plan, dated February 15, 1991 (10-8 to Form 10-K for the year ended December 31, 1990 in 1-2703).
+(d) 38 -
Gulf States Utilities Company Employees' Trustee Retirement Plan effective July 1, 1955 as amended, continued and completely restated effective January 1, 1989; and Amendment No.1 effective January 1, 1993.(10-6 to Form 10-K for the year ended December 31, 1992 in 1 2703).
(d) 39-Agreement and Plan of Reorganization, dated June -5, 1992, between Entergy Gulf States and Entergy Corporton (2 to Form 8-K, dated June 8, 1992 in 1-2703).
+(d) 40-Gulf States Utilities Company Employee Stock Ownership Plan, as amended, continued, and completely restated effective January 1, 1984, and January 1, 1985 (A to Form 11-K, dated December 31, 1985 in 1-2703).,
+(d) 41 -
Trust Agreement under the Gulf States Utilities Company Employee Stock Ownership Plan, dated December 30, 1976, between Entergy Gulf States and the Louisiana National Bank, as Trustee (2-A to Registration No. 2-62395).
+(d) 42-Letter Agreement dated September 7, 1977 between Entergy Gulf States and the Trustee, delegating certain of the Trustee's functions to the ESOP Committee (2-B to Registration Statement No. 2-62395).
E-26
+(d) 43 -
Gulf States Utilities Company Employees Thrift Plan as amended, continued and completely restated effective as of January 1, 1992 (28-1 to Amendment No. S to Registration No. 2 76551).
+(d) 44-Restatement of Trust Agreement under the Gulf States Utilities Company Employees Thrift Plan, reflecting changes made through January 1, 1989, between Entergy Gulf States and First City Bank, Texas-Beanmont, N.A., (now Texas Commerce Bank), as Truste (2-A to Form 8 K dated October 20, 1989 in 1-2703).
(d) 45-Operating Agreern: between Entergy Operations and Entergy Gulf States, dated as of December-31, 1993 (B-2(t) to Rule 24 Certificate in 70-8059).
(d) 46-Guarantee Agreement between Entergy Corporation and Entergy Gulf States, dated as of December 31, 1993 (B-5(a) to Rule 24.Certificate-in 70-8059).
(d) 47-Service Agreement with Entergy Services, dated as of December 31, 1993 (B-6(c) to Rule 24 Certificate in 70-8059).
+(d) 48 -
Amendment to Employment Agreement between J. L. Donnelly and Entergy Gulf States, dated December 22, 1993 (10(d);57 to Form 10-K for the year ended December 31, 1993 in 1-2703).
(d) 49-Assignment, Assumption and Amendment Agreement to Letter of Credit and Reimbursement Agreement between Entergy Gulf States, Canadian Imperial Bank of Commerce and Westpac Binking Corporation (10(d) 58 to Form 10-K for the year ended December 31, 1993 in 1 2703).
(d) 50-Third Amendment, dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form;.U5S for the year ended December 31, 1993).
(d) 51 Refinding Agreement between Entergy Gulf States and West Feliciana Parish (dated December 20, 1994 (B-12(a) to Rule 24 Certificate dated December 30, 1994 in 70-8375).
- (d) 52-Agreement as to Expenses and Liabilities between Entergy Gulf States and Entergy Gulf States Capital I, dated as of January 28, 1997.
Entergy Louisiana (e)
I -
Agreement, dated April 23, 1982, among Entergy Louisiana and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31,. 1982, in 1-3517).
(e) 2 Middle South Utilities-System Agency Agreement, dated.December 11, 1970 (5(a)-2 in 2-41080).
(e) 3 -
Amendment, dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-4 in 2-41080).
(e) 4 -
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a) 4 in 2-41080).
E-27
(e) 5 -
Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).
(e) 6 -
Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)-5 in 2-42523).
(e). 7 -
Amendment, dated as of January 1, 1972, to Service Agreement with Entergy Services (4(a)-6 in 2-45916).
(e) 8 -
Amendment, dated as of April 27, 1984, to Service Agreement with EntrgyServices (10(a) 7 to Form 10-K for the year ended December 31, 1984, in 1-3517).
(e) 9 -
Amendment, dated as of August 1, 1988, to Service Agreement with Entergy Services (10(d)-8 to Form 10-K for the year ended December 31, 1988, in 1-8474).
(e) 10-Amcndnmt, dated January 1,1 1991, to Service Agreement with Entergy Services (10(d)-9 to Form 10-K for the year ended December 31, 1990, in 1-8474).
(e) 11-Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a)-l1 to Form 10-Kfori heyear ended December 31, 1994 in 1-3517).
(e) 12 through (e) 26-See 10(a)-12 through.10(a)-26 above.
(e) 27-Fuel Lease, dated as of January 31, 1989, between River Fuel Company #2, Inc., and Entergy Louisiana (B-l(b) to Rule 24 Certificate in 70-7580).
(e) 28-Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-l(a) in 70-6624).
(e) 29-Compromise and Settlement Agreement, dated June 4,1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 84K, dated June 4, 1982, in 1-8474).
+(e) 30-Post-Retirement Plan (10(c)23 to Form 10-K for the year ended December 31, 1983, in 1-8474).
(e) 31-Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a) 39 to Form 10-K for the year ended December.31, 1982, in 1-3517).
(e) 32-First Anmedment to the Unit Power Sales Agreement, dated as of June 28,: 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in.1-3517).
(e) 33 -
Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(e) 34-Middle South Utilities, Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).
E-28
(e) 35-First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Compaies Intercompany Income Tax Allocation Agreement, dated January 1, 1990 (D-2 to Form U5S for the year ended December 31, 1989).
(e) 36-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(e) 37 -
Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(e) 38-Contract for Disposal of Spent Nuclear Fuel and/or Hrigh-Level Radioactive Waste, dated February 2, 1984, among DOE, System Fuels and Entergy Louisiana (10(d)33 to Form 10-K for the year ended December 31, 1984, in 1-8474).
(e) 39-Operating Agreement between Entergy Operations and Entergy Louisiana, dated as of June 6, 1990 (B-2(c) to Rule 24 Certificate, dated June 15, 1990, in 70-7679).
(e) 40-Guarantee Agreement between Entergy Corporation and, EnWt Louisiana, dated as of September 20, 1990 (B-2(a), to Rule 24 Certificate, dated September 27, 1990, in 70-7757).
+(e) 41 -
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a) 52 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(e) 42-Entergy Corporation Annual Incentive Plan (10(a) 54 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(e) 43-Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate, dated May 24, 1991, in 70-7831).
+(e) 44-Supplemental Retirement Plan (10(a) 69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
4(e) 45 -
Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 53 to Form 10-K for the year ended December 31, 1989 in 1-3517).
+(e) 46-Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a) 71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(e) 47 -
Executive Disability Plan of Entergy Corporation and Subsidiaries (I0(a) 72 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(e) 48-Executive Medical Plan of Entergy Corporation and Subsidiaries (10(a) 73 to Form 10-K for the year ended Decemnber 31, 1992 in 1-3517).
4(e) 49-Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries (10(a) 74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
E-29
+(e) 50-Summary Description of Private Ownership Vehicle Plan of Entergy Corporation and Subsidiaries (10(a) 75 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(e) 51 -
Agreement between Entergy Corporation and Edwin Lupberger (10(a) 42 to Form 10-K for the year ended December 31, 1985 in 1-3517).
+(e) 52 -
Agreement between Entergy Corporation and Jerry D. Jackson (10(a) 68 to Form 10-K for the year ended D ember 31, 1992 in 1-3517).
+(e) 53 Agreemnen between Entergy Services and Gerald D. Mclnvale (10(a) 69 to Fonrm 10-K for the year ended December 31, 1992 in 1-3517).
+(e) 54-Agreement between System Energy and Donald C. Hintz (10(b) 47 to Form 10-K for the year ended December 31, 1991 in 1-9067).
+(e) 55 -
Summary Description of Retired Outside Director Benefit Plan (10(c)90 to Form 10-K for the year ended December 31, 1992 in 1-10764)..
+(e) 56-Amendment to Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 81 to Form 10-K for the year ended December 31, 1993 in 1-11299).
+(e) 57-System Executive Retirement Plan (10(a) 82 to Form 10-K for the year ended December 31, 1993 in:1-11299).
(e) 58 -
Installment Sale Agreement, dated July 20, 1994, between Entergy Louisiana and St. Charles Parish, Louisiana'(B-6(e),to Rule 24 Certificate dated August 1, 1994 in 70-7822).
(e) 59-Installment Sale Agreement, dated November 1, 1995, between Entergy Louisiana and St.
Charles Parish, Louisiana (B-6(a) to Rule 24 Certificate dated December 19, 1995 in 70 8487).
(e) 60-Agreement as to Expenses'and Liabilities between Entergy Louisiana, Inc. and Entergy Louisiana Capital I dated July 16, 1996 (4(d) to Form 10-Q for the quarter ended June 30, 1996 in 1-8474).
Entergy Mississippi (f) 1 -
Agreement dated April 23, 1982, among Entergy Mississippi and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(f) 2-Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-2 in 2-41080).
(f) 3-Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a) 4 in 2-41080).
(f) 4 -
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a) 4 in 2-4 1080).
E-30
(f) 5 -
Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).
(f) 6 Service Agreement with Entergy Services, dated as of April 1, 1963 (D in 37-63).
(f) 7 -
Amendment, dated January 1, 1972, to Service Agreement with Entergy Services (A to Notice, dated October 14, 1971, in 37-63).
(f)
Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a) 7 to Form 10-K for the year ended December 31, 1984, in 1-3517).
IL (f) 9 -
Amendmet, dated as of August 1, 1988, to Service Agreement with Entergy Services (10(e) 8 to Form 10-K for the year ended December 31, 1988, in 0-320).
(f) 10-Amendment, dated January 1, 1991, to Service Agreement with Entergy Services (10(e) 9 to Form 10-K for the year ended December 31, 1990, in 0-320).
(f) 11-Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a)-lI to "Form 10-K for the year'ended December 31, 1994 in 1-3517).
(f) 12 though (f) 26-See 10(a) 10(a)-26 above.
(f) 27-Installment Sale Agreement, dated as of June 1, 1974, between Entergy Mississippi and Washington County, Mississippi (B-2(a) to Rule 24 Certificate, dated August 1, 1974, in 70 5504).
(f) 28-Installment Sale Agreement, dated as of July 1, 1982, between Entergy Mississippi and independence County, Arkansas, (B-l(c) to Rule 24 Certificate dated July 21, 1982, in 70 6672).
(f) 29-Installment Sale Agreement, dated as of December 1, 1982, between Entergy Mississippi and Independence County, Arkansas, (B-l(d) to Rule 24 Certificate dated December 7, 1982, in 70-6672).
(f) 30-Amended and Restated Installment Sale Agreement, dated as of April 1, 1994, between Entergy Mississippi and Warren County, Mississippi, (B-6(a) to Rule 24 Certificate dated May 4, 1994, in 70-7914).
(f) 31-Amended and Restated Installment Sale Agreement, dated as of April 1, 1994, between Entergy Mississippi and Washington County, Mississippi, (B-6(b) to Rule 24 Certificate dated May 4, 1994, in 70-7914).
(f) 32-Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).
(f) 33-Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c) 51 to Form 10-K for the year ended December 31, 1984, in 0-375).
E-31
(f) 34-Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c) 54 to Form 10-K for the year ended December 31, 1984, in 0-375).
(f) 35 -
Owners Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi and other co-owners of the Independence Station (10(c) 55 to Form 10-K for the year ended December 31, 1984, in 0-375).
(f) 36-Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c) 56 to Form 10-K for the year ended December 31, 1984, in 0-375).
(f) 37 -
Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-I(a) in 70-6624).
+(f) 38-Post-Retirement Plan (10(d) 24 to Form 10-K for the year ended December 31, 1983, in 0-320).
(f) 39-Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a) 39 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(f) 40-First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in.1-3517).
(f) 41 -
Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(f) 42-- Sales Agreement, dated as of June 21. 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate, dated June 26, 1974, in 70-5399).
(f) 43-Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate, dated June 26, 1974, in 70-5399).
(f) 44-Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987, in 70-5399).
(f) 45-Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-I to Form U5S for the year ended December 31, 1987).
(f) 46-First Amendment dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(f) 47-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
E-32
(f) 48 -
Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Inome Tax Allocation Agreement (D-3(a) to Form U5S for the year ended Decembe 31, 1993).
+(f) 49 -
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a) 52 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(f) 50-Entergy Corporation Annual Incentive Plan (10(a) 54 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(f) 51-Equity Ownership Plan of Entergy Corporation and Subsidiaries (Ak4(a) to Rule 24 Certificate, dated May 24, 1991, in 70-7831).
+(f) 52-Supplemental Retirement Plan (10(a)69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 53-Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)53 to Form 10-K for the year ended December 31, 1989 in 1-3517).
+(f) 54-An ient No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for theyear ended December 31, 1992 in 1-3517).
+(f) 55-Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)72 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 56-Executive Medical Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 57-Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a)74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 58-Summary Description of Private Ownership Vehicle Plan of Entergy Corporation and Subsidiaries (10(a)75 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 59-Agreement between Entergy Corporation and Edwin Lupberger (10(a)-42 to Form 10-K for the year ended December 31, 1985 in 1-3517).
+(f) 60-Agreement between Entergy Corporation and Jerry D. Jackson (10(a)-68 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 61-Agreement between Entergy Services and Gerald D. McInvale (10(a)-69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(f) 62-Agreement between System Energy and Donald C. Hintz (10(b)-47 to Form 10-K for the year ended December 31, 1991 in 1-9067).
+(f) 63-Summary Description of Retired Outside Director Benefit Plan (10(c)-90 to Form 10-K for the year ended December 31, 1992 in 1-10764).
E-33
+(f) 64 -
Amdmet to Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 81 to Form 10-K for the year ended December 31, 1993 in 1-11299).
+(f) 65-System Executive Retirement Plan (10(a) 82 to Form 10-K for the year ended December 31, 1993 in 1-11299).
Entergy New Orleans (g) 1 -
AV ment, dated April 23, 1982, among Entergy New Orleans and certain other System companies, relating to System Planning and Development and Intra-Syspi Transactions
(.10(a)-I t6-Form 10-K for the year ended December 31, 1982, in 1-3517).
(g) 2 -
Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-2 in 2-41080).
(g) 3 Amendment dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)-4 in 2-41080).
(g) 4 -
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a) 4 in 2-41080).
(g) 5 Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970
.(5(a)-3 in 2-41080).
(g) 6 -
Service Agreement with Entergy Services dated as of April 1, 1963 (5(a)-5 in 2-42523).
(g) 7 -
Amendment, dated as of January 1, 1972, to Service Agreement with Entergy Services (4(a)-6 in 2-45916).
(g) 8 -
Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984, in 1-3517).
(g) 9 -
Amendment, dated as of August 1, 1988, to Service Agreement with Entergy Services (10(f)-S to Form 10-K for the year ended December 31, 1988, in 0-5807).
(g) 10-Amendment, dated Januar y 1, 1991, to Service Agreement with Entr Services (10(f)-9 to Form 10-K for the year ended December 31, 1990, in 0-5807).
(g) 11-Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a)-ll to Form 10-K for year ended Deember 31, 1994 in 1-3517).
(g) 12 (g) 26-See 10(a) 10(a)-26 above.
(g) 27-Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-l(a) in 70-6624).
+(g) 28-Post-Retirement Plan (10(e) 22 to Form 10-K for the year ended December 31, 1983, in 1-1319).
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(g) 29-Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a) 39 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(g) 30-First Aumedmen to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arknsas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984, in 1-3517).
(g) 31-Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(g) 32-Transfer Aremt, dated as of June28, 1983, among the City of New Orltans, Entegy New Orleans and Regional Transit Authority (2(a) to Form 8-K, dated June 24, 1983, in 1-1319).
(g) 33-Middle South Utilities, Inc. and Subsidiary Companies Intcompany Income Tax Allocation Agreement, dated April 28, 1988 (D-I to Form U5S for the year ended December 31, 1987).
(g) 34-First Amendment,. dated January 1, 1990, to the Middle: South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year endedDecember 31, 1989).
(g) 35-Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(j) 36 -
Third Amandmentdated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
+(g) 37 -
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)52 to Form 10-K for the year ended December 31, 1989, in 1-3517).
+(g) 38-Entergy Corporation Annual Incentive Plan (10(a)54 to Form 10-K for the year ended December,31, 1989,in 1-3517).
+(g) 39-Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24
'Certificate, dated May 24, 1991, in 70-7831).
+(g) 40-Supplemental Retirement Plan (10(a)69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 41 -
Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)53 to Form 10-K for the year ended Decenber.31,1989 in 1-3517).
+(g) 42-Amendment No. I to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 43 -
Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)72 to Form 10-K for the year ended December 31, 1992 in. 1-3517).
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+(g) 44-Executive Medical Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 45-Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a)74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 46-Summary Description of Private Ownership Vehicle Plan of Entergy Corporation and Subsidiaries (10(a)75 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 47-Agreement between Entergy Corporation and Edwin Lupberger (10(a)-42 t* Form 10-K for the year ended December 31, 1985 in 1-3517).
+(g) 48 -
Agreement between Etergy Corporation and Jerry D. Jackson (10(a)-68 to Form 10-K for the yearended December 31, 1992 in 1-3517).
+(g) 49 -
Agreement between Entergy Services and Gerald D. Mclnvale (10(a)-69 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(g) 50-Agreement between System Energy and Donald C. Hintz (10(b)-47 to Form 10-K for the year ended Decembe 31, 1991 in 1-9067).
+(g) 51 -
Summary Description of Retired Outside Director Benefit Plan (10(c)-90 to Form 10-K for the year ended December 31, 1992 in 1-10764).
+(g) 52 -
Amendment to Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a) 81 to Form 10-K for the year ended December 31, 1993 in 1-11299).
+(g) 53 -
System Executive Retirement Plan (10(a) 82 to Form 10-K for the year ended December 31, 1993 in 1-11299).
(12) Statement Re Computation of Ratios
- (a) Entergy Arkansas's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
- (b) Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
- (c) Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
- (d) Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
- (e) Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred. Dividends, as defined.
- (f) System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.
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(18) Letter Re Change in Accounting Principles
- (a) Letter from Coopers & Lybrand L.L.P. regarding change in accounting principles for System Energy.
- (b) Letter from Coopers & Lybrand L.L.P. regarding change in accounting principles for Entergy.
- (21) Subsidiaries of the Registrants (23) Consents of Experts and Counsel
- (a) The consent of Coopers & Lybrand L.L.P. is contained herein at page 211.
- (b) The consent of Sandlin Associates is contained herein at page 213.
- (24) Powers of Attorney (27) Financial Data Schedule
- (a) Financial Data Schedule for Entergy Corporation and Subsidiaries as of December 31, 1996.
- (b) Financial Data Schedule for Entergy Arkansas as of December 31, 1996.
- (c) Financial Data Schedule for Entergy Gulf States as of December 31, 1996.
- (d) Financial Data Schedule for EntergY Louisiana as of December 31, 1996.
- (e) Financial Data Schedule for Entergy Mississippi as of December 31, 1996.
- (f) Financial Data Schedule for Entergy New Orleans as of December 31, 1996.
- (g) Financial Data Schedule for System Energ as of December 31, 1996.
- Filed herewith.
+ Management contracts or compensatory plans or arrangements.
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