-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dkuWK0RHHDDG6TQLIQyBU+W5XutumGKef/swBSwJcyf0oRooiRKEDwOX9juDwuMT ++gV7ThDzAXUoLRI7wFAdA== 0000065984-95-000027.txt : 19950619 0000065984-95-000027.hdr.sgml : 19950619 ACCESSION NUMBER: 0000065984-95-000027 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19950616 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08653 FILM NUMBER: 95547602 BUSINESS ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 U-1 1 File No. 70-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM U-1 _______________________________ APPLICATION-DECLARATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _________________________________ Entergy Corporation Arkansas Power & Light Company 639 Loyola Avenue 425 West Capitol Avenue New Orleans, Louisiana 70113 Little Rock, Arkansas 72201 Entergy Services, Inc. Louisiana Power & Light Company 639 Loyola Avenue 639 Loyola Avenue New Orleans, Louisiana 70113 New Orleans, Louisiana 70113 Entergy Enterprises, Inc. Mississippi Power & Light Company 900 South Shackleford Road 308 East Pearl Street Little Rock, Arkansas 72211 Jackson, Mississippi 39215 Gulf States Utilities Company New Orleans Public Service Inc. 350 Pine Street 639 Loyola Avenue Beaumont, Texas 77701 New Orleans, Louisiana 70113 Entergy Systems and Service, Inc. System Energy Resources, Inc. 4740 Shelby Drive, Suite 105 1340 Echelon Parkway Memphis, Tennessee 38118 Jackson, Mississippi 39213 (Names of companies filing this statement and addresses of principal executive offices) _____________________________________ Entergy Corporation (Name of top registered holding company parent of each applicant or declarant) ___________________________________ Gerald D. McInvale John J. Cordaro Executive Vice President and President Chief Financial Officer New Orleans Public Service Inc. Entergy Corporation 639 Loyola Avenue 639 Loyola Avenue New Orleans, Louisiana 70113 New Orleans, Louisiana 70113 Jerry D. Jackson R. Drake Keith Executive Vice President President Entergy Services, Inc. Arkansas Power & Light Company 639 Loyola Avenue 425 West Capitol Avenue New Orleans, Louisiana 70113 Little Rock, Arkansas 72201 Frank Gallaher Gerald D. McInvale President Executive Vice President and Gulf States Utilities Company Chief Financial Officer 350 Pine Street Entergy Enterprises, Inc. Beaumont, Texas 77701 900 Shackleford Road Little Rock, Arkansas 72211 John J. Cordaro Donald E. Meiners President President Louisiana Power & Light Company Mississippi Power & Light Company 639 Loyola Avenue 308 East Pearl Street New Orleans, Louisiana 70113 Jackson, Mississippi 39215 Donald C. Hintz John L. Bosch President Treasurer System Energy Resources, Inc. Entergy Systems and Service, Inc. 1340 Echelon Parkway 4740 Shelby Drive, Suite 105 Jackson, Mississippi 39213 Memphis, Tennessee 38118 (Names and addresses of agents for service) __________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Frederick F. Nugent, Esq. Laurence M. Hamric, Esq. General Counsel J. Wayne Anderson, Esq. Entergy Enterprises, Inc. Entergy Services, Inc. Three Financial Centre, Suite 210 639 Loyola Avenue Little Rock, AR 72211 New Orleans, LA 70113 William T. Baker, Jr., Esq. Reid & Priest 40 West 57th Street New York, NY 10019 Item 1. Description of Proposed Transactions. Entergy Corporation ("Entergy"), a Delaware corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and its wholly-owned subsidiaries, Arkansas Power & Light Company ("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana Power & Light Company ("LP&L"), Mississippi Power & Light Company ("MP&L"), New Orleans Public Service Inc. ("NOPSI") (AP&L, GSU, LP&L, MP&L and NOPSI being collectively referred to herein as the "System Operating Companies"), System Energy Resources, Inc. ("SERI"), Entergy Services, Inc. ("ESI"), Entergy Enterprises, Inc. ("Enterprises") and Entergy Systems and Service, Inc. ("Entergy SASI") hereby seek all requisite approvals from the Securities and Exchange Commission ("Commission") under Sections 6(a), 7, 9(a), 10, 11, 12 and 13(b) of the Act and Rules 45, 87, 90, 91, 92, 93 and 94 thereunder (1) for Entergy to organize a new subsidiary company proposed to be called Entergy Technologies Company ("ETC") and to provide funding to ETC in an aggregate amount up to $100 million through December 31, 1998; (2) for ETC to enter into arrangements with the System Operating Companies, ESI and other Entergy System companies permitting ETC to use and make available to non-associate companies from time to time certain unused capacity on the Entergy System's Telecommunications Backbone System for the purpose of providing interstate "long haul" or "carrier of carriers" services; (3) for ETC to engage in research and development activities relating to telecommunications and information systems and products that might potentially be deployed on a utility or non-utility basis, or both, by the Entergy System; (4) for ETC to effect borrowings from external sources from time to time through December 31, 1998 in an aggregate principal amount not to exceed $100 million at any one time, and for Entergy to provide guarantees of such indebtedness; (5) for ETC to obtain certain services from ESI; and (6) for certain related transactions, all as more particularly described below. A. Background Entergy, through the System Operating Companies, is primarily engaged in the generation, transmission and distribution of electricity, serving approximately 2.4 million customers within the States of Arkansas, Louisiana, Mississippi and Texas. In conjunction with the providing of electric service, the System Operating Companies, SERI and ESI currently own and operate the component parts of the Backbone System, as well as microwave and two-way radio communications systems (operating at various frequencies, including 150 Mhz, 450 Mhz and 800 Mhz, 2 and 6 Ghz). In addition, when it is practical or cost- efficient to do so, Entergy System companies purchase or arrange for the use of telecommunications capacity, such as local access trunks, private lines and high speed data transmission links, owned by non-System parties. These wire and wireless systems are used primarily for day-to-day utility communications, data transmission and information processing between offices and personnel, System operations, communications between dispatchers and work crews, and communications with state and federal public safety and emergency management agencies. In an increasingly competitive environment, it is essential for the Entergy System to have a technologically advanced telecommunications system. Such a system enables the System Operating Companies to staff crews efficiently, minimize overtime, meet customer emergency and other service needs promptly, and maintain system operations and reliability. Moreover, the varied and complex electric power transactions likely to occur in the future will require greater use and coordination of utility telecommunications networks, and thus create a greater need for reliable and sophisticated voice and data telecommunications systems. The Entergy System's paramount objective with respect to telecommunications is to have a telecommunications system that will most cost effectively permit the System Operating Companies, SERI and ESI to meet their existing and forecasted needs for utility telecommunications and information capabilities and technologies, while optimizing the use of emerging technologies for enhanced utility operations, including energy management, data transmission and other utility-related applications of telecommunications infrastructure. As a result of the need for System telecommunications integration following the combination of GSU into the Entergy System, and in connection with the normal replacement of deficient or storm damaged shield wire, the Entergy System is and has been extending and upgrading the Backbone System from New Orleans, Louisiana, to Bryan, Texas, and elsewhere. Digital telecommunication facilities inherently have the capacity for multi-party use, and technological advances and improvements that increase the capability of fiber optic and radio facilities to transmit information are occurring rapidly. For example, the electronic equipment that impresses the signal on fiber optic cable can readily be upgraded to expand the capability of a fiber optic system to carry information. Thus, enhancements to the capacity of communications facilities can be accomplished largely by upgrading the associated electronics. Moreover, due to economies of scale and other considerations, it is cost effective to install fiber optic cable with more capacity than is needed for current business purposes at the time of installation. Indeed, it is customary in the industry for utilities to install substantially more fiber optic capacity than may be needed for utility-related purposes at a given time. As a result, there currently exists capacity on the Backbone System that will not be activated by the System companies for internal communications, data transmission or other purposes related to utility operations until some future time. Entergy intends to pursue opportunities that arise to make available unused capacity on the Backbone System to non- associate companies to provide interstate "long haul" or "carrier of carriers" services. This consists of providing bulk telecommunications capacity on a wholesale basis to other carriers, who in turn resell such capacity to third parties for interstate service. The provision of unused capacity to non-associates will benefit the Entergy System, its customers and its investors by, among other things, permitting recovery of a portion of the costs of the Backbone System from non-associates, thereby helping to reduce the costs of such system borne by the System Operating Companies and their customers. As discussed further below, Entergy proposes to form a special purpose subsidiary (i.e., ETC) in order to facilitate the provision of unused telecommunications capacity to third parties, and the development of an advanced telecommunications system. ETC will incur all business risks associated with commercialization of unused capacity on the Backbone System. B. Description of Backbone System The System Operating Companies and ESI currently own and operate an extensive telecommunications Backbone System running within the Entergy System's service territory. The Entergy System will have added approximately 750 miles of fiber to the Backbone System by the end of 1997, including approximately 450 miles of fiber optic cable that will integrate GSU's service area into the existing Backbone System. In addition, Entergy will be replacing an aging analog microwave system used throughout much of southwestern Louisiana and southeast Texas with a high capacity digital microwave system. The existing Backbone System links the major metropolitan areas and principal support centers (Data Center and Systems Operations Center), large generating stations and transmission/distribution centers within the Entergy System service areas in Arkansas, Louisiana and Mississippi. The service territory of GSU is presently connected to the Backbone System via fiber links leased from other service providers and an outmoded analog microwave system. LP&L and GSU are currently constructing their respective portions of the Backbone System that, when completed, will run approximately 450 miles from New Orleans, Louisiana, through Baton Rouge and Lake Charles, Louisiana, westward through Beaumont, Texas, and to GSU's western service territory border near Bryan, Texas. In addition, the existing analog microwave systems are being upgraded with higher capacity digital microwave (6 Ghz) systems. The estimated book value, as of December 31, 1994, of the total investment by System companies in the Backbone System, inclusive of associated electronics and other equipment, was approximately $17.3 million. The System Operating Companies and ESI use the Backbone System primarily for carrying out day-to-day telecommunications and data transmission activities that are essential for safe and reliable utility operations, dispatch of generating stations, internal information networks and computing, data collection and transfer, emergency communications, accounting and other utility- related purposes. The Backbone System also is used in conjunction with the System's wireless communications facilities. Although fiber optics make up the majority of Entergy's telecommunications network, high capacity digital microwave will continue to play a major role, particularly where installation costs for fiber are high. Reliability and availability are key factors in the operation of an electric grid. In order to provide the highest level of reliability and availability, "loops" are designed along fiber backbone routes to allow breaks or interruptions affecting traffic to be bypassed using alternate routing. In many instances, telecommunications facilities are served with emergency or backup power to enhance reliability. There are many locations outside normal backbone routes (e.g., service offices, substations, etc.) that are supported via microwave. The use of fiber in most of these cases would be prohibitively expensive. Due to recent technical advances in microwave equipment, capacities up to 155 Mbs are now possible. In some cases, unused capacity may be available along these microwave routes that could be offered to non-associates in the same manner as planned for the Entergy System's unused fiber optic capacity. These microwave systems would fall under the regulatory authority of the Federal Communications Commission ("FCC"). Prior to entering into any such transactions with non-associates relating to these microwave routes, any required approvals and licenses would be obtained from the FCC. C. Organization and Business of ETC Entergy proposes to form and capitalize a new subsidiary company, Entergy Technologies Company or ETC, in order more effectively to make available to non-associate companies telecommunications capacity on the Backbone System to the extent such capacity is not being used by other System companies. ETC would enter into one or more Capacity Use and Service Agreements with the System Operating Companies and ESI under which they would make available to ETC unused capacity on the Backbone System, as determined from time to time. The System Operating Companies and ESI would retain full ownership of, and rights to operate and maintain, their respective portions of the Backbone System. Capacity on the Backbone System would not be deemed unused or made available to ETC for any period of time in which it would interfere with the actual and anticipated usage of the Backbone System for utility purposes by other System companies. Under the Capacity Use and Service Agreements, ETC would receive only the right to commercialize for interstate carrier of carriers purposes the unused communications capacity on the Backbone System (i.e., the right to commercialize the signal transmission and carrying capability of the Backbone System). Accordingly, the System Operating Companies would not transfer ownership or control of the Backbone System to ETC or to any non- associate company. ETC would be responsible pursuant to the Capacity Use and Service Agreements for monitoring, establishing and evaluating operational standards for use of the Backbone System by its non-associates. ETC also would cause to be developed, constructed and installed at no cost to the System Operating Companies or ESI equipment and facilities to link the Backbone System to the telecommunications systems of other carriers. Any such equipment or facilities located on utility property would be owned by the appropriate System Operating Company or ESI. ETC also, under certain circumstances, would make additional investments in advanced electronics and other new technologies that could serve to enhance the transmission capability of the Backbone System. ETC would pay for the full costs (including both capital and increased operating and maintenance expenses) of such upgrades, if such upgrades are not primarily for utility-related purposes or if they would not have been necessary but for the use of capacity by ETC pursuant to Capacity Use and Service Agreement(s). As noted above, ETC proposes to make unused capacity on the Backbone System available to non-associate companies to provide interstate "long haul" or "carrier of carrier" services. In so doing, ETC may acquire rights to use the capacity of telecommunications systems of non-System parties in order to enhance its ability to commercialize the unused capacity on the Backbone System. This would be done at no cost to the System Operating Companies. Arrangements with non-associates may take the form of capacity exchanges or other reciprocal use or "in kind" transactions, pooling arrangements, consortia, joint ventures or other transactions involving the use of, or access to, the unused capacity on the Backbone System for the purposes described above. The purposes of these transactions would include, but not be limited to, providing alternative or extended routing for fiber-based or wireless telecommunications, creating back-up or other redundant telecommunications networks, and other measures designed to enhance the capability and value of the Backbone System. The particular terms and conditions regarding the provision of interstate carrier of carriers telecommunications services by ETC to non-associates would be negotiated at arm's length between such parties. In addition, ETC may provide unused capacity on the Backbone System, at cost (determined in accordance with Rules 90 and 91), to associate companies that are not regulated utilities, including Enterprises and Entergy SASI. Such capacity may be provided, for example, in conjunction with the development of enhanced utility or energy-related applications of telecommunications facilities and other services, including remote meter reading, load management and energy management technologies and systems. Entergy believes that, in light of the rapid emergence of specialized technologies and operating practices associated with sophisticated telecommunications systems, it is important to establish a separate organization dedicated to the commercialization of unused capacity on the Backbone System and to the recognition and adaptation of existing and new telecommunications technology to evolving utility and non-utility markets and regulatory environments. Thus, in addition to engaging in transactions relating to the Backbone System's unused capacity, ETC will be a "clearinghouse" for telecommunications and information systems technologies, undertaking research and development activities, field testing various manufacturers' equipment, and evaluating prototype technologies and equipment that may be useful in enhancing the operation of utility and non- utility telecommunications facilities. Entergy believes such activities will facilitate the design and development of communications practices and applications in connection with the Backbone System. In conjunction with such activities, ETC may acquire ownership of, or licenses to use or sublicense, telecommunications products or technologies, and may provide consulting services. There are additional, significant advantages to establishing ETC to facilitate the commercialization of available, unused capacity on the Backbone System to non- associates. The use of ETC to perform this function will permit unused capacity on the Backbone System to be marketed more efficiently to third parties. ETC's focus would be the commercialization of such unused capacity in the interstate "long- haul" and "carrier of carriers" market along with research and development activities. The use of a separate legal entity (i.e., ETC) to market the System's unused communications capacity will be accomplished so as to fully insulate the System Operating Companies and their utility customers from the costs as well as the business and financial risks relating to ETC's activities. ETC's business activities would be funded exclusively by Entergy, and no funding or credit support will be provided to ETC by any System Operating Company. The creation of ETC also will facilitate the ongoing development and operation by the Entergy System, at a lower cost to ratepayers than otherwise would be the case, of a sophisticated, integrated telecommunications system which, as indicated above, will continue to serve the System's utility business and benefit utility customers. Entergy expects to staff ETC initially through a combination of recruiting (e.g., marketing and business staff) and transfers from ESI. Total staffing is not expected to exceed thirty employees, including up to ten employees transferred from ESI. In accordance with the terms of settlement arrangements among the Entergy System Operating Companies and certain of their retail regulators (the "Settlement Arrangements"), Entergy would not effect any personnel transfers that would adversely affect ESI or any System Operating Company. Moreover, except as otherwise authorized by the Commission or as permitted by applicable law, no more than one percent (1%) of the total number of the personnel of the System Operating Companies and ESI would be utilized by ETC at any one time in connection with its authorized activities. In exchange for the right under the Capacity Use and Service Agreements to commercialize the unused capacity on the Backbone System, ETC would pay to the respective System companies a monthly charge calculated pursuant to the Settlement Arrangements to fully reimburse each System company for its direct and indirect costs associated with that portion of the capacity of the Backbone System being made available to ETC. ETC will receive from the System Operating Companies under the Capacity Use and Service Agreements installation, operations, maintenance and repair services relating to their respective portions of the Backbone System. In accordance with the Settlement Arrangements, ESI and the System Operating Companies would charge ETC for the fully allocated direct and indirect cost of the telecommunications services provided. The System Operating Companies would apply such payments to reduce their costs of service, to the extent that the related facilities are in rate base or otherwise are used in utility operations. The Capacity Use and Service Agreements will contain provisions that ensure that ETC's usage, and the usage by non-associates, of the Backbone System would not in any way interfere with the operation of the Backbone System by the System Operating Companies and ESI. Furthermore, as noted above, the System Operating Companies and ESI would retain full ownership of, and the right and responsibility to operate and maintain, the Backbone System in the performance of their respective businesses. To the extent that any upgrades of the Backbone System are contemplated primarily for utility purposes, the System Operating Companies or ESI would fund the costs of and deploy the assets, and payments under the Capacity Use and Service Agreements would be adjusted accordingly. ETC would pay for the full costs (including both capital and increased operating and maintenance expenses) of such upgrades, if such upgrades are not primarily for utility-related purposes or if they would not have been necessary but for the use of capacity by ETC pursuant to Capacity Use and Service Agreements. ETC will further agree under the Capacity Use and Service Agreement(s) to indemnify and hold harmless the System Companies and ESI from any claims, liabilities and costs arising out of or related to ETC's activities with respect to its customers' use of the Backbone System. A proposed form of Capacity Use and Service Agreement, including a more detailed description of the calculation of payments by ETC thereunder, will be filed as Exhibit B-1 hereto. Although ETC will have its own managerial, technical and administrative staff, pending full deployment of its own workforce, and from time to time thereafter, ETC will receive services from ESI and the System Operating Companies, including managerial, accounting, technical, engineering, legal and other services. Therefore, ETC will enter into a service agreement with ESI whereby ESI would perform or cause to be performed for ETC these various services relating to the Backbone System, similar to the services that ESI currently provides to other non- utility System companies such as EEI. A proposed form of Service Agreement with ESI will be filed as Exhibit B-2 hereto. D. Capitalization and Financing of ETC Entergy proposes to incorporate ETC under Delaware law as a direct wholly-owned subsidiary of EEI, with an authorized capital of up to 1,000 shares of common stock with a par value of $.01 per share. EEI would subscribe to and purchase all of ETC's common stock for a price of $1,000 per share, using funds contributed or loaned to EEI by Entergy. EEI would provide ETC with additional funding from time to time through December 31, 1998 in the form of capital contributions, open account advances, or loans, or combination thereof, in an aggregate amount not to exceed $100 million. Entergy proposes to provide funding to EEI for reinvestment in ETC out of Entergy's internally generated cash and other available cash resources. Loans from Entergy to EEI and from EEI to ETC will bear interest at a rate per annum not in excess of the prime commercial lending rate announced from time to time by a money center bank designated by Entergy plus 3%, and will have a final maturity not to exceed 20 years from the date a loan is made. In addition, ETC seeks authority to incur borrowings from external sources in an aggregate amount not to exceed $100 million at any one time outstanding. Such borrowings would be evidenced by notes issued by ETC, would have final maturities not to exceed 20 years from their date of issuance, and would bear interest at rates not to exceed the greater of (i) the prime rate as described above plus 5% per annum or (ii) 14% per annum. Such loans may be guaranteed by EEI and/or Entergy. ETC would use the proceeds of such investments by EEI and external borrowings to make payments to the System Operating Companies and ESI under the Capacity Use and Service Agreement and the Service Agreement, to pay debt service and to meet its working capital and other cash needs. None of the proceeds to be received by ETC or ESI in connection with the proposed transactions will be used to invest directly or indirectly in an exempt wholesale generator or foreign utility company, as such terms are used in Sections 32 and 33, respectively, of the Act. All the applicable conditions of Rule 53(a) under the Act are and, assuming the consummation of the transactions proposed herein, will be satisfied, and none of the conditions of Rule 53(b) exists or, as a result of the transactions, will exist. In compliance with Rule 53, Entergy states the following information: (1) Entergy's aggregate investment (as defined in Rule 53) in EWGs and FUCOs was approximately 7.9% of Entergy's consolidated retained earnings (as defined in Rule 53) at December 31, 1994. (2) Entergy maintains books and records to identify investments in and earnings from any EWG or FUCO in which it directly or indirectly holds an interest. (3) For each FUCO or foreign EWG that is a majority- owned subsidiary company (as defined in Rule 53) of Entergy, and for each United States EWG in which Entergy directly or indirectly holds an interest, the books and records shall be kept, and financial statements shall be prepared, in accordance with generally accepted accounting principles ("GAAP"), and Entergy undertakes to provide the Commission access to such books and records and financial statements (in English) as the Commission may request. Entergy's only current direct or indirect investment of this type is a 50% interest, owned through Entergy's EWG subsidiaries, Entergy Power Development Corporation and Entergy Richmond Power Corporation, in an independent power plant in Richmond, Virginia that has been certified as an EWG. The books and records and financial statements of these entities are kept and prepared in accordance with GAAP. (4) For each FUCO or foreign EWG in which Entergy directly or indirectly owns 50% or less of the voting securities, Entergy will proceed in good faith, to the extent reasonable under the circumstances, to cause the books and records to be kept, and financial statements to be prepared, in accordance with GAAP, and to cause the Commission to have access to such books and records and financial statements (in English) as the Commission may request. In any event, Entergy will make available to the Commission any books and records of such entity that are available to Entergy. If such books and records and financial statements are maintained according to a comprehensive body of accounting principles other than GAAP, Entergy will, upon request, describe and quantify each material variation from GAAP. Entergy currently has investments of 50% or less in each of three FUCOs located in Argentina, on located in Pakistan and one located in India, the books and records and financial statements of which are kept and prepared in accordance with GAAP. (5) Less than 2% of the employees of Entergy's domestic public-utility company subsidiaries render or will render services, at any one time, directly or indirectly, to EWGs or FUCOs in which Entergy has a direct or indirect interest. (6) Entergy has submitted a copy of this Application- Declaration on Form U-1, as amended, to the Federal Energy Regulatory Commission and to each of the public service commissions having jurisdiction over the retail rates of Entergy's public utility company subsidiaries. (7) Neither Entergy nor any subsidiary company thereof has been the subject of a bankruptcy or similar proceeding. (8) Average consolidated retained earnings for the four most recent quarterly periods have not decreased by 10% from the average for the previous four quarterly periods, and aggregate investment in EWGs and FUCOs at December 31, 1994 ($175.7 million) is less than 2% of total capital invested in utility operations at that date ($15,917 million). (9) Entergy's reported operating losses for the year 1994 attributable to its direct or indirect EWG and FUCO investments totaled $2.9 million, which is 0.1% of consolidated retained earnings at December 31, 1994." Item 2. Fees, Commissions, and Expenses. To be filed by amendment. Item 3. Applicable Statutory Provisions. The Applicants believe that Sections 6(a), 7, 9(a), 10, 11, 12 and 13(b) of the Act and Rules 45, 87, 90, 91, 92, 93 and 94 thereunder are or may be applicable to the proposed transactions. To the extent that any other provisions of the Act or the rules promulgated thereunder may be applicable to the proposed transactions, the Applicants hereby request appropriate orders thereunder. Item 4. Regulatory Approval. All state and local commissions having regulatory jurisdiction over the System Operating Companies have been advised of the transactions proposed herein and have received copies of this filing. Representatives of Entergy are in the process of holding individual meetings with each of such regulatory authorities for the purpose of discussing the transactions proposed herein and determining the extent to which state or local regulatory approvals, if any, with respect thereto may be required. The certificate of public convenience and necessity granted to MP&L by the Mississippi Public Service Commission for MP&L's portion of the Backbone System restricts the use of that portion to internal Entergy System purposes. It will be necessary for MP&L to make an appropriate filing with the MPSC to have this restriction in the certificate modified to permit the transactions described herein. Under the Texas Public Utility Regulatory Act, the Public Utility Commission of Texas has authority in ratemaking proceedings to examine transactions among utilities subject to its jurisdiction and their affiliates. Entergy believes that ETC would be an affiliate of GSU for purposes of Texas law. Other utility regulatory bodies having jurisdiction over the System Operating Companies may exercise authority over affiliate transactions by statute, rule or order, or pursuant to the Settlement Arrangements referred to hereinabove. Entergy is aware of no prior regulatory approvals other than the aforementioned amendment to its certificate of public convenience and necessity in Mississippi that would be necessary for the proposed transactions. With respect to regulation by the FCC under the Communications Act of 1934, as amended, it is intended that ETC would conduct its activities as a private carrier under such Act. Item 5. Procedure. The Applicants request that the Commission issue its order as soon as practicable, but in any event no later than August 1, 1995. The Applicants hereby (1) waive a recommended decision by a hearing officer or other responsible officer of the Commission, (2) consent that the Division of Investment Management may assist in the preparation of the Commission's decision in this proceeding, and (3) request that there be no waiting period between the issuance of the Commission's order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements. (a) Exhibits: A-1 - Proposed Articles of Incorporation of Entergy Technologies Company (to be filed by amendment). A-2 - Proposed Bylaws of Entergy Technologies Company (to be filed by amendment). B-1 - Form of Capacity Use and Service Agreement (to be filed by amendment). B-2 - Form of Service Agreement (to be filed by amendment). F - Opinion(s) of Counsel (to be filed by amendment). H - Suggested Form of Notice. (b) Financial Statements: Financial Statements of Entergy Corporation and of Entergy Corporation and Subsidiaries, Consolidated, as of March 31, 1995, including pro forma journal entries. Except as reflected in the Financial Statements, no material changes not in the ordinary course of business have taken place since March 31, 1995. Item 7. Information as to Environmental Effects. (a) The Commission's action in this matter will not constitute any major federal action significantly affecting the quality of the human environment. (b) No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. Entergy Corporation Entergy Services, Inc. Arkansas Power & Light Company Gulf States Utilities Company Louisiana Power & Light Company Mississippi Power & Light Company New Orleans Public Service Inc. System Energy Resources, Inc. By: /s/ Gerald D. McInvale Gerald D. McInvale Executive Vice President and Chief Financial Officer Entergy Systems and Service Inc. By: /s/ Gerald D. McInvale Gerald D. McInvale Chairman of the Board Entergy Enterprises, Inc. By: /s/ John Brayman John Brayman Executive Vice President Dated: June 16, 1995 _______________________________ Entergy and its various direct and indirect subsidiaries comprise the Entergy System ("Entergy System" or "System"), which currently consists of (1) five retail electric utility companies (i.e., the System Operating Companies), (2) a wholesale generating company that sells power to the System Operating Companies (i.e., SERI) (3) a wholesale generating company that sells power to non-affiliates, Entergy Power, Inc., (4) a service company subsidiary ( i.e., ESI), (5) a nuclear management service company, Entergy Operations, Inc., (6) a non-utility development and consulting company (i.e., Enterprises), (7) a fuel supply company, System Fuels, Inc., (8) an energy management services company, (i.e., Entergy SASI), (9) subsidiary companies formed to own Entergy's interests in certain Argentine utility companies exempt pursuant to orders of the Commission issued under Section 3(b) of the Act, and (10) various other direct and indirect subsidiary companies formed to own Entergy's interests in "eligible facilities" within the meaning of Section 32(a) of the Act and "foreign utility companies" within the meaning of Section 33 of the Act. The "Backbone System" is defined for purposes hereof as the Entergy System's fiber optic network, high capacity analog and digital telecommunications systems, and related coaxial cables, computers, software and other telecommunications equipment, facilities and property, and any future extensions and additions to such systems, equipment, facilities and property. The primary cost advantage of installing additional fibers in the cable results from the high removal and reinstallation costs for replacing the shield wire that houses the fiber optic cable. These costs alone account for approximately 50% of the total cost of any fiber installation project. The cost to add additional fibers in a cable currently is approximately $.06 per fiber foot or about $316.00 per fiber mile. The cost to remove an old shield wire and install a new one is approximately $18,000.00 per mile. Therefore, by adding 10 additional fibers initially, the cost savings over a 10 mile fiber segment would be approximately $150,000.00. See, e.g., Central and South West Corporation, et al., Holding Company Act Release ("HCAR") No. 26061 (dated June 3, 1994) (noting that CSW had installed more fiber optic capacity than needed at the time); cf. Southern Company, HCAR No. 26211 (dated December 30, 1994) (noting that up to 80% of the capacity of Southern's 800 Mhz two-way wireless communications system might be used to serve nonassociates). Reference is made to the Application-Declaration on Form U-1 in File No. 70-8529 currently pending before the Commission and to Footnote 6, infra, for further information with respect to the Settlement Arrangements. The Application-Declaration on From U-1 in File No. 70-8529, currently pending before the Commission, seeks certain authorizations from the Commission in connection with the Settlement Arrangements. The Settlement Arrangements are comprised of (i) a Settlement Agreement between certain Entergy System companies and the retail rate regulators in the States of Arkansas and Mississippi and the City of New Orleans and (ii) Affiliate Interest Conditions applicable to LP&L and GSU in connection with the Louisiana Public Service Commission's order approving the combination of GSU into the Entergy System. EX-99 2 Exhibit H SUGGESTED FORM OF NOTICE Entergy Corporation ("Entergy"), 639 Loyola Avenue, New Orleans, Louisiana 70113, a registered holding company, and its wholly owned electric utility subsidiaries, Arkansas Power & Light Company, Gulf States Utilities, Louisiana Power & Light Company, Mississippi Power & Light Company, New Orleans Public Service Inc. (these electric utility subsidiaries being collectively referred to herein as the "System Operating Companies"), System Energy Resources, Inc., Entergy Services, Inc., Entergy Enterprises, Inc. and Entergy Systems and Service, Inc., have filed an Application-Declaration under Sections 6(a), 7, 9(a), 10, 11, 12, and 13(b) of the Public Utility Holding Company Act of 1935 and Rules 45, 87, 90, 91, 92, 93 and 94 thereunder. Entergy proposes to organize a new subsidiary to be called Entergy Technologies Company ("ETC") and to provide funding to ETC in a aggregate amount up to $100 million through December 31, 1998. ETC would enter into arrangements with the System Operating Companies, and other Entergy subsidiary companies permitting ETC to use and make available to non-associate companies from time to time certain unused capacity on the Entergy System Operating Companies' fiber optic and microwave telecommunications systems for the purpose of providing interstate carrier of carriers telecommunications services. ETC would engage in research and development activities relating to telecommunications and information systems and products that might potentially be deployed on a utility or non-utility basis, or both. ETC would also effect borrowings from external sources from time to time through December 31, 1998 in a aggregate principal amount not to exceed $100 million at any one time, and Entergy would have the authority to provide guarantees of such indebtedness. The Application- Declaration further proposes that ETC would obtain certain administrative and support services from ESI; and seeks general authority for certain ancillary transactions, all as more particularly described therein. EX-99 3 FINANCIAL STATEMENTS ____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED ------------------------ AS OF MARCH 31, 1995 (Unaudited)
ENTERGY CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET March 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After ASSETS Transaction Filing Transaction (In thousands) Utility Plant: Electric $21,227,444 $21,227,444 Plant acquisition adjustment - Net 483,889 483,889 Electric plant under leases 668,843 668,843 Property under capital leases - electric 159,279 159,279 Natural gas 164,043 164,043 Steam products 77,307 77,307 Construction work in progress 532,525 532,525 Nuclear fuel under capital leases 259,903 259,903 Nuclear fuel 65,032 65,032 ----------- --- ----------- Total 23,638,265 0 23,638,265 Less - accumulated depreciation and amortization 7,799,939 7,799,939 ----------- --- ----------- Utility plant - net 15,838,326 0 15,838,326 ----------- --- ----------- Other Property and Investments: Decommissioning trust funds 225,446 225,446 Other 291,031 291,031 ----------- --- ----------- Total 516,477 0 516,477 ----------- --- ----------- Current Assets: Cash and cash equivalents: Cash 101,914 101,914 Temporary cash investments - at cost, which approximates market 473,329 473,329 ----------- --- ----------- Total cash and cash equivalents 575,243 0 575,243 Special deposits 6,082 6,082 Notes receivable 13,958 13,958 Accounts receivable: Customer (less allowance for doubtful accounts of $6.7 million) 281,167 281,167 Other 43,653 43,653 Accrued unbilled revenues 216,703 216,703 Fuel inventory 102,816 102,816 Materials and supplies - at average cost 371,393 371,393 Rate deferrals 384,236 384,236 Prepayments and other 93,237 93,237 ----------- --- ----------- Total 2,088,488 0 2,088,488 ----------- --- ----------- Deferred Debits and Other Assets: Regulatory Assets: Rate deferrals 1,369,470 1,369,470 SFAS 109 regulatory asset - net 1,409,930 1,409,930 Unamortized loss on reacquired debt 232,382 232,382 Other regulatory assets 315,236 315,236 Long-term receivables 284,511 284,511 Other 334,095 334,095 ----------- --- ----------- Total 3,945,624 0 3,945,624 ----------- --- ----------- TOTAL $22,388,915 $0 $22,388,915 =========== === ===========
ENTERGY CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET March 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After CAPITALIZATION AND LIABILITIES Transactions Filing Transactions (In thousands) Capitalization: Common stock, $0.01 par value, authorized 500,000,000 shares; issued 230,017,485 shares $2,300 $2,300 Paid-in capital 4,199,780 4,199,780 Retained earnings 2,076,824 2,076,824 Less - treasury stock (2,271,035 shares ) 67,378 67,378 ----------- --- ----------- Total common shareholders' equity 6,211,526 0 6,211,526 Subsidiaries' preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 543,455 543,455 With sinking fund 283,198 283,198 Long-term debt 7,035,128 7,035,128 ----------- --- ----------- Total 14,223,307 0 14,223,307 ----------- --- ----------- Other Noncurrent Liabilities: Obligations under capital leases 265,889 265,889 Other 321,285 321,285 ----------- --- ----------- Total 587,174 0 587,174 ----------- --- ----------- Current Liabilities: Currently maturing long-term debt 364,885 364,885 Notes payable 133,242 133,242 Accounts payable 400,687 400,687 Customer deposits 137,019 137,019 Taxes accrued 155,608 155,608 Accumulated deferred income taxes 32,099 32,099 Interest accrued 182,393 182,393 Dividends declared 115,438 115,438 Deferred fuel cost 20,158 20,158 Obligations under capital leases 151,479 151,479 Reserve for rate fefund 67,532 67,532 Other 293,229 293,229 ----------- --- ----------- Total 2,053,769 0 2,053,769 ----------- --- ----------- Deferred Credits: Accumulated deferred income taxes 3,893,009 3,893,009 Accumulated deferred investment tax credits 644,466 644,466 Other 987,190 987,190 ----------- --- ----------- Total 5,524,665 0 5,524,665 ----------- --- ----------- Commitments and Contingencies TOTAL $22,388,915 $0 $22,388,915 =========== === ===========
ENTERGY CORPORATION AND SUBSIDIARIES PRO FORMA STATEMENT OF CONSOLIDATED INCOME For the Twelve Months Ended March 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After Transactions Filing Transactions (In thousands) Operating Revenues: Electric $5,752,283 $5,752,283 Natural gas 105,553 105,553 Steam products 45,483 45,483 ---------- --- ---------- Total 5,903,319 0 5,903,319 ---------- --- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 1,420,373 1,420,373 Purchased power 307,596 307,596 Nuclear refueling outage expenses 65,030 65,030 Other operation and maintenance 1,579,903 1,579,903 Depreciation, amortization, and decommissioning 665,631 665,631 Taxes other than income taxes 287,978 287,978 Income taxes 133,549 133,549 Amortization of rate deferrals 392,480 392,480 ---------- --- ---------- Total 4,852,540 0 4,852,540 ---------- --- ---------- Operating Income 1,050,779 0 1,050,779 ---------- --- ---------- Other Income (Deductions): Allowance for equity funds used during construction 10,862 10,862 Miscellaneous - net 13,439 13,439 Income taxes 6,465 6,465 ---------- --- ---------- Total 30,766 0 30,766 ---------- --- ---------- Interest Charges: Interest on long-term debt 658,469 658,469 Other interest - net 24,512 24,512 Allowance for borrowed funds used during construction (9,493) (9,493) Preferred dividend requirements of subsidiaries and other 80,626 80,626 ---------- --- ---------- Total 754,114 0 754,114 ---------- --- ---------- Net Income $327,431 $0 $327,431 ========== === ==========
ENTERGY CORPORATION AND SUBSIDIARIES PRO FORMA STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND PAID-IN CAPITAL For the Twelve Months Ended March 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After Transactions Filing Transactions (In thousands) Retained Earnings, April 1, 1994 $2,172,493 $2,172,493 Add: Net income 327,431 327,431 ---------- --- ---------- Total 2,499,924 0 2,499,924 ---------- --- ---------- Deduct: Dividends declared on common stock 409,477 409,477 Common stock retirements 13,940 13,940 Capital stock and other expenses (317) (317) ---------- --- ---------- Total 423,100 0 423,100 ---------- --- ---------- Retained Earnings, March 31, 1995 $2,076,824 $2,076,824 ========== === ========== Paid-in Capital, April 1, 1994 $4,224,207 $4,224,207 Add: Loss on reacquisition of subsidiaries' preferred stock (23) (23) ---------- --- ---------- Total 4,224,184 0 4,224,184 ---------- --- ---------- Deduct: Common stock retirements 22,468 22,468 Capital stock discounts and other expenses 1,936 1,936 ---------- --- ---------- Total 24,404 24,404 ---------- --- ---------- Paid-in Capital, March 31, 1995 $4,199,780 $0 $4,199,780 ========== === ==========
EX-99 4 FINANCIAL STATEMENTS ____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 ENTERGY ENTERPRISES, INC. ------------------------ AS OF MARCH 31, 1995 (Unaudited) ENTERGY ENTERPRISES, INC. PRO FORMA BALANCE SHEET ADJUSTMENTS MARCH 31,1995 (Unaudited) (Thousands) Cash $1,000 Notes Payable - Entergy Corporation $1,000 Investment in subsidiaries $1,000 Cash $1,000 NOTE: Entergy Enterprises, Inc. proposes to provide ETC with additional funding from time to time through December 31, 1998 in the form of capital contributions, open account advances, or loans, or any combination thereof, in an aggregate amount not to exceed $100 million.
ENTERGY ENTERPRISES, INC. PRO FORMA BALANCE SHEET MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After ASSETS Transaction Filing Transaction (In Thousands) Property: Furniture & equipment $1,041 $1,041 Intangible assets 69 69 ------- ------ ------- Total 1,110 0 1,110 ------- ------ ------- Investment: Investments in First Pacific Network, Inc. - at cost 7,451 7,451 Investments in Systems and Service International, Inc. - at cost 13,500 13,500 Investments in Entergy Technologies Company - at cost - $1,000 1,000 Earnings from Entergy SAS (21,593) (21,593) ------- ------ ------- Total (642) 1,000 358 ------- ------ ------- Current Assets: Cash and cash equivalents: Cash 923 923 Temporary cash investments 2,988 2,988 ------- ------ ------- Total cash and cash equivalents 3,911 0 3,911 Special Deposits 30 30 Accounts receivable 38 38 Accounts receivable - associated companies 9,237 9,237 Other current assets 53 53 ------- ------ ------- Total 13,269 0 13,269 ------- ------ ------- Deferred Debits: FPN License (Net of Amortization) 2,087 2,087 Accum. Deferred Income Tax - Federal & State 3,754 3,754 Miscellaneous Deferred Debits (170) (170) ------- ------ ------- Total Deferred Debits 5,671 0 5,671 ------- ------ ------- TOTAL $19,408 $1,000 $20,408 ======= ====== ======= CAPITALIZATION AND LIABILITIES Capitalization: Common Stock $54,400 $54,400 Additional Paid In Capital - - Retained Earnings (35,947) (35,947) ------- ------ ------- Total 18,453 0 18,453 ------- ------ ------- Current Liabilities: Accounts Payable 842 842 Accounts payable - associated companies 505 505 Notes Payable - Entergy Corporation - 1,000 1,000 Taxes Accrued (4,070) (4,070) Other 1,036 1,036 ------- ------ ------- Total (1,687) 1,000 (687) ------- ------ ------- Deferred Credits Other Deferred Credits 2,642 2,642 ------- ------ ------- Total 2,642 0 2,642 ------- ------ ------- TOTAL $19,408 $1,000 $20,408 ======= ====== =======
ENTERGY ENTERPRISES, INC. PRO FORMA STATEMENT OF INCOME TWELVE MONTHS ENDED MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After Transaction Filing Transaction (In Thousands) Revenues: Services rendered - non-associated companies $192 $192 Services rendered - associated companies 14,755 14,755 Equity in Earnings of Subsidiaries (14,476) (14,476) Interest Income 167 167 Miscellaneous income 548 548 -------- --- -------- Total 1,186 0 1,186 -------- --- -------- Expenses: Salaries, wages and benefits 8,149 8,149 Outside services 6,695 6,695 Administrative and General 2,974 2,974 Other 200 200 -------- --- -------- Total 18,018 0 18,018 -------- --- -------- Depreciation and Amortization 459 459 Amortization of organizational cost 731 731 Miscellaneous Expenses 18 18 -------- --- -------- Total expenses 19,226 0 19,226 -------- --- -------- Income (Loss) Before Income Taxes (18,040) 0 (18,040) -------- --- -------- Income Taxes - Federal 176 176 Income Taxes - State ($287) (287) Provision for Deferred Income Taxes - Federal ($1,380) (1,380) Provision for Deferred Income Taxes - State ($284) (284) -------- --- -------- Net Income ($16,265) 0 ($16,265) ======== === ========
EX-99 5 FINANCIAL STATEMENTS ____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 ENTERGY ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED ------------------------ AS OF MARCH 31, 1995 (Unaudited)
ENTERGY ENTERPRISES, INC. PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After ASSETS Transaction Filing Transaction (In Thousands) Property: Furniture & equipment $6,970 $6,970 Intangible assets 1,032 1,032 Work in process 14,773 14,773 -------- ------ -------- Total 22,775 22,775 -------- ------ -------- Investment: Investments in First Pacific Network, Inc. - at cost 7,451 7,451 Investments in Systems and Service International, Inc. - at cost 2,317 2,317 Note receivable - Systems and Service International, Inc. 2,700 2,700 Other Investments 13,851 13,851 Special deposits 30 30 -------- ------ -------- Total 26,349 0 26,349 -------- ------ -------- Current Assets: Cash and cash equivalents: Cash 17,100 1,000 18,100 Temporary cash investments 2,988 2,988 -------- ------ -------- Total cash and cash equivalents 20,088 1,000 21,088 Accounts receivable 2,463 2,463 Accounts receivable - associated companies 9,237 9,237 Inventory 14,393 14,393 Other current assets 403 403 -------- ------ -------- Total 46,584 1,000 47,584 -------- ------ -------- Deferred Debits: FPN License (Net of Amortization) 2,087 2,087 Accum. Deferred Income Tax - Federal & State 15,052 15,052 Miscellaneous Deferred Debits (170) (170) -------- ------ -------- Total Deferred Debits 16,969 0 16,969 -------- ------ -------- TOTAL ASSETS $112,677 $1,000 $113,677 ======== ====== ========
ENTERGY ENTERPRISES, INC. PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After CAPITALIZATION AND LIABILITIES Transaction Filing Transaction (In Thousands) Capitalization: Common Stock $54,400 $54,400 Additional Paid In Capital - - Retained Earnings (35,947) (35,947) -------- ------ -------- Total Capital 18,453 0 18,453 -------- ------ -------- Long-Term Liabilities: Notes Payable - Entergy Corporation 72,300 1,000 73,300 Capital Leases 284 284 Other 2,145 2,145 -------- ------ -------- Total 74,729 1,000 75,729 -------- ------ -------- Current Liabilities: Accounts Payable 3,886 3,886 Accounts payable - associated companies 505 505 Taxes Accrued (4,070) (4,070) Other 1,569 1,569 -------- ------ -------- Total 1,890 0 1,890 -------- ------ -------- Deferred Credits Deferred Revenue 14,963 14,963 Other Deferred Credits 2,642 2,642 -------- ------ -------- Total 17,605 0 17,605 -------- ------ -------- Total Liabilities 94,224 1,000 95,224 -------- ------ -------- TOTAL CAPITAL & LIABILITIES $112,677 $1,000 $113,677 ======== ====== ========
ENTERGY ENTERPRISES, INC. PRO FORMA STATEMENT OF CONSOLIDATED INCOME TWELVE MONTHS ENDED MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After Transaction Filing Transaction (In Thousands) Revenues: Services rendered - non-associated companies $192 $192 Services rendered - associated companies 14,755 14,755 Interest Income 167 167 Net sales 6,772 6,772 Miscellaneous income 1,558 1,558 ------- --- ------- Total 23,444 0 23,444 ------- --- ------- Expenses: Installation/Maintenance Costs 4,090 4,090 Salaries, wages and benefits 19,847 19,847 Outside services 8,187 8,187 Administrative and General 9,810 9,810 Other 555 555 ------- --- ------- Total 42,489 0 42,489 ------- --- ------- Depreciation and Amortization 2,613 2,613 Amortization of organizational cost 731 731 Miscellaneous Expenses 19 19 ------- --- ------- Total expenses 45,852 0 45,852 ------- --- ------- Interest Expense 3,543 0 3,543 ------- --- ------- Income (Loss) Before Income Taxes (25,951) 0 (25,951) ------- --- ------- Income Taxes - Federal (7,735) (7,735) Income Taxes - State (287) (287) Provision for Deferred Income Taxes - Federal (1,380) (1,380) Provision for Deferred Income Taxes - State (284) (284) ------- --- ------- Net Income ($16,265) $0 ($16,265) ======== === ========
ENTERGY ENTERPRISES, INC. PRO FORMA STATEMENT OF CONSOLIDATED RETAINED EARNINGS TWELVE MONTHS ENDED MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After RETAINED EARNINGS Transaction Filing Transaction (In Thousands) Balance at April 1, 1994 ($18,417) ($18,417) Add - Net loss (16,265) (16,265) Deduct - Unrealized loss on investments - FPN stock (1,265) (1,265) -------- -- -------- Balance at March 31, 1995 ($35,947) $0 ($35,947) ======== == ========
EX-99 6 FINANCIAL STATEMENTS ____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 ENTERGY TECHNOLOGIES COMPANY ------------------------ AS OF MARCH 31, 1995 (Unaudited) ENTERGY TECHNOLOGIES COMPANY PRO FORMA BALANCE SHEET ADJUSTMENTS MARCH 31,1995 (Unaudited) (Thousands) Cash $1,000 Paid-in Capital $1,000 To record capitalization of Entergy Technologies Company (ETC) by Entergy Enterprises, Inc. NOTE: Entergy Enterprises, Inc. proposes to provide ETC with additional funding from time to time through December 31, 1998 in the form of capital contributions, open account advances, or loans, or any combination thereof, in an aggregate amount not to exceed $100 million.
ENTERGY TECHNOLOGIES COMPANY PRO FORMA BALANCE SHEET MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After ASSETS Transaction Filing Transaction (In Thousands) Current Assets: Cash $0 $1,000 $1,000 -- ------ ------ TOTAL $0 $1,000 $1,000 == ====== ====== LIABILITIES Capitalization: Common stock , $.01 par value, authorized 1,000 shares; issued 1,000 shares $0 - $0 Paid-in capital 0 1,000 1,000 -- ------ ------ Total common shareholders' equity 0 1,000 1,000 -- ------ ------ TOTAL $0 $1,000 $1,000 == ====== ======
EX-99 7 FINANCIAL STATEMENTS ____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 ENTERGY CORPORATION ------------------------ AS OF MARCH 31, 1995 (Unaudited) ENTERGY CORPORATION PRO FORMA BALANCE SHEET ADJUSTMENTS MARCH 31,1995 (Unaudited) (Thousands) Notes Receivable - Associated Companies $1,000 Cash $1,000 To record Parent Co's loan to Entergy Enterprises, Inc. NOTE: Entergy proposes to provide funding to Entergy Enterprises, Inc. for reinvestment in Entergy Technologies Company out of Entergy's internally generated cash and other available cash resources.
ENTERGY CORPORATION PRO FORMA BALANCE SHEET MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After ASSETS Transaction Filing Transaction (In Thousands) Investment in wholly owned subsidiaries $6,101,854 $6,101,854 ---------- ------- ---------- Current Assets: Cash equivalents: Temporary cash investments - at cost, which approximates market: Associated companies 21,359 21,359 Other 120,727 (1,000) 119,727 ---------- ------- ---------- Total cash equivalents 142,086 (1,000) 141,086 Accounts receivable: Associated companies 18,012 18,012 Other 356 356 Interest Receivable 683 683 Notes Receivable - Associated Companies 72,300 1,000 73,300 Other 9,632 9,632 ---------- ------- ---------- Total 243,069 0 243,069 ---------- ------- ---------- Deferred Debits: Accumulated deferred income taxes 6,901 6,901 Other 53,955 53,955 ---------- ------- ---------- Total 60,856 0 60,856 ---------- ------- ---------- TOTAL $6,405,779 $0 $6,405,779 ========== ======= ========== LIABILITIES Capitalization: Common stock $2,300 $2,300 Paid-in capital 4,199,780 4,199,780 Retained earnings 2,076,824 2,076,824 Less - treasury stock 67,378 67,378 ---------- ------- ---------- Total common shareholders' equity 6,211,526 0 6,211,526 ---------- ------- ---------- Current Liabilities: Accounts payable: Associated companies 2,308 2,308 Other 3,304 3,304 Dividends declared 102,486 102,486 Other current liabiilities 4,871 4,871 ---------- ------- ---------- Total 112,969 0 112,969 ---------- ------- ---------- Deferred Credits and Noncurrent Liabilities 81,284 81,284 ---------- ------- ---------- TOTAL $6,405,779 $0 $6,405,779 ========== ======= ==========
ENTERGY CORPORATION PRO FORMA STATEMENT OF INCOME TWELVE MONTHS ENDED MARCH 31, 1995 (Unaudited) Adjustments to Reflect Transactions Proposed Before In Present After Transaction Filing Transaction (In Thousands) Income: Equity in income of subsidiaries $353,839 $0 $353,839 Interest on temporary investments 28,512 28,512 -------- --- -------- Total 382,351 0 382,351 -------- --- -------- Expenses and Other Deductions: Administrative and general expenses 60,002 60,002 Income Taxes (credit) (9,356) (9,356) Taxes other than income 386 386 Interest 1,024 1,024 -------- --- -------- Total 52,056 0 52,056 -------- --- -------- Net Income $330,295 $0 $330,295 ======== === ========
EX-27 8 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 Entergy Corporation and Subsidiaries Consolidated [/LEGEND] 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 MAR-31-1995 MAR-31-1995 PER-BOOK PRO-FORMA 15,838,326 15,838,326 516,477 516,477 2,088,488 2,088,488 3,945,624 3,945,624 0 0 22,388,915 22,388,915 2,300 2,300 4,199,780 4,199,780 2,076,824 2,076,824 6,211,526 6,211,526 283,198 283,198 543,455 543,455 7,035,128 7,035,128 133,242 133,242 0 0 0 0 364,885 364,885 0 0 265,889 265,889 151,479 151,479 7,332,735 7,332,735 22,388,915 22,388,915 5,903,319 5,903,319 133,549 133,549 4,718,991 4,718,991 4,852,540 4,852,540 1,050,779 1,050,779 30,766 30,766 1,081,545 1,081,545 754,114 754,114 408,057 408,057 80,626 80,626 327,431 327,431 409,477 409,477 0 0 0 0 0 0 0 0
EX-27 9 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 Entergy Enterprises, Inc. [/LEGEND] 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 MAR-31-1995 MAR-31-1995 PER-BOOK PRO-FORMA 0 0 468 1,468 13,269 13,269 5,671 5,671 0 0 19,408 20,408 54,400 54,400 0 0 (35,947) (35,947) 18,453 18,453 0 0 0 0 0 0 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 955 955 19,408 20,408 0 0 0 0 0 0 0 0 0 0 (16,265) (16,265) (16,265) (16,265) 0 0 (16,265) (16,265) 0 0 (16,265) (16,265) 0 0 0 0 0 0 0 0 0 0
EX-27 10 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 Entergy Enterprises, Inc. and Consolidated [/LEGEND] 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 MAR-31-1995 MAR-31-1995 PER-BOOK PRO-FORMA 0 0 49,124 49,124 46,584 47,584 16,969 16,969 0 0 112,677 113,677 54,400 54,400 0 0 (35,947) (35,947) 18,453 18,453 0 0 0 0 0 0 0 0 72,300 73,300 0 0 0 0 0 0 284 284 0 0 21,640 21,640 112,677 113,677 0 0 0 0 0 0 0 0 0 0 (19,808) (19,808) (19,808) (19,808) 3,543 3,543 (16,265) (16,265) 0 0 (16,265) (16,265) 0 0 0 0 0 0 0 0 0 0
EX-27 11 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 Entergy Technologies Inc. [/LEGEND] 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 MAR-31-1995 MAR-31-1995 PER-BOOK PRO-FORMA 0 0 0 0 0 1,000 0 0 0 0 0 1,000 0 0 0 1,000 0 0 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-27 12 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 1,000 Entergy Corporation [/LEGEND] 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 MAR-31-1995 MAR-31-1995 PER-BOOK PRO-FORMA 0 0 6,101,854 6,101,854 243,069 243,069 60,856 60,856 0 0 6,405,779 6,405,779 2,300 2,300 4,199,780 4,199,780 2,076,824 2,076,824 6,211,526 6,211,526 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 126,875 126,875 6,405,779 6,405,779 0 0 0 0 0 0 0 0 0 0 229,271 329,271 329,271 329,271 1,024 1,024 330,295 330,295 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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