-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4HDoQLvWqviPIPCyRrXyb0cSOSfQcQxPiLaRITy/4E6zf9GiVoaOJ+C+KZjPfjU 751Dv/gcC1xO5YRQ+CEqFA== 0000065984-98-000098.txt : 19980806 0000065984-98-000098.hdr.sgml : 19980806 ACCESSION NUMBER: 0000065984-98-000098 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 23 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980805 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11299 FILM NUMBER: 98677644 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY ARKANSAS INC CENTRAL INDEX KEY: 0000007323 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 710005900 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10764 FILM NUMBER: 98677645 BUSINESS ADDRESS: STREET 1: 425 WEST CAPITOL AVE STREET 2: 40TH FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013774000 MAIL ADDRESS: STREET 1: P O BOX 551 CITY: LITTLE ROCK STATE: AR ZIP: 72203 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY GULF STATES INC CENTRAL INDEX KEY: 0000044570 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740662730 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-27031 FILM NUMBER: 98677646 BUSINESS ADDRESS: STREET 1: 350 PINE ST CITY: BEAUMONT STATE: TX ZIP: 77701 BUSINESS PHONE: 4098386631 MAIL ADDRESS: STREET 1: 350 PINE ST CITY: BEAUMONT STATE: TX ZIP: 77701 FORMER COMPANY: FORMER CONFORMED NAME: GULF STATES UTILITIES CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08474 FILM NUMBER: 98677647 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY MISSISSIPPI INC CENTRAL INDEX KEY: 0000066901 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 640205830 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00320 FILM NUMBER: 98677648 BUSINESS ADDRESS: STREET 1: 308 EAST PEARL STREET CITY: JACKSON STATE: MS ZIP: 39201 BUSINESS PHONE: 6013685000 MAIL ADDRESS: STREET 1: 308 EAST PEARL STREET CITY: JACKSON STATE: MI ZIP: 39201 FORMER COMPANY: FORMER CONFORMED NAME: MISSISSIPPI POWER & LIGHT CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY NEW ORLEANS INC CENTRAL INDEX KEY: 0000071508 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 720273040 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-05807 FILM NUMBER: 98677649 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 MAIL ADDRESS: STREET 1: PO BOX 60340 CITY: NEW ORL STATE: LA ZIP: 70160 FORMER COMPANY: FORMER CONFORMED NAME: NEW ORLEANS PUBLIC SERVICE INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000202584 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720752777 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09067 FILM NUMBER: 98677650 BUSINESS ADDRESS: STREET 1: ECHELON ONE STREET 2: 1340 ECHELON PKWY CITY: JACKSON STATE: MS ZIP: 39213 BUSINESS PHONE: 6013685000 MAIL ADDRESS: STREET 1: PO BOX 31995 CITY: JACKSON STATE: MS ZIP: 39286-1995 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH ENERGY INC DATE OF NAME CHANGE: 19860803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY POWER UK PLC CENTRAL INDEX KEY: 0001042730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-33331 FILM NUMBER: 98677651 BUSINESS ADDRESS: STREET 1: 81 87 HIGH HOLBORN STREET 2: LONDON WC1V 6NU CITY: ENGLAND STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 81-87 HIGH HOLBORN STREET 2: LONDON WC1V 6NU CITY: ENGLAND STATE: X0 ZIP: 00000 10-Q 1 _____________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1998 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address of Principal Executive Identification No. Offices and Telephone Number 1-11299 ENTERGY CORPORATION 72-1229752 (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-10764 ENTERGY ARKANSAS, INC. 71-0005900 (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000 1-2703 ENTERGY GULF STATES, INC. 74-0662730 (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631 1-8474 ENTERGY LOUISIANA, INC. 72-0245590 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 0-320 ENTERGY MISSISSIPPI, INC. 64-0205830 (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777 (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 333-33331 ENTERGY LONDON INVESTMENTS PLC N/A (a limited company under the laws of England and Wales) Templar House 81-87 High Holborn London WC1V 6NU England Telephone 011-44-171-242-9050 _____________________________________________________________________ Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes X No Common Stock Outstanding Outstanding at July 31, 1998 Entergy Corporation ($0.01 par value) 246,602,469 ENTERGY CORPORATION AND SUBSIDIARIES INDEX TO QUARTERLY REPORT ON FORM 10-Q June 30, 1998 Page Number Definitions 1 Management's Financial Discussion and Analysis - Liquidity and Capital Resources 3 Management's Financial Discussion and Analysis - Significant Factors and Known Trends 6 Results of Operations and Financial Statements: Entergy Corporation and Subsidiaries: Results of Operations 11 Consolidated Statements of Income and Comprehensive Income 15 Consolidated Statements of Cash Flows 16 Consolidated Balance Sheets 18 Selected Operating Results 20 Entergy Arkansas, Inc.: Results of Operations 21 Statements of Income 23 Statements of Cash Flows 25 Balance Sheets 26 Selected Operating Results 28 Entergy Gulf States, Inc.: Results of Operations 29 Statements of Income (Loss) 31 Statements of Cash Flows 33 Balance Sheets 34 Selected Operating Results 36 Entergy Louisiana, Inc.: Results of Operations 37 Statements of Income 39 Statements of Cash Flows 41 Balance Sheets 42 Selected Operating Results 44 Entergy Mississippi, Inc.: Results of Operations 45 Statements of Income 47 Statements of Cash Flows 49 Balance Sheets 50 Selected Operating Results 52 Entergy New Orleans, Inc.: Results of Operations 53 Statements of Income 55 Statements of Cash Flows 57 Balance Sheets 58 Selected Operating Results 60 System Energy Resources, Inc.: Results of Operations 61 Statements of Income 62 Statements of Cash Flows 63 Balance Sheets 64 Entergy London Investments plc and Subsidiary: Results of Operations 66 Consolidated Statements of Income and Comprehensive Income 68 Consolidated Statements of Cash Flows 69 Consolidated Balance Sheets 70 Notes to Financial Statements for Entergy Corporation and Subsidiaries 72 Part II: Item 1. Legal Proceedings 79 Item 4. Submission of Matters to a Vote of Security Holders 81 Item 5. Other Information 83 Item 6. Exhibits and Reports on Form 8-K 84 Signature 87 This combined Quarterly Report on Form 10-Q is separately filed by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc, and Entergy London Investments plc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 1997, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed by the individual registrants with the SEC, and should be read in conjunction therewith. EXCHANGE RATES For the convenience of the reader, this Form 10-Q contains translations of certain British pounds sterling (BPS) amounts into U.S. dollars at specified rates, or, if not so specified, at the noon buying rate in New York City for cable transfers in BPS as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on June 30, 1998 of $1.6678 = BPS1.00. No representation is made that the BPS amounts have been, could have been or could be converted into U.S. dollars at the rates indicated or at any other rates. The following table sets out, for the periods indicated, certain information concerning the exchange rates between BPS and U.S. dollars based on the Noon Buying Rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York. Period Period End Average(1) High Low ($ per BPS1.00) Three months ended March 31, 1997 1.64 1.63 1.70 1.59 Three months ended June 30, 1997 1.67 1.64 1.67 1.61 Six months ended June 30, 1997 1.67 1.63 1.70 1.59 Twelve months ended December 31, 1997 1.65 1.64 1.71 1.58 Three months ended March 31, 1998 1.67 1.65 1.69 1.61 Three months ended June 30, 1998 1.67 1.65 1.69 1.62 Six months ended June 30, 1998 1.67 1.65 1.69 1.61 (1) The average of the Noon Buying Rates in effect on the last business day of each month during the relevant period. Forward Looking Information Investors are cautioned that forward-looking statements contained herein with respect to the revenues, earnings, competitive performance, or other prospects for the business of Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy London Investments plc or their affiliated companies may be influenced by factors that could cause actual outcomes to be materially different than anticipated. Such factors include, but are not limited to, the effects of weather, the performance of generating units, fuel prices and availability, regulatory decisions and the effects of changes in law, capital spending requirements, the evolution of competition, changes in accounting standards, interest rate changes, changes in foreign currency exchange rates, and other factors. DEFINITIONS Certain abbreviations or acronyms used in the text are defined below: Abbreviation or Acronym Term ALJ Administrative Law Judge ANO Arkansas Nuclear One Plant ANO 1 Unit No. 1 of ANO ANO 2 Unit No. 2 of ANO APSC Arkansas Public Service Commission BPS British pounds sterling Cajun Cajun Electric Power Cooperative, Inc. Capital Funds Agreement Agreement, dated as of June 21, 1974, as amended, between System Energy and Entergy Corporation, and the assignments thereof Council Council of the City of New Orleans, Louisiana domestic utility companies Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively EPI Entergy Power, Inc. EPMC Entergy Power Marketing Corp. ETHC Entergy Technology Holding Company Entergy Entergy Corporation and its various direct and indirect subsidiaries Entergy Arkansas Entergy Arkansas, Inc. Entergy Corporation Entergy Corporation, a Delaware corporation, successor to Entergy Corporation, a Florida corporation Entergy Gulf States Entergy Gulf States, Inc. (including wholly owned subsidiaries - Varibus Corporation, GSG&T, Inc., Prudential Oil & Gas, Inc., and Southern Gulf Railway Company) Entergy London Entergy London Investments plc, formerly Entergy Power UK plc (including its wholly owned subsidiary, London Electricity plc) Entergy Louisiana Entergy Louisiana, Inc. Entergy Mississippi Entergy Mississippi, Inc. Entergy New Orleans Entergy New Orleans, Inc. Entergy Operations Entergy Operations, Inc., a subsidiary of Entergy Corporation that has operating responsibility for ANO, Grand Gulf 1, River Bend, and Waterford 3 Entergy Services Entergy Services, Inc. EPA U.S. Environmental Protection Agency FASB Financial Accounting Standards Board FERC Federal Energy Regulatory Commission Form 10-K The combined Annual Report on Form 10-K for the year ended December 31, 1997, of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and Entergy London Grand Gulf 1 Unit No. 1 (nuclear) of the Grand Gulf Plant Independence Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 11% by Entergy Power London Electricity London Electricity plc - a regional electric company serving London, England, which was acquired by Entergy effective February 1, 1997 MPSC Mississippi Public Service Commission NRC Nuclear Regulatory Commission Owner Participant A corporation that, in connection with the Waterford 3 sale and leaseback transactions, has acquired a beneficial interest in a trust, the Owner Trustee of which is the owner and lessor of undivided interests in Waterford 3 Owner Trustee Each institution and/or individual acting as Owner Trustee under a trust agreement with an Owner Participant in connection with the Waterford 3 sale and leaseback transactions PUHCA Public Utility Holding Company Act of 1935, as amended PUCT Public Utility Commission of Texas River Bend River Bend Nuclear Plant, owned by Entergy Gulf States SEC Securities and Exchange Commission SFAS Statement of Financial Accounting Standards as promulgated by the Financial Accounting Standards Board System Agreement Agreement, effective January 1, 1983, as modified, among the domestic utility companies relating to the sharing of generating capacity and other power resources System Energy System Energy Resources, Inc. UK The United Kingdom of Great Britain and Northern Ireland Waterford 3 Unit No. 3 (nuclear) of the Waterford Plant White Bluff White Bluff Steam Electric Generating Station 57% owned by Entergy Arkansas ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Cash Flows Net cash flow from operations for Entergy Corporation, the domestic utility companies, System Energy, and Entergy London for the six months ended June 30, 1998 and 1997 was as follows: Six Months Six Months Company Ended 6/30/98 Ended 6/30/97 (In Millions) Entergy Corporation $653.3 $840.2 Entergy Arkansas $ 95.3 $177.7 Entergy Gulf States $161.7 $213.5 Entergy Louisiana $128.7 $115.2 Entergy Mississippi $ 73.3 $ 87.6 Entergy New Orleans $ 6.3 $ 29.2 System Energy $ 93.2 $131.6 Entergy London $165.3 $144.7 For the first six months of 1998, cash flow from operations declined compared to 1997 due to rate reductions at Entergy Arkansas, Entergy Gulf States, and Entergy New Orleans, as discussed in "Entergy Corporation and Subsidiaries, Management's Financial Discussion and Analysis, Results of Operations." Revenue collections under rate phase-in plans that exceed current cash requirements for the related costs continue to contribute to cash flow from operations. In the income statement, revenue collections from phase-in plans are offset by the amortization of the previously deferred costs so that there is no effect on net income. These phase-in plans, which currently contribute to Entergy Corporation's cash position, will expire in November 1998 for Entergy Arkansas, in September 1998 for Entergy Mississippi, and in 2001 for Entergy New Orleans. Entergy Gulf States' Louisiana retail phase-in plan for River Bend expired in February 1998. Competitive businesses contributed $150.8 million to Entergy Corporation's cash flow from operations for the first six months of 1998. In accordance with the purchase method of accounting, London Electricity's results of operations are not included in the Entergy Corporation and Subsidiaries and the Entergy London Consolidated Statements of Cash Flows prior to February 1, 1997, the effective date of the acquisition of London Electricity. Financing Sources Cash from operations, supplemented by cash on hand, was sufficient to meet substantially all investing and financing requirements of the domestic utility companies and System Energy, including capital expenditures, dividends, and debt and preferred stock maturities, for the six months ended June 30, 1998. In the first six months of 1998, Entergy's domestic utility companies have been able to fund their capital requirements with cash from operations as discussed above in "Cash Flows". Should additional cash be needed to fund investments or to retire debt, the domestic utility companies and System Energy each have the ability, subject to regulatory approval and compliance with issuance tests, to issue debt or preferred securities to meet such requirements. Although the rate proceedings in Texas discussed in Note 2 will have an impact on Entergy Gulf States' cash flows from operations, management believes that Entergy Gulf States' cash flow from operations will be sufficient to fund its capital requirements for the foreseeable future. In addition, to the extent market conditions and interest and dividend rates allow, the domestic utility companies, System Energy, and Entergy London will continue to refinance and/or redeem higher cost debt and preferred stock prior to maturity. See Note 4 for a discussion of Entergy's recent redemptions. Entergy's domestic utility companies and Entergy London may continue to establish special purpose trusts or limited partnerships as financing subsidiaries for the purpose of issuing quarterly income preferred securities, such as those issued in 1996 by Entergy Louisiana Capital I and Entergy Arkansas Capital I, and those issued in 1997 by Entergy Gulf States Capital I and Entergy London Capital, L.P. Entergy Corporation, the domestic utility companies, System Energy, and Entergy London also have the ability to effect short-term borrowings. See Notes 4, 5, 6, 7, 9 and 10 in the Form 10-K for additional information on Entergy's capital and refinancing requirements in 1998-2002. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1998, Entergy Corporation had $190 million outstanding under its $300 million bank credit facility. In addition, Entergy Corporation had $165.5 million outstanding and ETHC had $112.8 million outstanding under a joint $300 million bank line of credit as of June 30, 1998. See Note 4 to the Form 10-K for information on the short- term borrowing authorizations and bank lines of credit of the domestic utility companies, System Energy, and Entergy London. London Electricity is Entergy London's only asset. Dividends paid by London Electricity provide Entergy London with its sole source of cash flow to pay its debt service. In addition to London Electricity's cash flow from operations, Entergy London has other primary sources of liquidity, including a commercial paper program and several committed and uncommitted credit lines provided to London Electricity by banking institutions. London Electricity intends to use credit available under existing facilities to finance its remaining payment of windfall profits taxes in December 1998, which will total approximately $117 million (BPS70 million). Management believes that cash flow from operations, together with Entergy London's sources of credit, will provide sufficient financial resources to meet London Electricity and Entergy London's projected capital needs and other expenditure requirements for the foreseeable future. London Electricity has represented to the Director General of Electricity Supply for the UK, in connection with its Public Electricity Supply License, that it will use all reasonable endeavors to maintain an investment grade rating on its long-term debt. Financing Uses During the last several years, Entergy has made a number of utility related investments overseas. These include investments in electricity related businesses in the UK, Australia, Argentina, Chile, Peru, Pakistan, and China. The ability of Entergy Corporation to provide additional capital to exempt wholesale generators or foreign utility companies currently is subject to the SEC's regulations under PUHCA. Absent SEC approval, these regulations limit the aggregate amount that Entergy may invest in foreign utility companies and exempt wholesale generators to 50% of consolidated retained earnings at the time an investment is made. As of November 1997, Entergy Corporation no longer had capacity to make additional investments under these regulations without SEC approval. Entergy has applied to the SEC to obtain additional authority to make such investments, and is also exploring means of raising capital for foreign electricity-related investments in a manner not inconsistent with these regulations. As of June 30, 1998, Entergy Corporation had a net investment of $1.3 billion in equity capital in competitive businesses. In addition to its electricity related foreign investments, Entergy has made investments in security monitoring and other telecommunications related businesses in the United States. No specific SEC approvals are required for such investments, and there is no maximum regulatory limit on such investments. Entergy has also made investments in energy-related businesses, including energy efficiency services and power marketing. Under PUHCA, the SEC imposes a limit equal to 15% of consolidated capitalization on the amount that may be invested in such businesses without specific SEC approval. Entergy currently has considerable capacity to make additional investments of this type before such limits would be exceeded. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES To make capital investments, fund its subsidiaries, and pay dividends, Entergy Corporation utilizes internally generated funds, cash on hand, funds available under its bank credit facilities, and bank financing as required. See Note 9 in the Form 10-K for a discussion of capital requirements. Entergy Corporation receives funds through dividend payments from its subsidiaries. During the six months ended June 30, 1998 such dividend payments from the domestic utility companies and System Energy totaled $176.8 million. During the six months ended June 30, 1998, Entergy Corporation paid $221.8 million of cash dividends on its common stock. Declarations of dividends on Entergy's common stock are made at the discretion of Entergy Corporation's Board of Directors (the Board). On August 2, 1998 the Board declared a quarterly dividend of $.30 per share on Entergy's common stock. This dividend represents a $.15 per share reduction from the recent level of Entergy's quarterly common stock dividends. The reduction was made in order to strengthen Entergy's financial position and fund investments. The Board will continue to evaluate the level of the dividend on Entergy's common stock, based upon Entergy's earnings and the Board's assessment of the financial strength of Entergy. See Note 8 in the Form 10-K for information on dividend restrictions. Entergy Corporation and Entergy Gulf States During the fourth quarter of 1997, Entergy Gulf States established reserves of $381 million ($227 million net of tax) for the probable outcome of the pending rate case and abeyed plant cost proceedings in Texas based on management's estimates of the effects thereof. Entergy Gulf States recorded additional reserves of $101.3 million ($60.3 million net of tax) in the first six months of 1998 for the retroactive rate actions contained in the order issued by the PUCT on July 22, 1998. Final resolution of these matters could negatively affect Entergy Gulf States' ability to obtain financing, which in turn could affect Entergy Gulf States' liquidity and ability to pay common stock dividends to Entergy Corporation. See "Entergy Corporation and Subsidiaries, Management's Financial Discussion and Analysis, Significant Factors and Known Trends, Retail and Wholesale Rate Issues" and Note 2 for additional information. Entergy Corporation and System Energy Under the Capital Funds Agreement, Entergy Corporation has agreed to supply System Energy with sufficient capital to maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt), to permit the continued commercial operation of Grand Gulf 1, and to pay in full all indebtedness for borrowed money of System Energy when due. In addition, under supplements to the Capital Funds Agreement assigning System Energy's rights thereunder as security for specific debt of System Energy, Entergy Corporation has committed to make cash capital contributions, if required, to enable System Energy to make payments on such debt when due. The Capital Funds Agreement may be terminated by the parties thereto, subject to the consent of certain creditors. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in the Form 10-K, including "Open Access Transmission", "Municipalization", "Industry Consolidation", "Functional Unbundling", "Effects of Alternate Energy Sources on Retail Electric Sales to Industrial and Large Commercial Customers", and "Changes in Contract with Steam Customer" for a discussion of the competitive pressures facing Entergy and the electric utility industry. See also "Foreign Distribution and Supply", "Property Tax Exemptions", and "Market Risks" in the Form 10-K for a discussion of other significant issues affecting Entergy. Set forth below are recent developments to update the information contained in the Form 10-K for the sections presented. Domestic Competition and Industry Challenges Transition to Competition Filings See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS - Transition to Competition Filings" in the Form 10-K for a discussion of the domestic utility companies' filings with their respective state regulators concerning the transition to competition. Subsequent to the APSC's approval of Entergy Arkansas' transition to competition filing on December 12, 1997, the APSC opened four new generic restructuring dockets and scheduled a series of hearings throughout 1998. The APSC conducted hearings in these dockets in May 1998, in which the majority of the participating parties indicated that competition in the electric industry in Arkansas can begin by January 1, 2002. The APSC will submit a report and recommendations to the Legislature by October 1998. Similar generic proceedings have also been established by the public service commissions in Louisiana and Mississippi and by the Council. Entergy has proposed to FERC a regional transmission company as an alternative to an Independent System Operator (ISO) for electricity transmission. Entergy's proposal is a for-profit, FERC-regulated regional transmission company that would operate independently of Entergy's utility subsidiaries. Under the proposal, the transmission system and the employees who would operate and maintain it would be transferred from Entergy's utility subsidiaries to a separate legal entity owned by Entergy, but not operated or maintained by Entergy. Retail and Wholesale Rate Issues On June 30, 1998, the PUCT held the first of several meetings to decide the outcome of Entergy Gulf States' pending Texas rate case. In so doing, the PUCT indicated that it would not act upon the most recent settlement agreement entered into among Entergy Gulf States and various intervenor groups in the rate case. After refining its decision over the course of several meetings, the PUCT issued its written order in the rate proceeding on July 22, 1998. The decision will result in a $122 million annual rate reduction, offset through May 1999 by recovery of accounting order deferrals, resulting in a net reduction of approximately $81 million through that date, as well as a rate refund of approximately $82 million retroactive to June 1, 1996. The order disallows recovery through rates by Entergy Gulf States of a majority of the charges for services provided by Entergy affiliates and provides a rate incentive for Entergy Gulf States to improve service quality. This decision does not address the majority of the transition to competition issues contained in the initial rate filing by Entergy Gulf States, including the accelerated recovery of the allowed nuclear investment. However, the PUCT's order provides for the accelerated amortization, through May 31, 1999, of the nuclear-related accounting order deferrals, which had been scheduled to be amortized through 2009. In light of the base rate reduction, Entergy Gulf States withdrew its voluntary commitment to open its retail market to direct competition. See Note 2 for additional information regarding this proceeding. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS The PUCT's July 22, 1998 order, if sustained, will have material adverse consequences on Entergy Gulf States' revenues and net income. Entergy Gulf States will file a motion for reconsideration with the PUCT. Entergy Gulf States plans to seek such further remedies as may be available to it, including appealing the order if the motion for reconsideration fails to alter what Entergy Gulf States believes is an incorrect result based on the evidence before the PUCT. On July 29, 1998, a Texas state district court granted Entergy Gulf States' request for a temporary restraining order until August 12, 1998 to prevent enforcement of the PUCT's July 22, 1998 order. Additionally, Entergy Gulf States has a hearing on August 10, 1998 to determine if a temporary injunction against enforcement of the PUCT's order should also be granted. If sustained, the PUCT's ruling on the recoverability by Entergy Gulf States of charges for services provided by Entergy affiliates could result in Entergy Gulf States reevaluating the use of such services. See Note 2 for additional information regarding this proceeding. Effective July 29, 1998, Entergy Gulf States lowered its base retail electric rates in Louisiana by $18 million per year. This reduction, which was agreed to by Entergy Gulf States and the LPSC staff and approved by order of the LPSC, will facilitate the completion of Entergy's fourth post-merger earnings review, which was filed with the LPSC on May 30, 1997. However, pending proceedings in Entergy Gulf States' second, third and fourth earnings reviews will continue. See Note 2 to the Form 10-K and Note 2 herein for a discussion of the ongoing trend of regulator mandated rate reductions as well as incentive and performance-based regulation and filings made with state and local regulators regarding an orderly transition to a more competitive market for electricity. On March 13, 1998, on remand from the Supreme Court of Texas, the PUCT ruled by a vote of two to one that Entergy Gulf States should not be allowed to recover in rates any of the $1.4 billion of abeyed costs associated with its Texas jurisdictional investment in River Bend. These costs have been held in abeyance since 1988, during which time they have been the subject of appeals by Entergy Gulf States. Entergy Gulf States filed a motion for rehearing on this issue with the PUCT on April 2, 1998. This motion was denied by the PUCT by order dated July 8, 1998. Entergy Gulf States has again appealed the PUCT's decision on this matter in the Texas courts. Based on advice of counsel, management believes that it is probable that the matter will be remanded again to the PUCT for further ruling on the prudence of the abeyed plant costs. See Note 2 for additional information. Legislative Activity In late March 1998, the Clinton Administration released its plan for electricity restructuring. The plan calls for customer choice by 2003 in addition to the recovery of stranded costs and repeal of PUHCA. In late June, the Administration submitted a bill containing the above provisions along with one allowing states to "opt out" of competition if they felt restructuring would harm residents. With little time remaining on the congressional calendar, it is unlikely that any comprehensive electric restructuring legislation or a repeal of PUHCA will be enacted during 1998. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS Domestic and Foreign Competitive Businesses Entergy Corporation seeks opportunities to expand its domestic and foreign businesses that are not regulated by domestic state and local utility regulatory authorities. Such business ventures currently include power development and operations and retail services related to the utility business. Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K for a discussion of Entergy Corporation's investments in nonregulated and foreign energy-related businesses. These investments may involve a greater risk than domestic regulated utility enterprises. For the six months ended June 30, 1998, these investments contributed approximately $96 million to Entergy Corporation's consolidated net income. Entergy's investment in London contributed $74 million to net income for the six months ended June 30, 1998, including $52 million due to non-recurring tax benefits and gains on investments. Domestic power marketing operations contributed $24 million to net income for the six months ended June 30, 1998; CitiPower Pty., an Australian distribution business, contributed $10 million; Edesur, S. A., an Argentine distribution business, contributed $3.5 million; and foreign power development and generation operations contributed $4 million. Energy retail businesses had a net loss of $20 million for the six months ended June 30, 1998. Following the conclusion of Entergy's Board of Directors meeting on August 2, 1998, management announced its intention to focus Entergy's resources on international power generation, nuclear operations, and power trading and marketing. Consistent with this intention, management expects to sell several businesses over the next eighteen months. These businesses include international distribution businesses in the UK and Australia, security monitoring, energy management, and portions of Entergy's telecommunications interests. See Note 7 for further information. London Electricity has an exclusive right to supply electricity to residential and small industrial and commercial customers in its franchise area with demand of less than 100 KW. In late 1998, however, this segment of the supply business will become open to competition, subject to a six-month transition period. This means the retail market will be fully opened and all customers will have access to competition by June 1999. See Note 2 in the Form 10-K for a discussion of Entergy London regulatory matters. On June 30, 1997, the UK government announced a review of the regulatory framework governing the utilities, including electricity and distribution. The Department of Trade and Industry paper, "A Fair Deal for Consumers - Modernising the Framework for Utility Regulation", was published in late March 1998. Among the proposals with implications for Entergy London contained in this paper are recommendations for the separation of the electric distribution and supply businesses, the placing of customer interests on a statutory footing, and mechanisms to ensure that unearned gains are shared among all stakeholders. London Electricity submitted its response to these proposals to the Department of Trade and Industry in May 1998. The issue of separation of businesses is being carried forward as part of the Review of Public Electricity Suppliers 1998 to 2000. A consultation paper detailing the implications of the separation of distribution and supply and the options for legislative reform was published in May 1998 by the Office of Electricity Regulation. The Office of Electricity Regulation stated that it favored the separation of the electric industry into independent distribution and supply companies. London Electricity responded to the consultation paper in June 1998. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS Two documents regarding power generation in the UK were published in June 1998. The first, "Review of Energy Sources for Power Generation - A Consultation Document", was published by the Department of Trade and Industry. This document contains the preliminary conclusions arising from the Review of Energy Sources for Power Generation. It concludes that the basic flaws in the existing electricity market arrangements have been identified. The resulting distortions need to be corrected so that the government can achieve its policy objective of diverse, secure, and sustainable energy supplies at competitive prices for consumers while protecting the environment. London Electricity responded to the preliminary conclusions in July 1998. The second document, "Report on Pool Price Increases in Winter 1997/98", published by the Office of Electricity Regulation, states that further steps need to be taken to increase the competitiveness of the generation market. It concludes that the most effective route in the short term would be to transfer National Power and PowerGen's coal fired plants to competitors, who are expected to more actively compete. London Electricity responded to this document in July 1998. In June 1998, the UK's Department of Trade and Industry issued the last remaining consent for Entergy's Damhead Creek merchant power plant project in Southeast England. Construction of the plant is now expected to begin in late 1998. Financing and other project requirements are currently in the final stages of development. Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" and Note 13 in the Form 10-K for a discussion of Entergy's major nonregulated business opportunities and foreign energy-related investments. Domestic Deregulated Operations Entergy Gulf States discontinued regulatory accounting principles in 1989 for its wholesale jurisdiction and steam department, and in 1991 for the Louisiana deregulated portion of River Bend. In late 1997, Cajun's 30% interest in River Bend was transferred by the Cajun bankruptcy trustee to Entergy Gulf States and such interest is being treated as a deregulated operation. The domestic deregulated operations of Entergy Gulf States showed operating losses of $2.7 million and $5.6 million during the three and six months ended June 30, 1998, respectively, compared to operating income of $4.6 million and $9.2 million during the comparable periods in 1997. The decrease in net income from these deregulated operations for the three and six months ended June 30, 1998 was principally due to (1) lower revenues from the wholesale jurisdiction resulting from reduced rates charged to both a large wholesale customer and to Cajun for transmission service, (2) decreased steam products revenues as a result of the revised contractual arrangement with the steam customer, and (3) revenues from off-system sales of the transferred 30% portion of River Bend not fully recovering the costs associated with those sales. These decreases were partially offset by higher revenues from the Louisiana deregulated portion of River Bend. The future impact of these deregulated operations on Entergy's and Entergy Gulf States' results of operations and financial position will depend on operating costs, efficiency and availability of generating units, and market prices for energy over the remaining life of the assets. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS Accounting Issues New Accounting Standards - In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which will be effective for Entergy in 2000. In early 1998, The American Institute of Certified Public Accountants issued Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", which will be effective for Entergy in 1999. The adoption of SFAS 133 and SOP 98-1 is not expected to have a material effect on the financial position, results of operations, or cash flows of Entergy. See Note 6 herein for additional developments concerning these new accounting standards. Continued Application of SFAS 71 - The electric utility industry is moving toward a combination of competition and a modified regulatory environment. The domestic utility companies' and System Energy's financial statements currently reflect, for the most part, assets and costs based on existing cost-based ratemaking regulations in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS 71). Continued applicability of SFAS 71 to the domestic utility companies' and System Energy's financial statements requires that rates set by an independent regulator on a cost-of-service basis be charged to and collected from customers for the foreseeable future. The domestic utility companies' and System Energy's financial statements continue to apply SFAS 71 for their regulated operations, except for those portions of Entergy Gulf States' business described in "Domestic Deregulated Operations" above. Although discussions with regulatory authorities regarding retail competition have occurred and are expected to continue, definitive outcomes have not yet been determined. Therefore, the regulated operations continue to apply SFAS 71. See Note 1 to the Form 10-K for additional discussion of Entergy's application of SFAS 71. Year 2000 Issues Like many companies, Entergy has been evaluating its computer software, databases, embedded microprocessors, suppliers, and other relationships to determine the extent to which actions are required to prevent problems related to the year 2000, and the resources that will be required to take such actions. These problems could result in malfunctions in certain software applications, databases, and computer equipment with respect to dates on or after January 1, 2000, unless corrected. Many of Entergy's suppliers also face year 2000 issues, which could affect their performance and indirectly affect Entergy. Entergy has been working on the above mentioned modifications and contingencies and will continue these efforts throughout mid-2000. Maintenance or modification costs will be expensed as incurred, while the costs of new software will be capitalized and amortized over the software's useful life. Management's updated estimate of maintenance and modification costs related to this project to be incurred in 1998 through mid-2000 is approximately $90 to 95 million. These expenses are being funded through operating cash flows. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Effective February 1, 1997, Entergy Corporation acquired London Electricity. Accordingly, consolidated net income for the six months ended June 30, 1997 reflects London Electricity's results subsequent to February 1, 1997. Net Income Consolidated net income increased for the three months ended June 30, 1998, primarily due to higher competitive business revenues and lower income taxes, partially offset by an increase in operating expenses. Net income decreased for the six months ended June 30, 1998, primarily due to decreased domestic electric revenues and higher operating expenses, partially offset by increased competitive business revenues and lower income taxes. Additional reserves were recorded for anticipated rate actions for Texas retail customers which totaled $54.8 million and $60.3 million net of tax for the three and six months ended June 30, 1998, respectively. Excluding the effects of the additional reserves, net income for the three and six months ended June 30, 1998 would have increased approximately, $112.8 million and $56.9 million, respectively, net of tax, compared to the periods ended June 30, 1997. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues associated with Entergy's domestic regulated operations for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($135.0) ($157.7) Rate riders (10.9) (36.5) Fuel cost recovery (0.9) (65.0) Sales volume/weather 84.1 65.8 Other revenue (including unbilled) 36.0 28.3 Sales for resale 26.3 32.8 ------- ------- Total ($0.4) ($132.3) ======= ======= Electric operating revenues for the domestic utility companies decreased for the three and six months ended June 30, 1998 primarily due to a decrease in base revenues at Entergy Gulf States and Entergy Louisiana, decreased rate rider revenue at Entergy Arkansas, and for the six months ended June 30, 1998, decreased fuel cost recovery at Entergy Arkansas and Entergy Louisiana. Base revenues at Entergy Gulf States decreased primarily due to the reserves recorded for anticipated rate refunds for Texas retail customers, aggressive pricing strategies for targeted customer segments, and a base rate reduction for the Louisiana retail customers that became effective in March 1998. Base revenues at Entergy Louisiana decreased due to a base rate reduction that became effective in the third quarter of 1997. The decrease in rate rider revenue at Entergy Arkansas, which does not affect net income, was due to the scheduled decline in Grand Gulf 1 cost recovery rate rider revenues as provided in the phase-in plan. Fuel cost recovery revenues decreased at Entergy Louisiana due to lower pricing resulting from a change in generation mix. Partially offsetting these decreases were increases in sales volume, other revenue (primarily unbilled revenue), and sales for resale. Sales volume increased due to significantly warmer weather in ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS the second quarter of 1998. Unbilled revenue increased due to higher sales volume. Sales for resale increased primarily due to sales to non- associated utilities and additional revenues related to the sale of energy from the 30% interest in River Bend transferred by the Cajun bankruptcy trustee to Entergy Gulf States in December 1997. Competitive business revenues increased for the three and six months ended June 30, 1998. Entergy London revenues for the six months ended June 30, 1998 were higher due to an additional month of activity under Entergy ownership recorded in 1998 compared to 1997, partially offset by the impact of a 3% price reduction, effective April 1, 1997, for kilowatt- hours distributed. An additional 3% price reduction, effective April 1, 1998, also impacted the three months ended June 30, 1998. Also contributing to the increase in competitive business revenues was an increase in revenue at EPMC and EPI. This revenue increase was a result of increased sales volume and price on the spot market due to increased demand resulting from significantly warmer weather in the second quarter of 1998. This increase was partially offset for EPMC by increased power purchased for resale as discussed below. The acquisition of new security companies at ETHC also contributed to the increase in competitive business revenues. Expenses Operating expenses increased for the three and six months ended June 30, 1998. The increase in the three months ended June 30, 1998 was primarily due to an increase in purchased power expenses and a decrease in other regulatory credits, partially offset by the decreased amortization of rate deferrals. The increase in the six months ended June 30, 1998 was primarily due to increases in purchased power expenses, other operation and maintenance expenses, and depreciation, amortization, and decommissioning expense, partially offset by decreases in fuel expenses and in the amortization of rate deferrals. The increases in purchased power expenses were primarily the result of a higher level of power trading by EPMC and, for the six months ended June 30, 1998, due to an additional month of Entergy London activity. The decrease in other regulatory credits for the three months ended June 30, 1998 was primarily due to the decrease in the under-recovery of Grand Gulf 1 related costs at Entergy Mississippi. The increase in other operation and maintenance expenses for the six months ended June 30, 1998 was primarily due to an additional month of Entergy London operations in 1998 as compared to 1997. Operation and maintenance expenses of security companies acquired by ETHC subsequent to the second quarter of 1997 also contributed to the increase in such expenses. Additionally, at Entergy Gulf States, other operation and maintenance expenses increased as a result of the inclusion of expenses related to the 30% interest in River Bend transferred by the Cajun bankruptcy trustee to Entergy Gulf States in December 1997. Beginning in 1998, Entergy Gulf States includes 100% of River Bend's operation and maintenance expenses in its operating expenses, as compared to 70% of such expenses for the three and six months ended June 30, 1997. The increase in depreciation, amortization, and decommissioning for the six months ended June 30, 1998 is primarily due to the inclusion of an additional month of depreciation and amortization expense at Entergy London in 1998 and the acquisition of additional security company assets by ETHC. A decrease in fuel expenses for the six months ended June 30, 1998, primarily at Entergy Arkansas, was due to a reduction in generation due to outages and disruption of coal deliveries to coal plants. Partially offsetting the increases in operating expenses for the three and six months ended June 30, 1998 were decreases in the amortization of rate deferrals. These decreases were caused by a lower amortization as prescribed in the Grand Gulf 1 rate phase-in plan and the Stipulation and Settlement Agreement with the APSC at Entergy Arkansas and the expiration of the Louisiana retail phase-in plan for River Bend in February 1998 at Entergy Gulf States. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Other Interest on long-term debt decreased for the three and six months ended June 30, 1998 primarily due to the retirement of certain long-term debt in 1998 at Entergy Arkansas, Entergy Gulf States, and System Energy. The effective income tax rates for the three months ended June 30, 1998 and 1997 were 23.6% and 35.9%, respectively. For the six months ended June 30, 1998 and 1997 the effective income tax rates were 29.4% and 35.3%, respectively. The decreases in 1998 were primarily due to the recording of a $44 million deferred tax benefit in June 1998 related to expected utilization of Entergy's capital loss carryforwards. The expected utilization results from potential gain transactions that would originate from investment/disposition strategies to be implemented within five years. Realization of the deferred tax asset is dependent upon Entergy's ability to utilize the capital loss carryforwards, which will expire in 2002. Partially offsetting these decreases was an increase primarily related to the increased reversal of previously recorded AFUDC amounts included in depreciation at Entergy Arkansas and Entergy Gulf States. The impact of the amortization of investment tax credits and of excess deferred taxes on rate deferrals at Entergy Mississippi, and a decrease in the flow-through of tax benefits related to operating reserves at Entergy Gulf States also contributed to the offsetting increases.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands, Except Share Data) Operating Revenues: Domestic electric $1,502,357 $1,502,742 $2,822,409 $2,954,667 Natural gas 24,188 23,025 74,613 80,521 Steam products 12,125 12,872 20,525 23,961 Competitive businesses 970,144 639,451 1,904,359 1,164,694 ---------- ---------- ---------- ---------- Total 2,508,814 2,178,090 4,821,906 4,223,843 ---------- ---------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 327,854 339,778 676,817 738,520 Purchased power 808,264 469,726 1,586,938 890,688 Nuclear refueling outage expenses 21,015 13,172 43,689 30,408 Other operation and maintenance 500,505 512,830 984,193 938,917 Depreciation, amortization, and decommissioning 245,089 241,286 497,547 469,315 Taxes other than income taxes 90,318 90,205 186,112 183,196 Other regulatory credits (25,017) (35,225) (59,783) (56,771) Amortization of rate deferrals 68,076 112,431 148,176 223,465 ---------- ---------- ---------- ---------- Total 2,036,104 1,744,203 4,063,689 3,417,738 ---------- ---------- ---------- ---------- Operating Income 472,710 433,887 758,217 806,105 ---------- ---------- ---------- ---------- Other Income: Allowance for equity funds used during construction 3,274 3,035 5,623 6,068 Miscellaneous - net 18,208 29,224 49,781 46,617 ---------- ---------- ---------- ---------- Total 21,482 32,259 55,404 52,685 ---------- ---------- ---------- ---------- Interest Charges: Interest on long-term debt 191,310 205,310 382,886 390,800 Other interest - net 14,053 11,148 24,155 23,053 Distributions on preferred securities of subsidiaries 8,950 4,710 20,128 8,882 Allowance for borrowed funds used during construction (2,682) (2,440) (4,562) (4,877) ---------- ---------- ---------- ---------- Total 211,631 218,728 422,607 417,858 ---------- ---------- ---------- ---------- Income Before Income Taxes 282,561 247,418 391,014 440,932 Income Taxes 66,582 88,839 114,981 155,868 ---------- ---------- ---------- ---------- Net Income before Preferred Dividend Requirements and Other 215,979 158,579 276,033 285,064 Preferred and Preference Dividend Requirements of Subsidiaries and Other 11,704 12,303 23,480 29,026 ---------- ---------- ---------- ---------- Consolidated Net Income 204,275 146,276 252,553 256,038 Other Comprehensive Income: Foreign Currency Translation Adjustment (20,541) (10,763) (3,848) (11,522) ---------- ---------- ---------- ---------- Comprehensive Net Income $183,734 $135,513 $248,705 $244,516 ========== ========== ========== ========== Earnings per average common share Basic and diluted $0.83 $0.61 $1.03 $1.08 Dividends declared per common share - $0.45 $0.90 $0.90 Average number of common shares outstanding: Basic 246,452,120 238,577,894 246,187,736 236,865,266 Diluted 246,501,362 238,639,480 246,298,479 236,944,435 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For The Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income before preferred dividend requirements and other $276,033 $285,064 Noncash items included in net income: Amortization of rate deferrals 148,176 223,311 Other regulatory credits (59,783) (21,546) Depreciation, amortization, and decommissioning 497,547 469,315 Deferred income taxes and investment tax credits (88,348) (70,123) Allowance for equity funds used during construction (5,623) (5,475) Changes in working capital: Receivables (54,452) 8,750 Fuel inventory 3,868 37,965 Accounts payable (38,423) (23,891) Taxes accrued 134,994 106,367 Interest accrued 590 868 Other working capital accounts (117,599) (98,449) Reserve for rate refund 101,255 - Provision for estimated losses and reserves (80,643) (11,594) Decommissioning trust contributions and realized change in trust assets (37,674) (35,489) Other (26,583) (24,859) -------- -------- Net cash flow provided by operating activities 653,335 840,214 -------- -------- Investing Activities: Construction/capital expenditures (454,309) (296,817) Allowance for equity funds used during construction 5,623 5,475 Nuclear fuel purchases (41,126) (52,323) Proceeds from sale/leaseback of nuclear fuel 37,666 79,512 Acquisition of London Electricity, net of cash acquired - (1,980,631) Investment in other nonregulated/nonutility properties (21,961) 78,537 Other (33,731) (20,767) -------- -------- Net cash flow used in investing activities (507,838) (2,187,014) -------- -------- See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For The Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Financing Activities: Proceeds from the issuance of: General and refunding mortgage bonds 78,703 64,827 First mortgage bonds 112,556 84,064 Bank notes and other long-term debt 201,070 1,691,201 Preferred securities of subsidiary trusts - 82,323 Common stock 15,228 166,870 Retirement of: First mortgage bonds (341,335) (192,504) General and refunding mortgage bonds (80,000) (634) Other long-term debt (125,389) (21,160) Redemption of preferred stock (6,250) (103,867) Changes in short-term borrowings - net 186,167 113,104 Preferred stock dividends paid (23,580) (27,275) Common stock dividends paid (221,772) (212,141) --------- ---------- Net cash flow provided by (used in) financing activities (204,602) 1,644,808 --------- ---------- Effect of exchange rates on cash and cash equivalents 1,894 809 --------- ---------- Net increase (decrease) in cash and cash equivalents (57,211) 298,817 Cash and cash equivalents at beginning of period 830,547 388,703 --------- ---------- Cash and cash equivalents at end of period $773,336 $687,520 ========= ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $427,136 $256,899 Income taxes $78,761 $81,165 Noncash investing and financing activities: Change in unrealized appreciation of decommissioning trust assets $22,854 $6,268 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 (In Thousands) ASSETS Current Assets: Cash and cash equivalents: Cash $78,332 $85,067 Temporary cash investments - at cost, which approximates market 673,404 700,431 Special deposits 21,600 45,049 ----------- ----------- Total cash and cash equivalents 773,336 830,547 Notes receivable 5,449 8,157 Accounts receivable: Customer (less allowance for doubtful accounts of $29.9 million in 1998 and $32.8 million in 1997) 488,903 458,085 Other 312,294 225,523 Accrued unbilled revenues 533,192 580,194 Deferred fuel costs 232,512 150,596 Fuel inventory 115,463 119,331 Materials and supplies - at average cost 391,948 367,870 Rate deferrals 106,451 237,302 Prepayments and other 215,282 193,717 ----------- ----------- Total 3,174,830 3,171,322 ----------- ----------- Other Property and Investments: Decommissioning trust funds 649,578 589,050 Non-regulated investments 615,064 568,951 Other 222,633 225,818 ----------- ----------- Total 1,487,275 1,383,819 ----------- ----------- Utility Plant: Electric 25,547,716 25,310,122 Plant acquisition adjustment - Entergy Gulf States 431,028 439,160 Electric plant under leases 674,483 674,483 Property under capital leases - electric 128,459 134,278 Natural gas 178,186 169,964 Steam products 82,751 82,289 Construction work in progress 766,786 565,667 Nuclear fuel under capital leases 247,811 269,011 Nuclear fuel 91,084 72,875 ----------- ----------- Total 28,148,304 27,717,849 Less - accumulated depreciation and amortization 10,006,232 9,585,021 ----------- ----------- Utility plant - net 18,142,072 18,132,828 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 145,277 162,602 SFAS 109 regulatory asset - net 1,157,286 1,174,187 Unamortized loss on reacquired debt 189,888 196,891 Other regulatory assets 520,482 466,780 Long-term receivables 35,693 36,984 CitiPower license (net of amortization of $30.6 million in 1998 and $25.6 million in 1997) 459,971 486,153 London Electricity license (net of amortization of $48.8 million in 1998 and $25.6 million in 1997) 1,330,902 1,327,312 Other 529,702 461,822 ----------- ----------- Total 4,369,201 4,312,731 ----------- ----------- TOTAL $27,173,378 $27,000,700 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 (In Thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Currently maturing long-term debt $305,027 $390,674 Notes payable 622,609 428,964 Accounts payable 893,454 915,800 Customer deposits 178,176 178,162 Taxes accrued 500,023 359,996 Accumulated deferred income taxes 7,384 56,524 Interest accrued 214,506 214,763 Dividends declared 8,068 8,166 Obligations under capital leases 163,189 167,700 Other 71,628 81,303 ----------- ----------- Total 2,964,064 2,802,052 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 4,539,504 4,567,052 Accumulated deferred investment tax credits 569,519 587,781 Obligations under capital leases 213,396 236,000 Other 1,987,049 1,857,514 ----------- ----------- Total 7,309,468 7,248,347 ----------- ----------- Long-term debt 8,977,087 9,068,325 Subsidiaries' preferred stock with sinking fund 182,755 185,005 Subsidiary's preference stock 150,000 150,000 Company-obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated deferrable debentures 215,000 215,000 Company-obligated redeemable preferred securities of subsidiary partnership holding solely junior subordinated deferrable debentures 300,000 300,000 Shareholders' Equity: Subsidiaries' preferred stock without sinking fund 334,455 338,455 Common stock, $.01 par value, authorized 500,000,000 shares; issued 246,686,106 shares in 1998 and 246,149,198 shares in 1997 2,467 2,461 Additional paid-in capital 4,627,648 4,613,572 Retained earnings 2,188,165 2,157,912 Cumulative foreign currency translation adjustment (73,665) (69,817) Less - treasury stock (134,504 shares in 1998 and 306,852 shares in 1997) 4,066 10,612 ----------- ----------- Total 7,075,004 7,031,971 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $27,173,378 $27,000,700 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Domestic Electric Operating Revenues: Residential $ 503.7 $ 454.3 $ 49.4 11 Commercial 360.8 362.4 (1.6) - Industrial 439.5 477.0 (37.5) (8) Governmental 42.7 40.4 2.3 6 ---------------------------------- Total retail 1,346.7 1,334.1 12.6 1 Sales for resale 107.3 81.0 26.3 32 Other 48.3 87.6 (39.3) (45) ---------------------------------- Total $ 1,502.3 $ 1,502.7 ($0.4) - ================================== Billed Electric Energy Sales (Millions of kWh): Residential 6,697 5,531 1,166 21 Commercial 5,496 4,952 544 11 Industrial 10,854 11,239 (385) (3) Governmental 669 598 71 12 ---------------------------------- Total retail 23,716 22,320 1,396 6 Sales for resale 2,645 1,828 817 45 ---------------------------------- Total 26,361 24,148 2,213 9 ================================== Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Domestic Electric Operating Revenues: Residential $ 966.7 $ 956.4 $ 10.3 1 Commercial 693.5 730.7 (37.2) (5) Industrial 884.2 973.9 (89.7) (9) Governmental 84.2 82.0 2.2 3 ---------------------------------- Total retail 2,628.6 2,743.0 (114.4) (4) Sales for resale 190.4 157.6 32.8 21 Other 3.4 54.1 (50.7) (94) ---------------------------------- Total $ 2,822.4 $ 2,954.7 ($132.3) (4) ================================== Billed Electric Energy Sales (Millions of kWh): Residential 12,937 11,931 1,006 8 Commercial 10,325 9,847 478 5 Industrial 21,266 22,135 (869) (4) Governmental 1,297 1,193 104 9 ---------------------------------- Total retail 45,825 45,106 719 2 Sales for resale 4,574 4,253 321 8 ---------------------------------- Total 50,399 49,359 1,040 2 ==================================
ENTERGY ARKANSAS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended June 30, 1998 primarily due to decreases in operating expenses and interest expense, partially offset by decreases in electric operating revenues and other income. Net income decreased for the six months ended June 30, 1998 primarily due to decreases in electric operating revenues and other income, partially offset by decreases in operating expenses and interest expense. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($3.8) ($2.2) Rate riders (20.4) (47.5) Fuel cost recovery (0.7) (7.5) Sales volume/weather 24.1 22.5 Other revenue (including unbilled) 1.8 17.5 Sales for resale (33.3) (60.0) ------ ------ Total ($32.3) ($77.2) ====== ====== Electric operating revenues decreased for the three and six months ended June 30, 1998 primarily as a result of a decrease in rate rider revenue and sales for resale, partially offset by an increase in sales volume and, for the six months ended June 30, 1998, an increase in other revenue (primarily unbilled revenue). Rate rider revenue, which does not affect net income, decreased due to the decline in Grand Gulf 1 cost recovery rate rider revenues reflecting scheduled reductions in the phase- in plan. Sales for resale decreased due to a decrease in sales to associated companies. This decrease was a result of reduced generation due to outages at both ANO1 and ANO2 and restricted generation at the Independence and White Bluff coal plants due to disruption in coal deliveries. Sales volume increased due to significantly warmer weather in the second quarter of 1998. Unbilled revenue increased for the six months ended June 30, 1998 primarily as a result of increased sales volume. ENTERGY ARKANSAS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Expenses Operating expenses decreased for the three and six months ended June 30, 1998 primarily due to decreases in fuel expenses and the amortization of Grand Gulf 1 rate deferrals and an increase in other regulatory credits, partially offset by slight increases in various other operating expenses. Fuel expenses decreased primarily due to a reduction in generation due to the outages and disrupted coal deliveries discussed above. The decrease in the amortization of Grand Gulf 1 rate deferrals is due to a decrease in amortization prescribed in the Grand Gulf 1 rate phase-in plan and the Stipulation and Settlement Agreement with the APSC. See Note 2 for further discussion. The increase in other regulatory credits is a result of the increase in the net under-recovery of Grand Gulf 1 related costs. Other Miscellaneous other income - net decreased for the three and six months ended June 30, 1998 primarily due to reduced Grand Gulf 1 carrying charges as a result of a decline in the deferral balance, which does not impact net income. Interest charges decreased for the three and six months ended June 30, 1998 primarily due to the retirement of certain long-term debt in 1998. The effective income tax rate of 38.3% for the three months ended June 30, 1998 remained relatively unchanged from the rate of 38.8% for the three months ended June 30, 1997. For the six months ended June 30, 1998 and 1997 the effective income tax rates were 38.9% and 35.3%, respectively. The increase in 1998 is primarily due to the increased reversal of previously recorded AFUDC amounts included in depreciation.
ENTERGY ARKANSAS, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues $391,357 $423,619 $721,146 $798,350 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 29,142 62,754 75,365 129,347 Purchased power 114,997 109,120 210,312 203,854 Nuclear refueling outage expenses 7,728 5,367 15,819 12,266 Other operation and maintenance 90,497 86,085 176,296 171,801 Depreciation, amortization, and decommissioning 44,773 41,335 90,033 82,784 Taxes other than income taxes 9,840 9,101 20,200 18,529 Other regulatory credits (11,524) (9,485) (22,105) (8,749) Amortization of rate deferrals 22,067 38,469 44,135 76,754 -------- -------- -------- -------- Total 307,520 342,746 610,055 686,586 -------- -------- -------- -------- Operating Income 83,837 80,873 111,091 111,764 -------- -------- -------- -------- Other Income: Allowance for equity funds used during construction 1,628 1,445 2,332 2,888 Miscellaneous - net 1,678 5,090 8,548 10,414 -------- -------- -------- -------- Total 3,306 6,535 10,880 13,302 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 21,657 23,777 45,121 48,227 Other interest - net 584 971 1,360 1,900 Distributions on preferred securities of subsidiary 1,295 1,275 2,550 2,550 Allowance for borrowed funds used during construction (1,164) (869) (1,651) (1,737) -------- -------- -------- -------- Total 22,372 25,154 47,380 50,940 -------- -------- -------- -------- Income Before Income Taxes 64,771 62,254 74,591 74,126 Income Taxes 24,804 24,169 29,001 26,193 -------- -------- -------- -------- Net Income 39,967 38,085 45,590 47,933 Preferred Stock Dividend Requirements and Other 2,593 2,798 5,219 5,630 -------- -------- -------- -------- Earnings Applicable to Common Stock $37,374 $35,287 $40,371 $42,303 ======== ======== ======== ======== See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income $45,590 $47,933 Noncash items included in net income: Amortization of rate deferrals 44,135 76,754 Other regulatory credits (22,105) (8,749) Depreciation, amortization, and decommissioning 90,033 82,784 Deferred income taxes and investment tax credits 2,886 (30,693) Allowance for equity funds used during construction (2,332) (2,888) Changes in working capital: Receivables (34,717) 29,939 Fuel inventory (4,464) 29,293 Accounts payable 69,394 (22,365) Taxes accrued 9,713 11,613 Interest accrued (4,013) 622 Deferred fuel costs (43,643) 6,044 Other working capital accounts (13,017) (39,775) Decommissioning trust contributions and realized change in trust assets (12,679) (12,283) Provision for estimated losses and reserves (3,075) 5,383 Other (26,449) 4,051 -------- --------- Net cash flow provided by operating activities 95,257 177,663 -------- --------- Investing Activities: Construction expenditures (81,803) (61,664) Allowance for equity funds used during construction 2,332 2,888 Nuclear fuel purchases (6,997) (36,532) Proceeds from sale/leaseback of nuclear fuel 6,997 36,553 -------- --------- Net cash flow used in investing activities (79,471) (58,755) -------- --------- Financing Activities: Proceeds from the issuance of first mortgage bonds - 84,064 Retirement of: First mortgage bonds (105,774) (117,587) Other long term debt (45,500) - Redemption of preferred stock (4,000) - Dividends paid: Common stock (7,500) (31,400) Preferred stock (5,318) (5,729) -------- --------- Net cash flow used in financing activities (168,092) (70,652) -------- --------- Net increase (decrease) in cash and cash equivalents (152,306) 48,256 Cash and cash equivalents at beginning of period 203,391 43,857 -------- --------- Cash and cash equivalents at end of period $51,085 $92,113 ======== ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $48,855 $41,995 Income taxes $16,747 $40,864 Noncash investing and financing activities: Change in unrealized appreciation of decommissioning trust assets $15,048 $5,817 See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $4,394 $6,076 Temporary cash investments - at cost, which approximates market: Associated companies 12,813 41,389 Other 33,878 110,877 Special deposits - 45,049 ---------- ---------- Total cash and cash equivalents 51,085 203,391 Accounts receivable: Customer (less allowance for doubtful accounts of $1.8 million in 1998 and 1997) 82,406 71,910 Associated companies 60,964 46,166 Other 7,235 10,282 Accrued unbilled revenues 102,086 89,616 Deferred fuel costs 27,399 - Fuel inventory - at average cost 32,633 28,169 Materials and supplies - at average cost 84,861 79,692 Rate deferrals 31,114 75,249 Deferred nuclear refueling outage costs 32,107 24,335 Prepayments and other 13,675 8,647 ---------- ---------- Total 525,565 637,457 ---------- ---------- Other Property and Investments: Investment in subsidiary companies - at equity 11,213 11,213 Decommissioning trust fund 278,300 250,573 Other - at cost (less accumulated depreciation) 4,980 4,939 ---------- ---------- Total 294,493 266,725 ---------- ---------- Utility Plant: Electric 4,667,501 4,650,065 Property under capital leases 52,513 53,843 Construction work in progress 190,969 123,087 Nuclear fuel under capital lease 81,450 92,621 Nuclear fuel 32,607 - ---------- ---------- Total 5,025,040 4,919,616 Less - accumulated depreciation and amortization 2,207,859 2,116,826 ---------- ---------- Utility plant - net 2,817,181 2,802,790 ---------- ---------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 251,789 252,712 Unamortized loss on reacquired debt 53,665 53,780 Other regulatory assets 95,295 79,461 Other 21,130 13,952 ---------- ---------- Total 421,879 399,905 ---------- ---------- TOTAL $4,059,118 $4,106,877 ========== ========== See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $850 $60,650 Notes payable 667 667 Accounts payable: Associated companies 106,866 59,438 Other 98,371 76,405 Customer deposits 25,420 23,437 Taxes accrued 87,040 77,327 Accumulated deferred income taxes 24,802 32,239 Interest accrued 24,813 28,826 Co-owner advances 17,710 7,666 Deferred fuel costs - 16,244 Obligations under capital leases 47,751 62,623 Other 14,621 21,696 ---------- ---------- Total 448,911 467,218 ---------- ---------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 771,997 759,489 Accumulated deferred investment tax credits 101,333 103,899 Obligations under capital leases 86,212 83,841 Other 175,490 169,884 ---------- ---------- Total 1,135,032 1,117,113 ---------- ---------- Long-term debt 1,168,618 1,244,860 Preferred stock with sinking fund 31,027 31,027 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 60,000 60,000 Shareholders' Equity: Preferred stock without sinking fund 112,350 116,350 Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares 470 470 Additional paid-in capital 590,134 590,134 Retained earnings 512,576 479,705 ---------- ---------- Total 1,215,530 1,186,659 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,059,118 $4,106,877 ========== ========== See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 118.3 $ 105.2 $ 13.1 12 Commercial 68.9 75.9 (7.0) (9) Industrial 78.4 84.2 (5.8) (7) Governmental 3.6 4.6 (1.0) (22) ---------------------------- Total retail 269.2 269.9 (0.7) - Sales for resale: Associated companies 25.4 61.6 (36.2) (59) Non-associated companies 53.9 51.0 2.9 6 Other 42.8 41.1 1.7 4 ---------------------------- Total $ 391.3 $ 423.6 ($32.3) (8) ============================ Billed Electric Energy Sales (Millions of kWh): Residential 1,357 1,091 266 24 Commercial 1,116 972 144 15 Industrial 1,642 1,541 101 7 Governmental 56 57 (1) (2) ---------------------------- Total retail 4,171 3,661 510 14 Sales for resale: Associated companies 863 2,906 (2,043) (70) Non-associated companies 1,236 1,515 (279) (18) ---------------------------- Total 6,270 8,082 (1,812) (22) ============================ Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 239.2 $ 236.6 $ 2.6 1 Commercial 128.3 148.5 (20.2) (14) Industrial 150.8 165.8 (15.0) (9) Governmental 6.9 8.9 (2.0) (22) ---------------------------- Total retail 525.2 559.8 (34.6) (6) Sales for resale: Associated companies 59.6 122.4 (62.8) (51) Non-associated companies 98.0 95.2 2.8 3 Other 38.4 21.0 17.4 83 ---------------------------- Total $ 721.2 $ 798.4 ($77.2) (10) ============================ Billed Electric Energy Sales (Millions of kWh): Residential 2,861 2,609 252 10 Commercial 2,119 1,980 139 7 Industrial 3,208 3,111 97 3 Governmental 111 117 (6) (5) ---------------------------- Total retail 8,299 7,817 482 6 Sales for resale: Associated companies 2,500 5,880 (3,380) (57) Non-associated companies 2,409 3,011 (602) (20) ---------------------------- Total 13,208 16,708 (3,500) (21) ============================
ENTERGY GULF STATES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income (loss) decreased for the three and six months ended June 30, 1998 primarily due to a decrease in operating revenues caused by additional reserves recorded for anticipated rate actions for Texas retail customers which totaled $54.8 million and $60.3 million net of tax, respectively. The decrease was partially offset by lower income taxes and decreases in operating expenses and interest charges. Excluding the effects of the additional reserves, net income for the three and six months ended June 30, 1998 would have increased approximately $22.5 million and $10.2 million, respectively. See Note 2 for a discussion of the additional reserves recorded for anticipated rate actions for Texas retail customers. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($114.6) ($124.8) Fuel cost recovery 1.9 0.3 Sales volume/weather 26.1 26.1 Other revenue (including unbilled) 13.9 0.9 Sales for resale 20.4 29.0 ------ ------ Total ($52.3) ($68.5) ====== ====== Electric operating revenues decreased for the three and six months ended June 30, 1998 primarily due to a decrease in base revenues, partially offset by higher sales volume and increases in sales for resale and an increase in the second quarter of 1998 in other revenue (primarily unbilled revenue). Base revenues decreased primarily due to reserves recorded during the three and six months ended June 30, 1998 for anticipated rate actions for Texas retail customers, aggressive pricing strategies for targeted customer segments, and a base rate reduction in Louisiana that became effective in March 1998. Sales volume increased due to significantly warmer weather in the second quarter of 1998. Sales for resale increased due to an increase in sales to non-associated utilities and additional revenues related to the sale of energy from the 30% interest in River Bend transferred by the Cajun bankruptcy trustee to Entergy Gulf States in December 1997. Unbilled revenues increased for the three months ended June 30, 1998 primarily as a result of increased sales volume, partially offset by decreased pricing caused by the rate reduction. Gas operating revenues decreased for the six months ended June 30, 1998 due to a lower unit price for gas purchased for resale. Steam operating revenues decreased for the six months ended June 30, 1998 primarily due to changes in the customer contract, which took effect in August 1997. ENTERGY GULF STATES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Expenses Operating expenses decreased for the three and six months ended June 30, 1998 primarily due to a decrease in the amortization of rate deferrals, partially offset by increased other operation and maintenance expenses and a net increase in fuel and purchased power expenses. The amortization of rate deferrals decreased due to the expiration of the Louisiana retail phase-in plan for River Bend in February 1998. Other operation and maintenance expenses increased as a result of the inclusion of expenses related to the 30% interest in River Bend transferred by the Cajun bankruptcy trustee to Entergy Gulf States in December 1997. Entergy Gulf States now includes 100% of River Bend's operation and maintenance expenses in its operating expenses, as compared to 70% of such expenses for the three and six months ended June 30, 1997. The net increase in fuel and purchased power expenses is primarily due to an increase in generation, partially offset by the impact of the under- recovered deferred fuel costs in excess of the fixed fuel factor applied in Entergy Gulf States' Texas retail jurisdiction. Other Interest charges decreased for the three and six months ended June 30, 1998 primarily due to the retirement of certain long-term debt in 1997 and 1998. For the three months ended June 30, 1998 and 1997, the effective income tax rates were 16.1% and 26.7%, respectively. The effective income tax rates for the six months ended June 30, 1998 and 1997 were 55.7% and 33.3%, respectively. The changes in the effective income tax rates in 1998 are primarily due to a decrease in the flow-through of tax benefits related to operating reserves and the increased reversal of previously recorded AFUDC amounts included in depreciation.
ENTERGY GULF STATES, INC. STATEMENTS OF INCOME (LOSS) For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues: Electric $405,475 $457,739 $837,339 $905,877 Natural gas 6,055 5,810 23,300 27,911 Steam products 12,125 12,872 20,525 23,961 -------- -------- -------- -------- Total 423,655 476,421 881,164 957,749 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 128,968 138,692 247,254 259,084 Purchased power 80,972 66,428 159,632 145,769 Nuclear refueling outage expenses 3,675 2,573 8,224 5,218 Other operation and maintenance 98,161 92,182 196,700 175,444 Depreciation, amortization, and decommissioning 52,740 53,833 107,037 106,801 Taxes other than income taxes 28,057 26,803 58,968 56,010 Other regulatory credits (2,715) (6,083) (9,051) (11,948) Amortization of rate deferrals 2,268 26,350 17,210 52,714 -------- -------- -------- -------- Total 392,126 400,778 785,974 789,092 -------- -------- -------- -------- Operating Income 31,529 75,643 95,190 168,657 -------- -------- -------- -------- Other Income: Allowance for equity funds used during construction 688 726 1,300 1,451 Miscellaneous - net 2,538 4,488 6,498 8,589 -------- -------- -------- -------- Total 3,226 5,214 7,798 10,040 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 38,717 41,755 77,088 83,741 Other interest - net 971 978 1,715 3,716 Distributions on preferred securities of subsidiary 1,859 1,860 3,719 3,182 Allowance for borrowed funds used during construction (547) (620) (1,014) (1,239) -------- -------- -------- -------- Total 41,000 43,973 81,508 89,400 -------- -------- -------- -------- Income (Loss) Before Income Taxes (6,245) 36,884 21,480 89,297 Income Taxes (Benefit) (1,004) 9,856 11,965 29,734 -------- -------- -------- -------- Net Income (Loss) (5,241) 27,028 9,515 59,563 Preferred and Preference Stock Dividend Requirements and Other 4,774 4,995 9,588 13,938 -------- -------- -------- -------- Earnings (Loss) Applicable to Common Stock ($10,015) $22,033 ($73) $45,625 ======== ======== ======== ======== See Notes to Financial Statements.
ENTERGY GULF STATES, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) Six Months Ended 1998 1997 (In Thousands) Operating Activities: Net income $9,515 $59,563 Noncash items included in net income: Amortization of rate deferrals 17,210 52,714 Other regulatory credits (9,051) (11,948) Depreciation, amortization, and decommissioning 107,037 106,801 Deferred income taxes and investment tax credits (29,286) (1,887) Allowance for equity funds used during construction (1,300) (1,451) Changes in working capital: Receivables (14,082) (35,261) Fuel inventory 2,909 3,889 Accounts payable (10,274) 17,673 Taxes accrued 28,932 26,282 Interest accrued (209) (1,218) Deferred fuel costs (23,103) (205) Other working capital accounts (7,269) 12,274 Decommissioning trust contributions and realized change in trust assets (7,466) (4,277) Provision for estimated losses and reserves (3,443) (17,021) Reserve for rate refund 101,255 - Other 280 7,585 -------- -------- Net cash flow provided by operating activities 161,655 213,513 -------- -------- Investing Activities: Construction expenditures (52,288) (59,558) Allowance for equity funds used during construction 1,300 1,451 Nuclear fuel purchases (200) - Proceeds from sale/leaseback of nuclear fuel 193 - -------- -------- Net cash flow used in investing activities (50,995) (58,107) -------- -------- Financing Activities: Proceeds from the issuance of : Long-term debt 21,600 - Preferred securities of subsidiary trust - 82,323 Retirement of: First mortgage bonds (25,000) (46,917) Other long-term debt (25) (425) Redemption of preferred and preference stock (2,250) (89,367) Dividends paid: Common stock (80,315) - Preferred and preference stock (9,588) (11,936) -------- -------- Net cash flow used in financing activities (95,578) (66,322) -------- -------- Net increase in cash and cash equivalents 15,082 89,084 Cash and cash equivalents at beginning of period 165,164 122,406 -------- -------- Cash and cash equivalents at end of period $180,246 $211,490 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $74,414 $83,269 Income taxes $22,532 $1,158 Noncash investing and financing activities: Change in unrealized appreciation of decommissioning trust assets $3,154 $859 See Notes to Financial Statements.
ENTERGY GULF STATES, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $7,565 $10,549 Temporary cash investments - at cost, which approximates market: Associated companies 36,378 37,389 Other 114,703 117,226 Special deposits 21,600 - ---------- ---------- Total cash and cash equivalents 180,246 165,164 Accounts receivable: Customer (less allowance for doubtful accounts of $1.8 million in 1998 and 1997) 100,119 99,762 Associated companies 10,253 9,024 Other 26,902 32,837 Accrued unbilled revenues 93,256 74,825 Deferred fuel costs 168,860 145,757 Accumulated deferred income taxes 28,757 22,093 Fuel inventory - at average cost 34,718 37,627 Materials and supplies - at average cost 110,370 104,690 Rate deferrals 9,077 21,749 Prepayments and other 28,646 21,680 ---------- ---------- Total 791,204 735,208 ---------- ---------- Other Property and Investments: Decommissioning trust fund 198,082 187,462 Other - at cost (less accumulated depreciation) 175,789 176,953 ---------- ---------- Total 373,871 364,415 ---------- ---------- Utility Plant: Electric 7,197,023 7,168,668 Natural gas 50,554 47,656 Steam products 82,751 82,289 Property under capital leases 65,106 67,946 Construction work in progress 106,071 90,333 Nuclear fuel under capital lease 43,683 54,390 Nuclear fuel 18,300 23,051 ---------- ---------- Total 7,563,488 7,534,333 Less - accumulated depreciation and amortization 3,091,721 2,996,147 ---------- ---------- Utility plant - net 4,471,767 4,538,186 ---------- ---------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 93,872 98,410 SFAS 109 regulatory asset - net 377,434 376,275 Unamortized loss on reacquired debt 45,559 48,417 Other regulatory assets 83,361 86,819 Long-term receivables 35,693 36,984 Other 215,357 203,923 ---------- ---------- Total 851,276 850,828 ---------- ---------- TOTAL $6,488,118 $6,488,637 ========== ========== See Notes to Financial Statements.
ENTERGY GULF STATES, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $212,065 $190,890 Accounts payable: Associated companies 54,216 48,726 Other 93,680 109,444 Customer deposits 31,456 30,311 Taxes accrued 77,250 48,318 Interest accrued 44,945 45,154 Nuclear refueling reserve 11,096 3,386 Obligations under capital leases 34,648 30,280 Other 14,168 17,646 ---------- ---------- Total 573,524 524,155 ---------- ---------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,114,298 1,124,644 Accumulated deferred investment tax credits 204,983 215,438 Obligations under capital leases 74,141 92,055 Other 1,019,191 923,409 ---------- ---------- Total 2,412,613 2,355,546 ---------- ---------- Long-term debt 1,678,229 1,702,719 Preferred stock with sinking fund 66,728 68,978 Preference stock 150,000 150,000 Company - obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 85,000 85,000 Shareholders' Equity: Preferred stock without sinking fund 51,444 51,444 Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares 114,055 114,055 Additional paid-in capital 1,152,575 1,152,575 Retained earnings 203,950 284,165 ---------- ---------- Total 1,522,024 1,602,239 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $6,488,118 $6,488,637 ========== ========== See Notes to Financial Statements.
ENTERGY GULF STATES, INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 139.5 $ 133.5 $ 6.0 4 Commercial 103.2 107.0 (3.8) (4) Industrial 174.6 176.9 (2.3) (1) Governmental 10.7 8.5 2.2 26 ------------------------------- Total retail 428.0 425.9 2.1 - Sales for resale: Associated companies 8.2 4.3 3.9 91 Non-associated companies 27.3 10.8 16.5 153 Other (1) (58.1) 16.7 (74.8) (448) ------------------------------- Total $ 405.4 $ 457.7 ($ 52.3) (11) =============================== Billed Electric Energy Sales (Millions of kWh): Residential 1,948 1,644 304 18 Commercial 1,647 1,530 117 8 Industrial 4,614 4,555 59 1 Governmental 166 114 52 46 ------------------------------- Total retail 8,375 7,843 532 7 Sales for resale: Associated companies 205 152 53 35 Non-associated companies 946 489 457 93 ------------------------------- Total 9,526 8,484 1,042 12 =============================== Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 267.8 $ 267.1 $ 0.7 - Commercial 203.5 212.3 (8.8) (4) Industrial 350.2 354.9 (4.7) (1) Governmental 21.3 16.5 4.8 29 ------------------------------- Total retail 842.8 850.8 (8.0) (1) Sales for resale: Associated companies 10.0 5.5 4.5 82 Non-associated companies 48.8 24.3 24.5 101 Other (1) (64.3) 25.2 (89.5) (355) ------------------------------- Total $ 837.3 $ 905.8 ($ 68.5) (8) =============================== Billed Electric Energy Sales (Millions of kWh): Residential 3,668 3,437 231 7 Commercial 3,088 3,018 70 2 Industrial 8,962 8,720 242 3 Governmental 320 228 92 40 ------------------------------- Total retail 16,038 15,403 635 4 Sales for resale: Associated companies 262 199 63 32 Non-associated companies 1,447 1,152 295 26 ------------------------------- Total 17,747 16,754 993 6 =============================== (1) Includes the effect of the provision for rate refunds.
ENTERGY LOUISIANA, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended June 30, 1998 primarily due to an increase in electric operating revenues and a decrease in operating expenses, partially offset by higher income taxes. Net income increased for the six months ended June 30, 1998 primarily due to a decrease in operating expenses, partially offset by higher income taxes and a decrease in electric operating revenues. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($10.4) ($18.9) Fuel cost recovery (21.2) (67.3) Sales volume/weather 18.0 1.9 Other revenue (including unbilled) 14.1 7.0 Sales for resale 11.4 11.2 ----- ------ Total $11.9 ($66.1) ===== ====== Electric operating revenues increased for the three months ended June 30, 1998 primarily due to increases in sales volume, other revenue (primarily unbilled revenue), and sales for resale, partially offset by lower fuel cost recovery revenues, which do not affect net income, and a decrease in base revenues. Electric operating revenues decreased for the six months ended June 30, 1998, primarily due to decreases in fuel cost recovery revenues and base revenues, partially offset by an increase in sales for resale. Sales volume increased due to significantly warmer weather in the second quarter of 1998. This increase in sales volume was partially offset by the loss of a large industrial customer as well as substantially lower sales to another large industrial customer due to cogeneration. The increase in unbilled revenue is primarily a result of increased sales volume. Sales for resale increased as a result of an increase in sales to associated companies primarily due to changes in generation requirements and availability among the domestic utility companies. Fuel cost recovery revenues decreased due to lower pricing resulting from a change in generation mix. Base revenues decreased due to a base rate reduction that became effective in the third quarter of 1997. ENTERGY LOUISIANA, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Expenses Operating expenses decreased for the three months ended June 30, 1998 primarily due to a decrease in purchased power expenses and other operation and maintenance expenses, partially offset by increases in fuel expenses and nuclear refueling outage expenses. Operating expenses decreased for the six months ended June 30, 1998 primarily due to decreases in fuel expenses, purchased power expenses, and other operation and maintenance expenses, partially offset by an increase in nuclear refueling outage expenses. Purchased power expenses decreased due to shifting generation requirements in 1997 as a result of the extended refueling outage at the Waterford 3 nuclear plant. Fuel expenses increased for the three months ended June 30, 1998 as a result of increased generation. The 1997 extended refueling outage at Waterford 3, which resulted in reduced generation, also contributed to this increase. Fuel expenses decreased for the six months ended June 30,1998 due to a shift in mix to nuclear fuel. Other operation and maintenance expenses decreased due to non-refueling outage related contract work and maintenance performed at Waterford 3 in 1997. Nuclear refueling outage expenses increased due to increased outage expenses and a shortened amortization period resulting from the extended refueling outage at Waterford 3 in 1997. Other For the three and six months ended June 30, 1998 and 1997 the effective income tax rates were relatively unchanged. The effective income tax rates for the three months ended June 30, 1998 and 1997 were 40.8% and 41.1%, respectively. The effective income tax rates for the six months ended June 30, 1998 and 1997 were 42.3% and 41.0%, respectively.
ENTERGY LOUISIANA, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues $424,115 $412,263 $780,153 $846,246 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 71,007 61,063 145,709 173,979 Purchased power 101,359 114,557 189,355 210,753 Nuclear refueling outage expenses 5,435 1,324 10,870 5,299 Other operation and maintenance 72,486 82,301 143,510 156,386 Depreciation, amortization, and decommissioning 43,152 41,095 87,230 85,466 Taxes other than income taxes 17,013 17,581 35,471 35,820 Other regulatory charges (credits) (877) 3,521 (1,754) 7,016 Amortization of rate deferrals - 2,910 - 5,736 -------- -------- -------- -------- Total 309,575 324,352 610,391 680,455 -------- -------- -------- -------- Operating Income 114,540 87,911 169,762 165,791 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 459 219 820 437 Miscellaneous - net 229 (276) 2,369 (917) -------- -------- -------- -------- Total 688 (57) 3,189 (480) -------- -------- -------- -------- Interest Charges: Interest on long-term debt 28,848 30,007 57,610 60,090 Other interest - net 1,511 1,276 3,017 3,211 Distributions on preferred securities of subsidiary 1,575 1,575 3,150 3,150 Allowance for borrowed funds used during construction (417) (378) (750) (756) -------- -------- -------- -------- Total 31,517 32,480 63,027 65,695 -------- -------- -------- -------- Income Before Income Taxes 83,711 55,374 109,924 99,616 Income Taxes 34,165 22,767 46,461 40,837 -------- -------- -------- -------- Net Income 49,546 32,607 63,463 58,779 Preferred Stock Dividend Requirements and Other 3,254 3,254 6,507 6,846 -------- -------- -------- -------- Earnings Applicable to Common Stock $46,292 $29,353 $56,956 $51,933 ======== ======== ======== ======== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. STATEMENTS OF CASH FLOWS For the Six Months ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income $63,463 $58,779 Noncash items included in net income: Amortization of rate deferrals - 5,736 Other regulatory charges (credits) (1,754) 7,016 Depreciation, amortization, and decommissioning 87,230 85,466 Deferred income taxes and investment tax credits 1,866 1,343 Allowance for equity funds used during construction (820) (437) Changes in working capital: Receivables (22,000) (11,709) Accounts payable (8,329) (11,107) Taxes accrued 39,706 12,737 Interest accrued (1,037) (10,083) Deferred fuel costs (5,491) - Other working capital accounts (221) (21,691) Other deferred credits (22,396) 4,188 Decommissioning trust contributions and realized change in trust assets (6,000) (8,101) Provision for estimated losses and reserves 2,961 3,951 Other 1,510 (844) -------- -------- Net cash flow provided by operating activities 128,688 115,244 -------- -------- Investing Activities: Construction expenditures (42,204) (36,173) Allowance for equity funds used during construction 820 437 Nuclear fuel purchases - (42,920) Proceeds from sale/leaseback of nuclear fuel - 42,920 -------- -------- Net cash flow used in investing activities (41,384) (35,736) -------- -------- Financing Activities: Proceeds from the issuance of first mortgage bonds 112,556 - Retirement of: First mortgage bonds (150,561) (16,000) Other long-term debt (115) (194) Redemption of preferred stock - (7,500) Changes in short-term borrowings - net - 13,049 Dividends paid: Common stock (24,300) (51,500) Preferred stock (6,507) (6,744) -------- -------- Net cash flow used in financing activities (68,927) (68,889) -------- -------- Net increase in cash and cash equivalents 18,377 10,619 Cash and cash equivalents at beginning of period 49,749 23,746 -------- -------- Cash and cash equivalents at end of period $68,126 $34,365 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $60,913 $68,469 Income taxes $25,657 $17,805 Noncash investing and financing activities: Change in unrealized appreciation of decommissioning trust assets $2,991 $633 See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $7,221 $5,148 Temporary cash investments - at cost, which approximates market 60,905 44,601 ---------- ---------- Total cash and cash equivalents 68,126 49,749 Accounts receivable: Customer (less allowance for doubtful accounts of $1.2 million in 1998 and 1997) 73,624 69,566 Associated companies 17,775 15,035 Other 8,504 7,441 Accrued unbilled revenues 76,013 61,874 Deferred fuel costs 2,223 - Accumulated deferred income taxes 11,472 10,994 Materials and supplies - at average cost 83,372 82,850 Deferred nuclear refueling outage costs 16,306 27,176 Prepayments and other 18,301 10,793 ---------- ---------- Total 375,716 335,478 ---------- ---------- Other Property and Investments: Nonutility property 22,525 22,525 Decommissioning trust fund 74,095 65,104 Investment in subsidiary companies - at equity 14,230 14,230 ---------- ---------- Total 110,850 101,859 ---------- ---------- Utility Plant: Electric 5,073,099 5,058,130 Property under capital leases 233,513 233,513 Construction work in progress 70,441 52,632 Nuclear fuel under capital lease 39,872 57,811 Nuclear fuel 1,560 1,560 ---------- ---------- Total 5,418,485 5,403,646 Less - accumulated depreciation and amortization 2,096,117 2,021,392 ---------- ---------- Utility plant - net 3,322,368 3,382,254 ---------- ---------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 269,047 278,234 Unamortized loss on reacquired debt 32,707 33,468 Other regulatory assets 29,009 29,991 Other 15,590 14,116 ---------- ---------- Total 346,353 355,809 ---------- ---------- TOTAL $4,155,287 $4,175,400 ========== ========== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $198 $35,300 Accounts payable: Associated companies 46,445 43,508 Other 84,620 95,886 Customer deposits 55,654 55,331 Taxes accrued 64,949 25,243 Interest accrued 33,534 34,571 Dividends declared 3,253 3,253 Deferred fuel costs - 3,268 Obligations under capital leases 16,932 29,232 Other 5,194 8,578 ---------- ---------- Total 310,779 334,170 ---------- ---------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 810,300 813,748 Accumulated deferred investment tax credits 131,482 134,276 Obligations under capital leases 22,940 28,579 Deferred interest - Waterford 3 lease obligation 19,408 17,799 Other 100,084 119,519 ---------- ---------- Total 1,084,214 1,113,921 ---------- ---------- Long-term debt 1,338,793 1,338,464 Preferred stock with sinking fund 85,000 85,000 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 70,000 70,000 Shareholders' Equity: Preferred stock without sinking fund 100,500 100,500 Common stock, no par value, authorized 250,000,000 shares; issued and outstanding 165,173,180 shares 1,088,900 1,088,900 Capital stock expense and other (2,321) (2,321) Retained earnings 79,422 46,766 ---------- ---------- Total 1,266,501 1,233,845 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,155,287 $4,175,400 ========== ========== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 126.9 $ 119.5 $ 7.4 6 Commercial 83.7 85.1 (1.4) (2) Industrial 136.4 169.7 (33.3) (20) Governmental 7.4 8.1 (0.7) (9) ----------------------------- Total retail 354.4 382.4 (28.0) (7) Sales for resale: Associated companies 9.3 0.5 8.8 1760 Non-associated companies 15.8 13.2 2.6 20 Other (1) 44.6 16.1 28.5 177 ----------------------------- Total $ 424.1 $ 412.2 $ 11.9 3 ============================= Billed Electric Energy Sales (Millions of kWh): Residential 1,906 1,581 325 21 Commercial 1,275 1,127 148 13 Industrial 3,675 4,268 (593) (14) Governmental 114 110 4 4 ----------------------------- Total retail 6,970 7,086 (116) (2) Sales for resale: Associated companies 207 19 188 989 Non-associated companies 259 220 39 18 ----------------------------- Total 7,436 7,325 111 2 ============================= Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 241.0 $ 252.8 ($ 11.8) (5) Commercial 162.4 174.6 (12.2) (7) Industrial 286.0 357.8 (71.8) (20) Governmental 15.8 17.1 (1.3) (8) ----------------------------- Total retail 705.2 802.3 (97.1) (12) Sales for resale: Associated companies 10.2 0.8 9.4 1175 Non-associated companies 26.9 25.1 1.8 7 Other (1) 37.8 18.0 19.8 110 ----------------------------- Total $ 780.1 $ 846.2 ($66.1) (8) ============================= Billed Electric Energy Sales (Millions of kWh): Residential 3,562 3,304 258 8 Commercial 2,364 2,230 134 6 Industrial 7,315 8,593 (1,278) (15) Governmental 238 229 9 4 ----------------------------- Total retail 13,479 14,356 (877) (6) Sales for resale: Associated companies 235 26 209 804 Non-associated companies 412 360 52 14 ----------------------------- Total 14,126 14,742 (616) (4) ============================= (1) Includes the effect of the provision for rate refunds.
ENTERGY MISSISSIPPI, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three and six months ended June 30, 1998 primarily as a result of an increase in electric operating revenues, partially offset by an increase in operating expenses and higher income taxes. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($3.3) ($5.5) Grand Gulf rate rider 9.6 11.0 Fuel cost recovery 10.1 5.9 Sales volume/weather 9.1 10.3 Other revenue (including unbilled) 13.6 16.8 Sales for resale 16.9 22.2 ----- ----- Total $56.0 $60.7 ===== ===== Electric operating revenues increased for the three and six months ended June 30, 1998 primarily due to increases in sales for resale, other revenue (primarily unbilled revenue), fuel cost recovery revenues, Grand Gulf rate rider revenue, and higher sales volume. Sales for resale increased as a result of an increase in sales to associated companies primarily due to changes in generation requirements and availability among the domestic utility companies. The increase in unbilled revenue is primarily a result of increased sales volume and, for the six months ended June 30, 1998, the prior year's unfavorable price variance in fuel revenues that is not occurring in the current year due to the fixed fuel factor. Fuel cost recovery revenues, which do not affect net income, increased due to an MPSC order, effective May 1, 1997, that changed fuel recovery pricing to a fixed fuel factor, subject to annual review. The increases in the Grand Gulf rate rider revenue, which does not affect net income, and in sales volume are primarily due to significantly warmer weather in the second quarter of 1998. Expenses Operating expenses increased for the three and six months ended June 30, 1998 primarily due to an increase in fuel expenses and a decrease in other regulatory credits, partially offset by decreases in purchased power expenses and other operation and maintenance expenses. The increase in fuel expenses is due to increased generation requirements and, for the six months ended June 30, 1998, the shift from higher priced purchased power to lower priced fossil fuel. The decrease in other regulatory credits is a result of the reduction in the under-recovery of Grand Gulf 1 related costs. Other operation and maintenance expenses decreased primarily as a result of higher contract work in the six months ended June 30, 1997 as compared to the same period in 1998. ENTERGY MISSISSIPPI, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Other The effective income tax rate of 35.9% for the three months ended June 30, 1998 remained relatively unchanged from the rate of 34.7% for the three months ended June 30, 1997. For the six months ended June 30, 1998 and 1997 the effective income tax rates were 34.1% and 31.7%, respectively. The increase in 1998 is primarily due to the impact of excess deferred taxes on rate deferrals and the amortization of investment tax credits.
ENTERGY MISSISSIPPI, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues $268,908 $212,892 $473,925 $413,220 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 59,089 26,526 110,401 66,549 Purchased power 72,032 76,215 138,626 146,574 Other operation and maintenance 32,407 33,457 60,230 63,477 Depreciation and amortization 11,079 10,682 22,394 21,381 Taxes other than income taxes 11,043 11,077 22,198 21,413 Other regulatory credits (7,451) (21,172) (22,029) (40,686) Amortization of rate deferrals 34,989 35,712 69,979 71,423 -------- -------- -------- -------- Total 213,188 172,497 401,799 350,131 -------- -------- -------- -------- Operating Income 55,720 40,395 72,126 63,089 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction (20) 286 - 572 Miscellaneous - net 1,004 563 2,031 251 -------- -------- -------- -------- Total 984 849 2,031 823 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 9,885 10,790 19,461 21,413 Other interest - net 865 987 2,160 2,323 Allowance for borrowed funds used during construction (93) (231) (133) (462) -------- -------- -------- -------- Total 10,657 11,546 21,488 23,274 -------- -------- -------- -------- Income Before Income Taxes 46,047 29,698 52,669 40,638 Income Taxes 16,535 10,299 17,963 12,887 -------- -------- -------- -------- Net Income 29,512 19,399 34,706 27,751 Preferred Stock Dividend Requirements and Other 841 1,014 1,684 2,129 -------- -------- -------- -------- Earnings Applicable to Common Stock $28,671 $18,385 $33,022 $25,622 ======== ======== ======== ======== See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income $34,706 $27,751 Noncash items included in net income: Amortization of rate deferrals 69,979 71,423 Other regulatory credits (22,029) (40,686) Depreciation and amortization 22,394 21,381 Deferred income taxes and investment tax credits (15,721) (13,203) Allowance for equity funds used during construction - (572) Changes in working capital: Receivables (29,624) 6,893 Fuel inventory (532) 2,112 Accounts payable 15,398 (2,733) Taxes accrued 20,395 18,235 Interest accrued (244) (2,204) Other working capital accounts (15,021) (2,896) Other (6,355) 2,122 ------- ------- Net cash flow provided by operating activities 73,346 87,623 ------- ------- Investing Activities: Construction expenditures (18,641) (25,426) Allowance for equity funds used during construction - 572 ------- ------- Net cash flow used in investing activities (18,641) (24,854) ------- ------- Financing Activities: Proceeds from the issuance of general and refunding mortgage bonds 78,703 64,827 Retirement of: General and refunding mortgage bonds (80,000) - Other long-term debt (20) (15) Redemption of preferred stock - (7,000) Changes in short-term borrowings - net (35,521) (50,253) Dividends paid: Common stock (16,900) (19,600) Preferred stock (1,685) (2,142) ------- ------- Net cash flow used in financing activities (55,423) (14,183) ------- ------- Net increase (decrease) in cash and cash equivalents (718) 48,586 Cash and cash equivalents at beginning of period 6,816 9,498 ------- ------- Cash and cash equivalents at end of period $6,098 $58,084 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $21,100 $24,864 Income taxes (refund) $1,054 ($7,039) See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents $6,098 $6,816 Accounts receivable: Customer (less allowance for doubtful accounts of $1 million in 1998 and 1997) 47,255 36,636 Associated companies 7,589 6,842 Other 1,674 4,139 Accrued unbilled revenues 70,716 49,993 Deferred fuel costs 16,584 14,967 Fuel inventory - at average cost 3,918 3,386 Materials and supplies - at average cost 18,409 17,657 Rate deferrals 34,989 104,969 Prepayments and other 17,750 24,896 ---------- ---------- Total 224,982 270,301 ---------- ---------- Other Property and Investments: Investment in subsidiary companies - at equity 5,531 5,531 Other - at cost (less accumulated depreciation) 7,674 7,757 ---------- ---------- Total 13,205 13,288 ---------- ---------- Utility Plant: Electric 1,694,718 1,687,400 Construction work in progress 31,300 22,960 ---------- ---------- Total 1,726,018 1,710,360 Less - accumulated depreciation and amortization 675,618 656,828 ---------- ---------- Utility plant - net 1,050,400 1,053,532 ---------- ---------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 26,168 22,993 Unamortized loss on reacquired debt 8,428 8,404 Other regulatory assets 102,477 64,827 Other 6,376 6,216 ---------- ---------- Total 143,449 102,440 ---------- ---------- TOTAL $1,432,036 $1,439,561 ========== ========== See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $20 $20 Notes payable - associated companies 11,641 47,162 Accounts payable: Associated companies 40,467 36,057 Other 22,264 11,276 Customer deposits 17,120 24,084 Taxes accrued 52,709 32,314 Accumulated deferred income taxes 9,257 44,277 Interest accrued 14,065 14,309 Other 3,104 2,806 ---------- ---------- Total 170,647 212,305 ---------- ---------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 267,938 244,464 Accumulated deferred investment tax credits 23,161 23,915 Other 11,862 15,892 ---------- ---------- Total 302,961 284,271 ---------- ---------- Long-term debt 463,477 464,156 Shareholders' Equity: Preferred stock without sinking fund 50,381 50,381 Common stock, no par value, authorized 15,000,000 shares; issued and outstanding 8,666,357 shares 199,326 199,326 Capital stock expense and other (59) (59) Retained earnings 245,303 229,181 ---------- ---------- Total 494,951 478,829 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $1,432,036 $1,439,561 ========== ========== See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 83.0 $ 68.7 $ 14.3 21 Commercial 69.7 61.9 7.8 13 Industrial 43.5 40.5 3.0 7 Governmental 6.7 6.4 0.3 5 ------------------------------- Total retail 202.9 177.5 25.4 14 Sales for resale: Associated companies 24.8 10.7 14.1 132 Non-associated companies 7.1 4.3 2.8 65 Other 34.1 20.4 13.7 67 ------------------------------- Total $ 268.9 $ 212.9 $ 56.0 26 =============================== Billed Electric Energy Sales (Millions of kWh): Residential 1,005 830 175 21 Commercial 938 834 104 12 Industrial 790 750 40 5 Governmental 83 77 6 8 ------------------------------- Total retail 2,816 2,491 325 13 Sales for resale: Associated companies 693 233 460 197 Non-associated companies 146 81 65 80 ------------------------------- Total 3,655 2,805 850 30 =============================== Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 157.9 $ 143.9 $ 14.0 10 Commercial 132.5 126.4 6.1 5 Industrial 84.9 83.5 1.4 2 Governmental 13.2 13.1 0.1 1 ------------------------------- Total retail 388.5 366.9 21.6 6 Sales for resale: Associated companies 42.0 21.7 20.3 94 Non-associated companies 11.3 9.4 1.9 20 Other 32.1 15.2 16.9 111 ------------------------------- Total $ 473.9 $ 413.2 $ 60.7 15 =============================== Billed Electric Energy Sales (Millions of kWh): Residential 2,010 1,821 189 10 Commercial 1,774 1,653 121 7 Industrial 1,529 1,473 56 4 Governmental 159 157 2 1 ------------------------------- Total retail 5,472 5,104 368 7 Sales for resale: Associated companies 1,233 430 803 187 Non-associated companies 211 183 28 15 ------------------------------- Total 6,916 5,717 1,199 21 ===============================
ENTERGY NEW ORLEANS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended June 30, 1998 primarily due to an increase in electric and gas operating revenues, partially offset by higher income taxes and operating expenses. Net income decreased slightly for the six months ended June 30, 1998 primarily due to an increase in operating expenses, partially offset by an increase in electric operating revenues. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues and Sales", "Expenses", and "Other" below. Revenues and Sales The changes in electric operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Change in base revenues ($2.8) ($6.3) Fuel cost recovery 9.2 3.6 Sales volume/weather 6.7 5.0 Other revenue (including unbilled) 3.3 3.1 Sales for resale (2.0) (0.1) ----- ---- Total $14.4 $5.3 ===== ==== Electric operating revenues increased for the three and six months ended June 30, 1998 primarily due to increases in fuel cost recovery revenues, sales volume, and other revenue (primarily unbilled revenue), partially offset by a decrease in base revenues. Fuel cost recovery revenues, which do not affect net income, increased for the three months ended June 30, 1998 due to higher fuel prices and increased generation. For the six months ended June 30, 1998, fuel cost recovery revenues increased primarily due to increased generation. The increase in sales volume is primarily due to significantly warmer weather in the second quarter of 1998. The increase in unbilled revenue is primarily due to increased sales volume. Base revenues decreased primarily due to reductions in residential and commercial rates that went into effect in August 1997. Gas operating revenues increased slightly for the three months ended June 30, 1998 primarily due to a higher unit purchase price for gas purchased for resale. Gas operating revenues decreased slightly for the six months ended June 30, 1998 primarily due to $1.5 million of rate reductions that went into effect in August 1997. Expenses Operating expenses increased for the three and six months ended June 30, 1998 primarily due to an increase in purchased power expenses. This increase is partially offset by a decrease in fuel expenses and gas purchased for resale. Purchased power expenses increased primarily due to increased generation as a result of warmer weather in the second quarter of 1998. Fuel expenses decreased for the three and six months ended June 30, 1998 primarily due to increased under-recovery of fuel costs as a result of increased generation requirements in the second quarter 1998. ENTERGY NEW ORLEANS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Other For the three months ended June 30, 1998 and 1997 the effective income tax rates were 41.0% and 47.7%, respectively. The decrease in 1998 is primarily due to the reversal of previously recorded AFUDC amounts included in depreciation. The effective income tax rate of 44.9% for the six months ended June 30, 1998 remained relatively unchanged from the rate of 45.9% for the six months ended June 30, 1997.
ENTERGY NEW ORLEANS, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues: Electric $106,975 $92,588 $187,457 $182,149 Natural gas 18,131 17,215 51,312 52,610 -------- -------- -------- -------- Total 125,106 109,803 238,769 234,759 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 16,793 25,658 55,684 68,440 Purchased power 52,067 36,382 86,828 72,964 Other operation and maintenance 19,943 17,427 37,086 32,682 Depreciation and amortization 5,298 5,398 11,079 10,591 Taxes other than income taxes 9,237 8,606 18,725 17,492 Other regulatory credits (2,451) (2,059) (4,844) (2,404) Amortization of rate deferrals 8,751 8,991 16,852 16,839 -------- -------- -------- -------- Total 109,638 100,403 221,410 216,604 -------- -------- -------- -------- Operating Income 15,468 9,400 17,359 18,155 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction (10) 80 89 160 Miscellaneous - net (643) (11) 122 20 -------- -------- -------- -------- Total (653) 69 211 180 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 3,429 3,436 6,859 7,059 Other interest - net 236 288 477 579 Allowance for borrowed funds used during construction 8 (63) (68) (126) -------- -------- -------- -------- Total 3,673 3,661 7,268 7,512 -------- -------- -------- -------- Income Before Income Taxes 11,142 5,808 10,302 10,823 Income Taxes 4,565 2,770 4,627 4,967 -------- -------- -------- -------- Net Income 6,577 3,038 5,675 5,856 Preferred Stock Dividend Requirements and Other 241 241 482 482 -------- -------- -------- -------- Earnings Applicable to Common Stock $6,336 $2,797 $5,193 $5,374 ======== ======== ======== ======== See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income $5,675 $5,856 Noncash items included in net income: Amortization of rate deferrals 16,852 16,839 Other regulatory credits (4,844) (2,404) Depreciation and amortization 11,079 10,591 Deferred income taxes and investment tax credits (2,491) (4,964) Allowance for equity funds used during construction (89) (160) Changes in working capital: Receivables (7,564) 3,129 Accounts payable (885) 6,217 Taxes accrued 2,825 5,471 Interest accrued (383) (631) Deferred fuel and resale gas costs (8,061) 1,804 Other working capital accounts (3,809) (11,069) Other (1,998) (1,520) ------- ------- Net cash flow provided by operating activities 6,307 29,159 ------- ------- Investing Activities: Construction expenditures (7,688) (3,909) Allowance for equity funds used during construction 89 160 ------- ------- Net cash flow used in investing activities (7,599) (3,749) ------- ------- Financing Activities: Retirement of: First mortgage bonds - (12,000) Dividends paid: Common stock - (14,700) Preferred stock (482) (724) ------- ------- Net cash flow used in financing activities (482) (27,424) ------- ------- Net decrease in cash and cash equivalents (1,774) (2,014) Cash and cash equivalents at beginning of period 11,376 17,510 ------- ------- Cash and cash equivalents at end of period $9,602 $15,496 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $7,500 $7,969 Income taxes - net $4,802 $4,928 See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $1,935 $4,321 Temporary cash investments - at cost, which approximates market: Associated companies 2,104 1,918 Other 5,563 5,137 -------- -------- Total cash and cash equivalents 9,602 11,376 Accounts receivable: Customer (less allowance for doubtful accounts of $0.7 million in 1998 and 1997) 29,918 26,913 Associated companies 1,272 1,081 Other 3,341 4,155 Accrued unbilled revenues 21,265 16,083 Deferred electric fuel and resale gas costs 17,445 9,384 Materials and supplies - at average cost 9,193 9,389 Rate deferrals 31,270 35,336 Prepayments and other 7,542 6,087 -------- -------- Total 130,848 119,804 -------- -------- Other Property and Investments: Investment in subsidiary companies - at equity 3,259 3,259 -------- -------- Utility Plant: Electric 508,012 508,338 Natural gas 127,632 122,308 Construction work in progress 24,102 19,184 -------- -------- Total 659,746 649,830 Less - accumulated depreciation and amortization 368,304 355,854 -------- -------- Utility plant - net 291,442 293,976 -------- -------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 51,406 64,192 SFAS 109 regulatory asset - net 1,496 1,202 Unamortized loss on reacquired debt 1,341 1,435 Other regulatory assets 16,675 13,392 Other 866 890 -------- -------- Total 71,784 81,111 -------- -------- TOTAL $497,333 $498,150 ======== ======== See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) Current Liabilities: Accounts payable: Associated companies $20,942 $15,922 Other 11,600 17,505 Customer deposits 17,387 16,982 Taxes accrued 8,095 5,270 Accumulated deferred income taxes 13,554 11,544 Interest accrued 4,666 5,049 Provision for rate refund - 3,108 Other 2,384 2,231 -------- -------- Total 78,628 77,611 -------- -------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 56,969 61,000 Accumulated deferred investment tax credits 7,145 7,396 Accumulated provision for property insurance 15,487 15,487 Other 13,550 16,327 -------- -------- Total 93,151 100,210 -------- -------- Long-term debt 168,985 168,953 Shareholders' Equity: Preferred stock without sinking fund 19,780 19,780 Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares 33,744 33,744 Additional paid-in capital 36,294 36,294 Retained earnings subsequent to the elimination of the accumulated deficit on November 30, 1988 66,751 61,558 -------- -------- Total 156,569 151,376 -------- -------- Commitments and Contingencies (Notes 1 and 2) TOTAL $497,333 $498,150 ======== ======== See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 36.0 $ 27.2 $ 8.8 32 Commercial 35.4 32.6 2.8 9 Industrial 6.4 5.7 0.7 12 Governmental 14.3 12.9 1.4 11 ------------------------------- Total retail 92.1 78.4 13.7 17 Sales for resale: Associated companies 1.8 5.1 (3.3) (65) Non-associated companies 3.2 1.9 1.3 68 Other (1) 9.9 7.2 2.7 38 ------------------------------- Total $107.0 $ 92.6 $ 14.4 16 =============================== Billed Electric Energy Sales (Millions of kWh): Residential 481 386 95 25 Commercial 521 488 33 7 Industrial 133 125 8 6 Governmental 250 239 11 5 ------------------------------- Total retail 1,385 1,238 147 12 Sales for resale: Associated companies 57 178 (121) (68) Non-associated companies 57 38 19 50 ------------------------------- Total 1,499 1,454 45 3 =============================== Six Months Ended Increase/ Description 1998 1997 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 60.9 $ 55.9 $ 5.0 9 Commercial 66.7 68.9 (2.2) (3) Industrial 12.3 11.9 0.4 3 Governmental 27.0 26.5 0.5 2 ------------------------------- Total retail 166.9 163.2 3.7 2 Sales for resale: Associated companies 5.2 7.0 (1.8) (26) Non-associated companies 5.3 3.6 1.7 47 Other (1) 10.0 8.3 1.7 20 ------------------------------- Total $187.4 $ 182.1 $ 5.3 3 =============================== Billed Electric Energy Sales (Millions of kWh): Residential 836 760 76 10 Commercial 980 966 14 1 Industrial 251 239 12 5 Governmental 469 460 9 2 ------------------------------- Total retail 2,536 2,425 111 5 Sales for resale: Associated companies 180 225 (45) (20) Non-associated companies 95 61 34 56 ------------------------------- Total 2,811 2,711 100 4 =============================== (1) Includes the effect of the provision for rate refunds.
SYSTEM ENERGY RESOURCES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income for the three and six months ended June 30, 1998 remained relatively unchanged as compared to the same periods in 1997. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues", "Expenses", 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. See Note 2 to the Form 10- K for a discussion of System Energy's proposed rate increase, which is subject to refund. Expenses Operating expenses decreased for the three and six months ended June 30, 1998 primarily due to lower fuel expenses, other operation and maintenance expenses, and depreciation, amortization, and decommissioning expenses. Fuel expenses decreased because of a scheduled nuclear refueling outage in April and May of this year. The decrease in other operation and maintenance expenses was due primarily to the impact of various materials and supplies refunds and adjustments and an insurance refund. Depreciation, amortization, and decommissioning expenses were lower as a result of the recognition of additional depreciation in the three and six months ended June 30, 1997 associated with the sale and leaseback in 1989 of a portion of Grand Gulf 1. Other Interest on long-term debt decreased for the three and six months ended June 30, 1998 as a result of the redemption of a series of First Mortgage Bonds in April 1998. For the three and six months ended June 30, 1998 and 1997 the effective income tax rates were relatively unchanged. The effective income tax rates for the three months ended June 30, 1998 and 1997 were 45.2% and 44.1%, respectively. The effective income tax rates for the six months ended June 30, 1998 and 1997 were 45.2% and 44.2%, respectively.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues $144,336 $161,021 $292,942 $316,682 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 6,183 12,441 17,030 24,458 Nuclear refueling outage expenses 4,177 3,907 8,776 7,624 Other operation and maintenance 22,491 28,407 43,772 48,797 Depreciation, amortization, and decommissioning 32,432 35,917 65,590 74,713 Taxes other than income taxes 6,876 6,781 13,638 13,206 -------- -------- -------- -------- Total 72,159 87,453 148,806 168,798 -------- -------- -------- -------- Operating Income 72,177 73,568 144,136 147,884 -------- -------- -------- -------- Other Income: Allowance for equity funds used during construction 528 280 1,081 561 Miscellaneous - net 2,507 1,919 5,612 3,241 -------- -------- -------- -------- Total 3,035 2,199 6,693 3,802 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 28,875 31,103 58,451 61,861 Other interest - net 1,614 1,830 3,267 3,611 Allowance for borrowed funds used during construction (470) (279) (946) (557) -------- -------- -------- -------- Total 30,019 32,654 60,772 64,915 -------- -------- -------- -------- Income Before Income Taxes 45,193 43,113 90,057 86,771 Income Taxes 20,414 19,020 40,691 38,333 -------- -------- -------- -------- Net Income $24,779 $24,093 $49,366 $48,438 ======== ======== ======== ======== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net income $49,366 $48,438 Noncash items included in net income: Depreciation, amortization, and decommissioning 65,590 74,713 Deferred income taxes and investment tax credits (16,796) (23,444) Allowance for equity funds used during construction (1,081) (561) Changes in working capital: Receivables 195 (7,290) Accounts payable (9,691) 5,297 Taxes accrued (7,374) 8,374 Interest accrued (7,560) 3,212 Other working capital accounts (9,377) 6,353 Decommissioning trust contributions and realized change in trust assets (11,529) (11,190) FERC Settlement - refund obligation (2,491) (2,199) Provision for estimated losses and reserves 37,147 20,699 Other 6,772 9,183 -------- -------- Net cash flow provided by operating activities 93,171 131,585 -------- -------- Investing Activities: Construction expenditures (19,472) (8,466) Allowance for equity funds used during construction 1,081 561 Nuclear fuel purchases (30,476) (39) Proceeds from sale/leaseback of nuclear fuel 30,476 39 -------- -------- Net cash flow used in investing activities (18,391) (7,905) -------- -------- Financing Activities: Retirement of first mortgage bonds (60,000) - Common stock dividends paid (47,800) (58,700) -------- -------- Net cash flow used in financing activities (107,800) (58,700) -------- -------- Net increase (decrease) in cash and cash equivalents (33,020) 64,980 Cash and cash equivalents at beginning of period 206,410 92,315 -------- -------- Cash and cash equivalents at end of period $173,390 $157,295 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $61,012 $57,634 Income taxes $54,956 $42,853 Noncash investing and financing activities: Change in unrealized appreciation (depreciation) of decommissioning trust assets $1,661 ($1,041) See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $401 $792 Temporary cash investments - at cost, which approximates market: Associated companies 47,472 55,891 Other 125,517 149,727 ---------- ---------- Total cash and cash equivalents 173,390 206,410 Accounts receivable: Associated companies 78,769 79,262 Other 4,438 4,140 Materials and supplies - at average cost 61,512 63,782 Deferred nuclear refueling outage costs 18,317 7,777 Prepayments and other 4,930 3,658 ---------- ---------- Total 341,356 365,029 ---------- ---------- Other Property and Investments: Decommissioning trust fund 99,102 85,912 ---------- ---------- Utility Plant: Electric 3,025,241 3,025,389 Electric plant under leases 440,970 440,970 Construction work in progress 55,888 36,445 Nuclear fuel under capital lease 82,807 64,190 ---------- ---------- Total 3,604,906 3,566,994 Less - accumulated depreciation and amortization 1,144,753 1,086,820 ---------- ---------- Utility plant - net 2,460,153 2,480,174 ---------- ---------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 231,353 243,027 Unamortized loss on reacquired debt 48,186 51,386 Other regulatory assets 193,666 192,290 Other 13,572 14,213 ---------- ---------- Total 486,777 500,916 ---------- ---------- TOTAL $3,387,388 $3,432,031 ========== ========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDER'S EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $70,000 $70,000 Accounts payable: Associated companies 25,941 29,131 Other 12,621 19,122 Taxes accrued 68,301 75,675 Interest accrued 34,762 42,322 Obligations under capital leases 36,156 41,977 Other 1,506 1,341 ---------- ---------- Total 249,287 279,568 ---------- ---------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 533,363 562,051 Accumulated deferred investment tax credits 98,433 100,171 Obligations under capital leases 46,651 22,213 FERC Settlement - refund obligation 45,809 48,300 Other 288,074 227,847 ---------- ---------- Total 1,012,330 960,582 ---------- ---------- Long-term debt 1,274,272 1,341,948 Common Shareholder's Equity: Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares 789,350 789,350 Retained earnings 62,149 60,583 ---------- ---------- Total 851,499 849,933 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $3,387,388 $3,432,031 ========== ========== See Notes to Financial Statements.
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The following discussion compares the results of operations for the three and six months ended June 30, 1998 with the results of operations for the same periods in 1997. The six months ended June 30, 1997 includes five months of results of operations for London Electricity due to its acquisition effective February 1, 1997. Net Income Net income increased for the three and six months ended June 30, 1998 primarily due to increases in operating revenues, partially offset by increases in operating expenses and interest charges for the six month periods. Significant factors affecting the results of operations and causing variances between the three and six months ended June 30, 1998 and 1997 are discussed under "Revenues", "Expenses", and "Other" below. Revenues The changes in operating revenues for the three and six months ended June 30, 1998 are as follows: Three Months Ended Six Months Ended Description Increase/(Decrease) Increase/(Decrease) (In Millions) Electricity distribution $4 $51 Electricity supply 8 174 Other 16 33 Intra-business (3) (58) --- ---- Total $25 $200 === ==== Two principal factors determine the amount of revenues produced by the main electricity distribution and supply businesses: the unit prices of the electricity distributed and supplied (which are controlled by the Distribution Price Control Formula and Supply Price Control Formula, respectively, which determine the maximum average price per unit (kilowatt hour) of electricity that may be charged) and the number of electricity units distributed and supplied which depends on the demand of London Electricity's customers for electricity within its Franchise Area. Demand varies based upon weather conditions and economic activity. London Electricity is expected to have the exclusive right to supply all franchise supply customers in its Franchise Area until late 1998. Revenues from the distribution business increased for both the three and six months ended June 30, 1998. For the three month period, the increase was due to an increase in the units distributed. The increase for the six month period was principally due to an increase in units distributed as a result of there being six months of London Electricity operations compared to only five months during the same period in 1997. Partially offsetting these factors were 3% distribution price reductions effective April 1, 1997 and April 1, 1998. Franchise supply customers, who are generally residential and small commercial customers, comprised 58% and 60% of total supply sales volume for the three and six months ended June 30, 1998, respectively. The volume of unit sales of electricity for franchise supply customers is influenced largely by the number of customers in London Electricity's Franchise Area, weather conditions and prevailing economic conditions. Unit sales to non-franchise supply customers, who are typically large commercial and industrial businesses, constituted 42% and 40% of total sales volume for the three and six months ended June 30, 1998, respectively. Sales to non-franchise supply customers are determined primarily by the success of the supply business in contracting to supply ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS customers with electricity both inside and outside of London Electricity's Franchise Area. Such sales have declined as a percentage of the total supply sales mix from 46% and 45% for the comparable periods of 1997. During the three months ended June 30, 1998, the number of electricity units supplied decreased by 5% compared to the same period in 1997 while total revenues produced by the supply business increased by 2%. Sales volume increased by 3% for franchise customers but decreased by 14% for non-franchise customers for the three months ended June 30, 1998. The decrease in sales volume for non-franchise customers was due to a focus on higher profit margin customers. During the six months ended June 30, 1998, the number of electricity units supplied increased by 17% due to the additional month included in 1998 results. Volume increased for both franchise supply customers (27%) and non-franchise supply customers (5%) for the six months of 1998 compared with 1997. Other revenues increased for the three and six month periods ended June 30, 1998. The increase for the three month period was attributable primarily to increased marketing of natural gas to retail customers. The additional increase in other revenues for the six month period is due to six months of London Electricity operations in 1998 compared to five months during the same period in 1997. Expenses Operating expenses decreased for the three months ended June 30, 1998 primarily due to reversal of a valuation allowance on an investment and the start of amortization of the provision for an unfavorable long- term purchased power contract. The valuation allowance was originally recorded in the quarters ended December 1997 and March 1998. Management subsequently determined that reversal of a portion of such allowance was appropriate based on improved prospects for recovery of this investment. The unfavorable long-term contract provision was established at the time of the acquisition of London Electricity. Amortization of this provision offsets a portion of the purchased power costs related to this contract. The decreases in operating expenses noted above were partially offset by increases in purchased power costs and in depreciation and amortization expense. Operating expenses increased for the six months ended June 30, 1998 due principally to one additional month of operations included in 1998 compared to 1997. Other Interest charges increased for the three and six months ended June 30, 1998, compared to the same periods in 1997, due principally to an increase in the average level of debt and preferred securities outstanding during 1998 compared to 1997. The increase in average debt levels was due principally to the acquisition of London Electricity effective February 1, 1997 which was not fully funded until May 1997. Such increase was partially offset by the November 1997 decrease in debt due to the transfer of a $114 million facility to Entergy London's parent in exchange for additional equity. Also, interest expense increased for the six months ended June 30, 1998 due to one additional month of operations included in 1998 compared to 1997. Other income decreased for the three months ended June 30, 1998 due principally to a decrease in gains on disposition of property. The effective income tax rate for the three months ended June 30, 1998 and 1997 were 31.1% and 30.5%, respectively. The rates for the six months ended June 30, 1998 and 1997 were 31.0% and 33.1%, respectively. The decrease in 1998 for the six months period is principally due to the reduction in the UK corporation tax rate from 33% to 31%, effective as of April 1, 1997.
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) Three Months Ended Six Months Ended 1998 1997 1998 1997 (In Thousands) (In Thousands) Operating Revenues $479,003 $453,968 $1,029,791 $829,924 -------- -------- ---------- -------- Operating Expenses: Purchased power 296,339 289,700 663,235 552,998 Depreciation and amortization 35,274 32,936 69,020 53,697 Other operation and maintenance costs 73,180 85,603 167,365 138,391 -------- -------- ---------- -------- Total 404,793 408,239 899,620 745,086 -------- -------- ---------- -------- Operating Income 74,210 45,729 130,171 84,838 -------- -------- ---------- -------- Other Income: Interest and dividend income 2,727 3,362 4,151 3,684 Gain on disposition of property 2,681 6,579 5,088 11,029 Miscellaneous - net 3,409 5,643 8,318 2,802 -------- -------- ---------- -------- Total 8,817 15,584 17,557 17,515 -------- -------- ---------- -------- Interest Charges: Distributions on preferred securities of subsidiary 6,469 - 12,938 - Other interest - net 43,099 44,612 84,204 65,051 -------- -------- ---------- -------- Total 49,568 44,612 97,142 65,051 -------- -------- ---------- -------- Income Before Income Taxes 33,459 16,701 50,586 37,302 Income Taxes 10,410 5,102 15,660 12,344 -------- -------- ---------- -------- Net Income 23,049 11,599 34,926 24,958 Other comprehensive income: Foreign currency translation adjustments (2,031) 5,798 10,224 8,166 -------- -------- ---------- -------- Comprehensive Income $21,018 $17,397 $45,150 $33,124 ======== ======== ========== ======== See Notes to Financial Statements.
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 (In Thousands) Operating Activities: Net Income $34,926 $24,958 Noncash items included in net income: Depreciation and amortization 69,020 53,697 Deferred income taxes 7,216 63,249 Imputed interest on parent company debt 55,702 - Changes in assets and liabilities: Inventory (1,441) 1,340 Accounts receivable and unbilled revenue 125,659 21,602 Other receivables 16,953 10,429 Prepayments and other (1,109) (3,760) Long-term receivables and other (8,903) (2,652) Accounts payable (76,281) 1,656 Income taxes accrued 4,932 (70,403) Interest accrued 228 10,529 Deferred revenue and other current liabilities 4,388 15,056 Other liabilities (64,637) 2,438 Other (1,402) 16,531 -------- -------- Net cash flow provided by operating activities 165,251 144,670 -------- -------- Investing Activities: Construction expenditures (89,649) (59,609) Acquisition of London Electricity, net of cash acquired - (1,980,631) Other investments (4,406) 21,654 -------- -------- Net cash flow used in investing activities (94,055) (2,018,586) -------- -------- Financing Activities: Proceeds from the issuance of: Bank notes and other long-term debt - 1,691,201 Common Stock - 391,953 Retirement of long-term debt (13,330) - Common stock dividends paid (53,184) - Changes in short-term borrowings - net 15,264 (153,154) -------- -------- Net cash flow provided by (used in) financing activities (51,250) 1,930,000 -------- -------- Effect of exchange rates on cash and cash equivalents 1,366 1,263 -------- -------- Net increase in cash and cash equivalents 21,312 57,347 Cash and cash equivalents at beginning of period 44,388 - -------- -------- Cash and cash equivalents at end of period $65,700 $57,347 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $75,193 $27,391 Income taxes - net $8,251 $9,893 See Notes to Financial Statements.
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Cash $6,396 $ - Temporary cash investments - at cost, which approximates market 59,304 44,388 ---------- ---------- Total cash and cash equivalents 65,700 44,388 Notes receivable 4,964 7,364 Accounts receivable: Customer (less allowance for doubtful accounts of $21.1 million in 1998 and $19.3 million in 1997) 140,195 139,265 Other 38,471 52,374 Accrued unbilled revenue 140,480 262,818 Accumulated deferred income taxes 47,113 12,401 Inventory 15,298 13,650 Prepayments and other 14,935 13,623 ---------- ---------- Total 467,156 545,883 ---------- ---------- Property, Plant, and Equipment: Property, plant and equipment 2,472,070 2,353,181 Less - accumulated depreciation 139,870 90,021 ---------- ---------- Property, plant, and equipment - net 2,332,200 2,263,160 ---------- ---------- Other Property, Investments, and Assets: Investments, long-term 16,028 11,413 Distribution license (net of accumulated amortization of $48.8 million in 1998 and $25.6 million in 1997) 1,330,902 1,327,312 Long-term receivables 17,413 17,172 Prepaid pension asset 252,985 241,216 Other 10,839 10,079 ---------- ---------- Total 1,628,167 1,607,192 ---------- ---------- TOTAL $4,427,523 $4,416,235 ========== ========== See Notes to Financial Statements.
ENTERGY LONDON INVESTMENTS PLC AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 1998 and December 31, 1997 (Unaudited) 1998 1997 LIABILITIES AND SHAREHOLDER'S EQUITY (In Thousands) Current Liabilities: Currently maturing long-term debt $21,894 $33,814 Notes payable 259,608 240,794 Accounts payable 277,606 349,821 Customer deposits 27,552 24,946 Taxes accrued 127,666 120,981 Interest accrued 14,631 14,201 Other 732 805 ---------- ---------- Total 729,689 785,362 ---------- ---------- Other Liabilities: Accumulated deferred income taxes 1,051,684 995,865 Other 240,893 299,775 ---------- ---------- Total 1,292,577 1,295,640 ---------- ---------- Long-term debt 1,691,757 1,669,401 Company-obligated redeemable preferred securities of subsidiary partnership holding solely junior subordinated deferrable debentures 300,000 300,000 Shareholders' Equity: Common stock, BPS1 par value, 901,000,000 shares authorized, 877,359,785 shares issued and outstanding (less Entergy UK Limited debt adjustment of $1,351.5 million) 114,000 114,000 Additional paid-in capital 391,981 391,981 Accumulated deficit (94,946) (132,390) Cumulative foreign currency translation 2,465 (7,759) ---------- ---------- Total 413,500 365,832 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,427,523 $4,416,235 ========== ========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. COMMITMENTS AND CONTINGENCIES Cajun - Coal Contracts (Entergy Corporation and Entergy Gulf States) See "Cajun - Coal Contracts" in Note 9 of the Form 10-K for information relating to the declaratory judgment action filed by Entergy Gulf States against the coal suppliers to Big Cajun 2, a coal-fired power station located in Point Coupee Parish, Louisiana, of which Entergy Gulf States owns a 42% undivided interest in Unit 3. Entergy Gulf States filed a similar petition for a declaratory judgment against the rail and barge companies that transport the coal from Wyoming to Big Cajun 2. A motion for summary judgment in that proceeding was filed by Entergy Gulf States and denied by the Cajun bankruptcy judge. Concurrently with this denial, the bankruptcy judge filed a report with the district court, recommending that the appeal by the coal suppliers be remanded for reconsideration by the bankruptcy judge in light of his decision in the coal transporters' action. The district court remanded the declaratory judgment proceeding against the coal suppliers back to the bankruptcy court, and a trial was held on the issue of liability of Entergy Gulf States to both the coal suppliers and transporters. No assurance can be given regarding the timing or outcome of this proceeding. Collectively, the coal suppliers and transporters have asserted claims in the Cajun bankruptcy case that exceed $1.6 billion. Entergy Gulf States believes these claims to be significantly exaggerated. The coal suppliers and transporters allege that Entergy Gulf States, as a joint venturer with Cajun in Big Cajun 2, should be responsible under Louisiana law for 50% of their alleged claims against Cajun, despite Entergy Gulf States only owning 14% of the entire power station. Entergy Gulf States believes this position is totally without merit and that it has no liability to either the coal suppliers or transporters. Entergy Gulf States' position is that it was not engaged in a joint venture with Cajun but rather that Cajun was the operator of Unit 3 in which Entergy Gulf States owns an undivided interest. Whether liability will ultimately be asserted against Entergy Gulf States by the coal suppliers and transporters depends upon which plan of reorganization is confirmed in the Cajun bankruptcy case. Three competing plans of reorganization have been filed in the bankruptcy case, two of which contain settlements with the coal suppliers and transporters that would satisfy their claims. The district judge disqualified the third plan of reorganization, which does not contain a settlement with the coal suppliers and transporters, in June 1998. The proponent of that plan appealed the decision of the district judge, including the judge's decision to deny a stay of the proceeding pending appeal. The United States Court of Appeals for the Fifth Circuit has ordered a stay of the order of the district court and the plan confirmation proceedings, and heard oral argument on the appeal on August 4, 1998. No assurance can be given regarding the timing or outcome of this appeal. Capital Requirements and Financing (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy London, and System Energy) See Note 9 in the Form 10-K for information on the domestic utility companies', System Energy's, and Entergy London's construction expenditures (excluding nuclear fuel) for the years 1998, 1999, and 2000 and long-term debt and preferred stock maturities and cash sinking fund requirements for the period 1998-2000. Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy) See Note 9 in the Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, the disposal of spent nuclear fuel, other high-level radioactive waste, and decommissioning costs associated with ANO 1, ANO 2, River Bend, Waterford 3, and Grand Gulf 1. The owner/licensees of each of Entergy's five nuclear units previously participated in a private insurance program that provides coverage for certain worker tort claims filed for bodily injury caused by radiation exposure. The program continues to provide for a maximum aggregate assessment of approximately $16 million for the five nuclear units in the event that losses exceed accumulated reserve funds. ANO Matters (Entergy Corporation and Entergy Arkansas) See Note 9 in the Form 10-K for information on cracks in a number of steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. Further repairs were conducted at subsequent refueling and mid-cycle outages, including the most recent mid-cycle outage in March 1998. In March 1998, Entergy Arkansas filed a Petition for Declaratory Order and Approval of New Depreciation Rates with the APSC, requesting approval of the steam generator replacement project and appropriate revised depreciation rates. Environmental Issues (Entergy Gulf States) Entergy Gulf States has been designated as a potentially responsible party (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 certain of these sites. As of June 30, 1998, a remaining recorded liability of $20 million existed relating to the clean up of the remaining sites at which Entergy Gulf States has been designated a PRP. See "Environmental Regulation" in Item 1 of Part I of the Form 10-K for additional discussion of the sites where Entergy Gulf States has been designated as a PRP by the EPA and related litigation. (Entergy Louisiana) During 1993, the Louisiana Department of Environmental Quality (LDEQ) issued new rules for solid waste regulation, including regulation of wastewater impoundments. Entergy Louisiana has determined that certain of its power plant wastewater impoundments were affected by these regulations and chose to upgrade or close them. Cumulative expenditures relating to the upgrades and closures of wastewater impoundments were $7.1 million as of June 30, 1998. A remaining recorded liability in the amount of $6.7 million existed at June 30, 1998, for wastewater upgrades and closures. Completion of this work is pending LDEQ approval. Waterford 3 Lease Obligations (Entergy Louisiana) On September 28, 1989, Entergy Louisiana entered into three transactions for the sale and leaseback of undivided interests (aggregating approximately 9.3%) in Waterford 3, which were refinanced in 1997. Upon the occurrence of certain events, Entergy Louisiana may be obligated to pay amounts sufficient to permit the Owner Participants to withdraw from the lease transactions, and Entergy Louisiana may be required to assume the outstanding bonds issued by the Owner Trustee to finance, in part, its acquisition of the undivided interests in Waterford 3. See Note 10 to the Form 10-K for further information. Reimbursement Agreement (System Energy) Under a bank letter of credit and reimbursement agreement, System Energy has agreed to a number of covenants relating to the maintenance of certain capitalization and fixed charge coverage ratios. System Energy agreed, during the term of the agreement, to maintain its equity at not less than 33% of its adjusted capitalization (defined in the agreement to include certain amounts not included in capitalization for financial statement purposes). In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the agreement, a ratio of adjusted net income to interest expense (calculated, in each case, as specified in the agreement) of at least 1.60 times earnings. System Energy was in compliance with the above covenants at June 30, 1998. See Note 9 to the Form 10-K for further information. Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans) See Note 9 in the Form 10-K for information relating to lawsuits filed by former employees asserting they were wrongfully terminated and/or discriminated against on the basis of age, race, and/or sex. (Entergy Corporation, Entergy Louisiana, and Entergy New Orleans) Entergy Corporation, Entergy Louisiana and Entergy New Orleans are defendants in numerous lawsuits filed in Louisiana state court on behalf of approximately 147 plaintiffs who claim that they were illegally terminated from their jobs due to discrimination on the basis of age. The plaintiffs requested that the court certify the matter as a class action. In August 1997, the district court certified the case as a class action. The district court decision to certify the class action was reversed by the Louisiana Fifth Circuit Court of Appeal in April 1998. No assurance can be given as to the timing or outcome of these proceedings. (Entergy Corporation and Entergy Arkansas) Entergy Corporation and Entergy Arkansas are defendants in a number of lawsuits filed in federal court on behalf of a total of approximately 62 plaintiffs who claim they were illegally terminated from their jobs due to discrimination on the basis of age or race. The first of these lawsuits, originally involving 29 plaintiffs, was tried before a jury beginning in April 1997. Settlements were reached with two of the plaintiffs prior to the trial. On May 1, 1997, the jury rendered findings as to 22 of the plaintiffs indicating that Entergy had no liability to them for discrimination. These plaintiffs have appealed that decision. The jury did find that Entergy had intentionally discriminated against the remaining five plaintiffs on the basis of age. Entergy concluded settlements with these five plaintiffs during the first quarter of 1998. The remaining lawsuits have predominately either been settled for nominal amounts or decided by summary judgment in favor of Entergy. However, certain plaintiff appeals are still pending. NOTE 2. RATE AND REGULATORY MATTERS River Bend (Entergy Corporation and Entergy Gulf States) See Note 2 to the Form 10-K for information related to previous developments in the original Entergy Gulf States rate proceeding in 1988 seeking recovery of River Bend plant investment and related deferred costs. On March 13, 1998, the PUCT issued an order disallowing recovery of $1.4 billion of company-wide abeyed plant costs and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs (Abeyed Deferrals). On June 30, 1998, the PUCT affirmed its March 1998 decision on Motions for Rehearing, and issued an order to that effect on July 8, 1998. Entergy Gulf States has again appealed the PUCT's decision in the Texas courts. Based on advice of counsel, management believes that it is probable that the matter will be remanded again to the PUCT for further ruling on the prudence of the abeyed plant costs, and it is reasonably possible that some portion of these costs will be included in rate base. Therefore, management believes that the reserves discussed below in "Retail Rate Proceedings, Filings with the PUCT," are adequate to reflect the probable outcome of the abeyed plant costs proceeding. The Texas share of these costs, which is not currently in rates, is approximately $624 million, based on 1988 costs and the jurisdictional allocation included in current rates. As of June 30, 1998, the River Bend plant costs disallowed for retail ratemaking purposes in Texas and the River Bend plant costs held in abeyance totaled (net of taxes and depreciation) approximately $11 million and $246 million, respectively. On April 14, 1998, an ALJ issued a proposal for decision (PFD) in the pending judicial remand of the PUCT's 1988 decision to require Entergy Gulf States to use tax benefits generated by disallowed expenses to reduce rates. The PFD called for recovery of $100.1 million plus carrying costs over a period not to exceed seven years. Entergy Gulf States believes that additional amounts should be allowed to account for tax liabilities that will result from the recovery and for certain other matters. On June 30, 1998, the PUCT adjusted the PFD to call for the recovery of $74 million primarily by reducing the allowed carrying costs from the overall rate of return to the amount allowed for the over and under billing for utility service. These costs were used to offset the retroactive rate refund discussed below. Retail Rate Proceedings Filings with the PUCT (Entergy Corporation and Entergy Gulf States) On June 30, 1998, the PUCT began its deliberations on the Entergy Gulf States' rate case filed in November 1996 based on the merits of the record established in that case, thereby not accepting settlements filed in March and June by Entergy Gulf States and various intervenor groups. On July 22, 1998, the PUCT issued an order reducing Entergy Gulf States' Texas rates by $122 million annually, offset through May 1999 by recovery of accounting order deferrals, resulting in a net reduction of $81 million through that date. The PUCT also ordered a refund of $82 million. This refund is calculated as a retroactive rate reduction and service quality refund to June 1, 1996, offset by the recovery of the accounting order deferrals and actual taxes paid. Entergy Gulf States established reserves of approximately $381 million ($227 million net of taxes) in the fourth quarter of 1997 to reflect the probable outcome of the rate case and abeyed plant cost proceedings based on management's estimates of the effects thereof. Entergy Gulf States recorded additional reserves of $101.3 million ($60.3 million net of taxes) for the retroactive rate actions for the six months ended June 30, 1998 based on management's estimates. The results of operations of Entergy Gulf States for the three and six months ended June 30, 1998 reflected these corresponding charges in operating revenues. The PUCT's July 22, 1998 order, if sustained, will have material adverse consequences on Entergy Gulf States' revenues and net income. Entergy Gulf States will file a motion for reconsideration with the PUCT. Entergy Gulf States plans to seek such further remedies as may be available to it, including appealing the order if the motion for reconsideration fails to alter what Entergy Gulf States believes is an incorrect result based on the evidence before the PUCT. On July 29, 1998, a Texas state district court granted Entergy Gulf States' request for a temporary restraining order until August 12, 1998 to prevent enforcement of the PUCT's July 22, 1998 order. Additionally, Entergy Gulf States has a hearing on August 10, 1998 to determine if a temporary injunction against enforcement of the PUCT's order should also be granted. Included in the rulings discussed above, the PUCT disallowed recovery of approximately $49 million of Entergy's affiliate costs allocated to Entergy Gulf States in Texas. Entergy's affiliate costs result from managing Entergy Gulf States' fossil generating plants and transmission and distribution systems, managing Entergy Gulf States' nuclear plant, as well as providing human resources, accounting, and other necessary services to Entergy Gulf States and Entergy Corporation's other electric utility subsidiaries. The PUCT has also issued proposed rules governing the affiliate transactions of Texas utility companies, including Entergy Gulf States, with their affiliated companies. Entergy Gulf States filed comments on the rules in June 1998. Hearings concerning the proposed rules were conducted by the PUCT in July 1998. The rules, if adopted in their proposed form, could severely restrict the type and extent of services provided to Entergy Gulf States by Entergy Services and Entergy Operations, and will result in higher costs to Entergy Gulf States for equivalent services. It is not certain when or in what form the rules will be adopted. Filings with the LPSC (Entergy Corporation and Entergy Gulf States) On May 30, 1997, Entergy Gulf States filed its fourth post-Merger earnings analysis with the LPSC. In July 1998, the LPSC and Entergy Gulf States agreed to implement an $18 million rate reduction for Entergy Gulf States residential customers in Louisiana. This rate reduction is effective July 29, 1998. Proceedings on remaining issues in the second, third, and fourth post-Merger earnings analyses will continue. (Entergy Corporation and Entergy Louisiana) Entergy Louisiana filed annual formula rate plan filings with the LPSC in April 1996 and May 1997. The LPSC determined in July 1998 that the annual formula rate plan filings for Entergy Louisiana will be extended for an additional three years, through an April 2000 filing for the 1999 test year. Filings with the MPSC (Entergy Corporation and Entergy Mississippi) On March 15, 1998, Entergy Mississippi filed its annual earnings review with the MPSC under its formula rate plan for the 1997 test year. In April 1998, the MPSC issued an order approving a prospective rate reduction of $6.6 million. This rate reduction went into effect May 1, 1998. Filings with the Council (Entergy Corporation and Entergy New Orleans) Hearings on the ratemaking issues in Entergy New Orleans' September 1997 cost of service and revenue requirement filing were held in July 1998. A ruling from the Council is expected in the fall of 1998. Grand Gulf Accelerated Recovery Tariff In April 1998, FERC approved the Grand Gulf Accelerated Recovery Tariff that Entergy Arkansas filed as part of the settlement agreement, which was approved by the APSC in December 1997. The tariff was designed to allow Entergy Arkansas to pay down a portion of its Grand Gulf obligation in advance of the implementation to retail access in Arkansas. The tariff will go into effect January 1, 1999. See Note 2 to the Form 10-K for a discussion of the settlement agreement with the APSC. 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 were 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 of June 30, 1998, the unamortized balance of the remaining costs was $103 million. These accounting order deferrals have been given accelerated recovery in the July 22, 1998 PUCT order discussed above. For further discussion, see Retail Rate Proceedings above. NOTE 3. COMMON STOCK (Entergy Corporation) During the six months ended June 30, 1998, Entergy Corporation issued 172,348 shares of its previously repurchased common stock to satisfy stock options exercised and stock purchases under its Equity Ownership Plan. In addition, Entergy Corporation received proceeds of $6.5 million from the issuance of 243,745 shares of common stock under its dividend reinvestment and stock purchase plan during the six months ended June 30, 1998. NOTE 4. LONG-TERM DEBT (Entergy Gulf States and Entergy New Orleans) (Entergy Gulf States) On July 1, 1998, Entergy Gulf States redeemed, prior to maturity, $21.6 million of 7% Parish of Iberville Pollution Control Revenue Refunding Bonds, 1976 Series A, due 2006. Proceeds from the issuance in May 1998 of $21.6 million of 5.7% Parish of Iberville Pollution Control Revenue Refunding Bonds due 2014 were used for this redemption. (Entergy New Orleans) On July 14, 1998, Entergy New Orleans issued $30 million of 7% Series First Mortgage Bonds due 2008. The proceeds will be used in August to redeem $30 million of 8.67% General and Refunding Mortgage Bonds due 2005. NOTE 5. RETAINED EARNINGS (Entergy Corporation) On August 2, 1998, Entergy Corporation's Board of Directors declared a common stock dividend of $.30 per share, payable on September 1, 1998, to holders of record on August 12, 1998. NOTE 6. ACCOUNTING ISSUES (Entergy Corporation and Entergy London) New Accounting Standards - In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which will be effective for Entergy in 2000. This statement requires that all derivatives be recognized in the statement of financial position as either assets or liabilities and measured at fair value. The statement also requires the designation and reassessment of all hedging relationships. The changes in fair value of derivatives will be recognized in earnings or in comprehensive income, depending on the type of hedge relationship involved. The adoption of SFAS 133 is not expected to have a material effect on the financial position, results of operations, or cash flows of Entergy Corporation or Entergy London. In early 1998, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", which will be effective for Entergy in 1999. This SOP requires that computer software costs that are incurred in the preliminary project stage be expensed as incurred. Once the capitalization criteria of the SOP have been met, external direct cost of materials and services used in developing or obtaining internal use computer software, as well as payroll and payroll-related costs of employees (to the extent of time spent directly on internal use computer software projects), and interest costs incurred in developing such computer software should be capitalized. Training costs and data conversion costs should be expensed as incurred, with certain exceptions. The adoption of SOP 98-1 is not expected to have a material effect on the financial position, results of operations, or cash flows of Entergy Corporation. NOTE 7. SUBSEQUENT EVENT (Entergy Corporation and Entergy London) On August 2, 1998, Entergy's Board of Directors approved a new strategic direction for Entergy that includes the expected sale of several businesses over the next eighteen months. These businesses include London Electricity, CitiPower Pty., Entergy Security, Inc., Entergy Integrated Solutions, Inc., and certain portions of Entergy's telecommunications businesses. These businesses collectively represent $5.8 billion of Entergy's total assets as of June 30, 1998 and $73.3 million of Entergy's net income for the six months then ended. Management believes that the sale price of these businesses will exceed their net book value at June 30, 1998. Accordingly, no adjustment has been recorded at June 30, 1998 for the carrying amount of these businesses in the accompanying financial statements. __________________________________ In the opinion of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and Entergy London, the accompanying unaudited condensed financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassifying previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. However, the business of the domestic utility companies, System Energy, and Entergy London is subject to seasonal fluctuations with the peak periods occurring during the third quarter for the domestic utilities companies and System Energy and occurring during the first quarter for Entergy London. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year. ENTERGY CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans) See "Employment Litigation" in Item 1 of Part I of the Form 10-K for information relating to lawsuits filed by former employees asserting they were wrongfully terminated and/or discriminated against due to age, race, and/or sex. See "Employment Litigation" in Note 1 herein for developments that have occurred since the filing of the Form 10-K. Cajun - Coal Contracts (Entergy Corporation and Entergy Gulf States) See "Cajun - Coal Contracts" in Note 9 of the Form 10-K for information relating to the declaratory judgment action filed by Entergy Gulf States and the counterclaims filed by the defendants. See "Cajun - Coal Contracts" in Note 1 herein for developments that have occurred since the filing of the Form 10-K. Catalyst Technologies, Inc. (Entergy Corporation) See "Catalyst Technologies, Inc." in Item 1 of Part I of the Form 10- K for information relating to the lawsuit filed by Catalyst Technologies, Inc. The plaintiff filed its appeal brief in March 1998, and Entergy Corporation filed its response brief in May 1998. The date of oral argument on the appeal has not been set. Union Pacific Railroad Company (Entergy Corporation and Entergy Arkansas) See "Item 1. Legal Proceedings" in the 1998 first quarter Entergy Form 10-Q for a discussion of the civil suit filed by Entergy Arkansas and Entergy Services against Union Pacific Railroad Company (Union Pacific). The case has been transferred to the United States District Court for the District of Nebraska, in Omaha, Nebraska. As a result of Union Pacific's failure to transport coal, inventories at the coal plants were below normal during the spring of 1998. In anticipation of the summer season, and with no apparent cure to Union Pacific's delivery problems, generation at the two coal-fired stations was curtailed to increase the coal inventories. As a result of the curtailment and some improvement in the number of Union Pacific's deliveries, the inventory levels have improved. However, Union Pacific's deliveries continue to be delayed. Entergy Arkansas continues to seek an order from the Federal Surface Transportation Board requiring Union Pacific to allow another railroad to bring coal to one of the Entergy Arkansas generating plants. The operational and financial effect of Union Pacific's failure to deliver coal to Entergy Arkansas during the third and fourth quarters of 1998 will depend upon a number of factors that are not within Entergy Arkansas' control. Aquila Power Corporation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans) In March 1998, Aquila Power Corporation ("Aquila") filed a complaint with the FERC against Entergy Services, as agent for the domestic utility companies, alleging that Entergy's domestic utility companies improperly reserved transmission capacity on Entergy's transmission system, resulting in the denial of Aquila's request for transmission service. Aquila's complaint seeks compensation for lost profits, an order prohibiting Entergy and/or its affiliates from engaging in similar conduct, and suspension of the domestic utility companies' and EPMC's market-rate authority. In May 1998, Entergy filed its response denying the Aquila allegations. Subsequently, Aquila amended and restated its complaint, alleging additional instances of improper activities by Entergy. In addition to its requests in its original complaint, Aquila's amended complaint seeks a finding by FERC that Entergy is in violation of FERC Orders No. 888 and 889, and an order that Entergy should be required to join or agree to the formation of an independent system operator. Entergy filed its response to the amended and restated complaint denying the alleged improper conduct. Ratepayer Lawsuits (Entergy Corporation, Entergy Louisiana, and Entergy New Orleans) In April 1998, a group of residential and business ratepayers filed a complaint against Entergy New Orleans in state court in Orleans Parish purportedly on behalf of all ratepayers in New Orleans. The plaintiffs allege that Entergy New Orleans overcharged ratepayers by at least $300 million since 1975 in violation of limits that the plaintiffs allege are set by the 1922 franchise ordinances passed by the New Orleans City Council. The plaintiffs seek, among other things, (1) a declaratory judgment that such franchise ordinances have been violated, and (2) a remand to the City Council for the establishment of the amount of overcharges plus interest. Management believes the lawsuit is completely without merit. Entergy New Orleans has charged only those rates authorized by the City Council, which the City Council has set in accordance with applicable law. Entergy New Orleans will vigorously defend itself in the lawsuit. In May 1998, a group of ratepayers filed a complaint against Entergy Corporation, EPI, and Entergy Louisiana in state court in Orleans Parish purportedly on behalf of all Entergy Louisiana ratepayers. The plaintiffs allege that the fuel costs passed by Entergy Louisiana through its fuel adjustment clause were improper. The plaintiffs seek, among other things, a refund of the amounts allegedly charged in excess of the proper fuel adjustment. This same group of ratepayers also filed with the LPSC a complaint against Entergy Corporation and Entergy Louisiana seeking relief similar to that which they seek by their lawsuit in state court. Management believes the lawsuit in state court and the complaint to the LPSC are completely without merit. Entergy will vigorously defend itself in the lawsuit. In May 1998, a group of ratepayers filed a complaint against Entergy Louisiana in state court in East Baton Rouge Parish purportedly on behalf of all Entergy Louisiana ratepayers. The plaintiffs allege that the formula ratemaking plan authorized by the LPSC has allowed Entergy Louisiana to earn amounts in excess of a fair return. The plaintiffs seek, among other things, (1) a declaratory judgment that the formula ratemaking plan is an improper ratemaking practice, and (2) a refund of the amounts allegedly charged in excess of proper ratemaking practices. Management believes the lawsuit is completely without merit. Entergy Louisiana will vigorously defend itself in the lawsuit. Asbestos Litigation (Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans) Entergy's domestic utility subsidiaries, and in particular Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans, are defendants along with manufacturers, distributors, and other businesses in numerous individual and class action lawsuits filed on behalf of persons claiming injury as a result of exposure to asbestos. While Entergy and its domestic utility subsidiaries believe that the exposure to material liability to any single plaintiff as a result of these lawsuits is not material, there can be no assurance that the aggregate liability in the lawsuits to which Entergy Gulf States, Entergy Louisiana, or Entergy New Orleans are parties would not be material as to those companies, respectively. Item 4. Submission of Matters to a Vote of Security Holders Election of Board of Directors Entergy Corporation The annual meeting of stockholders of Entergy Corporation was held on May 15, 1998. The following matters were voted on and received the specified number of votes for, abstentions, votes withheld (against), and broker non-votes: 1. Election of Directors:
Broker Name of Nominee Votes For Abstentions Votes Withheld Non-Votes W. Frank Blount 197,742,237 N/A 14,558,746 N/A John A. Cooper, Jr. 197,763,872 N/A 14,537,111 N/A George W. Davis 197,559,329 N/A 14,741,654 N/A Norman C. Francis 197,614,238 N/A 14,686,745 N/A Robert v.d. Luft 197,702,815 N/A 14,598,168 N/A Edwin Lupberger 177,496,679 N/A 34,804,304 N/A Kinnaird R. McKee 197,623,536 N/A 14,677,447 N/A Paul W. Murrill 197,693,717 N/A 14,607,266 N/A James R. Nichols 197,787,475 N/A 14,513,508 N/A Eugene H. Owen 197,720,711 N/A 14,580,272 N/A John N. Palmer, Sr. 197,820,140 N/A 14,480,843 N/A Robert D. Pugh 197,691,692 N/A 14,609,291 N/A Wm. Clifford Smith 197,733,663 N/A 14,567,320 N/A Bismark A. Steinhagen 197,780,078 N/A 14,520,905 N/A
Subsequent to the annual meeting of stockholders, Edwin Lupberger relinquished his duties as a director and chairman of the board of directors. Robert v.d. Luft is now serving as chairman of the board of directors. 2.Approval of the 1998 Equity Ownership Plan: 184,693,496 votes for; 25,946,435 votes against; 1,661,052 abstentions; and broker non-votes are not applicable. 3.Approval of the 1998 Executive Annual Incentive Plan: 198,088,955 votes for; 9,793,680 votes against; 4,418,348 abstentions; and broker non-votes are not applicable. 4.Ratify the appointment of independent public accountants, Coopers & Lybrand L.L.P. for the year 1998: 209,764,961 votes for; 687,557 votes against; 1,848,465 abstentions; and broker non-votes are not applicable. (Entergy Arkansas) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Arkansas: Wayne Leonard, Frank F. Gallaher, Donald C. Hintz, Jerry D. Jackson, R. Drake Keith, and Jerry L. Maulden. (Entergy Gulf States) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Gulf States: Wayne Leonard, John J. Cordaro, Frank F. Gallaher, Donald C. Hintz, Jerry D. Jackson, and Jerry L. Maulden. (Entergy Louisiana) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Louisiana: Wayne Leonard, John J. Cordaro, Frank F. Gallaher, Donald C. Hintz, Jerry D. Jackson, and Jerry L. Maulden. (Entergy Mississippi) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Mississippi: Wayne Leonard, Frank F. Gallaher, Donald C. Hintz, Jerry D. Jackson, Jerry L. Maulden, and Donald E. Meiners. (Entergy New Orleans) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy New Orleans: Robert v.d. Luft, Wayne Leonard, Jerry D. Jackson, and Daniel F. Packer. (System Energy) A consent in lieu of the annual meeting of common stockholders was executed on June 18, 1998. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of System Energy Resources: Robert v.d. Luft, Wayne Leonard, Donald C. Hintz, and Jerry L. Maulden. Item 5. Other Information Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and Entergy London) The domestic utility companies, System Energy, and Entergy London have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of Regulation S-K of the SEC as follows: Ratios of Earnings to Fixed Charges Twelve Months Ended December 31, June 30, 1993 1994 1995 1996 1997 1998 Entergy Arkansas 3.11(b) 2.32 2.56 2.93 2.54 2.62 Entergy Gulf States 1.54 (c)- 1.86 1.47 1.42 1.08 Entergy Louisiana 3.06 2.91 3.18 3.16 2.74 2.84 Entergy Mississippi 3.79(b) 2.12 2.92 3.40 2.98 3.34 Entergy New Orleans 4.68(b) 1.91 3.93 3.51 2.70 2.69 System Energy 1.87 1.23 2.07 2.21 2.31 2.39 Entergy London N/A N/A N/A N/A 1.16 1.20 Ratios of Earnings to Combined Fixed Charges and Preferred Dividends Twelve Months Ended December 31, June 30, 1993 1994 1995 1996 1997 1998 Entergy Arkansas 2.54(b) 1.97 2.12 2.44 2.24 2.30 Entergy Gulf States (a) 1.21 (c)- 1.54 1.19 1.23 (d)- Entergy Louisiana 2.39 2.43 2.60 2.64 2.36 2.44 Entergy Mississippi 3.08(b) 1.81 2.51 2.95 2.69 3.02 Entergy New Orleans 4.12(b) 1.73 3.56 3.22 2.44 2.43 (a) "Preferred Dividends" in the case of Entergy Gulf States also include dividends on preference stock. (b) Earnings for the year ended December 31, 1993, include $81 million, $52 million, and $18 million for Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans, respectively, related to a change in accounting principle to provide for the accrual of estimated unbilled revenues. (c) Earnings for the year ended December 31, 1994, for Entergy Gulf States were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $144.8 million and $197.1 million, respectively. (d) As a result of the reserves recorded for PUCT rate actions, earnings for the twelve months ended June 30, 1998 for Entergy Gulf States were not adequate to cover combined fixed charges and preferred dividends by $19.3 million. Shareholder Proposals (Entergy Corporation) Stockholders wishing to bring a proposal before the 1999 Annual Meeting of Stockholders, but not to include it in Entergy Corporation's Proxy Statement, must cause written notice of the proposal to be received by the Secretary of the Company at the principal executive offices in New Orleans, Louisiana by no later than February 13, 1999. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits* 3(a) - By-laws of Entergy Arkansas, as amended and currently in effect. 3(b) - By-laws of Entergy Gulf States, as amended and currently in effect. 3(c) - By-laws of Entergy Louisiana, as amended and currently in effect. 3(d) - By-laws of Entergy Mississippi, as amended and currently in effect. 3(e) - By-laws of Entergy New Orleans, as amended and currently in effect. 3(f) - By-laws of System Energy, as amended and currently in effect. ** 4(a) - Refunding Agreement between Entergy Gulf States and Parish of Iberville, State of Louisiana dated as of May 1, 1998 (B-3(a) to Rule 24 Certificate dated May 29, 1998 in File No. 70-8721). 4(b) - Seventh Supplemental Indenture, dated as of July 1, 1998, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987. 27(a) - Financial Data Schedule for Entergy Corporation and Subsidiaries as of June 30, 1998. 27(b) - Financial Data Schedule for Entergy Arkansas as of June 30, 1998. 27(c) - Financial Data Schedule for Entergy Gulf States as of June 30, 1998. 27(d) - Financial Data Schedule for Entergy Louisiana as of June 30, 1998. 27(e) - Financial Data Schedule for Entergy Mississippi as of June 30, 1998. 27(f) - Financial Data Schedule for Entergy New Orleans as of June 30, 1998. 27(g) - Financial Data Schedule for System Energy as of June 30, 1998. 27(h) - Financial Data Schedule for Entergy London as of June 30, 1998. 99(a) - Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(b) - Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(c) - Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(d) - Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(e) - Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(f) - System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined. 99(g) - Entergy London's Computation of Ratios of Earnings to Fixed Charges, as defined. ** 99(h) - Annual Reports on Form 10-K of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and Entergy London for the fiscal year ended December 31, 1997, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067, and 333-33331, respectively). ** 99(i) - Quarterly Reports on Form 10-Q of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and Entergy London for the quarter ended March 31, 1998, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067, and 333-33331, respectively). ___________________________ Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of Entergy Corporation and its subsidiaries on a consolidated basis. * Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended June 30, 1998, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended June 30, 1998. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K Entergy Mississippi A Current Report on Form 8-K, dated April 3, 1998, was filed with the SEC on April 3, 1998, reporting information under Item 5. "Other Events" and Item 7. "Financial Statements. Pro Forma Financial Information and Exhibits". Entergy Corporation and Entergy New Orleans A Current Report on Form 8-K, dated April 15, 1998, was filed with the SEC on April 21, 1998, reporting information under Item 5. "Other Events". Entergy New Orleans A Current Report on Form 8-K, dated April 28, 1998, was filed with the SEC on April 28, 1998, reporting information under Item 5. "Other Events". Entergy New Orleans A Current Report on Form 8-K/A, dated April 28, 1998, was filed with the SEC on April 29, 1998, reporting information under Item 5. "Other Events". Entergy New Orleans A Current Report on Form 8-K/A, dated April 28, 1998, was filed with the SEC on April 29, 1998, reporting information under Item 5. "Other Events". Entergy Corporation and Entergy Gulf States A Current Report on Form 8-K, dated May 4, 1998, was filed with the SEC on May 12, 1998, reporting information under Item 5. "Other Events". SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ENTERGY ARKANSAS, INC. ENTERGY GULF STATES, INC. ENTERGY LOUISIANA, INC. ENTERGY MISSISSIPPI, INC. ENTERGY NEW ORLEANS, INC. SYSTEM ENERGY RESOURCES, INC. ENTERGY LONDON INVESTMENTS PLC /s/ Louis E. Buck Louis E. Buck Vice President, Chief Accounting Officer and Assistant Secretary (For each Registrant and for each as Principal Accounting Officer) Date: August 5, 1998 EX-3 2 Exhibit 3(a) BYLAWS OF ARKANSAS POWER & LIGHT COMPANY AS OF SEPTEMBER 11, 1992 BYLAWS OF ARKANSAS POWER & LIGHT COMPANY ARTICLE I OFFICES The principal business office of the Company shall be in Little Rock, Arkansas.. The Company may also have offices at such other places as the Board of Directors may from time to time designate. ARTICLE II SHAREHOLDERS Section 1. PLACE OF HOLDING MEETINGS. Meetings of the shareholders shall be held in the offices of the Company in the City of Little Rock, State of Arkansas; or may be held at other places in or outside the State of Arkansas. Section 2. ANNUAL MEETINGS OF SHAREHOLDERS - ELECTION OF DIRECTORS. The annual meeting of the shareholders for the election of directors and the transaction of such other corporate business as may properly come before such meeting, shall be held on the third Wednesday in May unless such day is a legal holiday, in which case such meeting shall be held on the first day thereafter which is not a legal holiday, unless the shareholders elect to hold the annual meeting on a substitute date. At each annual meeting the shareholders entitled to vote shall elect directors in the number provided by these Bylaws to serve until the next annual meeting, unless there is arrearage in the payment of preferred stock dividends as hereinafter stated. If dividends payable on any shares of the Preferred Stock at any time outstanding shall be in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, then the holders of the Preferred Stock, voting separately from the holders of the Common Stock, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the then authorized number of directors, and the remaining directors shall be elected as first provided in this section; provided that if and when accumulated and unpaid dividends on the then outstanding shares of Preferred Stock shall be paid or declared and set apart for payment, then at the next annual meeting of the shareholders, or earlier at a special meeting of the shareholders duly convened for such purpose, new directors may be elected by the vote of the shareholders of the Company as first provided in this section. In the event of the failure to hold the annual meeting of shareholders, or should be shareholders fail to elect directors at the annual meeting, then in either case the director for the ensuing year may be elected at a special meeting of the shareholders called for such purpose. At each annual meeting the shareholders may transact such other corporate business as may properly come before said meeting. Section 3. SPECIAL MEETING OF SHAREHOLDERS. Special meetings of the shareholders entitled to vote upon any matters may be held upon call of the Chairman of the Board, the President, the Board of Directors, the Executive Committee, or shareholders holding at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, provided that such shareholders deliver to the Company's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Notice of special meetings shall be given in regular manner. Section 4. NOTICE OF SHAREHOLDERS Meetings. Written or printed notice of all meetings of shareholders stating the date, time, and place of the meeting and in the case of a special meeting a description of the purpose or purposes for which the meeting is being called shall be mailed by either the Chairman of the Board, the President, or the Secretary to each shareholder of record entitled to vote at his last known post office address, at least ten (10) days and no more than sixty (60) days before the meeting except as otherwise provided by law. Such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the shareholder at his post office address as it appeals on the records of the Company. For any meeting of shareholders called to consider matters on which all the shareholders are not entitled to vote, notice need not be sent to those shareholders who are not entitled to vote at such meeting but only to those shareholders of the class or classes entitled to vote. Section 5. QUORUM; VOTE REQUIRED FOR ACTION. A majority of the votes entitled to be cast by the shareholders of the Company representing a separate voting group must be present in person or by proxy at each meeting of the shareholders to constitute a quorum. A majority of the votes cast by a voting group shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Amended and Restated Articles of Incorporation. Section 6. ADJOURNMENTS. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice. need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting in which the adjournment is taken. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for the adjourned meeting, which must be done if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in the manner provided by these Bylaws. Section 7. OFFICERS FOR SHAREHOLDERS MEETINGS. Meetings of. shareholders shall be presided over by (in the order following) the Chairman of the Board, the President, or such officer as may be named for the purpose by resolution of the Board of Directors, or if no such officer is present, by a Chairman elected at the meeting. The Secretary of the Company shall act as Secretary of such meeting, if present. In his absence or incapacity to serve, the presiding Chairman may appoint a Secretary. Section 8. PROXIES. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient at law to support an irrevocable power. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Proxies shall be dated and shall be filed with the records of the meeting. Section 9. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than seventy (70) days nor less than ten (10) days before the date of such meeting nor more than seventy (70) days prior to any other action. If no record date is flexed: (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining shareholders for any other purpose shall be at the close of business on the date on which the Board of Directors adopts a resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, the Board of Directors may fix a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than one hundred and twenty (120) days after the date fixed for the original meeting. Section 10. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After fixing the record date for a meeting, the Secretary shall prepare an alphabetical listing of the names of all of the shareholders of the Company who are entitled to notice of the shareholders' meeting, which list must be arranged by voting group (and within each voting group by class or series of shares) and must show the address of and number of shares held by each such shareholder. The shareholders list must be made available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Company's main office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney shall be entitled on written demand to inspect and to copy the list during regular business hours and during the period it is available for inspection. The Company shall make the shareholders list available at the meeting, any shareholder, his agent, or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment thereof. Section 11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise restricted by law or the Amended and Restated Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if one or more written consents, setting forth the action taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All written consents executed by one or more shareholders shall be included in the minutes or filed with the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. In addition, if it is required by law that notice of the proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the Company must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. ARTICLE III DIRECTORS Section 1. NUMBER: GENERAL DUTIES: TERM; ELIGIBILITY: AND REMOVAL. The number of directors constituting the Board of Directors of this Company shall be eighteen (18). Ownership of capital stock of the Company shall not be a prerequisite to serving as a Director. Any Director, who is also an officer (except the chief executive officer or a former chief executive officer) or employee of the Company, shall not be eligible for re-election after the date of his retirement as an officer or employee of the Company; however, he shall be permitted to complete the regular term of the office as a Director which he is serving at the time of his retirement. A Director who is or has previously been the Company's chief executive officer at the time of his retirement from active employment with the Company, or a Director who is not an officer or employee of the Company, shall not be eligible for re-election after his seventieth birthday, but he shall be permitted to complete the regular term of office as a Director which he is serving at the time he reaches his seventieth birthday. Directors shall continue to serve until their successors are duly elected and qualified, unless prevented by death, resignation or inability to serve or by removal as provided in the Amended and Restated Articles of Incorporation. Section 2. QUORUM: VOTE REQUIRED FOR ACTION. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; provided, however, that a majority of the directors present may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice; if at least one-third (1/3) of the directors are present at the meeting. Except in cases in which the Amended and Restated Articles of Incorporation or these Bylaws provide otherwise the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 3. ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by a Vice Chairman of the Board, if any, or in his absence by the President, or in their absence, by a Chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the Chairman of the meeting may appoint any person to act as secretary of the meeting. Section 4. MEETINGS AND NOTICES OF MEETINGS. Meetings of the Board of Directors shall be held at the times fixed by resolution of the Board, or upon call of the Chairman of the Board, the President, or any two directors, and may be held at any place within or without the State of Arkansas. The Secretary, or an officer performing his duties, shall give reasonable notice (which must be at least two (2) days' prior notice) of all meetings of the directors called, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the directors are present, or if those not present waive notice either before or after the meeting. Section 5. FEES AND COMPENSATION OF DIRECTORS. The Board of Directors shall have the power to authorize the payment of compensation to the directors for services to the Company, including fees for attendance at meetings of the Board of Directors. of the Executive Committee, and all other committees, and to determine the amount of such compensation and fees. Section 6. ELECTION OF OFFICERS. The Board of Directors, as soon as may be after the election of directors in each year, shall elect officers to serve until the next annual meeting of the shareholders and until their successors in office are elected and qualified. The officers to be so elected are: (a) President (who shall be a Director of the Company and who may also be Chairman of the Board). (b) Vice President. (c) Treasurer. (d) Secretary. The Board of Directors may also elect a Chairman of the Board (who shall be a Director of the Company and who may also be President), one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries. The Board of Directors may also, from time to time, appoint such other officers and give them such duties as the Board may deem proper. The same person may be elected to more than one office. Section 7. SALARIES OF OFFICERS. The Board of Directors shall fix salaries and compensation to be paid to officers of the Company or shall designate such person who shall be authorized to fix salaries and compensation to be paid to officers of the Company. Section 8. VACANCIES. Vacancies occurring among the directors shall be filled as provided in the Amended and Restated Articles. Section 9. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by the Amended and Restated Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or committee. Action taken under this section of the Bylaws is effective when the last director signs the consent, unless the consent specifies a different effective date. Section 10. TELEPHONIC MEETINGS PERMITTED. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting. Section 11. GENERAL POWERS OF DIRECTORS. The Board of Directors shall have the power to manage the business of the Company and, subject to the restrictions imposed by law and by the Amended and Restated Articles of Incorporation, may exercise all the powers of the Company. ARTICLE IV COMMITTEES Section 1. EXECUTIVE COMMITTEES. The Board of Directors, after their election in each year, may appoint an Executive Committee to consist of the Chief Executive Officer and such additional number of directors as the Board may from time to time determine. Such Committee shall have and may exercise all the powers of the Board during the intervals between its meetings, which may be lawfully delegated, subject to such limitations as may be provided by resolution of the Board. The Board shall have the power at any time to change the membership of such Committee and to fill vacancies in it. the Executive Committee may make rules for the conduct of its business and may appoint such committees and assistants as it may deem necessary. The Board may from time to time determine by resolution the number of members of such committee required to constitute a quorum. Section 2. OTHER COMMITTEES. The Board of Directors may by resolution appoint other committees of directors to perform such duties and take such action as may be lawfully delegated and as the Board may authorize and direct. The Board shall have the power at any time to change the membership of such committees, to fill vacancies in committee personnel and rescind the power and authority of such committees. Section 3. MINUTES OF MEETINGS. All committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Section 4. EX-OFFICIO MEMBERS. The Chairman of the Board of Directors and the President of the Company shall both be ex- officio members of each duly appointed committee. Section 5. COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter, and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conduct its business pursuant to Article III of these Bylaws. ARTICLE V OFFICERS Section 1. OFFICERS. The officers of the Company shall be a President one or more Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may elect. The Board of Directors may from time to time elect such other officers as they may deem proper. The same person may be elected or appointed to more than one office. All officers shall serve from their election until the next annual meeting of the shareholders and until their successors in office are elected and qualified, unless they shall resign, become disqualified, or be removed. Section 2. DUTIES. The officers of the Company shall have such duties, except as modified by the Board of Directors, as generally pertain to their offices respectively, as well as such powers and duties provided in these Bylaws and as may from time to time be conferred by the Board of Directors. Section 3. RESIGNATION: REMOVAL: VACANCIES. Any officer may resign at any time upon written notice to the Company. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice the contractual rights of such officer, if any, with the Company. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexplored portion of the term by the Board of Directors at any regular or special meeting. ARTICLE VI CAPITAL STOCK Section 1. CERTIFICATES OF STOCK. Certificates of stock of the Company must bear the corporate seal of the Company and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer, the Secretary, or an Assistant Secretary of the Company, but when any such certificate is signed by a Transfer Agent or Registrar, the signature of any such corporate officer and the corporate seal upon such certificate may be facsimiles, engraved or printed. The stock of the Company shall be transferable or assign able on the books of the Company by the holders in person or by attorney on the surrender of the certificates therefore duly endorsed. The Board 3f Directors may appoint one or more transfer agents and registrars of the stock. Section 2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES: ISSUANCE OF NEW CERTIFICATES. The company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Company may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate. Section 3. CLASSES OF STOCK - DESIGNATION. If the Company shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the Company shall issue to represent such class or series of stock, provided, that except as otherwise provided by Arkansas law, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each shareholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights. Section 4. DIVIDENDS. The directors may declare dividends upon the capital stock of the Company as and when they deem advisable and according to law. ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND AGENTS Section 1. RIGHT TO INDEMNIFICATION. Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (1) who is or was a director or officer of the Company, (2) who is or was an employee of the Company other than an officer, (3) who is or was an agent of the Company and whom the Corporation has expressly agreed to indemnify, or (4) who is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Company as of right to the fullest extent permitted or authorized by the Arkansas Business Corporation Act of 1987 (sometimes referred to herein as the "1987 Act") or subsequent legislation (but in the case of any such subsequent legislation, only to the extent that it permits the Company to provide broader indemnification rights than permitted prior to such legislation), against any liability or expense, awarded or assessed against him, or incurred by him, or paid or to be paid by him in settlement thereof, in his capacity as such director, officer, employee or agent,. or arising out of his status as such director, officer, employee, or agent, including expenses and amounts paid by him in settlement of any proceeding asserted or brought against him by or in the right of any person, including the Company, in any such capacity or arising out of his status as such. Each director, officer, employee, or agent of the Company to whom indemnification rights under this Article VII have been or may be granted is referred to herein as an "Indemnified Person". The Board of Directors may, upon approval of such director, officer, employee, or agent of the Company, authorize the Company's counsel to represent such person in any proceeding, whether or not the Company is a party to such proceeding. Notwithstanding the foregoing, except as specified in Section 3 of this Article, the Company shall indemnify an Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if authorization for such proceeding (or part thereof) was not denied by the Board of Directors of the Company prior to sixty (60) days after receipt by the Company of written notice thereof from such person. Section 2. ADVANCEMENT OF EXPENSES. Costs, charges and expenses incurred by a director, officer or employee in defending a proceeding shall be paid by the Company to the fullest extent permitted or authorized by the applicable Arkansas Act pursuant to Section 1 of this Article or subsequent legislation (but in the case of any such subsequent legislation, only to the extent that it permits the Company to provide broader rights to advance costs, charges and expenses than permitted prior to such legislation) in advance of the final disposition of such proceeding, within fourteen (14) days after the receipt by the Company of a written statement from such director, officer or employee requesting such an advancement together with an undertaking, if required by law at the time of such advance, by or on behalf of the person seeking such advance, to repay all amounts so advanced in the event that it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. In the case of agents of the Company, advancements of costs, charges and expenses may be made upon such other terms and conditions as the Board of Directors may deem appropriate. Section 3. PROCEDURE FOR INDEMNIFICATION AND OBTAINING ADVANCEMENT OF EXPENSES. Any indemnification of liabilities and expenses or advancement of expenses under this Article shall be made promptly, and, in the case of indemnification, in any event within sixty (60) days of receipt by the Company of the written request of the Indemnified Person, or, in the case of advancement of expenses, as set forth in Section 2 of this Article. If the Company denies such request in whole or in part or if no disposition thereof is made within the applicable time limit or if the Company otherwise fails to provide indemnification or advancement as provided for in this Article, and despite any contrary determination by or on behalf of the Company in the specific case, the Indemnified Person may enforce his right to indemnification or advancement, or both, in an appropriate proceeding brought in a court of competent jurisdiction and shall be entitled to such indemnification or advancement, or both, as the court shall by order direct. Such person's reasonable expenses in obtaining court-ordered indemnification or. advancement shall be reimbursed by the Company. No such contrary determination by or on behalf of the Company shall be a defense to such proceeding or create a presumption. that the claimant has not met the applicable standard of conduct, if any, for indemnification or for an advancement pursuant to Section 1 or Section 2 of this Article. It shall be a defense to any such action that the claimant has not met the applicable standard of conduct, if any, pursuant to Section 1 or Section 2 of this Article. Section 4. OTHER RIGHTS: CONTINUATION OF RIGHT TO INDEMNIFICATION AND ADVANCEMENTS. The rights to indemnification and to advancements provided by this Article shall not be deemed exclusive of any other or further rights to which a person seeking indemnification or advancements may be entitled under any law (common or statutory), agreement, vote of shareholders or disinterested directors or otherwise, either as to action taken or omitted to be taken in his official capacity or as to action taken or omitted to be taken in another capacity while holding office or while employed by or acting as agent for the Company, and shall continue as to an Indemnified Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights to indemnification and to advancements of expenses under this Article shall be deemed to be a contract between the Company and each Indemnified Person. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the applicable Arkansas Business Corporation Act or any other applicable law shall not m any way diminish any right to indemnification or to advancement of expenses of such Indemnified Person, or the obligations of the Company, arising hereunder for claims relating to matters occurring prior to such repeal or modification. Section 5. INSURANCE AND OTHER ARRANGEMENTS. The Company may maintain insurance, at its expense, to protect itself and/or any person who is or was or has agreed to become a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against him or incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Company would have the legal power to directly indemnify him against such liability. The Company may also obtain a letter of credit, act as self- insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any asset or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. Section 6. SEPARABILITY. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall be nevertheless indemnify each director and officer, and each employee and agent of the Company as to whom the Company has agreed to grant indemnity, as to liabilities and expenses, and amounts paid or to be paid in settlement with respect to any proceeding, including an action by or in the right of the Company, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law. Section 7. TERMS. For purposes of this Article and in each case without limiting the generality thereof, the term "other enterprises" includes employee benefit plans; the term "expenses" includes reasonable counsel fees; the term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed on a person with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding; the term "proceeding" includes any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative; and the term "serving at the request of the Company" includes any service as a director, officer, employee or agent of the Company that imposes duties on or involves services by such persons, including duties relating to an employee benefit plan and its participants or beneficiaries. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 1. DEPOSITARIES. The Board of Directors is authorized to select such depositaries as it shall deem proper for the funds of the Company, or may authorize the proper officers of the Company to do so. Checks and drafts against such deposited funds shall be signed and countersigned by officers or persons to be specifically specified by the Board of Directors. Section 2. WAIVERS. Whenever under the provisions of these Bylaws or of any law the shareholders or directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice who did not properly receive such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, unless the person at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and with respect to directors does not vote for or assent to the action taken. In addition, with respect to shareholders, attendance of a person at a meeting shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented. All waivers of notice shall be filed with the minutes of the meeting. Section 3. EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on the Company's bank accounts and all bills of exchange, promissory notes, acceptances, obligations and other instruments for the payment of money shall be signed by the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee, or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized in the indenture relating to a security issued by the Company provided that when specifically authorized by the Board of Directors, the signature of any corporate officer or other person and the corporate seal upon instruments described above may be facsimile, engraved or printed. Section 4. CORPORATE SEAL. The corporate seal of the Company shall be in such form as required by law and as the Board of Directors shall prescribe. The seal on any corporate obligation for the payment of money may be a facsimile, engraved or printed. Section 5. DIRECTORS EMERITUS AND ADVISORY DIRECTORS. Any individual who shall have served as a Director of this Company may by action of either the shareholders or the Board of Directors be declared to be a Director Emeritus for the remainder of his natural life as recognition of the past services rendered to the Company. A Director Emeritus, as such, shall not have the right to vote at meetings of the Board of Directors. A Director Emeritus shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Any individual who shall have served as a Director of this Company may by action of either the shareholders or the Board of Directors be declared to be an Advisory Director who shall serve for a term not exceeding one (1) year from the date of his election. An Advisory Director, as such, shall not have the right to vote at meetings of the Board of Directors. An Advisory Director shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Section 6. INSPECTION OF BYLAWS. A copy of the Bylaws, with all amendments thereto, shall at all times be kept in a convenient place at the main office of the Company, and shall be open for inspection to all shareholders during normal business hours. Section 7. INTERESTED DIRECTORS AND OFFICERS: QUORUM. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if: (l) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors; provided, however, that the contract or transaction may not be authorized, approved, or ratified by a single director; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the shareholders; or (3) the contract or transaction is fair to the Company. If a majority of the disinterested directors vote to authorize, approve, or ratify the contract or transaction, a quorum shall be deemed present for purpose of taking action under this Section 7. If the contract or the transaction is approved by shareholders, the shares owned by or voted under the control of an interested director or an interested company, partnership, association, or other organization in which one or more of the Company's directors or officers are directors or officers, or have a financial interest, shall not be counted in the vote of shareholders. The vote of such shares, however, shall be counted in determining whether the transaction or contract is approved under the Amended and Restated Articles of Incorporation or the Arkansas Business Corporation Act of 1981. A majority of the shares that are entitled to be counted in a vote on the transaction or contract under this Section 7 constitutes a quorum for the purpose of taking action under this Section 7. Section 8. FORM OF RECORDS. Any records maintained by the Company in the regular course of its business, including a stock ledger, books of account, and minute books, may be kept on, or by in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 9. AMENDMENT OF BYLAWS. Except as otherwise provided by law and the Articles of Incorporation, these Bylaws may be amended, changed or altered by either the shareholders or Board of Directors at a duly convened meeting, the notice of which includes notice of the proposed amendment, change or alteration. Consent of Stockholder of Arkansas Power & Light Company This Consent is executed, pursuant to the provisions of Ark. Code Ann. Section4-27-704 (Repl. 1991) by Entergy Corporation, the holder of all the issued and outstanding common stock of Arkansas Power & Light Company, in lieu of a meeting of stockholders. Pursuant to authority granted under the provisions of the statutes of the State of Arkansas and by the Bylaws of Arkansas Power & Light Company, the first paragraph of Section 1 of Article III of the Bylaws of Arkansas Power & Light Company is amended to read as follows: "Section 1. NUMBER; GENERAL DUTIES; TERM; ELIGIBILITY; AND REMOVAL. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Company, provided that the number so fixed shall not be less than three (3) or more than fifteen (15)." Pursuant to the authority granted by Article EIGHTH (a) of the Amended and Restated Articles of Incorporation of Arkansas Power & Light Company, the number of directors of Arkansas Power & Light Company is fixed at six (6) and the following individuals are hereby nominated and elected to serve as the directors constituting the Board of Directors of Arkansas Power & Light Company until their successors shall be elected and qualified: Michael B. Bemis Donald C. Hintz Jerry D. Jackson R. Drake Keith Edwin Lupberger Jerry L. Maulden The corporate acts and actions taken by the Board of Directors and officers of the Company since the annual meeting of stockholders held on May 26, 1993, be and hereby are ratified and approved. IN WITNESS WHEREOF, this Consent has been executed on this 5th day of May, 1994. ENTERGY CORPORATION By: /s/ Edwin Lupberger Edwin Lupberger Chairman of the Board and Chief Executive Officer Unanimous Written Consent of the Board of Directors of Entergy Arkansas, Inc. The undersigned, being all the Directors of Entergy Arkansas, Inc., an Arkansas corporation (the "Corporation"), do hereby waive all notice and the holding of a meeting, and pursuant to the provisions of Ark. Code Ann. 4-27-821, do hereby take the following action without a meeting and consent to such action by our execution of this consent, intending it to have the same force and effect as a unanimous vote at a meeting: RESOLVED, that Section 6 of Article III of the bylaws of the Corporation be deleted and replaced with the following Section 6: "Section 6. Election of Officers. The Board of Directors shall elect officers of the Corporation as designated in Article V of these bylaws. RESOLVED, that Article III of the bylaws of the Corporation be amended by adding an additional Section 12 thereto which shall be and read as follows: "Section 12. Chairman of the Board. The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore, the Chairman of the Board need not be an officer of the Corporation." RESOLVED, that Article V of the Bylaws of the Corporation be deleted and replaced with the following Article V: ARTICLE V. OFFICERS. Section 1. The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Arkansas, individuals may occupy more than one office. Section 2. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. Section 3. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. Section 4. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. Section 5. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. Section 6. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. Section 7. Vacancies; Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. Section 8. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. RESOLVED, That Wayne Leonard be, and he hereby is, elected Chairman of the Board of the Corporation. RESOLVED, That an Executive Committee be elected consisting of Messrs. Leonard (Chairman), Maulden and Jackson. RESOLVED, That Cathy Cunningham, Richard P. Herget, Jr., Tommy H. Hillman, Raymond P. Miller, Sr., William C. Nolan, Jr., Woodson D. Walker, Gus B. Walton, Jr. and Michael E. Wilson be, and they hereby are, elected Advisory Directors of the Company to serve until the next election of Advisory Directors and until their successors are elected and qualified. RESOLVED, That Coopers & Lybrand be, and they hereby are, appointed as independent accountants of the Company to perform the audit of the Company's books for the year 1998. RESOLVED, That the Approval Authority Policy, as attached, be, and it hereby is, approved. RESOLVED, That the following persons be, and they hereby are, elected to the offices set opposite their names to serve until the next election of officers and until their successors are elected and qualified: Wayne Leonard Chief Operating Officer Jerry L. Maulden Vice Chairman R. Drake Keith President William D. Bandt Executive Vice President-Retail Services Frank F. Gallaher Executive Vice President and Chief Utility Operating Officer Donald C. Hintz Executive Vice President and Chief Nuclear Operating Officer Jerry D. Jackson Executive Vice President and Chief Administrative Officer C. John Wilder Executive Vice President and Chief Financial Officer C. Gary Clary Senior Vice President-Human Resources and Administration Naomi A. Nakagama Senior Vice President-Finance and Treasurer Michael G. Thompson Senior Vice President, General Counsel and Secretary Cecil L. Alexander Vice President-State Governmental Affairs Louis E. Buck, Jr. Vice President, Chief Accounting Officer and Assistant Secretary Steven C. McNeal Vice President-Corporate Finance and Assistant Treasurer C. Hiram Walters Vice President-Customer Service Laurence M. Hamric Assistant Secretary Shirley A. Hunter Assistant Secretary Christopher T. Screen Assistant Secretary Bruce A. Dennis Assistant Treasurer Effective Date: July 6, 1998 _______________________ _______________________ Frank F. Gallaher R. Drake Keith _______________________ _______________________ Donald C. Hintz Wayne Leonard _______________________ _______________________ Jerry D. Jackson Jerry L. Maulden EX-3 3 Exhibit 3(b) GULF STATES UTILITIES COMPANY TRANSCRIPT FROM THE RECORDS OF MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 12, 1992 ***************************************************************** RESOLVED, that this Board of Directors hereby further waives the terms of Article IX of the Company's Bylaws regarding mandatory retirement age of directors to allow Robert H. Barrow to continue to serve as a member of the Board of Directors until the Annual Meeting of Shareholders in May, 1994. ***************************************************************** I, Leslie D. Cobb, Vice President and Secretary of Gulf States Utilities Company, a wholly-owned subsidiary of Entergy Corporation, I hereby certify that the foregoing is a true and correct copy of a certain resolution duly adopted by the Board of Directors of said Company at a Special Meeting of said Board duly convened and held on November 12, 1992, at which meeting a quorum for the transaction of business was present and acting throughout. I further certify that said resolution has not been amended or revoked and that the same is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the corporate seal of said Company this 28th day of January, 1994. Leslie D Cobb Vice President & Secretary Gulf States Utilities Company Amended January 28, 1994 BYLAWS GULF STATES UTILITIES COMPANY BYLAWS of GULF STATES UTILITIES COMPANY ARTICLE I. Name. The name of this Corporation shall be GULF STATES UTILITIES COMPANY. ARTICLE II. Shareholders' Meetings. All meetings of the Shareholders shall be held at the principal office of the Company, 350 Pine Street, Beaumont, Texas. With or Without motion, the Chairman of any meeting of the Shareholders may appoint Inspectors and Tellers for such meeting who shall examine into the qualifications of the Shareholders present in person or represented at the meeting by proxy, report the shares represented at the meeting and tabulate the vote on such matters as may come before the meeting. ARTICLE III. Annual Meeting. The Annual Meeting of the Shareholders of this Corporation shall be held on the first Thursday in May in each year if not a legal holiday and, if a legal holiday, then on the next succeeding Thursday not a legal holiday. In the event that such Annual Meeting is omitted by circumstances beyond the control of the Company or otherwise on the date herein provided for, the Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the Annual Meeting. Such subsequent meeting shall be called in the same manner and as provided for Special Shareholders' Meetings. ARTICLE IV. Special Meetings. Special Meetings of the Shareholders of this Corporation shall be held whenever called by the Chairman of the Board of Directors, the Vice Chairman, the President, a Vice President or a majority of the Board of Directors, or whenever the holder or holders of one-tenth (1/10) of the shares of the capital stock issued and outstanding and entitled to vote shall make written application therefor to the Secretary or an Assistant Secretary, stating the time and purpose of the meeting applied for. Special Meetings of the Shareholders shall also be held following the accrual or termination of the right of the preferred stock of the Corporation, voting as a class, to elect the smallest number of Directors of this Corporation necessary to constitute a majority of the members of the Board of Directors, whenever requested to be called in the manner provided in Paragraph 6 of Article VI of the Restated Articles of Incorporation of the Corporation as amended. ARTICLE V. Notice of Shareholders' Meetings Written or printed notice of all Shareholders' Meetings, stating the time and place, and, in the case of Special Meetings, the purpose or purposes for which such meetings are called, shall be delivered by the Secretary or an Assistant Secretary, by mail, to each Shareholder of record, having voting power in respect of the business to be transacted thereat, at his or her registered address, at least ten (10) and not more than sixty (60) days prior to the date of the meeting, and the person giving such notice shall make affidavit in relation thereto; provided that such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid, and further provided that notice of any such meeting shall be deemed to be sufficiently delivered to any Shareholder who, while the provisions of the Trading with the Enemy Act (Public Act No. 91 of the Sixty-fifth Congress of the United States of America, as now or hereafter amended) shall be operative, shall appear from the stock books to be or shall be known to the Corporation to be an "enemy" or "ally of enemy" as defined in the said Act and whose address appearing on such stock books is outside the United States, or the mailing to whom of notice shall at the time be prohibited by any other law of the United States of America or by any executive order or regulation issued or promulgated by any officer or agency of the United States of America (a) if, at least ten (10) days prior to the date of the meeting, a copy of the notice of the meeting shall be mailed to any person or agency who by any such law, order or regulation shall have been duly designated to receive such notice or duty designated or appointed as custodian of the property of such Shareholder; or (b) if a brief notice of such meeting, including, in the case of a Special Meeting, either a brief statement of the objects for which such meeting is called or a statement as to where there may be obtained a copy of a written notice containing a statement of such objects, shall be published by the Corporation at least once, not less than ten (10) days before the meeting in a daily newspaper published in the English language and of general circulation in the City of Beaumont, Texas. Any meeting at which all Shareholders having voting power in respect of the business to be transacted thereat are present, either in person or represented by proxy, or of which those not present have waived notice in writing, shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given as herein before provided. ARTICLE VI Waiver of Notice. Notice of any Shareholders' Meeting may be waived by any Shareholder and the presence at any meeting, either in person or by proxy, of a Shareholder having voting power in respect of the business to be transacted thereat shall be deemed as to such Shareholder a waiver of notice of the meeting. ARTICLE VII Quorum. At any meeting of the Shareholders, a majority of the shares of capital stock issued and outstanding and entitled to vote in respect of the business to be transacted thereat, represented by such Shareholders of record in person or by proxy, shall constitute a quorum, but a less interest may adjourn any meeting from time to time and the same shall be held as adjourned without further notice. When a quorum is present at any meeting, the vote of the holders of a majority of the shares of capital stock entitled to vote represented thereat shall decide all questions brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation of the Corporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question. The provisions of this Article are, however, subject to the provisions of Paragraphs 6 and 13 of Article VI of the Articles of Incorporation of the Corporation as amended. ARTICLE VIII. Proxy and Voting The voting power of the respective classes of stock of the Corporation shall be as provided in Article VI of the Articles of Incorporation of the Corporation as amended. Shareholders of record entitled to vote may vote at any meeting either in person or by proxy in writing, which shall be filed with the Secretary of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof or after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each holder of record of stock of the Corporation of any class shall, as to all matters in respect of which such class of stock has voting power, be entitled to one vote for each share of stock of such class standing in his name on the books of the Corporation. ARTICLE IX. Board of Directors. A Board of fourteen (14) Directors shall be chosen by ballot at the Annual Meeting of the Shareholders or at any meeting held in the place thereof as hereinbefore provided. The number of Directors may be increased or decreased from time to time by amendment of the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election at an Annual Meeting or at a Special Meeting of Shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the Shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive Annual Meetings of Shareholders. Each Director elected by the Shareholders shall serve until the next Annual Meeting and until such Director's successor is duly elected and qualified except as in these Bylaws may otherwise be provided. No person shall be eligible for election or re-election as a Director of the Company after attaining age seventy (70) except as otherwise permitted by the Board by special resolution heretofore adopted. Any Director who retires from active employment by the Company shall, concurrently with such retirement, resign as a Director of the Company The foregoing provisions placing qualifications on the eligibility of Directors are, however, subject to Paragraphs 6 and 13 of Clause E of Article V~ of the Restated Articles of Incorporation of the Corporation as amended. ARTICLE X Powers of Directors The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Texas, with the Articles of Incorporation of the Corporation or with these Bylaws. The Board of Directors shall have power to determine what constitutes net earnings, profits and surplus, respectively, what amount shall be reserved for working capital and for any other purposes, and what amount shall be declared as dividends, and such determination of the Board of Directors shall be final and conclusive. ARTICLE XI. Fees of Directors and Others.. The Board of Directors shall have power to fix and determine the fee or fees to be paid members of the Board of Directors or any Committees appointed by the Directors or Shareholders for attendance at meetings of said Directors or Committees. Any fees so fixed and determined by the Board of Directors shall be subject to revision or amendment by the Shareholders. ARTICLE XII. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by the Bylaws, may elect from its number an Executive Committee of not less than three nor more than six members, which Committee may exercise the powers of the Board of Directors in the management of the business of the Corporation when the Board is not in session except where action of the Board of Directors is specified or required by law. The Executive Committee shall report its actions to the Board For approval. The Executive Committee may make rules for the notice, holding and conduct of its meetings and the keeping of the records thereof. The Board of Directors may likewise appoint from its number or from the Shareholders other Committees from time to time, the number composing such Committees and the powers conferred upon the same to be determined by vote of the Board of Directors. ARTICLE XIII., Meetings. Regular Meetings of the Board of Directors shall be held at such places within or without the State of Texas and at such times as the Board by vote may determine from time to time, and if so determined no notice thereof need be given. Special Meetings of the Board of Directors may be held at any time or place, either within or without the State of Texas. whenever called by the Chairman of the Board of Directors, the Vice Chairman, the President, a Vice President, the Secretary, an Assistant Secretary or three or more Directors, notice thereof being given to each Director by the Secretary or an Assistant Secretary or officer calling the meeting, or at any time without formal notice provided all the Directors are present or those not present have waived notice thereof. Notice of Special Meetings, stating the time and place thereof, shall be given by mailing the same to each Director at his residence or business address at least two days before the meeting or by delivering the same to him personally or by telephoning or telegraphing the same to him at his residence or business address at least one day before the meeting ARTICLE XIV. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time and the same may be held without further notice. When a quorum is present at any meeting, a majority vote of the members in attendance thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these Bylaws ARTICLE XV Officers The officers of this Corporation shall be a Chairman of the Board of Directors, a Vice Chairman, a President, one or more Vice Presidents, a Secretary, a Treasurer, and a Controller, and such other officers and assistant officers as are permitted or provided by these Bylaws and elected by the Board of Directors The officers shall be elected by the Board of Directors after its election by the Shareholders, and a meeting may be held without notice for this purpose immediately after the Annual Meeting of the Shareholders and at the same place. ARTICLE XVI. Eligibility of Officers The Chairman of the Board of Directors shall be a Director of the Corporation but need not be a Shareholder of the Corporation. The Vice Chairman, the President, Vice Presidents, Secretary, Treasurer, Controller, and such other officers as may be appointed may be, but need not be, Shareholders or Directors of the Corporation Any person may hold more than one office provided the duties thereof can be consistently performed by the same person, and except that the President and Secretary shall not be the same person. ARTICLE XVII. Additional Officers and Agents. The Board of Directors in its discretion may appoint one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers or agents as it may deem advisable, and prescribe the duties thereof. ARTICLE XVIII Chairman of the Board of Directors. The Chairman of the Board shall be elected from among the Directors of this Corporation. He may call meetings of the Board of Directors and of any committee thereof whenever he deems necessary. When present, he shall call to order and preside at all meetings of the Shareholders of this Corporation and of the Board of Directors He shall be the chief executive officer thereof, shall have general supervision over the business and policies of this Corporation, subject to control of the Board of Directors, and may perform all duties and exercise all powers as are conferred by these Bylaws, or by law, on the President except such duties, if any, as are required by law to be performed by a President or a Vice President. The Chairman of the Board is hereby authorized to sign certificates representing shares to which shareholders are entitled The Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. ARTICLE XIX Vice Chairman The Vice Chairman shall have the powers and authorities and shall perform all the duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. In the absence of the Chairman of the Board, the Vice Chairman shall perform the duties of such Chairman. He shall be the chief operating officer of this Corporation. Subject to control of the Board of Directors, he may perform all duties and exercise all powers as are conferred by these Bylaws, or by law, on the President except such duties as are required by law to be performed by a President, or a Vice President. The Vice Chairman is hereby authorized to sign certificates representing shares to which shareholders are entitled. ARTICLE XX. President In the absence of the Chairman of the Board and Vice Chairman, the President shall perform the duties of such Chairman In the absence of the Vice Chairman, the President shall perform the duties of such Vice Chairman. The President shall have the powers and authorities and shall perform all the duties commonly incident to his office and such other duties as the Board of Directors shall designate from time to time The President or n Vice President, or such other officer or officers as may be authorized by these Bylaws or such other person as is thereunto specifically authorized by vote of the Board of Directors, shall sign all bonds, deeds and contracts of this Corporation. The President or a Vice President or such other officer or officers as these Bylaws may prescribe shall sign all certificates representing shares of stock in this Corporation to which Shareholders are entitled. ARTICLE XXI. Vice Presidents Except as especially limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President, and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the Corporation He shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board of Directors, the Vice Chairman, or the President shall designate from time to time. From time to time, as it may determine advisable, the Board of Directors may designate one or more Executive Vice Presidents who, in the absence or disability of the President, shall be managing executive officers of this Corporation; provided that priority for exercise of such authority is granted to the Executive Vice President designated as "Senior" and is thereafter granted in order of original election to such office. An Executive Vice President shall possess all the powers conferred by these Bylaws on other Vice Presidents and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board of Directors, the Vice Chairman, or the President may designate from time to time. ARTICLE XXII. Secretary The Secretary shall keep accurate minutes of all meetings of the Shareholders, the Board of Directors and the Executive or other Committees of the Board of Directors, respectively, shall perform all the duties commonly incident to his office, and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time The Secretary shall have the power, together with the Chairman of the Board of Directors, the Vice Chairman, the President or a Vice President, to sign certificates of stock of the Corporation. In his absence an Assistant Secretary or a Secretary pro tempore shall perform his duties. The Secretary, any Assistant Secretary and any Secretary pro tempore shall be sworn to the faithful discharge of their duties. ARTICLE XXIII. Treasurer and Controller. The Treasurer shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office, and shall give bond (which shall be in the custody of the President) in such form and with such sureties as shall be required by the Board of Directors. The Controller shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors The Controller shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office, and shall give bond (which shall be in the custody of the Chief Executive Officer) in such form and with such sureties as shall be required by the Board of Directors ARTICLE XXIV. Removals The Shareholders may, at any meeting called for the purpose, by a vote of a majority of the shares of the capital stock issued and outstanding and entitled to vote, remove from office any Director and elect or appoint his successor, but this provision is subject to Paragraph 6 of Article VI of the Articles of Incorporation of the Corporation as amended. The Directors may, by vote of not less than a majority of the entire Board, remove from office any officer or agent or member or members of any Committees selected or appointed by them. ARTICLE XXV Vacancies. Any vacancy occurring in the Board of Directors (other than a vacancy created by an increase in the number of Directors, which is governed by Article IX of these Bylaws) may be filled for the unexpired term by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, but vacancies in the Board of Directors may be filled for the unexpired term by the Shareholders having voting power at a meeting called for that purpose, unless such vacancy shall have been filled by the Directors. If the office of any officer or agent, one or more, is or becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the Directors may, by a majority vote, elect a person to such office to serve until tile next annual meeting or until his successor shall be elected. ARTICLE XXVI. Capital Stock. The amount of capital stock, and of each class thereof, shall be as fixed in the Articles of Incorporation or in any lawful amendments thereto and the votes of the Corporation from time to time ARTICLE XXVII Certificates of Stock. Every Shareholder shall be entitled to a certificate or certificates representing shares of the capital stock of the Corporation in such form, complying with the law as may be prescribed by the Board of Directors, duly numbered and sealed with the corporate seal of the Corporation and setting forth the number and kind of shares to which such Shareholder is entitled. Such certificates shall be signed by the Chairman of the Board of Directors, the Vice Chairman, the President or a Vice President and by the Secretary or an Assistant Secretary. The Board of Directors may also appoint one or more Transfer Agents and/or Registrars for the stock of any class or classes and may require stock certificates to be countersigned by one or more of them. If certificates representing shares of capital stock of this Corporation are manually signed either by a Transfer Agent or by a Registrar, the signatures thereon of the Chairman of the Board of Directors, the Vice Chairman, the President or a Vice President and the Secretary or an Assistant Secretary of this Corporation may be facsimiles, engraved or printed. Any provisions of these Bylaws with reference to the signing of stock certificates shall include, in cases above permitted, such facsimile signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates, shall cease to be such officer or officers of this Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by this Corporation, such certificate or certificates may nevertheless be adopted by the Board of Directors of this Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of this Corporation. Any stock certificates bearing facsimile signatures of officers of this Corporation, as above provided, may also bear a facsimile of the seal of this Corporation. ARTICLE XXVIII. Transfer of Stock. Shares of stock may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same signed by the person appearing by the certificate to be the owner of the shares represented thereby. No transfer shall affect the right of the Corporation to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact, until such transfer is recorded upon the books of the Corporation or a new certificate is issued to the person to whom it has been so transferred. It shall be the duty of every Shareholder to notify the Corporation of his post office address. The Board of Directors shall have power to close the stock transfer books of this Corporation for a period not exceeding 50 days preceding the date of any meeting of Shareholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of Shareholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment or rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of this Corporation after any such record date fixed as aforesaid ARTICLE XXIX. Loss of Certificates. In case of the loss, mutilation or destruction of a certificate representing shares of stock, a duplicate certificate may be issued upon such terms as the Board of Directors may prescribe ARTICLE XXX. Seal. The seal of this Corporation shall consist of a flat-faced circular die with the words and figures "GULF STATES UTILITIES COMPANY CORPORATE SEAL 1925 TEXAS" cut or engraved thereon ARTICLE XXXI. Books and Records. Unless otherwise expressly required by the laws of the State of Texas, the books and the records of the Corporation may be kept outside of the State of Texas at such place or places as may be designated from time to time by the Board of Directors. ARTICLE XXXII. Amendments. These Bylaws may be amended, added to, altered or repealed by the Board of Directors of the Company. In the event of any such amendment, alteration or repeal of these Bylaws by the Board of Directors, the notice of the Annual Meeting of the Shareholders which shall thereafter first be sent to the Shareholders shall state that the Bylaws have been so amended, added to, altered or repealed and shall describe or set forth or be accompanied by statement describing or setting forth such amendment, addition, alteration or the text ~f any article which has been repealed. Notwithstanding anything hereinabove contained, these Bylaws may be amended, added to, altered or repealed at any Annual or Special Meeting of the Shareholders by vote in either case of a majority of the voting power of the shares of the capital stock issued and outstanding and entitled to vote in respect thereof, unless the question is one upon which by express provisions of law or of the Articles of Incorporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question, provided, however, that notice is given in the call of said meeting that an amendment, addition, alteration or repeal is to be acted upon. ARTICLE XXXIII, Indemnification. A. The Corporation shall indemnify any person who was or is a named defendant or respondent or is threatened to be made a named defendant or respondent in a proceeding (which shall ;include any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding including but not limited to any action, suit or proceeding brought by or in behalf of the Corporation) because the person is or was a director, officer, or employee of the Corporation, and any person who, while a director, officer, or employee is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, or is or was a nominee or designee of the Corporation who is or was serving at the request of the Corporation as a director or officer of any domestic or foreign corporation which is owned in whole or part by the Corporation, against, judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including but not limited to court costs and attorneys' fees) actually incurred by the person in connection with such proceeding, if the person (1) conducted himself or herself in good faith, (2) reasonably believed in the case of conduct in his or her official capacity as a director, officer, or employee of the Corporation, that his or her conduct was in the Corporation's best interests and in all other cases that his or her conduct was at least not opposed to the Corporation's best interests and (3) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. This indemnity is expressly intended to apply regardless of the sole, concurrent, or contributing negligence or fault of the person to be indemnified provided that the standards of conduct described in clauses (l), (2), and (3) are met. In addition to the other standards of conduct described in clauses (1), (2), and (3), indemnification and payment or reimbursement of expenses of employees under this Article XXXIII shall be provided for an employee (who is not a director or officer) only when the employee's conduct was within the course and scope of his or her employment by the Corporation. B. The Corporation shall indemnify a director, officer, or employee, or such A nominee or designee or person who, at the request of the Corporation, is serving in capacities described above against reasonable expenses (including but not limited to court costs and attorneys' fees) incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a director, officer, or employee, or such a nominee or designee if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding. C. Indemnification provided under Section A shall be made by the Corporation (except as provided in Section B) only if it is determined in accordance with the following procedures that the person has met the requirements set forth in Section A and that indemnification is permissible Such determination that indemnification is permissible under Section A shall be made (1) by a majority vote of a quorum consisting of directors who at the time of the vote were not named defendants or respondents in the proceeding, or (2) if such a quorum cannot be obtained by a majority vote of a committee of the board of directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding, or (3) by special legal counsel selected by the board of directors or a committee of the board by vote as set forth in subsections (1) or (2) of this Section C, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors, or (4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the persons did not meet the requirements set forth in Section A above. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom, The provisions of Section A are intended to make mandatory the indemnification permitted therein and, together with Article IX of the Restated Articles of Incorporation, shall constitute authorization of indemnification in the manner required Determinations as to reasonableness of expenses under Section A shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses shall be made in the manner specified in subsection (3) of the first paragraph of this Section C for the selection of special legal counsel. Determinations as to the reasonableness of expenses under Sections B and F shall be made in any manner which may be used to determine if indemnification is permissible under Section A. Action taken or omitted by a person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests of the Corporation D. Notwithstanding the provisions of Section A, except to the extent permitted by the next sentence, a person shall not be indemnified by the Corporation in respect of a proceeding in which the person is found liable on the basis that personal benefit was improperly received by the person, whether or not the benefit resulted from an action taken in the person's official capacity, or in which the person is found liable to the Corporation. If a person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (ii) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. E. Reasonable expenses incurred by a director, officer, or employee, or such a nominee or designee or person serving in capacities described above at the request of the Corporation who was, is, or is threatened to b~ made a named defendant or respondent in a proceeding, may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding and without any of the determinations specified in Section C after (1) the Corporation receives a written affirmation by the person of his or her good faith belief that he or she has met the standard of conduct that is necessary for indemnification under this Article XXXIII and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements. The written undertaking required by this Section E must be an unlimited general obligation of the person but need not be secured, and may be accepted without reference to financial ability to make repayment. F. Notwithstanding any other provision of this Article XXXIII, the Corporation shall pay or reimburse reasonable expenses incurred by a director, officer, or employee, or such a nominee or designee in person who, at the request of the Corporation, is serving in capacities described above in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. G. The indemnification provided by this Article XXXIII shall not be deemed to limit the powers of the Corporation to indemnify or to advance expenses to any person who is or was a director, officer, employee, agent, nominee, or designee of the Corporation conferred on the Corporation by the Texas Business Corporation Act (as now in effect or as same may be amended) or other applicable law and shall not be deemed exclusive of any rights to which those indemnified may be entitled under any agreement, contract, insurance, arrangement, vote of shareholders or disinterested directors, statute, court order, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office (including but not limited to service as plan fiduciary), and shall continue as to a person who has ceased to be a director, officer, employee, agent, nominee, or designee or person serving in a named capacity at the request of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. This Article XXXIII is intended to be consistent with the powers granted by the Texas Business Corporation Act, as heretofore and hereafter amended, and terms used herein shall be defiled and the provisions of this Article XXXIII shall be interpreted and applied consistently with such law. The provisions of this Article XXXIII shall be deemed several, and if and to the extent any provision of this Article XXXIII is determined not to be consistent with the provisions of such Act, as heretofore and hereafter amended, then the other provisions to the extent consistent shall remain valid and in full force and effect. H. The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, sole proprietorship, trust, or other enterprise, or employee benefit plan against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of the Restated Articles of Incorporation as amended, this Article XXXIII, the Texas Business Corporation Act, as heretofore and hereafter amended, or otherwise. Nothing in this Article XXXIII is intended to authorize a double payment to a person entitled to indemnification or reimbursement by the Corporation pursuant to this Article XXXIII of an amount actually paid to such person or expended for such person's benefit under any such insurance or other arrangement. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement the Corporation may, for the benefit of persons indemnified by the Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surely arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the board of directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation In the absence of fraud, the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement. I. Any indemnification of or advance of expenses to any person in accordance with this Article XXXIII or otherwise shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting, and, in any case, within the twelve (12) month period immediately following the date of the indemnification or advance. Failure to make or delay in making any such report shall not affect the Corporation's obligation to make any such indemnification or advance J. The indemnification provided hereunder to any person who is or was serving as an employee benefit plan fiduciary shall not operate to relieve any such person who acts as a plan fiduciary from any responsibility or liability under applicable laws, and the indemnification provided hereunder to a plan fiduciary is limited to satisfaction of liabilities incurred by such person as a plan fiduciary, subject to the terms and conditions stated in this Article XXXIII. For purposes of this Article XXXIII, the Corporation shall be deemed to have requested a director or officer to serve an employee benefit plan whenever the performance by him or her of his or her duties to the Corporation also imposes duties on or otherwise involves services by him or her to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a director or officer with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. K. These indemnities shall apply with respect to acts, omissions, and occurrences before or after September 3, 1987; provided that (i) if the indemnities in effect prior to such date should operate in any respect to provide greater indemnification for the person affected or (ii) if it should be determined that these indemnities may not lawfully be applied retroactively from date of adoption, then the indemnities in effect prior to such date shall continue to apply and shall be effective and enforceable with respect thereto. Unanimous Action of Shareholder of Gulf States Utilities Company The undersigned, Entergy Corporation, acting by and through its Chairman of the Board of Directors and Chief Executive Officer, Edwin Lupberger, being the owner of all of the outstanding stock of Gulf States Utilities Company, does hereby waive notice of time and place of a special meeting of Gulf States Utilities Company Shareholders, and pursuant to authority in Article 9.10A of the Texas Business Corporation Act, does hereby take the following action without a meeting and consents to such action by its execution of this consent, intending It to have the same force and effect as a unanimous vote at a meeting. RESOLVED, that Article II and Article III of the Bylaws of the Company are amended to read as follows: ARTICLE II. Shareholders' Meetings. All meetings of the Shareholders shall be held at a place and time to be set either by the Shareholders or by the Board of Directors. With or without motion, the Chairman of any meeting of the Shareholders may appoint Inspectors and Tellers for such meeting who shall examine into the qualifications of the Shareholders present in person or represented at the meeting by proxy, report the shares represented at the meeting and tabulate the vote on such matters as may come before the meeting. ARTICLE III. Annual Meeting. The Annual Meeting of the Shareholders of this Corporation shall be held on a date selected either by the Shareholders or by the Board of Directors. RESOLVED, that the first paragraph of Article IX of the Bylaws of the Company is amended to read as follows: "The Shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Company, provided that the number so fixed shall not be less than three (3) or more than fifteen (1 5).u RESOLVED, that the number of directors of Gulf States Utilities Company is fixed at six (6) and the following directors are hereby elected to serve until the next annual meeting and/or until their successors are duly elected and qualified: Michael B. Bemis Frank F. Gallaher Donald C. Hintz Jerry D. Jackson Edwin Lupberger Jerry L. Maulden EXECUTED AND CONSENTED to this 5th day of May, 1994. ENTERGY CORPORATION By Edwin Lupberger Chairman of the Board and Chief Executive Officer Unanimous Written Consent of the Board of Directors of Entergy Gulf States, Inc. The undersigned, being all of the Directors of Entergy Gulf States, Inc., a Texas corporation, do hereby unanimously consent, pursuant to Article 9.10B of the Texas Business Corporation Act, to the adoption, and do hereby adopt, the following resolutions without a meeting, the necessity of a meeting and any and all notices with respect thereto being hereby expressly waived: RESOLVED, that Article XV, Article XVI, Article XVII, Article XVIII, Article XIX, Article XX, Article, XXI, Article XXII, Article XXIII, Article XXIV and Article XXV of the bylaws of the Corporation be deleted and replaced with the following: ARTICLE XV Officers The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Texas, individuals may occupy more than one office. ARTICLE XVI Subordinate Officers The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. ARTICLE XVII Chairman of the Board The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore the Chairman of the Board need not be an officer of the Company. ARTICLE XVIII President The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. ARTICLE XIX Vice President Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. ARTICLE XX Secretary The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. ARTICLE XXI Treasurer and Controller The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. ARTICLE XXII Resignations Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, a Chairman of the Board, the Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. ARTICLE XXIII Vacancies, Absences Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. RESOLVED, That current Articles XXVI - XXIII of the bylaws of the Corporation and all references in the bylaws thereto, be renumbered in sequence following the Articles amended above. RESOLVED, That Wayne Leonard be, and he hereby is, elected Chairman of the Board of the Corporation. RESOLVED, That an Executive Committee be elected consisting of Messrs. Leonard (Chairman), Maulden and Jackson. RESOLVED, That James A. Caillier, G. Lee Griffin, Frank W. Harrison, Jr., James E. Taussig, II, Nancy Beaulieu, Jack Hightower, Richard Hile, William F. Klausing, M. Bookman Peters, Sam F. Segnar and Martha Smiley be, and they hereby are, elected Advisory Directors of the Company to serve until the next election of Advisory Directors and until their successors are elected and qualified. RESOLVED, That Coopers & Lybrand be, and they hereby are, appointed as independent accountants of the Company to perform the audit of the Company's books for the year 1998. RESOLVED, That the Approval Authority Policy, as attached, be, and it hereby is, approved. RESOLVED, That the following persons be, and they hereby are, elected to the offices set opposite their names to serve until the next election of officers and until their successors are elected and qualified: Wayne Leonard Chief Operating Officer Jerry L. Maulden Vice Chairman John J. Cordaro President-Louisiana William D. Bandt Executive Vice President-Retail Services Frank F. Gallaher Executive Vice President and Chief Utility Operating Officer Donald C. Hintz Executive Vice President and Chief Nuclear Operating Officer Jerry D. Jackson Executive Vice President and Chief Administrative Officer C. John Wilder Executive Vice President and Chief Financial Officer C. Gary Clary Senior Vice President-Human Resources and Administration Naomi A. Nakagama Senior Vice President-Finance and Treasurer Michael G. Thompson Senior Vice President, General Counsel and Secretary Louis E. Buck, Jr. Vice President, Chief Accounting Officer and Assistant Secretary William E. Colston Vice President-Customer Service Shelton G. Cunningham Vice President-Regulatory and Governmental Affairs-Louisiana Steven C. McNeal Vice President-Corporate Finance and Assistant Treasurer J. Parker McCollough Vice President-State Governmental Affairs-Texas Laurence M. Hamric Assistant Secretary Christopher T. Screen Assistant Secretary Bruce A. Dennis Assistant Treasurer RESOLVED, That John J. Cordaro be, and he hereby is, deemed for statutory purposes to be the President of the Company. Effective Date: July 6, 1998 __________________________ __________________________ John J. Cordaro Jerry D. Jackson __________________________ __________________________ Frank F. Gallaher Wayne Leonard __________________________ __________________________ Donald C. Hintz Jerry L. Maulden EX-3 4 Exhibit 3(c) BY-LAWS OF ENTERGY LOUISIANA, INC. AS OF JULY 6, 1998 Section 1. The annual meeting of the stockholders of the Corporation for the election of directors and such other business as shall properly come before such meeting shall be held in May of each year on a date and at a time and place to be fixed by the Board of Directors of the Company at least thirty (30) days before the date of such meeting so fixed. Section 2. Special meetings of the stockholders may be held at the registered office of the Corporation in the City of New Orleans, Louisiana, or at such other place or places as the Board of Directors may from time to time determine. Section 3. Special meetings of the stockholders of the Corporation may be held upon the order of the chief executive officer (whether the Chairman of the Board or the President), the Board of Directors, the Executive Committee or of stockholders of record holding one-fourth of the outstanding stock entitled to vote at such meetings. Section 4. Notice of every meeting of the stockholders shall be given in the manner provided by law to each stockholder entitled thereto unless waived by such stockholder. Section 5. The holders of a majority of the outstanding stock of the Corporation entitled to vote upon any matter to be acted upon present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of stockholders but less than a quorum shall have power to adjourn. Section 6. Certificates of stock shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Corporation. If certificates of stock of this Corporation are countersigned by a transfer agent or by a registrar, other than the Corporation itself, the signatures thereon of the Corporation's officers may be facsimiles. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of this Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by this Corporation, such certificate or certificates may, nevertheless, be adopted by the Board of Directors of this Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of this Corporation. Any stock certificates bearing facsimile signatures of officers of this Corporation, as above provided, may also bear a facsimile of the seal of this Corporation. Section 7. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on the surrender of the certificates therefor duly endorsed for transfer. Section 8. Meetings of the Board of Directors may be held within or without the State of Louisiana, at the times fixed by resolution of the Board or upon the order of the Chairman of the Board or the President or a Vice President or any two directors. Meetings of the Board of Directors may be held by means of telephone conference calls, in which connection (a) the directors may participate in and hold such a meeting by means of conference telephone or similar communications equipment provided that all persons participating in the meeting can hear and communicate with each other, and (b) participation in such a meeting shall constitute presence in person at such meeting except where such participation is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The Secretary or other officer performing his duties shall give at least two days' notice of all meetings of directors, provided, however, that a meeting may be held immediately after the annual election of directors without notice, and that a meeting may be held at any other time without notice if all the directors are present or those not present waive notice either before, at or after the meeting. Notice by mail or telegraph to the usual business or residence address of the director at least two days before the meeting shall be sufficient. The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore, the Chairman of the Board need not be an officer of the Corporation. Section 9. The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Louisiana, individuals may occupy more than one office. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. Vacancies; Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. Section 10. The officers of the Corporation shall have such duties as usually pertain to their offices, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors. Section 11. No person shall be eligible to be or shall be elected or appointed or re-elected or re-appointed as a director of the Corporation after such person shall have attained the age of seventy (70) years. Section 12. The Board of Directors may alter or amend these By-Laws at any meeting duly held as herein provided. EX-3 5 Exhibit 3(d) BY-LAWS OF MISSISSIPPI POWER & LIGHT COMPANY AS OF DECEMBER 10, 1993 SECTION 1 - The Annual Meeting of the Stockholders of the Corporation for the election of Directors and such other business as shall property come before such meeting shall be held at the office of the Corporation in the City of Jackson, Mississippi, on the fourth Thursday in May in each year, at ten o'clock in the morning, unless such day is a legal holiday in the State of Mississippi, in which case such meeting shall be held oo the first day thereafter which is not a legal holiday, or at such other place within or without the State of Mississippi and at such other time as the Board of Directors may by resolution designate. SECTION 2 - Special Meetings of the Stockholders may be held at the principal office of the Corporation in the City of Jackson, Mississippi, or at such other place or places as the Board of Directors may from time to time determine. SECTION 3 - Special Meetings of the Stockholders of the Corporation may be held upon the order of the Chairman of the Board, the Board of Directors, the Executive Committee, or of Stockholders of record holding one-tenth of the outstanding stock entitled to vote at such meetings. SECTION 4 - Notice of every meeting of Stockholders shall be given in the manner provided by law to each Stockholder entitled thereto unless waived by such Stockholder. SECTION 5 - The holders of a majority of the outstanding stock of the Corporation entitled to vote upon any matter to be acted upon present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of Stockholders but less than a quorum shall have power to adjourn. SECTION 6 - Certificates of stock shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary, but where any such certificate is signed by a Transfer Agent and by a Registrar, the signature of any such officer or officers and the seal of the Company upon such certificates may be facsimile, engraved or printed. SECTION 7 - The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on the surrender of the certificates therefor duly endorsed for transfer. SECTION 8 - The Board of Directors of the Corporation shall consist of fifteen members. Each director shall hold office until the next annual Meeting of Stockholders of the Corporation and until his successor shall have been elected and qualified. Directors need not be residents of the State of Mississippi. Meetings of the Board of Directors may be held within or without the State of Mississippi, at the time fixed by Resolution of the Board or upon the order of the Chairman of the Board, the President, a Vice President, or any two Directors. The Secretary or any other Officer performing his duties shall give at least two days' notice of all meetings of the Board of Directors in the manner provided by law, provided however, a director may waive such notice in the manner provided by law. SECTION 9 - All Officers of the Corporation shall hold their offices until their respective successors are chosen and qualify, but any Officer may be removed from office at any time by the Board of Directors. SECTION 10 - The Officers of the Corporation shall have such duties as usually pertain to their offices, except as modified by the Board of Directors or the Executive Committee, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors or the Executive Committee. The Chairman of the Board shall be the Chief Executive Officer of the Company, unless such title shall be otherwise conferred by the Board, and the Chief Executive Officer shall have supervision of the general management and control of its business and affairs, subject, however, to the orders and directions of the Board of Directors and of the Executive Committee. The Chairman of the Board shall preside at all meetings of the Stockholders, Directors, and Executive Committees. SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may elect, each year after their election, an Executive Committee to be comprised of not less than three directors, the Chairman of which shall be the Chairman and CEO of the Company. The Vice Chairman and Chief Operating Officer of the Company shall also be a member and the balance of the membership shall be comprised of non-employee (outside) directors. The Committee, when the Board is not in session, shall have and exercise all of the power of the Board in the management of the business and affairs of the Company within limits set forth in the Executive Committee Charter. SECTION 12 - OTHER COMMITTEES - From time to time the Board of Directors, by the affirmative vote of a majority of the whole Board may appoint other committees for any purpose or purposes, and such committees shall have such powers as shall be conferred by the Resolution of appointment. SECTION 13 - INDEMNIFICATION 13.1 Definitions - In this bv-law: (1) "Director mean an individual who is or was a director of the Corporation or, unless the context requires otherwise, an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including charitable, non-profit or civic organizations. A director is considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes unless the context requires otherwise, the estate of personal representative of a director. (2) "Employee" means an individual who is or was an employee of the Corporation, or, unless the context requires otherwise, an individual who, while an employee of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including charitable, non-profit or civic organizations. An employee is considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Employee" includes, unless the context requires otherwise, the estate or personal representative of an employee. (3) "Expenses" include counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, or reasonable expenses incurred with respect to a proceeding. Without any limitation whatsoever upon the generality thereof, the term "fine" as used in this Section shall include (1) any penalty imposed by the Nuclear Regulatory Commission (the "NRC"), including penalties pursuant to NRC regulations, 10 CFR Part 21, (2) penalties or assessments (including any excise tax assessment) with respect to any employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as amended, or otherwise, and (3) penalties pursuant to any Federal, state or local environmental laws or regulations. (5) "Officer" means an individual who is or was an officer of the Corporation, or, unless the context requires otherwise, an individual who, while an officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including charitable, non-profit or civic organizations. An officer is considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer. (6) "Official capacity" means: (i) when usedwith respect to a director, the office of director in the Corporation; and (ii) when used with respect to an individual other than a director as contemplated in Section 13.7, the office in the Corporation held by the officer or the employment undertaken by the employee on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, including charitable, non-profit or civic organizations. (7) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (8) "Proceeding" means any threatened, pending, or completed action suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. 13.2 Authority to Indemnify (a) Except as provided in subsection (d), the Corporation shall indemnify an individual made a party to a proceeding because he is or was a director aqainst liability incurred in the proceeding if: (1) He conducted himself in good faith; and (2) He reasonably believed: (i) In the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests, and (3)In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful (b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interest of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii). (c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) The corporation shall not indemnify a director under this section: (1)In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or (2) In connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding. (f) The Corporation shall have power to make any further indemnity, including advance of expenses, to and to enter contracts of indemnity with any director that may be authorized by the articles of incorporation or any bylaw made by the shareholders or any resolution adopted, before or after the event, by the shareholders, except an indemnity against his gross negligence or willful misconduct. Unless the articles of incorporation, or any such bylaw or resolution provide otherwise, any determination as to any further indemnity shall be made in accordance with subsection (b) of Section 13.6. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such person. 13.3 Mandatorv Indemnification The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the Corporation against reasonable expenses incurred by him in connection with the proceeding. 13.4 Advance for Expenses (a) The Corporation shall pay for or reimburse thereasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1)The director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 13.2; (2)The director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (3)A determination is made that the facts then known to those making the determination would not preclude indemnification under these By-Laws. (b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 13.6. 13.5 Court-Ordered Indemnification A director of the Corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction as provided by law 13.6 Determination and Authorization of Indemnification (a) The Corporation may not indemnify a director under Section 13.2 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 13.2 (b) The determination shalI be made: (1)By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2)If a quorum cannot be obtained under subsection (b) (1), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (3)By special legal counsel: (i) Selected by the Board of Directors or ts committee in the manner prescribed in subsection (b) (1) or (b) (2); or (ii) If a quorum of the Board of Directors cannot be obtained under subsection (b) (1) and a committee cannot be designated under subsection (b) (2), selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b) (3) to select counsel. 13.7 Indemnification of Officers, Employees and Agents (1) An officer of the Corporation who is not a director is entitled to mandatory indemnification under Section 13.3, and is entitled to apply for court-ordered indemnification under Section 13.5, in each case to the same extent as a director; and (2) The Corporation shall indemnify and advance expenses under these By-Laws to an officer or employee of the Corporation who is not a director to the same extent as to a director as provided under Sections 13.2, 13.4 and 13.6. 13.8 Insurance If authorized by the Board of Directors, the Board of Directors of Middle South Utilities. Inc. and/or otherwise property authorized, the Corporation shall purchase and maintain insurance on behalf of an individual who is or was a director, office, or employee of the Corporation against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer or employee, whether or not the Corporation would have power to indemnify him against the same liability under Sections 13.2 or 13.3. If further authorized as provided in this subsection, the Corporation shall purchase and maintain such insurance on behalf of an individual who is or was a director, officer or employee who, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including charitable, non-profit or civic organizations, whether or not the Corporation would have power to indemnify him against the same liability under Sections 13.2 or 13.3. 13.9 Application of By-Law (a) This By-Law does not limit the Corporations power to pay or reimburse expenses incurred by a director, officer or employee in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding. (b) The foregoing rights shall not be exclusive of other rights to which any director, officer or employee may otherwise be entitled. (c) The foregoing shall not limit any right or power of the Corporation to provide indemnification as allowed by statute or otherwise. 13.10 Rights Deemed Contract Rights All rights to indemnification and to advancement of expenses under these By-Laws shall be deemed to be provided by a contract between the Corporation and the director, officer or employee who serves in such capacity at any time while these By-Laws are in effect. Any repeal or modification of this By-Law shall not affect any rights or obligations then existing. SECTION 14 - The Board of Directors may alter or amend these by-laws at any meeting duly held as herein provided. Mississippi Power & Light Company Action of Stockholders Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the Mississippi Code of 1972, the undersigned Entergy Corporation, being the owner of all issued and outstanding shares of the common stock of Mississippi Power & Light Company, hereby adopts the following resolutions as the action of stockholders: RESOLVED, That the first sentence of Section 8 of the bylaws of Mississippi Power & Light Company is amended to read as follows: "SECTION 8 - Notwithstanding any other provision in these bylaws of the Corporation to the contrary, the stockholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Company, provided that the number so fixed shall not be less than three (3) or more than fifteen (15)." RESOLVED, That the first sentence of Section 11 of the bylaws of Mississippi Power & Light Company is amended to read as follows: "SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may elect an Executive Committee to consist of at least two members of the Board of Directors." RESOLVED, That the number of members of the Board of Directors of the Corporation is fixed at six (6) and the following persons are elected as Directors of Mississippi Power & Light Company to hold office for the ensuing year and until their successors shall have been elected and qualified: Michael B. Bemis Donald C. Hintz Jerry D. Jackson Edwin A. Lupberger Jerry L. Maulden Donald E. Meiners All requirements of notice of this meeting are hereby waived and, where permissible, the actions taken herein shall be effective as of May 5, 1994. Date: May 25, 1994 ENTERGY CORPORATION /s/ Edwin A. Lupberger Edwin A. Lupberger Chairman of the Board and Chief Executive Officer MISSISSIPPI POWER & LIGHT COMPANY Action of Stockholders Pursuant to 79-4-7.04 and 79-4-10.20 of the Mississippi Code Ann. (Supp. 1989), the undersigned Entergy Corporation, being the owner of all issued and outstanding shares of the common stock of Mississippi Power & Light Company, hereby adopts the following resolution as the action of stockholders: RESOLVED, That the second sentence of Section 11 of the bylaws of Mississippi Power & Light Company is amended to read as follows: "The Vice Chairman and Chief Operating Officer of the Company shall also be a member of the Executive Committee." and further RESOLVED, that Edwin Lupberger, Jerry L. Maulden and Jerry D. Jackson shall continue as the members of the Executive Committee of Mississippi Power & Light Company until the next Annual Meeting (or Unanimous Written Consent in Lieu Thereof) of Shareholders of Mississippi Power & Light Company. All requirements of notice of this meeting are hereby waived and the actions taken herein shall be effective as of the date of execution hereof. Date: April 5, 1995 ENTERGY CORPORATION /s/ Edwin A. Lupberger Edwin A. Lupberger Chairman of the Board and Chief Executive Officer Unanimous Written Consent of the Board of Directors of Entergy Mississippi, Inc. The undersigned, being all the Directors of Entergy Mississippi, Inc., a Mississippi corporation (the "Corporation"), do hereby waive all notice and the holding of a meeting, and pursuant to the provisions of Miss.Code Ann. 79-4-10.03 and 79-4-7.04, do hereby take the following action without a meeting and consent to such action by our execution of this consent, intending it to have the same force and effect as a unanimous vote at a meeting: RESOLVED, that Section 8 of the bylaws of the Corporation be amended by adding an additional paragraph thereto which shall be and read as follows: "The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore, the Chairman of the Board need not be an officer of the Corporation." RESOLVED, that Sections 9 and 10 of the bylaws of the Corporation be deleted and replaced with the following Sections 9 and 10: SECTION 9. a) The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Mississippi, individuals may occupy more than one office. b) President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. c) Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. d) Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. e) Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. f) Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. g) Vacancies; Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. SECTION 10. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. RESOLVED, That Wayne Leonard be, and he hereby is, elected Chairman of the Board of the Corporation. RESOLVED, That an Executive Committee be elected consisting of Messrs. Leonard (Chairman), Maulden and Jackson. RESOLVED, That Robert E. Kennington, II, E. B. Robinson, Jr. and Robert M. Williams, Jr. be, and they hereby are, elected Advisory Directors of the Company to serve until the next election of Advisory Directors and until their successors are elected and qualified. RESOLVED, That Coopers & Lybrand be, and they hereby are, appointed as independent accountants of the Company to perform the audit of the Company's books for the year 1998. RESOLVED, That the Approval Authority Policy, as attached, be, and it hereby is, approved. RESOLVED, That the following persons be, and they hereby are, elected to the offices set opposite their names to serve until the next election of officers and until their successors are elected and qualified: Wayne Leonard Chief Operating Officer Jerry L. Maulden Vice Chairman Donald E. Meiners President William D. Bandt Executive Vice President-Retail Services Frank F. Gallaher Executive Vice President and Chief Utility Operating Officer Jerry D. Jackson Executive Vice President and Chief Administrative Officer C. John Wilder Executive Vice President and Chief Financial Officer C. Gary Clary Senior Vice President-Human Resources and Administration Naomi A. Nakagama Senior Vice President-Finance and Treasurer Michael G. Thompson Senior Vice President, General Counsel and Secretary Louis E. Buck, Jr. Vice President, Chief Accounting Officer and Assistant Secretary Steven C. McNeal Vice President-Corporate Finance and Assistant Treasurer Bill F. Cossar Vice President-State Governmental Affairs Laurence M. Hamric Assistant Secretary Christopher T. Screen Assistant Secretary James W. Snider, Jr. Assistant Secretary Bruce A. Dennis Assistant Treasurer Effective Date: July 6, 1998 _______________________ _______________________ Frank F. Gallaher Wayne Leonard _______________________ _______________________ Donald C. Hintz Jerry L. Maulden _______________________ _______________________ Jerry D. Jackson Donald E. Meiners EX-3 6 Exhibit 3(e) By-Laws of Entergy New Orleans, Inc. As of July 6, 1998 Section 1. The annual meeting of the stockholders of the Corporation for the election of directors and such other business as shall properly come before such meeting shall be held in May of each year on a date and at a time and place to be fixed by the Board of Directors of the Company at least thirty (30) days before the date of such meeting so fixed. Section 2. Special meetings of the stockholders of the Corporation may be held upon the call of the President, the Board of Directors or of the stockholders holding one-fifth of the outstanding Common Stock, at the office of the Company in the State of Louisiana. Such call shall state the purpose, place and time of the meeting. Section 3. Notice of the time, place and purpose of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least fifteen (15) days before the meeting, to each stockholder entitled to vote in accordance with Section 5 hereof, at his last known post office address, provided, however, that if the stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder is unnecessary. Section 4. The holders of forty per centum (40%) of the stock of the Corporation entitled to vote, present in person or by proxy, shall constitute a quorum, but less than a quorum shall have power to adjourn. Section 5. At all meetings of stockholders each common stockholder shall be entitled to one vote for each share of stock held by him and may vote and otherwise act in person or by proxy, but no proxy shall be voted more than eleven (11) months after its date. Section 6. At least two (2) days before each election by the stockholders a full list of stockholders entitled to vote at the election, arranged in alphabetical order with the residence of each and the number of shares held by each, shall be prepared by the Secretary or officer designated by the Board of Directors and filed in the principal office of the Corporation, which shall at all times during the usual hours of business, for said two (2) days and during the election, be open to the examination of any stockholder. Section 7. Certificates of stock shall be of such form and device as the Board of Directors may elect, and shall be signed by, or bear the facsimile signatures of, the President or Vice-President, and either the Secretary or Assistant Secretary, or the Treasurer or Assistant Treasurer. Section 8. The stock of the Corporation shall be transferable or assignable on the books of the Corporation by the holders in person or by attorney on the surrender of the certificates therefor. The Board of Directors may appoint one or more transfer agents and registrars of the stock. The books for the transfer of the stock may be closed for such periods before and during the payment of dividends and the holdings of meetings of stockholders, not to exceed thirty (30) days at any one time, as the Board of Directors may from time to time determine; and the Corporation shall make no transfer of stock on its books during such period. Section 9. The affairs of the Corporation shall be managed by a Board consisting of not less than three (3) nor more than fifteen (15) directors, who shall be elected annually by the stockholders by ballot, to hold office until their successors are elected and qualified. The number of persons, within the foregoing limits, to compose the Board of Directors at any given time shall be fixed by either the stockholders or by the Board of Directors. The stockholders at any meeting, by a majority vote of all the outstanding Common Stock, may remove any director and fill the vacancy. Vacancies in the Board of Directors or in the offices, except vacancies in the Board of Directors caused by an increase in the number of directors, may be filled by the Board at any meeting. Vacancies in the Board of Directors arising from an increase in the number of directors shall be filled at the annual meeting or at a special meeting of stockholders called for that purpose. The Board of Directors shall have power and authority to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee and all other committees, and to determine the amount of such compensation or fees. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another business, foreign or nonprofit Corporation, partnership, joint venture or other enterprise, against expenses (including attorneys' fees), judgments, fines, settlements, and any other penalty regardless of statutory characterization, actually and reasonably incurred by such person in connection with such suit or proceeding if such person acted in good faith, not contrary to Corporation instructions or rules, in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful; provided that in case of actions by or in the right of the Corporation, the indemnity shall be limited to expenses (including attorneys' fees and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the action to conclusion) actually and reasonably incurred in connection with the defense or settlement of such action; and provided, further, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court and the Board of Directors by a majority vote of a quorum of disinterested directors shall determine, upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court and the Board of Directors by a majority vote of a quorum of disinterested directors shall deem proper. Any indemnification under this Section shall be made by the Corporation only as authorized in a specific case upon a determination that the applicable standards of conduct set out above have been met. Such determination can be made (1) by the Board of Directors by a majority vote of a quorum of disinterested directors, or (2) if such a quorum is not obtainable or a quorum of disinterested directors so directs, by independent legal counsel. The body or person making the determination may waive the requirement concerning conformity to Corporation instructions or rules. The other standards may not be waived. However, any act or omission undertaken in good faith in response to an order or other enforcement mechanism of a federal, state or local authority, shall be construed to be in the best interest of the Corporation in conformity to corporate instructions and rules. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. Expenses incurred in defending such an action, suit or proceeding, may be paid by the Corporation in advance of the final disposition thereof if authorized by the Board of Directors in the manner provided immediately above, upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Section. The indemnification provided above shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any by-law, agreement, authorization of shareholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit of such person's legal representatives. Section 10. Meetings of the Board of Directors shall be held at the time fixed by resolution of the Board or upon call of the President or a Vice President or any two directors. Meetings of the Board of Directors may be held by means of telephone conference calls, in which connection (a) the directors may participate in and hold such a meeting by means of conference telephone or similar communications equipment provided that all persons participating in the meeting can hear and communicate with each other, and (b) participation in such a meeting shall constitute presence in person at such meeting except where such participation is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The Secretary or officer performing his duties shall give reasonable notice (which need not exceed two (2) days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all directors are present or if those not present waive notice either before or after the meeting. Notice by mailing or telegraph to the usual business or residence address of the director shall be sufficient. Five (5) members of the Board shall constitute a quorum. Section 11. The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore, the Chairman of the Board need not be an officer of the Corporation. Section 12 a) The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Louisiana, individuals may occupy more than one office. b) President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. c) Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. d) Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. e) Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. f) Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. g) Vacancies; Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. Section 13. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. Section 14. The Board of Directors, as soon as may be after the election in each year, may, by a resolution passed by a majority of the whole Board, appoint an Executive Committee, to consist of such number of the directors, not less than three (3), as the Board may from time to time determine, which shall have and may exercise during the intervals between the meetings of the Board all the powers vested in the Board except (a) the power to fill vacancies in the Board (b) the power to change the membership of or fill vacancies in said Committee and (c) the power to change the By-Laws. The Board shall have the power at any time to change the membership of such Committee and to fill vacancies in it. The Executive Committee may make rules for the conduct of its business and may appoint such committees and assistants as it may deem necessary. A majority of the members of said Committee shall constitute a quorum. The Board shall designate the Chairman of the Executive Committee. Section 15. The Board of Directors is authorized to select such depositaries as they shall deem proper for the funds of the Corporation. All checks and drafts against such deposited funds shall be signed and countersigned by officers or persons to be specified by the Board of Directors or the Executive Committee. Section 16. The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. Section 17. Either the Board of Directors or the stockholders may alter or amend these By-Laws at any meeting duly held as above provided, the notice of which includes notice of the proposed amendment. EX-3 7 Exhibit 3(f) BY-LAWS OF SYSTEM ENERGY RESOURCES, INC. EFFECTIVE MAY 4, 1989 ARTICLE I OFFICES The principal business office of the corporation shall be in Jackson, Mississippi. The corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at the offices of the corporation in the City of Jackson, Mississippi, unless some other place for said meeting, either within or without the State of Arkansas, shall have been fixed by the Board of Directors and set forth in the notice of meeting. Section 2. Annual Meeting. The annual meeting of stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at 10:00 o'clock in the forenoon, on the third Friday in the month of May in each year, unless that day shall be a legal holiday, in which event the meeting shall be held on the next succeeding business day not a legal holiday; provided, however, that the Board of Directors may by resolution fix a different time of day for the holding of any particular annual meeting. Section 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of the chief executive officer of the corporation and shall be called by the Chairman of the Board or the President at the request in writing of any three Directors, a majority of the Executive Committee or stockholders holding 10% of the capital stock entitled to vote at such time. The notice of each special meeting shall state the purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Section 4. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten or more than sixty days before such meeting (except as otherwise provided by Arkansas law) to each stockholder of record entitled to vote at his address as it appears upon the stock book of the corporation. Section 5. Organization. The chief executive officer or, in his absence, a person appointed by him or, in default of such appointment, the officer next in seniority of position, shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary of the corporation, if present, shall act as secretary of all meetings of stockholders, and in his absence, the presiding officer may appoint a secretary. Section 6. Order of Business. At all meetings of the stockholders the order of business shall be as follows: (a)call to order; (b)appointment of a secretary, if necessary; (c)presentation of proof of the due calling of the meeting; (d)presentation and examination of proxies, and determination of the number of shares present in person or by proxy and entitled to vote; (e)reading and settlement of the minutes of the previous meeting; (f)reports of officers and committees, if any; (g)the election of Directors if the meeting is an annual meeting or a meeting called for that purpose; (h)unfinished business; (i)new business; and (j)adjournment. Section 7. No meeting of stockholders, including annual meetings, need be held if the action desired is authorized by a consent as permitted by the Amended and Restated Articles of Incorporation. ARTICLE III DIRECTORS Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors. Section 2. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary of the corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. Section 3. Meetings. Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Arkansas, as may from time to time be fixed by resolution of the Board or by the Chairman of the Board, the President or a Vice President and as may be specified in the notice or waiver of notice of any meeting. Meetings may be held at any time upon the call of the chief executive officer of the corporation or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the board, but in any event at intervals of not more than three months. Section 4. Meetings. Participation. Members of the Board of Directors may participate at Board Meetings either by attending in person or by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear and communicate with each other. Participation by means of conference telephone or similar communications equipment shall constitute presence at such meetings. Section 5. Board Action Without a Meeting. Action taken by a majority of the Directors without a meeting in respect to any corporate matter is nevertheless valid Board action if either before or after such action is taken all members of the Board sign, and file with the Secretary of the corporation, for inclusion in the corporate minute book, a memorandum showing (a) the nature of the action taken, (b) that each member of the Board consented to the Board acting informally in respect to such matter, and (c) the names of the Directors who approve the action taken and the names of those who oppose it, if any. ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than three or more than five members, to serve during the pleasure of the Board, to consist of the Chairman of the Board, the President and such additional Directors as the Board may from time to time designate. The chief executive officer of the corporation shall be Chairman of the Executive Committee. Section 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. A majority of the members shall be necessary to constitute a quorum and action shall be taken by a majority vote of those present. Section 3. Powers and Reports. During the intervals between the meetings of the Board of Directors, the Executive Cornmittee shall possess and may exercise all the powers of the Board in the management and direction of the business and affairs of the corporation (except as otherwise provided by Arkansas law). The taking of action by the Executive Committee shall be conclusive evidence that the Board was not in session when such action was taken. The Executive Committee shall keep regular minutes of its proceedings and all action by the Executive Committee shall be reported to the Board at its meeting next following the meeting of the Executive Cornmittee and shall be subject to revision or alteration by the Board; provided, that no rights of third parties shall be affected by such revision or alteration. Section 4. Other Committees. From time to time the Board of Directors, by the affirmative vote of a majority of the whole Board, may appoint other committees for any purpose or purposes, and such committees shall have such powers as shall be conferred by the resolution of appointment. Section 5. Meetings. Participation. Members of the Executive Committee or any other committee may participate at meetings either by attending in person or by means of conference telephone or similar cornmunications equipment, provided that all persons participating in the meeting can hear and communicate with each other. Participation by means of conference telephone or similar communications equipment shall constitute presence at such meetings. ARTICLE V OFFICERS Section 1. Executive Officers. As executive officers, the Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer, and in their discretion, one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the corporation who, subject to the direction of the Board of Directors and of the Executive Committee, shall have direct charge of and general supervision over the business and affairs of the corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders, or by written consent in lieu of such meeting, and each shall hold office until his successor shall have been duly elected and qualified, or until he shall have died or resigned or shall have been removed by a majority vote of the whole Board. Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. He shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the President shall have been designated chief executive officer of the corporation, by the President. Section 3. President. The President shall be a member of the Board of Directors. He shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board shall have been designated chief executive officer of the corporation, by the Chairman of the Board. At any time when the office of the Chairman of the Board shall be vacant or if the Board of Directors shall not elect a Chairman of the Board, the President of the corporation shall be the chief executive officer of the corporation and have the powers of that office specified in Section 1 of this Article V. Section 4. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chairman of the Board or the President. Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for that purpose; he shall see that all notices are duly given in accordance with the provisions of law and these By-Laws; he shall be custodian of the records and of the corporate seal of the corporation; he shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; he may sign, with the President or a Vice President, certificates of stock of the corporation; and in general, he shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. Section 6. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation, and shall deposit, or cause to be deposited, in the name of the corporation, all moneys or other valuable effects in such banks, trust companies or other depositaries as shall, from time to time, be selected by the Board of Directors; he may endorse for collection on behalf of the corporation, checks, notes and other obligations; he may sign receipts and vouchers for payments made to the corporation; singly or jointly with another person as the Board of Directors may authorize, he may sign checks of the corporation and pay out and dispose of the proceeds under the direction of the Board; he shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the corporation; and in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, the President, the Board of Directors or the Executive Committee. Section 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof. Section 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee whenever necessary may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designate officer or employee shall have, when so acting, all the powers herein given to such absent officer. Section 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. ARTICLE VI CAPITAL STOCK Section 1. Stock Certificates. Every stockholder shall be entitled to have a certificate certifying the number of shares owned by him in the corporation. Certificates of stock shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and sealed with the seal of the corporation. Such seal may be facsimile, engraved or printed. Section 2. Transfer of Shares. The shares of stock of the corporation shall be transferred on the books of the corporation by the holder thereof in person or by his attorney lawfully constituted, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof or guaranty of the authenticity of the signature as the corporation or its agents may reasonably require. Section 3. Record Dates. The Board of Directors may fix a date, not exceeding seventy days in advance of the date of any meeting of stockholders, or of the date for the payment of any dividend, or of the date for the allotment of rights, or of the date when any issuance, change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such issuance, change, conversion or exchange of capital stock, as the case may be. In such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting or to receive payment of such dividend, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding any transfer of stock on the books of the corporation after the record date so fixed. ARTICLE VII CHECKS. NOTES. ETC. Section 1. Execution of Checks. Notes. etc. All checks and drafts on the corporation's bank accounts and all bills of exchange, promissory notes, acceptances, obligations and other instruments for the payment of money, may be signed by the President or by such other officer or officers, person or persons, as shall be authorized from time to time by the President or the Board of Directors or the Executive Committee. Section 2. Execution of Contracts. Assignments. etc. All contracts agreements, endorsements, assignments, transfers, stock powers, and other instruments may be signed in the name of and on behalf of the Corporation by the President or by such other officer or officers, person or persons, as shall be authorized from time to time by the President or the Board of Directors or the Executive Committee. Section 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the President, any Vice President or any other officer of the corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the corporation. ARTICLE VIII WAIVERS Whenever under the provisions of these By-Laws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX SEAL The seal of the corporation shall show the year of its incorporation and shall be in such form as the Board of Directors shall prescribe. The seal on any corporate obligation for the payment of money may be a facsimile, engraved, or printed. ARTICLE X AMENDMENTS These By-Laws may be amended in accordance with the provisions of applicable law and the Amended and Restated Articles of Incorporation. Unanimous Written Consent of the Board of Directors of System Energy Resources, Inc. The undersigned, being all the Directors of System Energy Resources, Inc., an Arkansas corporation (the "Corporation"), do hereby waive all notice and the holding of a meeting, and pursuant to the provisions of Ark. Code Ann. 4-27-821, do hereby take the following action without a meeting and consent to such action by our execution of this consent, intending it to have the same force and effect as a unanimous vote at a meeting: RESOLVED, that Article III of the bylaws of the Corporation be amended by adding an additional Section 6 thereto which shall be and read as follows: "Section 6. Chairman of the Board. The Board of Directors shall designate one of its members as Chairman of the Board. The position of Chairman of the Board is not an officer position; therefore, the Chairman of the Board need not be an officer of the Corporation." RESOLVED, that Article V of the Bylaws of the Corporation be deleted and replaced with the following Article V: ARTICLE V. OFFICERS. Section 1. The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Vice Chairman, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board. To the extent permitted by the laws of the State of Arkansas, individuals may occupy more than one office. Section 2. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer. Section 3. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him by the Board of Directors or the Executive Committee, or as may be delegated to him by the President or the Chief Executive Officer. Section 4. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed he may attest the same; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. Section 5. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, a Vice Chairman, the President or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or the Executive Committee. Section 6. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof. Section 7. Vacancies; Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer. Section 8. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, a Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer. RESOLVED, That Robert v.d. Luft be, and he hereby is, elected Chairman of the Board of the Corporation. RESOLVED, That the Approval Authority Policy, as attached, be, and it hereby is, approved. RESOLVED, That the following persons be, and they hereby are, elected to the offices set opposite their names to serve until the next election of officers and until their successors are elected and qualified: Donald C. Hintz President and Chief Executive Officer C. John Wilder Executive Vice President and Chief Financial Officer Naomi A. Nakagama Senior Vice President-Finance and Treasurer Louis E. Buck, Jr. Vice President, Chief Accounting Officer and Assistant Secretary Steven C. McNeal Vice President-Corporate Finance and Assistant Treasurer Joseph L. Blount Secretary Laurence M. Hamric Assistant Secretary Christopher T. Screen Assistant Secretary Bruce A. Dennis Assistant Treasurer Effective Date: July 6, 1998 _______________________ _______________________ Robert v.d. Luft Wayne Leonard _______________________ _______________________ Donald C. Hintz Jerry L. Maulden EX-4 8 Exhibit 4(b) ENTERGY NEW ORLEANS, INC. (formerly New Orleans Public Service Inc.) TO BANK OF MONTREAL TRUST COMPANY And MARK F. McLAUGHLIN (successor to Z. George Klodnicki) As Trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987 of Entergy New Orleans, Inc. (formerly New Orleans Public Service Inc.) SEVENTH SUPPLEMENTAL INDENTURE Providing among other things for General and Refunding Mortgage Bonds designated as First Mortgage Bonds, 7% Series due July 15, 2008 (Tenth Series) Dated as of July 1, 1998 SEVENTH SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1998, between ENTERGY NEW ORLEANS, INC. (formerly, New Orleans Public Service Inc.) a corporation of the State of Louisiana, whose post office address is 639 Loyola Avenue, New Orleans, Louisiana 70113 and BANK OF MONTREAL TRUST COMPANY, a corporation of the State of New York, whose principal office is located at 88 Pine Street, New York, New York 10005 and MARK F. McLAUGHLIN (successor to Z. George Klodnicki), whose post office address is 44 Norwood Avenue, Allenhurst, New Jersey 07711, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture"); WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY and Z. GEORGE KLODNICKI (Mark F. McLaughlin, successor), as trustees (herein called the "First Supplemental Indenture"); and WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and WHEREAS, the Company executed and delivered to the Trustees (as such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, and its Sixth Supplemental Indenture, dated as of March 1, 1996, each as a supplement to the Original Indenture, which Supplemental Indentures have been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Seventh Supplemental Indenture is to be recorded; and WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds: Series Principal Principal Amount Amount Issued Outstanding 10.95% Series due May 1, 1997 $75,000,000 None 13.20% Series due February 1, 1991 1,400,000 None 13.60% Series due February 1, 1993 29,400,000 None 13.90% Series due February 1, 1995 9,200,000 None 7% Series due March 1, 2003 25,000,000 25,000,000 8% Series due March 1, 2023 45,000,000 45,000,000 7.55% Series due September 1, 2023 30,000,000 30,000,000 8.67% Series due April 1, 2005 30,000,000 30,000,000 8% Series due March 1, 2006 40,000,000 40,000,000 ; and WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and WHEREAS, the Company desires to create a new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid, binding and legal instrument have been performed, and the issue of said series of bonds, subject to the terms of the Indenture, has been in all respects duly authorized; NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto MARK F. McLAUGHLIN and (to the extent of its legal capacity to hold the same for the purposes hereof) to BANK OF MONTREAL TRUST COMPANY, as Trustees, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, and as further superseded by Resolution No. R-97-985, effective November 25, 1997, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other governmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kind or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VI hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all the rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby. PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Seventh Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default. TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto MARK F. McLAUGHLIN and (to the extent of its legal capacity to hold the same for the purposes hereof) to BANK OF MONTREAL TRUST COMPANY, and their successors and assigns forever. IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Seventh Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01 Terms From the Original Indenture and First Supplemental Indenture. Except as set forth in Section 1.02 below, all defined terms used in this Seventh Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First Supplemental Indenture, as the case may be. Section 1.02 Amendment of Defined Term. Section 1.02 of the First Supplemental Indenture, as amended, is hereby further amended to insert therein, in lieu of the defined term "LP&L", the following: The term LP&L shall mean Entergy Louisiana, Inc., a Louisiana corporation formerly named Louisiana Power & Light Company. Each reference in the Mortgage, as heretofore or hereafter amended, to LP&L shall be understood in light of the amended definition of LP&L set forth above. Section 1.03 References are to Seventh Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Seventh Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Seventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto. ARTICLE II THE TENTH SERIES Section 2.01 Bonds of the Tenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 7% Series due July 15, 2008 (herein sometimes referred to as "Tenth Series"), each of which shall also bear the descriptive title "First Mortgage Bond". The form of Bonds of the Tenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Tenth Series shall mature on July 15, 2008 and shall be issued only as fully registered bonds in denominations of One Thousand Dollars and, at the option of the Company, in any multiple or multiples thereof (the exercise of such option to be evidenced by the execution and delivery thereof). Bonds of the Tenth Series shall bear interest at the rate of seven percent (7%) per annum (except as hereinafter provided), payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, and at maturity or earlier redemption, the first interest payment to be made on October 15, 1998 for the period from the date of original issuance of the Bonds of the Tenth Series to October 15, 1998; the principal and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Tenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Overdue principal and (to the extent permitted by law) overdue interest in respect of the bonds of the Tenth Series shall bear interest (before and after judgment) at the rate of eight percent (8%) per annum. Interest on the Bonds of the Tenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Tenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Tenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose. Section 2.02 Redemption of Bonds of the Tenth Series. (a) Bonds of the Tenth Series shall not be redeemable prior to July 15, 2000. On and after July 15, 2000, Bonds of the Tenth Series shall be redeemable, at the option of the Company, in whole at any time, or in part from time to time, prior to maturity, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days prior to the date fixed for redemption, at a redemption price of 100.00%, expressed as a percentage of the principal amount of the Bonds of the Tenth Series to be redeemed, together with accrued interest thereon to the date fixed for redemption. (b) Bonds of the Tenth Series are also redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended; provided, however, notwithstanding the provisions of said Section 3.04, that the Company hereby irrevocably waives its rights to make an offer of exchange under the circumstances and as provided in said Section 3.04 until July 15, 2000 with respect to the Bonds of the Tenth Series. Section 2.03 Transfer and Exchange. At the option of the registered owner, any Bonds of the Tenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. Bonds of the Tenth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York. Upon any such exchange or transfer of Bonds of the Tenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Tenth Series. Section 2.04 Dating of Bonds and Interest Payments. (a) Each Bond of the Tenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Tenth Series dated prior to October 15, 1998 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Tenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Tenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no interest shall have been paid on the Bonds of the Tenth Series. (b) Notwithstanding the foregoing, Bonds of the Tenth Series shall be dated so that the person in whose name any Bond of the Tenth Series is registered at the close of business on the day (whether or not a business day) immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Tenth Series are registered on the day immediately preceding the date of payment of such defaulted interest. Any Bond of the Tenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such interest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Tenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series. ARTICLE III OTHER PROVISIONS FOR RETIREMENT OF BONDS Section 3.01 Exchange or Redemption upon Merger or Consolidation. Pursuant to the reservation of right in Section 6.09 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, and pursuant to the right of the Company under Section 19.04 of the Original Indenture, to cure any ambiguity contained in the Original Indenture or in any supplemental indenture, and to establish the terms and provisions of any series of bonds, the Company hereby amends and restates Subsections (a) and (b) of Section 3.04 of the First Supplemental Indenture to read in their entirety as follows: "Section 3.04. Redemption at the Option of the Owner upon Consolidation or Merger. (a) On and after the effective date of any consolidation or merger of the Company and LP&L to form New LP&L (the effectiveness of which shall be attested to the Trustee in an Officers' Certificate and an Opinion of Counsel), the Company shall have the right to offer to exchange for each and every Outstanding bond secured by the Indenture a new first mortgage bond issued by New LP&L, in one or more series, of a like principal amount. Such new bonds ("New LP&L Bonds") shall have the same maturities (including sinking fund provisions), interest rates and interest payment dates as the Outstanding bonds to be exchanged therefor, shall (as to the New LP&L Bonds being exchanged for Bonds of the First Series) be subject to redemption at the option of the Company only to the extent permitted by, and pursuant to the terms of, Section 2.01(a) of the First Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Second Series) be subject to redemption at the option of the Company only to the extent permitted by, and pursuant to the terms of, Section 2.01(a) of the Second Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Third Series) be subject to redemption at the option of the Company only to the extent permitted by, and pursuant to the terms of Section 3.01(a) of the Second Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Fourth Series) be subject to redemption at the option of the Company only to the extent permitted by, and pursuant to the terms of, Section 4.01(a) of the Second Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Fifth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Third Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Sixth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Third Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for bonds of the Seventh Series) be subject to redemption at the option of the Company on terms similar to those provided in the Fourth Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for the Eighth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Fifth Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for Bonds of the Ninth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Sixth Supplemental Indenture, shall (as to the New LP&L Bonds being exchanged for the Bonds of the Tenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Seventh Supplemental Indenture and shall be secured by a first lien (subject only to excepted encumbrances of the same types customarily found in the senior mortgages of similar companies operating like properties) on substantially all of the properties and assets of New LP&L. The procedures for effecting any such exchange shall be set forth by the Company to the Trustee in an Officers' Certificate and shall be subject to the approval of the Trustee in the exercise of reasonable care. As a condition to the making of any such offer of exchange by the Company, the Trustee shall receive an Opinion of Counsel, satisfactory to the Trustee, as to the validity and enforceability of the lien securing the New LP&L Bonds (subject to excepted encumbrances as aforesaid), as to the compliance of the offer with all applicable federal and state securities and other laws and as to such other matters as the Trustee may reasonably request. Any bonds secured by the Indenture received by the Company as a result of an offer to exchange shall be delivered to the Trustee for cancellation. (b) In the event that the Company makes an offer to exchange in compliance with subsection (a), each owner of a bond secured by the Indenture shall (1) at his option accept such exchange as to all or a portion of his bonds (or refuse such exchange as to any of his bonds), and (2) deliver any bonds not so exchanged to the Trustee for redemption. In the notice given by the Company to the owners of bonds containing the offer to exchange (the "Exchange Notice"), the Company shall clearly set forth the right of such owners to deliver bonds for redemption rather than exchange, and shall set forth the date for such redemption (which shall be not more than 60 days after the last date on which any owner may elect to participate in the exchange), the procedures for delivery (which shall be subject to the approval of the Trustee in the exercise of reasonable care) and the redemption prices as determined in subsection (c). If the date so fixed for redemption is within 60 days after the effective date of the consolidation or merger, the occurrence of any event during the period from the effective date of such consolidation or merger to the date fixed for redemption which would normally constitute a Default shall not be deemed to be a Default for purposes of the Indenture provided that (i) such event occurs solely as a result of the consummation of such consolidation or merger, (ii) such event is not a Default set forth in clauses (a), (b), (c), (d) or (g) of Section 12.01 of the Original Indenture, and (iii) any dividends or distributions on, or purchases or acquisitions of, the common stock of New LP&L during such period will comply with the least restrictive of (A) Section 5.03 of the Third Supplemental Indenture, or (B) the most restrictive comparable covenant applicable to LP&L immediately prior to the effective date of such consolidation or merger. The Company covenants to deposit cash with the Trustee, on or before the date fixed for redemption, sufficient to redeem all bonds secured by the Indenture to be redeemed pursuant to this Section." Section 3.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Tenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended hereby, shall be equal to the principal amount of the bonds to be redeemed, together with accrued interest to the date fixed for redemption. ARTICLE IV COVENANTS Section 4.01 Maintenance of Paying Agency. So long as any bonds of the Tenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any bonds of the Tenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made. Section 4.02 Further Assurances. From time to time whenever reasonably requested by the Trustee or the holders of a majority in principal amount of bonds of the Tenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of such bonds. Section 4.03 Limitation on Restricted Payments. (a) So long as any bonds of the Tenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to June 30, 1998 (other than any dividend declared by the Company on or before June 30, 1998) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions, or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to June 30, 1998, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act. For the purpose of this Section 4.03, the aggregate amount credited subsequent to June 30, 1998, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to June 30, 1998. ARTICLE V AMENDMENTS OF CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE Section 5.01 Amendment of Excepted Encumbrances and Releases. (a) Pursuant to the reservation of right in Section 6.01 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends subdivision (e) of Section 1.06 of the Original Indenture to read as set forth in Section 6.01 of the Third Supplemental Indenture. (b) Pursuant to the reservation of right in Section 6.01 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends Section 11.02 of the Original Indenture as set forth in Section 6.01 of the Third Supplemental Indenture. Section 5.02 Amendment of Officers' Certificate under Section 5.05(2) of the Original Indenture. Pursuant to the reservation of right in Section 6.03 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends subdivision (2) of Section 5.05 of the Original Indenture to read as set forth in Section 6.03 of the Third Supplemental Indenture. Section 5.03 Amendment of Provisions Regarding Redemption at the Option of Holders of Bonds. Pursuant to the reservation of right in Section 6.04 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends the Original Indenture, to delete Section 9.13 of the Original Indenture, and all references thereto in the Original Indenture and any Supplemental Indenture thereto. Section 5.04 Amendment of Releases of Mortgaged and Pledged Property. (a) Pursuant to the reservation of right in Section 6.05 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends subdivision (2) of Section 11.03 of the Original Indenture as set forth in Section 6.05 of the Third Supplemental Indenture. (b) Pursuant to the reservation of right in Section 6.05 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends the first paragraph of subdivision (3) of Section 11.03 of the Original Indenture to read as set forth in Section 6.05 of the Third Supplemental Indenture. (c) Pursuant to the reservation of right in Section 6.05 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends Section 11.04 of the Original Indenture as set forth in Section 6.05 of the Third Supplemental Indenture. (d) Pursuant to the reservation of right in Section 6.05 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends the twelfth paragraph of Section 1.02 of the Original Indenture to read as set forth in Section 6.05 of the Third Supplemental Indenture. Section 5.05 Section 5.05 Amendment of Releases of Property Taken by Eminent Domain. Pursuant to the reservation of right in Section 6.06 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends the last sentence of Section 11.06 of the Original Indenture to read as set forth in Section 6.06 of the Third Supplemental Indenture. Section 5.06 Amendment of Net Earning Certificate Requirements. Pursuant to the reservation of right in Section 6.07 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends the third line of subdivision (A) of Section 1.07 of the Original Indenture as set forth in Section 6.07 of such Third Supplemental Indenture. Section 5.07 Amendment of Defaults. (a) Pursuant to the reservation of right in Section 6.08 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends subdivisions (b) and (e) of Section 12.01 of the Original Indenture to read as set forth in Section 6.08 of such Third Supplemental Indenture. (b) Pursuant to the reservation of right in Section 6.08 of the Third Supplemental Indenture, dated as of March 1, 1993, and there being no Outstanding bonds of any series created prior to the Fifth Series, the Company hereby amends Section 12.14 of the Original Indenture to read as set forth in Section 6.08 of such Third Supplemental Indenture. Section 5.08 Effective Date. Each of the amendments set forth in this Article V shall be effective as of July 1, 1998. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01 Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Seventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Seventh Supplemental Indenture. Section 6.02 Effect of Seventh Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Seventh Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Seventh Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for. Section 6.03 Record Date. The holders of the Bonds of the Tenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Tenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. Section 6.04 Titles. The titles of the several Articles and Sections of this Seventh Supplemental Indenture shall not be deemed to be any part hereof. Section 6.05 Counterparts. This Seventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.06 Governing Law. The laws of the State of New York shall govern this Seventh Supplemental Indenture and the Bonds of the Tenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York. ARTICLE VII SPECIFIC DESCRIPTION OF PROPERTY PARAGRAPH ONE The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property. PARAGRAPH TWO The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of- way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them. PARAGRAPH THREE All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust. PARAGRAPH FOUR The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private. PARAGRAPH FIVE The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private. PARAGRAPH SIX The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereof, in, on, through, across or under any public streets or highways or other lands or property, public or private. PARAGRAPH SEVEN All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana. Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture. IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and BANK OF MONTREAL TRUST COMPANY has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Assistant Vice Presidents or Assistant Secretaries, and MARK F. McLAUGHLIN has hereunto set his hand and affixed his seal, all as of the day and year first above written. ENTERGY NEW ORLEANS, INC. By: Steven C. McNeal Vice President Attest: Christopher T. Screen Assistant Secretary Executed, sealed and delivered by ENTERGY NEW ORLEANS, INC. in the presence of: BANK OF MONTREAL TRUST COMPANY As Trustee By: PETER MORSE Vice President Attest: FRANCES RUSAKOWSKY Assistant Secretary MARK F. McLAUGHLIN, As Co-Trustee Executed, sealed and delivered by BANK OF MONTREAL TRUST COMPANY and MARK F. McLAUGHLIN in the presence of: STATE OF LOUISIANA ) ) SS.: PARISH OF ORLEANS ) On this 10th day of July, 1998, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is Vice President of ENTERGY NEW ORLEANS, INC., and that the seal affixed to said instrument is the corporate seal of said corporation and that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation. On the 10th day of July, in the year 1998, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at8043 Winners Circle, Mandeville, Louisiana 70448; that he is a Vice President of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Notary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this 9th day of July, 1998, before me appeared Peter Morse, to me personally known, who, being duly sworn, did say that he is a Vice President of BANK OF MONTREAL TRUST COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Peter Morse acknowledged said instrument to be the free act and deed of said corporation. On the 9th day of July, in the year 1998, before me personally came Peter Morse, to me known, who, being by me duly sworn, did depose and say that he resides at84-26 115th Street, Richmond Hill, New York 11418; that he is a Vice President of BANK OF MONTREAL TRUST COMPANY, one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Maureen Failla Notary Public, State of New York No. 31-4971219 Qualified in New York County Commission Expires August 27, 1998 STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this 9th day of July, 1998, before me personally appeared MARK F. McLAUGHLIN, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. On the 9th day of July, 1998, before me personally came MARK F. McLAUGHLIN, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same. Maureen Failla Notary Public, State of New York No. 31-4971219 Qualified in New York County Commission Expires August 27, 1998 EXHIBIT A [FORM OF BOND OF THE TENTH SERIES] [(See legend at the end of this bond for restrictions on transferability and change of form)] FIRST MORTGAGE BOND 7% Series due July 15, 2008 CUSIP No. _________ No. R- __ $_________ ENTERGY NEW ORLEANS, INC. (formerly NEW ORLEANS PUBLIC SERVICE INC.), a corporation duly organized and existing under the laws of the State of Louisiana (hereinafter called the Company), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on July 15, 2008 in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof , if the date of this bond is prior to October 15, 1998, or, if the date of this bond is on or after October 15, 1998, from the January 15, April 15, July 15 or October 15 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of seven percent (7%) per annum in like coin or currency on January 15, April 15, July 15 and October 15 in each year and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of eight percent (8%) per annum. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed. The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the day (whether or not a business day) immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company. This bond shall not become obligatory until Bank of Montreal Trust Company, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series known as its General and Refunding Mortgage Bonds, and designated as First Mortgage Bonds 7% Series due July 15, 2008 (herein called bonds of the Tenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company and Z. George Klodnicki (Mark F. McLaughlin, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage. The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Tenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage. Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond. No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed. The bonds are issuable as registered bonds without coupons in the denominations of $1,000 and integral multiples thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary. This bond is redeemable at the option of the Company under certain circumstances in the manner and at such redemption prices as are provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof. Dated: ENTERGY NEW ORLEANS, INC. By: Title: Attest: Name: Title: [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION CERTIFICATE This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage. BANK OF MONTREAL TRUST COMPANY, as Trustee, By: Authorized Signature LEGEND [Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).] EX-27 9
UT This schedule contains summary financial information extracted from Entergy Corporation and Subsidiaries financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000065984 ENTERGY CORPORATION AND SUBSIDIARIES 023 ENTERGY CORPORATION AND SUBSIDIARIES 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 18,142,072 1,487,275 3,174,830 4,369,201 0 27,173,378 2,467 4,627,648 2,188,165 6,740,549 397,755 784,455 8,977,087 622,609 0 0 305,027 0 213,396 163,189 8,969,311 27,173,378 4,821,906 114,981 4,063,689 4,063,689 758,217 55,404 813,621 422,607 276,033 23,480 248,705 221,772 427,136 653,335 1.03 1.03
EX-27 10
UT This schedule contains summary financial information extracted from Entergy Arkansas, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000007323 ENTERGY ARKANSAS, INC. 001 ENTERGY ARKANSAS, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 2,817,181 294,493 525,565 421,879 0 4,059,118 470 590,134 512,576 1,103,180 91,027 112,350 1,168,618 667 0 0 850 0 86,212 47,751 1,448,463 4,059,118 721,146 29,001 610,055 610,055 111,091 10,880 121,971 47,380 45,590 5,219 40,371 7,500 48,855 95,257 0 0
EX-27 11
UT This schedule contains summary financial information extracted from Entergy Gulf States, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000044570 ENTERGY GULF STATES, INC. 006 ENTERGY GULF STATES, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 4,471,767 373,871 791,204 851,276 0 6,488,118 114,055 1,152,575 203,950 1,470,580 151,728 201,444 1,678,229 0 0 0 212,065 0 74,141 34,648 2,665,283 6,488,118 881,164 11,965 785,974 785,974 95,190 7,798 102,988 81,508 9,515 9,588 (73) 80,315 74,414 161,655 0 0
EX-27 12
UT This schedule contains summary financial information extracted from Entergy Louisiana, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000060527 ENTERGY LOUISIANA, INC. 012 ENTERGY LOUISIANA, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 3,322,368 110,850 375,716 346,353 0 4,155,287 1,088,900 0 79,422 1,166,001 155,000 100,500 1,338,793 0 0 0 198 0 22,940 16,932 1,354,923 4,155,287 780,153 46,461 610,391 610,391 169,762 3,189 172,951 63,027 63,463 6,507 56,956 24,300 60,913 128,688 0 0
EX-27 13
UT This schedule contains summary financial information extracted from Entergy Mississippi, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000066901 ENTERGY MISSISSIPP, INC. 016 ENTERGY MISSISSIPPI, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 1,050,400 13,205 224,982 143,449 0 1,432,036 199,326 0 245,303 444,570 0 50,381 463,477 11,641 0 0 20 0 0 0 461,947 1,432,036 473,925 17,963 401,799 401,799 72,126 2,031 74,157 21,488 34,706 1,684 33,022 16,900 21,100 73,346 0 0
EX-27 14
UT This schedule contains summary financial information extracted from Entergy New Orleans, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000071508 ENTERGY NEW ORLEANS, INC. 017 ENTERGY NEW ORLEANS, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 291,442 3,259 130,848 71,784 0 497,333 33,744 36,294 66,751 136,789 0 19,780 168,985 0 0 0 0 0 0 0 171,779 497,333 238,769 4,627 221,410 221,410 17,359 211 17,570 7,268 5,675 482 5,193 0 7,500 6,307 0 0
EX-27 15
UT This schedule contains summary financial information extracted from System Energy Resources, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0000202584 SYSTEM ENERGY RESOURCES, INC. 018 SYSTEM ENERGY RESOURCES, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 2,460,153 99,102 341,356 486,777 0 3,387,388 789,350 0 62,149 851,499 0 0 1,274,272 0 0 0 70,000 0 46,651 36,156 1,108,810 3,387,388 292,942 40,691 148,806 148,806 144,136 6,693 150,829 60,772 49,366 0 49,366 47,800 61,012 93,171 0 0
EX-27 16
UT This schedule contains summary financial information extracted from Entergy London Investments, Inc. financial statements for the quarter ended June 30, 1998 and is qualified in its entirety by reference to such financial statements. 0001042730 ENTERGY LONDON INVESTMENTS, INC. 036 ENTERGY LONDON INVESTMENTS, INC. 1,000 6-MOS DEC-31-1998 JUN-30-1998 PER-BOOK 2,332,200 1,628,167 467,156 0 0 4,427,523 114,000 391,981 (94,946) 413,500 0 300,000 1,691,757 259,608 0 0 21,894 0 0 0 1,740,764 4,427,523 1,029,791 15,660 899,620 899,620 130,171 17,557 147,728 97,142 34,926 10,224 45,150 53,184 75,193 165,251 0 0
EX-99 17
Exhibit 99(a) Entergy Arkansas, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest Charges 119,591 110,814 115,337 106,716 104,165 100,519 Interest applicable to rentals 16,860 19,140 18,158 19,121 17,529 15,369 ---------------------------------------------------------- Total fixed charges, as defined 136,451 129,954 133,495 125,837 121,694 115,888 Preferred dividends, as defined (a) 30,334 23,234 27,636 24,731 16,073 15,935 ---------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $166,785 $153,188 $161,131 $150,568 $137,767 $131,823 ========================================================== Earnings as defined: Net Income $205,297 $142,263 $136,666 $157,798 $127,977 125,634 Add: Provision for income taxes: Total 82,337 29,220 72,081 84,445 59,220 62,028 Fixed charges as above 136,451 129,954 133,495 125,837 121,694 115,888 ---------------------------------------------------------- Total earnings, as defined $424,085 $301,437 $342,242 $368,080 $308,891 $303,550 ========================================================== Ratio of earnings to fixed charges, as defined 3.11 2.32 2.56 2.93 2.54 2.62 ========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.54 1.97 2.12 2.44 2.24 2.30 ========================================================== - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
EX-99 18
Exhibit 99(b) Entergy Gulf States, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest charges 210,599 204,134 200,224 193,890 180,073 171,956 Interest applicable to rentals 23,455 21,539 16,648 14,887 15,747 16,453 ---------------------------------------------------------- Total fixed charges, as defined 234,054 225,673 216,872 208,777 195,820 188,409 Preferred dividends, as defined (a) 65,299 52,210 44,651 48,690 30,028 33,779 ---------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $299,353 $277,883 $261,523 $257,467 $225,848 $222,188 ========================================================== Earnings as defined: Income (loss) from continuing operations before extraordinary items and the cumulative effect of accounting changes $69,462 ($82,755) $122,919 ($3,887) 59,976 9,928 Add: Income Taxes 58,016 (62,086) 63,244 102,091 22,402 4,633 Fixed charges as above 234,054 225,673 216,872 208,777 195,820 188,409 ---------------------------------------------------------- Total earnings, as defined (b) $361,532 $80,832 $403,035 $306,981 $278,198 $202,970 ========================================================== Ratio of earnings to fixed charges, as defined 1.54 0.36 1.86 1.47 1.42 1.08 ========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.21 0.29 1.54 1.19 1.23 0.91 ========================================================== (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate. (b) Earnings for the year ended December 31, 1994, for GSU were not adequate to cover fixed charges combined fixed charges and preferred dividends by $144.8 million and $197.1 million, respectively.
EX-99 19
Exhibit 99(c) Entergy Louisiana, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest 136,957 136,444 136,901 132,412 128,900 126,226 Interest applicable to rentals 8,519 8,332 9,332 10,601 9,203 10,259 ------------------------------------------------------------ Total fixed charges, as defined 145,476 144,776 146,233 143,013 138,103 136,485 Preferred dividends, as defined (a) 40,779 29,171 32,847 28,234 22,103 22,346 ------------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $186,255 $173,947 $179,080 $171,247 $160,206 $158,831 ============================================================ Earnings as defined: Net Income $188,808 $213,839 $201,537 $190,762 $141,757 146,441 Add: Provision for income taxes: Total Taxes 110,813 63,288 117,114 118,559 98,965 104,589 Fixed charges as above 145,476 144,776 146,233 143,013 138,103 136,485 ------------------------------------------------------------ Total earnings, as defined $445,097 $421,903 $464,884 $452,334 $378,825 $387,515 ============================================================ Ratio of earnings to fixed charges, as defined 3.06 2.91 3.18 3.16 2.74 2.84 ============================================================ Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.39 2.43 2.60 2.64 2.36 2.44 ============================================================ - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
EX-99 20
Exhibit 99(d) Entergy Mississippi, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest 55,359 52,764 51,635 48,007 45,274 43,159 Interest applicable to rentals 1,264 1,716 2,173 2,165 1,947 1,936 ----------------------------------------------------------- Total fixed charges, as defined 56,623 54,480 53,808 50,172 47,221 45,095 Preferred dividends, as defined (a) 12,990 9,447 9,004 7,610 5,123 4,709 ----------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $69,613 $63,927 $62,812 $57,782 $52,344 $49,804 ========================================================== Earnings as defined: Net Income $101,743 $48,779 $68,667 $79,210 66,661 73,616 Add: Provision for income taxes: Total income taxes 55,993 12,476 34,877 41,107 26,744 31,820 Fixed charges as above 56,623 54,480 53,808 50,172 47,221 45,095 ----------------------------------------------------------- Total earnings, as defined $214,359 $115,735 $157,352 $170,489 $140,626 $150,531 =========================================================== Ratio of earnings to fixed charges, as defined 3.79 2.12 2.92 3.40 2.98 3.34 =========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 3.08 1.81 2.51 2.95 2.69 3.02 =========================================================== - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
EX-99 21
Exhibit 99(e) Entergy New Orleans, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest 21,092 18,272 17,802 16,304 15,287 14,985 Interest applicable to rentals 544 1,245 916 831 911 991 ---------------------------------------------------------- Total fixed charges, as defined 21,636 19,517 18,718 17,135 16,198 15,976 Preferred dividends, as defined (a) 2,952 2,071 1,964 1,549 1,723 1,707 ---------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $24,588 $21,588 $20,682 $18,684 $17,921 $17,683 =========================================================== Earnings as defined: Net Income $47,709 $13,211 $34,386 $26,776 $15,451 $15,270 Add: Provision for income taxes: Total 31,938 4,600 20,467 16,216 12,142 11,802 Fixed charges as above 21,636 19,517 18,718 17,135 16,198 15,976 ----------------------------------------------------------- Total earnings, as defined $101,283 $37,328 $73,571 $60,127 $43,791 $43,048 =========================================================== Ratio of earnings to fixed charges, as defined 4.68 1.91 3.93 3.51 2.70 2.69 =========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 4.12 1.73 3.56 3.22 2.44 2.43 =========================================================== - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate. (b) Earnings for the twelve months ended December 31, 1991 include the $90 million effect of the 1991 NOPSI Settlement.
EX-99 22
Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges June 1993 1994 1995 1996 1997 1998 Fixed charges, as defined: Total Interest 190,938 176,504 151,512 143,720 128,653 124,899 Interest applicable to rentals 6,790 7,546 6,475 6,223 6,065 4,569 --------------------------------------------------------------- Total fixed charges, as defined $197,728 $184,050 $157,987 $149,943 $134,718 $129,468 =============================================================== Earnings as defined: Net Income $93,927 $5,407 $93,039 $98,668 $102,295 $103,223 Add: Provision for income taxes: Total 78,552 36,838 75,493 82,121 74,654 77,012 Fixed charges as above 197,728 184,050 157,987 149,943 134,718 129,468 --------------------------------------------------------------- Total earnings, as defined $370,207 $226,295 $326,519 $330,732 $311,667 $309,703 =============================================================== Ratio of earnings to fixed charges, as defined 1.87 1.23 2.07 2.21 2.31 2.39 ===============================================================
EX-99 23 Exhibit 99(g) Entergy London Investments Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges December 31, June 30, 1997 1998 Fixed charges, as defined: Total Interest 178,647 210,738 Interest applicable to rentals 3,766 4,108 -------- -------- Total fixed charges, as defined $182,413 $214,846 ======== ======== Earnings as defined: Net Income ($147,335) ($137,367) Add: Provision for income taxes: Total 177,023 180,339 Fixed charges as above 182,413 214,846 -------- -------- Total earnings, as defined $212,101 $257,818 ======== ======== Ratio of earnings to fixed charges, as defined 1.16 1.20 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----