UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date earliest event reported): September 20, 2005
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-11299 ENTERGY CORPORATION 72-1229752
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
1-10764 ENTERGY ARKANSAS, INC. 71-0005900
(an Arkansas corporation)
425 West Capitol Avenue, 40th Floor
Little Rock, Arkansas 72201
Telephone (501) 377-4000
1-27031 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)
4809 Jefferson Highway
Jefferson, Louisiana 70121
Telephone (504) 840-2734
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)
1600 Perdido Building
New Orleans, Louisiana 70112
Telephone (504) 670-3674
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03. Creation of a Direct Financial Obligation.
(Entergy Corporation)
As more fully-described in its report on Form 8-K filed on June
1, 2005 and in its report on Form 10-Q for the quarterly period ended
June 30, 2005, on May 25, 2005 Entergy Corporation entered into a $2
billion, 5-year bank credit facility (the "$2 Billion Facility") by
and among Entergy as borrower, Citibank, N.A., as bank, LC issuing
bank and administrative agent, ABN AMRO Bank N.V., as LC issuing bank
and bank, and several banks party thereto. Entergy from time to time
has borrowed under the facility and has also from time to time issued
letters of credit against the borrowing capacity of the facility. As
of September 19, 2005, amounts outstanding under the $2 Billion
Facility are as follows (in millions):
LETTERS CAPACITY
FACILITY CAPACITY BORROWINGS OF CREDIT AVAILABLE
5-Year Facility $2,000 $995 $169 $836
Item 7.01. Regulation FD Disclosure.
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy)
The information in this Current Report on Form 8-K under Item
7.01, including Exhibit 99 listed below, is being furnished, not
filed, pursuant to Regulation FD.
On September 20, 2005, Entergy Corporation issued a public
announcement, which is attached as Exhibit 99 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy)
Entergy announced today its preliminary estimates of storm
restoration costs associated with Hurricane Katrina as well as
initial estimates of the number of customers that are not able to
receive electric service. Limited access to heavily flooded areas
continues to hamper Entergy's ability to fully assess the extent of
damage to certain portions of its infrastructure. As a result, the
initial restoration estimates are subject to change. Total
restoration costs for the repair and/or replacement of Entergy's
electric and gas facilities damaged by Hurricane Katrina and business
continuity costs are estimated to be in the range of $750 million to
$1.1 billion. Restoration and business continuity cost estimates for
the various utility jurisdictions affected by the storm are as
follows:
Company Estimated Costs
(U.S. $ in millions)
Entergy Gulf States - Louisiana jurisdiction 25-45
Entergy Louisiana 275-400
Entergy Mississippi 75-100
Entergy New Orleans 325-475
Other 50-80
Total 750-1,100
The above cost estimates do not include other potential incremental
losses that cannot be estimated at this time.
As of 9:00 p.m. CDT on September 19, Entergy had restored power
to approximately 874,000 of the 1.1 million customers who lost power
at the peak of the storm. Entergy expects to restore power to all
those customers who can take service in the non-flooded areas of New
Orleans and surrounding parishes within 2 weeks. Some customers in
the most devastated areas of greater New Orleans and surrounding
parishes, estimated to be in the range of 150,000 to 170,000, are
unable to accept electric and gas service, and therefore cannot be
restored at the current time. Restoration for many of these customers
will follow major repairs or reconstruction of customer facilities,
and will be contingent on validation by local authorities of
habitability and electrical safety of customers' structures.
Revenues are expected to be lower at both Entergy Louisiana and
Entergy New Orleans as a result of the 150,000 to 170,000 customers
that are unable to accept electric and gas service for a period of
time that cannot yet be estimated. Included in this customer
estimate are 115,000 to 130,000 customers located in Entergy New
Orleans' service territory, with the remainder in Entergy Louisiana's
service territory. The majority of these customers are residential,
and the balance is primarily commercial. Average annual non-fuel
revenues associated with these customers are estimated to range from
$50 million to $60 million for Entergy Louisiana and $160 million to
$190 million for Entergy New Orleans. Entergy's estimate of the
revenue impact of customers who are currently unable to accept
electric and gas service is subject to change, however, because of a
range of uncertainties, in particular the timing of when individual
customers will return to service.
Entergy plans to pursue a broad range of initiatives to recover
storm restoration costs and incremental losses. Initiatives include
obtaining reimbursement of certain costs covered by insurance,
obtaining assistance through federal legislation targeting Hurricane
Katrina relief, and pursuing recovery through existing or new rate
mechanisms regulated by the Federal Energy Regulatory Commission and
local regulatory bodies. Entergy is unable to predict the degree of
success it may have in these initiatives, the amount of restoration
costs and incremental losses it may recover, or the timing of such
recovery.
(Entergy New Orleans)
Since the onset of Hurricane Katrina Entergy New Orleans' cash
receipts have been significantly below normal levels due to the
number of customers displaced by the storm and the extended
interruptions in customers' ability to take power. Entergy New
Orleans' need to make cash payments has continued, however, due to
costs associated with fuel used before the hurricane outages along
with recurring payments associated with fuel and purchased power
contracts, in addition to storm restoration costs and other
obligations.
As disclosed in its 2004 Form 10-K, for 2005 Entergy New Orleans
reported approximately $182 million in minimum purchase obligations
under fuel and purchased power contracts. $97 million of that amount,
or $8.1 million per month, is Entergy New Orleans' obligation under
the Unit Power Sales Agreement, which governs the sale of capacity and
energy from the Grand Gulf nuclear power plant. The remainder of the
minimum purchase obligations are primarily from purchased power
contracts with affiliates and natural gas supply contracts. Subject
to certain conditions, the LPSC has approved purchases by Entergy
Gulf States and Entergy Louisiana of the capacity and energy that
Entergy New Orleans is entitled to under the affiliate purchased
power contracts, and Entergy Gulf States has petitioned the PUCT
asking for similar approvals. As for Entergy New Orleans' share of
the output from Grand Gulf, that capacity and energy is being sold in
the short-term wholesale market at prices that should support most of
the costs incurred by Entergy New Orleans for its share of Grand
Gulf, although sales are not occurring during Grand Gulf's scheduled
refueling outage that began on September 18. Entergy New Orleans'
remaining pension plan contribution for 2005 of $6.9 million that was
disclosed in its Second Quarter 2005 Form 10-Q was due on September
15, 2005, but the IRS has given permission to delay that contribution
until October 31, 2005.
As of August 31, 2005, Entergy New Orleans' cash and cash
equivalents balance was $533 thousand. As described in Entergy New
Orleans' 2004 Form 10-K, as updated by its Second Quarter 2005 Form
10-Q, in addition to cash on hand and cash flow from operations
Entergy New Orleans had two established financing sources on hand to
meet its short-term liquidity needs, a $15 million, 364-day credit
facility and borrowings from Entergy's money pool. The credit
facility is fully drawn at this time. Entergy New Orleans' money
pool borrowings are subject to a limit on unsecured debt securities
contained in its articles of incorporation. The limit is
approximately $42 million at this time, and Entergy New Orleans'
money pool borrowings outstanding were $21.3 million as of September
19, 2005. Because of certain near-term contracted payments for fuel
and purchased power, Entergy New Orleans expects to reach its
unsecured debt securities limit in the next several days.
Various alternatives are being considered by Entergy for
maintaining liquidity at Entergy New Orleans. These alternatives
include open account advances to Entergy New Orleans and assigning
Entergy New Orleans contracts for purchased power to other Entergy
companies to reduce cash requirements at Entergy New Orleans. In
addition, Entergy is evaluating the options of additional debt
issuances, the expansion of short-term borrowing capacity and/or
infusing equity into Entergy New Orleans. Further, Entergy New
Orleans will consider filing a petition for protection under federal
bankruptcy law. Entergy believes this option should be considered
to determine whether it is the most appropriate course of action to
protect any future investment in Entergy New Orleans and to preserve
legal rights while achieving business continuity at Entergy New
Orleans. Entergy cannot currently predict which options it may
pursue to maintain acceptable liquidity at Entergy New Orleans given
the uncertainties associated with restoration cost estimates, amounts
of cost recovery and the timing of such recovery through various
initiatives noted above.
In this Current Report on Form 8-K and from time to time, Entergy
makes statements concerning its expectations, beliefs, plans,
objectives, goals, strategies, and future events or performance.
Such statements are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Although
Entergy believes that these forward-looking statements and the
underlying assumptions are reasonable, it cannot provide assurance
that they will prove correct. Except to the extent required by
federal securities laws, Entergy undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Forward-looking
statements involve a number of risks and uncertainties, and there
are factors that could cause actual results to differ materially from
those expressed or implied in these statements. Some of those factors
include, but are not limited to: resolution of pending and future
rate cases and other proceedings at local and federal regulatory
agencies, Entergy's ability to manage its operation and maintenance
costs, particularly at its non-utility nuclear generating facilities,
the performance of Entergy's generating plants, and particularly the
capacity factor at its nuclear generating facilities, prices for
power generated by Entergy's unregulated generating facilities,
and the prices and availability of power Entergy must purchase for
its utility customers, uncertainty regarding establishment of sites
for spent nuclear fuel storage and disposal, Entergy's ability to
develop and execute on a point of view regarding prices of
electricity, natural gas, and other energy-related commodities,
changes in the financial markets, particularly those affecting
the availability of capital and Entergy's ability to refinance
existing debt, execute its share repurchase program, and fund
investments and acquisitions, actions of rating agencies,
including changes in the ratings of debt and preferred stock,
Entergy's ability to purchase and sell assets at attractive
prices and on other attractive terms, changes in utility
regulation and in regulation of the nuclear industry, the
success of Entergy's strategies to reduce tax payments, the
effects of litigation and weather, and uncertainties associated
with efforts to remediate the effects of Hurricane Katrina and
recovery of costs associated with restoration including
Entergy's ability to obtain financial assistance from
governmental authorities in connection with this storm.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99 Release, dated September 20, 2005, issued
by Entergy Corporation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Entergy Corporation
Entergy Arkansas, Inc.
Entergy Gulf States, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
System Energy Resources, Inc.
By: /s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and
Chief Accounting Officer
Dated: September 20, 2005