CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
| Maximum |
| Amount of Registration |
Entergy Corporation 3.625% Senior Notes due September 15, 2015 |
| $550,000,000 |
| $39,215 |
Entergy Corporation 5.125% Senior Notes due September 15, 2020 |
| $450,000,000 |
| $32,085 |
Total |
| $1,000,000,000 |
| $71,300 |
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Registration Statement Nos. 333-169315.
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$450,000,000 5.125% Senior Notes due September 15, 2020
Per 2015 Note | Total | Per 2020 Note | Total | |||||||||||||
Price to public | 99.923 | % | $ | 549,576,500 | 99.985 | % | $ | 449,932,500 | ||||||||
Underwriting discounts and commissions | 0.600 | % | $ | 3,300,000 | 0.650 | % | $ | 2,925,000 | ||||||||
Proceeds to Entergy Corporation (before expenses) | 99.323 | % | $ | 546,276,500 | 99.335 | % | $ | 447,007,500 |
Morgan Stanley | Barclays Capital | BNP PARIBAS | Citi |
Goldman, Sachs & Co. | J.P. Morgan | RBS | Wells Fargo Securities |
BNY Mellon Capital Markets, LLC |
Crédit Agricole CIB |
KeyBanc Capital Markets |
Mitsubishi UFJ Securities |
Mizuho Securities USA Inc. |
Scotia Capital |
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For the Twelve Months Ended | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2010 | 2009 | 2008 | 2007 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Income Statement Data: | ||||||||||||||||
Operating Revenues | $ | 11,058,045 | $ | 10,745,650 | $ | 13,093,756 | $ | 11,484,398 | ||||||||
Operating Expenses | 8,651,588 | 8,461,124 | 10,810,589 | 9,428,030 | ||||||||||||
Other Income | 240,081 | 169,708 | 169,287 | 255,055 | ||||||||||||
Interest and Other Charges | 597,890 | 570,444 | 608,921 | 637,052 | ||||||||||||
Income Taxes | 730,645 | 632,740 | 602,998 | 514,417 | ||||||||||||
Net Income | 1,318,003 | 1,251,050 | 1,240,535 | 1,159,954 | ||||||||||||
Ratio of Earnings to Fixed Charges (1)(2) | 3.77 | 3.62 | 3.47 | 3.17 |
As of June 30, 2010 | ||||||||
Actual | ||||||||
Amount | Percent | |||||||
(Dollars in Thousands) | ||||||||
Balance Statement Data: | ||||||||
Common Shareholders’ Equity: | ||||||||
Common Stock | $ | 2,548 | — | % | ||||
Paid-in Capital | 5,377,119 | 26.3 | ||||||
Retained Earnings | 8,273,153 | 40.4 | ||||||
Accumulated Other Comprehensive Loss | (31,065 | ) | (0.2 | ) | ||||
Less — Treasury Stock | 4,851,017 | 23.7 | ||||||
Total Common Shareholders’ Equity | 8,770,738 | 42.4 | ||||||
Subsidiaries’ Preferred Stock Without Sinking Fund | 310,724 | 1.5 | ||||||
Currently Maturing Long-Term Debt | 590,454 | 2.9 | ||||||
Long-Term Debt(3) | 11,020,326 | 53.2 | ||||||
Total Capitalization | $ | 20,692,242 | 100.0 | % | ||||
(1) | As defined by Item 503(d) ofRegulation S-K, “earnings” represent the aggregate of (a) income before the cumulative effect of an accounting change and before undistributed income of equity investees, (b) taxes based on income, (c) investment tax creditadjustments-net and (d) fixed charges, less preferred security dividend requirements of consolidated subsidiaries and capitalized interest. As defined by Item 503(d) ofRegulation S-K, “fixed charges” includes interest (whether expensed or capitalized), related amortization, |
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estimated interest applicable to rentals charged to operating expenses, and preferred security dividend requirements of consolidated subsidiaries. We accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges. | ||
(2) | The ratio of earnings to fixed charges for the six months ended June 30, 2010 was 3.32. | |
(3) | We intend to use all of the net proceeds we receive from this offering to repay debt incurred under our approximately $3.5 billion revolving credit facility, which is included in “Long-Term Debt,” and, as a result, this offering will not have a material effect on our capitalization. See “Use of Proceeds.” |
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• | be paid with respect to the 2015 notes at the rate of 3.625% per annum and with respect to the 2020 notes at the rate of 5.125% per annum, in each case, subject to adjustment as described below under “— Interest Rate Adjustment”; | |
• | be payable in U.S. dollars; | |
• | be payable semi-annually in arrears on March 15 and September 15 of each year, and at maturity, commencing March 15, 2011; | |
• | be computed on the basis of a360-day year consisting of twelve30-day months and for any interest period shorter than a full month, on the basis of the actual number of days elapsed in such period; | |
• | originally accrue from, and include, the date of initial issuance; and | |
• | be paid to the persons in whose names the senior notes are registered at the close of business on the Business Day immediately preceding such interest payment date so long as all of the senior notes of that series remain in book-entry only form, or on the 15th calendar day immediately preceding each interest payment date with respect to any senior notes in a series if any of the senior notes of that series do not remain in book-entry only form. |
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Moody’s Rating* | Percentage | |||
Ba1 | 0.25 | % | ||
Ba2 | 0.50 | % | ||
Ba3 | 0.75 | % | ||
B1 or below | 1.00 | % |
* | Including successor ratings of Moody’s or the equivalent ratings of any substitute rating agency for Moody’s. |
S&P Rating* | Percentage | |||
BB+ | 0.25 | % | ||
BB | 0.50 | % | ||
BB- | 0.75 | % | ||
B+ or below | 1.00 | % |
* | Including successor ratings of S&P or the equivalent ratings of any substitute rating agency for S&P. |
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• | 100% of the principal amount of the 2015 notes being redeemed, and | |
• | as determined by the Independent Investment Banker the sum of the present values of the remaining scheduled payments of principal of and interest on the 2015 notes being redeemed (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the Adjusted Treasury Rate plus 0.35%, |
• | 100% of the principal amount of the 2020 notes being redeemed, and | |
• | as determined by the Independent Investment Banker the sum of the present values of the remaining scheduled payments of principal of and interest on the 2020 notes being redeemed (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the Adjusted Treasury Rate plus 0.40%, |
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• | the surviving or successor entity or an entity which acquires by conveyance or transfer or which leases our properties and assets substantially as an entirety is organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and it expressly assumes our obligations on all Indenture Securities, including the senior notes, and under the indenture; | |
• | immediately after giving effect to the transaction, no event of default under the indenture or no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and | |
• | we shall have delivered to the trustee an officer’s certificate and an opinion of counsel as provided in the indenture. |
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• | failure to pay interest on any Indenture Security for 30 days after it is due and payable; | |
• | failure to pay the principal of or any premium on any Indenture Security when due and payable; | |
• | failure to perform any other covenant in the indenture, other than a covenant that does not relate to that series of Indenture Securities, that continues for 90 days after we receive written notice from the trustee, or we and the trustee receive a written notice from the holders of 33% in aggregate principal amount of the Indenture Securities of that series; or | |
• | events of bankruptcy, insolvency or reorganization relating to us specified in the indenture. |
• | we have paid or deposited with the trustee a sum sufficient to pay: |
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• | any other event of default under the indenture with respect to the Indenture Securities of that series, other than the non-payment of principal of such series which shall have become due solely by such declaration of acceleration, has been cured or waived as provided in the indenture. |
• | the holder has previously given to the trustee written notice of a continuing event of default under the indenture; | |
• | the holders of a majority in aggregate principal amount of the outstanding Indenture Securities of all series in respect of which an event of default under the indenture shall have occurred and be continuing, considered as one class, have made a written request to the trustee, and have offered reasonable indemnity to the trustee to institute proceedings; | |
• | the trustee has failed to institute any proceeding for 60 days after notice; and | |
• | no direction inconsistent with such written request shall have been given to the trustee during that60-day period by the holders of a majority in aggregate principal amount of the outstanding Indenture Securities of all series in respect of which an event of default shall have occurred and be continuing, considered as one class. |
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• | to evidence the assumption by any permitted successor of our covenants in the indenture and in the Indenture Securities; | |
• | to add additional covenants or other provisions for the benefit of the holders of all or any series of Indenture Securities or for us to surrender any right or power under the indenture; | |
• | to add additional events of default under the indenture for all or any series of Indenture Securities; | |
• | to change or eliminate or add any provision to the indenture; provided, however, if the change, elimination or addition will adversely affect the interests of the holders of Indenture Securities of any series in any material respect, the change, elimination or addition will become effective only: |
• | to provide collateral security for all but not part of the Indenture Securities; | |
• | to establish the form or terms of Indenture Securities of any series as permitted by the indenture; | |
• | to provide for the authentication and delivery of bearer securities and any coupons appertaining thereto; | |
• | to evidence and provide for the acceptance of appointment of a successor trustee; | |
• | to provide for the procedures required for use of a noncertificated system of registration for the Indenture Securities of all or any series; | |
• | to change any place where principal, premium, if any, and interest shall be payable, Indenture Securities may be surrendered for registration of transfer or exchange and notices and demands to us may be served; | |
• | to amend and restate the indenture as originally executed and as amended from time to time, with additions, deletions and other changes that do not adversely affect the interests of the holders of Indenture Securities of any series in any material respect; or | |
• | to cure any ambiguity, to correct or supplement any defect or inconsistency or to make any other changes or to add provisions with respect to matters and questions arising under the indenture; provided that such other changes or additions do not adversely affect the interests of the holders of Indenture Securities of any series in any material respect. |
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• | change the stated maturity of the principal of, or any installment of principal of or interest on, any Indenture Security, or reduce the principal amount of any Indenture Security or its rate of interest or change the method of calculating the interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any Indenture Security, without the consent of the holder; | |
• | reduce the percentage in principal amount of the outstanding Indenture Securities of any series the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with a provision of the indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or | |
• | modify some of the provisions of the indenture relating to supplemental indentures, waivers of some covenants and waivers of past defaults with respect to the Indenture Securities of any series, without the consent of the holder of each outstanding Indenture Security affected thereby. |
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• | those senior notes will be issued in fully registered form without coupons; | |
• | a holder of certificated senior notes would be able to exchange those senior notes, without charge, for an equal aggregate principal amount of senior notes of the same series, having the same issue date and with identical terms and provisions; and | |
• | a holder of certificated senior notes would be able to transfer those senior notes without cost to another holder, other than for applicable stamp taxes or other governmental charges. |
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Principal | Principal | |||||||
Amount | Amount | |||||||
Name | of 2015 Notes | of 2020 Notes | ||||||
Morgan Stanley & Co. Incorporated | $ | 55,000,000 | $ | 45,000,000 | ||||
Barclays Capital Inc. | 55,000,000 | 45,000,000 | ||||||
BNP Paribas Securities Corp. | 55,000,000 | 45,000,000 | ||||||
Citigroup Global Markets Inc. | 55,000,000 | 45,000,000 | ||||||
Goldman, Sachs & Co. | 55,000,000 | 45,000,000 | ||||||
J.P. Morgan Securities LLC | 55,000,000 | 45,000,000 | ||||||
RBS Securities Inc. | 55,000,000 | 45,000,000 | ||||||
Wells Fargo Securities, LLC | 55,000,000 | 45,000,000 | ||||||
BNY Mellon Capital Markets, LLC | 18,315,000 | 14,985,000 | ||||||
Crédit Agricole Securities (USA) Inc. | 18,315,000 | 14,985,000 | ||||||
KeyBanc Capital Markets Inc. | 18,315,000 | 14,985,000 | ||||||
Mitsubishi UFJ Securities (USA), Inc. | 18,370,000 | 15,030,000 | ||||||
Mizuho Securities USA Inc. | 18,370,000 | 15,030,000 | ||||||
Scotia Capital (USA) Inc. | 18,315,000 | 14,985,000 | ||||||
Total | $ | 550,000,000 | $ | 450,000,000 | ||||
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New Orleans, Louisiana 70113
(504) 576-4000
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• | Utilitygenerates, transmits, distributes and sells electric power in service territories in four states that include portions of Arkansas, Mississippi, Texas and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business. | |
• | Non-Utility Nuclearowns and operates six nuclear power plants located in the northern United States and sells the electric power produced by those plants primarily to wholesale customers. This business also provides services to other nuclear power plant owners. |
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Six Months Ended | Twelve Months Ended | |||||||||||||||||||||||
June 30 | June 30, | December 31, | ||||||||||||||||||||||
2010 | 2009 | 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||
3.32 | 2.98 | 3.62 | 3.47 | 3.17 | 3.22 | 3.50 |
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