(2) | In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee and will pay any applicable registration fees on a “pay as you go” basis, except as described below.
Entergy Corporation previously registered shares of common stock having an aggregate offering price of up to $1,000,000,000, offered by means of a 424(b)(5) prospectus supplement filed on January 11, 2021 pursuant to Rule 424(b)(5) (the “First Prospectus Supplement”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-233403), filed with the Securities and Exchange Commission on August 22, 2019 (the “Prior Registration Statement”). In connection with filing the First Prospectus Supplement, the total registration fee paid was $109,100 (the “First Fee”). As of May 9, 2022, an aggregate offering price of $367,295,482 in common stock remained unsold under the First Prospectus Supplement and $40,071.94 of the registration fee previously paid was unused at that time.
Entergy Corporation then registered additional shares of common stock having an aggregate offering price of up to $1,000,000,000 as part of the same offering registered in the First Prospectus Supplement by means of a prospectus supplement filed on May 9, 2022 pursuant to Rule 424(b)(5) (the “Second Prospectus Supplement”), pursuant to the Prior Registration Statement, such that shares of common stock having an aggregate offering price of up to $1,367,295,482 were offered for sale pursuant to the Second Prospectus Supplement. The total registration fee associated with the Second Prospectus Supplement was $132,771.94, which was satisfied by offsetting $40,071.94 of the unused registration fee from the First Prospectus Supplement and a contemporaneous fee payment of the balance of $92,700 (the “Second Fee”). An aggregate offering price of up to $1,116,396,318.25 in common stock remains unsold under the Second Prospectus Supplement.
Pursuant to Rule 457(r) and Rule 457(p) under the Securities Act, a registration fee credit of $105,398.84, reflecting the amount of each of the First Fee and the Second Fee attributable to unsold securities, is available to offset future fees payable pursuant to this Registration Statement under the applicable prospectus supplement. The offering of the unsold aggregate offering amount associated with the claimed offset under the Prior Registration Statement will be deemed terminated as of the effective date of this Registration Statement. |