SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2001
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
TABLE OF CONTENTS
PAGE
ITEM TITLE NUMBER
1 System Companies and Investments Therein
as of December 31, 2001 1
2 Acquisitions or Sales of Utility Assets 16
3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 16
4 Acquisition, Redemption or Retirement of
System Securities 20
5 Investments in Securities of Non-System
Companies 21
6 Officers and Directors 22
7 Contributions and Public Relations 60
8 Service, Sales and Construction Contracts 62
9 Wholesale Generators and Foreign Utility
Companies 65
10 Financial Statements and Exhibits 68
Signatures 85
(Page left blank intentionally)
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Corporation (2, 7)
Entergy Arkansas, Inc. (Entergy Arkansas) (2, 3, 4) 46,980,196 100 $1,227,823 $1,227,823
The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 216 $ 216
Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,643,453 $2,017,552
Varibus LLC, formerly Varibus Corporation (Varibus) 100,000 100 $ 5,677 $ 5,677
Prudential Oil and Gas LLC, formerly Prudential Oil and 11,537 100 $ 5,291 $ 5,291
Gas, Inc. (POG)
Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ (536) $ (536)
GSG&T Inc. (GSG&T) 25,000 100 $ 19,547 $ 19,547
Entergy Louisiana, Inc. (Entergy Louisiana) (2, 3) 165,173,180 100 $1,227,503 $1,227,503
Entergy Mississippi, Inc. (Entergy Mississippi) (2, 3) 8,666,357 100 $ 460,375 $ 460,375
Jackson Gas Light Company (5) 360 100 $ - $ -
Entergy Power & Light Company (5) 75 100 $ - $ -
The Light, Heat, and Water Company of Jackson,
Mississippi (5) 75 100 $ - $ -
Entergy New Orleans, Inc. (Entergy New Orleans) (2, 3) 8,435,900 100 $ 130,657 $ 130,657
System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 890,681 $ 890,681
Entergy Services, Inc. (Entergy Services) (2) 2,000 100 $ 20 $ 20
Entergy Operations, Inc. (Entergy Operations) (2) 1,000 100 $ 1,000 $ 1,000
Entergy Power, Inc. 11,000 100 $ 50,634 $ 50,634
Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 70,207 $ 70,207
Entergy Retail Holding Company *** 1,000 100 $ 25,087 $ 11,895
Entergy Retail Texas, Inc. *** 1,000 100 $ 657 $ 631
Entergy Solutions Ltd. *** 1% General - $ 1,156 $ 144
Partner
Interest
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000's) (000's)
Entergy Solutions Supply Ltd. *** 1% General - $ 2,151 $ 22
Partner
Interest
Entergy Solutions Ltd. *** 99% Limited - $ 1,156 $ 14,245
Partner
Interest
Entergy Solutions Supply Ltd. *** 99% Limited - $ 2,151 $ 2,129
Partner
Interest
Entergy Retail Louisiana LLC-A *** 100% Member 100 $ 7,027 $ 7,034
Interest
Entergy Solutions Management Services LLC 100% Member 100 $ 7,001 $ 7,001
Interest
Entergy PTB Holding Company (7) 1,000 100 $ 7,960 $ 1,027
Entergy Select LLC (7) 100% Member 100 $ 75 $ 75
Interest
Entergy Solutions Essentials Ltd (7) 1% General 1 $ 423 $ 5
Partner
Interest
Entergy Solutions Select Ltd. (7) 1% General 1 $ 80 $ 70
Partner
Interest
Entergy Solutions Essentials, Ltd (7) 99% Limited 99 $ 423 $ 6,916
Partner
Interest
Entergy Solutions Select, Ltd. (7) 99% Limited 99 $ 80 $ 446
Partner
Interest
Entergy Ventures Holding Company, Inc. 1,000 100 $ 4,812 $ 4,812
Entergy MHK Investments LLC 100% Member 100 $ - $ -
Interest
Entergy Commerce, Inc. 1,000 100 $ 1,348 $ 1,348
Entergy MHK Retail LLC 100% Member 100 $ 83 $ 83
Interest
Entergy Resources, Inc. 1,000 100 $ - $ -
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Operations Services, Inc. (EOSI) 3,000 100 $ 3,775 $ 3,775
Entergy Power Gas Holdings Corporation 1,000 100 $ 3,326 $ 3,030
Entergy Power Technologies Corporation 1,000 100 $ (216) $ (216)
Entergy Power Gas Operations Corporation 800 100 $ 3,591 $ 3,671
Entergy Procurement Exchange Holding Corporation 1 100 $ 5,471 $ 5,449
Entergy Holdings Inc. (EHI) *** 3,000 100 $ 5,829 $ 3,809
Entergy Business Solutions, LLC *** 100% Member 100 $ (997) $ 5
Interest
Entergy Thermal, LLC *** 100% Member 100 $ 16,082 $ 17,000
Interest
Entergy Thermal-UNO, LLC (7) 100% Member 100 $ - $ -
Interest
Entergy Nuclear, Inc. (ENI) *** 3,000 100 $ 12,304 $ 9,269
TLG Services, Inc. *** 5 100 $ 1,552 $ 4,578
Entergy Nuclear Holding Company # 1 (ENHC #1) (6) 3,000 75 $ 147,105 $ 271,594
Entergy Nuclear Generation Corporation (ENGC) (6) *** 1 100 $ 174,454 $ 89,222
Entergy Nuclear New York Investment Company I (6) *** 1,000 100 $ (34,331) $ 2,501
Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 134,705 $ 15,822
Interest
Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 80,796 $ 11,678
Interest
Entergy Nuclear New York Investment Company II (6) *** 1,000 100 $ (34,562) $ 2,501
Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 134,705 $ 15,822
Interest
Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 80,796 $ 11,678
Interest
Entergy Nuclear Holding Company # 2 *** 1,000 100 $ 2 $ 2
Entergy Nuclear Operations, Inc. *** 1,000 100 $ 1 $ 1
Entergy Nuclear Fuels Company *** 1,000 100 $ 1 $ 1
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Nuclear Holding Company 3,000 100 $ 100,001 $ 104,712
Entergy Nuclear Holding Company # 3 *** 2,200 100 $ 100,001 $ 100,001
Entergy Nuclear New York Investment Company III *** 2,200 100 $ 89,599 $ 100,001
Entergy Nuclear Indian Point 2 LLC (6) *** 100% Member 100 $ 643,598 $ 633,583
Interest
Entergy Indian Point Peaking Facility, LLC (7) 100% Member 100 $ - $ -
Interest
Entergy Nuclear Vermont Investment Company (7) 1,000 100 $ 1 $ 1
Entergy Nuclear Vermont Yankee, LLC (7) 100% Member 100 $ 1 $ 1
Interest
Entergy Nuclear Finance Holding, Inc. (7) 740 100 $ 46,029 $ 52,000
Entergy Nuclear Finance, Inc. (7) 1,000 100 $ 542,029 $ 535,050
Entergy Technology Holding Company (ETHC) *** 10 100 $ 9,458 $ 14,641
Entergy Technology Corporation (ETC) *** 10 100 $ 12,193 $ 7,010
Entergy Wireless, Inc. (*) 10 100 $ - $ -
EWO Marketing Holding, LLC , formerly EWO Marketing 20% Member 20 $ 125,283 $ 125,283
Holding, Inc. Interest
Entergy International Holdings Ltd. LLC 100% Member 100 $ 813,297 $ 861,272
Interest
Entergy International Ltd. LLC (6) 100% Member 100 $ 863,965 $ 863,965
Interest
Entergy International Investments No. 2 Ltd., LLC *** 100% Member 100 $ 390,403 $ 485,988
Interest
Entergy UK Holdings Limited *** 307,310 100 $ 513,975 $ 505,981
Entergy UK Limited *** 307,310 100 $ 941,706 $ 507,236
Entergy UK Enterprises Limited (6) *** 574,000 100 $ 1,017,553 $ 947,444
EWO Holdings Inc.(6) 8,000 25 $ 257,982 $ 7,894
Entergy US DB I LLC 6,587,940 100 $ 3,390 $ 2,915
Entergy AUS DB I Pty Limited * 3,163,044 >1 $ - $ -
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy US DB IV LLC 658,912,260 100 $212,994 $171,876
Entergy Australia DB II Pty Limited * 40,000 100 $ - $ -
Entergy Australia DB I Pty Limited * 316,447,786 <99 $ - $ -
Entergy Australia DB I A Pty Limited (6)* 40,000 100 $ - $ -
Entergy Victoria , Inc. 311,584 100 $ 8,734 $ 16
Entergy Australia DB I Pty Limited * 10,000 >1 $ - $ -
Entergy Global Investments, Inc. *** 1,000 100 $115,064 $115,064
Entergy Nuclear Holding Company #1 (6) 1,000 25 $147,105 $ 50,000
Entergy Power Development Corporation (6) 10,959 15 $171,579 $ 47,147
Entergy Power Generation Corporation (6) Non-voting - $237,587 $214,000
common stock
Entergy Marketing Corporation (7) 1,000 100 $640,164 $418,405
EWO Marketing Holding, LLC , formerly EWO 80% Member 80 $516,269 $516,269
Marketing Holding, Inc. Interest
EWO Marketing, LP 99% Limited - $ 18,563 $ 18,563
Partner
Interest
EWO GP LLC 100% Member - $ 1 $ 1
Interest
EWO Marketing, LP 1% General - ** **
Partner
Interest
Entergy Power International Holding Corp. 7,920 95.9 436,680 417,817
EK Holding I, LLC (7) 100% Member 100 $628,184 $420,679
Interest
EWO Wind II, LLC (7) 100% Member 100 $ 1 $ 1
Interest
EWO Wind I LLC (7) 100% Member 100 $ (110) $ 1
Interest
Northern Iowa Windpower, LLC (6,7) 99% Member 99 $ 78,465 $ 77,501
Interest
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy-Koch, LP (7) 48.5% - $ 1,024,857 $ 590,379
Limited
Partner
Interest
GS Pipeline Company, LLC (7) 100% Member 100 $ 9,607 $ 9,607
Interest
Gulf South Pipeline Company, LP (7) 1% General 100 $ 960,792 $ 9,607
Partner
Interest
Gulf Pines Pipeline Company, LP (7) 1% General 100 $ - $ -
Partner
Interest
Gulf South Pipeline Company, LP(7) 99% Limited - $ 960,792 $ 951,185
Partner
Interest
Gulf Pines Pipeline Company, LP(7) 99% Limited - $ - $ -
Partner
Interest
Entergy-Koch Trading, LP (7) 99% Limited - $ 443,053 $ 438,622
Partner
Interest
EGT Holding, Ltd. (6,7) 100% 100 $ 27,708 $ 27,708
Entergy-Koch Trading, Ltd. (7) 100% 100 $ 4,431 $ 4,431
Entergy-Koch Trading GmbH (7) 100% 100 $ (1,855) $ (1,855)
Entergy-Koch Trading Europe, Ltd. (7) 100% Member 100 $ 27,678 $ 27,678
Interest
EKT, LLC(7) 100% Member 100 $ 4,431 $ 4,431
Interest
Entergy-Koch Trading, LP (7) 1% General 50 $ 443,053 $ 4,431
Partner
Interest
EK Holding II, LLC (7) 100% Member 100 $ 12,858 $ 11,287
Interest
Entergy-Koch LP (7) 1% Limited - $ 1,024,857 $ 12,080
Partner
Interest
EK Holding III, LLC (7) 100% Member 100 $ 6,424 $ 5,515
Interest
EKLP, LLC (7) 50% Member 50 $ 10,248 $ 4,311
Interest
Entergy-Koch, LP (7) 1% General 100 $ 1,024,857 $ 1,010
Partner
Interest
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Power Generation Corporation (6) 1,000 100 $ 237,587 $ 22,828
EAL Power Generation, LLC 100% Member 100 $ - $ -
Interest
Entergy Power Crete Corporation 1,000 100 $ 57,384 $ 57,384
Crete Energy Ventures, LLC 50% Member 50 $ 26,430 $ 13,215
Interest
Crete Turbine Holdings, LLC 50% Member 50 $ 86,378 $ 43,189
Interest
Hawkgen I, Inc. (7) 1,000 100 $ 1 $ 1
Hawkeye Generating, LLC (7) 50% Member 50 $ 1 $ 1
Interest
Hawkgen II, Inc. (7) 1,000 100 $ 1 $ 1
Hawkeye Generating, LLC (7) 50% Member 50 $ 1 $ 1
Interest
Entergy Power Clay County Corporation I 1,000 100 $ 1 $ 1
Clay County Power LLC 50% Member 50 $ - $ -
Interest
Entergy Power Clay County Corporation II 1,000 100 $ 1 $ 1
Clay County Power LLC 50% Member 50 $ - $ -
Interest
Entergy Power DeSoto County Ventures, Inc. 1,000 100 $ 3,247 $ 3,247
DeSoto County Generating Company, LLC 100% Member 100 $ - $ -
Interest
Entergy Power Ventures Corp. I 1,000 100 $ (1) $ (1)
Entergy Power Ventures L.P. 1% General 100 $ (1) $ (125)
Partner
Interest
Entergy Power Ventures Corp. II 1,000 100 $ (126) $ (126)
Entergy Power Ventures L.P. 99% Limited - $ (124) $ (125)
Partner
Interest
Entergy Power Warren Corporation I 10,000 100 $ 33,694 $ 33,694
Warren Power, LLC (6) 100% Member 100 $ 33,449 $ 33,449
Interest
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Power Fairfield Corporation * 1,000 100 $ 1,085 $ 1,085
Entergy Power Freestone Corporation* 1,000 100 $ 4 $ 4
Entergy Global Power Operations Corporation 1,000 100 $ 6,824 $ 6,824
Entergy Power Operations U.S., Inc. 1,000 100 $ 188 $ 188
Entergy Power Operations Corporation (6) 1,000 100 $ 6,085 $ 6,085
Entergy Power Operations Damhead Creek Limited 99% Limited - $ - $ -
Partnership (6) Partner
Interest
Entergy Power Operations Damhead Creek
Corporation (6) 999 99.9 $ 4 $ 4
Entergy Power Operations Damhead Creek Limited 1% General 100 $ - $ -
Partnership (6) Partner
Interest
Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 7,121 $ 7,121
Entergy Power Operations U.K., Limited (6) 1,000 100 $ 6,619 $ 6,619
Entergy Power Operations Pakistan LDC (*) 190 95 $ 116 $ 110
EN Services I Corporation (7) 1,000 100 $ 1 $ 1
EN Services, L.P. (7) 99% Limited $ 1 $ 1
Partner -
Interest
EN Services II Corporation (7) 1,000 100 $ 1 $ 1
EN Services, L.P. (7) 1% General 100 $ 1 $ 1
Partner
Interest
Entergy Global Trading Holdings, Ltd. *** 1,000 100 $ 23,157 $ 23,157
Entergy Power International Holding Corp. 337 4.1 $ 435,680 $ 13,070
Entergy Power Development Corporation (6) 62,100 85 $ 234,745 $238,331
Entergy Power Operations Pakistan LDC (6) 10 5 $ 116 $ 6
Maritza East III Power Company AD (6) 816 51 $ 1 $ 1
Entergy Power Holdings Maritza B.V. (6) (7) 100 100 $ 8 $ 8
Maritza East 3 Operating Company AD (6) (7) 495 99 1 1
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Power Holdings Turkey B.V. (7) 20 100 $ 9 $ 9
Entergy Power Netherlands B.V. (7) 20,000 100 $ 8 $ 8
Entergy Pakistan, Ltd. (6) 378 100 $ 3,461 $ 3,461
Entergy Power Asia, Ltd. (6) 1,002 100 $ (1,720) $ (1,720)
Entergy Power Saltend Holding, Ltd. 4,716,700 100 $146,585 $ 146,585
Entergy Power Saltend, Ltd. 48,147 100 $140,590 $ 146,590
Entergy Power Europe Holding, Ltd. (6) 1,000 100 $ 62 $ 62
Entergy Power Damhead Creek Holding II, Ltd. (6) 1 .01 $ 24,647 $ 2
Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 47.84 $ 24,641 $ 11,788
Entergy Power Damhead Creek Holding II, Ltd. (6) 999 99.9 $ 24,647 $ 24,622
Entergy Power Properties (Kingsnorth), Ltd. 5,002 100 $ (7) $ (7)
Entergy Power Damhead Creek Holding III, Ltd. (6) 2,000 100 $ 70,002 $ 70,002
Damhead Creek Holding Limited (6) 2 100 $ 53,485 $ 53,485
Damhead Creek Limited (6) 1,200,101 100 $ 67,445 $ 67,445
Damhead Creek Finance Ltd. (6) 200 100 $ (7) $ (7)
Entergy Power Operations Damhead
Creek Corporation (6) 1 0.1 $ 4 $ -
Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1
Entergy Power Damhead Finco LLC (6) 1% Member 1 $ (599) $ (6)
Interest
Entergy Power Damhead Finco LLC (6) 99% Member 99 $ (599) $ (593)
Interest
Entergy Power Damhead Finco 1 (6) 1,000 100 $ 24 $ 24
Damhead Finance LDC (6) 10 1 $ 100 $ 1
Damhead Finance (Netherlands Antilles) N.V. (6) 60 1 $ 41 $ 40
Damhead Finance (Netherlands) B.V. (6) 4 1 $ 17 $ -
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Power Damhead Finco 2 (6) 1,000 100 $ 96 $ 96
Damhead Finance LDC (6) 990 99 $ 100 $ 99
Damhead Finance (Netherlands Antilles) N.V. (6) 5,940 99 $ 41 $ 40
Damhead Finance (Netherlands) B.V. (6) 396 99 $ 17 $ 17
Entergy Power Operations Damhead 1 0.1 $ 4 $ -
Creek Corporation (6)
EWO Holdings Inc. (6) 46,824.74 75 $ 257,982 $ 88,436
Entergy Power Damhead Creek Holding I, Ltd. (6) 2,181 52.16 $ 24,641 $ 12,853
Latin America Holding I, Ltd. (6) 53,101 60.27 $ 28,715 $ 28,715
Latin America Holding II, Ltd. (6) 100 100 $ - $ -
Entergy Power Peru, S.A. (6) 1 1 $ 146,460 $ 1,465
Entergy Power Chile S.A. (6) 100 1 $ 8,536 $ 85
Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,703 $ 3,703
Entergy Power Chile, S.A. (6) 6,558,511 99 $ 8,536 $ 8,451
Inversiones Electricas Quillota SA(6) 608,681 50.1 CP 14,761,592 CP 3,173,742
Compania Electrica San Isidro SA(6) 1,025,001 25.1 CP 29,477,896 CP 14,768,426
Entergy S.A. (6) 2,207,699 99 $ 11,190 $ 11,190
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Entergy Power BJE Holding, Ltd.(*) 200 100 $ 2,743 $ 2,743
Bon Jardim Energetica, LTDA. (*) 344,847 99.9 $ 1,933 $ 1,933
Entergy do Brazil LTDA(*) 2,299,999 99.9 $ 58 $ 58
Entergy Power BJE, Ltd. (*) 1,000 100 $ - $ -
Bon Jardim Energetica, LTDA (*) 3,483 .1 $ 1,933 $ -
Entergy do Brazil LTDA (*) 1 .1 $ 58 $ -
EP Edegel, Inc. (6) 2,000 100 $ 213,389 $ 213,389
EWO Holdings Inc. (6) 81,800 - $ 257,982 $ 154,454
Entergy Power Peru, S.A. (6) 425,702,300 99 $ 146,460 $ 144,995
Generandes Peru S.A. (6) 425,714,721 38.127 SL 1,962,615 SL 681,027
Edegel SA (6) 1,414,557,369 63.556 SL 2,808,772 SL 1,935,244
Entergy Power Maritza Holding, Inc.(*) 1,100 100 $ 1 $ 1
Entergy Power Maritza Holding I, Ltd. (*) 200 100 $ - $ -
Entergy Power Maritza Holding II, Ltd. (*) 200 100 $ - $ -
Entergy Power Maritza Holding Limited (*) 999 99.9 $ 1 $ 1
Entergy Power Maritza Holding III, Ltd. (*) 100 100 $ - $ -
Entergy Power Maritza Holding Limited(*) 1 .1 $ - $ -
Entergy Power Netherlands Company BV 400 100 $ 754 $ 754
Entergy Power Projects Italia, S.R.L. 200,000 1 $ 505 $ 5
Entergy Power Development Italia S.r.L. (7) 100 1 $ 111 $ 1
Entergy Power Rinnovabli S.r.L. (7) 100 1 $ (23) $ -
Entergy Power Services Italia, S.r.L. 200,000 1 $ 297 $ 3
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
Sabinas Power Company BV (6) 400 100 $ 749 $ 749
Maritza East 3 Operating Company AO (6)(7) 5 1 - -
Entergy Power Projects Italia, S.r.L. 19,800,000 99 $ 505 $ 500
Entergy Power Development Italia S.r.L. (7) 9,900 99 $ 111 $ 110
Entergy Power Rinnovabli S.r.L. (7) 9,900 99 $ (23) $ (23)
Entergy Power Services Italia, S.r.L. 19,800,000 99 $ 297 $ 294
Entergy Power Argentina, Ltd. * 1,000 100 $ (17) $ (17)
Entergy Power Generation Argentina LDC * 999 99.9 $ (7) $ (7)
Entergy Power Nogales SRL * 1 0.1 $ - $ -
Entergy Power Transmission Argentina SRL * 1 0.1 $ - $ -
Entergy Power Generation Argentina SRL * 11,999 99.9 $ 2 $ 2
Entergy Power Nogales, Ltd. * 1,000 100 $ (14) $ (14)
Entergy Power Nogales LDC * 999 99.9 $ (7) $ (7)
Entergy Power Nogales SRL * 11,999 99.9 $ - $ -
Entergy Power Generation Argentina SRL * 1 0.1 $ 2 $ -
Entergy Power Cayman Investments, Ltd. * 1 100 $ (3) $ (3)
Entergy Power Generation Argentina LDC * 1 0.1 $ (7) $ -
Entergy Power Nogales LDC * 1 0.1 $ (7) $ -
Entergy Power Transmission Argentina LDC * 1 0.1 $ (4) $ -
Entergy Power Transmission Argentina, Ltd. * 1,000 100 $ (10) $ (10)
Entergy Power Transmission Argentina LDC * 999 99.9 $ (4) $ (4)
Entergy Power Transmission Argentina SRL * 11,999 99.9 $ - $ -
Entergy Power Services Poland Spolka z.o.o. * 1,000 100 $ - $ -
Entergy Australia Generation Holdings, Ltd. * 1,000 100 $ 921 $ 921
Entergy Australia Generation, Ltd. * 1,000 100 $ (7) $ (7)
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Power Value Value
Owned
(000s) (000s)
Entergy Power Holding Espana SL 63,126 100 $ (364) $ (364)
Entergy Power Development Espana SL 3,006 100 - -
Entergy Power Projects Espana SL 3,006 100 $ (8) $ (8)
Entergy Power Castelnou SL (7) 60,120 100 $ 36 $ 36
Entergy Power Holdings USA Corporation 1,000 100 $ (1,860) $ (1,860)
Entergy Power RS Corporation 1,000 100 $ (1,860) $ (1,860)
RS Cogen LLC 50% Member 50 $ (1,146) $ (573)
Interest
Entergy Turbine Holding QF, LLC * 100% Member 100 $ - $ -
Interest
Entergy Turbine Holding Louisiana, LLC * 100% Member 100 $ - $ -
Interest
Entergy Power E & C Corporation 1,000 100 $ 1,199 $ 1,199
Entergy Power E & C Holdings, LLC 100% Member 100 $ 1,205 $ 1,205
Interest
EntergyShaw, LLC 50% Member 50 $ 2,628 $ 1,314
Interest
* Inactive
** Less than $1,000
*** These companies and their subsidiaries are accounted for on a
cost basis, and "Issuer Book Value" is at 100%.
(SL) Peruvian Soles
(CP) Chilean Peso
NOTES
(1) Pursuant to the General Instructions to Form U5S, the companies
listed in the table, together with System Fuels, Inc. (SFI or
System Fuels), are collectively defined herein as "System
Companies" and individually as a "System Company".
(2) During 2001, Entergy Corporation, Entergy Services, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, Entergy New Orleans, System Fuels, System Energy, and
Entergy Operations participated in a joint money pool arrangement
whereby those companies with available funds made short-term loans
to certain System Companies having short-term borrowing
requirements. As of December 31, 2001, Entergy Arkansas, Entergy
Operations, Entergy Corporation, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System
Energy had total investments in the money pool in the amounts of
$147,325,948, $947,915, $18,346,480, $171,292,979, $23,603,408,
$71,236,390, $57,014,904, and $85,771,957, respectively. Entergy
Services and System Fuels had total borrowings in the money pool
in the amounts of $65,210,500 and $27,741,561, respectively. The
unborrowed balance in the money pool amounted to $482,587,919 as
of December 31, 2001, and was invested in high quality commercial
paper and certificates of deposit.
(3) The percentage ownership of System Fuels' common stock is held as
follows: 35% by Entergy Arkansas, 33% by Entergy Louisiana, 19% by
Entergy Mississippi and 13% by Entergy New Orleans. The numbers
of common shares owned and the book values to both the issuer and
owners are as follows: Entergy Arkansas, 70 shares - $7,000;
Entergy Louisiana, 66 shares - $6,600; Entergy Mississippi, 38
shares - $3,800; and Entergy New Orleans, 26 shares - $2,600.
Under a loan agreement, System Fuels had borrowings outstanding
from its parent companies to finance its fuel supply business. As
of December 31, 2001, approximate loans to System Fuels from its
parent companies were as follows: Entergy Arkansas $11.0 million;
Entergy Louisiana, $14.2 million; Entergy Mississippi, $5.5
million; and Entergy New Orleans, $3.3 million. These loans
mature in 2008.
(4) The Capital Stock of The Arklahoma Corporation (ARKCO) is owned in
the proportions of 47%, 5%, and 48%, respectively, by Entergy
Arkansas, Oklahoma Gas and Electric Company and Southwestern
Electric Power Company. ARKCO owns an electric transmission line
that is leased to these three companies. Information covering
ARKCO is included herein pursuant to the instructions for Form
U5S. Entergy Arkansas is exempted from holding company status
under the Public Utility Holding Company Act of 1935 ("Act")
(except with regard to section 9(a)(2) of the Act) pursuant to the
provisions of Reg. 250.2(a)(2).
(5) Inactive companies held to preserve franchises.
(6) See Items 5 and 9 and Exhibit I for information regarding direct
and indirect holdings in Exempt Wholesale Generators ("EWG") and
Foreign Utility Companies ("FUCO").
(7) During 2001, Entergy Corporation organized the following direct or
indirect subsidiary companies principally to develop, construct,
own and/or operate gas-fired power generation facilities in the
United States that would qualify as EWGs: Hawkgen I, Inc. (under
Delaware law, on September 20, 2001); Hawkgen II, LLC (under
Delaware law, on September 20, 2001); Hawkeye Generating, LLC
(under Delaware law, on September 20, 2001); and Entergy Indian
Point Peaking Facility, LLC (under Delaware law, on December 11,
2001).
During 2001, Entergy Corporation organized the following direct or
indirect subsidiary companies principally to develop, construct,
own and/or operate power generation facilities in foreign
countries that would qualify as FUCOs: Entergy Power Holdings
Turkey B.V. (under The Netherlands law, on January 22, 2001);
Entergy Power Netherlands B.V. (under The Netherlands law, on
January 22, 2001); Entergy Power Holdings Maritza B.V. (under The
Netherlands law, on May 18, 2001); Maritza East 3 Operating
Company AD. (under Bulgaria law, on August 2, 2001); Entergy Power
Development Italia S.r.l. (under Italian law, on August 7, 2001);
and Entergy Power Rinnovabli S.r.l. (under Italian law, on August
7, 2001).
During 2001, Entergy Corporation organized the following direct or
indirect subsidiary company for the production, sale and
distribution of thermal energy products as permitted under Rule
58: Entergy Thermal-UNO, LLC (under Delaware law, on July 16,
2001).
On January 31, 2001, Entergy Corporation indirectly acquired a 50%
interest in Entergy-Koch, LP, a Delaware limited partnership
organized on January 11, 2001 to hold certain non-utility energy
related assets of Entergy Corporation and Koch Energy, Inc., and
their respective subsidiary companies.
During 2001, Entergy Corporation organized and/or capitalized the
following indirect subsidiary companies as "New Subsidiaries"
pursuant to the Commission's June 22, 1999 Order (HCAR No. 27039),
for the purpose of, directly or indirectly, acquiring general
partner or limited partner interests in Entergy-Koch, LP: EK
Holding I, LLC (organized under Delaware law, May 24, 2000;
capitalized, January 24, 2001), EK Holding II, LLC (organized
under Delaware law, May 24, 2000; capitalized, January 24, 2001),
and EK Holding, III (organized under Delaware law and capitalized,
February 20, 2001) and EKLP, LLC (organized under Delaware law,
January 11, 2001; capitalized January 31, 2001).
During 2001, Entergy Corporation organized Entergy Marketing Corp.
as a "New Subsidiary" pursuant to the Commission's June 22, 1999
Order (HCAR No. 27039 ) for the purpose of acquiring, directly and
indirectly, (i)100% of the partnership interests in EWO Marketing,
LP, an "energy-related company" formed pursuant to Rule 58, and
(ii) an indirect partial ownership interest in Entergy-Koch, LP.
In connection with its investment in Entergy-Koch, LP, on January
31, 2001, Entergy Corporation contributed its ownership interest
in Entergy Power Marketing Corporation ("EPMC") to Entergy-Koch,
LP and, on the same date, Koch Energy, Inc. contributed its
ownership interest in Koch Energy Trading, Inc. ("KET") to Entergy-
Koch, LP. EPMC and KET were concurrently merged into an energy
marketing and trading company, known as Entergy-Koch Trading, LP,
a Delaware limited partnership, which was initially organized by
Koch Energy, Inc. on January 11, 2001. EKT, LLC, a Delaware
limited liability company, was also organized by Koch Energy, Inc.
on January 11, 2001, to acquire a 1% general partner interest in
Entergy-Koch Trading, LP. On January 31, 2001, Entergy
Corporation indirectly acquired a 50% ownership interest in EKT,
LLC and Entergy-Koch Trading, LP, as a result of its investment in
Entergy Koch, LP.
In connection with its investment in Entergy-Koch, LP, on January
31, 2001, Entergy Corporation contributed its ownership interest
in EGT Holding, Ltd, a foreign utility company, to Entergy-Koch,
LP (together with its ownership interest in Entergy Trading and
Marketing, Ltd, a wholly owned subsidiary company of EGT Holding,
Ltd., and Entergy Trading and Marketing, Ltd's subsidiary company,
Entergy Strom Und Gas GmbH, each of which is engaged in the energy
trading and marketing business). Entergy Trading and Marketing,
Ltd., and Entergy Strom Und Gas GmbH subsequently changed their
names to Entergy-Koch Trading Ltd. and Entergy-Koch Trading GmbH,
respectively. Also, on August 16, 2001, Entergy-Koch Trading,
Ltd. organized a new subsidiary, Entergy-Koch Trading Europe,
Ltd., formed under UK law to provide support services to Entergy-
Koch Trading, Ltd and Entergy-Koch Trading GmbH.
During 2001, as a result of its investment in Entergy-Koch, LP,
Entergy Corporation indirectly acquired a 50% ownership interest
in (i) Gulf South Pipeline Company, LP, a Delaware limited
partnership organized by Koch-Energy, Inc. on December 27, 2000,
to own and operate the Gulf South Pipeline (f/k/a the Gateway
Pipeline) and (ii) in GS Pipeline Company, LLC, a Delaware limited
liability company, organized by Koch Energy, Inc. on December 27,
2000 to acquire a 1% general partner interest in Gulf South
Pipeline Company, LP. Gulf South Pipeline Company, LP and GS
Pipeline Company, LLC were contributed by Koch Energy, Inc. to
Entergy-Koch, LP on January 31, 2001, and Entergy Corporation
acquired its indirect ownership interest in those entities on that
date. Additionally, on August 25, 2001, Entergy-Koch, LP
organized Gulf Pines Pipeline Company, LP, a new indirect
subsidiary company, as a Delaware limited partnership for the
purpose of constructing and operating an extension to the Gulf
South pipeline.
During 2001, Entergy Corporation organized the following direct or
indirect subsidiary company principally to acquire nuclear power
facilities that would qualify as EWGs: Entergy Nuclear Vermont
Investment Co. (under Delaware Law, January 11, 2001); and Entergy
Nuclear Vermont Yankee, LLC (under Delaware Law, as amended on
January 12, 2001).
During 2001, Entergy Corporation organized or acquired the
following direct or indirect subsidiary companies principally to
develop, acquire, and/or hold potential investments in nuclear
power facilities that qualify as EWGs: Entergy Nuclear Finance
Holding, Inc. (under Delaware Law, August 17, 2001); Entergy
Nuclear Finance, Inc. (under Delaware Law, August 17, 2001).
During 2001, Entergy Corporation organized the following direct or
indirect subsidiary companies principally to develop, acquire,
and/or hold potential investments in wind power facilities that
qualify as EWGs: EWO Wind II, LLC (under Delaware Law, November
15, 2001); EWO Wind I, LLC (under Delaware Law, November 15,
2001); and Northern Iowa Windpower, LLC (under Delaware Law,
November 15, 2001).
During 2001, Entergy Corporation organized the following direct or
indirect subsidiary companies (I) to engage in the retail energy
service business and the marketing of electric energy, as
permitted under Rule 58: Entergy Solutions Essentials Ltd. (under
Texas Law, June 4, 2001) and Entergy Solutions Select Ltd. (under
Texas Law, March 6, 2001); and (ii) to, directly or indirectly,
acquire ownership interests in such companies: Entergy PTB
Holding Company (under Delaware Law, March 1, 2001) and Entergy
Select LLC (under Delaware Law, March 1, 2001).
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
There are no transactions to report under this item.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES
In July 2001, Entergy Arkansas issued and sold, pursuant to the
exemption provisions of Rule 52, First Mortgage Bonds in the amount of
$100,000,000, 6.18% Series, due July 1, 2005.
In February 2001, Entergy New Orleans issued and sold, pursuant
to the exemption provisions of Rule 52, First Mortgage Bonds in the
amount of $30,000,000, 6.65% Series, due March 1, 2004.
In July 2001, Entergy Power Generation Corporation issued and
sold, pursuant to the exemption provisions of Rule 52, 87 shares of
its Class B non-voting common stock to Entergy Global Investments,
Inc., for a purchase price of $87,000,000.
On November 13, 2001, Entergy Power Generation Corporation issued
and sold, pursuant to the exemption provisions of Rule 52, unsecured
notes to Entergy Corporation in an aggregate principal amount of
$116,693,032.60.
On November 15, 2001, Entergy Global Investments, Inc. issued and
sold, pursuant to the exemption provisions of Rule 52, unsecured notes
to Entergy Corporation, evidencing borrowings in the principal amount
of $92,500,000.
On September 5, 2001, Entergy Nuclear Finance Holding, Inc.
issued and sold, pursuant to exemption provisions of Rule 52,
unsecured notes to Entergy Corporation, in an aggregate principal
amount of $513,100,000.
On March 4, 2001, Entergy Global Investments, Inc. issued and
sold, pursuant to exemption provisions of Rule 52, unsecured notes to
EK Holding I, LLC, evidencing borrowings in the principal amount of
$98,000,000.
During 2001, Entergy Global Investments, Inc. issued and sold,
pursuant to exemption provisions of Rule 52, unsecured notes to
Entergy Nuclear Operations Inc., evidencing borrowings in the
principal amount of $30,000,000.
On October 5, 2001, Entergy Nuclear Indian Point 2 LLC issued and
sold, pursuant to exemption provisions of Rule 52, unsecured notes to
Entergy Global Investments, Inc., evidencing borrowings in the
principal amount of $10,000,000.
On September 14, 2001, Entergy International Holdings Ltd., LLC.
issued and sold, pursuant to exemption provisions of Rule 52,
unsecured notes to Entergy Power Fairfield Corporation, evidencing
borrowings in the principal amount of $7,000,000.
During 2001, Entergy Nuclear Operations, Inc. issued and sold,
pursuant to exemption provisions of Rule 52, unsecured notes to
Entergy Corporation, evidencing borrowings in the principal amount of
$5,994,415.
In July 2001, Entergy-Koch, LP issued and sold in a negotiated
private placement, pursuant to exemption provisions of Rule 52,
unsecured Senior Notes, for an aggregate net purchase price of
$296,100,000. The Senior Notes bear interest at a rate per annum of
6.90% and mature on August 1, 2011.
During 2001, Entergy Power International Holdings Corporation
issued unsecured notes to Entergy Global Investments, Inc. in an
aggregate face amount of $6,500,000. At December 31, 2001, the
outstanding principal amount due on such notes was $1,987,750, with
the highest outstanding balance $1,987,750 being on December 31, 2001.
These notes were issued pursuant to the exemption provisions of Rule
52.
In December 2001, Entergy Power Ventures, L.P. issued a secured
note to Entergy Power Ventures Corp. evidencing borrowings in the
principal amount of $36,100,000. This note was issued pursuant to the
exemption provisions of Rule 52.
In January 2001, the following reportable transactions took place
in connection with Entergy Corporation's investment in Entergy-Koch,
L.P., each of which was exempt pursuant to Rule 52: EK Holding I, LLC
issued a secured note (the "EK Holding Notes") to Entergy Power
International Holdings Corporation in the principal amount of
$106,000,000; Entergy Power International Holdings Corporation issued
an unsecured note to EK Holding I, LLC in the principal amount of
$106,000,000; EK Holding I, LLC assigned its obligations under the EK
Holding Note to Entergy-Koch, L.P.; and EK Holding I, LLC guaranteed
to Entergy-Koch, L.P. payment of all obligations under the EK Holding
Note.
On December 17, 2001, Entergy Power Generation Corporation issued
and sold, pursuant to exemption provisions of Section 32 and/or Rule
52, unsecured notes to Entergy Global Investments, Inc. in an aggregate
principal amount of $32,500,000.
On December 7, 2001, Entergy Power Generation Corporation issued
and sold, pursuant to exemption provisions of Section 32 and/or Rule
52, unsecured notes to Entergy Nuclear Finance Holdings, Inc. in an
aggregate principal amount of $192,000,000.
On October 5, 2001, Entergy Nuclear Indian Point 2 LLC issued and
sold, pursuant to exemption provisions of Section 32 and/or Rule 52,
unsecured notes to Entergy Global Investments, Inc. in an aggregate
principal amount of $10,000,000.
On September 5, 2001, Entergy Nuclear New York Investment Company
III, Inc. issued and sold, pursuant to exemption provisions of Rule
52, unsecured notes to Entergy Nuclear Finance, Inc., evidencing
borrowings in the principal amount of $525,000,000.
On September 24, 2001, Entergy International Holdings Ltd. LLC
issued and sold, pursuant to exemption provisions of Section 33 and/or
Rule 52, unsecured notes to EWO Holdings, Inc. in an aggregate
principal amount of $8,000,000.
In December, 2001, Entergy Corporation issued a guaranty of the
obligations of EWO Wind I LLC (subject to a $95 million limit of
liability) under a Loan Agreement. As of December 31, 2001, the total
outstanding indebtedness under the Loan Agreement was $78,566,378.
In the first quarter of 2001, Entergy-Koch Trading LP (formerly
Axia Energy, LP), an energy-related company, issued limited partnership
and general partnership interests to Entergy Power International
Holding Corp., through subsidiaries, for a total consideration of
$114,200,000. This transaction was exempt pursuant to Rule 58.
In the first quarter of 2001, EWO Marketing L.P., an energy-
related company, issued a limited partnership interest to EWO Marketing
Holding, Inc. for a total consideration of $990. This transaction was
exempt pursuant to Rule 58.
In the first quarter of 2001, EWO Marketing L.P., an energy-
related company, issued a general partnership interest to EWO GP LLC
for a total consideration of $10. This transaction was exempt pursuant
to Rule 58.
In the first quarter of 2001, EWO GP LLC, an energy-related
company, issued a limited partnership interest to EWO Marketing
Holding, Inc. for a total consideration of $10. This transaction was
exempt pursuant to Rule 58.
In the second quarter of 2001, Entergy Solutions Select LTD., an
energy-related company, issued a limited partnership interest to
Entergy PTB Holding Company, Inc. for a total consideration of $990.
This transaction was exempt pursuant to Rule 58.
In the second quarter of 2001, Entergy Solutions Select LTD., an
energy-related company, issued a general partnership interest to
Entergy Select, LLC for a total consideration of $10. This transaction
was exempt pursuant to Rule 58.
In the second quarter of 2001, Entergy Solutions Essentials LTD.,
an energy-related company, issued a limited partnership interest to
Entergy PTB Holding Company, Inc. for a total consideration of $990.
This transaction was exempt pursuant to Rule 58.
In the second quarter of 2001, Entergy Solutions Essentials LTD.,
an energy-related company, issued a general partnership interest to
Entergy Select, LLC for a total consideration of $10. This transaction
was exempt pursuant to Rule 58.
In the third quarter of 2001, Entergy Thermal-UNO, LLC, an energy-
related company, issued a member interest to Entergy Corporation. This
transaction was exempt pursuant to Rule 58.
Reference is hereby made to the companies identified in Footnote
(7) of Item 1 and the corresponding table in Item 1 for information
regarding additional equity securities issued during 2001.
In addition to the foregoing, as of December 31, 2001, Entergy had
issued direct and indirect guarantees, assumptions of liability,
securities or indemnifications for the benefit of various of its
subsidiary companies in the aggregate amount of $21,263,384, pursuant
to Rule 45(b)(6), as follows:
Entity Recording Benefit Amount of Explanation of Indemnity
of ETR Indemnity Indemnity
Entergy Services, Inc. $10,000,000 Arkansas WC Self Insurance/Ark. WC
Commission
Entergy Mississippi, Inc. $8,565,384 Carolyn Hayes Appeal Bond/Supreme
Court State of MS
Entergy Louisiana, Inc $650,000 City of Haynesville Appeal Bond/Second
Judicial Court, Louisiana
Entergy Mississippi, Inc. $665,000 Brenda Bolden Appeal Bond/Circuit Court
Sunflower County, MS
Entergy Louisiana, Inc $78,000 Dudley Pillow Appeal Bond/Sixth
Judicial District Court, Louisiana
Entergy Nuclear Indian Point 2, LLC $15,000 Town of Woodbury, NY/Special Use
Permit Bond
Entergy Services, Inc. $100,000 Worker's Compensation Self
Insurance/State of Louisiana
Entergy Operations, Inc. $100,000 Worker's Compensation Self
Insurance/State of Louisiana
Entergy New Orleans, Inc. $100,000 Worker's Compensation Self
Insurance/State of Louisiana
Entergy Arkansas, Inc. $200,000 Worker's Compensation Self
Insurance/State of Arkansas
Entergy Services, Inc. $200,000 Worker's Compensation Self
Insurance/State of Arkansas
Entergy Operations, Inc. $200,000 Worker's Compensation Self
Insurance/State of Arkansas
Entergy Services, Inc. $250,000 Worker's Compensation Self
Insurance/State of Mississippi
System Energy Resources, Inc. & Entergy $250,000 Worker's Compensation Self
Operations, Inc. Insurance/State of Mississippi
Entergy Mississippi, Inc. $250,000 Worker's Compensation Self
Insurance/State of Mississippi
-----------
Total indemnification amount $21,623,384
===========
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 2001
Name of Company Number of Shares Holding Company
Name of Issuer Acquiring, Redeeming or Principal Amount Act Exemption or
and Security or Retiring Securities Acquired Redeemed Retired Consideration Release Number
ENTERGY CORPORATION
Common Stock ENTERGY
CORPORATION - 989,100 - $ 36,895,352 Reg. 250.42
ENTERGY GULF STATES
Preferred Stock* ENTERGY
GULF STATES - 49,237 - $ 4,923,786 See Exhibit F
Long-Term Debt* $ 124,829,490 $ 124,829,490 See Exhibit F
ENTERGY LOUISIANA
Preferred Stock* ENTERGY
LOUISIANA - 350,000 - $ 35,000,000 See Exhibit F
Long-Term Debt* $ 35,087,756 $ 35,087,756 See Exhibit F
SYSTEM ENERGY
Long-Term Debt* SYSTEM
ENERGY - - $ 151,799,831 $ 151,799,831 See Exhibit F
* See annexed schedules (Exhibit F) which identify the amount acquired,
redeemed or retired for each series or issue.
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
(1) Investments In Persons Operating Within Retail Service Area
of Owner
Amount of
Name of Owner Number of Persons and Description Investment
Entergy ECD Investments, LLC (A business development $896,508
Enterprises, Inc. and finance organization serving poverty-
stricken areas in western Mississippi,
eastern Arkansas, and northeastern
Louisiana)
Entergy Louisiana, ECD Investments, LLC BIDCO Corporation (a $1,500,000
Inc. certified Louisiana Capital Company pursuant
to R.S. 51:1922 et seq. and a licensed
Louisiana Business and Industrial
Corporation, pursuant to the Louisiana
Business and Industrial Development
Corporation Act, R.S. 51:2386 et seq.)
(2) Other Investments
Number of % of
Name of Issuer and a Description Shares Voting Carrying Value
Entergy Arkansas Capital Avenue Development Company Limited N/A - $ 2,976,050
(limited partnership engaged in the business Partnership
Of constructing, owning, maintaining, Interest
operating and leasing a 40-story commercial
office building)
Entergy S.A. Central Costanera S.A. Capital stock 8,081,160 6.00 CP 20,549,117
(Owner of a 2,100 MW fossil-fuel steam electric interest
generating facility located in Buenos Aires,
Argentina)
Central Costanera Central Termoelectric Buenos Aires, S.A. Capital stock 3,301,378 7.80 N/A
S.A. (Owner of a 220 MW combined-cycle gas turbine interest
located at the Central Costanera Power Plant in
Buenos Aires, Argentina)
Entergy Australia United Energy Limited (An electric distribution Common stock 1,000 - $ 1,929
DB 1A Pty Limited utility serving customers in the State of
Victoria, Australia)
Entergy MHK MyHomeKey.com, Inc. (Engaged in the business of Series D 1,197,263 - -
Investments LLC owning/operating an internet portal, bringing preferred stock
together buyers and sellers of home products
and services, including electricity and gas)
Entergy Pantellos Corporation (An exempt Common stock 450,783 4.9 $4,439,000
Procurement telecommunications company) ($0.01 par)
Exchange Holding
Corporation
Entergy-Koch Tradespark, L.P. (A leading electronic energy Approximately - - $2,500,000
Trading LP commodity marketplace for North America 5.53% Limited
wholesale transactions in natural gas, Partner Interest
electricity, coal, sulfur dioxide and nitrogen
dioxide emission allowances and weather
financial products)
Entergy Nuclear Private Fuel Storage, LLC ( a Company formed to Approximately - 9.9 -
Indian Point 2 LLC finance and develop a spent nuclear fuel 12.9% Member
storage facility for use by its Member Interest
Companies, as well as, third parties to the
extent of any excess storage capacity)
EGT Holding, Ltd. Scottish & Southern Energy, plc (A vertically Common stock 3,424 - -
integrated energy company operating in the
U.K.)
Entergy Louisiana, Louisiana Energy Services, L.P. (a limited Approximately - - $1,300,000
Inc. partnership formed to develop a 1.5 million 3.97% Limited
separative work unit (SWU)/year centrifuge Partner Interest
uranium enrichment plant)
ITEM 6. OFFICERS AND DIRECTORS
ITEM 6. Part I - Names, Addresses, and Positions Held
ETR = Entergy Corporation
EAI = Entergy Arkansas, Inc.
EGSI = Entergy Gulf States, Inc.
ELI = Entergy Louisiana, Inc.
EMI = Entergy Mississippi, Inc.
ENOI = Entergy New Orleans, Inc.
ESI = Entergy Services, Inc.
ERHC = Entergy Retail Holding Company
EPE&C = Entergy Power E&C Corporation
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C
J. Wayne Anderson VP
639 Loyola Avenue DGC
New Orleans, LA 70113
Kay Kelley Arnold VP
425 W. Capitol
Little Rock, AR 72201
Michael D. Bakewell VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Maureen S. Bateman D
225 Franklin Street
Boston, MA 02101
Joseph L. Blount VP
1340 Echelon Parkway S
Jackson, MS 39213
W. Frank Blount D
15 Piedmont Center, Suite 100
Atlanta, GA 30305
Tracie L. Boutte VP
1600 Perdido Street
New Orleans, LA 70112
S.M. Henry Brown, Jr. VP
1776 Eye St., NW
Suite 275
Washington, D.C. 20006
James D. Bruno VP VP VP
446 North Boulevard
Baton Rouge, LA 70802
Theodore Bunting VP
639 Loyola Avenue
New Orleans, LA 70113
Elaine E. Coleman VP
1600 Perdido Street
New Orleans, LA 70053
E. Renae Conley P P
4809 Jefferson Hwy. CEO CEO
Jefferson, LA 70121 D COB
Bill F. Cossar VP
308 E. Pearl Street
Jackson, MS 39201
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C
Robert L. Cushman VP
20 Greenway Plaza
Houston, TX 77046
George W. Davis D
136 Fishers Shore Road
Columbia, SC 29223
Simon deBree D
HET Overloon 1/6411
TE Heerlen, The Netherlands
James M. DeLong VP
10055 Grogans Mill Road
The Woodlands, TX 77380
Leo P. Denault VP
639 Loyola Avenue
New Orleans, LA 70113
Joan Dobrzynski D
300 Delaware Avenue
Wilmington, DE 19801
Joseph F. Domino P
350 Pine Street CEO
Beaumont, TX 77701 COB
Murphy A. Dreher VP VP VP
446 North Boulevard
Baton Rouge, LA 70802
Johnny D. Ervin VP
639 Loyola Avenue
New Orleans, LA 70113
Kent R. Foster VP
425 W. Capitol
Little Rock, AR 72201
Norman C. Francis D
One Drexel Drive
New Orleans, LA 70125
Frank F. Gallaher SVP P-FOT P-FOT P-FOT P-FOT P-FOT P-FOT
639 Loyola Avenue
New Orleans, LA 70113
Janice C. George VP
639 Isbell Road
Reno, Nevada 89509
David C. Harlan VP
639 Loyola Avenue
New Orleans, LA 70113
Curtis L. Hebert, Jr. EVP EVP
639 Loyola Avenue
New Orleans, LA 70113
Randall W. Helmick VP VP VP
446 N. Boulevard
Baton Rouge, LA 70802
Joseph T. Henderson SVP SVP SVP SVP SVP SVP SVP
10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC
Parkwood II Building
The Woodlands, TX 77380
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C
Donald C. Hintz P D D D D D P D
639 Loyola Avenue COB
New Orleans, LA 70113
Jill I. Israel VP
639 Loyola Avenue GA
New Orleans, LA 70113
Jerry D. Jackson EVP EVP
639 Loyola Avenue
New Orleans, LA 70113
Francis B. Jacobs, II VP
300 Delaware Avenue S
Suite 900
Wilmington, DE 19801
Ray J. Johnson, Jr. VP
639 Loyola Avenue CIO
New Orleans, LA 70113
John T. Kennedy VP
425 W. Capitol
40th Floor
Little Rock, AR 72201
James F. Kenney VP
10055 Grogan's Mill Road
Suite 300
The Woodlands, TX 77380
Doris J. Krick D
639 Isbell Road
Reno, Nevada 89509
Nathan E. Langston SVP SVP SVP SVP SVP SVP SVP SVP
639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
Kimberly Y. Lee VP
639 Loyola Avenue
New Orleans, LA 70113
Peter H. Lendrum VP
639 Loyola Avenue
New Orleans, LA 70113
J. Wayne Leonard CEO CEO
639 Loyola Avenue D
New Orleans, LA 70113
Robert v.d. Luft COB
639 Loyola Avenue
New Orleans, LA 70113
William E. Madison SVP SVP SVP SVP SVP SVP
639 Loyola Avenue
New Orleans, LA 70113
Phillip R. May VP
639 Loyola Avenue
New Orleans, LA 70113
J. Parker McCollough VP
919 Congress Avenue
Suite 740
Austin, TX 78701
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C
Hugh T. McDonald P
425 W. Capitol Avenue CEO
Little Rock, AR 72201 COB
Steven C. McNeal VP VP VP VP VP VP VP VP P
639 Loyola Avenue T T T T T T T T T
New Orleans, LA 70113 D
Eduardo Melendreras VP VP
4809 Jefferson Hwy.
Jefferson, LA 70121
Nancy C. Morovich VP
639 Loyola Avenue
New Orleans, LA 70113
Kathleen A. Murphy D
68 Saddle Rock Road
Stamford, CT 06902
Paul W. Murrill D
206 Sunset Blvd.
Baton Rouge, LA 70808
James J. Mutch VP
10055 Grogan's Mill Road
TheWoodlands, TX 77380
James M. Neikirk VP
639 Loyola Avenue
New Orleans, LA 70113
James R. Nichols D
50 Congress Street, Suite 832
Boston, MA 2109
Daniel F. Packer P
1600 Perdido Street COB
New Orleans, LA 70112 CEO
William A. Percy, III D
1200 Old Leland Road
Greenville, MS 38701
Tom D. Reagan VP
639 Loyola Avenue
New Orleans, LA 70113
Dennis H. Reilley D
39 Old Ridgebury Road
Danbury, CT 06810
Deanna D. Rodriguez VP
639 Loyola Avenue
New Orleans, LA 70113
Carolyn C. Shanks P
308 E. Pearl Street CEO
Jackson, MS 32901 COB
Richard J. Smith GP D D D D D D P
639 Loyola Avenue GP GP GP GP GP GP CEO
New Orleans, LA 70113 D
Wm. Clifford Smith D
P.O. Box 2266
Houma, LA 70361
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C
James Snider D
308 E. Pearl Street
Jackson, MS 39201
Bismark A. Steinhagen D
3850 IS 10 South
Beaumont, TX 77720-0037
Wade H. Stewart VP VP VP
4809 Jefferson Highway
Jefferson, LA 70121
O. H. "Bud" Storey, III VP D
425 W. Capitol DGC
Little Rock, AR 72201
Michael G. Thompson EVP EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue S S S S S S S CLO
New Orleans, LA 70113 GC GC GC GC GC GC GC
Arthur E. F. Wiese VP
639 Loyola Avenue
New Orleans, LA 70113
C. John Wilder EVP EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO CFO
New Orleans, LA 70113 D D D D D D D
Thomas J. Wright SVP
639 Loyola Avenue
New Orleans, LA 70113
Jerry W. Yelverton EVP D
1340 Echelon Parkway CNO
Jackson, MS 39213
John H. Zemanek VP
639 Loyola Avenue
New Orleans, LA 70113
COB = Chairman of the Board CAO = Chief Accounting Officer
CEO = Chief Executive Officer CFO = Chief Financial Officer
P = President CIO = Chief Information Officer
P-FOT = President-Fossil Operations CNO = Chief Nuclear Officer
and Transmission CPO = Chief Procurement Officer
SVP = Senior Vice President CRO = Chief Risk Officer
EVP = Executive Vice President T = Treasurer
VP = Vice President S = Secretary
D = Director GC = General Counsel
GTC = General Tax Counsel CLO = Chief Legal Officer
DGC = Deputy General Counsel
GP = Group President
GA = General Auditor
SERI = System Energy Resources, Inc. POGI = Prudential Oil and Gas, LLC
EOI = Entergy Operations, Inc. VARI = Varibus, LLC
EPI = Entergy Power, Inc. EPGHC= Entergy Power Gas Holdings Corp.
SFI = System Fuels, Inc. GSG&T= GSG&T, Inc.
ERI = Entergy Resources, Inc. SGRC = Southern Gulf Railway Company
As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC
Craig G. Anderson VP
1448 S. R. 333
Russellville, AR 72802
Joseph L. Blount S S
1340 Echelon Parkway
Jackson, MS 39213
William R. Campbell VP
1340 Echelon Parkway
Jackson, MS 39213
Douglas R. Castleberry VP
425 West Capitol Avenue
Little Rock, AR 72203
Michael P. Childers P
20 Greenway Plaza CEO
Houston, TX 77046 D
Robert J. Cushman VP VP
20 Greenway Plaza
Houston, TX 77046
Leo P. Denault M
639 Loyola Avenue
New Orleans, LA 70113
Deborah S. Dudenhefer M
639 Loyola Avenue
New Orleans, LA 70113
William A. Eaton VP
P.O. Box 756
Port Gibson, MS 39150
Randall K. Edington VP
5485 U. S. Highway 61
St. Francisville, LA 70775
Patricia A. Galbraith M
639 Loyola Avenue
New Orleans, LA 70113
Janice C. George VP
639 Isbell Road
Reno, Nevada 89509
Joseph T. Henderson SVP SVP SVP SVP SVP M SVP SVP
10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC
Parkwood II Building
The Woodlands, TX 77380
John T. Herron VP
17265 River Road
Killona, LA 7066
Paul D. Hinnenkamp VP
5485 U. W. Hwy. 61
St. Francisville, LA 70775
As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC
Donald C. Hintz D D D D D D
639 Loyola Avenue
New Orleans, LA 70113
James F. Kenney P M P P
10055 Grogan's Mill Road CEO CEO CEO
Suite 300 COB COB COB
The Woodlands, TX 77380
Doris J. Krick D
639 Isbell Road
Reno, Nevada 89509
Nathan E. Langston SVP SVP SVP M SVP SVP
639 Loyola Avenue CAO CAO CAO CAO CAO
New Orleans, LA 70113
William E. Madison SVP
639 Loyola Avenue
New Orleans, LA 70113
J. Thomas McClain VP
20 Greenway Plaza
Houston, TX 77046
John R. McGaha P
1340 Echelon Pkwy
Jackson, MS 39286
Steven C. McNeal VP VP T VP VP M M P VP VP
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113 D
Frederick F. Nugent GC
20 Greenway Plaza
Houston, TX 77046
Geoffrey D. Roberts P
20 Greenway Plaza CEO
Houston, TX 77046 D
Christopher T. Screen M
639 Loyola Avenue
New Orleans, LA 70113
James W. Snider D
308 E. Pearl Street
Jackson, MS 39201
Gary J. Taylor SVP
1340 Echelon Parkway COO
Jackson, MS 39213
Michael G. Thompson EVP EVP VP M M EVP EVP
639 Loyola Avenue D S S S S
New Orleans, LA 70113 S
Murry Weaver VP
20 Greenway Plaza
Houston, TX 77046
Paul J. Wielgus VP
20 Greenway Plaza
Houston, TX 77046
As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC
C. John Wilder EVP EVP D EVP D M EVP EVP
639 Loyola Avenue CFO CFO CFO CFO CFO
New Orleans, LA 70113 D D D D D
Jerry W. Yelverton COB COB
1340 Echelon Parkway P CEO
Jackson, MS 39213 CEO
COB = Chairman of the Board CAO= Chief Accounting Officer
CEO = Chief Executive Officer CFO= Chief Financial Officer
P = President COO= Chief Operating Officer
SVP = Senior Vice President T = Treasurer
EVP = Executive Vice President S = Secretary
VP = Vice President GTC= General Tax Counsel
D = Director GC = General Counsel
M = Manager GP = Group President
EEI = Entergy Enterprises, Inc.
EOSI = Entergy Operations Services, Inc.
EHI = Entergy Holdings, Inc.
ENI = Entergy Nuclear, Inc.
EPDC = Entergy Power Development Corporation
EPGC = Entergy Power Generation Corporation
EPEHC = Entergy Procurement Exchange Holding Corporation
EWO = EWO Marketing Holding LLC
EGTH = Entergy Global Trading Holdings LTD
ETUNO = Entergy Thermal - UNO, LLC
As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO
Robert M. Bellamy VP
600 Rocky Hill Road
Duxburg, MA 02331
Christopher J. Bernard D
20 Greenway Plaza S
Houston, TX 77046
Garth Brett VP VP
Equitable House GM
47 King William Street
London, UK ECAR9JD
John E. Carlson M
1661 Gravier Street
New Orleans, LA 70112
Douglas R. Castleberry VP
425 West Capitol Avenue
Little Rock, AR 72203
Michael P. Childers SVP SVP SVP
20 Greenway Plaza CDO CDO
Houston, TX 77046
Robert J. Cushman VP VP VP VP
20 Greenway Plaza
Houston, TX 77046
Leo P. Denault P
639 Loyola Avenue CEO
New Orleans, LA 70113
Joan Dobrzynski D
300 Delaware Avenue
Wilmington, DE 19801
Frank F. Gallaher COB
639 Loyola Avenue CEO
New Orleans, LA 70113 P
Turgay Gurun VP VP
Equitable House
47 King William Street
London, EC4R 9JD
Joseph T. Henderson SVP SVP SVP SVP SVP SVP D
10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC
Parkwood II Building
The Woodlands, TX 77380
Donald C. Hintz D D D D D D
639 Loyola Avenue
New Orleans, LA 70113
As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO
C. Randy Hutchinson SVP
1340 Echelon Parkway
Jackson, MS 39213
Francis B. Jacobs, II VP
300 Delaware Ave, 9th Floor S
Wilmington, DE 19801
Margarita G. Jannasch VP VP VP
20 Greenway Plaza
Houston, TX 77046
Michael R. Kansler SVP
440 Hamilton Avenue COO
White Plains, NY 10601
Danny R. Keuter VP
1340 Echelon Parkway
Jackson, MS 39213
Thomas S. LaGuardia VP
148 New Milford Road East
Bridgewater, CT 06752
Nathan E. Langston SVP SVP SVP
639 Loyola Avenue CAO CAO CAO
New Orleans, LA 70113
J. Wayne Leonard P
639 Loyola Avenue COB
New Orleans, LA 70113
J. Thomas McClain M
20 Greenway Plaza
Houston, TX 77046
Steven C. McNeal VP VP VP VP VP VP VP T
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113
Robert A. Malone VP VP
20 Greenway Plaza
Houston, TX 77046
Elizabeth Martin VP
639 Loyola Avenue
New Orleans, LA 70113
Robert J. Moore VP VP VP
20 Greenway Plaza
Houston, TX 77046
James M. Neikirk P
639 Loyola Avenue
New Orleans, LA 70113
Frederick F. Nugent VP VP VP VP
20 Greenway Plaza GC GC
Houston, TX 77046
Danny L. Pace VP
440 Hamilton Street
White Plains, NY 10601
Geoffrey D. Roberts P P P P
20 Greenway Plaza CEO D D D
Houston, TX 77046 D
As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO
Stanley A. Ross VP
20 Greenway Plaza
Houston, TX 77046
Eric E. Silagy VP VP
20 Greenway Plaza
Houston, TX 77046
Theodore A. Sullivan VP
NPP 268 Lake Road
Lycoming, NY 13093
Marvin L. Thomas VP
20 Greenway Plaza
Houston, TX 77046
Michael G. Thompson EVP EVP EVP EVP EVP EVP S
639 Loyola Avenue S S S S S S
New Orleans, LA 70113 GC D
Murry Weaver VP VP D
20 Greenway Plaza
Houston, TX 77046
Paul J. Wielgus SVP VP VP
20 Greenway Plaza
Houston, TX 77046
C. John Wilder D EVP D EVP EVP EVP D
639 Loyola Avenue CFO CFO D CFO
New Orleans, LA 70113 D D D
J. Bradley Williams SVP VP VP
20 Greenway Plaza
Houston, TX 77046
Jane Wilson VP VP
Equitable House
47 King William Street
London, UK ECAR9JD
Jerry W. Yelverton P
1340 Echelon Parkway COB
Jackson, MS 39213 CEO
COB = Chairman of the Board T = Treasurer
CEO = Chief Executive Officer S = Secretary
COO = Chief Operating Officer D = Director
P = President CFO = Chief Financial Officer
SVP = Senior Vice President GC = General Counsel
EVP = Executive Vice President CDO = Chief Development Officer
VP = Vice President GM = General Manager
M = Manager
EGPOC = Entergy Global Power Operations Corporation
ETHC = Entergy Technology Holding Company
EPHUSA = Entergy Power Holdings USA Corp.
EIHL = Entergy International Holdings Ltd., LLC
EVHC = Entergy Ventures Holding Company Inc.
ENHC = Entergy Nuclear Holding Company
ENHC1 = Entergy Nuclear Holding Company # 1.
ENHC2 = Entergy Nuclear Holding Company # 2
EPTBH = Entergy PTB Holding Company
ENFHI = Entergy Nuclear Finance Holding Inc.
As of December 31, 2001 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 ETBHC ENFHI
Douglas Castleberry VP VP
425 W. Capitol D
Little Rock, AR 72201
Michael P. Childers VP P
20 Greenway Plaza D
Houston, TX 77046
Robert J. Cushman VP VP
20 Greenway Plaza
Houston, TX 77046
Joan Dobrzynski D D D
300 Delaware Avenue
Wilmington, DE 19801
Dave C. Harlan P CFO
639 Loyola Avenue CEO VP
New Orleans, LA 70113 D T
D
Curtis L. Hebert Jr. D
639 Loyola Avenue
New Orleans, LA 70113
Joseph T. Henderson SVP SVP SVP SVP SVP SVP
10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC
Parkwood II Building
The Woodlands, TX 77380
Donald C. Hintz COB D D D
639 Loyola Avenue
New Orleans, LA 70113
Francis B. Jacobs, II VP VP VP
300 Delaware Avenue S S
Suite 900
Wilmington, DE 19801
Michael R. Kansler P
440 Hamilton Avenue CEO
White Plains, NY 10601
Nathan E. Langston SVP SVP SVP SVP SVP SVP
639 Loyola Avenue CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
J. Wayne Leonard D
639 Loyola Avenue
New Orleans, LA 70113
Steven C. McNeal VP VP T VP VP VP VP VP VP
639 Loyola Avenue T T T T T T T T
New Orleans, LA 70113
As of December 31, 2001 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 ETBHC ENFHI
Robert A. Malone VP
20 Greenway Plaza
Houston, TX 77046
Frederick F. Nugent VP VP
20 Greenway Plaza S
Houston, TX 77046 D
Denise R. Redmann S
639 Loyola Avenue
New Orleans, LA 70113
Geoffrey D. Roberts P
20 Greenway Plaza D
Houston, TX 77046
Stanley A. Ross D
20 Greenway Plaza VP
Houston, TX 77046
Richard J. Smith P
639 Loyola Avenue CEO
New Orleans, LA 70113 D
O. H. Storey, III D VP
425 W. Capitol S
Little Rock, AR 72201 D
Michael G. Thompson EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue S S S CLO S S CLO
New Orleans, LA 70113 D
Paul J. Wielgus VP
20 Greenway Plaza
Houston, TX 77046
C. John Wilder EVP CFO CFO EVP CFO CFO CFO
639 Loyola Avenue D P P D EVP EVP EVP
New Orleans, LA 70113 D D D D
Jerry W. Yelverton P P D P
1340 Echelon Parkway CEO COB CEO
Jackson, MS 39213 D CEO D
COB = Chairman of the Board CAO = Chief Accounting Officer
CEO = Chief Executive Officer CFO = Chief Financial Officer
P = President GC = General Counsel
EVP = Executive Vice President GTC = General Tax Council
SVP = Senior Vice President S = Secretary
VP = Vice President D = Director
T = Treasurer
CLO = Chief Legal Officer
ITEM 6. Part II - Financial Connections
As of December 31, 2001
Name and Location Position Applicable
Name of Officer of Held in Financial Exemption
or Director Financial Institution Institution Rule
(1) (2) (3) (4)
Norman C. Francis Liberty Bank and Trust Director 70(a)
New Orleans, LA
The Equitable Life Assurance Society Director 70(b)
New York, NY
Robert v.d. Luft Stonebridge Bank Director 70(b)
West Chester, PA
Item 6. Part III (a) - Executive Compensation
Summary Compensation Table
The following table includes the Chief Executive Officers and the
four other most highly compensated executive officers in office as of
December 31, 2001 at Entergy Corporation, Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources,
Inc., Entergy Operations, Inc., Entergy Services, Inc., System Fuels,
Inc., GSG&T, Inc., Prudential Oil and Gas LLC, Southern Gulf Railway
Company, Varibus LLC, Entergy Enterprises, Inc., Entergy Global Power
Operations Corporation, Entergy Global Trading Holdings Ltd., Entergy
Holdings Inc., Entergy International Holdings Ltd. LLC, Entergy
Nuclear Finance Holding Inc., Entergy Nuclear Holding Company, Entergy
Nuclear Holding Company #1, Entergy Nuclear Holding Company #2,
Entergy Nuclear Inc., Entergy Operations Services Inc., Entergy Power
Inc., Entergy Power Development Corporation, Entergy Power E&C
Corporation, Entergy Power Gas Holdings Corporation, Entergy Power
Generation Corporation, Entergy Power Holdings USA Corporation,
Entergy Procurement Exchange Holding Corporation, Entergy PTB Holding
Company, Entergy Resources Inc., Entergy Retail Holding Company,
Entergy Technology Holding Company, Entergy Thermal-UNO LLC, Entergy
Ventures Holding Company Inc., and EWO Marketing Holding LLC
(collectively, the "Named Executive Officers"). This determination
was based on total annual base salary and bonuses from all Entergy
sources earned during the year 2001. See Item 6. Part I, "Names,
Addresses, and Positions Held," above for information on the principal
positions of the Named Executive Officers in the table below.
As shown in Item 6. Part I, most Named Executive Officers are
employed by several Entergy companies. Because it would be
impracticable to allocate such officers' salaries among the various
companies, the table below includes aggregate compensation paid by all
Entergy companies.
Long-Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities (a) (b) All
Annual Stock Underlying LTIP Other
Name Year Salary Bonus Comp. Awards Options Payouts Comp.
Michael P. Childers 2001 $342,052 $210,833 $3,125 (c) 45,500 shares $ - $5,214
2000 306,442 588,316 39,375 $772,500 (c)(d) 0 197,257 -
E. Renae Conley 2001 $308,769 $486,186 $46,240 (c) 34,600 shares $ - $10,742
2000 282,642 280,000 41,573 (c) 20,000 181,109 8,559
1999 215,000 344,934 29,662 $84,188 (c)(d) 7,500 - 7,747
Leo P. Denault 2001 $265,967 $299,000 $12,375 (c) 16,300 shares $ - $7,253
2000 257,637 295,225 8,438 (c) 18,500 181,109 6,256
1999 206,731 280,131 14,834 (c) 7,500 - 11,865
Joseph F. Domino 2001 $245,384 $292,583 $48,254 (c) 14,800 shares $ - $7,150
2000 235,358 180,732 51,399 (c) 20,000 142,314 7,084
1999 223,569 200,210 7,072 (c) 13,487 - 6,838
Frank F. Gallaher 2001 $432,828 $524,828 $161,787 (c) 60,000 shares $ - $16,574
2000 416,390 504,642 127,484 (c) 34,500 328,084 13,910
1999 401,161 303,855 38,496 (c) 39,500 - 13,545
David C. Harlan 2001 $207,712 $270,000 $22,490 (c) 16,300 shares $ - $7,597
2000 198,673 185,375 35,806 (c) 20,000 196,929 4,736
1999 188,279 114,600 30,064 (c) 16,750 - 4,800
Joseph T. Henderson 2001 $287,694 $502,500 $45,450 (c) 22,200 shares $ - $8,757
2000 285,596 303,975 61,818 $151,425 (c)(d) 22,200 172,773 14,419
1999 222,115 201,100 36,004 (c) 7,500 - 21,983
Donald C. Hintz 2001 $599,423 $779,000 $198,321 (c) 160,000 shares $ - $21,605
2000 570,096 743,000 104,399 (c) 175,000 1,181,837 26,516
1999 535,713 495,000 76,188 (c) 272,000 - 22,156
Long-Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities (a) (b) All Other
Annual Stock Underlying LTIP Comp.
Name Year Salary Bonus Comp. Awards Options Payouts
Jerry D. Jackson 2001 $475,345 $576,382 $19,646 (c) 80,000 shares $ - $17,378
2000 458,223 554,214 58,758 (c) 58,500 1,181,575 15,162
1999 442,809 403,554 39,670 (c) 94,000 - 15,497
Michael R. Kansler 2001 $319,231 $486,021 $11,351 (c) 40,000 shares $ - $12,261
2000 240,885 424,283 66,983 $189,375 (c)(d) 35,000 147,894 47,272
1999 212,708 109,392 13,674 (c) 8,688 - 3,195
James F. Kenney 2001 $217,538 $220,459 $20,685 (c) 15,500 shares $ - $ 7,938
2000 208,921 211,932 22,433 (c) 15,500 196,929 6,241
1999 200,947 105,035 26,259 (c) 14,250 - 6,089
J. Wayne Leonard 2001 $897,500 $1,684,800 $3,709 $7,400,000 (c)(d) 330,600 shares $ - $ -
2000 836,538 1,190,000 11,646 (c) 330,600 2,410,413 -
1999 771,938 840,000 2,570 (c) 255,000 - -
Hugh T. McDonald 2001 $231,335 $333,078 $118,502 (c) 14,800 shares $ - $18,664
2000 209,400 165,000 53,808 (c) 34,600 172,773 54,878
1999 181,704 176,267 438 (c) 14,700 - 5,429
Steven C. McNeal 2001 $193,654 $212,500 $7,188 (c) 16,600 shares $ - $ 8,139
2000 182,333 129,223 - (c) 15,000 - 4,606
1999 171,077 78,100 - (c) 5,925 - 4,800
James M. Neikirk 2001 $238,775 $100,074 $15,403 (c) 16,300 shares $ - $ 8,779
2000 232,637 120,000 17,645 (c) 18,500 196,995 8,643
1999 225,000 220,308 32,492 (c) 5,000 - 23,808
Daniel F. Packer 2001 $228,209 $262,881 $15,410 (c) 14,800 shares $ - $ 7,055
2000 219,432 167,382 16,433 (c) 20,000 196,929 6,658
1999 211,055 127,920 10,517 (c) 16,750 - 6,583
Geoffrey D. Roberts 2001 $463,338 $276,338 $7,694 (c) 62,500 shares $ - $15,615
2000 439,889 913,411 6,200 (c) 58,500 641,184 9,663
1999 351,442 682,500 - $1,122,480(c)(d) 180,000 - -
Carolyn C. Shanks 2001 $241,085 $287,672 $17,140 (c) 14,800 shares $ - $ 7,206
2000 231,193 182,530 2,594 (c) 20,000 104,241 4,858
1999 208,931 133,950 2,549 (c) 11,050 - 4,800
Richard J. Smith 2001 $368,269 $510,000 $33,561 (c) 50,000 shares $ - $12,655
2000 298,308 363,323 35,316 (c) 50,000 263,032 50,640
1999 89,904 404,624 3,053 $149,688 (c)(d) 25,000 - 4,065
Michael G. Thompson 2001 $385,136 $480,000 $140,577 (c) 40,000 shares $ - $13,095
2000 349,691 433,305 49,668 (c) 40,000 590,787 11,294
1999 336,378 254,910 53,407 (c) 28,700 - 11,280
C. John Wilder 2001 $493,128 $600,000 $158,059 (c) 87,700 shares $ - $16,284
2000 468,392 619,370 148,540 (c) 87,700 953,006 13,919
1999 445,191 406,693 119,878 (c) 52,500 - 20,035
Jerry W. Yelverton 2001 $443,269 $540,000 $145,389 (c) 65,000 shares $ - $14,697
2000 408,846 510,000 4,197 $201,875 (c)(d) 58,900 503,482 12,732
1999 363,997 328,500 8,036 (c) 49,400 - 11,286
(a) Amounts include the value of restricted shares that vested in 2000
(see note (c) below) under Entergy's Equity Ownership Plan.
(b) Includes the following:
(1) 2001 benefit accruals under the Defined Contribution Restoration
Plan as follows: Ms. Conley $3,392; Mr. Denault $2,054; Mr. Domino
$1,600; Mr. Gallaher $8,578; Mr. Harlan $3,044; Mr. Henderson $5,057;
Mr. Hintz $14,415; Mr. Jackson $11,272; Mr. Kansler $4,611; Mr.
Kenney $988; Mr. McDonald $1,666; Mr. McNeal $489; Mr. Neikirk
$1,129; Mr. Packer $1,473; Mr. Roberts $8,577; Ms. Shanks $2,003;
Mr. Smith $6,826; Mr. Thompson $7,348; Mr. Wilder $8,367; and
Mr. Yelverton $8,732.
(2) 2001 employer contributions to the System Savings Plan as follows:
Mr. Childers $5,214; Ms. Conley $6,269; Mr. Denault $5,199; Mr. Domino
$5,550; Mr. Gallaher $7,996; Mr. Harlan $4,553; Mr. Henderson $3,700;
Mr. Hintz $6,681; Mr. Jackson $6,106; Mr. Kansler $7,650; Mr. Kenney
$6,951; Mr. McDonald $5,527; Mr. McNeal $7,650; Mr. Neikirk $7,650;
Mr. Packer $5,582; Mr. Roberts $7,038; Ms. Shanks $5,203; Mr. Smith
$5,829; Mr. Thompson $5,747; Mr. Wilder $7,917; and Mr. Yelverton
$5,965.
(3) 2001 reimbursements for moving expenses as follows: Ms. Conley
$1,081; Mr. Hintz $509; and Mr. McDonald $11,471.
(c) Restricted unit awards (equivalent to shares of Entergy
Corporation common stock) in 2001 are reported under the "Long-Term
Incentive Plan Awards" table, and reference is made to this table for
information on the aggregate number of restricted units awarded during
2001 and the vesting schedule for such units. At December 31, 2001,
the number and value of the aggregate restricted unit holdings were as
follows: Mr. Childers 37,600 units, $1,470,536; Ms. Conley 15,200
units, $594,472; Mr. Denault 6,200 units, $242,482; Mr. Domino 6,200
units, $242,482; Mr. Gallaher 24,500 units, $958,195; Mr. Harlan 10,300
units, $402,833; Mr. Henderson 17,500 units, $684,425; Mr. Hintz 57,000
units, $2,229,270; Mr. Jackson 25,400 units, $993,394; Mr. Kansler
20,800 units, $813,488; Mr. Kenney 6,200 units, $242,482; Mr. Leonard
246,000 units, $9,621,060; Mr. McDonald 6,800 units, $265,948; Mr.
McNeal 5,200 units, $203,372; Mr. Neikirk 6,200 units, $242,482; Mr.
Packer 6,200 units, $242,482; Mr. Roberts 49,400 units, $1,932,034; Ms.
Shanks 6,200 units, $242,482; Mr. Smith 21,867 units, $855,218; Mr.
Thompson 22,200 units, $868,242; Mr. Wilder 25,400 units, $993,394; and
Mr. Yelverton 32,400 units, $1,267,164. Accumulated dividends are paid
on restricted units when vested. The value of restricted unit holdings
as of December 31, 2001 is determined by multiplying the total number
of units held by the closing market price of Entergy Corporation common
stock on the New York Stock Exchange Composite Transactions on December
31, 2001 ($39.11 per share). The value of stock for which restrictions
were lifted in 2000, and the applicable portion of accumulated cash
dividends, are reported in the LTIP payouts column in the above table.
(d) Restricted units were granted to the following individuals in
addition to those granted under the Long Term Incentive Plan. Mr.
Childers was granted 30,000 units in 2000. The units will vest
incrementally over a three-year period that began in 2001, based on
continued service with Entergy Corporation. Accumulated dividends will
not be paid. Ms. Conley was granted 3,000 units in 1999. Restricted
units awarded vest incrementally over a three-year period that began in
2000, based on continued service with Entergy Corporation.
Restrictions are lifted annually. Accumulated dividends will be paid.
Mr. Henderson was granted 7,500 units in 2000. 1,500 units will vest
in March 2001 and 2002, and 4,500 will vest in March 2003. Accumulated
dividends will not be paid. Mr. Kansler was granted 7,500 units in
2000. 1,500 units will vest in January 2001 and 2002 and 4,500 will
vest in January 2003. Accumulated dividends will not be paid. In
January 2001, Mr. Leonard was granted 200,000 restricted units. 50,000
of the restricted stock units will vest on each of December 31, 2001,
December 31, 2002, December 31, 2003 and December 31, 2004, based on
continued service with Entergy Corporation. Accumulated dividends will
not be paid on Mr. Leonard's restricted units when vested. Mr. Roberts
was granted 40,000 restricted units in 1999. Restricted units awarded
vest incrementally over a five-year period that began in 2000, based on
continued service with Entergy Corporation. Restrictions are lifted
annually. Accumulated dividends will be paid. Mr. Smith was granted
5,000 restricted units in 1999. Restricted units awarded vest
incrementally over a three-year period that began in 2000, based on
continued service with Entergy Corporation. Restrictions are lifted
annually. Accumulated dividends will not be paid. Mr. Yelverton was
granted 10,000 units in 2000. Restrictions will be lifted on 3,000
units in 2001 and 2002, and the remaining 4,000 units in 2003.
Accumulated dividends will not be paid. The value these individuals
may realize is dependent upon both the number of units that vest and
the future market price of Entergy Corporation common stock.
Option Grants in 2001
The following table summarizes option grants during 2001 to the
Named Executive Officers. The absence, in the table below, of any
Named Executive Officer indicates that no options were granted to
such officer.
Individual Grants Potential Realizable
% of Total Value
Number of Options at Assumed Annual
Securities Granted to Exercise Rates of Stock
Underlying Employees Price Price Appreciation
Options in (per Expiration for Option Term(b)
Name Granted (a) 2001 share) (a) Date 5% 10%
Michael Childers 45,500 0.5% $ 37.00 1/25/11 $1,058,744 $2,683,065
E. Renae Conley 34,600 0.4% 37.00 1/25/11 805,111 2,040,309
Leo P. Denault 16,300 0.2% 37.00 1/25/11 379,286 961,186
Joseph F. Domino 14,800 0.2% 37.00 1/25/11 344,383 872,733
Frank F. Gallaher 60,000 0.7% 37.00 1/25/11 1,396,146 3,538,108
David C. Harlan 16,300 0.2% 37.00 1/25/11 379,286 961,186
Joseph T. Henderson 22,200 0.3% 37.00 1/25/11 516,574 1,309,100
Donald C. Hintz 160,000 1.9% 37.00 1/25/11 3,723,056 9,434,955
Jerry D. Jackson 80,000 0.9% 37.00 1/25/11 1,861,528 4,717,478
Michael R. Kansler 40,000 0.5% 37.00 1/25/11 930,764 2,358,739
James F. Kenney 15,500 0.2% 37.00 1/25/11 360,671 914,011
J. Wayne Leonard 330,600 3.8% 37.00 1/25/11 7,692,765 19,494,977
Hugh T. McDonald 14,800 0.2% 37.00 1/25/11 344,383 872,733
Steven C. McNeal 16,600 0.2% 37.00 1/25/11 386,267 978,877
James M. Neikirk 16,300 0.2% 37.00 1/25/11 379,286 961,186
Daniel F. Packer 14,800 0.2% 37.00 1/25/11 344,383 872,733
Geoffrey D. Roberts 62,500 0.7% 37.00 1/25/11 1,454,319 3,685,529
Carolyn C. Shanks 14,800 0.2% 37.00 1/25/11 344,383 872,733
Richard J. Smith 50,000 0.6% 37.00 1/25/11 1,163,455 2,948,424
Michael G. Thompson 40,000 0.5% 37.00 1/25/11 930,764 2,358,739
C. John Wilder 87,700 1.0% 37.00 1/25/11 2,040,700 5,171,535
Jerry W. Yelverton 65,000 0.8% 37.00 1/25/11 1,512,492 3,832,951
(a) Options were granted on January 25, 2001, pursuant to the Equity
Ownership Plan. All options granted on this date have an exercise
price equal to the closing price of Entergy Corporation common stock on
the New York Stock Exchange Composite Transactions on January 25, 2001.
These options will vest incrementally over a three-year period
beginning in 2002.
(b) Calculation based on the market price of the underlying securities
assuming the market price increases over a ten-year option period and
assuming annual compounding. The column presents estimates of potential
values based on simple mathematical assumptions. The actual value, if
any, a Named Executive Officer may realize is dependent upon the market
price on the date of option exercise.
Aggregated Option Exercises in 2001 and December 31, 2001 Option
Values
The following table summarizes the number and value of
options exercised during 2001, as well as the number and value of
all unexercised options held by the Named Executive Officers. The
absence, in the table below, of any Named Executive Officer
indicates that no options are held by such officer.
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Shares Acquired Value as of December 31, 2001 as of December 31, 2001(b)
Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable
Michael Childers - $ - - 45,500 $ - $ 96,005
E. Renae Conley - - 11,666 50,434 162,627 315,436
Leo P. Denault - - 11,166 31,134 154,572 260,713
Joseph F. Domino - - 17,156 32,631 213,265 287,288
Frank F. Gallaher 34,000 566,563 24,166 60,834 309,054 992,165
David C. Harlan - - 17,999 35,218 234,450 300,423
Joseph T. Henderson - - 12,400 39,500 170,389 310,858
Donald C. Hintz 2,500 22,916 238,833 420,667 2,778,663 3,477,946
Jerry D. Jackson - - 60,833 150,334 633,897 1,084,501
Michael R. Kansler 8,396 153,329 6,166 66,231 99,334 486,884
James F. Kenney - - 23,416 30,584 244,607 242,755
J. Wayne Leonard - - 280,200 636,000 3,334,647 5,027,873
Hugh T. McDonald 18,199 293,945 3,133 42,768 28,738 455,918
Steven C. McNeal 1,500 30,465 8,950 28,575 116,781 214,242
James M. Neikirk - - 9,499 30,301 129,906 248,385
Daniel F. Packer - - 17,832 33,718 209,809 297,258
Geoffrey D. Roberts 30,000 479,625 84,500 186,500 1,032,233 1,699,203
Carolyn C. Shanks 10,349 185,632 - 31,818 - 279,831
Richard J. Smith - - 33,332 91,668 421,358 718,955
Michael G. Thompson - - 52,466 76,234 583,743 601,759
C. John Wilder - - 64,233 163,667 791,892 1,287,469
Jerry W. Yelverton 60,816 893,685 - 120,734 - 920,785
(a) Based on the difference between the closing price of Entergy
Corporation's common stock on the New York Stock Exchange Composite
Transactions on the exercise date and the option exercise price.
(b) Based on the difference between the closing price of Entergy
Corporation's common stock on the New York Stock Exchange Composite
Transactions on December 31, 2001, and the option exercise price.
Long-Term Incentive Plan Awards in 2001
The following Table summarizes the awards of restricted units
(equivalent to shares of Entergy Corporation common stock) granted
under the Equity Ownership Plan in 2001 to the Named Executive
Officers.
Estimated Future Payouts Under
Non-Stock Price-Based Plans (#
of units) (a) (b)
Number of Performance Period Until
Name Units Maturation or Payout Threshold Target Maximum
Michael P. Childers 8,800 1/1/01-12/31/03 3,000 5,900 8,800
E. Renae Conley 7,500 1/1/01-12/31/03 2,500 5,000 7,500
Leo P. Denault 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Joseph F. Domino 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Frank F. Gallaher 12,700 1/1/01-12/31/03 4,300 8,500 12,700
David C. Harlan 5,900 1/1/01-12/31/03 2,000 3,953 5,900
Joseph T. Henderson 6,500 1/1/01-12/31/03 2,200 4,356 6,500
Donald C. Hintz 28,500 1/1/01-12/31/03 9,500 19,000 28,500
Jerry D. Jackson 12,700 1/1/01-12/31/03 4,300 8,500 12,700
Michael R. Kansler 7,500 1/1/01-12/31/03 2,500 5,000 7,500
James F. Kenney 3,100 1/1/01-12/31/03 1,100 2,100 3,100
J. Wayne Leonard 48,000 1/1/01-12/31/03 16,000 32,000 48,000
Hugh T. McDonald 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Steven C. McNeal 3,100 1/1/01-12/31/03 1,100 2,100 3,100
James M. Neikirk 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Daniel F. Packer 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Geoffrey D. Roberts 12,700 1/1/01-12/31/03 4,300 8,500 12,700
Carolyn C. Shanks 3,100 1/1/01-12/31/03 1,100 2,100 3,100
Richard J. Smith 11,000 1/1/01-12/31/03 3,700 7,333 11,000
Michael G. Thompson 12,000 1/1/01-12/31/03 4,100 8,014 12,000
C. John Wilder 12,700 1/1/01-12/31/03 4,300 8,500 12,700
Jerry W. Yelverton 12,700 1/1/01-12/31/03 4,300 8,500 12,700
(a) Restricted units awarded will vest at the end of a three-year
period, subject to the attainment of approved performance goals for
Entergy. Restrictions are lifted based upon the achievement of the
cumulative result of these goals for the performance period. The value
any Named Executive Officer may realize is dependent upon both the
number of units that vest and the future market price of Entergy
Corporation common stock.
(b) The threshold, target, and maximum levels correspond to the
achievement of 50%, 100%, and 150%, respectively, of Equity Ownership
Plan goals. Achievement of a threshold, target, or maximum level would
result in the award of the number of units indicated in the respective
column. Achievement of a level between these three specified levels
would result in the award of a number of units calculated by means of
interpolation.
Pension Plan Tables
Retirement Income Plan Table
Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000
200,000 45,500 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
650,000 146,250 195,000 243,750 292,500 341,250
950,000 213,750 285,000 356,250 427,500 498,750
All of the Named Executive Officers participate in a Retirement
Income Plan, a defined benefit plan, that provides a benefit for
employees at retirement from Entergy based upon (1) generally all years
of service beginning at age 21 through termination, with a forty-year
maximum, multiplied by (2) 1.5%, multiplied by (3) the final average
compensation. Final average compensation is based on the highest
consecutive 60 months of covered compensation in the last 120 months of
service. The normal form of benefit for a single employee is a
lifetime annuity and for a married employee is a 50% joint and survivor
annuity. Other actuarially equivalent options are available to each
retiree. Retirement benefits are not subject to any deduction for
Social Security or other offset amounts. The amount of the Named
Executive Officers' annual compensation covered by the plan as of
December 31, 2001, is represented by the salary column in the Summary
Compensation Table above.
The credited years of service under the Retirement Income Plan, as
of December 31, 2001, for the following Named Executive Officers is as
follows: Mr. Denault 2; Mr. Domino 31; Mr. Gallaher 32; Mr. Harlan 29;
Mr. Henderson 2; Mr. Jackson 22; Mr. Leonard 3; Mr. McDonald 19; Mr.
McNeal 19; Mr. Neikirk 3; Mr. Packer 19; Mr. Roberts 2; Ms. Shanks 18;
and Mr. Yelverton 22. The credited years of service under the
Retirement Income Plan, as of December 31, 2001 for the following Named
Executive Officers, as a result of entering into supplemental
retirement agreements, is as follows: Mr. Childers 11; Ms. Conley 19;
Mr. Hintz 30; Mr. Kansler 22; Mr. Kenney 23; Mr. Smith 25; Mr. Thompson
25; and Mr. Wilder 18.
The maximum benefit under the Retirement Income Plan is limited by
Sections 401 and 415 of the Internal Revenue Code of 1986, as amended;
however, certain companies have elected to participate in the Pension
Equalization Plan sponsored by Entergy Corporation. Under this plan,
certain executives, including the Named Executive Officers, would
receive an additional amount equal to the benefit that would have been
payable under the Retirement Income Plan, except for the Sections 401
and 415 limitations discussed above.
In addition to the Retirement Income Plan discussed above,
certain companies participate in the Supplemental Retirement Plan of
Entergy Corporation and Subsidiaries (SRP) and the Post-Retirement
Plan of Entergy Corporation and Subsidiaries (PRP). Participation is
limited to one of these two plans and is at the invitation of a
participating employer. The participant may receive from the
appropriate Entergy company a monthly benefit payment not in excess of
..025 (under the SRP) or .0333 (under the PRP) times the participant's
average base annual salary (as defined in the plans) for a maximum of
120 months. Mr. Harlan, Mr. Hintz, Mr. Packer and Mr. Yelverton have
entered into a Supplemental Retirement Plan participation contract,
and Mr. Gallaher and Mr. Jackson have entered into Post-Retirement
Plan participation contracts. Current estimates indicate that the
annual payments to each Named Executive Officer under the above plans
would be less than the payments to that officer under the System
Executive Retirement Plan discussed below.
System Executive Retirement Plan Table (1)
Annual
Covered Years of Service
Compensation 15 20 25 30+
$ 200,000 $ 90,000 $100,000 $110,000 $120,000
300,000 135,000 150,000 165,000 180,000
400,000 180,000 200,000 220,000 240,000
500,000 225,000 250,000 275,000 300,000
600,000 270,000 300,000 330,000 360,000
700,000 315,000 350,000 385,000 420,000
1,000,000 450,000 500,000 550,000 600,000
(1) Covered pay includes the average of the highest three years of
annual base pay and incentive awards earned by the executive
during the ten years immediately preceding his retirement.
Benefits shown are based on a target replacement ratio of 50%
based on the years of service and covered compensation shown.
The benefits for 10, 15, and 20 or more years of service at
the 45% and 55% replacement levels would decrease (in the case
of 45%) or increase (in the case of 55%) by the following
percentages: 3.0%, 4.5%, and 5.0%, respectively.
In 1993, Entergy Corporation adopted the System Executive
Retirement Plan (SERP). This plan was amended in 1998. Certain of
the companies are participating employers in the SERP. The SERP is an
unfunded defined benefit plan offered at retirement to certain senior
executives, which would currently include all the Named Executive
Officers (except for Mr. Childers and Mr. Leonard). Participating
executives choose, at retirement, between the retirement benefits paid
under provisions of the SERP or those payable under the SRP or PRP
discussed above. The plan was amended in 1998 to provide that covered
pay is the average of the highest three years annual base pay and
incentive awards earned by the executive during the ten years
immediately preceding his retirement. Benefits paid under the SERP
are calculated by multiplying the covered pay times target pay
replacement ratios (45%, 50%, or 55%, dependent on job rating at
retirement) that are attained, according to plan design, at 20 years
of credited service. The target ratios are increased by 1% for each
year of service over 20 years, up to a maximum of 30 years of service.
In accordance with the SERP formula, the target ratios are reduced for
each year of service below 20 years. The credited years of service
under this plan are identical to the years of service for the Named
Executive Officers (other than Ms. Conley, Mr. Jackson, Mr. Kansler,
Mr. Kenney, Mr. Smith, Mr. Thompson, Mr. Wilder and Mr. Yelverton)
disclosed above in the section entitled "Pension Plan Tables-
Retirement Income Plan Table". The credited years of service under
the SERP for the above individuals is as follows: Ms. Conley 2; Mr.
Jackson 28; Mr. Kansler 3; Mr. Kenney 11; Mr. Smith 2; Mr. Thompson
20; Mr. Wilder 3; and Mr. Yelverton 32.
The amended plan provides that a single employee receives a
lifetime annuity and a married employee receives the reduced benefit
with a 50% surviving spouse annuity. Other actuarially equivalent
options are available to each retiree. SERP benefits are offset by
any and all defined benefit plan payments from Entergy. SERP benefits
are not subject to Social Security offsets.
Eligibility for and receipt of benefits under any of the
executive plans described above are contingent upon several factors.
The participant must agree, without the specific consent of the
Entergy company for which such participant was last employed, not to
take employment after retirement with any entity that is in
competition with, or similar in nature to, any Entergy company.
Eligibility for benefits is forfeitable for various reasons, including
violation of an agreement with a participating employer, certain
resignations of employment, or certain terminations of employment
without company permission.
In addition to the Retirement Income Plan discussed above,
Entergy Gulf States provides, among other benefits to officers, an
Executive Income Security Plan for key managerial personnel. The plan
provides participants with certain retirement, disability,
termination, and survivors' benefits. To the extent that such
benefits are not funded by the employee benefit plans of Entergy Gulf
States or by vested benefits payable by the participants' former
employers, Entergy Gulf States is obligated to make supplemental
payments to participants or their survivors. The plan provides that
upon the death or disability of a participant during his employment,
he or his designated survivors will receive (i) during the first year
following his death or disability an amount not to exceed his annual
base salary, and (ii) thereafter for a number of years until the
participant attains or would have attained age 65, but not less than
nine years, an amount equal to one-half of the participant's annual
base salary. The plan also provides supplemental retirement benefits
for life for participants retiring after reaching age 65 equal to 1/2
of the participant's average final compensation rate, with 1/2 of such
benefit upon the death of the participant being payable to a surviving
spouse for life.
Entergy Gulf States amended and restated the plan effective March
1, 1991, to provide such benefits for life upon termination of
employment of a participating officer or key managerial employee
without cause (as defined in the plan) or if the participant separates
from employment for good reason (as defined in the plan), with 1/2 of
such benefits to be payable to a surviving spouse for life. Further,
the plan was amended to provide medical benefits for a participant and
his family when the participant separates from service. These medical
benefits generally continue until the participant is eligible to
receive medical benefits from a subsequent employer; but in the case
of a participant who is over 50 at the time of separation and was
participating in the plan on March 1, 1991, medical benefits continue
for life. By virtue of the 1991 amendment and restatement, benefits
for a participant cannot be modified once he becomes eligible to
participate in the plan. Mr. Domino is a participant in this plan.
Upon completion of a transaction resulting in a change-in-control
of Entergy (a "Merger"), benefits already accrued under Entergy's
System Executive Retirement Plan, Post-Retirement Plan, Supplemental
Retirement Plan and Pension Equalization Plan will become fully vested
if the participant is involuntarily terminated without "cause" or
terminates employment for "good reason" (as such terms are defined in
such plans).
Compensation of Directors
Directors who are Entergy officers do not receive any fee for
service as a director. Each non-employee director receives a fee of
$1,500 for attendance at Board meetings, $1,000 for attendance at
committee meetings scheduled in conjunction with Board meetings and
$2,000 for attendance at committee meetings not scheduled in
conjunction with a Board meeting. If a director attends a meeting of a
committee on which that director does not serve as a member, he or she
receives one-half of the fee of an attending member. Directors also
receive $1,000 for participation in any inspection trip or conference
not held in conjunction with a Board or committee meeting. In
addition, committee chairpersons are paid an additional $5,000
annually. Directors receive only one-half the fees set forth above for
telephone attendance at Board or committee meetings. All non-employee
directors receive on a quarterly basis 150 shares of Common Stock and
one-half the value of the 150 shares in cash. In 2001, Mr. Luft was
paid $200,000 plus 47,000 stock options (granted at market price) to
serve as Chairman of the Board. The non-employee Directors have the
opportunity to receive annually an executive physical examination
either from their local physician or at the Mayo Clinic's Jacksonville,
Florida location. The Corporation will pay the cost of the physical
examination, and, if at Mayo, travel and living expenses. Non-employee
Directors are reimbursed for all normal travel and expenses associated
with attending Board and committee meetings as well as inspection trips
and conferences associated with their Board duties.
All non-employee directors are credited with 800 "phantom" shares
of Common Stock for each year of service on the Board. The "phantom"
shares are credited to a specific account for each director that is
maintained solely for accounting purposes. After separation from Board
service, these directors receive an amount in cash equal to the value
of their accumulated "phantom" shares. Payments are made in at least
five but no more than 15 annual payments. Each "phantom" share is
assigned a value on its payment date equal to the value of a share of
Common Stock on that date. Dividends are earned on each "phantom"
share from the date of original crediting.
Doris Krick and Joan Dobrzynski are directors at one or more of
the Entergy subsidiaries. Entergy pays an external company a fee to
perform various corporate functions for the subsidiaries at which Ms.
Krick or Ms. Dobrzynski serve as directors. Ms. Krick and Ms.
Dobrzynski are salaried employees of this external company. Apart from
their salaries, Ms. Krick and Ms. Dobrzynski are not compensated
separately for their service on the boards of the subject Entergy
subsidiaries. The remaining Entergy companies currently have no
non-employee directors, and none of their current directors are
compensated for their responsibilities as directors.
Retired non-employee directors of Entergy Arkansas, Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum
of five years of service on the respective Boards of Directors are paid
$200 a month for a term of years corresponding to the number of years
of active service as directors. Retired non-employee directors with
over ten years of service receive a lifetime benefit of $200 a month.
Years of service as an advisory director are included in calculating
this benefit. System Energy has no retired non-employee directors.
Retired non-employee directors of Entergy Gulf States receive
retirement benefits under a plan in which all directors who served
continuously for a period of years will receive a percentage of their
retainer fee in effect at the time of their retirement for life. The
retirement benefit is 30 percent of the retainer fee for service of not
less than five nor more than nine years, 40 percent for service of not
less than ten nor more than fourteen years, and 50 percent for fifteen
or more years of service. Benefits are reduced for those directors who
retired prior to the retirement age. The plan also provides disability
retirement and optional hospital and medical coverage if the director
has served at least five years prior to the disability. The retired
director pays one-third of the premium for such optional hospital and
medical coverage and Entergy Gulf States pays the remaining two-thirds.
Years of service as an advisory director are included in calculating
this benefit.
Before Entergy Gulf States, Inc. became a subsidiary of Entergy,
it established a deferred compensation plan for its officers and non-
employee directors. A director could defer a maximum of 100% of his
salary, and an officer could defer up to a maximum of 50% of his
salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a
director, deferred their salaries. The directors' right to receive
this deferred compensation is an unsecured obligation of the
Corporation, which accrues simple interest compounded annually at the
rate set by Entergy Gulf States, Inc. in 1985. In addition to payments
received prior to 1997, on January 1, 2000, Dr. Murrill began to
receive his deferred compensation plus interest in equal installments
annually for 15 years. Beginning on the January 1 after Mr. Steinhagen
turns 70, he will receive his deferred compensation plus interest in
equal installments annually for 10 years.
On certain occasions, the Corporation provides personal
transportation services for the benefit of non-employee directors.
During 2001, the value of such transportation services provided by
Entergy Corporation to all directors was approximately $5,047.
Executive Retention Agreements
Retention Agreement with Mr. Leonard - The retention agreement with
Mr. Leonard provides that upon a termination of employment while a
Merger is pending (a) by Entergy without "cause" or by Mr. Leonard
for "good reason", as such terms are defined in the agreement, other
than a termination of employment described in the next paragraph, or
(b) by reason of Mr. Leonard's death or disability:
o Entergy will pay to him a lump sum cash severance payment equal to
three times (in limited circumstances, five times) the sum of Mr.
Leonard's base salary and target annual incentive award;
o Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum annual achievement of applicable performance
goals;
o his supplemental retirement benefit will fully vest, will be
determined as if he had remained employed with Entergy until the
attainment of age 55, and will commence upon his attainment of age 55;
o he will be entitled to immediate payment of performance awards,
based upon an assumed target achievement of applicable performance
goals;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
o Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
If Mr. Leonard's employment is terminated by Entergy for "cause"
at any time, or by Mr. Leonard without "good reason" and without
Entergy's permission prior to his attainment of age 55, Mr. Leonard
will forfeit his supplemental retirement benefit. If Mr. Leonard's
employment is terminated by Mr. Leonard without "good reason" with
Entergy's permission prior to his attainment of age 55, Mr. Leonard
will be entitled to a supplemental retirement benefit, reduced by 6.5%
for each year that the termination date precedes his attainment of age
55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr.
Leonard's employment is terminated by Mr. Leonard without "good
reason" following his attainment of age 55, Mr. Leonard will be
entitled to his full supplemental retirement benefit. The amounts
payable under the agreement will be funded in a rabbi trust.
Retention Agreement with Mr. Denault - The retention agreement with Mr.
Denault provides that if he resigns his employment for good reason due
to a change of control, he is immediately vested in his accrued
benefits under the System Executive Retirement Plan, and he is entitled
to a lump-sum parachute payment equal to the lower of: (i) 2.99 times
his average five-year (or period of actual employment if less than five
years) base salary and annual incentive pay or (ii) 2.99 times his
"base amount," which is equal to the maximum amount that can be paid
without the payment becoming subject to the excise tax within the
meaning of Section 280G(b)(1) of the Internal Revenue Code.
Retention Agreement with Mr. Gallaher - The retention agreement with
Mr. Gallaher provides that upon termination of employment while a
Merger is pending and for two years after completion of a Merger (a) by
Mr. Gallaher for "good reason" or by Entergy without "cause", as such
terms are defined in the agreement or (b) by reason of Mr. Gallaher's
death or disability:
o Entergy will pay to him a lump sum cash severance payment equal to
four times the sum of his base salary and maximum annual incentive
award;
o Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals;
o he will be entitled to immediate payment of performance awards,
based upon an assumed maximum achievement of applicable performance
goals;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term;
o he may elect to receive either a lump sum supplemental retirement
benefit equal to $3.8 million or the benefit he would have earned under
the terms of the SERP applicable to individuals who became participants
on or after March 25, 1998; and
o Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
Retention agreement with Mr. Hintz - The retention agreement with Mr.
Hintz provides that Mr. Hintz will be paid an initial retention
payment of approximately $2.8 million on the date on which a Merger is
completed and an additional retention payment of approximately $2.3
million on the second anniversary of the completion of a Merger if he
remains employed on each of those dates. The agreement also provides
that upon termination of employment while a Merger is pending and for
two years after completion (a) by Mr. Hintz for "good reason" or by
Entergy without "cause", as such terms are defined in the agreement or
(b) by reason of Mr. Hintz's death or disability:
o Entergy will pay to him a lump sum cash severance payment equal to
$2.8 million if such termination occurs prior to completion of a Merger
or equal to $2.3 million if such termination occurs following
completion of a Merger;
o Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals, if
such termination occurs following completion of a Merger;
o he will be entitled to immediate payment of performance awards
based upon an assumed target achievement of applicable performance
goals, if such termination occurs prior to completion of a Merger, or
based upon an assumed maximum achievement of applicable performance
goals, if such termination occurs following completion of a Merger;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term;
o he will be entitled to receive a supplemental retirement benefit
that, when combined with Mr. Hintz's SERP benefit, equals the benefit
he would have earned under the terms of the SERP as in effect
immediately prior to March 25, 1998; and
o Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
Retention Agreement with Mr. Jackson - The retention agreement with
Mr. Jackson provides that upon retirement in accordance with the
agreement, Mr. Jackson: (a) will be entitled to a subsidized
retirement benefit equal to the applicable nonqualified retirement
benefit payable to Mr. Jackson without reduction for early retirement
("Subsidized Retirement Benefit"); and (b) may enter into a consulting
arrangement with Entergy through March 31, 2005, under terms and
conditions set forth in the agreement.
Pursuant to the agreement, should Mr. Jackson experience a
Qualifying Event (as defined in the agreement) after the Successor
Placement Date (as defined in the agreement) but before March 31,
2003, he shall not be entitled to benefits under the System Executive
Continuity Plan but shall instead be entitled to the following:
o a lump sum amount equal to any unpaid base salary that would
otherwise have been paid through March 31, 2003;
o the Subsidized Retirement Benefit; and
o all other benefits to which he may be entitled under the terms and
conditions of those Entergy plans and programs in which he participates
in accordance with the agreement.
Additionally, Mr. Jackson is entitled to certain benefits, as
described in the agreement, in the event of a change in control (as
defined in the System Executive Continuity Plan) after which Entergy
or its successor company fails to honor Mr. Jackson's consulting
arrangement.
Retention Agreement with Mr. Smith - The retention agreement with Mr.
Smith provides that following a change in control he will receive the
following retention bonus payments if he continues to be employed by
the surviving entity on specific dates:
o $525,000 at the first anniversary of the occurrence of the change
in control;
o $525,000 at the second anniversary of the occurrence of the change
in control; and
o $525,000 at the third anniversary of the occurrence of the change
in control.
If, prior to the earlier of termination of a merger agreement that
would lead to a change in control or the third anniversary of the
occurrence of a change in control, Mr. Smith terminates his employment
for good reason or Entergy or a surviving entity terminates his
employment other than for cause or Mr. Smith's employment is terminated
on account of death or disability, then Mr. Smith (or his legal
representatives) will be entitled to:
o Performance awards with respect to any performance period that
includes his date of termination based on an assumed target level of
achievement and as if Mr. Smith satisfied any remaining performance
requirements;
o Immediate vesting of all outstanding stock option grants;
o Payment of any remaining retention bonus amounts; and
o Gross-up payments in respect of any excise taxes he might incur.
Retirement Agreement with Mr. Thompson - The retirement agreement with
Mr. Thompson provides that following his retirement, and if certain
conditions are met, Mr. Thompson will provide consulting services to
the Company for a 2-year period for an annual cash consulting fee equal
to the highest annual base salary paid to him by the company prior to
retirement. The agreement also provides that following Mr. Thompson's
retirement, the Company will supplement the nonqualified retirement
benefit he elects to receive under either the System Executive
Retirement Plan or the Pension Equalization Plan so that the total
benefit he receives is equal to the benefit he would have received
under the applicable plan without application of a discount rate for
early retirement.
Following the date on which a successor assumes Mr. Thompson's
title or is assigned to all or part of the duties and functions of Mr.
Thompson's title, but prior to Mr. Thompson's retirement, if, during a
period of time beginning 90 days prior to a change in control and
ending 24 months following a change in control, Mr. Thompson terminates
his employment for good reason or Entergy or a surviving entity
terminates his employment other than for cause, then Mr. Thompson is
entitled to:
o An immediate lump sum cash payment equal to his remaining unpaid
base salary had he remained employed until retirement;
o The supplemented nonqualified retirement benefit elected under
either the System Executive Retirement Plan or the Pension Equalization
Plan;
o Performance awards with respect to any performance period that
includes his date of termination based on an assumed target level of
achievement and as if Mr. Thompson satisfied any remaining performance
requirements; and
o Immediate vesting of all outstanding stock option grants.
Retention Agreement with Mr. Wilder - The retention agreement with Mr.
Wilder provides that if Mr. Wilder terminates his employment without
"good reason" and prior to a termination for "cause," as those terms
are defined in his agreement, Entergy will pay to him a lump sum cash
severance payment equal to three times the sum of his base salary and
target annual award and a "gross-up" payment in respect of any excise
taxes he might incur.
The agreement also provides that, as a substitute for the above
entitlement, upon termination of employment (a) by Mr. Wilder for
"good reason" or by Entergy without "cause", as such terms are defined
in the agreement, in each case prior to the termination of a Merger or
prior to the second anniversary of the completion of a Merger, (b) by
reason of Mr. Wilder's death or disability while a Merger is pending
and for two years after completion of a Merger or (c) for any reason
following the second anniversary of a Merger:
o Mr. Wilder will be entitled to a lump sum cash severance payment
equal to four times (in limited circumstances, three times) the sum of
the his base salary and maximum annual incentive award;
o Mr. Wilder will be entitled to a pro rata annual incentive award,
based on an assumed maximum achievement of applicable performance
goals;
o except in the case of a termination by reason of death or
disability, he will continue to be employed as a Special Project
Coordinator at an annual base salary of $200,000, and will continue to
participate in all of Entergy's benefit plans, until the earliest of
(a) his attainment of age 55 (at which time he will be deemed eligible
to retire under Entergy's plans then in effect), (b) his employment
with a company listed in the Fortune Global 500 Index or (c) his
employment with any company that has a conflict of interest policy that
would prohibit his continued employment with Entergy;
o Entergy will credit him with 15 additional years of service under
Entergy's supplemental retirement plan and he may elect to receive
either (a) approximately $1.9 million in a cash lump sum in full
settlement of all nonqualified retirement benefits or (b) the benefit
that he would have earned under the terms of the SERP applicable to
individuals who became participants on or after March 25, 1998 (which
amount he may elect to receive upon completion of a Merger);
o he will be entitled to immediate vesting of performance awards,
based upon an assumed maximum achievement of applicable performance
goals;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
o he will be entitled to a "gross-up" payment in respect of any
excise taxes he might incur.
If Mr. Wilder terminates employment without good reason and other
than on account of death or disability, on or after the completion of
a Merger and before the second anniversary of the completion of a
Merger:
o Mr. Wilder is entitled to a lump sum cash severance payment equal
to three times the sum of his base salary and target annual incentive
award;
o Mr. Wilder is entitled to a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals;
o he will continue to be employed as a Special Project Coordinator
at an annual base salary of $200,000, and will continue to participate
in all of Entergy's benefit plans, until the earliest of (a) his
attainment of age 55 (at which time he will be deemed eligible to
retire under Entergy's plans then in effect), (b) his employment with a
company listed in the Fortune Global 500 Index or (c) his employment
with any company that has a conflict of interest policy that would
prohibit his continued employment with Entergy;
o Entergy will credit him with 15 additional years of service under
Entergy's supplemental retirement plan and he may elect either (a)
approximately $1.9 million in a cash lump sum in full settlement of all
nonqualified retirement benefits or (b) the benefit that he would have
earned under the terms of the SERP applicable to individuals who became
participants on or after March 25, 1998 (which amount he may elect to
receive upon completion of a Merger);
o he will be entitled to immediate vesting of performance awards,
based upon an assumed target achievement of applicable performance
goals;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
o he will be entitled to a "gross-up" payment in respect of any
excise taxes he might incur.
Retention Agreement with Mr. Yelverton - The retention agreement with
Mr. Yelverton provides that he will be paid cash retention payments of
$680,000 on each of the first three anniversaries of the completion of
a Merger if he remains employed on each of those dates. The agreement
also provides that upon termination of employment while a Merger is
pending and for three years after completion (a) by Mr. Yelverton for
"good reason" or by Entergy without "cause", as such terms are defined
in the agreement or (b) by reason of Mr. Yelverton's death or
disability:
o Entergy will pay him a lump sum cash severance payment equal to
the remaining unpaid portion of the cash retention payments;
o he will be entitled to immediate payment of performance awards,
based upon an assumed target achievement of applicable performance
goals;
o all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
o Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
System Executive Continuity Plan - Mr. Childers, Ms. Conley, Mr.
Domino, Mr. Harlan, Mr. Henderson, Mr. Kansler, Mr. Kenney, Mr.
McDonald, Mr. McNeal, Mr. Neikirk Mr. Packer, Mr. Roberts, Ms. Shanks,
and Mr. Thompson are participants in Entergy's System Executive
Continuity Plan, which provides severance pay and benefits under
specified circumstances following a change in control. In the event a
participant's employment is involuntarily terminated without cause or
if a participant terminates for good reason during the change in
control period, the participant will be entitled to:
o a cash severance payment equal to 1-3 times (depending on the
participant's System Management Level) base annual salary and target
award payable over a continuation period of 1-3 years (depending on the
participant's System Management Level);
o continued medical and dental insurance coverage for the
continuation period (subject to offset for any similar coverage
provided by the participant's new employer);
o immediate vesting of performance awards, based upon an assumed
achievement of applicable performance targets; and
o payment of a "gross-up" payment in respect of any excise taxes the
participant might incur.
Participants in the Continuity Plan are subject to post-
employment restrictive covenants, including noncompetition provisions,
which run for two years for executive officers, but extend to three
years if permissible under applicable law.
Item 6. Part III (b) - Security Ownership of Certain Beneficial
Owners and Management
The directors, the Named Executive Officers, and the directors
and officers as a group 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 Operations, Inc., Entergy Services, Inc., System Fuels,
Inc., GSG&T, Inc., Prudential Oil and Gas LLC, Southern Gulf Railway
Company, Varibus LLC, Entergy Enterprises, Inc., Entergy Global Power
Operations Corporation, Entergy Global Trading Holdings Ltd., Entergy
Holdings Inc., Entergy International Holdings Ltd. LLC, Entergy
Nuclear Finance Holding Inc., Entergy Nuclear Holding Company, Entergy
Nuclear Holding Company #1, Entergy Nuclear Holding Company #2,
Entergy Nuclear Inc., Entergy Operations Services Inc., Entergy Power
Inc., Entergy Power Development Corporation, Entergy Power E&C
Corporation, Entergy Power Gas Holdings Corporation, Entergy Power
Generation Corporation, Entergy Power Holdings USA Corporation,
Entergy Procurement Exchange Holding Corporation, Entergy PTB Holding
Company, Entergy Resources Inc., Entergy Retail Holding Company,
Entergy Technology Holding Company, Entergy Thermal-UNO LLC, Entergy
Ventures Holding Company Inc., and EWO Marketing Holding LLC
beneficially owned directly and indirectly common stock of Entergy
Corporation as indicated:
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units (e)
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Corporation
Maureen S. Bateman* 900 - 800
W. Frank Blount* 7,434 - 8,000
George W. Davis* 2,100 - 2,400
Simon D. deBree* 140 - -
Claiborne P. Deming* (c) - -
Norman C. Francis* 3,100 - 5,600
Frank F. Gallaher** 8,091 54,667 47,041
Donald C. Hintz** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard*** 13,065 585,600 -
Robert v.d. Luft* 22,672 214,166 7,200
Kathleen A. Murphy* 1,900 (b) - 800
Paul W. Murrill* 2,722 - 8,000
James R. Nichols* 9,757 - 8,000
William A. Percy, II* 1,150 - 800
Dennis H. Reilley* 600 - 1,600
Wm. Clifford Smith* 10,400 - 8,000
Bismark A. Steinhagen* 10,247 - 8,000
C. John Wilder** 9,234 140,199 53,693
All directors and 153,136 1,776,548 265,462
executive officers
Entergy Arkansas, Inc.
Donald C Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Hugh T. McDonald*** 3,728 21,166 877
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
All directors and 84,065 1,587,548 207,142
executive officers
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units (e)
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Gulf States, Inc.
E. Renae Conley*** 1,148 29,866 10,299
Joseph F. Domino*** 10,142 33,253 6,043
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 112,560 1,698,119 231,160
officers
Entergy Louisiana, Inc.
E. Renae Conley*** 1,148 29,866 10,299
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 102,296 1,658,733 224,852
officers
Entergy Mississippi, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Carolyn C. Shanks*** 3,960 15,284 1,556
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 89,380 1,587,566 210,308
officers
Entergy New Orleans, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Daniel F. Packer*** 3,423 35,016 3,007
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 86,428 1,610,289 209,269
officers
System Energy Resources Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive 75,073 1,435,639 136,299
officers
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units (e)
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Operations, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive 94,656 1,551,954 146,692
officers
Entergy Services, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
Richard J. Smith* 307 66,665 229
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton** 8,779 57,766 987
All directors and executive 178,997 2,192,449 341,768
officers
System Fuels, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
James F. Kenney*** 3,996 38,499 14,395
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 75,613 1,479,549 173,387
officers
GSG&T, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
James F. Kenney*** 3,996 38,499 14,395
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 75,613 1,479,549 173,387
officers
Prudential Oil and Gas, LLC
Donald C. Hintz** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
James F. Kenney** 3,996 38,499 14,395
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder** 9,234 140,199 53,693
All directors and executive 75,613 1,479,549 173,387
officers
Southern Gulf Railway Company
Donald C. Hintz*** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
James F. Kenney*** 3,996 38,499 14,395
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 75,613 1,479,549 173,387
officers
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units (e)
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Varibus LLC
Donald C. Hintz** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
James F. Kenney** 3,996 38,499 14,395
J. Wayne Leonard** 13,065 585,600 -
C. John Wilder** 9,234 140,199 53,693
All directors and executive 67,481 1,436,015 155,635
officers
Entergy Enterprises, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 80,235 1,512,763 138,053
officers
Entergy Global Power Operations Corporation
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson*** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 73,005 1,449,531 137,726
officers
Entergy Global Trading Holdings Ltd.
Christopher J. Bernard* 480 1,900 9
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson** 10,309 74,661 32,130
Murry Weaver* - - -
C. John Wilder** 9,234 140,199 53,693
All directors and executive 65,696 1,361,026 123,306
officers
Entergy Holdings, Inc.
Joseph T. Henderson** 908 27,200 7,420
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard*** 13,065 585,600 -
Michael G. Thompson*** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive 48,170 1,302,717 133,271
officers
Entergy International Holdings Ltd. LLC
Joseph T. Henderson** 908 27,200 7,420
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder** 9,234 140,199 53,693
All directors and executive 50,377 1,320,732 137,681
officers
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units
Amount and Nature of (e)
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Nuclear Finance Holding Inc.
Douglas Castleberry* 2,792 4,700 -
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
O.H. Storey, III* 291 15,850 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive officers 51,628 1,314,733 113,692
Entergy Nuclear Holding Company
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive officers 56,041 1,333,283 126,838
Entergy Nuclear Holding Company #1
Joan L. Dobrzynski* - - -
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive officers 56,949 1,360,483 134,258
Entergy Nuclear Holding Company #2
David C. Harlan* 5,794 35,683 11,539
Curtis L. Hebert, Jr.* - - -
Donald C. Hintz** 3,715 414,499 26,861
Michael R. Kansler** 1,043 27,897 3,494
J. Wayne Leonard*** 13,065 585,600 -
C. John Wilder** 9,234 140,199 53,693
Jerry W. Yelverton** 8,779 57,766 987
All directors and executive officers 42,061 1,264,194 96,574
Entergy Nuclear, Inc.
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive officers 68,834 1,498,295 141,443
Entergy Operations Services, Inc.
Frank F. Gallaher*** 8,091 54,667 47,041
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 56,261 1,357,384 180,312
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units
Amount and Nature of (e)
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Power Inc.
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson*** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 71,774 1,425,799 135,148
Entergy Power Development Corporation
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 78,948 1,508,063 138,108
Entergy Power E & C Corporation
Donald C. Hintz** 3,715 414,499 26,861
Doris J. Krick* - - -
J. Wayne Leonard** 13,065 585,600 -
Steven C. McNeal*** 3,443 21,458 21
Geoffrey D. Roberts** 26,187 124,833 601
James W. Snider* - - -
C. John Wilder** 9,234 140,199 53,693
All directors and executive officers 60,630 1,298,073 89,626
Entergy Power Gas Holdings Corp.
Donald C. Hintz** 3,715 414,499 26,861
Doris J. Krick* - - -
J. Wayne Leonard** 13,065 585,600 -
Steven C. McNeal*** 3,443 21,458 21
Geoffrey D. Roberts** 26,187 124,833 601
James W. Snider* - - -
C. John Wilder** 9,234 140,199 53,693
All directors and executive officers 55,644 1,286,589 81,176
Entergy Power Generation Corporation
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts*** 26,187 124,833 601
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 73,487 1,466,031 138,020
Entergy Power Holdings USA Corp.
Michael P. Childers*** 132 15,166 2,559
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Frederick F. Nugent* 2,207 18,015 4,410
Geoffrey D. Roberts** 26,187 124,833 601
Stanley A. Ross* 465 - -
C. John Wilder** 9,234 140,199 53,693
All directors and executive officers 62,408 1,382,637 105,753
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units
Amount and Nature of (e)
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Procurement Exchange Holding
Corporation
Joan Dobrzynski* - - -
Joseph T. Henderson* 908 27,200 7,420
Donald C. Hintz** 3,715 414,499 26,861
Jerry D. Jackson** 23,447 138,333 25,721
J. Wayne Leonard** 13,065 585,600 -
James M. Neikirk** 436 22,766 3,306
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 54,248 1,350,055 117,022
Entergy PTB Holding Co.
Joan Dobrzynski* - - -
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Richard J. Smith*** 307 66,665 229
O.H. Storey, III* 291 15,850 -
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton*** 8,779 57,766 987
All directors and executive officers 56,639 1,415,798 127,067
Entergy Resources Inc.
Michael P. Childers*** 132 15,166 2,559
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts** 26,187 124,833 601
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 72,837 1,443,983 133,473
Entergy Retail Holding Company
Joan Dobrzynski* - - -
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Richard J. Smith*** 307 66,665 229
O. H. Storey, III* 291 15,850 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
Jerry W. Yelverton* 8,779 57,766 987
All directors and executive officers 56,639 1,415,798 127,067
Entergy Technology Holding Company
Joseph T. Henderson** 908 27,200 7,420
Donald C. Hintz*** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 50,962 1,307,417 133,271
Entergy Corporation Entergy Corporation
Common Stock Stock Equivalent Units
Amount and Nature of (e)
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(d)
Entergy Thermal-UNO LLC
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Geoffrey D. Roberts** 26,187 124,833 601
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder** 9,234 140,199 53,693
All directors and executive officers 62,510 1,339,792 113,285
Entergy Ventures Holding Company,
Inc.
Joan Dobrzynski* - - -
David C. Harlan*** 5,794 35,683 11,539
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder*** 9,234 140,199 53,693
All directors and executive officers 53,964 1,338,400 144,810
EWO Marketing Holding LLC
Leo P. Denault** 272 22,766 2,814
Donald C. Hintz** 3,715 414,499 26,861
J. Wayne Leonard** 13,065 585,600 -
Michael G. Thompson** 10,309 74,661 32,130
C. John Wilder** 9,234 140,199 53,693
All directors and executive officers 40,717 1,260,616 115,519
* Director of the respective Company
** Named Executive Officer of the respective Company
*** Director and Named Executive Officer of the respective
Company
(a) Based on information furnished by the respective individuals.
Except as noted, each individual has sole voting and
investment power. The number of shares of Entergy Corporation
common stock owned by each individual and by all directors
and executive officers as a group does not exceed one percent
of the outstanding Entergy Corporation common stock.
(b) Includes 1,000 shares for Ms. Murphy in which she has joint
ownership.
(c) Mr. Deming was elected to the Board on January 25, 2002 and now
owns 50 shares.
(d) Other Beneficial Ownership includes, for the Named Executive
Officers, shares of Entergy Corporation common stock that may be
acquired within 60 days after December 31, 2001, in the form of
unexercised stock options awarded pursuant to the Equity Ownership
Plan.
(e) Represents the balances of stock equivalent units each executive
holds under the Executive Annual Incentive Plan Deferral Program and
the Defined Contribution Restoration Plan. These units will be paid
out in a combination of Entergy Corporation Common Stock and cash based
on the value of Entergy Corporation Common Stock on the date of payout.
The deferral period is determined by the individual and is at least two
years from the award of the bonus up until retirement for the Executive
Annual Incentive Plan and at retirement for the Defined Contribution
Restoration Plan. For Directors of Entergy Corporation the units are
part of the Service Award for Directors. All non-employee directors
are credited with 800 units for each year of service on the Board.
Item 6. Part III (c) - Contracts and Transactions with System
Companies
During 2001, T. Baker Smith & Son, Inc. performed land-
surveying services for, and received payments of approximately
$105,229 from Entergy companies. Mr. Wm. Clifford Smith, a director
of Entergy Corporation, is President of T. Baker Smith & Son, Inc.
Mr. Smith's children own 100% of the voting stock of T. Baker Smith
& Son, Inc.
ITEM 6. Part III (d) - Indebtedness to System Companies
None.
ITEM 6. Part III (e) - Participation in Bonus and Sharing
Arrangements and Other Benefits
See Item 6. Part III (a).
ITEM 6. Part III (f) - Rights to Indemnity
The Certificate of Incorporation of Entergy provides that the
corporation shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of
Delaware, as amended from time to time.
The Certificate of Incorporation also provides that Entergy
may maintain insurance to protect its officers and directors
against such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against
such expense, liability or loss under the General Corporation Law
of the State of Delaware.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1)*
CALENDAR YEAR 2001
Name or Account(s)
Name of Number of Beneficiaries Purpose(s) Charged Amount
Company
ENTERGY
CORPORATION Democratic National Committee Building Fund Donations $ 54,500
Republican National Committee Building Fund Donations 66,500
--------
Total $121,000
========
* Several of the System Companies have established separate segregated funds
known as political action committees, established pursuant to the Federal
Election Campaign Act, in soliciting employee participation in Federal,
state and local elections.
(2)
CALENDAR YEAR 2001
Name or Account(s)
Name of Number of Beneficiaries Purpose(s) Charged Amount
Company
ENTERGY
CORPORATION Chambers of Commerce Civic Activity Donations $125,000
Foundation for the Midsouth Civic Activity Donations 250,000
Bureau of Governmental Research Research Donations 250
--------
Total $375,250
========
ENTERGY
ARKANSAS Arkansas State and Local
Chambers of Commerce Civic Activity Donations $137,913
Arkansas Governor's Mansion Building Fund Donations 56,000
Clark County Democratic Party Civic Activity Donations 250
--------
Total $194,163
========
(2)
CALENDAR YEAR 2001
Name or Account(s)
Name of Number of Beneficiaries Purpose(s) Charged Amount
Company
ENTERGY
GULF STATES Chambers of Commerce Civic Activity Donations $13,025
Young Republican National
Committee Civic Activity Donations 2,500
-------
Total $15,525
=======
ENTERGY
LOUISIANA Chambers of Commerce Civic Activity Donations $112,943
Council for a Better Louisiana Civic Activity Donations 15,000
Public Affairs Research Council of
Louisiana Civic Activity Donations 8,500
--------
Total $136,443
========
ENTERGY
MISSISSIPPI Chambers of Commerce Civic Activity Donations $132,449
Business Institute for Political
Analysis Civic Activity Donations 12,500
Delta Council Civic Activity Donations 6,000
Congressional Black Caucus Civic Activity Donations 5,000
American Legislative Exchange
Council Civic Activity Donations 2,500
Three Other Items Civic Activity Donations 2,500
--------
Total $160,949
========
ENTERGY
NEW ORLEANS Chambers of Commerce Civic Activity Donations $49,340
Bureau of Governmental Research Civic Activity Donations 250
-------
Total $49,590
=======
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
(I) In Effect
Serving Receiving Date of 12/31/2001
Transaction Company Company Compensation Contract (Yes/No)
Fuel Purchases System Fuels Entergy Arkansas $ 3,140,599 1/12/73 Yes
Fuel Purchases System Fuels Entergy Louisiana $ 62,289,928 1/12/73 Yes
Fuel Purchases System Fuels Entergy Mississippi $ 206,709,578 1/12/73 Yes
Fuel Purchases System Fuels Entergy New Orleans $ 16,689,678 1/12/73 Yes
Certain materials & System Fuels Entergy Arkansas $ 24,852 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel
Certain materials & System Fuels Entergy Louisiana $ 39,762,289 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel
Certain materials & System Fuels System Energy $ 28,526,295 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel
Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 9,129,460 N/A N/A
Parts Inventory
Miscellaneous Spare Parts Entergy Arkansas Entergy Mississippi $ 5,194,849 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Arkansas Entergy New Orleans $ 39,813 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Arkansas Entergy Gulf States $ 296,789 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Louisiana Entergy Arkansas $ 1,198,308 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Louisiana Entergy Mississippi $ 2,883,319 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Louisiana Entergy New Orleans $ 11,963,217 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Louisiana Entergy Gulf States $ 23,054,002 N/A N/A
Inventory
(I) In Effect
Serving Receiving Date Of 12/31/2001
Transaction Company Company Compensation Contract (Yes/No)
Miscellaneous Spare Parts Entergy Mississippi Entergy Arkansas $ 265,694 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Mississippi Entergy Louisiana $ 886,664 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Mississippi Entergy New Orleans $ 2,173 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Mississippi Entergy Gulf States $ 87,631 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy New Orleans Entergy Arkansas $ 38,749 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy New Orleans Entergy Louisiana $ 207,545 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy New Orleans Entergy Mississippi $ 28,707 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy New Orleans Entergy Gulf States $ 72,442 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Gulf States Entergy Arkansas $ 333,303 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Gulf States Entergy Louisiana $ 76,646 N/A N/A
Inventory
Miscellaneous Spare Parts Entergy Gulf States Entergy Mississippi $ 3,769 N/A N/A
Inventory
Miscellaneous transmission Entergy Mississippi Entergy Gulf States $ 110,493 N/A N/A
and distribution station
equipment
Miscellaneous transmission Entergy Louisiana Entergy Mississippi $ 158,553 N/A N/A
and distribution station
equipment
(I) In Effect
Serving Receiving Date Of 12/31/2001
Transaction Company Company Compensation Contract (Yes/No)
Capacity Use of and ETC Entergy Arkansas $ 363,899 5-01-97 Yes
Service of Local Fiber
Capacity Use of and ETC Entergy Louisiana $ 707,291 5-01-97 Yes
Service of Local Fiber
Capacity Use of and ETC Entergy Mississippi $ 860,537 5-01-97 Yes
Service of Local Fiber
Capacity Use of and ETC Entergy Gulf States $ 1,362,648 5-01-97 Yes
Service of Local Fiber
Construction and Service ETC Entergy Services $ 825,257 1-01-97 Yes
of Local Fiber
Reference is made to the quarterly certificates filed pursuant to Rule 24
by Entergy Corporation in file #70-9123 for information concerning certain
support services provided by non-utility companies to other non-utility
companies.
ITEM 8. Part II
Reference is made to information under Item 6, Part III (c).
ITEM 8. Part III
Interstate FiberNet acts as exclusive agent to market all of Entergy
Technology Company's available capacity for point-to-point communication.
The compensation amount for 2001 was $3,966,625.
ITEM 9. EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I.
(a) In November 1992, Entergy Corporation's subsidiary, Entergy,
S.A., participated in a consortium with other nonaffiliated companies
that acquired a 6% interest in Central Costanera, S.A. Central
Costanera, S.A. is an Argentina steam electric generating facility
consisting of nine natural gas and oil fired generating units, with
total installed capacity of 2,311 MW. Central Costanera, S.A. is a
FUCO under the provisions of the Energy Act. At December 31, 2001
Entergy Corporation's aggregate investment in Central Costanera, S.A.
was approximately $10 million.
In April 1995, Entergy Corporation, through a wholly owned
subsidiary of Entergy Power Development Corporation, Entergy Power CBA
Holding Ltd., purchased a 7.8% interest in Central Termoelectrica
Buenos Aires, S.A. Central Termoelectrica Buenos Aires, S.A. owns and
operates a 220 MW combined cycle gas turbine at the Central Costanera
S. A. power plant in Buenos Aires, Argentina. Central Termoelectrica
Buenos Aires, S.A. is a FUCO under the Energy Act. At December 31,
2001, Entergy's aggregate investment in Central Buenos Aires, S.A. was
approximately $3.7 million.
In November 1995, Entergy Corporation, through a wholly owned
subsidiary of Entergy Power Development Corporation, EP Edegel, Inc.,
acquired a 34.7% interest in a consortium, Generandes Peru S.A. which
purchased 60% of Edegel, S.A., a company that owns and operates seven
hydroelectric generating stations (totaling 753 MW) and one 281 MW
thermal generating station in Peru. Edegel S.A. is a FUCO under the
Energy Act. At December 31, 2001, Entergy's aggregate investment in
Edegel, S.A. was approximately $99 million.
Entergy Corporation owns, indirectly through its wholly owned
subsidiaries, Entergy Power Operations Corporation and Entergy Power
Development Corporation, 100% of the outstanding capital stock of
Entergy Power Operations UK Limited and Entergy Power Operations
Damhead Creek Limited Partnership, each of which is a FUCO formed under
the Energy Act to provide operations and maintenance services to the
Damhead Creek power project in the United Kingdom.
In June 1997, Entergy Corporation, indirectly through its wholly
owned subsidiaries Entergy Power Development Corporation, and Entergy
Power Chile, S.A., acquired an indirect 25% interest in Compania
Electrica San Isidro S.A. Compania Electrica San Isidro S.A. owns and
operates a 375 MW power plant in central Chile. Compania Electrica San
Isidro S.A. is a FUCO under the Energy Act. At December 31, 2001,
Entergy's aggregate investment in Compania Electrica San Isidro S.A.
totaled approximately $9 million.
Entergy Corporation owns, through a wholly owned subsidiary,
Entergy Power Development Corporation, 100% of the capital stock of
Damhead Creek Limited. Damhead Creek Limited owns a 792 MW power plant
in the United Kingdom and is a FUCO under the Energy Act. At December
31, 2001, Entergy's aggregate investment in Damhead Creek Limited
totaled approximately $67 million.
Entergy Corporation owns 100% of the outstanding capital stock of
Entergy Power Generation Corporation ("EPGC"), which is an EWG formed
under the Energy Act to develop and hold Entergy's interests in certain
domestic EWGs. At December 31, 2001, EPGC's investments included (a) a
100% indirect interest in Warren Power, LLC, an EWG which owns and
operates a 300 MV gas-fired peaking facility located in Warren County,
Mississippi; (b) Crete Energy Ventures, LLC, a 50% owned subsidiary
which is developing (jointly with DTE Energy) a 320 MW gas-fired plant
under construction in Crete, Illinois; and (c) Entergy Power Ventures,
L.P., a wholly-owned subsidiary which is developing a 550 MW gas-fired
plant under construction in Marshall, Texas. At December 31, 2001,
Entergy's aggregate investment in EPGC was approximately $237.6
million.
In July 1999, Entergy Corporation, through its wholly owned EWG
subsidiaries, Entergy Nuclear Holding Company #1 and Entergy Nuclear
Generation Company ("ENGC"), acquired from Boston Edison Company the
Pilgrim Nuclear Power Station, a 670 MW nuclear-powered electric
generating station located in Plymouth, Massachusetts. At December 31,
2001, Entergy's aggregate investment in ENGC was approximately $89.2
million.
In November 2000, Entergy Corporation, through its wholly owned
EWG subsidiaries, Entergy Nuclear Holding Company #1, Entergy Nuclear
New York Investment Company I, Entergy Nuclear New York Investment
Company II, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear
Fitzpatrick, LLC, acquired from the New York Power Authority ("NYPA")
the 980 MW Indian Point 3 and the 825 MW James A. Fitzpatrick nuclear
power plants. The Indian Point 3 plant is located in Westchester
County, New York, and the James A Fitzpatrick plant is located in
Oswego County, New York. At December 31, 2001, Entergy's aggregate
investment in Entergy Nuclear Holding Company #1, Entergy Nuclear
Indian Point 3, LLC, and Entergy Nuclear Fitzpatrick, LLC was
approximately $169.2 million, $31.6 million, and $23.4 million,
respectively.
In September 2001, Entergy Corporation, through its wholly owned
subsidiaries, Entergy Nuclear Holding Company, Entergy Nuclear Holding
Company #3, Entergy Nuclear New York Investment Company III, and
Entergy Nuclear Indian Point 2, LLC (an EWG), acquired from
Consolidated Edison the 970 MW Indian Point 2 nuclear power plant. The
Indian Point 2 plant is located in Westchester County, New York. At
December 31, 2001, Entergy's aggregate investment in Entergy Nuclear
Indian Point 2, LLC was approximately $625 million.
In December 2001, Entergy Corporation, through its wholly owned
subsidiaries, EWO Wind II, LLC and EWO Wind I, LLC, purchased a 99%
ownership interest in Northern Iowa Windpower LLC (an EWG) that owns a
80-megawatt wind-powered generation wind farm located in northern Iowa.
At December 31, 2001, Entergy's aggregate investment in Northern Iowa
Windpower LLC was approximately $78.5 million.
In June 2001, Entergy Corporation entered into various guarantees
and other credit support arrangements for the benefit of Entergy
Nuclear Holding Company #1 ("ENHC1") relating to a Letter of Credit
Reimbursement Agreement among ENHC1, Entergy Corporation, certain other
Entergy subsidiaries, and various banks. At December 31, 2001,
Entergy's net exposure under such commitments totaled approximately
$169.1 million.
In June 2001, Entergy Corporation entered into a guarantee for the
benefit of Entergy International Ltd., LLC ("EIL") relating to a Letter
of Credit Reimbursement Agreement among EIL, Entergy Corporation, and
Barclays Bank PLC. At December 31, 2001, the underlying guaranteed
obligations of EIL were fully cash collateralized, so that Entergy had
no net exposure under such guarantee.
Pursuant to Agreement dated January 25, 2000, between Entergy
Corporation and Entergy Trading and Marketing Ltd. ("ET&M"), which was
subsequently assigned by ET&M to Entergy Power Development Corporation
("EPDC"), Entergy Corporation committed to issue guarantees for the
benefit of EPDC, from time to time, up to an aggregate amount of $75
million at any time outstanding. As of December 31, 2001, there are no
guarantees outstanding under this agreement.
In May 2001, Entergy Corporation entered into a guaranty agreement
with Turbine Trust 1 and other secured parties, for the benefit of
EPDC, guaranteeing the obligations of EPDC under a Master Lease
Agreement and related documents up to an aggregate limit of $309
million, including a Supplemental Allocation in the amount of $84
million relating to the Harrison County project currently under
construction.
In September, 2001, Entergy International Holdings, Ltd, LLC
("EIHL") guaranteed certain of the obligations of Entergy Nuclear
Indian Point 2 LLC ("ENIP2") to Consolidated Edison Company of New
York, Inc, up to an aggregate limit of $10 million.
At December 31, 2001, EIHL had entered into a guaranty agreement
with American Nuclear Insurers, guaranteeing the obligations of ENIP2,
Entergy Nuclear Indian Point 3, LLC and Entergy Nuclear Fitzpatrick,
LLC to pay any retrospective premium obligations that may become due
from those companies.
At December 31, 2001, Entergy Corporation had entered into a
guaranty agreement with Calpine UK Holdings Limited ("CUKHL") and
Saltend Cogeneration Limited ("SCCL") guaranteeing the obligations (i)
of Entergy Power Saltend, Ltd ("EPSL") to CUKHL under the Share Sale
and Purchase Agreement (relating to the sale by EPSL of its ownership
interest in SCCL) and the related Tax Deed of Covenant, and (ii) of
EPDC to SCCL under an Outstanding Works Agreement entered between such
companies.
In December, 2001, Entergy Corporation issued a guaranty of the
obligations of EWO Wind I LLC (subject to a $95 million limit of
liability) under a Loan Agreement. As of December 31, 2001, the total
outstanding indebtedness under the Loan Agreement was $78,566,378.
In August, 2001, Entergy Corporation had issued a guaranty to
Vermont Yankee Nuclear Power Corporation ("VYNPC") guaranteeing Entergy
Nuclear Vermont Yankee LLC's obligation under an August 15, 2001
Purchase and Sale Agreement to pay the $180 million purchase price for
the Vermont Nuclear Plant Station and related assets.
As of December 31, 2001, Entergy Power Marketing Corporation had
entered into a guarantee agreement with NYPA for FitzPatrick and Indian
Point 3 guaranteeing certain contractual obligations up to an aggregate
amount of $20 million. Entergy Corporation has assumed financial
responsibility for this guaranty pursuant to an Amended and Restated
Parent Company Indemnity Agreement, dated as of 5/26/00, between
Entergy and Koch Energy, Inc.
At December 31, 2001, Entergy-Koch Trading, L.P. had a guarantee
agreement with NYPA for FitzPatrick and Indian Point 3 guaranteeing
certain contractual obligations up to a maximum amount of $20 million.
Reference is hereby made to the application for EWG determination
or Notification of Foreign Utility Company Status on Form U-57 filed in
respect to each EWG or FUCO identified in this Form U5S in which
Entergy owned an interest at December 31, 2001 for the business address
of such EWG or FUCO. See "Item 1 - System Companies and Investments
Therein as of December 31, 2001" for information concerning the System
companies owning interests in such EWGs and FUCOs and the nature of the
interest held.
Part I(b); Part I(c); and Part I(d) are being filed pursuant to Rule
104.
ITEM 9. Part II
See Exhibits H and I.
ITEM 9. Part III is being filed pursuant to Rule 104.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial statements and financial statement schedules filed as
part of the annual report, pursuant to requirements of the Public
Utility Holding Company Act of 1935.
FINANCIAL STATEMENTS PAGE NO.
*Independent Auditors' Consent S-1
Entergy Corporation and Subsidiaries:
*Consolidating Statement of Income (Loss) for the Year S-2
Ended December 31, 2001
*Consolidating Statement of Cash Flows for the Year Ended S-6
December 31, 2001
*Consolidating Balance Sheet as of December 31, 2001 S-10
*Consolidating Statement of Retained Earnings for the Year S-18
Ended December 31, 2001
Entergy Gulf States Corporation and Subsidiaries:
*Consolidating Statement of Income (Loss) for the Year S-22
Ended December 31, 2001
*Consolidating Statement of Cash Flows for the Year Ended S-24
December 31, 2001
*Consolidating Balance Sheet as of December 31, 2001 S-25
*Consolidating Statement of Retained Earnings for the Year S-26
Ended December 31, 2001
Statutory Subsidiary, accounted for as an equity investment, the
Accounts of which are not included in the foregoing Consolidating
Statements of Entergy Corporation and Subsidiaries:
The Arklahoma Corporation:
*Statement of Operations and Retained Earnings,
Years Ended November 30, 2001 and 2000 S-28
*Statements of Cash Flows, Years Ended
November 30, 2001 and 2000 S-29
*Balance Sheets, November 30, 2001 and 2000 S-30
*Notes to Financial Statements, November 30, 2001 and 2000 S-31
* Letter, dated April 25, 2002, regarding payment of nuclear
liability insurance premiums by Entergy System companies.
The following financial information indicated by an asterisk is
filed herewith. The balance of the financial information has
heretofore been filed with the Securities and Exchange Commission in
the file numbers indicated and is incorporated herein by reference.
ENTERGY CORPORATION
Independent Auditors' Report and Notes to Consolidated Financial
Statements of Entergy Corporation (Reference is made to information
under the headings "Independent Auditors' Report" and "Notes to
Consolidated Financial Statements," contained in Entergy Corporation's
2001 Financial Statements included in the Form 10-K for the year ended
December 31, 2001, in File No. 1-11299).
Financial Statement Schedules of Entergy Corporation (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in
File No. 1-11299 and included in such Form 10-K).
ENTERGY ARKANSAS
Independent Auditors' Report and Notes to Financial Statements of
Entergy Arkansas (Reference is made to information under the headings
"Independent Auditors' Report" and "Notes to Financial Statements"
contained in Entergy Arkansas' 2001 Financial Statements included in
the Form 10-K for the year ended December 31, 2001, in File No. 1-
10764).
Financial Statement Schedules of Entergy Arkansas (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File
No. 1-10764 and included in such Form 10-K).
ENTERGY GULF STATES
Independent Auditors' Report and Notes to Financial Statements of
Entergy Gulf States (Reference is made to information under the
headings "Independent Auditors' Report" and "Notes to Financial
Statements" contained in Entergy Gulf States' 2001 Financial Statements
included in the Form 10-K for the year ended December 31, 2001, in File
No. 1-27031).
Financial Statement Schedules of Entergy Gulf States (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in
File No. 1-27031 and included in such Form 10-K).
ENTERGY LOUISIANA
Independent Auditors' Report and Notes to Financial Statements of
Entergy Louisiana (Reference is made to information under the headings
"Independent Auditors' Report" and "Notes to Financial Statements"
contained in Entergy Louisiana's 2001 Financial Statements included in
the Form 10-K for the year ended December 31, 2001, in File No. 1-
8474).
Financial Statement Schedules of Entergy Louisiana (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File
No. 1-8474 and included in such Form 10-K).
ENTERGY MISSISSIPPI
Independent Auditors' Report and Notes to Financial Statements of
Entergy Mississippi (Reference is made to information under the
headings " Independent Auditors' Report" and "Notes to Financial
Statements," contained in Entergy Mississippi's 2001 Financial
Statements included in the Form 10-K for the year ended December 31,
2001, in File No. 0-320).
Financial Statement Schedules of Entergy Mississippi (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in
File No. 0-320 and included in such Form 10-K).
ENTERGY NEW ORLEANS
Independent Auditors' Report and Notes to Financial Statements of
Entergy New Orleans (Reference is made to information under the
headings " Independent Auditors' Report" and "Notes to Financial
Statements," contained in Entergy New Orleans' 2001 Financial
Statements included in the Form 10-K for the year ended December 31,
2001, in File No. 0-5807).
Financial Statement Schedules of Entergy New Orleans (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in
File No. 0-5807 and included in such Form 10-K).
SYSTEM ENERGY
Independent Auditors' Report and Notes to Financial Statements of
System Energy (Reference is made to information under the headings
"Independent Auditors' Report" and "Notes to Financial Statements,"
contained in System Energy's 2001 Financial Statements included in the
Form 10-K for the year ended December 31, 2001, in File No. 1-9067).
Financial Statement Schedules of System Energy (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File
No. 1-9067 and included in such Form 10-K).
ENTERGY CORPORATION SYSTEM COMPANIES
A-1 Entergy Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001 (Incorporated herein by reference from File No.
1-11299).
A-2 Entergy Arkansas' Annual Report on Form 10-K for the year ended
December 31, 2001 (Incorporated herein by reference from File No. 1-
10764).
A-3 Entergy Gulf States' Annual Report on Form 10-K for the year
ended December 31, 2001 (Incorporated herein by reference from File No.
1-27031).
A-4 Entergy Louisiana's Annual Report on Form 10-K for the year ended
December 31, 2001 (Incorporated herein by reference from File No. 1-
8474).
A-5 Entergy Mississippi's Annual Report on Form 10-K for the year
ended December 31, 2001 (Incorporated herein by reference from File No.
0-320).
A-6 Entergy New Orleans' Annual Report on Form 10-K for the year
ended December 31, 2001 (Incorporated herein by reference from File No.
0-5807).
A-7 System Energy's Annual Report on Form 10-K for the year ended
December 31, 2001 (Incorporated herein by reference from File No. 1-
9067).
ENTERGY CORPORATION
B-1(a) Certificate of Incorporation of Entergy Corporation as
executed December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).
B-1(b) By-Laws of Entergy Corporation as amended January 29, 1999,
and as presently in effect (4.2 to Form S-8 in 333-75097).
ENTERGY ARKANSAS
B-2(a) Amended and Restated Articles of Incorporation of Entergy
Arkansas effective November 12, 1999 (3(i)(c)1 to Form 10-K for the
year ended December 31, 1999 in 1-10764).
B-2(b) By-Laws of Entergy Arkansas effective November 26, 1999, and
as presently in effect (3(ii)(c) to Form 10-K for the year ended
December 31, 1999 in 1-10764).
ENTERGY ENTERPRISES, INC.
B-3(a) Restated Articles of Incorporation of Entergy
Enterprises, Inc., as in effect December 28, 1992 (B-3(a) to Form U5S
for the year ended December 31, 1997).
B-3(b) By-Laws of Entergy Enterprises, Inc., as amended as
of July 17, 1990 and currently in effect (A-6(a) to Form U-1 in 70-
7947).
ENTERGY LOUISIANA
B-4(a) Amended and Restated Articles of Incorporation of
Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333-
93683).
B-4(b) By-Laws of Entergy Louisiana effective November 26, 1999, and
as presently in effect (3(b) to Form S-3 in 333-93683).
ENTERGY MISSISSIPPI
B-5(a) Amended and Restated Articles of Incorporation of Entergy
Mississippi effective November 12, 1999 (3(i)(f)1 to Form 10-K for the
year ended December 31, 1999 in 0-320).
B-5(b) By-Laws of Entergy Mississippi effective November 26, 1999,
and as presently in effect (3(ii)(f) to Form 10-K for the year ended
December 31, 1999 in 0-320).
ENTERGY NEW ORLEANS
B-6(a) Amended and Restated Articles of Incorporation of Entergy New
Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599).
B-6(b) By-Laws of Entergy New Orleans effective November 30, 1999, and
as presently in effect (3(b) to Form S-3 in 333-95599).
SYSTEM ENERGY
B-7(a) Amended and Restated Articles of Incorporation of System Energy
and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-
5399).
B-7(b) By-Laws of System Energy effective July 6, 1998, and as
presently in effect (3(f) to Form 10-Q for the quarter ended June 30,
1998 in 1-9067).
ENTERGY SERVICES
B-8(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Services, as executed May 5, 1998 (B-8(a) to Form U5S for the
year ended December 31, 1998).
B-8(b) By-Laws of Entergy Services, as of July 6, 1999, and as
presently in effect (B-8(b) to Form U5S for the year ended December 31,
1999).
SYSTEM FUELS, INC.
B-9(a) Articles of Incorporation of System Fuels, Inc., as executed
January 3, 1972 (A-1 to Form U-1 in 70-5015).
B-9(b) By-Laws of System Fuels, Inc., as of July 12, 1999, and as
presently in effect (B-9(b) to Form U5S for the year ended December 31,
1999).
ENTERGY OPERATIONS, INC.
B-10(a) Restated Certificate of Incorporation of Entergy
Operations, Inc., effective June 8, 1990 (A-1(b) to Rule 24 Certificate
in 70-7679).
B-10(b) By-Laws of Entergy Operations, Inc., as of August 23, 1999,
and as presently in effect (B-10(b) to Form U5S for the year ended
December 31, 1999).
ENTERGY POWER, INC.
B-11(a) Restated Certificate of Incorporation of Entergy Power,
Inc., effective August 20, 1990 (B-11(a) to Form U5S for the year ended
December 31, 1999).
B-11(b) By-Laws of Entergy Power, Inc., as amended as of October
26, 1995 and currently in effect (B-11(b) to Form U5S for the year
ended December 31, 1999).
ENTERGY POWER DEVELOPMENT CORPORATION
B-12(a) Certificate of Incorporation of Entergy Power Development
Corporation, as executed December 9, 1992 (B-14(a) to Form U5S for the
year ended December 31, 1992).
B-12(b) By-Laws of Entergy Power Development Corporation, as
amended as of October 26, 1995 and currently in effect (B-12(b) to Form
U5S for the year ended December 31, 1999).
ENTERGY GULF STATES
B-13(a) Restated Articles of Incorporation of Entergy Gulf
States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year
ended December 31, 1999 in 1-27031).
B-13(b) By-Laws of Entergy Gulf States effective November 26, 1999,
and as presently in effect (3(ii)(d) to Form 10-K for the year ended
December 31, 1999 in 1-27031).
VARIBUS L.L.C.
B-14(a) Articles of Conversion of Varibus L.L.C., as executed
November 6, 2000 (B-14(a) to Form U5S for the year ended December 31,
2000).
B-14(b) Certificate of Organization of Varibus L.L.C., as
executed November 6, 2000 (B-14(b) to Form U5S for the year ended
December 31, 2000).
PRUDENTIAL OIL AND GAS L.L.C.
B-15(a) Articles of Conversion of Prudential Oil & Gas L.L.C., as
executed November 6, 2000 (B-15(a) to Form U5S for the year ended
December 31, 2000).
B-15(b) Certificate of Organization of Prudential, Oil & Gas
L.L.C., as executed November 6, 2000 (B-15(b) to Form U5S for the year
ended December 31, 2000).
GSG&T, INC.
B-16(a) Charter (Articles of Association) and Amendments thereto of
GSG&T, Inc., as executed May 15, 1987 (B-19(a) to Form U5B).
B-16(b) By-Laws of GSG&T, Inc., as of August 10, 1998 and
currently in effect (B-16(b) to Form U5S for the year ended December
31, 1998).
SOUTHERN GULF RAILWAY COMPANY
B-17(a) Charter (Articles of Association) and Amendments thereto
of Southern Gulf Railway Company, as executed May 6, 1993 (B-20(a) to
Form U5B).
B-17(b) By-Laws of Southern Gulf Railway Company, as of August
10, 1998 and currently in effect (B-17(b) to Form U5S for the year
ended December 31, 1998).
ENTERGY TECHNOLOGY HOLDING COMPANY
B-18(a) Certificate of Incorporation of Entergy Technology
Holding Company, as executed February 12, 1996 (B-22(a) to Form U5S for
the year ended December 31, 1996).
B-18(b) By-Laws of Entergy Technology Holding Company, as of February
12, 1996 and currently in effect (B-22(a) to Form U5S for the year
ended December 31, 1996).
ENTERGY POWER GENERATION CORPORATION
*B-19(a) Certificate of Amendment of Certificate of Incorporation
of Entergy Power Generation Corporation, as executed March 23, 2001.
B-19(b) By-Laws of Entergy Power Generation Corporation, as of
December 26, 1996 and currently in effect (B-21(b) to Form U5S for the
year ended December 31, 1997).
ENTERGY HOLDINGS, INC.
B-20(a) Certificate of Amendment of Certificate of Incorporation
of Entergy Holdings, Inc., as executed January 25, 1999 (B-24(a) to
Form U5S for the year ended December 31, 1999).
B-20(b) By-Laws of Entergy Holdings, Inc., as amended November 30,
1998 and currently in effect (B-24(b) to Form U5S for the year ended
December 31, 1998).
ENTERGY NUCLEAR, INC.
B-21(a) Certificate of Incorporation of Entergy Nuclear, Inc.,
as executed April 10, 1996 (B-25(a) to Form U5S for the year ended
December 31, 1998).
B-21(b) By-Laws of Entergy Nuclear, Inc., as amended September
10, 1998 and currently in effect (B-25(b) to Form U5S for the year
ended December 31, 1998).
ENTERGY OPERATIONS SERVICES, INC.
B-22(a) Certificate of Amendment of Certificate of Incorporation
of Entergy Operations Services, Inc., as executed July 9, 1996 (B-26(a)
to Form U5S for the year ended December 31, 1998).
B-22(b) By-Laws of Entergy Operations Services, Inc., as amended
October 9, 1998 and currently in effect (B-26(b) to Form U5S for the
year ended December 31, 1998).
ENTERGY NUCLEAR HOLDING COMPANY # 1
B-23(a) Certificate of Amendment of Certificate of Incorporation
of Entergy Nuclear Holding Company #1, as executed November 15, 2000 (B-
25(a) to Form U5S for the year ended December 31, 2000).
B-23(b) By-Laws of Entergy Nuclear Holding Company #1, as
amended July 6, 1999 and currently in effect (B-27(b) to Form U5S for
the year ended December 31, 1999).
ENTERGY NUCLEAR HOLDING COMPANY # 2
B-24(a) Certificate of Incorporation of Entergy Nuclear Holding
Company #2, as executed May 9, 2000 (B-26(a) to Form U5S for the year
ended December 31, 2000).
B-24(b) By-Laws of Entergy Nuclear Holding Company #2, as of May
9, 2000 and currently in effect (B-26(b) to Form U5S for the year ended
December 31, 2000).
ENTERGY NUCLEAR HOLDING COMPANY
*B-25(a) Certificate of Incorporation of Entergy Nuclear Holding
Company, as executed August 31, 2001.
B-25(b) By-Laws of Entergy Nuclear Holding Company, as of
October 24, 2000 and currently in effect (B-28(b) to Form U5S for the
year ended December 31, 2000).
ENTERGY RETAIL HOLDING COMPANY
B-26(a) Certificate of Incorporation of Entergy Retail Holding
Company, as executed August 23, 2000 (B-29(a) to Form U5S for the year
ended December 31, 2000).
B-26(b) By-Laws of Entergy Retail Holding Company, as of August
23, 2000 and currently in effect (B-29(b) to Form U5S for the year
ended December 31, 2000).
ENTERGY VENTURES HOLDING COMPANY, INC.
B-27(a) Certificate of Incorporation of Entergy Ventures Holding
Company, Inc., as executed November 3, 2000 (B-30(a) to Form U5S for
the year ended December 31, 2000).
B-27(b) By-Laws of Entergy Ventures Holding Company, Inc., as of
November 3, 2000 and currently in effect (B-30(b) to Form U5S for the
year ended December 31, 2000).
ENTERGY RESOURCES, INC.
B-28(a) Certificate of Amendment of Certificate of Incorporation
of Entergy Resources, Inc., as executed July 26, 2000 (B-31(a) to Form
U5S for the year ended December 31, 2000).
B-28(b) By-Laws of Entergy Resources, Inc., as of July 26, 2000
and currently in effect (B-31(b) to Form U5S for the year ended
December 31, 2000).
ENTERGY POWER GAS HOLDINGS CORPORATION
B-29(a) Certificate of Incorporation of Entergy Power Gas
Holdings Corporation, as executed June 15, 2000 (B-32(a) to Form U5S
for the year ended December 31, 2000).
B-29(b) By-Laws of Entergy Power Gas Holdings Corporation, as of
June 15, 2000 and currently in effect (B-32(b) to Form U5S for the year
ended December 31, 2000).
ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION
B-30(a) Certificate of Incorporation of Entergy Procurement
Exchange Holding Corporation, as executed May 30, 2000 (B-33(a) to Form
U5S for the year ended December 31, 2000).
B-30(b) By-Laws of Entergy Procurement Exchange Holding
Corporation, as of May 30, 2000 and currently in effect (B-33(b) to
Form U5S for the year ended December 31, 2000).
ENTERGY INTERNATIONAL HOLDING LTD., LLC
B-31(a) Amendment No. 1 to the Limited Liability Company
Agreement of Entergy International Holdings Ltd., LLC, as executed
March 12, 1998 (B-34(a) to Form U5S for the year ended December 31,
2000).
ENTERGY GLOBAL POWER OPERATIONS CORPORATION
B-32(a) Certificate of Incorporation of Entergy Global Power
Operations Corporation, as executed December 31, 1997 (B-35(a) to Form
U5S for the year ended December 31, 2000).
B-32(b) By-Laws of Entergy Global Power Operations Corporation,
as of December 31, 1997 and currently in effect (B-35(b) to Form U5S
for the year ended December 31, 2000).
ENTERGY POWER HOLDINGS USA CORPORATION
B-33(a) Certificate of Incorporation of Entergy Power Holdings
USA Corporation, as executed February 24, 1999 (B-36(a) to Form U5S for
the year ended December 31, 2000).
B-33(b) By-Laws of Entergy Power Holdings USA Corporation, as of
February 24, 1999 and currently in effect (B-36(b) to Form U5S for the
year ended December 31, 2000).
ENTERGY POWER E&C CORPORATION
B-34(a) Certificate of Incorporation of Entergy Power E&C
Corporation, as executed August 30, 2000 (B-37(a) to Form U5S for the
year ended December 31, 2000).
B-34(b) By-Laws of Entergy Power E&C Corporation, as of August
30, 2000 and currently in effect (B-37(b) to Form U5S for the year
ended December 31, 2000).
ENTERGY GLOBAL TRADING HOLDINGS, LTD.
*B-35(a) Certificate of Incorporation of Entergy Global Trading
Holdings, Ltd., as executed April 30, 1998.
EWO MARKETING HOLDING, LLC
*B-36(a) Amended and Restated Limited Liability Company Agreement of
EWO Marketing Holding, LLC, as executed March 19, 2001.
ENTERGY PTB HOLDING COMPANY
*B-37(a) Certificate of Incorporation of Entergy PTB Holding Company,
as executed March 1, 2001.
*B-37(b) By-Laws of Entergy PTB Holding Company, as of February 28,
2001 and currently in effect.
ENTERGY THERMAL-UNO, LLC
*B-38(a) Limited Liability Company Agreement of Entergy Thermal-UNO,
LLC, as executed July 16, 2001.
ENTERGY NUCLEAR FINANCE HOLDING, INC.
*B-39(a) Amended and Restated Articles of Incorporation of
Entergy Nuclear Finance Holding Company, as executed August 24, 2001.
*B-39(b) By-laws of Entergy Nuclear Finance Holding Company, as
of August 17, 2001 and currently in effect.
ENTERGY CORPORATION
C-1(a) See C-2(a) through C-7(e) below for instruments defining the
rights of holders of long-term debt of Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and
System Energy.
C-1(b) Third Amended and Restated Credit Agreement, dated as of May
17, 2001, among Entergy, the Banks (Citibank, N.A., ABN AMRO Bank N.V.,
The Bank of New York, Bayerische Hypo-und Vereinsbank AG (New York
Branch), The Industrial Bank of Japan, Ltd., The Fuji Bank, Limited,
Bayerische Landesbank Girozentrale, The Chase Manhattan Bank, The Royal
Bank of Scotland PLC, The Bank of Nova Scotia, Bank One, N.A., Barclays
Bank PLC, Mellon Bank, N.A., Royal Bank of Canada, Union Bank of
California, N.A., IntesaBCI (Los Angeles Foreign Branch), KBC Bank
N.V., and Westdeutsche Landesbank Girozentrale), and Citibank, N.A., as
Agent (4(a) to Form 10-Q for the quarter ended June 30, 2001 in 1-
11299).
C-1(c) Assumption Agreement, dated July 12, 2001, among First Union
National Bank, as Additional Lender, Entergy and Citibank N.A., as
Agent (5(a) to Rule 24 Certificate dated November 6, 2001 in 70-9749).
ENTERGY ARKANSAS
*C-2(a) Mortgage and Deed of Trust, dated as of October 1, 1944, as
amended by fifty-six Supplemental Indentures (Filed, respectively, as
the exhibits and in the file numbers indicated: 7(d) in 2-5463
(Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-
8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-
6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043
(Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in
70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185
(Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913
(Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869
(Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646
(Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-
first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to
Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate
in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404
(Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-1
to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24
Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in
70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174
(Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1
to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24
Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-
6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty-
fifth); C-1 to Rule 24 Certificate, dated December 1, 1982, in 70-6774
(Thirty-sixth); C-1 to Rule 24 Certificate, dated February 17, 1983, in
70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate, dated December
5, 1984, in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in
70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068
(Fortieth); A-8(b) to Rule 24 Certificate, dated July 6, 1989, in 70-
7346 (Forty-first); A-8(c) to Rule 24 Certificate, dated February 1,
1990, in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended
September 30, 1990, in 1-10764 (Forty-third); A-2(a) to Rule 24
Certificate, dated November 30, 1990, in 70-7802 (Forty-fourth); and A-
2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-7802 (Forty-
fifth); and 4(d)(2) in 33-54298 (Forty-sixth) 4(c)(2) to Form 10-K for
the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to
Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-
eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-
10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September
30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended
September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the
quarter ended June 30, 1994 (Fifty-second); C-2 to Form U5S for the
year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the
year ended December 31, 1996 (Fifty-fourth); 4(a) to Form 10-Q for the
quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); and 4(a) to Form
10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth);
and (Fifty-seventh).
C-2(b) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities between Entergy Arkansas and Bank of New York (as
Trustee), dated as of August 1, 1996 (A-1(a) to Rule 24 Certificate
dated August 26, 1996 in 70-8723).
C-2(c) Amended and Restated Trust Agreement of Entergy Arkansas
Capital I, dated as of August 14, 1996 (A-3(a) to Rule 24 Certificate
dated August 26, 1996 in 70-8723).
C-2(d) Guarantee Agreement between Entergy Arkansas (as Guarantor)
and The Bank of New York (as Trustee), dated as of August 14, 1996,
with respect to Entergy Arkansas Capital I's obligations on its 8 1/2%
Cumulative Quarterly Income Preferred Securities, Series A (A-4(a) to
Rule 24 Certificate dated August 26, 1996 in 70-8723).
ENTERGY LOUISIANA
C-3(a) Mortgage and Deed of Trust, dated as of April 1, 1944, as
amended by fifty-six Supplemental Indentures (Filed, respectively, as
the exhibits and in the file numbers indicated: 7(d) in 2-5317
(Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in
2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth);
D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429
(Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c)
in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24
Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth);
2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule
24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-
5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth);
C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24
Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-
5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-
third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to
Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24
Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-
6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-
eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to
Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate
in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886
(Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third);
C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24
Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in
70-7166 (Thirty-sixth); A-2(a) to Rule 24 Certificate in 70-7226
(Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-
eighth)); 4(a) to Quarterly Report on Form 10-Q for the quarter ended
June 30, 1988, in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate
in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-
first); A-3(a) to Rule 24 Certificate, in 70-7822 (Forty-second); A-
3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24
Certificate in 70-7822 (Forty-fourth); and A-3(c) to Rule 24
Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate
dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24
Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to
Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth);
A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-
ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-
7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in
70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3,
1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated
April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate
dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24
Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); and A-2(d) to
Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth)).
C-3(b) Facility Lease No. 1, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(4(c)-1 in 33-30660).
C-3(c) Facility Lease No. 2, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(4(c)-2 in 33-30660).
C-3(d) Facility Lease No. 3, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(4(c)-3 in 33-30660).
C-3(e) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities, dated as of July 1, 1996 (A-14(a) to Rule 24
Certificate dated July 25, 1996 in 70-8487).
C-3(f) Amended and Restated Trust Agreement of Entergy Louisiana
Capital I dated July 16, 1996 of Series A Preferred Securities (A-16(a)
to Rule 24 Certificate dated July 25, 1996 in 70-8487).
C-3(g) Guarantee Agreement between Entergy Louisiana, Inc. (as
Guarantor) and The Bank of New York (as Trustee) dated as of July 16,
1996 with respect to Entergy Louisiana Capital I's obligation on its 9%
Cumulative Quarterly Income Preferred Securities, Series A (A-19(a) to
Rule 24 Certificate dated July 25, 1996 in 70-8487).
ENTERGY MISSISSIPPI
C-4(a) Mortgage and Deed of Trust, dated as of February 1, 1988, as
amended by sixteen Supplemental Indentures (Filed, respectively, as the
exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24
Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in
70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-
4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24
Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate in
70-7914 (Fifth); A-2(e) to Rule 24 Certificate in 70-7914 (Sixth); A-
2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate in
70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in
70-7914 (ninth); A-2(l) to Rule 24 Certificate dated April 21, 1995 in
70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in
70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998
in 70-8719(Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999
in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8,
1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated
February 24, 2000 in 70-8719 (Fifteenth); and A-2(a) to Rule 24
Certificate dated February 9, 2001 in 70-9757 (Sixteenth)).
ENTERGY NEW ORLEANS
C-5(a) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended
by nine Supplemental Indentures (Filed, respectively, as the exhibits
and in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70-
7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-
4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for
the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q
for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to
Form 8-K dated April 26, 1995 in 0-5807 (Fifth); 4(a) to Form 8-K dated
March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter
ended June 30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q for the
quarter ended June 30, 2000 in 0-5807 (Eighth); and C-5(a) to Form U5S
for the year ended December 31, 2000 (Ninth)).
SYSTEM ENERGY
C-6(a) Mortgage and Deed of Trust, dated as of June 15, 1977, as
amended by twenty-one Supplemental Indentures (Filed, respectively, as
the exhibits and in the file numbers indicated: A-1 in 70-5890
(Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to
Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the
quarter ended June 30, 1981, in 1-3517 (Third); A-1(e)-1 to Rule 24
Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021
(Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24
Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-
7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule
24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-
7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1
to Rule 24 Certificate in 70-7382 (Thirteenth); and B-2 to Rule 24
Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in
70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946
(Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-
2(e) to Rule 24 Certificate in 70-7946 (Eighteenth); A-2(g) to Rule 24
Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to
Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); and A-
2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-
first)).
C-6(b) Facility Lease No. 1, dated as of December 1, 1988, between
Meridian Trust Company and Stephen M. Carta, (Steven Kaba, Seccessor)
as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate,
dated January 9, 1989, in 70-7561), as supplemented by Lease Supplement
No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate
dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of
January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994
in 70-8215).
C-6(c) Facility Lease No. 2, dated as of December 1, 1988, between
Meridian Trust Company and Stephen M. Carta, as Owner Trustees, and
System Energy (B-2(c)(2) to Rule 24 Certificate, dated January 9, 1989,
in 70-7561), as supplemented by Lease Supplement No. 1 dated as of
April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989
in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-
4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215).
ENTERGY GULF STATES
C-7(a) Indenture of Mortgage, dated September 1, 1926, as amended by
certain Supplemental Indentures (B-a-I-1 in 2-2449 (Mortgage); 7-A-9 in
2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B
to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated
March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-
fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form
8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in 2-66612 (Thirty-
eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-
27031 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31,
1988 in 1-27031 (Fifty-second); 4 to Form 10-K for the year ended
December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July
29, 1992 in 1-27031 (Fifth-fourth); 4 to Form 10-K dated December 31,
1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended
March 31, 1993 in 1-27031 (Fifty-sixth); 4-2 to 2-76551 (Fifty-
seventh); 4(b) to Form 10-Q for the quarter ended March 31, 1999 in 1-
27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000
in 70-8721 (Fifty-ninth); and A-2(a) to Rule 24 Certificate dated
September 10, 2001 in 70-9751 (Sixtieth)).
C-7(b) Indenture, dated March 21, 1939, accepting resignation of The
Chase National Bank of the City of New York as trustee and appointing
Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in
2-4076).
C-7(c) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities, dated as of January 15, 1997 (A-11(a) to Rule 24
Certificate dated February 6, 1997 in 70-8721).
C-7(d) Amended and Restated Trust Agreement of Entergy Gulf States
Capital I dated January 28, 1997 of Series A Preferred Securities (A-
13(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).
C-7(e) Guarantee Agreement between Entergy Gulf States, Inc. (as
Guarantor) and The Bank of New York (as Trustee) dated as of January
28, 1997 with respect to Entergy Gulf States Capital I's obligation on
its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (A-
14(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).
ENTERGY CORPORATION SYSTEM COMPANIES
D-1 Copy of the Middle South Utilities, Inc. and Subsidiary Companies
Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1
to Form U5S for the year ended December 31, 1987).
D-2 Copy of First Amendment to the Middle South Utilities, Inc. and
Subsidiary Companies Intercompany Income Tax Allocation Agreement,
dated January 1, 1990 (D-2 to Form U5S for the year ended December 31,
1989).
D-3 Copy of Second Amendment to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement,
dated January 1, 1992 (D-3 to Form U5S for the year ended December 31,
1992).
D-4 Copy of Third Amendment to the Entergy Corporation and Subsidiary
Companies Intercompany Income Tax Allocation Agreement, dated January
1, 1994 (D-3(a) to Form U5S for the year ended December 31, 1993).
D-5 Copy of Fourth Amendment to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement,
dated April 1, 1997 (D-5 to Form U5S for the year ended December 31,
1996).
*F Entergy Arkansas Preferred Stock Redeemed During 2001; Entergy
Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During
2001; Entergy Gulf States Preferred Stock Redeemed During 2001; Entergy
Gulf States Long-Term Debt Retired During 2001; Entergy Louisiana
Preferred Stock Redeemed During 2001; Entergy Louisiana Long-Term Debt,
including First Mortgage Bonds, Retired During 2001; Entergy
Mississippi Preferred Stock Redeemed During 2001; Entergy Mississippi
Long-Term Debt, including First Mortgage Bonds, Retired During 2001;
Entergy New Orleans Preferred Stock Redeemed During 2001; Entergy New
Orleans General & Refunding Mortgage Bonds Retired During 2001; and
System Energy Long-Term Debt, including First Mortgage Bonds Retired
during 2001.
H See "Item 1 System Companies and Investments Therein as of
December 31, 2001" for a copy of the organization chart of Entergy
Corporation and it's subsidiaries, showing the relationship of each EWG
or foreign utility in which the system holds an interest to other
system companies, dated December 31, 2001.
*I-1 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy Power Development Corporation for
the year ended December 31, 2001 (Exhibit I-1 is being filed pursuant
to Rule 104.).
*I-2 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy Global Power Operations Corporation
for the year ended December 31, 2001 (Exhibit I-2 is being filed
pursuant to Rule 104.).
*I-3 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy International Ltd. LLC for the year
ended December 31, 2001 (Exhibit I-3 is being filed pursuant to Rule
104.).
*I-4 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy Power Generation Corporation for the
year ended December 31, 2001 (Exhibit I-4 is being filed pursuant to
Rule 104.).
*I-5 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy Nuclear Holding Company #1 for the
year ended December 31, 2001 (Exhibit I-5 is being filed pursuant to
Rule 104.).
*I-6 Independent Auditors' Report, Financial Statements and Notes
to Financial Statements of Entergy Nuclear Indian Point 2 LLC for the
year ended December 31, 2001 (Exhibit I-6 is being filed pursuant to
Rule 104.).
_______________________
* Exhibits indicated by an asterisk preceding the exhibit number are
filed herewith. The balance of the exhibits have heretofore been
filed with the Securities and Exchange Commission, respectively, as
the exhibits and in the file numbers indicated and are incorporated
herein by reference.
The Jackson Gas Light Company, Entergy Power & Light Company and The
Light, Heat and Water Company of Jackson, Mississippi are inactive
companies and copies of exhibits are not included for this reason. No
exhibits pertaining to ARKCO are included. (See notes (4) and (5) to
Item 1 of this Form.)
EXHIBIT F
ITEM 4. SUPPORTING SCHEDULES
Entergy Gulf States Preferred Stock Redeemed During 2001*
Shares
Series Redeemed Consideration
NM Preferred Series 7.56% 3,499 $ 349,945
Adjustable Rate Series A 19,358 1,935,803
Adjustable Rate Series B 26,380 2,638,038
------ ------------
49,237 $ 4,923,786
====== ============
Entergy Gulf States Long-Term Debt, including First Mortgage Bonds,
Retired During 2001*
Principal
Series Amount Consideration
FMB 8.21% Series Due 1/1/02 $ 2,079,490 $ 2,079,490
FMB 6.41% Series Due 8/1/01 122,750,000 122,750,000
------------ -------------
$124,829,490 $ 124,829,490
============ =============
EXHIBIT F
ITEM 4. SUPPORTING SCHEDULES (continued)
Entergy Louisiana Preferred Stock Redeemed During 2001*
Shares
Series Redeemed Consideration
Preferred Series 8.0% 350,000 $ 35,000,000
Entergy Louisiana Long-Term Debt, including First Mortgage Bonds,
Retired During 2001*
Principal
Series Amount Consideration
FMB 7.875% Series 2001 $ 18,700,000 $ 18,700,000
Waterford 3 sale/leaseback
principal payments 16,387,756 16,387,756
------------- --------------
$ 35,087,756 $ 35,087,756
============= ==============
System Energy Long Term Debt, including First Mortgage Bonds Retired
During 2001*
Principal
Series Amount Consideration
FMB Due 2001 $ 135,000,000 $ 135,000,000
Grand Gulf sale/leaseback
principal payments 16,799,831 16,799,831
------------- -------------
$ 151,799,831 $ 151,799,831
============= =============
* All retirements of securities were made in reliance on Rule 42
promulgated under the Holding Company Act.
SIGNATURES
The undersigned system company has duly caused this annual report
to be signed on its behalf by the undersigned, thereunto duly
authorized, pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
ENTERGY CORPORATION
By: /s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
Dated: May 1, 2002
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Entergy
Corporation Annual Report (Form U5S) to the Securities and Exchange
Commission, filed pursuant to the Public Utility Holding Company Act of
1935, for the year ended December 31, 2001, of our reports dated
January 31, 2002, included in the combined Annual Report (Form 10-K) to
the Securities and Exchange Commission of Entergy Corporation and the
financial statements of its subsidiaries (Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc. and System Energy
Resources, Inc., ) for the year ended December 31, 2001.
Deloitte & Touche LLP
New Orleans, Louisiana
April 30, 2002
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2001
(In Thousands, Except Share Data)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Operating Revenues:
Domestic electric $ 7,244,827 $ 2,176,470 $ 1,776,776 $ 2,590,836 $ 1,901,913
Natural gas 185,902 .... .... 57,724 ....
Competitive businesses 2,190,170 (2,089,084) .... .... ....
--------------------------------------------------------------------
Total 9,620,899 87,386 1,776,776 2,648,560 1,901,913
--------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 3,681,677 (887,545) 397,080 1,061,037 620,415
Purchased power 1,021,432 839,892 397,885 467,196 410,435
Nuclear refueling outage expenses 89,145 (23,392) 28,695 11,159 12,624
Other operation and maintenance 2,151,742 407,511 364,409 422,667 299,532
Decommissioning 3,189 .... 13 6,247 10,422
Taxes other than income taxes 399,849 (30,684) 35,186 118,670 77,376
Depreciation and amortization 721,033 (26,995) 174,539 191,120 171,217
Other regulatory charges (credits) (37,093) .... (721) (32,334) (24,738)
Amortization of rate deferrals 16,583 .... .... 5,606 ....
--------------------------------------------------------------------
Total 8,047,557 278,787 1,397,086 2,251,368 1,577,283
--------------------------------------------------------------------
Operating Income 1,573,342 (191,401) 379,690 397,192 324,630
--------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 26,209 .... 6,115 9,248 4,531
Gain / (loss) on sale of assets 5,226 (31,772) .... 2,454 152
Interest and dividend income 159,805 (72,832) 8,983 24,818 6,234
Equity in earnings of subsidiaries 180,956 620,199 .... .... ....
Miscellaneous - net (22,843) 17,341 (5,109) (7,148) (4,056)
--------------------------------------------------------------------
Total 349,353 532,936 9,989 29,372 6,861
--------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 544,920 (69,898) 90,260 153,393 97,887
Other interest - net 197,638 (40,053) 14,163 13,537 11,889
Distributions on preferred securities of subsidiary 18,838 .... 5,100 7,438 6,300
Allowance for borrowed funds used during
construction (21,419) 1 (3,962) (9,286) (3,422)
--------------------------------------------------------------------
Total 739,977 (109,950) 105,561 165,082 112,654
--------------------------------------------------------------------
Income (Loss) Before Income Taxes 1,182,718 451,485 284,118 261,482 218,837
Income Taxes 455,693 (138,346) 105,933 82,038 86,287
--------------------------------------------------------------------
Income (Loss) Before Cumulative Effect of Accounting Change 727,025 589,831 178,185 179,444 132,550
Cumulative Effect of Accounting Change
(net of income taxes $10,064) 23,482 (23,482) .... .... ....
--------------------------------------------------------------------
Net Income (Loss) 750,507 566,349 178,185 179,444 132,550
Preferred and Preference Dividend Requirements
and Other 24,311 .... 7,744 5,025 7,495
--------------------------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ 726,196 $ 566,349 $ 170,441 $ 174,419 $ 125,055
====================================================================
Earnings per average common share before cumulative
effect of accounting change
Basic $3.18
Diluted $3.13
Earnings per average common share
Basic $3.29
Diluted $3.23
Dividends declared per common share $1.28
Average number of common shares outstanding
Basic 220,944,270
Diluted 224,733,662
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2001
(In Thousands, Except Share Data)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Operating Revenues:
Domestic electric $ 1,093,741 $ 502,672 $ 535,027 $ .... $ 19,365
Natural gas .... 128,178 .... .... ....
Competitive businesses .... .... .... .... ....
---------------------------------------------------------------------
Total 1,093,741 630,850 535,027 .... 19,365
---------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 415,347 240,781 37,010 .... ....
Purchased power 365,540 220,268 .... .... ....
Nuclear refueling outage expenses .... .... 13,275 .... ....
Other operation and maintenance 155,646 92,023 85,491 45,525 17,927
Decommissioning .... .... (13,493) .... ....
Taxes other than income taxes 47,956 46,878 26,134 825 472
Depreciation and amortization 48,933 24,922 53,414 .... 332
Other regulatory charges (credits) (29,993) (12,049) 62,742 .... ....
Amortization of rate deferrals .... 10,977 .... .... ....
---------------------------------------------------------------------
Total 1,003,429 623,800 264,573 46,350 18,731
---------------------------------------------------------------------
Operating Income 90,312 7,050 270,454 (46,350) 634
---------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 2,559 1,987 1,769 .... ....
Gain / (loss) on sale of assets 3 .... .... .... ....
Interest and dividend income 18,904 .... 26,271 .... (25)
Equity in earnings of subsidiaries .... .... .... 801,155 ....
Miscellaneous - net (2,918) 2,330 (1,190) 18,889 (321)
---------------------------------------------------------------------
Total 18,548 4,317 26,850 820,044 (346)
---------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 46,950 17,699 68,833 .... ....
Other interest - net 4,041 1,962 69,185 37,711 ....
Distributions on preferred securities of subsidiary .... .... .... .... ....
Allowance for borrowed funds used during
construction (2,215) (1,703) (830) .... ....
---------------------------------------------------------------------
Total 48,776 17,958 137,188 37,711 ....
---------------------------------------------------------------------
Income (Loss) Before Income Taxes 60,084 (6,591) 160,116 735,983 288
Income Taxes 20,464 (4,396) 43,761 9,787 288
---------------------------------------------------------------------
Net Income (Loss) 39,620 (2,195) 116,355 726,196 ....
Preferred and Preference Dividend Requirements
and Other 3,082 965 .... .... ....
---------------------------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ 36,538 $ (3,160) $ 116,355 $ 726,196 $ ....
=====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2001
(In Thousands, Except Share Data)
ENTERGY ENTERGY SYSTEM ENTERGY
POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Operating Revenues:
Domestic electric $ .... $ 640,921 $ 360,046 $ ....
Natural gas .... .... .... ....
Competitive businesses 44,244 .... .... 56,842
--------------------------------------------------------
Total 44,244 640,921 360,046 56,842
--------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 17,668 .... 4,794 ....
Purchased power .... .... .... ....
Nuclear refueling outage expenses .... .... .... ....
Other operation and maintenance 14,206 593,180 352,966 115,681
Decommissioning .... .... .... ....
Taxes other than income taxes 487 14,445 681 55
Depreciation and amortization 3,812 21,355 (323) 4,717
Other regulatory charges (credits) .... .... .... ....
Amortization of rate deferrals .... .... .... ....
--------------------------------------------------------
Total 36,173 628,980 358,118 120,453
--------------------------------------------------------
Operating Income 8,071 11,941 1,928 (63,611)
--------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction .... .... .... ....
Gain / (loss) on sale of assets .... .... .... (29,155)
Interest and dividend income 847 .... 261 680
Equity in earnings of subsidiaries .... .... .... ....
Miscellaneous - net (24) (7,451) (25) 1,521
--------------------------------------------------------
Total 823 (7,451) 236 (26,954)
--------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt .... .... .... ....
Other interest - net 1 2,353 2,729 14
Distributions on preferred securities of subsidiary .... .... .... ....
Allowance for borrowed funds used during
construction .... .... .... ....
--------------------------------------------------------
Total 1 2,353 2,729 14
--------------------------------------------------------
Income (Loss) Before Income Taxes 8,893 2,137 (565) (90,579)
Income Taxes 3,485 2,137 (565) (31,872)
--------------------------------------------------------
Net Income (Loss) 5,408 .... .... (58,707)
Preferred and Preference Dividend Requirements
and Other .... .... .... ....
--------------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ 5,408 $ .... $ .... $ (58,707)
========================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
OPERATING ACTIVITIES: CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Net Income (Loss) $ 750,507 $ 566,349 $ 178,185 $ 179,444 $ 132,550
Noncash items included in net income
Amortization of rate deferrals 16,583 .... .... 5,606 ....
Reserve for regulatory adjustments (359,199) (1,999) .... (27,374) (11,456)
Other regulatory charges - net (37,093) .... (721) (32,334) (24,738)
Depreciation, amortization and decommissioning 724,222 (25,307) 174,552 197,367 181,639
Deferred income taxes and investment tax credits 87,752 (109,967) 6,389 4,320 (27,382)
Allowance for equity funds used during construction (26,209) .... (6,115) (9,248) (4,531)
Cumulative effect of accounting change (23,482) 23,482 .. .. ..
Gain on sale of assets (5,226) 2,617 .. (2,454) (152)
Gain on sale of non-regulated businesses & property .. 29,000 .... .... ....
Equity in earnings of subsidiaries (168,873) (632,282) .... .... ....
Changes in working capital:
Receivables 302,230 61,642 (16,073) 59,132 131,313
Fuel inventory (3,419) (7,807) 5,437 (16,753) ....
Accounts payable (415,160) (83,372) (206,185) (151,090) (50,121)
Taxes accrued 486,676 (423,399) 64,018 (41,764) (2,897)
Interest accrued 17,287 (6,935) 2,920 (125) (1,012)
Deferred fuel costs 495,007 .... 89,184 161,396 151,544
Other working capital accounts (39,978) 512,959 23,283 6,183 (71,119)
Provision for estimated losses and reserves 19,093 (21,231) (978) (3,593) 4,321
Common stock dividends received .... 440,300 .... .... ....
Changes in other regulatory assets 119,215 (8,285) (39,924) (54,613) 2,569
Other 275,615 (64,939) 139,206 64,386 19,987
----------------------------------------------------------------
Net cash flow provided by (used in) operating activities 2,215,548 250,826 413,178 338,486 430,515
----------------------------------------------------------------
INVESTING ACTIVITIES:
Construction expenditures (1,380,417) 248,347 (280,755) (317,776) (203,059)
Allowance for equity funds used during construction 26,209 .... 6,115 9,248 4,531
Nuclear fuel purchases (130,670) 56,587 (19,103) (14,148) ..
Proceeds from sale/leaseback of nuclear fuel 71,964 .... 19,103 15,222 ..
Investment in subsidiaries .... (239,180) .... .... ....
Proceeds from sale of businesses 784,282 (784,282) .... .... ....
Investment in nonregulated/nonutility properties (1,278,990) 1,278,990 .... .... ....
Loans to affiliates .... .... .... .... ....
Proceeds from sale of non-utility property .... .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets (95,571) 44,349 (10,105) (11,319) (13,651)
Changes in other temporary investments - net (150,000) .... (38,397) (44,643) (6,152)
Other regulatory investments (3,460) .... (3,460) .. ....
Other (68,067) 98,206 .... .... ....
----------------------------------------------------------------
Net cash flow provided by (used in) investing activities (2,224,720) 703,017 (326,602) (363,416) (218,331)
----------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt 682,402 (187,087) 97,384 298,554 ..
Common stock 64,345 80,993 .... .... ....
Retirement of:
Long-term debt (962,112) 650,395 .. (124,829) (35,088)
Repurchase of common stock (36,895) .... .... .... ....
Redemption of preferred stock (39,574) 1 .... (4,573) (35,000)
Changes in short-term borrowings (37,004) 5 .... .... ....
Dividends paid:
Common stock (269,122) (440,300) (82,500) (83,700) (134,600)
Preferred stock (24,044) (1) (5,832) (5,073) (9,047)
Change in advances from parent company .... (14,500) .... .... ....
Capital contributions returned to parent .... (20,000) .... .... ....
Advances to subsidiaries .... (341,925) .... .... ....
Other .... 10,000 .... .... ....
----------------------------------------------------------------
Net cash flow provided by (used in) financing activities (622,004) (262,419) 9,052 80,379 (213,735)
----------------------------------------------------------------
Effect of exchange rates on cash and cash equivalents 325 (325) .... .... ....
----------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (630,851) 691,099 95,628 55,449 (1,551)
Cash and cash equivalents at beginning of year 1,382,424 (959,869) 7,838 68,279 43,959
----------------------------------------------------------------
Cash and cash equivalents at end of year $ 751,573 $ (268,770) $ 103,466 $ 123,728 $ 42,408
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Net Income (Loss) $ 39,620 $ (2,195) $ 116,355 $ 726,196 $ ....
Noncash items included in net income
Amortization of rate deferrals .... 10,977 .... .... ....
Reserve for regulatory adjustments .... .... (322,368) .... ....
Other regulatory charges - net (29,993) (12,049) 62,742 .... ....
Depreciation, amortization and decommissioning 48,933 24,922 39,921 1,391 332
Deferred income taxes and investment tax credits (68,133) (24,198) 106,764 11,005 (1,105)
Allowance for equity funds used during construction (2,559) (1,987) (1,769) .... ....
Gain on sale of assets (3) .... .... .... ....
Gain on sale of non-regulated businesses & property .... .... .... .... ....
Equity in earnings of subsidiaries .... .... .... (801,155) ....
Changes in working capital:
Receivables 1,059 33,183 142,797 (1,804) (2,445)
Fuel inventory (1,388) 1,123 .... .... ....
Accounts payable (46,976) (40,364) (9,587) 1,140 1,057
Taxes accrued (378) (5,823) 43,992 .... 780
Interest accrued 4,568 913 3,088 .... ....
Deferred fuel costs 54,453 38,430 .... .... ....
Other working capital accounts 13,672 9,115 (664) 489,997 (182)
Provision for estimated losses and reserves 821 (2,669) 16 .... 354
Common stock dividends received .... .... .... 440,300 ....
Changes in other regulatory assets 130,333 33,833 38,732 .... ....
Other 34,081 14,495 (54,124) (19,418) 1,294
----------------------------------------------------------------
Net cash flow provided by (used in) operating activities 178,110 77,706 165,895 847,652 85
----------------------------------------------------------------
INVESTING ACTIVITIES:
Construction expenditures (159,815) (61,189) (40,144) (103) (870)
Allowance for equity funds used during construction 2,559 1,987 1,769 .... ....
Nuclear fuel purchases .... .... (37,639) .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... 37,639 .... ....
Investment in subsidiaries .... .... .... (239,180) ....
Proceeds from sale of businesses .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... .... ....
Proceeds from other temporary investments .... .... .... .... ....
Loans to affiliates .... .... .... .... ....
Proceeds from sale of non-utility property .... .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets .... .... (16,147) .... ....
Changes in other temporary investments - net (18,566) (14,859) (22,354) (4,782) (247)
Other regulatory investments .. .... .... .... ....
Other .... .... 29,242 897 ....
----------------------------------------------------------------
Net cash flow provided by (used in) investing activities (175,822) (74,061) (47,634) (243,168) (1,117)
----------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt 69,616 29,761 .... .... ....
Common stock .... .... .... 64,345 ....
Retirement of:
Long-term debt .... .... (151,800) .... ....
Repurchase of common stock .... .... .... (36,895) ....
Redemption of preferred stock .... .... .... .... ....
Changes in short-term borrowings .... .... .... (36,999) ....
Dividends paid:
Common stock (19,600) (800) (119,100) (269,122) ....
Preferred stock (3,369) (724) .... .... ....
Change in advances from parent company .... .... .... .... ....
Capital contributions returned to parent .... .... .... .... ....
Advances to subsidiaries .... .... .... (341,925) ....
Other .... .... .... .... ....
----------------------------------------------------------------
Net cash flow provided by (used in) financing activities 46,647 28,237 (270,900) (620,596) ....
----------------------------------------------------------------
Effect of exchange rates on cash and cash equivalents .... .... .... .... ....
----------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 48,935 31,882 (152,639) (16,112) (1,032)
Cash and cash equivalents at beginning of year 5,113 6,302 202,218 26,933 1,729
----------------------------------------------------------------
Cash and cash equivalents at end of year $ 54,048 $ 38,184 $ 49,579 $ 10,821 $ 697
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY
OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Net Income (Loss) $ 5,408 $ .... $ .... $ (58,707)
Noncash items included in net income
Amortization of rate deferrals .... .... .... ....
Reserve for regulatory adjustments .... .... .... ....
Other regulatory charges - net .... .... .... ....
Depreciation, amortization and decommissioning 3,812 21,355 (26) 4,717
Deferred income taxes and investment tax credits (1,293) (15,941) (303) (12,338)
Allowance for equity funds used during construction .... .... .... ....
Gain on sale of assets .... .... .... ....
Gain on sale of non-regulated businesses & property .... .... .... 29,000
Equity in earnings of subsidiaries .... .... .... ....
Changes in working capital:
Receivables 6,915 42,763 (35,697) 2,729
Fuel inventory 99 .... 256 ....
Accounts payable (6,838) (25,924) 36,838 (482)
Taxes accrued (4,984) 7,542 265 2,526
Interest accrued .... .... .... ....
Deferred fuel costs .... .... .... ....
Other working capital accounts (147) 5,026 (873) (1,310)
Provision for estimated losses and reserves .... 8,336 .... (8,746)
Common stock dividends received .... .... .... ....
Changes in other regulatory assets .... .... .... ....
Other (112) 26,109 2,726 (17,954)
---------------------------------------------------
Net cash flow provided by (used in) operating activities 2,860 69,266 3,186 (60,565)
---------------------------------------------------
INVESTING ACTIVITIES:
Construction expenditures (1,702) (46,891) 7 (19,773)
Allowance for equity funds used during construction .... .... .... ....
Nuclear fuel purchases .... .... (3,193) ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... ....
Investment in subsidiaries .... .... .... ....
Proceeds from sale of businesses .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... ....
Proceeds from other temporary investments .... .... .... ....
Loans to affiliates .... .... .... ....
Proceeds from sale of non-utility property .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets .... .... .... ....
Other regulatory investments .... .... .... ....
Other .. .... .... ..
---------------------------------------------------
Net cash flow provided by (used in) investing activities (1,702) (46,891) (3,186) (19,773)
---------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt .... .... .... ....
Common stock .... .... .... 80,993
Retirement of:
Long-term debt .... .... .... ....
Repurchase of common stock .... .... .... ....
Redemption of preferred stock .... .... .... ....
Changes in short-term borrowings .... .... .... ....
Dividends paid: .... .... .... ....
Common stock .... .... .... ....
Preferred stock .... .... .... ....
Change in advances from parent company .... .... .... (14,500)
Capital contributions returned to parent (20,000) .... .... ..
Advances to subsidiaries .... .... .... ....
Other 10,000 .... .... ....
---------------------------------------------------
Net cash flow provided by (used in) financing activities (10,000) .... .... 66,493
---------------------------------------------------
Effect of exchange rates on cash and cash equivalents .... .... .... ....
---------------------------------------------------
Net increase (decrease) in cash and cash equivalents (8,842) 22,375 .... (13,845)
Cash and cash equivalents at beginning of year 16,112 19,345 1,000 23,727
---------------------------------------------------
Cash and cash equivalents at end of year $ 7,270 $ 41,720 $ 1,000 $ 9,882
===================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Current Assets:
Cash and cash equivalents:
Cash $ 129,866 $ (34,026) $ 18,331 $ 19,503 $ 28,768
Temporary cash investments - at cost
which approximates market 618,327 (231,364) 85,135 104,225 13,640
Special deposits 3,380 (3,380) .... .... ....
-----------------------------------------------------------------
Total cash and cash equivalents 751,573 (268,770) 103,466 123,728 42,408
-----------------------------------------------------------------
Other temporary investments - at cost,
which approximates market 150,000 .... 38,397 44,643 6,152
Notes receivable 2,137 368,989 .... .... 8
Accounts receivable:
Customer 294,799 (107) 80,719 81,136 48,640
Allowance for doubtful accounts (19,255) 8,344 (1,667) (2,131) (1,771)
Associated companies .... 387,271 65,102 34,032 9,090
Other 286,671 (133,381) 20,889 53,249 47,965
Accrued unbilled revenues 268,680 (102) 62,307 84,744 71,200
-----------------------------------------------------------------
Total receivables 830,895 262,025 227,350 251,030 175,124
-----------------------------------------------------------------
Deferred fuel costs 172,444 77,690 17,246 126,730 ..
Accumulated deferred income taxes 6,488 75,894 22,698 .... 42,566
Fuel inventory - at average cost 97,497 31,365 4,372 54,011 ....
Materials and supplies - at average cost 460,644 (133,119) 75,499 95,674 77,523
Deferred nuclear refueling outage costs 79,755 (52,423) 14,508 .... 4,096
Prepayments and other 129,251 (4,616) 53,386 22,373 9,000
-----------------------------------------------------------------
Total 2,680,684 357,035 556,922 718,189 356,877
-----------------------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity 766,103 7,128,243 11,217 .... 14,230
Decommissioning trust funds 1,775,950 (921,245) 351,114 245,382 119,663
Non-utility property - at cost (less 295,616 (70,705) 1,465 194,830 21,671
accumulated depreciation)
Other 495,542 (475,699) 2,976 15,970 ....
-----------------------------------------------------------------
Total 3,333,211 5,660,594 366,772 456,182 155,564
-----------------------------------------------------------------
Utility Plant:
Electric 26,359,376 (1,685,933) 5,399,294 7,694,226 5,456,093
Plant acquisition adjustment 374,399 (374,099) .... .... ....
Property under capital lease 753,310 1 35,604 28,087 239,395
Natural gas 201,841 (59,100) .... .... ....
Construction work in progress 882,829 (331,695) 157,994 59,100 110,792
Nuclear fuel under capital leases 265,464 154,043 65,556 221,730 70,316
Nuclear fuel 232,387 (156,543) 8,156 67,688 ....
-----------------------------------------------------------------
Total 29,069,606 (2,453,326) 5,666,604 8,070,831 5,876,596
Less - Accumulated depreciation and amortization 11,805,578 (31,417) 2,615,013 3,750,770 2,538,964
-----------------------------------------------------------------
Utility plant - net 17,264,028 (2,421,909) 3,051,591 4,320,061 3,337,632
-----------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 946,126 19,868 164,146 426,623 179,368
Unamortized loss on reacquired debt 166,546 .... 40,817 34,321 28,341
Other regulatory assets 707,439 10,474 260,535 201,329 73,754
Long-term receivables 28,083 8 .... 26,576 1,515
Accumulated Deferred Income Taxes .... 64,197 .... .... ....
Other 784,194 (567,240) 10,797 26,460 16,650
-----------------------------------------------------------------
Total 2,632,388 (472,693) 476,295 715,309 299,628
-----------------------------------------------------------------
Total $ 25,910,311 $ 3,123,027 $ 4,451,580 $ 6,209,741 $ 4,149,701
=================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Current Assets:
Cash and cash equivalents:
Cash $ 12,883 $ 5,237 $ 15 $ .... $ 149
Temporary cash investments - at cost
which approximates market 41,165 32,947 49,564 10,821 548
Special deposits .... .... .... .... ....
-----------------------------------------------------------------
Total cash and cash equivalents 54,048 38,184 49,579 10,821 697
-----------------------------------------------------------------
Other temporary investments - at cost,
which approximates market 18,566 14,859 22,354 4,782 247
Notes receivable - associated companies .... .... .... 368,992 ....
Accounts receivable:
Customer 50,370 33,827 .... .... ....
Allowance for doubtful accounts (1,044) (2,234) .... .... ....
Associated companies 14,201 10,527 70,755 4,915 3,676
Other 2,892 4,511 1,193 2,517 ....
Accrued unbilled revenues 30,300 20,027 .... .... ....
-----------------------------------------------------------------
Total receivables 96,719 66,658 71,948 7,432 3,676
-----------------------------------------------------------------
Deferred fuel costs 106,158 .. .... .... ....
Accumulated deferred income taxes .... 4,882 .... .... 2,663
Fuel inventory - at average cost 4,824 3,081 .... .... ....
Materials and supplies - at average cost 16,896 8,273 51,665 .... 142
Deferred nuclear refueling outage costs .... .... 8,728 .... ....
Prepayments and other 8,521 26,239 1,631 .... 1,042
-----------------------------------------------------------------
Total 305,732 162,176 205,905 392,027 8,467
-----------------------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity 5,531 3,259 .... 7,860,109 ....
Decommissioning trust funds .... .... 138,546 .... ....
Non-utility property - at cost (less 6,723 .... .... .... ....
accumulated depreciation)
Other - at cost (less accumulated depreciation) .... .... .... .... ....
-----------------------------------------------------------------
Total 12,254 3,259 138,546 7,860,109 ....
-----------------------------------------------------------------
Utility Plant:
Electric 1,939,182 597,575 3,098,446 .... 12,291
Plant acquisition adjustment .... .... .... .... ....
Property under capital lease 211 .... 450,014 .... ....
Natural gas .... 142,741 .... .... ....
Construction work in progress 110,450 43,166 36,868 .... 833
Nuclear fuel under capital leases .... .... 61,905 .... ....
Nuclear fuel .... .... .... .... ....
-----------------------------------------------------------------
Total 2,049,843 783,482 3,647,233 .... 13,124
Less - Accumulated depreciation and amortization 741,892 396,535 1,416,337 .... 11,309
-----------------------------------------------------------------
Utility plant - net 1,307,951 386,947 2,230,896 .... 1,815
-----------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 22,387 .... 173,470 .... ....
Unamortized loss on reacquired debt 13,925 761 48,381 .... ....
Deferred fuel costs .. .... .... .... ....
Other regulatory assets 13,503 10,843 157,949 .... ....
Long-term receivables .... .... .... .... ....
Accumulated Deferred Income Taxes .... .... .... .... ....
Other 7,274 2,051 8,894 98,488 ....
-----------------------------------------------------------------
Total 57,089 13,655 388,694 98,488 ....
-----------------------------------------------------------------
Total $ 1,683,026 $ 566,037 $2,964,041 $ 8,350,624 $ 10,282
=================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY
ASSETS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Current Assets:
Cash and cash equivalents:
Cash $ 4 $ 8,454 $ 1,000 $ 1,496
Temporary cash investments - at cost
which approximates market 7,266 33,266 .... 8,386
Special deposits .... .... .... ....
------------------------------------------------------
Total cash and cash equivalents 7,270 41,720 1,000 9,882
------------------------------------------------------
Other temporary investments - at cost,
which approximates market .... .... .... ....
Notes receivable .... 62 .... 2,064
Accounts receivable:
Customer .... .... .... ....
Allowance for doubtful accounts .... .... .... (2,064)
Associated companies 156 118,575 40,774 15,468
Other 4,483 15,588 3 ..
Accrued unbilled revenues .... .... .... ....
------------------------------------------------------
Total receivables 4,639 134,163 40,777 13,404
------------------------------------------------------
Deferred fuel costs .... .... .... ....
Accumulated deferred income taxes 6,115 .... .... 3,458
Fuel inventory - at average cost 865 .... 61,709 ....
Materials and supplies - at average cost 1,794 41 .... 18
Deferred nuclear refueling outage costs .... .... .... ....
Prepayments and other 69 749 10 1,615
------------------------------------------------------
Total 20,752 176,735 103,496 30,441
------------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity .... .... .... ....
Decommissioning trust funds .... .... .... ....
Non-utility property - at cost (less .... .... .... 222
accumulated depreciation)
Other - at cost (less accumulated depreciation) .... .... .... 897
------------------------------------------------------
Total .... .... .... 1,119
------------------------------------------------------
Utility Plant:
Electric 149,849 269,637 24,424 32,426
Plant acquisition adjustment 300 .... .... ....
Property under capital lease .... .... .. ....
Natural gas .... .... .... ....
Construction work in progress 2,074 29,838 .. 19
Nuclear fuel under capital leases .... .... .... ....
Nuclear fuel .... .... .... ....
------------------------------------------------------
Total 152,223 299,475 24,424 32,445
Less - Accumulated depreciation and amortization 91,196 179,074 24,415 8,656
------------------------------------------------------
Utility plant - net 61,027 120,401 9 23,789
------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net .... .... .... ....
Unamortized loss on reacquired debt .... .... .... ....
Deferred fuel costs .... .... .... ....
Other regulatory assets .... .... .... ....
Long-term receivables .... .... .... ....
Accumulated Deferred Income Taxes .... 36,650 .... 27,547
Other .... 16,645 107 29,588
------------------------------------------------------
Total .... 53,295 107 57,135
------------------------------------------------------
Total $ 81,779 $ 350,431 $ 103,612 $ 112,484
======================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Current Liabilities:
Currently maturing long-term debt $ 682,771 $ (98,332) $ 85,000 $ 147,921 $ 185,627
Notes payable:
Associated companies .... 10,000 .... .... ....
Other 351,018 (350) 667 .... ....
Accounts payable:
Associated companies .... 370,850 32,868 38,728 73,208
Other 592,529 (77,343) 87,036 135,023 93,460
Customer deposits 188,230 (54) 32,589 45,876 61,359
Taxes accrued 700,133 (111,399) 104,281 90,604 20,410
Accumulated deferred income taxes .... 43,829 .... 21,412 ....
Nuclear refueling outage costs 2,080 .... .... 2,080 ....
Interest accrued 192,420 (12,144) 30,544 43,414 34,524
Deferred fuel cost .... 77,689 .... .... 67,493
Obligations under capital leases 149,352 (1) 51,973 36,668 34,171
System Energy Refund .... 102,182 53,732 .... ....
Other 345,387 (253,920) 17,221 20,995 14,119
-----------------------------------------------------------------
Total 3,203,920 51,007 495,911 582,721 584,371
-----------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,574,664 47,254 809,742 1,227,084 776,610
Accumulated deferred investment tax credits 471,090 (1) 83,239 163,766 111,942
Taxes Accrued 250,000 .... .... .... ....
SFAS 109 regulatory liability - net .... 19,868 .... .... ....
Obligations under capital leases 181,085 (15) 49,187 60,163 36,144
FERC settlement - refund obligation .... .... .... .... ....
Other regulatory liabilities 135,878 .... .... .... ....
Decommissioning 1,194,333 (909,304) .... 144,926 ....
Transition to competition 231,512 .... 152,414 79,098 ....
Regulatory reserves 37,591 (4,000) .... 33,591 ....
Accumulated provisions 425,399 (147,172) 41,415 63,811 68,522
Other 852,269 (338,092) 107,424 93,719 82,780
-----------------------------------------------------------------
Total 7,353,821 (1,331,462) 1,243,421 1,866,158 1,075,998
-----------------------------------------------------------------
Long-term debt 7,321,028 (1,279,830) 1,308,075 1,958,897 1,091,329
Subsidiaries' preferred stock with sinking fund 26,185 .... .... 26,185 ..
Subsidiaries' preferred stock without sinking fund 334,337 (334,337) .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... 334,338 116,350 47,327 100,500
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
248,174,087 shares 2,482 .... .... .... ....
Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900
Paid-in capital 4,662,704 1,878,157 591,127 1,157,459 ....
Capital stock expense and other .... 336,216 .... .... (1,718)
Retained earnings 3,638,448 1,185,807 636,226 371,939 140,321
Accumulated other comprehensive income (loss) (88,794) (214) .... .... ....
Less - treasury stock at cost (27,441,384 shares in 2001) 758,820 .... .... .... ....
-----------------------------------------------------------------
Total common shareholders' equity 7,456,020 6,017,649 1,344,173 1,690,780 1,328,003
-----------------------------------------------------------------
Total $ 25,910,311 $ 3,123,027 $4,451,580 $6,209,741 $4,149,701
=================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Current Liabilities:
Currently maturing long-term debt $ 65,000 $ .... $ 100,891 $ .... $ ....
Notes payable:
Associated companies .... .... .... .... ....
Other .... .... .... 350,001 ....
Accounts payable:
Associated companies 45,554 18,199 2,404 13,618 1,084
Other 27,383 23,640 14,316 5,105 1,707
Customer deposits 29,421 18,931 .... .... ....
Taxes accrued 31,484 .. 112,522 215,368 ....
Accumulated deferred income taxes 19,277 .. 2,360 .... 780
Nuclear refueling outage costs .... .... .... .... ....
Interest accrued 17,667 7,032 47,095 .... ....
Deferred fuel cost .... 10,196 .... .... ....
Obligations under capital leases 36 .... 26,503 .... ....
System Energy Refund 14,836 33,614 .... .... ....
Other 1,964 1,799 1,583 7,861 ....
-------------------------------------------------------------------
Total 252,622 113,411 307,674 591,953 3,571
-------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 266,498 25,326 498,404 .... ....
Accumulated deferred investment tax credits 17,908 5,361 86,040 .... ....
Taxes Accrued .... .... .... 250,000 ....
SFAS 109 regulatory liability - net .... 19,868 .... .... ....
Obligations under capital leases 175 .... 35,401 .... ....
FERC settlement - refund obligation .... .... .. .... ....
Other regulatory liabilities .... .. 135,878 .... ....
Decommissioning .... .... 140,103 .... ....
Regulatory reserves .... .... .. .... ....
Accumulated provisions 7,627 5,802 705 .... 912
Other 37,678 16,735 39,117 52,651 4,799
-------------------------------------------------------------------
Total 329,886 73,092 935,648 302,651 5,711
-------------------------------------------------------------------
Long-term debt 589,762 229,097 830,038 .... ....
Subsidiaries' preferred stock with sinking fund .... .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... .... ....
Notes payable to associated companies .... .... .... .... ....
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
248,174,087 shares .... .... .... 2,482 ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid-in capital .... 36,294 .... 4,662,704 995
Capital stock expense and other (59) .... .... .... ....
Retained earnings 261,108 60,619 101,331 3,638,448 ....
Accumulated other comprehensive income (loss) .... .... .... (88,794) ....
Less - treasury stock at cost (27,441,384 shares in 2001) .... .... .... 758,820 ....
-------------------------------------------------------------------
Total common shareholders' equity 510,756 150,437 890,681 7,456,020 1,000
-------------------------------------------------------------------
Total $ 1,683,026 $ 566,037 $ 2,964,041 $ 8,350,624 $ 10,282
===================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Current Liabilities:
Currently maturing long-term debt $ .... $ .... $ .... $ ....
Notes payable:
Associated companies 10,000 .... .... ....
Other .... .... .... ....
Accounts payable:
Associated companies 3,332 105,582 27,950 8,323
Other 470 86,013 39,755 1,278
Customer deposits .... .... .... ....
Taxes accrued .... 13,340 725 ....
Accumulated deferred income taxes .... .... .... ....
Nuclear refueling outage costs .... .... .... ....
Interest accrued .... .... .... ....
Obligations under capital leases .... .... .. ....
Other .... 7,463 (25) 18,487
----------------------------------------------------
Total 13,802 212,398 68,405 28,088
----------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 17,343 .... 911 ....
Accumulated deferred investment tax credits .... 2,700 133 ....
SFAS 109 regulatory liability - net .... .... .... ....
Obligations under capital leases .... .... .... ....
FERC settlement - refund obligation .... .... .... ....
Other regulatory liabilities .... .... .... ....
Decommissioning .... .... .... ....
Transition to competition .... .... .... ....
Regulatory reserves .... .... .... ....
Accumulated provisions .... 59,310 .... 30,123
Other .... 76,003 357 2,914
----------------------------------------------------
Total 17,343 138,013 1,401 33,037
----------------------------------------------------
Long-term debt .... .... 34,000 ..
Subsidiaries' preferred stock with sinking fund .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... ....
Notes payable to associated companies .... .... .... ....
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
248,174,087 shares .... .... .... ....
Common stock of subsidiaries 55 20 20 57,400
Paid-in capital 92,282 .... .... ....
Capital stock expense and other .... .... .... 337,993
Retained earnings (41,703) .... .... (344,034)
Accumulated other comprehensive income (loss) .. .. (214) ..
Less - treasury stock at cost (27,441,384 shares in 2001) .... .... .... ....
----------------------------------------------------
Total common shareholders' equity 50,634 20 (194) 51,359
----------------------------------------------------
Total $ 81,779 $ 350,431 $ 103,612 $ 112,484
====================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Retained Earnings, January 1, 2001 $ 3,190,639 $ 1,064,044 $ 548,285 $ 285,128 $ 150,319
Add:
Earnings applicable to common stock 750,507 566,349 178,185 179,444 132,550
Increase in Investment in subsidiary .... .... .... .... ....
-------------------------------------------------------------------
Total 3,941,146 1,630,393 726,470 464,572 282,869
-------------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 24,311 .... 7,744 5,025 7,495
Common stock 278,342 440,300 82,500 83,700 134,600
Capital stock and other expenses 45 4,286 .... 3,908 453
Return of capital to parent .... .... .... .... ....
-------------------------------------------------------------------
Total 302,698 444,586 90,244 92,633 142,548
-------------------------------------------------------------------
Retained Earnings, December 31, 2001 $ 3,638,448 $ 1,185,807 $ 636,226 $ 371,939 $ 140,321
===================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Retained Earnings, January 1, 2001 $ 244,170 $ 64,579 $ 104,076 $ 3,190,639 $ ....
Add:
Earnings applicable to common stock 39,620 (2,195) 116,355 726,196 ....
Increase in Investment in subsidiary .... .... .... .... ....
----------------------------------------------------------------
Total 283,790 62,384 220,431 3,916,835 ....
----------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 3,082 965 .... .... ....
Common stock 19,600 800 119,100 278,342 ....
Capital stock and other expenses .... .... .... 45 ....
Return of capital to parent .... .... .... .... ....
----------------------------------------------------------------
Total 22,682 1,765 119,100 278,387 ....
----------------------------------------------------------------
Retained Earnings, December 31, 2001 $ 261,108 $ 60,619 $ 101,331 $3,638,448 $ ....
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
ENTERGY ENTERGY SYSTEM ENTERGY
RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Retained Earnings, January 1, 2001 $ (47,111) $ .... $ .... $ (285,402)
Add:
Net Income (Loss) 5,408 .... .... (58,707)
Increase in Investment in subsidiary .... .... .... ....
---------------------------------------------------
Total (41,703) .... .... (344,109)
---------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock .... .... .... ....
Common stock .... .... .... ....
Capital stock and other expenses .... .... .... (75)
Return of capital to parent .... .... .... ....
---------------------------------------------------
Total .... .... .... (75)
---------------------------------------------------
Retained Earnings, December 31, 2001 $ (41,703) $ .... $ .... $ (344,034)
===================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Operating Revenues:
Electric $ 2,590,836 $ 3,578 $2,590,616 $ 3,578 $ 220 $ .... $ ....
Natural gas 57,724 .... 57,724 .... .... .... ....
Steam products .... .... .... .... .... .... ....
------------------------------------------------------------------------------------------
Total 2,648,560 3,578 2,648,340 3,578 220 .... ....
------------------------------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 1,061,037 .... 1,061,037 .... .... .... ....
Purchased power 467,196 .... 467,196 .... .... .... ....
Nuclear refueling outage expense 11,159 .... 11,159 .... .... .... ....
Other operation and maintenance 422,667 3,561 426,217 .... 9 2 ....
Depreciation and decommissioning 197,367 (11) 194,767 2,111 478 .... ....
Taxes other than income taxes 118,670 .... 118,670 .... .... .... ....
Other regulatory charges (credits) (32,334) .. (31,998) .... (336) .... ....
Amortization of rate deferrals 5,606 .... 5,606 .... .... .... ....
------------------------------------------------------------------------------------------
Total 2,251,368 3,550 2,252,654 2,111 151 2 ....
------------------------------------------------------------------------------------------
Operating Income (loss) 397,192 28 395,686 1,467 69 (2) ....
------------------------------------------------------------------------------------------
Other Income:
Allowance for equity funds used during
construction 9,248 .... 9,248 .... .... .... ....
Gain on sale of assets 2,454 .... 2,454 .... .... .... ....
Interest and dividend income 24,818 200 24,295 .... .... 557 166
Miscellaneous - net (7,148) 3,849 (4,765) (32) (111) 1,611 (2)
------------------------------------------------------------------------------------------
Total 29,372 4,049 31,232 (32) (111) 2,168 164
------------------------------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 153,393 199 153,393 78 121 .... ....
Other interest - net 13,537 .... 13,537 .... .... .... ....
Distributions on preferred
securities of subsidiary 7,438 .... 7,438 .... .... .... ....
Allowance for borrowed funds used
during construction (9,286) .... (9,286) .... .... .... ....
------------------------------------------------------------------------------------------
Total 165,082 199 165,082 78 121 .... ....
------------------------------------------------------------------------------------------
Income before income taxes 261,482 3,878 261,836 1,357 (163) 2,166 164
Income tax expense (benefit) 82,038 .... 82,364 (408) 522 (387) (53)
------------------------------------------------------------------------------------------
Net income 179,444 3,878 179,472 1,765 (685) 2,553 217
Preferred and preference dividend
requirements 5,025 .... 5,025 .... .... .... ....
------------------------------------------------------------------------------------------
Earnings applicable to common stock $ 174,419 $ 3,878 $ 174,447 $ 1,765 $ (685) $ 2,553 $ 217
==========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
OPERATING ACTIVITIES:
Net Income $ 179,444 $ 3,878 $ 179,472 $ 1,765 $ (685) $ 2,553 $ 217
Noncash items included in net income
Amortization of rate deferrals 5,606 .... 5,606 .... .... .... ....
Reserve for regulatory
adjustments (27,374) .... (27,374) .... .... .... ....
Other regulatory charges
(credits) (32,334) .... (31,998) .... (336) .... ....
Depreciation, amortization
and decommissioning 197,367 (11) 194,767 2,111 478 .... ....
Deferred income taxes and
investment tax credits 4,320 .... 4,509 (363) 151 23 ....
Allowance for equity funds used
during construction (9,248) .... (9,248) .... .... .... ....
Gain on sale of assets (2,454) .... (2,454) .... .... .... ....
Changes in working capital:
Receivables 59,132 (186,156) (125,605) (1,725) 394 206 (294)
Fuel inventory (16,753) .... (16,753) .... .... .... ....
Accounts payable (151,090) 328 (150,272) .... 6 (497) 1
Taxes accrued (41,764) (811) (42,646) (44) 3 (129) 241
Interest accrued (125) 36 (129) (82) 122 .... ....
Deferred fuel 161,396 .... 161,396 .... .... .... ....
Other working capital accounts 6,183 .... 6,183 .... .... .... ....
Provision for estimated losses and
reserves (3,593) .... (3,593) .... .... .... ....
Changes in other regulatory assets (54,613) .... (54,613) .... .... .... ....
Other 64,386 182,736 273,097 (1,692) (142) (24,142) 1
-------------------------------------------------------------------------------------
Net cash flow provided by
operating activities 338,486 .... 360,345 (30) (9) (21,986) 166
-------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Construction expenditures (317,776) .... (317,776) .... .... .... ....
Allowance for equity funds used
during construction 9,248 .... 9,248 .... .... .... ....
Nuclear fuel purchases (14,148) .... (14,148) .... .... .... ....
Proceeds from sale/leaseback of
nuclear fuel 15,222 .... 15,222 .... .... .... ....
Decommissioning trust contributions
and realized change in trust assets (11,319) .... (11,319) .... .... .... ....
Changes in other regulatory
investments - net (44,643) .... (44,643) .... .... .... ....
Other regulatory investments .. .... .. .... .... .... ....
-------------------------------------------------------------------------------------
Net cash flow used by investing
activities (363,416) .... (363,416) .... .... .... ....
-------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of
long-term debt 298,554 .... 298,554 .... .... .... ....
Retirement of long-term debt (124,829) .... (124,829) .... .... .... ....
Redemption of preferred stock (4,573) .... (4,573) .... .... .... ....
Dividends paid:
Common stock (83,700) .... (83,700) .... .... .... ....
Preferred stock (5,073) .... (5,073) .... .... .... ....
-------------------------------------------------------------------------------------
Net cash flow used by financing
activities 80,379 .... 80,379 .... .... .... ....
-------------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 55,449 .... 77,308 (30) (9) (21,986) 166
Cash and cash equivalents at
beginning of year 68,279 .... 41,101 75 39 23,246 3,818
-------------------------------------------------------------------------------------
Cash and cash equivalents at
end of year $123,728 $ .... $ 118,409 $ 45 $ 30 $ 1,260 $ 3,984
=====================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
ASSETS
Current Assets:
Cash and cash equivalents:
Cash $ 19,503 $ .... $ 19,424 $ 45 $ 30 $ 2 $ 2
Temporary cash investments - at cost
which approximates market 104,225 .... 98,985 .... .... 1,258 3,982
---------------------------------------------------------------------------------------
Total cash and cash
equivalents 123,728 .... 118,409 45 30 1,260 3,984
Other temporary investments 44,643 .... 44,643 .... .... .... ....
Notes receivable associated companies .... .... .... .... .... .... ....
Accounts receivable:
Customer 81,136 .... 80,321 .... .... 815 ....
Allowance for doubtful accounts (2,131) .... (2,131) .... .... .... ....
Associated companies 34,032 4,885 33,116 3,480 .... 1,507 814
Other 53,249 .... 53,249 .... .... .... ....
Accrued unbilled revenues 84,744 .... 84,744 .... .... .... ....
Deferred fuel costs 126,730 .... 126,730 .... .... .... ....
Fuel inventory - at average cost 54,011 .... 54,011 .... .... .... ....
Materials and supplies - at average
cost 95,674 .... 95,674 .... .... .... ....
Rate deferrals .... .... .... .... .... .... ....
Prepayments and other 22,373 2,126 22,375 333 249 1,145 397
---------------------------------------------------------------------------------------
Total 718,189 7,011 711,141 3,858 279 4,727 5,195
---------------------------------------------------------------------------------------
Other Property and Investments:
Decommissioning trust funds 245,382 .... 245,382 .... .... .... ....
Non-utility property - at cost
(less accumulated depreciation) 194,830 186,116 .... 8,167 547 ....
Other 15,970 31,731 47,701 .... .... .... ....
---------------------------------------------------------------------------------------
Total 456,182 31,731 479,199 .... 8,167 547 ....
---------------------------------------------------------------------------------------
Utility Plant:
Electric 7,694,226 .... 7,624,617 69,609 .... .... ....
Property under capital lease 28,087 .... 28,087 .... .... .... ....
Natural gas 59,100 .... 59,100 .... .... .... ....
Construction work in progress 221,730 .... 221,730 .... .... .... ....
Nuclear fuel under capital leases 67,688 .... 67,688 .... .... .... ....
----------------------------------------------------------------------------------------
Total 8,070,831 .... 8,001,222 69,609 .... .... ....
Less - Accumulated depreciation
and amortization 3,750,770 .... 3,697,620 53,150 .... .... ....
----------------------------------------------------------------------------------------
Utility plant - net 4,320,061 .... 4,303,602 16,459 .... .... ....
----------------------------------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 426,623 .... 426,623 .... .... .... ....
Unamortized loss on reacquired debt 34,321 .... 34,321 .... .... .... ....
Other regulatory assets 201,329 .... 201,329 .... .... .... ....
Long-term receivables 26,576 .... 26,576 .... .... .... ....
Other 26,460 .... 26,460 .... .... .... ....
----------------------------------------------------------------------------------------
Total 715,309 .... 715,309 .... .... .... ....
----------------------------------------------------------------------------------------
TOTAL $6,209,741 $ 38,742 $6,209,251 $ 20,317 $ 8,446 $ 5,274 $ 5,195
========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Currently maturing long-term
debt $147,921 $ .... $ 147,921 $ .... $ .... $ .... $ ....
Notes payable - associated companies .... .. .... .. .... .... ....
Accounts payable:
Associated companies 38,728 5,219 43,023 1 919 .... 4
Other 135,023 .... 135,023 .... .... .. ....
Customer deposits 45,876 .... 45,876 .... .... .... ....
Taxes accrued 90,604 1,792 92,396 .... .... .... ..
Accumulated deferred income taxes 21,412 .... 21,412 .... .... .... ....
Nuclear refueling reserve 2,080 .... 2,080 .... .... .... ....
Interest accrued 43,414 243 43,413 .. 244 .... ....
Obligations under capital leases 36,668 .... 36,668 .... .... .... ....
Other 20,995 .... 20,995 .... .... .... ....
----------------------------------------------------------------------------------------
Total 582,721 7,254 588,807 1 1,163 .. 4
----------------------------------------------------------------------------------------
Deferred Credits:
Accumulated deferred income
taxes 1,227,084 .... 1,227,915 769 (1,097) (403) (100)
Accumulated deferred
investment tax credits 163,766 .... 163,766 .... .... .... ....
Obligations under capital leases 60,163 .... 60,163 .... .... .... ....
Other regulatory liabilities .. .... .... .... .... .... ....
Decommissioning 144,926 .... 144,926 .... .... .... ....
Transition to competition 79,098 .... 79,098 .... .... .... ....
Regulatory reserves 33,591 .... 33,591 .... .... .... ....
Accumulated provisions 63,811 .... 63,811 .... .... .... ....
Other 93,719 .... 86,311 .... 7,408 .... ....
----------------------------------------------------------------------------------------
Total 1,866,158 .... 1,859,581 769 6,311 (403) (100)
----------------------------------------------------------------------------------------
Long-term debt 1,958,897 1,508 1,958,897 .... 1,508 .... ....
Preferred stock with sinking fund 26,185 .... 26,185 .... .... .... ....
Preference stock .... .... .... .... .... .... ....
Company - obligated mandatorily
redeemable preferred securities
of subsidiary trust holding
solely junior subordinated
deferrable debentures 85,000 .... 85,000 .... .... .... ....
Shareholder's Equity:
Preferred stock without sinking
fund 47,327 .... 47,327 .... .... .... ....
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares 114,055 .... 114,055 .... .... .... ....
Common stock of subsidiaries .... 138 .... 25 1 100 12
Additional paid-in capital 1,157,459 73,152 1,157,460 11,155 .... 15,966 46,030
Capital stock expense and other .... .... .... .... .... .... ....
Retained earnings 371,939 (43,310) 371,939 8,367 (537) (10,389) (40,751)
----------------------------------------------------------------------------------------
Total 1,690,780 29,980 1,690,781 19,547 (536) 5,677 5,291
----------------------------------------------------------------------------------------
TOTAL $6,209,741 $ 38,742 $6,209,251 $ 20,317 $ 8,446 $ 5,274 $ 5,195
========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Retained Earnings, January 1, 2001 $ 285,128 $ (47,160) $ 285,128 $ 6,602 $ 148 $ (12,942) $ (40,968)
Add:
Net Income (Loss) 179,444 3,878 179,472 1,765 (685) 2,553 217
---------------------------------------------------------------------------------------
Total 464,572 (43,282) 464,600 8,367 (537) (10,389) (40,751)
---------------------------------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 5,025 .... 5,025 .... .... .... ....
Common stock 83,700 .... 83,700 .... .... .... ....
Capital stock and other expenses 3,908 28 3,936 .... .... .... ....
---------------------------------------------------------------------------------------
Total 92,633 28 92,661 .... .... .... ....
---------------------------------------------------------------------------------------
Retained Earnings, December 31, 2001 $ 371,939 $ (43,310) $ 371,939 $ 8,367 $ (537) $ (10,389) $ (40,751)
=======================================================================================
THE ARKLAHOMA CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 2001 AND 2000
(IN THOUSANDS)
2001 2000
Revenues - Interest income $ 9 $ 12
- Other - -
---- -----
Total 9 12
Expenses - Administrative and general 9 8
- Other - -
---- -----
Total 9 8
---- -----
Income before Federal
and state income taxes - 4
Federal and state income taxes - -
---- -----
Net Income - 4
---- -----
Retained Earnings - beginning of year 317 313
Less: Dividends Declared - -
---- -----
Retained Earnings - end of year $317 $ 317
==== =====
The accompanying notes to financial statements
are an integral part of these statements.
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED NOVEMBER 30, 2001 and 2000
(IN THOUSANDS)
2001 2000
OPERATING ACTIVITIES:
Net Income $ - $ 4
Cumulative effect of a Change in Accounting
for Income Taxes - -
Changes in working capital:
Accounts receivable (4) (61)
Accounts payable - (10)
------ ------
Net cash flow used by operating
activities (4) (67)
------ ------
Net (decrease) in cash
and cash equivalents (4) (67)
Cash and cash equivalents at
beginning of year 59 126
------ ------
Cash and cash equivalents at
end of year $ 55 $ 59
====== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for income taxes $ 1 $ -
====== ======
The accompanying notes to financial statements
are an integral part of these statements.
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 2001 AND 2000
(IN THOUSANDS)
ASSETS
2001 2000
Utility Plant:
Electric plant in service - at cost $ 2,562 $ 2,562
Less - Accumulated depreciation 2,249 2,249
------- --------
Utility Plant - Net 313 313
------- --------
Current Assets:
Cash and cash equivalents 55 59
Accounts receivable - associated companies 65 61
------- --------
Total 120 120
------- --------
Total $ 433 $ 433
======= ========
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $ 50 $ 50
Retained earnings 317 317
------- --------
Total 367 367
------- --------
Current Liabilities:
Accounts payable 6 6
Deferred Credits:
Deferred Income Taxes (SFAS 109) 60 60
------- --------
Total $ 433 $ 433
======= =======
The accompanying notes to financial statements
are an integral part of these balance sheets.
THE ARKLAHOMA CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2001 AND 2000
1. OPERATIONS:
The Arklahoma Corporation's (the "Company") utility plant consists
principally of transmission facilities which are being leased to its
three stockholder companies from year to year. Pursuant to the terms
of the lease agreement, the lessees have agreed to pay all operating
costs, including maintenance, repairs, insurance and taxes assessed
upon the properties. Such amounts totaled approximately $986,200 and
$662,700 in fiscal years 2001 and 2000, respectively.
Under the terms of the current lease agreement, annual rentals have
been discontinued but can be reinstated upon the agreement of the
Company and the lessees.
2. NEW ACCOUNTING STANDARD:
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No.143, "Accounting for Asset Retirement Obligations." Adoption
of SFAS No. 143 is required for financial statements for periods
beginning after June 15, 2002. The Company will adopt this new
standard effective December 1, 2003. Management is in the process of
reviewing this statement. The Company does not believe the adoption
of this statement will have a material impact on its consolidated
financial position or results of operation.
3. CASH AND CASH EQUIVALENTS:
For purposes of these financial statements, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. These investments are carried
at cost, which approximates market.
4. UTILITY PLANT:
Through fiscal year 1980, depreciation was provided using a straight-
line rate based on the electric plant's estimated composite service
life of 33 years with a salvage value of 10%. The utility plant
became fully depreciated for financial reporting purposes in fiscal
year 1980, and no depreciation was provided in fiscal years 1981, 1982
or 1983. In 1984, the Company acquired additional property, which was
depreciated over the remaining term of the lease. For income tax
reporting purposes, depreciation was calculated using a straight-line
rate with no estimated salvage value and an estimated useful life
extended to December 1988. All property was fully depreciated as of
December 31, 1988.
5. INCOME TAXES:
Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." This statement requires the liability method of
accounting for income taxes. Under the liability method, the deferred
tax liability, or asset, is determined based on the difference between
the tax reporting and financial reporting bases of assets and
liabilities. The effect on deferred taxes of a change in tax rates
will be recognized in income in the period of the enactment of the
rate change.
Deferred income taxes resulted from temporary differences in financial
versus tax bases of fixed assets. The net tax liability is reflected
as a deferred income tax liability in the accompanying balance sheets.
The Company has an Oklahoma state net operating loss carryforward
available to reduce future Oklahoma State income taxes payable. The
carryforward as of November 30, 2000, is $24,782 and begins to expire
in 2002.