U5S 1 a08501.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 2000 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, 2000 1 2 Acquisitions or Sales of Utility Assets 15 3 Issue, Sale, Pledge, Guarantee or Assumption of System Securities 16 4 Acquisition, Redemption or Retirement of System Securities 19 5 Investments in Securities of Non-System Companies 20 6 Officers and Directors 21 7 Contributions and Public Relations 62 8 Service, Sales and Construction Contracts 64 9 Wholesale Generators and Foreign Utility Companies 67 10 Financial Statements and Exhibits 73 Signatures 94
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000 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 $1,139,882 $1,139,882 The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 216 $ 216 Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,552,378 $1,942,742 Varibus Corporation (Varibus) 100,000 100 $ 27,624 $ 27,624 Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 5,074 $ 5,074 Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ 149 $ 149 GSG&T Inc. (GSG&T) 25,000 100 $ 16,968 $ 16,968 Entergy Louisiana, Inc. (Entergy Louisiana) (2, 3) 165,173,180 100 $1,237,048 $1,237,048 Entergy Mississippi, Inc. (Entergy Mississippi) (2, 3) 8,666,357 100 $ 443,437 $ 443,437 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 $ 134,617 $ 134,617 System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 893,426 $ 893,426 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 Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 28,998 $ 28,998 Entergy Retail Holding Company (7) *** 1,000 100 $ 5,116 $ 3,401 Entergy Retail Texas, Inc. (7) *** 1,000 100 $ 46 $ 46 Entergy Solutions Ltd. (7) *** 1% General - $ 1,454 $ 30 Partnership Interest Entergy Solutions Supply Ltd. (7) *** 1% Limited - $ 831 $ 10 Partnership Interest Entergy Solutions Ltd. (7) *** 99% Limited - $ 1,454 $ 2,959 Partnership 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 Solutions Supply Ltd. (7) *** 99% Limited 0 $ 831 $ 991 Partnership Interest Entergy Retail Louisiana LLC-A (7) *** 90% Member 90 $ 284 $ 262 Interest Entergy Retail Louisiana LLC-B (7) *** 10% Member 10 $ 284 $ 29 Interest Entergy Retail Louisiana Management 50% Member 50 $ 500 $ 251 Services LLC-A (7) *** Interest Entergy Retail Louisiana LLC-B (7) *** 90% Member 90 $ 284 $ 262 Interest Entergy Retail Louisiana LLC-A (7) *** 10% Member 10 $ 284 $ 29 Interest Entergy Retail Louisiana Management 50% Member 50 $ 500 $ 251 Services LLC-A (7) *** Interest Entergy Ventures Holding Company, Inc. (7) *** 1,000 100 $ 10,651 $ 10,651 Entergy MHK Investments LLC (7) *** 100% Member 100 $ 10,500 $ 10,500 Interest Entergy Commerce, Inc. (7) *** 1,000 100 $ 131 $ 131 Entergy MHK Retail LLC (7) *** 100% Member 100 $ 130 $ 130 Interest Entergy Resources, Inc. (7) 1,000 100 $ - $ - Entergy Operations Services, Inc. (EOSI) 3,000 100 $ 2,921 $ 2,921 Entergy Power Gas Holdings Corporation (7) 1,000 100 $ 5,000 $ 5,000 Entergy Power Technologies Corporation (7) 1,000 100 $ 1,000 $ 1,000 Entergy Power Gas Operations Corporation (7) 800 80 $ 4,748 $ 3,798 Highland Energy Company (7) 3,844 75 $ 2,132 $ 2,132 Entergy Procurement Exchange Holding Corporation (7) 1 100 $ 4,428 $ 4,428 Entergy Power Generation Corporation (6) 1,000 100 $ 49,002 $ 49,002 EAL Power Generation, LLC 100% Member 100 $ - $ - Interest Entergy Power Crete Corporation (7) 1,000 100 $ 21 $ 21
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) Crete Energy Ventures, LLC (7) 50% Member 50 $ 1,267 $ 634 Interest Crete Turbine Holdings, LLC (7) 50% Member 50 $48,957 $24,479 Interest Entergy Power Clay County I Corporation (7) 1,000 100 $ 1 $ 1 Clay County Power LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Clay County II Corporation (7) 1,000 100 $ 1 $ 1 Clay County Power LLC (7) 50% Member 50 $ - $ - Interest Entergy Power DeSoto County Ventures, Inc. (7) 1,000 100 $ - $ - DeSoto County Generating Company LLC (7) 100% Member 100 $ - $ - Interest Entergy Power Franklin County I Corporation (7) 1,000 100 $ - $ - Franklin County Power, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Franklin County II Corporation (7) 1,000 100 $ - $ - Franklin County Power, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Greenville Generating Company I (7) 1,000 100 $ - $ - Greenville Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Greenville Generating Company II (7) 1,000 100 $ - $ - Greenville Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Jackson Generating Company I (7) 1,000 100 $ - $ - Entergy Power Jackson Generating Company II (7) 1,000 100 $ - $ - Jackson Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Ventures Corp. I (7) 1,000 100 $ 1 $ 1 Entergy Power Ventures L.P. (7) 1% General 100 $ 67 $ 33 Partnership 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 Ventures Corp. II (7) 1,000 100 $ 42 $ 42 Entergy Power Ventures L.P. (7) 99% Limited - $ 67 $ 34 Partnership Interest Entergy Power Warren Corporation I (7) 10,000 100 $ (1,138) $ (1,138) Warren Power, LLC (7) 100% Member 100 $ (1,858) $ (1,858) Interest Entergy Power Fairfield Corporation * 1,000 100 $ 186 $ 186 Entergy Power Freestone O & M LP (7) * 1% General 100 $ - $ - Partnership Interest Freestone Power Generation L.P. * 99% Limited - $ - $ - Partnership Interest Entergy Power Freestone O & M LP (7) * 99% Limited - $ - $ - Partnership Interest Entergy Power, Inc. 11,000 100 $ 65,939 $ 65,939 Entergy Power Marketing Corp. (EPMC) 250 100 $105,104 $105,104 Entergy Holdings Inc. (EHI) *** 3,000 100 $ 6,001 $ 3,717 Entergy Business Solutions, LLC *** 100% Member 100 $ (972) $ 5 Interest Entergy Thermal, LLC *** 100% Member 100 $ 6,758 $ 8,065 Interest Entergy Nuclear, Inc. (ENI) *** 3,000 100 $ 890 $ 449 TLG Services, Inc. (7) *** 5 100 $ 4,059 $ 4,500 Entergy Nuclear Holding Company # 1 (ENHC #1) (6) 3,000 75 $212,732 $163,769 Entergy Nuclear Generation Corporation (ENGC) (6) *** 1 100 $149,593 $ 89,222 Entergy Nuclear New York Investment Company I (6) *** 1,000 100 $ (2,618) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 42,999 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 29,895 $ 11,678 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 Nuclear Ninemile LLC *** 50% Member 50 ** ** Interest Entergy Nuclear New York Investment Company II (6) *** 1,000 100 $ (2,618) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 42,999 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 29,895 $ 11,678 Interest Entergy Nuclear Ninemile LLC *** 50% Member 50 ** ** Interest Entergy Nuclear Holding Company #2 (7) *** 1,000 100 $ 2 $ (451) Entergy Nuclear Operations, Inc. (7) *** 1,000 100 $ (411) $ 1 Entergy Nuclear Fuels Company (7) *** 1,000 100 $ (40) $ 1 Entergy Nuclear Holding Company 3,000 100 ** ** Entergy Nuclear Holding Company # 3 (7) *** 1,000 100 ** ** Entergy Nuclear New York Investment Company III (7) *** 1,000 100 ** ** Entergy Nuclear Indian Point 2 LLC(7) *** 100% Member 100 $ ** ** Interest Entergy Technology Holding Company (ETHC) *** 10 100 $ 9,537 $ 12,921 Entergy Technology Corporation (ETC) *** 10 100 $ 10,394 $ 7,010 Entergy Wireless, Inc. (*) (***) 10 100 $ - $ - Entergy International Holdings Ltd. LLC (6) 100% Member 100 $ 836,581 $ 833,705 Interest Entergy Global Investments, Inc. (7) *** 1,000 100 $ (5,670) $ 1,000 Entergy Nuclear Holding Company #1 (6) *** 3,000 25 $ 144,708 $ 50,000 Entergy Power Development Corporation (6) *** 10,959 15 $ 171,579 $ 47,147 Entergy Power Generation Corporation (6) *** Non-voting - $ 33,000 $ 33,000 common stock EWO Marketing Holding, Inc. (7) 1,000 100 $ 1 $ 1 EWO Marketing, LP 99% Limited 0 $ 1 $ 1 Partnership 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) EWO GP LLC (7) 100% Member 100 $ 1 $ 1 Interest EWO Marketing, LP (7) 1% General 100 ** ** Partnership Interest Entergy International LTD LLC (6) 100% Member 100 $912,527 $ 890,103 Interest Entergy International Investments No. 2 Ltd., LLC *** 100% Member 100 $406,633 $ 505,593 Interest Entergy UK Holdings Limited (6) *** 307,310 100 $513,989 $ 505,981 Entergy UK Limited (6) *** 307,310 100 $941,738 $ 507,236 Entergy UK Enterprises Limited (6) *** 574,000 100 $ 70,524 $ 947,444 EWO Holdings Inc.(6) 8,000 33 $ 8,235 $ 8,235 Entergy Power Maritza Holding III, Ltd. 1 - $ - $ - Entergy US DB I LLC 6,587,940 100 $ 2,924 $ 2,915 Entergy AUS DB I Pty Limited * 3,163,044 >1 $ 206 $ 206 Entergy US DB IV LLC 658,912,260 100 $287,218 $ 291,455 Entergy Australia DB II Pty Limited * 40,000 100 $119,750 $ 119,590 Entergy Australia DB I Pty Limited * 316,447,786 less then 99 $ 206 $ 206 Entergy Victoria , Inc. 311,584 100 $119,750 $ 119,590 Entergy Australia DB I Pty Limited * >1 $ - $ - 10,000 Entergy Australia DB 1 A Pty Limited (6) * 40,000 100 $ - $ - Entergy Power International Holdings Corporation 1,000 100 $ (793) $ (793) Entergy Global Power Operations Corporation 1,000 100 $ 3,700 $ 3,700 Entergy Power Operations U.S., Inc. 1,000 100 $ 1 $ 1 Entergy Power Operations Corporation (6) 1,000 100 $ 3,985 $ 3,985 Entergy Power Operations Damhead Creek 99% Limited - $ 931 $ 922 Limited Partnership (6) Partnership Interest Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 3,844 $ 3,844 Entergy Power Operations Pakistan LDC (6) 190 95 $ 112 $ 107
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 Operations U.K., Ltd. (6) 1,000 100 $ 3,490 $ 3,490 Entergy Tarong Services Pty., Ltd. 1,000 100 $ 1 $ 1 Entergy Power Operations Damhead Creek Corporation (6) 998 99.8 $ 1 $ 1 Entergy Power Operations Damhead Creek 1% General 100 $ 931 $ 9 Limited Partnership (6) Partnership Interest Entergy Power Operations Fairfield Corporation (7) 1,000 100 $ - $ - Entergy Power Operations Freestone Corporation (7) 1,000 100 $ - $ - Entergy Power Development Corporation (6) 62,100 85 $238,331 $238,331 Entergy Power Operations Pakistan LDC (6) 10 5 $ 112 $ 6 Entergy Global Trading Holdings, Ltd. 1,000 100 $ 13,157 $ 13,157 EGT Holdings, Ltd. 1,000 100 $ 13,157 $ 13,157 Entergy Trading and Marketing, Ltd. 500 100 $ 21,864 $ 21,864 Entergy Pakistan, Ltd. (6) 378 100 $ 21,811 $ 21,811 Entergy Power Liberty, Ltd. (6) 100 100 $ (1) $ (1) Entergy Power Asia, Ltd. (6) 1,002 100 $ (970) $ (970) Entergy Power Saltend Holding, Ltd. (6) 4,716,700 100 $ 65,995 $ 65,995 Entergy Power Saltend, Ltd. (6) 48,147 100 $ 90,372 $ 90,372 Saltend Cogeneration Company, Ltd. (6) 24,001,000 100 $ 89,773 $ 89,773 Entergy Power Europe Holding, Ltd. (6) 1,000 100 $ 64 $ 64 Entergy Power Damhead Creek Holding II, Ltd. (6) 1 .1 $ 1,687 $ 2 Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 100 $ (7,932) $ (7,932) Entergy Power Damhead Creek Holding II, Ltd. (6) 999 99.9 $ 1,687 $ 1,685 Entergy Power Properties (Kingsnorth), Ltd. (6) 5,002 100 $ 8 $ 8 Entergy Power Damhead Creek Holding III, Ltd. (6) 2,000 100 $ 43,912 $ 43,912 Damhead Creek Holding Limited (6) 2 100 $ (4,451) $ (4,451) Damhead Creek Limited (6) 1,200,101 100 $ 51,830 $ 51,830 Damhead Creek Finance Ltd. (6) 200 100 $ (7) $ (7)
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 Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1 Entergy Power Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1 Entergy Power Damhead Finco LLC (6) 1% Member 1 $ 415 $ 4 Interest Entergy Power Damhead Finco LLC (6) 99% Member 99 $ 415 $ 411 Interest Entergy Power Damhead Finco 1 (6) 1,000 100 $ (4) $ (4) Damhead Finance LDC (6) 10 1 $ 257 $ 3 Damhead Finance (Netherlands Antilles) N.V. (6) 60 1 $ (161) $ (2) Damhead Finance (Netherlands) B.V. (6) 4 1 $ 3 $ - Entergy Power Damhead Finco 2 (6) 1,000 100 $ 252 $ 252 Damhead Finance LDC (6) 990 99 $ 257 $ 254 Damhead Finance (Netherlands Antilles) N.V. (6) 5,940 99 $ (161) $ (159) Damhead Finance (Netherlands) B.V. (6) 396 99 $ 3 $ 3 Entergy Power Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy S.A. (6) 2,230,000 100 $ 11,313 $ 11,313 EWO Holdings Inc. (6) 16,225 67 $ 14,535 $ 14,535 Latin America Holding I, Ltd. (7) 1 100 $ - $ - Latin America Holding II, Ltd. (7) 1 100 $ - $ - Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,732 $ 3,732 Entergy Power Chile, S.A. (6) 6,558,511 99.9 $ 10,772 $ 10,761 Inversiones Electricas Quillota S.A. (6) 608,681 50.01 CP14,913,550 CP7,456,775 Compania Electrica San Isidro S.A. (6) 1,025,001 25 CP29,774,268 CP7,443,567 Entergy Power Peru, S.A. (6) 425,702,300 100 $ 142,634 $ 142,634 Generandes Peru S.A. (6) 425,714,721 34.7 SL 1,795,083 SL1,799,042
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) Edegel S.A. (6) 1,338,353,000 68.9 SL 622,894 SL622,894 Entergy Power Chile, Inc. (7) 1 100 $ 14,036 $ 14,036 EP Edegel, Inc. (6) 1,000 100 $ 202,658 $ 202,658 Entergy Power Maritza Holding, Inc. (7) 1,100 100 $ 1 $ 1 Entergy Power Maritza Holding I, Ltd. (7) 200 100 $ - $ - Entergy Power Maritza Holding II, Ltd. (7) 199 100 $ - $ - Entergy Power Maritza Holding Limited (7) 999 99.9 $ 1 $ 1 Entergy Power Maritza Holding III, Ltd. (7) 100 100 $ - $ - Entergy Power Maritza Holding Limited (7) 1 .1 $ - $ - Maritza East III Power Company AD (7) 816 51 $ 1 $ 1 Entergy Power Netherlands Company BV 800 100 $ (183) $ (183) Entergy Power Projects Italia, S.R.L. (7) 200,000 1 $ (85) $ (1) Entergy Power Services Italia, S.R.L. (7) 200,000 50 $ (107) $ (53) Sabinas Power Company BV 400 100 $ (209) $ (209) Entergy Power Projects Italia, S.R.L. (7) 19,800,000 99 $ (85) $ (84) Entergy Power Services Italia, S.R.L. (7) 19,800,000 50 $ (107) $ (54) Entergy Power Argentina, Ltd. * 1,000 100 $ (17) $ (17) Entergy Power Generation Argentina LDC * 999 99.9 $ (7) $ (7) Entergy Power Generation Argentina SRL * 11,999 99.9 $ 2 $ 2 Entergy Power Transmission Argentina SRL * 1 0.1 $ - $ - Entergy Power Nogales SRL * 1 0.1 $ - $ - 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) $ -
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 Nogales LDC 1 0.1 $ (7) $ - Entergy Power Transmission Argentina LDC 1 0.1 $ (4) $ - Entergy Power Transmission Argentina, Ltd. 1,000 100 $ (9) $ (9) Entergy Power Transmission Argentina LDC 999 99.9 $ (4) $ (4) Entergy Power Argentina Transmission SRL 11,999 99.9 $ - $ - Entergy Power Services Poland Spolka z.o.o. (7) 1,000 100 $ - $ - Entergy Power Peak Downs, Ltd. * 1,000 100 $ 1 $ 1 Entergy Australia Generation Holdings, Ltd. 1,000 100 $ 921 $ 921 Entergy Australia Generation, Ltd. 1,000 100 $ 928 $ 928 Entergy Wandoan Coal Resources, Pty., Ltd. 1,000 100 $ 935 $ 935 Entergy Peak Downs Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Wandoan Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Tarong Coal Generation II Pty., Ltd. 1,000 100 $ - $ - Entergy Tarong Coal Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Power Espana, S.A. 60,120 100 $ 65 $ 65 Entergy Power BJE Holding, Ltd. 200 100 $ 2,753 $ 2,753 Bon Jardim Energetica, LTDA. 344,847 99.9 $ 2,303 $ 2,301 Entergy do Brazil LTDA 2,299,999 99.9 $ 58 $ 57 Entergy Power BJE, Ltd. 1,000 100 $ - $ - Bon Jardim Energetica, LTDA 3,483 .1 $ 2,303 $ 2 Entergy do Brazil LTDA 1 .1 $ 58 $ 1 Entergy Power Operations Pakistan, LDC (6) 10 5 $ 112 $ 5 Entergy Power Holding Espana SL (7) 63,126 100 $ 67 $ 67 Entergy Power Development Espana SL (7) 3,006 100 $ (35) $ (35) Entergy Power Projects Espana SL (7) 3,006 100 $ 3 $ 3 Entergy Power Holdings USA Corporation 1,000 100 $(1,301) $(1,301) Entergy Power RS Corporation 1,000 100 $(1,049) $(1,049)
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) RS Cogen LLC 50% Member 50 $ (643) $ (322) Interest Entergy Turbine Holding QF, LLC (7) 100% Member 100 $ - $ - Interest Entergy Turbine Holding Louisiana, LLC (7) 100% Member 100 $ - $ - Interest Entergy Power E & C Holdings, LLC (7) 100% Member 100 $2,000 $2,000 Interest Entergy Power E & C Corporation (7) 1,000 100 $2,000 $2,000 EntergyShaw, LLC (7) 50% Member 50 $ - $ - 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 2000, 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, 2000, Entergy Operations, Entergy Corporation, Entergy Gulf States, Entergy Louisiana and System Energy had total investments in the money pool in the amounts of $1,621,631, $47,355,154, $53,947,773, $52,728,380, and $357,475,194, respectively. Entergy Arkansas, Entergy Services, Entergy Mississippi, Entergy New Orleans and System Fuels had total borrowings in the money pool in the amounts of $30,719,235, $66,804,440, $33,254,921, $5,734,405, and $86,409,517, respectively. The unborrowed balance in the money pool amounted to $290,205,614 as of December 31, 2000, 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, 2000, 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 2000, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate power generation facilities in the United States: Entergy Power DeSoto County Ventures, Inc. (under Delaware law, on October 4, 2000); DeSoto County Generating Company, LLC (under Delaware law, on October 4, 2000); Clay County Power LLC (under Delaware law, on April 7, 2000); Entergy Power Clay County I Corporation (under Delaware law, on March 30, 2000); Entergy Power Clay County II Corporation (under Delaware law, on March 30, 2000); Entergy Power Franklin County I Corporation (under Delaware law, on August 15, 2000); Entergy Power Franklin County II Corporation (under Delaware law, on August 15, 2000); Entergy Power Greenville Generating Company I (under Delaware law, on October 4, 2000); Entergy Power Greenville Generation Company II (under Delaware law, on October 4, 2000); Entergy Power Jackson Generating Company I (under Delaware law, on May 17, 2000); Entergy Power Jackson Generating Company II (under Delaware law, on May 17, 2000); Entergy Power Operations Fairfield Corporation (under Delaware law, on February 3, 2000); Entergy Power Operations Freestone Corporation (under Texas law, on February 4, 2000); Entergy Power Warren Corporation I (under Delaware law, on February 4, 2000); Franklin County Power, LLC (under Delaware law, on August 29, 2000); Greenville Generating Company, LLC (under Delaware law, on October 4, 2000); Jackson Generating Company, LLC (under Delaware law, on May 17, 2000); Warren Power, LLC (under Mississippi law, on February 11, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company principally to own certain turbines: Crete Turbine Holdings, LLC (under Delaware law, on December 15, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to act as a holding company for membership interests in various permitted businesses: Entergy Power Holding Espana SL (under Spain law, on June 2, 2000); Latin America Holding I, Ltd. (under Cayman Islands law, on November 20, 2000); Latin America Holding II, Ltd. (under Cayman Islands law, on November 20, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop a natural gas fired electric power generation project: Entergy Power Crete Corporation (under Delaware law, on November 13, 2000); Crete Energy Venture, LLC (under Delaware law, on December 11, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to engage in power generation- related activities: Entergy Power Technologies Corporation (under Delaware law, on July 5, 2000); Entergy Power Ventures Corp I (under Delaware law, on August 9, 2000); Entergy Power Ventures Corp II (under Delaware law, on August 9, 2000); Entergy Power Ventures, L.P. (under Delaware law, on August 9, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to engage in energy trading and marketing: EWO Marketing Holding, Inc. (Delaware, on October 30, 2000); EWO GP, LLC (Delaware, on October 30, 2000) and EWO Marketing, L.P. (Delaware, on October 27, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate power generation facilities in foreign countries: Entergy Power Development Espana SL (under Spanish law, on July 5, 2000); Entergy Power Projects Espana SL (under Spanish law, on July 18, 2000); Entergy Power Projects Italia, S.R.L. (under Italian law, on June 22, 2000); Entergy Power Services Italia, S.R.L. (under Italian law, on June 22, 2000); Entergy Power Services Poland Spolka z.o.o. (under Polish law, on December 6, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary companies principally to provide engineering and construction services: EntergyShaw, L.L.C. (under Delaware law, on August 30, 2000); Entergy Power E & C Corporation (under Delaware law, on August 30, 2000); Entergy Power E & C Holdings, LLC (under Delaware law, on August 30, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company principally to operate and maintain electric power production facilities: Entergy Power Freestone O & M LP (under Texas law, on June 22, 2000). During 2000, Entergy Corporation organized 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 New York Investment Company III (Delaware, on October 24, 2000); Entergy Nuclear Holding Company #2 (Delaware, on October 24, 2000); Entergy Nuclear Holding Company #3 (Delaware, on October 24, 2000); Entergy Nuclear Indian Point 2, LLC (Delaware, on October 19, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop, acquire, and/or hold investments permitted under Rule 58: Entergy Power Gas Holdings Corporation (Delaware, on June 15, 2000); Entergy Power Gas Operations Corporation (Delaware on June 22, 2000); Entergy Turbine Holding QF, LLC (Delaware, on August 30, 2000); Entergy Turbine Holding Louisiana, LLC (Delaware, on March 24, 2000) and Entergy Solutions, Ltd. (Texas, on August 30, 2000). Also, during 2000, Entergy Corporation acquired through direct or indirect subsidiary companies Highland Energy Company (Texas on June 22, 2000) and TLG Services, Inc. (Connecticut on September 19, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop, acquire, and/or hold investments in exempt telecommunications companies (ETC) under the Act: Entergy Ventures Holding Company, Inc. (Delaware, on November 3, 2000); Entergy MHK Investments, LLC, (Delaware, on November 3, 2000; Entergy Commerce, Inc. (Delaware, on November 3, 2000) and Entergy MHK Retail LLC, an ETC (Delaware, on November 3, 2000); Entergy Procurement Exchange Holding Corporation (Delaware, on May 30, 2000). During 2000, Entergy Corporation organized the following direct subsidiary company to conduct development activities with respect to thermal energy investment opportunities permitted under Rule 58: Entergy Resources, Inc. (Delaware, on July 11, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to directly or indirectly (a) provide services to retail electric providers and others, including but not limited to services relating to the acquisition or sale of electric power, planning, scheduling or operating; (b) purchase and resell or broker electric power; and (c) to provide all services and products necessary, convenient, or incidental to carrying out any and all of the foregoing purposes: Entergy Retail Holding Company (Delaware, on August 23, 2000); Entergy Retail Texas, Inc. (Delaware, on August 23, 2000); Entergy Retail Louisiana LLC-A (Delaware, on August 23, 2000); Entergy Retail Louisiana LLC-B (Delaware, on August 23, 2000); Entergy Retail Louisiana Management Services LLC-A (Louisiana, on August 23, 2000); Entergy Solutions Ltd. (formerly Entergy Retail Texas Limited Partnership A) (Texas on August 30, 2000), which changed its name to Entergy Solutions Ltd. on December 18, 2000; Entergy Solutions Supply Ltd., (formerly Entergy Retail Texas LP-B) (Texas, on August 30, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to support Entergy's investments in certain nuclear facilities: Entergy Nuclear Operations, Inc. (Delaware, on May 10, 2000): Entergy Nuclear Fuels Company (Delaware, on September 11, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company to acquire, finance and/or hold investments in affiliate companies: Entergy Global Investments, Inc. (Arkansas, on March 21, 2000). ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
Company Description of Utility Assets Sold Name of Purchaser Consideration Entergy Arkansas, Inc. Sale of Facilities (Shady Grove substation) City of West Memphis $ 38,476 Entergy Arkansas, Inc. Sale of Facilities Conway Corporation 197,207 Entergy Arkansas, Inc. Sale of Facilities Conway Corporation 62,420 Entergy Gulf States, Inc. Sale of Facilities (Highway 90, Ames, Texas) Cameron Cooper Tool Co. 34,500 Entergy Gulf States, Inc. Sale of Bunch Gully Substation Chevron Company, LLC 4,692,961 Entergy Arkansas, Inc. Sale of Facilities (Hwy 64, Parkin, AR) Riceland Foods, Inc. 32,524 Entergy Louisiana, Inc. Voltage regulator, 13.8KV, 1,250 KVA Entergy Mississippi 67,044 Entergy Arkansas, Inc. Voltage Regulator 13.8 KV, 1250 KVA Entergy Louisiana, Inc. 19,784 Entergy Mississippi Voltage regulator 13.8KV, 2.5/3.33 MVA Entergy Louisiana, Inc. 171,476 Entergy Louisiana, Inc. Auto Transformer 34.5-13.8 KV, 6.4/8 MVA Entergy Arkansas, Inc. 64,567 Entergy Gulf States, Inc. Transformer 67-13.8 KV, 7.5-9.375/10.5 MVA Entergy Arkansas, Inc. 272,769 Entergy Gulf States, Inc. Transformers and other distribution assets City of Gueydan, Louisiana 127,000
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES In March 2000, Entergy Arkansas issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $100,000,000, 7.72% Series, due March 1, 2003. In July 2000, Entergy New Orleans issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $30,000,000, 8.125% Series, due July 15, 2005. In November 2000, Entergy Nuclear Holding Company #1 issued and sold, pursuant to the exemption provisions of Rule 52, 1,000 shares of its common stock to Entergy Global Investments, Inc. for a purchase price of $50,000,000. In July 2000, Entergy Power Development Corporation issued and sold, pursuant to the exemption provisions of Section 33, 10,959 shares of its common stock to Entergy Global Investments, Inc. for a purchase price of $47,147,000. In December, 2000, Entergy Power Generation Corporation issued and sold, pursuant to the exemption provisions of Rule 52, 33 shares of its Class B non-voting common stock to Entergy Global Investments, Inc. for a purchase price of $33,000,000. As of December 31, 2000, Entergy UK Enterprises Ltd. had promissory notes outstanding due from Entergy Global Investments, Inc. in the amount of $929,512,000 with the highest balance of $941,000,000 being on May 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had an outstanding promissory note due from Entergy Power Development Corporation in the amount of $67,547,799 with the highest balance of $67,547,799 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 9.41%. This promissory note was issued pursuant to the exemption provisions of Section 33 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had a second outstanding promissory note due from Entergy Power Development Corporation in the amount of $123,206,252 with the highest balance of $123,206,252 being on December 15, 2000. The effective interest rate as of December 31, 2000 was 7.53%. This promissory note was issued pursuant to the exemption provisions of Section 33 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy International Ltd. with the highest balance of $402,000,000 being on September 21, 2000. The effective interest rate was 9.41%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 33 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear Holding Company #1 with the highest balance of $67,000,000 being on September 15, 2000. The effective interest rate was 9.28%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear FitzPatrick, LLC in the amount of $3,000,000 with the highest balance of $3,000,000 being on October 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear Indian Point 3, LLC in the amount of $3,000,000 with the highest balance of $3,000,000 being on October 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear New York Investment Company I in the amount of $289,086,500 with the highest balance of $289,086,500 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 11.78%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear New York Investment Company II in the amount of $289,086,500 with the highest balance of $289,086,500 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 11.78%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Power Generation Corporation in the amount of $23,000,000 with the highest balance of $23,000,000 being on October 31, 2000. The effective interest rate was 9.41%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. During 2000, Entergy Power Marketing Corporation had outstanding promissory notes due from Entergy International Holding Limited, LLC in the amount of $26,000,000 with the highest balance of $26,000,000 being on September 15, 2000. The effective interest rate was 7.4%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Rule 52. During 2000, Entergy Power, Inc. had outstanding promissory notes due from Entergy International Holding Limited, LLC in the amount of $32,000,000 with the highest balance of $32,000,000 being on September 15, 2000. The interest rate was 7.40%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 33. In November 2000, Entergy MHK Retail LLC issued a 100% member interest to Entergy Commerce, Inc. for a contribution of $1,000. This transaction was exempt pursuant to Section 34. In the second quarter of 2000, Entergy Power Gas Holdings Corporation, an energy-related company, issued 4,999,000 shares of common stock to Entergy Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the second quarter of 2000, Entergy Power Gas Operations Corporation, an energy-related company, issued 4,999,000 shares of common stock to Entergy Power Gas Holdings Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the second quarter of 2000, Highland Energy Company, an energy- related company, issued 4,999,000 shares of common stock to Entergy Power Gas Operations Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, TLG Services, Inc., an energy- related company, issued 4,999,000 shares of common stock to Entergy Nuclear, Inc. for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, Entergy Retail Texas Limited Partnership A, an energy-related company which changed its name to Entergy Solutions Ltd. on December 18, 2000, issued a 1% limited partnership interest to Entergy Retail Texas, Inc for a total consideration of $10,010. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, Entergy Retail Texas Limited Partnership A, an energy-related company which changed its name to Entergy Solutions Ltd. on December 18, 2000, issued a 99% limited partnership interest to Entergy Retail Holding Company for a total consideration of $990,990. This transaction was exempt pursuant to Rule 58. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 2000 Name of Number of Company Shares or Holding Name of Acquiring, Principal Company Act Issuer Redeeming Amount Exemption or and Security or Retiring Acquired Redeemed Retired Consideration Release Number Securities ENTERGY CORPORATION Common Stock ENTERGY CORPORATION - 20,916,900 - $550,211,653 Reg. 250.42 ENTERGY ARKANSAS Long-Term Debt* ENTERGY ARKANSAS - - $ 220,000 $ 220,000 See Exhibit F ENTERGY GULF STATES Preferred Stock* ENTERGY GULF STATES - 6,076,585 - $157,658,367 See Exhibit F ENTERGY LOUISIANA Long-Term Debt* ENTERGY LOUISIANA - - $100,000,000 $100,000,000 See Exhibit F ENTERGY MISSISSIPPI Preferred Stock* ENTERGY MISSISSIPPI - 1 - $ 100 See Exhibit F SYSTEM ENERGY Long-Term Debt* SYSTEM ENERGY - - $ 77,947,272 $ 77,947,272 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 ECDI A business development and finance $ 5,000,000 organization serving poverty-stricken areas in western Mississippi, eastern Arkansas, and northeastern Louisiana Entergy New Loans in support of a local theme park 2,000,000 Orleans Entergy Louisiana Loans in support of a local theme park 2,000,000
(2) Other Investments Number of % of Name of Issuer and a Description Shares Voting Carrying Name of Owner of the Issuer's Business Security Owned Power Value to Owned Owner 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 10,527,014 (Owner of a 2,100 MW fossil-fuel steam interest electric generating facility located in Buenos Aires, Argentina) Central Costanera S.A. Central Termoelectric Buenos Aires, S.A. Capital stock 3,301,378 7.80 3,673,508 (Owner of a 220 MW combined-cycle gas turbine interest located at the Central Costanera Power Plant in Buenos Aires, Argentina) Entergy Pakistan, Ltd. Hub Power Company, Ltd. Capital stock 55,671,721 4.80 14,729,993 (Owner of a 4-unit, 1,292 MW oil-fired steam interest electric generating facility located near Karachi, Pakistan at the mouth of the Hub River) Entergy Enterprises, First Pacific Networks, Inc. Common Stock, 1,715,235 7.9 - Inc. (A communications company that was developing (.001 Par) jointly with Entergy utility applications of patented communication technology) Entergy Australia DB United Energy Limited (An electric Common Stock 1,000 - 1A Pty Limited distribution utility serving customers in the 1,929 State of Victoria, Australia) Entergy UK National Grid Group PLC (A holding company American 100 - 3,555 Enterprises Limited whose primary subsidiary is the sole Depositary independent transmission company for England Receipts and Wales) Entergy MHK MyHomeKey.com, Inc. (Engaged in the business Series D 1,197,263 5.17 10,500,000 Investments LLC of owning/operating an internet portal, preferred bringing together buyers and sellers of home stock products and services, including electricity and gas) Entergy Procurement Pantellos Corporation (An exempt Common Stock 450,783 4.9 4,439,000 Exchange Holding telecommunications company) ($0.01 Par) Corporation
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 Holdings, Inc. EPE&C = Entergy Power E&C Corporation
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI 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 350 Pine Street Beaumont, TX 77701 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 C. Gary Clary SVP SVP SVP SVP SVP SVP 639 Loyola Avenue New Orleans, LA 70113 Elaine E. Coleman VP 1600 Perdido Street New Orleans, LA 70112 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, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Robert L. Cushman VP 10055 Grogan's Mill Road Suite 150 The Woodlands, TX 77380 George W. Davis D 136 Fishers Shore Road Columbia, SC 29223 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Leo P. Denault VP 639 Loyola Avenue New Orleans, LA 70113 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 PFOT PFOT PFOT PFOT PFOT PFOT 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 Randall W. Helmick VP VP VP 446 N. Boulevard Baton Rouge, LA 70802 Joseph T. Henderson VP VP VP VP VP VP VP 10200 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Suite 500 The Woodlands, TX 77380 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 GP GP GP GP GP GP 639 Loyola Avenue D D D D D D New Orleans, LA 70113
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C 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 VP VP VP VP VP VP VP VP 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 Phillip R. May VP 639 Loyola Avenue New Orleans, LA 70113 J. Parker McCollough VP 919 Congress Avenue Suite 740 Austin, TX 78701 Hugh T. McDonald P 425 W. Capitol Avenue CEO Little Rock, AR 72201 COB Thomas F. McLarty, III (a) D 425 W. Capitol Avenue Suite 3810 Little Rock, AR 72201 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 Nancy C. Morovich VP 639 Loyola Avenue New Orleans, LA 70113 Kathleen A. Murphy D One International Place Boston, MA 02110
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Paul W. Murrill D 206 Sunset Blvd. Baton Rouge, LA 70808 James J. Mutch VP 350 Pine Street Beaumont, TX 77701 James M. Neikirk VP 639 Loyola Avenue CPO 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 134 Bayou Road Greenville, MS 38701 James T. Pickens VP 425 W. Capitol Little Rock, AR 72201 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 SVP P P 639 Loyola Avenue CEO New Orleans, LA 70113 D Wm. Clifford Smith D P.O. Box 2266 Houma, LA 70361 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 4809 Jefferson Highway Jefferson, LA 70121 O. H. "Bud" Storey, III VP D 425 W. Capitol DGC Little Rock, AR 72201 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S S S S S CLO New Orleans, LA 70113 GC GC GC GC GC GC GC
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Horace S. Webb SVP SVP 639 Loyola Avenue New Orleans, LA 70113 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 (a) Mr. Thomas F. McLarty resigned effective March 12, 2001. COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President CIO = Chief Information Officer SVP = Senior Vice President CNO = Chief Nuclear Officer EVP = Executive Vice President CPO = Chief Procurement Officer VP = Vice President CRO = Chief Risk Officer D = Director T = Treasurer GTC = General Tax Counsel S = Secretary DGC = Deputy General Counsel GC = General Counsel GP = Group President CLO = Chief Legal Officer GA = General Auditor PFOT = President Fossil, Operations & Transmission
SERI = System Entergy 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, 2000 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC Craig G. Anderson VP 1448 S. R. 333 Russellville, AR 72802 Christopher J. Bernard GC 10055 Grogan's Mill Road The Woodlands, TX 77380 Joseph L. Blount S S VP 1340 Echelon Parkway S Jackson, MS 39213 William R. Campbell VP 1448 S. R. 333 Russellville, AR 72802 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers P 10055 Grogan's Mill Road CEO Suite 500 D The Woodlands, TX 77380 C. Gary Clary SVP 639 Loyola Avenue New Orleans, LA 70113 Deborah S. Dudenhefer M M 639 Loyola Avenue New Orleans, LA 70113 Charles M. Dugger VP 17265 River Road Killona, LA 70066 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 Dale K. Furrow VP 10055 Grogan's Mill Road CFO The Woodlands, TX 77380 Patricia A. Galbraith M M 639 Loyola Avenue New Orleans, LA 70113 Janice C. George VP 639 Isbell Road Reno, Nevada 89509 Joseph T. Henderson VP VP VP VP VP M M VP VP 10200 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Suite 500 The Woodlands, TX 77380
As of December 31, 2000 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 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 VP VP VP M M VP VP 639 Loyola Avenue CAO CAO CAO CAO CAO New Orleans, LA 70113 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 New Orleans, LA 70113 D Geoffrey D. Roberts P 10055 Grogan's Mill Road CEO The Woodlands, TX 77380 D Christopher T. Screen M 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 SVP SVP VP M M SVP SVP 639 Loyola Avenue D S S S S New Orleans, LA 70113 S F. W. Titus VP 1340 Echelon Parkway Jackson, MS 39213 Paul J. Wielgus VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder EVP EVP D EVP D M 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
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 EPMC = Entergy Power Marketing Corp. As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC Robert M. Bellamy VP 600 Rocky Hill Road Duxburg, MA 02331 Christopher J. Bernard GC 10055 Grogan's Mill Road The Woodlands, TX 77380 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers SVP SVP SVP 10055 Grogan's Mill Road CDO CDO The Woodlands, TX 77380 Robert J. Cushman VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 F. Mitchell Davidson VP 200 E. Greenway Plaza Houston, TX 77046 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Cynthia A. Dyer VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Hamid Fatemi VP VP Equitable House 47 King William Street London, UK EC3V9DH Dale K. Furrow VP CRO 10055 Grogan's Mill Road VP The Woodlands, TX 77380 Frank F. Gallaher COB 639 Loyola Avenue CEO New Orleans, LA 70113 P Turgay Gurun VP VP Entergy Wholesale Operations 47 King William Street London, EC4R 9JD Joseph T. Henderson VP VP VP VP VP VP D 10200 Grogan's Mill Road, GTC GTC GTC GTC GTC GTC The Woodlands, TX 77380 Donald C. Hintz D D D D D D 639 Loyola Avenue New Orleans, LA 70113
As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC 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 10055 Grogan's Mill Road The Woodlands, TX 77380 Michael R. Kansler SVP P. O. Box 5029 COO White Plains, NY 10010 Danny R. Keuter VP 1340 Echelon Parkway Jackson, MS 39213 Nathan E. Langston VP 639 Loyola Avenue CAO New Orleans, LA 70113 J. Wayne Leonard P 639 Loyola Avenue COB New Orleans, LA 70113 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 10055 Grogan's Mill Road The Woodlands, TX 77380 Robert J. Moore VP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Uday Narang VP 47 King William Street London EC4R 9JD James M. Neikirk P 639 Loyola Avenue New Orleans, LA 70113 Frederick F. Nugent VP VP VP VP 10055 Grogan's Mill Road GC GC The Woodlands, TX 77380 Danny L. Pace VP 440 Hamilton Street White Plains, NY 10601 Geoffrey D. Roberts P P P P 10055 Grogan's Mill Road CEO D D D The Woodlands, TX 77380 D Eric E. Silagy VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Theodore A. Sullivan VP NPP 268 Lake Road Lycoming, NY 13093 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S S S S S New Orleans, LA 70113 GC D D
As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC Paul J. Wielgus SVP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder D EVP D EVP EVP EVP D D 639 Loyola Avenue CFO CFO D CFO New Orleans, LA 70113 D D D J. Bradley Williams SVP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 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
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 EPIHC = Entergy Power International Holdings Corporation As of December 31, 2000 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 EPIHC Douglas Castleberry VP 425 W. Capitol Little Rock, AR 72201 Michael P. Childers VP P P 10055 Grogan's Mill Road D D The Woodlands, TX 77380 Robert J. Cushman VP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Cynthia A. Dyer VP 10055 Grogan's Mill Road D The Woodlands, TX 77380 Dave C. Harlan P CFO 639 Loyola Avenue CEO VP New Orleans, LA 70113 D T D Joseph T. Henderson VP VP VP VP VP VP VP VP 10200 Grogan's Mill Road, GTC GTC GTC GTC GTC GTC GTC The Woodlands, TX 77380 Donald C. Hintz COB D D 639 Loyola Avenue New Orleans, LA 70113 Francis B. Jacobs, II VP 300 Delaware Avenue S Suite 900 Wilmington, DE 19801 Michael R. Kansler P P. O. Box 5029 CEO White Plains, NY 10010 Nathan E. Langston VP VP VP VP 639 Loyola Avenue 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 639 Loyola Avenue T T T T T T T New Orleans, LA 70113 Robert A. Malone VP 10055 Grogan's Mill Road The Woodlands, TX 77380
As of December 31, 2000 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 EPIHC Frederick F. Nugent VP VP VP 10055 Grogan's Mill Road S The Woodlands, TX 77380 D Denise R. Redmann S 639 Loyola Avenue New Orleans, LA 70113 Geoffrey D. Roberts P 10055 Grogan's Mill Road D The Woodlands, TX 77380 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S CLO S S S New Orleans, LA 70113 D D Horace S. Webb D 639 Loyola Avenue New Orleans, LA 70113 Paul J. Wielgus VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder EVP CFO P SVP CFO CFO EVP 639 Loyola Avenue D P CFO D EVP EVP D New Orleans, LA 70113 D D D Jerry W. Yelverton P P 1340 Echelon Parkway CEO COB Jackson, MS 39213 D CEO COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President GC = General Counsel SVP = Senior Vice President GTC = General Tax Council VP = Vice President S = Secretary T = Treasurer D = Director CLO = Chief Legal Officer
ITEM 6. Part II - Financial Connections As of December 31, 2000 Name and Location Position Applicable Name of Officer of Held in Financial Exemption or Director Financial Institution Institution Rule (1) (2) (3) (4) W. Frank Blount First Union National Bank Director 70(b) Atlanta, Georgia Norman C. Francis Liberty Bank and Trust Director 70(a) New Orleans, LA The Equitable Life Assurance Society Director 70(b) New York, NY Linda A. DeLaney First Union National Bank Sr. Vice President * Wilmington, DE
* Effective April 25, 2001 Linda A. DeLaney resigned any positions she held as a Director of Entergy subsidiaries 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, 2000 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 Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Enterprises, Inc., Entergy Retail Holdings, Inc., Entergy Ventures Holding Company, Inc., Entergy Resources, Inc., Entergy Operations Services, Inc., Entergy Power Gas Holdings Corporation, Entergy Procurement Exchange Holding Corporation, Entergy Power Generation Corp., Entergy Power, Inc., Entergy Power Marketing Corp., Entergy Holdings Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Holding Company, Entergy Technology Holding Company, Entergy International Holdings Ltd., LLC, Entergy Global Power Operations Corporation, Entergy Power Development Corporation, Entergy Power Holdings USA Corporation, Entergy Power E&C Corporation, Entergy Power International Holdings Corporation, Varibus LLC, Prudential Oil and Gas, LLC, Southern Gulf Railway Company, and GSG&T, Inc. (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned during the year 2000. 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 2000 $306,442 $588,316 $39,375 $772,500 (c)(d) 0 shares $197,257 $ 0 E. Renae Conley 2000 $282,642 $280,000 $41,573 (c) 20,000 shares $181,109 $8,559 1999 215,000 344,934 29,662 $84,188 (c)(d) 7,500 0 7,747 Frederick M. Davidson 2000 $235,962 $1,806,600 $ 0 $643,750 (c)(d) 0 shares $ 0 $6,162 1999 210,000 $200,600 15,475 (c) 0 0 34,161 1998 168,077 50,000 0 (c) 0 0 0 Joseph F. Domino 2000 $235,358 $180,732 $51,399 (c) 20,000 shares $142,314 $7,084 1999 223,569 200,210 7,072 (c) 13,487 0 6,838 1998 164,011 39,492 4,558 (c) 0 0 5,409 Frank F. Gallaher 2000 $416,390 $504,642 $127,484 (c) 34,500 shares $328,084 $13,910 1999 401,161 303,855 38,496 (c) 39,500 0 13,545 1998 382,829 280,747 89,137 (c) 2,500 0 12,396 David C. Harlan 2000 $198,673 $185,375 $35,806 (c) 20,000 shares $196,929 $4,736 1999 188,279 114,600 30,064 (c) 16,750 0 4,800 1998 173,421 108,358 39,726 (c) 1,250 0 4,800 Joseph T. Henderson 2000 $285,596 $303,975 $61,818 $220,656 (c)(d) 22,200 shares $172,773 $14,419 1999 222,115 201,100 36,004 (c) 7,500 0 21,983 Donald C. Hintz 2000 $570,096 $743,000 $104,399 (c) 175,000 shares $1,181,837 $26,516 1999 535,713 495,000 76,188 (c) 272,000 0 22,156 1998 423,379 310,571 28,508 (c) 2,500 0 14,236
Long-Term Compensation Annual Awards Payouts Compensa tion Other Restricted Securities (a) (b) All Annual Stock Underlying LTIP Other Name Year Salary Bonus Comp. Awards Options Payouts Comp. Jerry D. Jackson (e) 2000 $458,223 $554,214 $58,758 (c) 58,500 shares $1,181,575 $15,162 1999 442,809 403,554 39,670 (c) 94,000 0 15,497 1998 408,456 348,156 59,630 (c) 2,500 0 13,849 Michael R. Kansler 2000 $240,885 $424,283 $66,983 $189,375 (c)(d) 35,000 shares $147,894 $47,272 1999 212,708 109,392 13,674 (c) 8,688 0 3,195 1998 44,808 51,491 4,420 (c) 0 0 5,993 James F. Kenney 2000 $208,921 $211,932 $22,433 (c) 15,500 shares $196,929 $6,241 1999 200,947 105,035 26,259 (c) 14,250 0 6,089 1998 189,725 112,948 40,766 (c) 1,250 0 4,863 J. Wayne Leonard 2000 $836,538 $1,190,000 $11,646 (c) 330,600 shares $2,410,413 $ 0 1999 771,938 840,000 2,570 (c) 255,000 0 0 1998 412,843 1,145,416 65,787 $796,860 (c)(d) 0 0 18,125 Hugh T. McDonald 2000 $209,400 $165,000 $53,808 (c) 34,600 shares $172,773 $54,878 1999 181,704 176,267 438 (c) 14,700 0 5,429 1998 131,880 47,788 0 (c) 0 0 0 Steven C. McNeal 2000 $182,333 $129,223 $ 0 (c) 15,000 shares $ 0 $4,606 1999 171,077 78,100 0 (c) 5,925 0 4,800 1998 154,721 94,400 4,432 (c) 0 0 5,145 Uday Narang 2000 $320,911 $1,375,518 $ 0 $412,000 (c)(d) 0 shares $ 0 $5,323 1999 138,462 118,088 0 $192,000 (c)(d) 0 0 0 James M. Neikirk 2000 $232,637 $120,000 $17,645 (c) 18,500 shares $196,995 $8,643 1999 225,000 220,308 32,492 (c) 5,000 0 23,808 Daniel F. Packer 2000 $219,432 $167,382 $16,433 (c) 20,000 shares $196,929 $6,658 1999 211,055 127,920 10,517 (c) 16,750 0 6,583 1998 170,326 123,513 54,208(f) (c) 0 0 4,018 Geoffrey D. Roberts 2000 $439,889 $913,411 $6,200 (c) 58,500 shares $641,184 9,663 1999 351,442 682,500 0 $1,122,480(c)(d) 180,000 0 0 Carolyn C. Shanks 2000 $231,193 $182,530 $2,594 (c) 20,000 shares $104,241 $4,858 1999 208,931 133,950 2,549 (c) 11,050 0 4,800 1998 144,798 41,394 3,901 (c) 0 0 4,340 Richard J. Smith 2000 $298,308 $363,323 $35,316 (c) 50,000 shares $263,032 $50,640 1999 89,904 404,624 3,053 $149,688 (c)(d) 25,000 0 4,065 Michael G. Thompson 2000 $349,691 $433,305 $49,668 (c) 40,000 shares $590,787 $11,294 1999 336,378 254,910 53,407 (c) 28,700 0 11,280 1998 309,958 283,935 25,200 $60,874 (c)(d) 2,500 0 10,091 C. John Wilder 2000 $468,392 $619,370 $148,540 (c) 87,700 shares $953,006 $13,919 1999 445,191 406,693 119,878 (c) 52,500 0 20,035 1998 201,413 513,106 7,255 $758,560 (c)(d) 0 0 3,300 Thomas J. Wright (e) 2000 $298,180 $343,883 $186,470(f) (c) 35,000 shares $196,929 $32,921 1999 263,120 225,458 159,653(f) (c) 18,999 0 32,356 1998 234,361 757,045(g) 519,610(f) (c) 0 0 20,833 Jerry W. Yelverton 2000 $408,846 $510,000 $4,197 $201,875 (c)(d) 58,900 shares $503,482 $12,732 1999 363,997 328,500 8,036 (c) 49,400 0 11,286 1998 282,410 184,959 22,068 (c) 1,250 0 8,886
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) 2000 share) (a) Date 5% 10% E. Renae Conley 20,000 0.3% $23.00 1/27/10 $289,292 $ 733,122 Joseph F. Domino 20,000 0.3% 23.00 1/27/10 289,292 733,122 Frank F. Gallaher 34,500 0.5% 23.00 1/27/10 499,028 1,264,635 David C. Harlan 20,000 0.3% 23.00 1/27/10 289,292 733,122 Joseph T. Henderson 22,200 0.3% 23.00 1/27/10 321,114 813,765 Donald C. Hintz 175,000 2.4% 23.00 1/27/10 2,531,301 6,414,813 Jerry D. Jackson 58,500 0.8% 23.00 1/27/10 846,178 2,144,380 Michael R. Kansler 35,000 0.5% 23.00 1/27/10 506,260 1,282,963 James F. Kenney 15,500 0.2% 23.00 1/27/10 224,201 568,169 J. Wayne Leonard 330,600 4.6% 23.00 1/27/10 4,781,989 12,118,499 Hugh T. McDonald 34,600 0.5% 23.00 1/27/10 500,474 1,268,300 Steven C. McNeal 15,000 0.2% 23.00 1/27/10 216,969 549,841 James M. Neikirk 18,500 0.3% 23.00 1/27/10 267,595 678,137 Daniel F. Packer 20,000 0.3% 23.00 1/27/10 289,292 733,122 Geoffrey D. Roberts 58,500 0.8% 23.00 1/27/10 846,178 2,144,380 Carolyn C. Shanks 20,000 0.3% 23.00 1/27/10 289,292 733,122 Richard J. Smith 50,000 0.7% 23.00 1/27/10 723,229 1,832,804 Michael G. Thompson 40,000 0.6% 23.00 1/27/10 578,583 1,466,243 C. John Wilder 87,700 1.2% 23.00 1/27/10 1,268,543 3,214,738 Thomas J. Wright 35,000 0.5% 23.00 1/27/10 506,260 1,282,963 Jerry W. Yelverton 58,900 0.8% 23.00 1/27/10 851,964 2,159,043
(a) Options were granted on January 27, 2000, 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 27, 2000. These options will vest incrementally over a three-year period beginning in 2001. (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 2000 and December 31, 2000 Option Values The following table summarizes the number and value of options exercised during 2000, 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, 2000 as of December 31, 2000(b) Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable E. Renae Conley - $ - 2,500 25,000 $35,625 $457,500 Joseph F. Domino - - 5,995 28,992 83,844 497,526 Frank F. Gallaher 34,000 566,563 24,166 60,834 309,054 992,165 David C. Harlan 5,583 63,152 5,750 31,167 94,266 524,442 Joseph T. Henderson - - 2,500 27,200 33,594 495,925 Donald C. Hintz - - 119,000 383,000 1,676,688 5,873,688 Jerry D. Jackson 71,525 960,091 11,719 121,167 68,780 1,905,285 Michael R. Kansler 2,895 11,761 - 40,793 - 747,626 James F. Kenney 2,500 18,250 13,500 25,000 161,047 416,906 J. Wayne Leonard - - 85,000 500,600 1,051,875 8,488,463 Hugh T. McDonald - - 4,899 44,401 68,749 805,751 Steven C. McNeal - - 3,475 18,950 52,659 338,569 James M. Neikirk - - 1,666 21,834 20,617 398,540 Daniel F. Packer - - 5,583 31,167 69,090 524,442 Geoffrey D. Roberts - - 47,500 191,000 676,875 3,017,906 Carolyn C. Shanks 3,683 44,196 - 27,367 - 477,417 Richard J. Smith - - 8,333 66,667 103,121 1,171,879 Michael G. Thompson - - 29,566 59,134 375,879 1,009,283 C. John Wilder - - 17,500 122,700 216,563 2,126,831 Thomas J. Wright - - 6,332 47,667 78,359 832,692 Jerry W. Yelverton - - 24,716 91,834 330,376 1,545,065
(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, 2000, and the option exercise price. Long-Term Incentive Plan Awards in 2000 The following Table summarizes the awards of restricted units (equivalent to shares of Entergy Corporation common stock) granted under the Equity Ownership Plan in 2000 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 1/1/00-12/31/02 3,000 5,900 8,800 E. Renae Conley 6,700 1/1/00-12/31/02 2,300 4,517 6,700 Joseph F. Domino 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Frank F. Gallaher 11,800 1/1/00-12/31/02 4,000 7,917 11,800 David C. Harlan 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Joseph T. Henderson 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Donald C. Hintz 28,500 1/1/00-12/31/02 9,500 19,000 28,500 Jerry D. Jackson 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Michael R. Kansler 7,300 1/1/00-12/31/02 2,500 4,919 7,300 James F. Kenney 3,100 1/1/00-12/31/02 1,100 2,100 3,100 J. Wayne Leonard 48,000 1/1/00-12/31/02 16,000 32,000 48,000 Hugh T. McDonald 3,700 1/1/00-12/31/02 1,300 2,503 3,700 Steven C. McNeal 2,100 1/1/00-12/31/02 800 1,458 2,100 James M. Neikirk 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Daniel F. Packer 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Geoffrey D. Roberts 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Carolyn C. Shanks 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Richard J. Smith 7,500 1/1/00-12/31/02 2,500 5,000 7,500 Michael G. Thompson 7,500 1/1/00-12/31/02 2,500 5,000 7,500 C. John Wilder 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Thomas J. Wright 7,500 1/1/00-12/31/02 2,500 5,000 7,500 Jerry W. Yelverton 12,700 1/1/00-12/31/02 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, 2000, 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, 2000, for the following Named Executive Officers is as follows: Ms. Conley 1; Mr. Davidson 3; Mr. Domino 30; Mr. Gallaher 31; Mr. Harlan 18; Mr. Henderson 1; Mr. Jackson 21; Mr. Leonard 2; Mr. McDonald 18; Mr. McNeal 18; Mr. Narang 1; Mr. Neikirk 2; Mr. Packer 18; Mr. Roberts 1; Ms. Shanks 17; Mr. Wright 31; and Mr. Yelverton 21. The credited years of service under the Retirement Income Plan, as of December 31, 2000 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Mr. Childers 10, Mr. Hintz 29, Mr. Kansler 21, Mr. Kenney 22, Mr. Smith 24, Mr. Thompson 24, and Mr. Wilder 17. 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, Mr. Jackson, and Mr. Wright 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, Mr. Davidson, Mr. Leonard, and Mr. Narang). 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 most of the Named Executive Officers disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". The credited years of service under this plan are identical to the years of service for Named Executive Officers (other than Mr. Jackson, Mr. Kansler, Mr. Kenney, Mr. Smith, Mr. Thompson, and Mr. Yelverton) disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". Mr. Jackson, Mr. Kansler, Mr. Kenney, Mr. Smith, Mr. Thompson, and Mr. Yelverton have 27 years, 2 years, 10 years, 1 year, 19 years, and 31 years, respectively, of credited service under this plan. 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. 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. Mr. Luft is paid $200,000 annually to serve as Chairman of the Board. In January 2001, the non- employee Directors were granted 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. All non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board up to a maximum of ten years. 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. The remaining Entergy companies currently have no non-employee directors, and none of the 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. For those directors who retired prior to the retirement age, their benefits are reduced. 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 2000, the value of such transportation services provided by Entergy Corporation to all directors was approximately $11,790. 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 his 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 (in limited circumstances, maximum annual 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. Additionally, the Board of Directors has approved a grant to Mr. Leonard of 200,000 restricted stock units pursuant to Entergy's Equity Ownership Plan. 50,000 of the restricted stock units (without dividends) will vest on each of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004. In addition, the restricted stock units will vest upon the termination of Mr. Leonard's employment by Entergy without "cause" or by Mr. Leonard for "good reason" (as defined in the retention agreement between Mr. Leonard and Entergy). 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 termination of employment (a) by him for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, or by reason of his death or disability, in each case while a Merger is pending but prior to completion of a Merger, or (b) for any reason following completion of a Merger: 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 Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o he may elect to receive either a lump sum supplemental retirement benefit equal to (a) $4.3 million 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; and o all of his stock options will become fully vested and will remain outstanding for their full ten-year term. Retention Agreement with Mr. Wilder - The retention agreement with Mr. Wilder provides that 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 while a Merger is pending, (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 completion of a Merger: o Entergy will pay to him 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 Entergy will pay to him 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 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; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. If Mr. Wilder terminates his employment for any reason prior to the completion of a Merger, Entergy will pay to him a lump sum cash severance payment equal to three times the sum of the his base salary and target annual incentive award and a "gross-up" payment in respect of any excise taxes he might incur. Retention Agreement with Mr. Thompson - This retention agreement with Mr. Thompson provides that upon termination of employment (a) by him for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, or by reason of his death or disability, in each case while a Merger is pending but prior to completion of a Merger, or (b) for any reason following completion of a Merger: 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 Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o he may elect to receive either a lump sum supplemental retirement benefit equal to (a) $2.9 million or (b) the benefit that he would have earned under the terms of Entergy's System Executive Retirement Plan applicable to individuals who became participants on or after March 25, 1998; and o all of his stock options will become fully vested and will remain outstanding for their full ten-year term. Except in the case of a termination by reason of death or disability, Mr. Thompson will be, for purposes of all benefit plans and arrangements, an active employee until the date on which he is eligible for early retirement, which is December 31, 2001, under Entergy's qualified retirement plan, with such employee status to be in substantially the same terms and conditions as in effect immediately preceding the date of termination. System Executive Continuity Plan - Ms. Conley, Mr. Childers, Mr. Domino, Mr. Harlan, Mr. Henderson, Mr. Kansler, Mr. Kenney, Mr. McDonald, Mr. Neikirk, Mr. Packer, Mr. Roberts, Ms. Shanks, and Mr. Smith 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 that a participant's employment is involuntarily terminated without "cause" or if the participant terminates for "good reason" during the "change in control period" (as such terms are defined, respectively, in the Continuity Plan), the participant will be entitled to: o a cash severance payment equal to either three times (Roberts), two times (Conley, Childers, Kansler, and Smith) or one times (Domino, Harlan, Henderson, Kenney, McDonald, Neikirk, Shanks, and Packer) the participant's Base Annual Salary and Target Award (as such terms are defined, respectively, in the Continuity Plan); o continued medical and dental insurance coverage (subject to offset for any similar coverage provided by the participant's new employer); o immediate payment 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 Plan are subject to post-employment restrictive covenants, including a noncompetition provision. Employee Retention Bonus Plan - Ms. Conley, Mr. Domino, Mr. McDonald, Ms. Shanks, Mr. Packer, Mr. Harlan, Mr. Henderson, Mr. McNeal, Mr. Kansler and Mr. Kenney are participants in the Employee Retention Bonus Plan of Entergy and its Subsidiaries. Under the Plan, as a result of the termination of the merger between Entergy and FPL Group, each of these individuals, except Mr. Kansler and Mr. Kenney, will receive 50% of his or her annual base salary. Mr. Kansler and Mr. Kenney will receive, respectively, 37.5% and 25%. Item 6. Part III (b) - Security Ownership of Certain Beneficial Owners and Management The directors, the Names 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 Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Enterprises, Inc., Entergy Retail Holdings, Inc., Entergy Ventures Holding Company, Inc., Entergy Resources, Inc., Entergy Operations Services, Inc., Entergy Power Gas Holdings Corporation, Entergy Procurement Exchange Holding Corporation, Entergy Power Generation Corp., Entergy Power, Inc., Entergy Power Marketing Corp., Entergy Holdings Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Holding Company, Entergy Technology Holding Company, Entergy International Holdings Ltd., LLC, Entergy Global Power Operations Corporation, Entergy Power Development Corporation, Entergy Power Holdings USA Corporation, Entergy Power E&C Corporation, Entergy Power International Holdings Corporation, Varibus LLC, Prudential Oil and Gas, LLC., Southern Gulf Railway Company, and GSG&T, Inc. beneficially owned directly and indirectly common stock of Entergy Corporation as indicated: As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Corporation Maureen S. Bateman* 300 - W. Frank Blount* 6,834 - George W. Davis* 1,500 - Norman C. Francis* 2,500 - Frank F. Gallaher** 7,640 24,166 Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard*** 13,065 85,000 Robert v.d. Luft* 15,052 85,000 Kathleen A. Murphy* 1,300 (c) - Paul W. Murrill* 2,704 - James R. Nichols* 8,859 - William A. Percy, III* 550 - Dennis H. Reilley* 600 - Wm. Clifford Smith* 9,485 - Bismark A. Steinhagen* 9,647 - C. John Wilder* 9,017 17,500 All directors and executive officers 137,171 367,326 Entergy Arkansas, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Hugh T. McDonald*** 3,475 4,899 C. John Wilder*** 9,017 17,500 Thomas J. Wright**(d) 15,332 (c) 6,332 All directors and executive officers 105,303 281,224 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Gulf States, Inc. E. Renae Conley*** 220 2,500 Joseph F. Domino*** 6,917 5,995 Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson***(d) 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 104,687 284,238 Entergy Louisiana, Inc. E. Renae Conley*** 220 2,500 Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson***(d) 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 97,020 278,243 Entergy Mississippi, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Carolyn C. Shanks*** 3,708 - C. John Wilder*** 9,017 17,500 All directors and executive officers 89,639 269,993 Entergy New Orleans, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Daniel F. Packer*** 2,858 5,583 C. John Wilder*** 9,017 17,500 All directors and executive officers 86,470 275,576 System Energy Resources, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 72,639 270,543 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Services, Inc. Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 175,840 391,394 Entergy Operations, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 105,844 305,100 System Fuels, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 Varibus LLC Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder** 9,017 17,500 All directors and executive officers 73,490 288,893 Entergy Ventures Holding Company, Inc. Linda A. Delaney* - - David C. Harlan*** 8,005 5,750 Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 54,782 269,424 Entergy Resources Inc. Michael P. Childers*** - - Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder*** 9,017 17,500 All directors and executive officers 49,244 322,107 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Prudential Oil and Gas, LLC Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder** 9,017 17,500 All directors and executive officers 73,490 288,893 Southern Gulf Railway Company Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 GSG&T, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 Entergy Enterprises, Inc. Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,841 348,023 Entergy Retail Holdings Inc. Linda A. Delaney* - - Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Richard J. Smith*** 149 8,333 O. H. Storey, III* 119 2,350 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 54,584 296,573 Entergy Operations Services, Inc. Frank F. Gallaher*** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 47,293 281,207 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Power Gas Holdings Corp. Donald C. Hintz** 3,536 119,000 Doris J. Krick* - - J. Wayne Leonard** 13,065 85,000 Steven C. McNeal*** 3,142 3,475 Geoffrey D. Roberts** 6,875 47,500 James W. Snider* - - C. John Wilder** 9,017 17,500 All directors and executive officers 40,271 272,475 Entergy Procurement Exchange Holding Corporation Linda A. Delaney* - - Joseph T. Henderson* 810 2,500 Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 James M. Neikirk** 231 1,666 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,761 240,860 Entergy Power Generation Corporation Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 51,904 349,306 Entergy Power Inc. Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 47,124 313,941 Entergy Power Marketing Corp. Frederick M. Davidson** 600 - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Uday Narang** 3,198 - Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson* 10,083 29,566 C. John Wilder* 9,017 17,500 All directors and executive officers 50,112 311,441 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Holdings, Inc. Joseph T. Henderson** 810 2,500 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard*** 13,065 85,000 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 48,733 267,690 Entergy Nuclear, Inc. Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 58,512 292,748 Entergy Nuclear Holding Company #1 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 54,316 285,890 Entergy Nuclear Holding Company #2 David C. Harlan* 8,005 5,750 Donald C. Hintz** 3,536 119,000 Michael R. Kansler** 840 - J. Wayne Leonard*** 13,065 85,000 Horace S. Webb* 314 4,000 C. John Wilder** 9,017 17,500 Jerry W. Yelverton** 8,349 24,716 All directors and executive officers 43,126 255,966 Entergy Nuclear Holding Company Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 55,126 288,390 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Technology Holding Company Joseph T. Henderson** 810 2,500 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 42,190 257,941 Entergy International Holdings Ltd. LLC Joseph T. Henderson** 810 2,500 Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder** 9,017 17,500 All directors and executive officers 46,777 263,674 Entergy Global Power Operations Corporation Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 51,855 320,140 Entergy Power Development Corporation Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,787 351,206 Entergy Power Holdings USA Corp. Michael P. Childers*** - - Cynthia A. Dyer* - - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Frederick F. Nugent* 1,956 4,016 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder** 9,017 17,500 All directors and executive officers 41,068 307,240 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Power E & C Corporation Donald C. Hintz** 3,536 119,000 Doris J. Krick* - - J. Wayne Leonard** 13,065 85,000 Steven C. McNeal*** 3,142 3,475 Geoffrey D. Roberts** 6,875 47,500 James W. Snider* - - C. John Wilder** 9,017 17,500 All directors and executive officers 40,271 272,475 Entergy Power International Holdings Corporation Michael P. Childers*** - - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder*** 9,017 17,500 All directors and executive officers 50,972 320,140 * 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, for the Named Executive Officers, shares of Entergy Corporation common stock in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan as follows: (c) Includes 1,000 shares for Ms. Murphy in which she has joint ownership. Includes 5,171 shares for Mr. Wright in which he has joint ownership and 1,793 shares in which he has custodial ownership. (d) Mr. Wright is the former Chief Executive Officer and a former director of Entergy Arkansas. Mr. Jackson is the former Chief Executive Officer of Entergy Gulf States, LA and Entergy Louisiana. Item 6. Part III (c) - Contracts and Transactions with System Companies During 2000, T. Baker Smith & Son, Inc. performed land- surveying services for, and received payments of approximately $427,014 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 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY CORPORATION Democratic National Committee Building Fund Donations 49,500 Republican National Committee Building Fund Building Fund Donations 49,500 ------- Total $99,000 =======
* 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 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY Chambers of Commerce Civic Activity Donations $125,000 CORPORATION 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 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY GULF STATES Chambers of Commerce Civic Activity Donations $84,664 Association of Electric Companies of Texas Civic Activity Donations 15,193 Southern Governors' Association Civic Activity Donations 5,000 Texas Civil Justice League Civic Activity Donations 7,500 -------- Total $112,357 ======== ENTERGY LOUISIANA Chambers of Commerce Civic Activity Donations $33,690 Four Other items Civic Activity Donations 920 ------- Total $34,610 ======= ENTERGY MISSISSIPPI Chambers of Commerce Civic Activity Donations $16,325 Council of State Governments Civic Activity Donations 6,000 Democratic Governors' Association Civic Activity Donations 5,000 Metropolitan Crime Commission Civic Activity Donations 6,200 Southern Governors' Association Civic Activity Donations 5,000 Two Other Items Civic Activity Donations 5,500 ------- Total $44,025 ======= ENTERGY NEW ORLEANS Chambers of Commerce Civic Activity Donations $4,650 Bureau of Governmental Research Civic Activity Donations 250 ------ Total $4,900 ======
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (I) In Effect Serving Receiving Date of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Fuel Purchases System Fuels Entergy Arkansas $ 2,203,830 1/12/73 Yes Fuel Purchases System Fuels Entergy Louisiana $ 19,540,256 1/12/73 Yes Fuel Purchases System Fuels Entergy Mississippi $ 104,536,921 1/12/73 Yes Fuel Purchases System Fuels Entergy New Orleans $ 8,025,771 1/12/73 Yes Certain materials & System Fuels Entergy Arkansas $ 51,092,089 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels Entergy Louisiana $ 29,317,402 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels System Energy $ 7,289 6/15/78 Yes services required for fabrication of Nuclear Fuel Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 5,464,201 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy Mississippi $ 3,252,125 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy New Orleans $ 9,149 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy Gulf States $ 117,419 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Arkansas $ 372,832 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Mississippi $ 814,592 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy New Orleans $ 7,323,623 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Gulf States $ 11,179,506 N/A N/A Parts Inventory
(I) In Effect Serving Receiving Date Of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Miscellaneous Spare Entergy Mississippi Entergy Arkansas $ 168,535 N/A N/A Parts Inventory Miscellaneous Spare Entergy Mississippi Entergy Louisiana $ 474,624 N/A N/A Parts Inventory Miscellaneous Spare Entergy Mississippi Entergy Gulf States $ 740 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Arkansas $ 19,716 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Louisiana $ 162,232 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Mississippi $ 11,145 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Gulf States $ 136,531 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Arkansas $ 443,579 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Louisiana $ 454,286 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Mississippi $ 5,313 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy New Orleans $ 878 N/A N/A Parts Inventory Miscellaneous Entergy Mississippi Entergy Louisiana $ 171,476 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Louisiana Entergy Mississippi $ 67,044 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Gulf States Entergy Arkansas $ 272,769 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Louisiana Entergy Arkansas $ 64,567 N/A N/A transmission and distribution station equipment
(I) In Effect Serving Receiving Date Of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Miscellaneous Entergy Arkansas Entergy Louisiana $ 19,785 N/A N/A transmission and distribution station equipment Capacity Use of and ETC Entergy Arkansas $ 408,016 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Louisiana $ 774.392 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Mississippi $ 962,941 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Gulf States $ 1,310,843 5-01-97 Yes Service of Local Fiber Construction and ETC Entergy Services $ 872,418 1-01-97 Yes Service of Local Fiber
The following contract was in effect as of December 31, 2000, though there was no activity under this contract: - Contract for web hosting services between MyHomeKey.com, Inc and Entergy MHK Retail, LLC dated November 6, 2000. 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 2000 was $4,494,453.35. SAIC provided information technology support services to Entergy Corporation during 2000. The compensation amount paid to SAIC for 2000 was $1,350,000. ITEM 9. EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (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 seven natural gas and oil fired generating units, with total installed capacity of 1,260 MW. Central Costanera, S.A. is a FUCO under the provisions of the Energy Act. At December 31, 2000, Entergy Corporation's aggregate investment in Central Costanera, S.A. was approximately $10.5 million. In August 1994, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Pakistan, Ltd., acquired a 10% equity interest in The Hub Power Company, Ltd., which owns a 1,292 MW steam electric generation facility in Pakistan. Entergy Pakistan, Ltd. is a FUCO under the Energy Act. Entergy Pakistan, Ltd.'s initial investment to acquire its indirect 10% interest in The Hub Power Company, Ltd., was $50.2 million. From 1996 through 1998, Entergy Pakistan, Ltd. sold 52% of its interest in The Hub Power Company, Ltd. for approximately $56 million. At December 31, 2000, Entergy Pakistan, Ltd. held a 4.8% interest in The Hub Power Company, Ltd., representing an aggregate investment of approximately $14.7 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 Buenos Aires, S.A. Central Buenos Aires, S.A. owns a 220 MW combined cycle gas turbine at the Central Costanera S. A. power plant in Buenos Aires, Argentina. Entergy Power CBA Holding Ltd. is a FUCO under the Energy Act. At December 31, 2000, 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, Co., which purchased 60% of Edegel, S.A., a company that owns 5 hydroelectric generating stations (totaling 547 MW) and one 260 MW thermal generating station in Peru. EP Edegel, Inc. is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Edegel, S.A. was approximately $100 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, 2000, 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 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, 2000, Entergy's aggregate investment in Entergy Nuclear Holding Company #1, Entergy Nuclear Indian Point 3, LLC and Entergy Nuclear FitzPatrick, LLC was approximately $0.1 million, $31.6 million, and $23.4 million, respectively. 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 Pakistan LDC ("EPOP"), a FUCO under the Energy Act formed to provide operations and management services to the Liberty Power Project in Pakistan. At December 31, 2000, Entergy's aggregate investment in EPOP totaled approximately $500,000. 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 Saltend and Damhead Creek power projects, respectively, 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, 2000, Entergy's aggregate investment in Compania Electrica San Isidro S.A. totaled approximately $15.6 million. As of December 31, 2000, Entergy Corporation, through a wholly owned subsidiary, Entergy Power Development Corporation, owned 100% of the capital stock of Damhead Creek Limited (formerly Kingsnorth Power Ltd.). Damhead Creek Limited owns a 792 MW power plant in the United Kingdom and is a FUCO under the Energy Act. Entergy's equity contribution obligations (BPS36.1 million) under the project financing are supported by a letter of credit issued through a credit facility of Entergy Power Development Corporation. As noted below, Entergy Corporation issued a guarantee of Entergy Power Development Corporation's credit facility. This guarantee was originally in the amount of $170 million and as of December 31, 2000 had been reduced to $70 million. At December 31, 2000, Entergy's aggregate investment in Damhead Creek Limited totaled approximately $53 million. Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Power Saltend, Ltd., owns 100% of the capital stock of Saltend Cogeneration Company Limited. Saltend Cogeneration Company Limited owns a 1,200-megawatt power plant in the United Kingdom. Saltend Cogeneration Company Limited is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Saltend Cogeneration Company Limited totaled approximately $47 million. Entergy Corporation owns 100% of the outstanding capital stock of Entergy Power Generation Corporation ("EPGC"), which is an EWG formed under the Entergy Act to develop and hold Entergy's interests in certain domestic EWG projects including a proposed 300 MW gas- fired power project in Mississippi, being developed by its wholly owned subsidiary Warren Power LLC. At December 31, 2000, Entergy's aggregate investment in EPGC was approximately $16,002,000. At December 31, 2000, Entergy had provided a guarantee to its wholly owned FUCO subsidiary, Entergy Power Development Corporation, in respect of a credit facility entered into by Entergy Power Development Corporation in connection with the Damhead Creek power project. This guarantee was originally in the amount of $170 million and as of December 31, 2000 had been reduced to $70 million. At December 31, 2000, Entergy Corporation had entered into a guarantee agreement with Entergy Trading and Marketing Ltd. (a wholly owned subsidiary of Entergy Power Development Corporation) obligating Entergy to issue guarantees for the benefit of Entergy Trading and Marketing Ltd. up to an aggregate maximum amount of $75 million. The amount of such guarantee is included in Entergy's aggregate investment in Entergy Power Development Corporation. At December 31, 2000, 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. 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, 2000 for the business address of such EWG or FUCO. See "Item 1 - System Companies and Investments Therein as of December 31, 2000" 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 Accountants' Consent S-1 Entergy Corporation and Subsidiaries: *Consolidating Statement of Income (Loss) for the S-2 Year Ended December 31, 2000 *Consolidating Statement of Cash Flows for the Year S-8 Ended December 31, 2000 *Consolidating Balance Sheet as of December 31, 2000 S-14 *Consolidating Statement of Retained Earnings for the S-26 Year Ended December 31, 2000 Entergy Gulf States Corporation and Subsidiaries: *Consolidating Statement of Income for the Year S-32 Ended December 31, 2000 *Consolidating Statement of Cash Flows for the Year S-33 Ended December 31, 2000 *Consolidating Balance Sheet as of December 31, 2000 S-34 *Consolidating Statement of Retained Earnings for the S-36 Year Ended December 31, 2000 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, 2000 and 1999 S-38 *Statements of Cash Flows, Years Ended November 30, 2000 and 1999 S-39 *Balance Sheets, November 30, 2000 and 1999 S-40 *Notes to Financial Statements, November 30, 2000 and 1999 S-41 * Letter, dated April 26, 2001, 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 Accountants' Report and Notes to Consolidated Financial Statements of Entergy Corporation (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Consolidated Financial Statements," contained in Entergy Corporation's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, in File No. 1-11299 and included in such Form 10-K). ENTERGY ARKANSAS Independent Accountants' Report and Notes to Financial Statements of Entergy Arkansas (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Arkansas' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, in File No. 1-10764 and included in such Form 10-K). ENTERGY GULF STATES Independent Accountants' Report and Notes to Financial Statements of Entergy Gulf States (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Gulf States' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-2703). Financial Statement Schedules of Entergy Gulf States (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-2703 and included in such Form 10-K). ENTERGY LOUISIANA Independent Accountants' Report and Notes to Financial Statements of Entergy Louisiana (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Louisiana's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, in File No. 1-8474 and included in such Form 10-K). ENTERGY MISSISSIPPI Independent Accountants' Report and Notes to Financial Statements of Entergy Mississippi (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in Entergy Mississippi's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, in File No. 0-320 and included in such Form 10-K). ENTERGY NEW ORLEANS Independent Accountants' Report and Notes to Financial Statements of Entergy New Orleans (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in Entergy New Orleans' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, in File No. 0-5807 and included in such Form 10-K). SYSTEM ENERGY Independent Accountants' Report and Notes to Financial Statements of System Energy (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in System Energy's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, 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, 2000, 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, 2000 (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, 2000 (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, 2000 (Incorporated herein by reference from File No. 1-2703). A-4 Entergy Louisiana's Annual Report on Form 10-K for the year ended December 31, 2000 (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, 2000 (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, 2000 (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, 2000 (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 CORPORATION *B-14(a) Articles of Conversion of Varibus L.L.C., as executed November 6, 2000. *B-14(b) Certificate of Organization of Varibus Corporation, as executed November 6, 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(b) Certificate of Organization of Prudential, Oil & Gas L.L.C., as executed November 6, 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 POWER MARKETING CORPORATION B-18(a) Certificate of Incorporation of Entergy Power Marketing Corporation, as executed May 17, 1995 (B-19(a) to Form U5S for the year ended December 31, 1996). B-18(b) By-Laws of Entergy Power Marketing Corporation, as of August 1, 1995 and currently in effect (B-19(b) to Form U5S for the year ended December 31, 1996). ENTERGY TECHNOLOGY HOLDING COMPANY B-19(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-19(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-20(a) Certificate of Amendment of Certificate of Incorporation of Entergy Power Generation Corporation, as executed October 26, 2000. B-20(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 POWER INTERNATIONAL HOLDINGS CORPORATION B-21(a) Certificate of Incorporation of Entergy Power International Holdings Corporation, as executed August 5, 1996 (B-22(a) to Form U5S for the year ended December 31, 1997). B-21(b) By-Laws of Entergy Power International Holdings Corporation, as of January 16, 1996 and currently in effect (B-22(b) to Form U5S for the year ended December 31, 1997). ENTERGY HOLDINGS, INC. B-22(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-22(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-23(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-23(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-24(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-24(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-25(a) Certificate of Amendment of Certificate of Incorporation of Entergy Nuclear Holding Company # 1, as executed November 15, 2000. B-25(b) By-Laws of Entergy Nuclear Holding Company # 1, as amended July 6, 1999 and currently in effect (27(b) to Form U5S for the year ended December 31, 1999). ENTERGY NUCLEAR HOLDING COMPANY # 2 *B-26(a) Certificate of Incorporation of Entergy Nuclear Holding Company # 2, as executed May 9, 2000. *B-26(b) By-Laws of Entergy Nuclear Holding Company # 2, as of May 9, 2000 and currently in effect. ENTERGY NUCLEAR HOLDING COMPANY # 3 *B-27(a) Certificate of Incorporation of Entergy Nuclear Holding Company # 3, as executed October 24, 2000. *B-27(b) By-Laws of Entergy Nuclear Holding Company # 3, as of October 24, 2000 and currently in effect. ENTERGY NUCLEAR HOLDING COMPANY *B-28(a) Certificate of Incorporation of Entergy Nuclear Holding Company, as executed October 24, 2000. *B-28(b) By-Laws of Entergy Nuclear Holding Company, as of October 24, 2000 and currently in effect. ENTERGY RETAIL HOLDING COMPANY *B-29(a) Certificate of Incorporation of Entergy Retail Holding Company, as executed August 23, 2000. *B-29(b) By-Laws of Entergy Retail Holding Company, as of August 23, 2000 and currently in effect. ENTERGY VENTURES HOLDING COMPANY, INC. *B-30(a) Certificate of Incorporation of Entergy Ventures Holding Company, Inc., as executed November 3, 2000. *B-30(b) By-Laws of Entergy Ventures Holding Company, Inc., as of November 3, 2000 and currently in effect. ENTERGY RESOURCES, INC. *B-31(a) Certificate of Amendment of Certificate of Incorporation of Entergy Resources, Inc., as executed July 26, 2000. *B-31(b) By-Laws of Entergy Resources, Inc., as of July 26, 2000 and currently in effect. ENTERGY POWER GAS HOLDINGS CORPORATION *B-32(a) Certificate of Incorporation of Entergy Power Gas Holdings Corporation, as executed June 15, 2000. *B-32(b) By-Laws of Entergy Power Gas Holdings Corporation, as of June 15, 2000 and currently in effect. ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION *B-33(a) Certificate of Incorporation of Entergy Procurement Exchange Holding Corporation, as executed May 30, 2000. *B-33(b) By-Laws of Entergy Procurement Exchange Holding Corporation, as of May 30, 2000 and currently in effect. ENTERGY INTERNATIONAL HOLDING LTD., LLC *B-34(a) Amendment No. 1 to the Limited Liability Company Agreement of Entergy International Holdings Ltd., LLC, as executed March 12, 1998. ENTERGY GLOBAL POWER OPERATIONS CORPORATION *B-35(a) Certificate of Incorporation of Entergy Global Power Operations Corporation, as executed December 31, 1997. *B-35(b) By-Laws of Entergy Global Power Operations Corporation, as of December 31, 1997 and currently in effect. ENTERGY POWER HOLDINGS USA CORPORATION *B-36(a) Certificate of Incorporation of Entergy Power Holdings USA Corporation, as executed February 24, 1999. *B-36(b) By-Laws of Entergy Power Holdings USA Corporation, as of February 24, 1999 and currently in effect. ENTERGY POWER E&C CORPORATION *B-37(a) Certificate of Incorporation of Entergy Power E&C Corporation, as executed August 30, 2000. *B-37(b) By-Laws of Entergy Power E&C Corporation, as of August 30, 2000 and currently in effect. ENTERGY CORPORATION C-1(a) See C-2 (a) through C-7(f) 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) Second Amended and Restated Credit Agreement, dated as of May 18, 2000, among Entergy, the Banks (The Bank of New York, The Chase Manhattan Bank, Citibank, N.A., ABN AMRO Bank N.V., The Bank of Nova Scotia, Bank One, N.A., Bayerische Landesbank Girozentrale, The Royal Bank of Scotland PLC, Barclays Bank PLC, Credit Agricole Indosuez, The Industrial Bank of Japan, KBC Bank NV, Union Bank of California, N.A., Westdeutsche Landesbank Girozentrale, and Mellon Bank, N.A.) and Citibank, N.A., as Agent (4(b) to Form 10-Q for the quarter ended June 30, 2000 in 1-11299). ENTERGY ARKANSAS C-2(a) Mortgage and Deed of Trust, as amended by fifty-five 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); and 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth)). 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, as amended by fifty-five 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); and A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth)). 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 eight 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); and 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); and (Ninth)). SYSTEM ENERGY C-6(a) Mortgage and Deed of Trust, 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). C-6(d) Indenture (for Unsecured Debt Securities), dated as of September 1, 1995, between System Energy Resources, Inc., and Chemical Bank (B- 10(a) to Rule 24 Certificate in 70-8511). ENTERGY GULF STATES C-7(a) Indenture of Mortgage, 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); and A- 2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty- ninth)). 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) Trust Indenture for 9.72% Debentures due July 1, 1998 (4 in 33-40113). C-7(d) 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(e) 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(f) 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 (D-5 to Form U5S for the year ended December 31, 1996). *F Entergy Arkansas Preferred Stock Redeemed During 2000; Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy Gulf States Preferred Stock Redeemed During 2000; Entergy Gulf States Long-Term Debt Retired During 2000; Entergy Louisiana Preferred Stock Redeemed During 2000; Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy Mississippi Preferred Stock Redeemed During 2000; Entergy Mississippi Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy New Orleans Preferred Stock Redeemed During 2000; Entergy New Orleans General & Refunding Mortgage Bonds Retired During 2000; and System Energy Long-Term Debt, including First Mortgage Bonds Retired during 2000. H See "Item 1 System Companies and Investments Therein as of December 31, 2000" 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, 2000. *I-1 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Power Development Corporation for the year ended December 31, 2000 (Exhibit I-1 is being filed pursuant to Rule 104.). *I-2 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Global Power Operations Corporation for the year ended December 31, 2000 (Exhibit I-2 is being filed pursuant to Rule 104.). *I-3 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy International Ltd. LLC for the year ended December 31, 2000 (Exhibit I-3 is being filed pursuant to Rule 104.). *I-4 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy International Holdings Ltd. for the year ended December 31, 2000 (Exhibit I-4 is being filed pursuant to Rule 104.). *I-5 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Power Generation Corporation for the year ended December 31, 2000 (Exhibit I-5 is being filed pursuant to Rule 104.). *I-6 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Nuclear Holding Company #1 for the year ended December 31, 2000 (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 Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2000* Principal Series Amount Consideration Jefferson County Pollution Control & Industrial Development Bonds 8.25% 170,000 170,000 Pope County Pollution Control Bonds 8.25% 50,000 50,000 ------------ ------------ $ 220,000 $ 220,000 ============ ============ Entergy Gulf States Preferred Stock Redeemed During 2000* Shares Series Redeemed Consideration NM Preferred Series 7.56% 37,671 $ 3,767,055 M Preference $1.75 Div. Pref. 6,000,000 150,000,000 Adjustable Rate Series A 11,976 1,197,544 Adjustable Rate Series B 26,938 2,693,768 --------- ------------- 6,076,585 $ 157,658,367 ========= ============= Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2000* Principal Series Amount Consideration 6.00% FMB Series Due 2000 $ 100,000,000 $ 100,000,000 ITEM 4. SUPPORTING SCHEDULES (Continued) EXHIBIT F Entergy Mississippi Preferred Stock Redeemed During 2000* Shares Series Redeemed Consideration Preferred Series 4.56% 1 $ 100 System Energy Long Term Debt, including First Mortgage Bonds Retired During 2000* Principal Series Amount Consideration 7.38% Debenture Series 1995 $ 30,000,000 $ 30,000,000 7.80% Debenture Series 1996 45,000,000 45,000,000 Grand Gulf sale/leaseback principal payments 2,947,272 2,947,272 ------------ -------------- $ 77,947,272 $ 77,947,272 ============ ============== * All retirements of securities were made in reliance on Rule 42 promulgated under the Holding Company Act. SIGNATURES Each 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. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ENTERGY ARKANSAS, INC. ENTERGY GULF STATES, INC. ENTERGY LOUISIANA, INC. ENTERGY MISSISSIPPI, INC. ENTERGY NEW ORLEANS, INC. ENTERGY SERVICES, INC. ENTERGY RETAIL HOLDING COMPANY SYSTEM ENERGY RESOURCES, INC. ENTERGY OPERATIONS, INC. SYSTEM FUELS, INC. ENTERGY HOLDINGS, INC. ENTERGY INTERNATIONAL HOLDINGS LTD LLC ENTERGY VENTURES HOLDING COMPANY ENTERGY NUCLEAR HOLDING COMPANY #1 By: /s/ Nathan E. Langston Nathan E. Langston Vice President, Chief Accounting Officer ENTERGY POWER, INC. ENTERGY ENTERPRISES, INC. ENTERGY POWER MARKETING CORP. ENTERGY POWER INTERNATIONAL HOLDINGS CORP. ENTERGY POWER DEVELOPMENT CORPORATION ENTERGY GLOBAL POWER OPERATIONS CORPORATION ENTERGY TECHNOLOGY HOLDING COMPANY ENTERGY NUCLEAR INCORPORATED ENTERGY OPERATIONS SERVICES INCORPORATED ENTERGY POWER GENERATION CORPORATION By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President ENTERGY POWER GAS HOLDINGS CORPORATION ENTERGY POWER HOLDINGS USA CORP. ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION By: /s/ Steven C. McNeal Steven C. McNeal Treasurer Dated: April 30, 2001 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Entergy Corporation for the year ended December 31, 2000 filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated February 1, 2001 relating to the consolidated financial statements 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., collectively referred to as "the Companies"), which appear in each of the Companies' Annual Reports on Form 10-K for the year ended December 31, 2000. PricewaterhouseCoopers LLP New Orleans, Louisiana April 19, 2001
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands, Except Share Data) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Operating Revenues: Domestic electric $ 7,219,686 $ 2,679,765 $ 1,762,635 $ 2,470,884 $2,062,437 Natural gas 165,872 .... .... 40,356 .... Competitive businesses 2,630,590 (2,449,132) .... .... .... --------------------------------------------------------------------- Total 10,016,148 230,633 1,762,635 2,511,240 2,062,437 --------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 2,645,835 (314,340) 258,294 895,361 560,329 Purchased power 2,662,881 (554,020) 560,793 455,300 537,589 Nuclear refueling outage expenses 70,511 1 25,884 16,663 13,542 Other operation and maintenance 1,901,314 1,148,079 427,409 423,031 318,841 Decommissioning 39,484 .... 3,845 6,273 10,422 Taxes other than income taxes 370,344 48,414 39,662 120,428 77,190 Depreciation and amortization 746,125 11,036 169,806 189,149 171,204 Other regulatory charges (credits) 3,681 1 (33,078) (13,860) 960 Amortization of rate deferrals 30,392 .... .... 5,606 .... --------------------------------------------------------------------- Total 8,470,567 339,171 1,452,615 2,097,951 1,690,077 --------------------------------------------------------------------- Operating Income 1,545,581 (108,538) 310,020 413,289 372,360 --------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 32,022 .... 15,020 7,617 4,328 Gain / (loss) on sale of assets (20,466) 22,817 (8) 2,327 .... Equity in earnings of subsidiaries .... 698,243 .... .... .... Miscellaneous - net 190,129 (123,301) 4,339 12,736 6,604 --------------------------------------------------------------------- Total 201,685 597,759 19,351 22,680 10,932 --------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 477,071 (3,522) 88,140 143,053 98,655 Other interest - net 85,635 2,345 8,360 8,458 6,788 Distributions on preferred securities of subsidiary 18,838 .... 5,100 7,438 6,300 Allowance for borrowed funds used during construction (24,114) .... (9,788) (6,926) (3,775) --------------------------------------------------------------------- Total 557,430 (1,177) 91,812 152,023 107,968 --------------------------------------------------------------------- Income (Loss) Before Income Taxes 1,189,836 490,398 237,559 283,946 275,324 Income Taxes 478,921 (77,100) 100,512 103,603 112,645 --------------------------------------------------------------------- Net Income (Loss) 710,915 567,498 137,047 180,343 162,679 Preferred and Preference Dividend Requirements and Other 31,621 2 7,776 9,998 9,514 --------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 679,294 $ 567,496 $ 129,271 $ 170,345 $ 153,165 ===================================================================== Earnings per average common share Basic $3.00 Diluted $2.97 Dividends declared per common share $1.22 Average number of common shares outstanding Basic 226,580,449 Diluted 228,541,307
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Operating Revenues: Domestic electric $ 937,371 $ 514,774 $ 656,749 $ .... $ 701,984 Natural gas .... 125,516 .... .... .... Competitive businesses .... .... .... .... .... --------------------------------------------------------------------- Total 937,371 640,290 656,749 .... 701,984 --------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 221,075 253,869 42,369 .... .... Purchased power 366,491 173,371 .... .... .... Nuclear refueling outage expenses .... .... 14,423 .... .... Other operation and maintenance 168,432 87,254 88,257 25,146 654,944 Decommissioning .... .... 18,944 .... .... Taxes other than income taxes 45,436 45,132 30,517 661 45,127 Depreciation and amortization 49,046 23,550 127,904 .... 1,107 Other regulatory charges (credits) (6,872) (7,058) 63,590 .... .... Amortization of rate deferrals .... 24,786 .... .... .... --------------------------------------------------------------------- Total 843,608 600,904 386,004 25,807 701,178 --------------------------------------------------------------------- Operating Income 93,763 39,386 270,745 (25,807) 806 --------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 2,385 1,190 1,482 .... .... Gain / (loss) on sale of assets 19 .... .... .... .... Equity in earnings of subsidiaries .... .... .... 698,243 .... Miscellaneous - net 8,680 2,530 20,446 12,273 (395) --------------------------------------------------------------------- Total 11,084 3,720 21,928 710,516 (395) --------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 41,583 14,429 87,689 .... .... Other interest - net 3,294 1,462 30,830 20,627 429 Distributions on preferred securities of subsidiary .... .... .... .... .... Allowance for borrowed funds used during construction (1,871) (900) (854) .... .... --------------------------------------------------------------------- Total 43,006 14,991 117,665 20,627 429 --------------------------------------------------------------------- Income (Loss) Before Income Taxes 61,841 28,115 175,008 664,082 (18) Income Taxes 22,868 11,597 81,263 (15,212) (18) --------------------------------------------------------------------- Net Income (Loss) 38,973 16,518 93,745 679,294 .... Preferred and Preference Dividend Requirements and Other 3,370 965 .... .... .... --------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 35,603 $ 15,553 $ 93,745 $ 679,294 $ .... =====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands, Except Share Data) ENTERGY ENTERGY SYSTEM ENTERGY POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Domestic electric $ .... $ 577,833 $ 214,784 $ .... Natural gas .... .... .... .... Competitive businesses 128,736 .... .... 52,722 ------------------------------------------------------- Total 128,736 577,833 214,784 52,722 ------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 94,343 .... 5,855 .... Purchased power 15,317 .... .... .... Nuclear refueling outage expenses .... .... .... .... Other operation and maintenance 9,174 533,172 204,824 108,909 Decommissioning .... .... .... .... Taxes other than income taxes 542 13,157 763 143 Depreciation and amortization 3,626 19,572 46 2,151 Other regulatory charges (credits) .... .... .... .... Amortization of rate deferrals .... .... .... .... ------------------------------------------------------- Total 123,002 565,901 211,488 111,203 ------------------------------------------------------- Operating Income 5,734 11,932 3,296 (58,481) ------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction .... .... .... .... Gain / (loss) on sale of assets 13 .... .... .... Equity in earnings of subsidiaries .... .... .... .... Miscellaneous - net 6,236 (7,761) .... 1,140 ------------------------------------------------------- Total 6,249 (7,761) .... 1,140 ------------------------------------------------------- Interest and Other Charges: Interest on long-term debt .... .... .... .... Other interest - net .... 4,384 3,329 19 Distributions on preferred securities of subsidiary .... .... .... .... Allowance for borrowed funds used during construction .... .... .... .... ------------------------------------------------------- Total .... 4,384 3,329 19 ------------------------------------------------------- Income (Loss) Before Income Taxes 11,983 (213) (33) (57,360) Income Taxes 4,732 (213) (33) (19,923) ------------------------------------------------------- Net Income (Loss) 7,251 .... .... (37,437) Preferred and Preference Dividend Requirements and Other .... .... .... .... ------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 7,251 $ .... $ .... $ (37,437) =======================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY OPERATING ACTIVITIES: CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Net Income (Loss) $ 710,915 $ 567,498 $ 137,047 $ 180,343 $ 162,679 Noncash items included in net income Amortization of rate deferrals 30,392 .... .... 5,606 .... Reserve for regulatory adjustments 18,482 (1,999) .... (49,571) 11,456 Other regulatory charges - net 3,681 1 (33,078) (13,860) 960 Depreciation, amortization and decommissioning 785,609 11,998 173,651 195,422 181,626 Deferred income taxes and investment tax credits 124,457 (56,626) 39,776 54,279 16,350 Allowance for equity funds used during construction (32,022) .... (15,020) (7,617) (4,328) Gain on sale of assets 20,466 (22,804) 8 (2,327) .... Gain on sale of non-regulated businesses & property .... .... .... .... .... Equity in earnings of subsidiaries .... (698,243) .... .... .... Changes in working capital: Receivables (437,146) 45,261 (47,647) (131,643) (97,154) Fuel inventory (20,447) (6,846) (6,512) 1,013 .... Accounts payable 543,606 (167,096) 141,172 130,435 (11,848) Taxes accrued 20,871 17,912 1,731 30,570 (2,555) Interest accrued 45,789 (2,041) 5,246 14,969 15,300 Deferred fuel costs (38,001) 1 35,993 (26,291) (81,890) Other working capital accounts 102,336 97,763 17,162 20,896 38,064 Provision for estimated losses and reserves 6,019 12,707 (895) (1,991) 6,114 Common stock dividends received .... 314,300 .... .... .... Changes in other regulatory assets (66,903) (3,900) (85,452) (47,777) 25,400 Other 149,743 (38,843) 58,378 51,424 10,249 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 1,967,847 69,043 421,560 403,880 270,423 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (1,493,717) 409,010 (369,370) (277,635) (203,049) Allowance for equity funds used during construction 32,022 .... 15,020 7,617 4,328 Nuclear fuel purchases (121,127) 3,393 (44,722) (34,735) (38,270) Proceeds from sale/leaseback of nuclear fuel 117,154 (1) 44,722 34,154 38,270 Investment in subsidiaries .... 194,665 .... .... .... Proceeds from sale of businesses 61,519 (61,519) .... .... .... Investment in nonregulated/nonutility properties (238,062) 238,062 .... .... .... Proceeds from other temporary investments 321,351 (321,351) .... .... .... Loans to affiliates .... .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... .... Decommissioning trust contributions and realized change in trust assets (63,805) .... (15,761) (12,051) (12,299) Other regulatory investments (385,331) .... (97,343) (127,377) .... Other (44,016) 37,440 .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (1,814,012) 499,699 (467,454) (410,027) (211,020) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 904,522 (209,109) 99,381 298,819 148,736 Common stock 41,908 .... .... .... .... Retirement of: Long-term debt (181,329) 2,977 (220) (185) (100,000) Repurchase of common stock (550,206) .... .... .... .... Redemption of preferred stock (157,658) .... .... (157,658) .... Changes in short-term borrowings 267,000 .... .... .... .... Dividends paid: Common stock (271,019) (314,300) (44,600) (88,000) (62,400) Preferred stock (32,400) (2) (7,691) (10,862) (9,514) Change in advances from parent company .... .... .... .... .... Capital contributions returned to parent .... 15,332 .... .... .... Advances to subsidiaries .... (32,833) .... .... .... Other .... .... .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities 20,818 (537,935) 46,870 42,114 (23,178) ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents (5,948) 5,948 .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 168,705 36,755 976 35,967 36,225 Cash and cash equivalents at beginning of year 1,213,719 (997,604) 6,862 32,312 7,734 ---------------------------------------------------------------- Cash and cash equivalents at end of year $1,382,424 $ (960,849) $ 7,838 $ 68,279 $ 43,959 ================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Net Income (Loss) $ 38,973 $ 16,518 $ 93,745 $ 679,294 $ .... Noncash items included in net income Amortization of rate deferrals .... 24,786 .... .... .... Reserve for regulatory adjustments .... .... 54,598 .... .... Other regulatory charges - net (6,872) (7,058) 63,590 .... .... Depreciation, amortization and decommissioning 49,046 23,550 146,848 962 1,107 Deferred income taxes and investment tax credits 51,081 (639) (71,212) (9,014) (331) Allowance for equity funds used during construction (2,385) (1,190) (1,482) .... .... Gain on sale of assets (19) .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... .... .... Equity in earnings of subsidiaries .... .... .... (698,243) .... Changes in working capital: Receivables (30,628) (45,580) 87,212 2,013 17,815 Fuel inventory 338 (911) .... .... .... Accounts payable 3,064 29,592 (7,401) (13,822) (18,300) Taxes accrued (4,106) 5,394 13,147 .... (271) Interest accrued 3,062 1,163 4,008 .... .... Deferred fuel costs 47,939 (13,751) .... .... .... Other working capital accounts 6,160 (223) 20,754 98,489 (613) Provision for estimated losses and reserves (568) (365) (1,328) .... (110) Common stock dividends received .... .... .... 314,300 .... Changes in other regulatory assets (9,929) (11,637) 58,592 .... .... Other 37,105 10,812 (65,491) (11,694) 2,424 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 182,261 30,461 395,580 362,285 1,721 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (121,252) (48,902) (36,555) (360) (109) Allowance for equity funds used during construction 2,385 1,190 1,482 .... .... Nuclear fuel purchases .... .... (7) .... .... Proceeds from sale/leaseback of nuclear fuel .... .... 7 .... .... Investment in subsidiaries .... .... .... 194,665 .... 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 .... .... (23,694) .... .... Other regulatory investments (160,611) .... .... .... .... Other .... .... .... (1,000) .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (279,478) (47,712) (58,767) 193,305 (109) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 118,913 29,564 .... .... .... Common stock .... .... .... 41,908 .... Retirement of: Long-term debt .... .... (77,947) .... .... Repurchase of common stock .... .... .... (550,206) .... Redemption of preferred stock .... .... .... .... .... Changes in short-term borrowings .... .... .... 267,000 .... Dividends paid: Common stock (18,000) (9,500) (91,800) (271,019) .... Preferred stock (3,370) (965) .... .... .... Change in advances from parent company .... .... .... .... .... Capital contributions returned to parent .... .... .... .... .... Advances to subsidiaries .... .... .... (32,833) .... Other .... .... .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities 97,543 19,099 (169,747) (545,150) .... ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 326 1,848 167,066 10,440 1,612 Cash and cash equivalents at beginning of year 4,787 4,454 35,152 16,493 117 ---------------------------------------------------------------- Cash and cash equivalents at end of year $ 5,113 $ 6,302 $ 202,218 $ 26,933 $ 1,729 ================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Net Income (Loss) $ 7,251 $ .... $ .... $ (37,437) Noncash items included in net income Amortization of rate deferrals .... .... .... .... Reserve for regulatory adjustments .... .... .... .... Other regulatory charges - net .... .... .... .... Depreciation, amortization and decommissioning 3,626 19,572 46 2,151 Deferred income taxes and investment tax credits (1,932) (8,314) 291 (2,504) Allowance for equity funds used during construction .... .... .... .... Gain on sale of assets .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... .... Equity in earnings of subsidiaries .... .... .... .... Changes in working capital: Receivables (16,870) (64,965) (56,911) (7,527) Fuel inventory 254 .... (21,475) .... Accounts payable 14,850 36,518 76,125 (3,875) Taxes accrued 749 (6,132) 1,451 (1,195) Interest accrued .... .... .... .... Deferred fuel costs .... .... .... .... Other working capital accounts 62 (1,835) 635 548 Provision for estimated losses and reserves .... 8,000 .... 9,869 Common stock dividends received .... .... .... .... Changes in other regulatory assets .... .... .... .... Other (33) 13,833 (148) 4,041 ---------------------------------------------------- Net cash flow provided by (used in) operating activities 7,957 (3,323) 14 (35,929) ---------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (2,236) (23,167) (14) (2,058) Allowance for equity funds used during construction .... .... .... .... Nuclear fuel purchases .... .... .... .... 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 229 .... .... (5,805) ---------------------------------------------------- Net cash flow provided by (used in) investing activities (2,007) (23,167) (14) (7,863) ---------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt .... .... .... .... Common stock .... .... .... .... 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 .... .... .... .... Capital contributions returned to parent (32,668) .... .... 48,000 Advances to subsidiaries .... .... .... .... Other .... .... .... .... ---------------------------------------------------- Net cash flow provided by (used in) financing activities (32,668) .... .... 48,000 ---------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... ---------------------------------------------------- Net increase (decrease) in cash and cash equivalents (26,718) (26,490) .... 4,208 Cash and cash equivalents at beginning of year 42,830 45,835 20 19,519 ---------------------------------------------------- Cash and cash equivalents at end of year $ 16,112 $ 19,345 $ 20 $ 23,727 ====================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Current Assets: Cash and cash equivalents: Cash $ 157,550 $ (109,279) $ 7,838 $ 10,726 $ 14,138 Temporary cash investments - at cost which approximates market 640,038 (266,734) .... 57,553 29,821 Special deposits 584,836 (584,836) .... .... .... -------------------------------------------------------------------- Total cash and cash equivalents 1,382,424 (960,849) 7,838 68,279 43,959 -------------------------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... .... Notes receivable 3,608 28 .... .... 1,510 Accounts receivable: Customer 497,821 (50,786) 98,550 125,412 111,292 Allowance for doubtful accounts (9,947) 500 (1,667) (2,131) (1,771) Associated companies .... 683,813 22,286 27,660 30,518 Other 395,518 (289,805) 26,221 22,837 13,698 Accrued unbilled revenues 415,409 .... 65,887 136,384 152,700 -------------------------------------------------------------------- Total receivables 1,298,801 343,722 211,277 310,162 306,437 -------------------------------------------------------------------- Deferred fuel costs 568,331 .... 102,970 288,126 84,051 Accumulated deferred income taxes .... 1,572 .... .... .... Fuel inventory - at average cost 93,679 34,951 9,809 37,258 .... Materials and supplies - at average cost 425,357 (85,254) 80,682 100,018 77,389 Rate deferrals 16,581 (1) .... 5,606 .... Deferred nuclear refueling outage costs 46,544 (1) 23,541 .... 16,425 Prepayments and other 122,690 (70,387) 5,540 22,332 9,996 -------------------------------------------------------------------- Total 3,958,015 (736,219) 441,657 831,781 539,767 -------------------------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity 214 7,344,612 11,217 .... 14,230 Decommissioning trust funds 1,315,857 (448,615) 355,852 243,555 110,263 Non-utility property - at cost (less accumulated depreciation) 334,270 (108,423) 1,469 194,422 21,700 Non-regulated investments 331,604 (323,358) .... .... .... Other - at cost (less accumulated depreciation) 22,298 (4,440) 3,032 14,826 .... -------------------------------------------------------------------- Total 2,004,243 6,459,776 371,570 452,803 146,193 -------------------------------------------------------------------- Utility Plant: Electric 25,137,562 (971,952) 5,274,066 7,574,905 5,357,920 Plant acquisition adjustment 390,664 (390,364) .... .... .... Property under capital lease 769,370 1 40,289 38,564 238,427 Natural gas 190,989 (56,163) .... .... .... Construction work in progress 936,785 (572,178) 87,389 56,163 85,299 Nuclear fuel under capital leases 277,673 87,343 107,023 144,814 63,923 Nuclear fuel 157,603 (93,411) 6,720 57,472 .... -------------------------------------------------------------------- Total 27,860,646 (1,996,724) 5,515,487 7,871,918 5,745,569 Less - Accumulated depreciation and amortization 11,364,021 (4,382) 2,449,821 3,664,415 2,429,495 -------------------------------------------------------------------- Utility plant - net 16,496,625 (1,992,342) 3,065,666 4,207,503 3,316,074 -------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 980,266 12,608 162,952 403,934 204,810 Unamortized loss on reacquired debt 183,627 1 44,428 37,903 33,244 Deferred fuel costs 95,661 .... .... .... .... Other regulatory assets 792,515 9,448 221,805 169,405 50,881 Long-term receivables 29,575 11 .... 29,586 .... Accumulated Deferred Income Taxes .... .... .... .... .... Other 1,024,700 (902,583) 4,775 17,349 10,882 -------------------------------------------------------------------- Total 3,106,344 (880,515) 433,960 658,177 299,817 -------------------------------------------------------------------- Total $ 25,565,227 $ 2,850,700 $ 4,312,853 $ 6,150,264 $ 4,301,851 ====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Assets: Cash and cash equivalents: Cash $ 5,113 $ 6,302 $ 44 $ .... $ 811 Temporary cash investments - at cost which approximates market .... .... 202,174 26,933 918 Special deposits .... .... .... .... .... -------------------------------------------------------------------- Total cash and cash equivalents 5,113 6,302 202,218 26,933 1,729 -------------------------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... .... Notes receivable .... .... .... .... .... Accounts receivable: Customer 44,517 67,264 .... .... .... Allowance for doubtful accounts (1,044) (770) .... .... .... Associated companies 10,741 2,800 212,551 117,019 2,146 Other 9,964 3,709 2,194 2,012 .... Accrued unbilled revenues 33,600 26,838 .... .... .... -------------------------------------------------------------------- Total receivables 97,778 99,841 214,745 119,031 2,146 -------------------------------------------------------------------- Deferred fuel costs 64,950 28,234 .... .... .... Accumulated deferred income taxes .... .... .... .... 1,572 Fuel inventory - at average cost 3,436 4,204 .... .... .... Materials and supplies - at average cost 18,485 9,630 52,235 .... .... Rate deferrals .... 10,974 .... .... .... Deferred nuclear refueling outage costs .... .... 6,577 .... .... Prepayments and other 3,004 1,416 2,639 .... 411 -------------------------------------------------------------------- Total 192,766 160,601 478,414 145,964 5,858 -------------------------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity 5,531 3,259 .... 7,310,589 .... Decommissioning trust funds .... .... 157,572 .... .... Non-utility property - at cost (less accumulated depreciation) 6,851 .... .... .... .... Non-regulated investments .... .... .... .... .... Other - at cost (less accumulated depreciation) .... .... .... .... .... -------------------------------------------------------------------- Total 12,382 3,259 157,572 7,310,589 .... -------------------------------------------------------------------- Utility Plant: Electric 1,885,501 572,061 3,093,033 .... 12,076 Plant acquisition adjustment .... .... .... .... .... Property under capital lease 290 .... 449,851 .... .... Natural gas .... 134,826 .... .... .... Construction work in progress 44,085 36,489 24,029 .... 178 Nuclear fuel under capital leases .... .... 49,256 .... .... Nuclear fuel .... .... .... .... .... -------------------------------------------------------------------- Total 1,929,876 743,376 3,616,169 .... 12,254 Less - Accumulated depreciation and amortization 733,977 394,271 1,407,885 .... 10,977 -------------------------------------------------------------------- Utility plant - net 1,195,899 349,105 2,208,284 .... 1,277 -------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 25,544 .... 195,634 .... .... Unamortized loss on reacquired debt 15,122 974 51,957 .... .... Deferred fuel costs 95,661 .... .... .... .... Other regulatory assets 140,679 44,676 174,517 .... .... Long-term receivables .... .... .... .... .... Accumulated Deferred Income Taxes .... .... .... .... .... Other 5,886 616 8,172 58,571 .... -------------------------------------------------------------------- Total 282,892 46,266 430,280 58,571 .... -------------------------------------------------------------------- Total $ 1,683,939 $ 559,231 $ 3,274,550 $ 7,515,124 $ 7,135 ====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ASSETS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Current Assets: Cash and cash equivalents: Cash $ 463 $ 2,223 $ 20 $ 593 Temporary cash investments - at cost which approximates market 15,649 17,122 .... 23,134 Special deposits .... .... .... .... ----------------------------------------------------- Total cash and cash equivalents 16,112 19,345 20 23,727 ----------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... Notes receivable .... 62 .... 2,064 Accounts receivable: Customer .... .... .... .... Allowance for doubtful accounts .... .... .... (2,064) Associated companies 19,525 155,396 58,867 24,304 Other 1,913 21,530 1,594 41 Accrued unbilled revenues .... .... .... .... ----------------------------------------------------- Total receivables 21,438 176,926 60,461 22,281 ----------------------------------------------------- Deferred fuel costs .... .... .... .... Accumulated deferred income taxes .... .... .... .... Fuel inventory - at average cost 965 .... 72,958 .... Materials and supplies - at average cost 1,647 17 .... .... Rate deferrals .... .... .... .... Deferred nuclear refueling outage costs .... .... .... .... Prepayments and other 1,475 5,322 9 159 ----------------------------------------------------- Total 41,637 201,672 133,448 48,231 ----------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity .... .... .... .... Decommissioning trust funds .... .... .... .... Non-utility property - at cost (less accumulated depreciation) .... .... .... 1,405 Non-regulated investments .... .... .... 8,246 Other - at cost (less accumulated depreciation) .... .... .... .... ----------------------------------------------------- Total .... .... .... 9,651 ----------------------------------------------------- Utility Plant: Electric 144,727 226,897 24,424 .... Plant acquisition adjustment 300 .... .... .... Property under capital lease .... .... 1,950 .... Natural gas .... .... .... .... Construction work in progress 5,494 25,265 15 201 Nuclear fuel under capital leases .... .... .... .... Nuclear fuel .... .... .... .... ----------------------------------------------------- Total 150,521 252,162 26,389 201 Less - Accumulated depreciation and amortization 87,113 157,296 24,389 .... ----------------------------------------------------- Utility plant - net 63,408 94,866 2,000 201 ----------------------------------------------------- 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 .... .... .... .... Other .... 3,359 127 12,380 ----------------------------------------------------- Total .... 3,359 127 12,380 ----------------------------------------------------- Total $ 105,045 $ 299,897 $ 135,575 $ 70,463 =====================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (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 $ 464,215 $ (154,477) $ 100 $ 122,750 $ 35,088 Notes payable: Associated companies .... .... .... .... .... Other 388,023 (356) 667 .... .... Accounts payable: Associated companies .... 562,205 94,776 66,312 71,948 Other 1,204,227 (312,184) 231,313 258,529 144,841 Customer deposits 172,169 1 29,775 37,489 60,227 Taxes accrued 451,811 (134,314) 40,263 132,368 23,307 Accumulated deferred income taxes 225,649 (20) 55,127 94,032 20,545 Nuclear refueling outage costs 10,209 .... .... 10,209 .... Interest accrued 172,033 (2,109) 27,624 43,539 35,536 Obligations under capital leases 156,907 .... 45,962 42,524 34,274 Other 192,908 (9,781) 14,942 19,418 102,614 -------------------------------------------------------------------- Total 3,438,151 (51,035) 540,549 827,170 528,380 -------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 3,249,083 64,498 715,891 1,115,119 757,362 Accumulated deferred investment tax credits 494,315 (1) 88,264 171,000 117,393 SFAS 109 regulatory liability - net .... 12,607 .... .... .... Obligations under capital leases 201,873 (14) 101,350 53,512 29,649 FERC settlement - refund obligation 30,745 .... .... .... .... Other regulatory liabilities 218,172 (1) 84,642 16,916 12,442 Decommissioning 749,708 (453,907) .... 142,604 .... Transition to competition 191,934 .... 119,553 72,381 .... Regulatory reserves 396,789 (2,000) .... 60,965 11,456 Accumulated provisions 390,116 (138,751) 42,393 67,404 64,201 Other 853,137 (434,603) 64,267 98,501 61,724 -------------------------------------------------------------------- Total 6,775,872 (952,172) 1,216,360 1,798,402 1,054,227 -------------------------------------------------------------------- Long-term debt 7,732,093 (1,643,894) 1,239,712 1,808,879 1,276,696 Subsidiaries' preferred stock with sinking fund 65,758 .... .... 30,758 35,000 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000 Notes payable to associated companies .... .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund 334,688 .... 116,350 47,677 100,500 Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 248,094,614 shares 2,481 .... .... .... .... Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900 Paid-in capital 4,660,483 1,893,893 591,127 1,153,195 .... Capital stock expense and other .... 254,770 .... .... (2,171) Retained earnings 3,190,639 1,064,758 548,285 285,128 150,319 Cumulative foreign currency translation (73,998) .... .... .... .... Net unrealized investment losses (1,035) 1,035 .... .... .... Less - treasury stock at cost (28,490,031 shares in 2000) 774,905 .... .... .... .... -------------------------------------------------------------------- Total common shareholders' equity 7,338,353 5,497,801 1,256,232 1,600,055 1,337,548 -------------------------------------------------------------------- Total $ 25,565,227 $ 2,850,700 $ 4,312,853 $ 6,150,264 $ 4,301,851 ====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Liabilities: Currently maturing long-term debt $ .... $ .... $ 151,800 $ .... $ .... Notes payable: Associated companies .... .... .... .... .... Other .... .... .... 387,000 .... Accounts payable: Associated companies 92,980 24,637 2,722 2,206 223 Other 26,933 57,566 23,585 3,964 2,572 Customer deposits 26,368 18,311 .... .... .... Taxes accrued 31,862 5,823 68,530 13,123 .... Accumulated deferred income taxes 47,734 6,543 1,648 .... .... Nuclear refueling outage costs .... .... .... .... .... Interest accrued 13,099 6,119 44,007 .... .... Obligations under capital leases 79 .... 32,119 .... .... Other 2,540 3,211 1,674 10,542 5 -------------------------------------------------------------------- Total 241,595 122,210 326,085 416,835 2,800 -------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 306,295 43,754 391,505 .... 14 Accumulated deferred investment tax credits 19,408 5,868 89,516 .... .... SFAS 109 regulatory liability - net .... 12,607 .... .... .... Obligations under capital leases 211 .... 17,137 .... .... FERC settlement - refund obligation .... .... 30,745 .... .... Other regulatory liabilities .... 537 103,634 .... .... Decommissioning .... .... 153,197 .... .... Transition to competition .... .... .... .... .... Regulatory reserves .... .... 322,368 .... .... Accumulated provisions 6,806 8,471 689 .... 558 Other 31,339 12,356 15,394 93,588 2,763 -------------------------------------------------------------------- Total 364,059 83,593 1,124,185 93,588 3,335 -------------------------------------------------------------------- Long-term debt 584,467 199,031 930,854 .... .... 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 247,082,345 shares .... .... .... 2,481 .... Common stock of subsidiaries 199,326 33,744 789,350 .... 5 Paid-in capital .... 36,294 .... 4,660,483 995 Capital stock expense and other (59) .... .... .... .... Retained earnings 244,170 64,579 104,076 3,190,640 .... Cumulative foreign currency translation .... .... .... (73,998) .... Net unrealized investment losses .... .... .... .... .... Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... 774,905 .... -------------------------------------------------------------------- Total common shareholders' equity 493,818 154,397 893,426 7,004,701 1,000 -------------------------------------------------------------------- Total $ 1,683,939 $ 559,231 $ 3,274,550 $ 7,515,124 $ 7,135 ====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (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 .... .... .... .... Other .... .... .... .... Accounts payable: Associated companies 11,290 93,296 87,405 14,410 Other 8,137 124,222 8,621 1,760 Customer deposits .... .... .... .... Taxes accrued 956 5,798 1,451 (5,984) Accumulated deferred income taxes .... .... .... .... Nuclear refueling outage costs .... .... .... .... Interest accrued .... .... .... .... Obligations under capital leases .... .... 1,949 .... Other .... 6,987 442 20,752 ------------------------------------------------------ Total 20,383 230,303 99,868 30,938 ------------------------------------------------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 18,723 (20,710) 1,522 (15,894) Accumulated deferred investment tax credits .... 2,700 165 .... SFAS 109 regulatory liability - net .... .... .... .... Obligations under capital leases .... .... .... .... FERC settlement - refund obligation .... .... .... .... Other regulatory liabilities .... .... .... .... Decommissioning .... .... .... .... Transition to competition .... .... .... .... Regulatory reserves .... .... .... .... Accumulated provisions .... 50,974 .... 9,869 Other .... 36,610 .... 1,992 ------------------------------------------------------ Total 18,723 69,574 1,687 (4,033) ------------------------------------------------------ Long-term debt .... .... 34,000 14,560 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 247,082,345 shares .... .... .... .... Common stock of subsidiaries 55 20 20 57,400 Paid-in capital 112,282 .... .... .... Capital stock expense and other .... .... .... 257,000 Retained earnings (46,398) .... .... (285,402) Cumulative foreign currency translation .... .... .... .... Net unrealized investment losses .... .... .... .... Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... .... ------------------------------------------------------ Total common shareholders' equity 65,939 20 20 28,998 ------------------------------------------------------ Total $ 105,045 $ 299,897 $ 135,575 $ 70,463 ======================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (IN THOUSANDS) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Retained Earnings, January 1, 2000 $ 2,786,467 $ 811,560 $ 463,614 $ 202,782 $ 59,554 Add: Net Income (Loss) 679,294 599,119 137,047 180,343 162,679 Increase in Investment in subsidiary .... .... .... .... .... --------------------------------------------------------------------- Total 3,497,382 1,379,058 600,661 383,125 222,233 --------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock .... 31,558 7,776 9,933 9,514 Common stock 275,929 314,300 44,600 88,000 62,400 Capital stock and other expenses (807) 63 .... 64 .... Return of capital to parent .... .... .... .... .... --------------------------------------------------------------------- Total 306,743 314,300 52,376 97,997 71,914 --------------------------------------------------------------------- Retained Earnings, December 31, 2000 $ 3,190,639 $ 1,064,758 $ 548,285 $ 285,128 $ 150,319 =====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Retained Earnings, January 1, 2000 $ 226,567 $ 58,526 $ 102,131 $ 2,786,467 $ .... Add: Net Income (Loss) 38,973 16,518 93,745 679,294 .... Increase in Investment in subsidiary .... .... .... .... .... --------------------------------------------------------------------- Total 265,540 75,044 195,876 3,465,761 .... --------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock 3,370 965 .... .... .... Common stock 18,000 9,500 91,800 275,929 .... Capital stock and other expenses .... .... .... (808) .... Return of capital to parent .... .... .... .... .... --------------------------------------------------------------------- Total 21,370 10,465 91,800 275,121 .... --------------------------------------------------------------------- Retained Earnings, December 31, 2000 $ 244,170 $ 64,579 $ 104,076 $ 3,190,640 $ .... =====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (IN THOUSANDS) ENTERGY ENTERGY SYSTEM ENTERGY RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Retained Earnings, January 1, 2000 $ (53,649) $ .... $ .... $ (247,965) Add: Net Income (Loss) 7,251 .... .... (37,437) Increase in Investment in subsidiary .... .... .... .... ------------------------------------------------------- Total (46,398) .... .... (285,402) ------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock .... .... .... .... Common stock .... .... .... .... Capital stock and other expenses .... .... .... .... Return of capital to parent .... .... .... .... ------------------------------------------------------- Total .... .... .... .... ------------------------------------------------------- Retained Earnings, December 31, 2000 $ (46,398) $ .... $ .... $ (285,402) =======================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Electric $ 2,470,884 $ 3,552 $ 2,470,877 $ 3,535 $ 24 $ .... $ .... Natural gas 40,356 .... 40,356 .... .... .... .... Steam products .... .... .... .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,511,240 3,552 2,511,233 3,535 24 .... .... ------------------------------------------------------------------------------------------ Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 895,361 .... 895,361 .... .... .... .... Purchased power 455,300 .... 455,300 .... .... .... .... Nuclear refueling outage expense 16,663 .... 16,663 .... .... .... .... Other operation and maintenance 423,031 3,537 426,462 .... 106 .... .... Depreciation and decommissioning 195,422 27 192,957 2,023 469 .... .... Taxes other than income taxes 120,428 .... 120,428 .... .... .... .... Other regulatory charges (credits) (13,860) (27) (13,418) .... (469) .... .... Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,097,951 3,537 2,099,359 2,023 106 .... .... ------------------------------------------------------------------------------------------ Operating Income (loss) 413,289 15 411,874 1,512 (82) .... .... ------------------------------------------------------------------------------------------ Other Income: Allowance for equity funds used during construction 7,617 .... 7,617 .... .... .... .... Miscellaneous - net 15,063 3,123 14,976 (63) (112) 3,148 237 ------------------------------------------------------------------------------------------ Total 22,680 3,123 22,593 (63) (112) 3,148 237 ------------------------------------------------------------------------------------------ Interest and Other Charges: Interest on long-term debt 143,053 380 143,060 241 132 .... .... Other interest - net 8,458 .... 8,458 .... .... .... .... Distributions on preferred securities 7,438 .... 7,438 .... .... .... .... of subsidiary Allowance for borrowed funds used during construction (6,926) .... (6,926) .... .... .... .... ------------------------------------------------------------------------------------------ Total 152,023 380 152,030 241 132 .... .... ------------------------------------------------------------------------------------------ Income before income taxes 283,946 2,758 282,437 1,208 (326) 3,148 237 Income tax expense (benefit) 103,603 .... 102,094 1,304 (529) 666 68 ------------------------------------------------------------------------------------------ Net income 180,343 2,758 180,343 (96) 203 2,482 169 Preferred and preference dividend requirements 9,998 .... 9,998 .... .... .... .... ------------------------------------------------------------------------------------------ Earnings applicable to common stock $ 170,345 $ 2,758 $ 170,345 $ (96) $ 203 $ 2,482 $ 169 ==========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (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 $ 180,343 $ 2,758 $ 180,343 $ (96) $ 203 $ 2,482 $ 169 Noncash items included in net income Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... Reserve for regulatory adjustments (49,571) .... (49,571) .... .... .... .... Other regulatory charges (credits) (13,860) (27) (13,418) .... (469) .... .... Depreciation, amortization and decommissioning 195,422 27 192,957 2,023 469 .... .... Deferred income taxes and investment tax credits 54,279 .... 51,557 1,381 676 .... 665 Allowance for equity funds used during construction (7,617) .... (7,617) .... .... .... .... Gain on sale of assets (2,327) .... (2,327) .... .... .... .... Changes in working capital: Receivables (131,643) 4,794 (125,605) 131 (1,112) (304) 41 Fuel inventory 1,013 .... 1,013 .... .... .... .... Accounts payable 130,435 328 130,219 .... 23 520 1 Taxes accrued 30,570 (811) 32,561 (810) (80) (1,274) (638) Interest accrued 14,969 36 14,969 (86) 122 .... .... Deferred fuel (26,291) .... (26,291) .... .... .... .... Other working capital accounts 20,896 .... 20,896 .... .... .... .... Provision for estimated losses and reserves (1,991) .... (1,991) .... .... .... .... Changes in other regulatory assets (47,777) .... (47,777) .... .... .... .... Other 51,424 (7,105) 45,142 (2,537) 1 1,713 .... --------------------------------------------------------------------------------- Net cash flow provided by operating activities 403,880 .... 400,666 6 (167) 3,137 238 --------------------------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (277,635) .... (277,635) .... .... .... .... Allowance for equity funds used during construction 7,617 .... 7,617 .... .... .... .... Nuclear fuel purchases (34,735) .... (34,735) .... .... .... .... Proceeds from sale/leaseback of nuclear fuel 34,154 .... 34,154 .... .... .... .... Decommissioning trust contributions and realized change in trust assets (12,051) .... (12,051) .... .... .... .... Other regulatory investments (127,377) .... (127,377) .... .... .... .... --------------------------------------------------------------------------------- Net cash flow used by investing activities (410,027) .... (410,027) .... .... .... .... --------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 298,819 .... 298,819 .... .... .... .... Retirement of long-term debt (185) .... (185) .... .... .... .... Redemption of preferred stock (157,658) .... (157,658) .... .... .... .... Dividends paid: Common stock (88,000) .... (88,000) .... .... .... .... Preferred stock (10,862) .... (10,862) .... .... .... .... --------------------------------------------------------------------------------- Net cash flow used by financing activities 42,114 .... 42,114 .... .... .... .... --------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 35,967 .... 32,753 6 (167) 3,137 238 Cash and cash equivalents at beginning of year 32,312 .... 8,348 69 206 20,109 3,580 --------------------------------------------------------------------------------- Cash and cash equivalents at end of year $68,279 $ .... $ 41,101 $ 75 $ 39 $ 23,246 $ 3,818 =================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (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 $ 10,726 $ .... $ 10,590 $ 75 $ 39 $ 18 $ 4 Temporary cash investments - at cost which approximates market 57,553 .... 30,511 .... .... 23,228 3,814 -------------------------------------------------------------------------------------- Total cash and cash equivalents 68,279 .... 41,101 75 39 23,246 3,818 Notes receivable associated companies .... 1,663 1,663 .... .... .... .... Accounts receivable: Customer 125,412 .... 124,391 .... .... 1,021 .... Allowance for doubtful accounts (2,131) .... (2,131) .... .... .... .... Associated companies 27,660 1,048 25,378 1,755 .... 1,054 521 Other 22,837 .... 22,837 .... .... .... .... Accrued unbilled revenues 136,384 .... 136,384 .... .... .... .... Deferred fuel costs 288,126 .... 288,126 .... .... .... .... Fuel inventory - at average cost 37,258 .... 37,258 .... .... .... .... Materials and supplies - at average cost 100,018 .... 100,018 .... .... .... .... Rate deferrals 5,606 .... 5,606 .... .... .... .... Prepayments and other 22,332 26 20,544 288 252 1,274 .... -------------------------------------------------------------------------------------- Total 831,781 2,737 801,175 2,118 291 26,595 4,339 -------------------------------------------------------------------------------------- Other Property and Investments: Decommissioning trust funds 243,555 .... 243,555 .... .... .... .... Non-utility property - at cost 194,422 185,270 .... 8,504 648 .... (less accumulated depreciation) Other 14,826 51,446 66,272 .... .... .... .... -------------------------------------------------------------------------------------- Total 452,803 51,446 495,097 .... 8,504 648 .... -------------------------------------------------------------------------------------- Utility Plant: Electric 7,574,905 .... 7,506,017 68,888 .... .... .... Property under capital lease 38,564 .... 38,564 .... .... .... .... Natural gas 56,163 .... 56,163 .... .... .... .... Construction work in progress 144,814 .... 144,814 .... .... .... .... Nuclear fuel under capital leases 57,472 .... 57,472 .... .... .... .... -------------------------------------------------------------------------------------- Total 7,871,918 .... 7,803,030 68,888 .... .... .... Less - Accumulated depreciation and 3,664,415 .... 3,613,282 51,133 .... .... .... amortization -------------------------------------------------------------------------------------- Utility plant - net 4,207,503 .... 4,189,748 17,755 .... .... .... -------------------------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 403,934 .... 403,934 .... .... .... .... Unamortized loss on reacquired debt 37,903 .... 37,903 .... .... .... .... Other regulatory assets 169,405 .... 169,405 .... .... .... .... Long-term receivables 29,586 .... 29,586 .... .... .... .... Other 17,349 .... 17,349 .... .... .... .... -------------------------------------------------------------------------------------- Total 658,177 .... 658,177 .... .... .... .... -------------------------------------------------------------------------------------- TOTAL $6,150,264 $ 54,183 $ 6,144,197 $ 19,873 $ 8,795 $ 27,243 $ 4,339 ======================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (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 $ 122,750 $ .... $ 122,750 $ .... $ .... $ .... $ .... Notes payable - associated companies .... 1,690 .... 1,690 .... .... .... Accounts payable: Associated companies 66,312 1,256 67,045 1 519 .... 3 Other 258,529 .... 258,485 .... .... 44 .... Customer deposits 37,489 .... 37,489 .... .... .... .... Taxes accrued 132,368 (290) 132,716 .... .... .... (638) Accumulated deferred income taxes 94,032 .... 94,032 .... .... .... .... Nuclear refueling reserve 10,209 .... 10,209 .... .... .... .... Interest accrued 43,539 203 43,538 82 122 .... .... Obligations under capital leases 42,524 .... 42,524 .... .... .... .... Other 19,418 .... 19,418 .... .... .... .... ---------------------------------------------------------------------------------------- Total 827,170 2,859 828,206 1,773 641 44 (635) ---------------------------------------------------------------------------------------- Deferred Credits: Accumulated deferred income taxes 1,115,119 .... 1,115,760 1,132 (1,248) (425) (100) Accumulated deferred investment tax credits 171,000 .... 171,000 .... .... .... .... Obligations under capital leases 53,512 .... 53,512 .... .... .... .... Other regulatory liabilities 16,916 .... 16,916 .... .... .... .... Decommissioning 142,604 .... 142,604 .... .... .... .... Transition to competition 72,381 .... 72,381 .... .... .... .... Regulatory reserves 60,965 .... 60,965 .... .... .... .... Accumulated provisions 67,404 .... 67,404 .... .... .... .... Other 98,501 .... 90,756 .... 7,745 .... .... ---------------------------------------------------------------------------------------- Total 1,798,402 .... 1,791,298 1,132 6,497 (425) (100) ---------------------------------------------------------------------------------------- Long-term debt 1,808,879 .... 1,807,371 .... 1,508 .... .... Preferred stock with sinking fund 30,758 1,508 32,266 .... .... .... .... 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 47,677 .... 47,677 .... .... .... .... 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 1,153,195 96,838 1,153,196 10,341 .... 40,466 46,030 Capital stock expense and other .... .... .... .... .... .... .... Retained earnings 285,128 (47,160) 285,128 6,602 148 (12,942) (40,968) ---------------------------------------------------------------------------------------- Total 1,600,055 49,816 1,600,056 16,968 149 27,624 5,074 ---------------------------------------------------------------------------------------- TOTAL $6,150,264 $ 54,183 $ 6,144,197 $ 19,873 $ 8,795 $ 27,243 $ 4,339 ========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (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, 2000 $ 202,782 $ (49,918) $ 202,782 $ 6,698 $ (55) $ (15,424) $ (41,137) Add: Net Income (Loss) 180,343 2,758 180,343 (96) 203 2,482 169 ------------------------------------------------------------------------------------------ Total 383,125 (47,160) 383,125 6,602 148 (12,942) (40,968) ------------------------------------------------------------------------------------------ Deduct: Dividends declared on: Preferred and preference stock 9,933 .... 9,933 .... .... .... .... Common stock 88,000 .... 88,000 .... .... .... .... Capital stock and other expenses 64 .... 64 .... .... .... .... ------------------------------------------------------------------------------------------ Total 97,997 .... 97,997 .... .... .... .... ------------------------------------------------------------------------------------------ Retained Earnings, December 31, 2000 $ 285,128 $ (47,160) $ 285,128 $ 6,602 $ 148 $ (12,942) $ (40,968) ==========================================================================================
THE ARKLAHOMA CORPORATION STATEMENT OF OPERATIONS AND RETAINED EARNINGS YEARS ENDED NOVEMBER 30, 2000 AND 1999 (IN THOUSANDS) 2000 1999 Revenues - Interest income $12 $10 - Other - - ---- ---- Total 12 10 Expenses - Administrative and general 8 8 - Other - - ---- ---- Total 8 8 ---- ---- Income before Federal and state income taxes 4 2 Federal and state income taxes - - ---- ---- Net Income 4 2 ---- ---- Retained Earnings - beginning of year 313 311 Less: Dividends Declared - - ---- ---- Retained Earnings - end of year $317 $313 ==== ==== The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED NOVEMBER 30, 2000 and 1999 (IN THOUSANDS) 2000 1999 OPERATING ACTIVITIES: Net Income $4 $2 Cumulative effect of a Change in Accounting for Income Taxes - - Changes in working capital: Accounts receivable (61) - Accounts payable (10) 2 ---- ---- Net cash flow used by operating activities (67) 4 ---- ---- Net (decrease) in cash and cash equivalents (67) 4 Cash and cash equivalents at beginning of year 126 122 ---- ---- Cash and cash equivalents at end of year $59 $126 ==== ==== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for income taxes $ - $ - The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION BALANCE SHEETS NOVEMBER 30, 2000 AND 1999 (IN THOUSANDS) ASSETS 2000 1999 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 59 126 Accounts receivable - associated companies 61 - ------ ------ Total 120 126 ------ ------ Total $433 $439 ====== ====== CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $100 par value, authorized 12,000 shares; issued and outstanding, 500 shares $50 $50 Retained earnings 317 313 ------ ------ Total 367 363 ------ ------ Current Liabilities: Other accounts payable 6 6 Accounts payable - associated companies - 10 ------ ------ Total 6 16 ------ ------ Deferred Credits: Deferred Income Taxes (SFAS 109) 60 60 ------ ------ Total $433 $439 ====== ====== The accompanying notes to financial statements are an integral part of these balance sheets. THE ARKLAHOMA CORPORATION NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 AND 1999 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 $662,700 and $689,000 in fiscal years 2000 and 1999, 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. 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. 3. 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. 4. 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 carryforwards 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.