U5S 1 a11902.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 2001 Filed Pursuant to the Public Utility Holding Company Act of 1935 by ENTERGY CORPORATION 639 Loyola Avenue New Orleans, Louisiana 70113 TABLE OF CONTENTS PAGE ITEM TITLE NUMBER 1 System Companies and Investments Therein as of December 31, 2001 1 2 Acquisitions or Sales of Utility Assets 16 3 Issue, Sale, Pledge, Guarantee or Assumption of System Securities 16 4 Acquisition, Redemption or Retirement of System Securities 20 5 Investments in Securities of Non-System Companies 21 6 Officers and Directors 22 7 Contributions and Public Relations 60 8 Service, Sales and Construction Contracts 62 9 Wholesale Generators and Foreign Utility Companies 65 10 Financial Statements and Exhibits 68 Signatures 85 (Page left blank intentionally)
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Corporation (2, 7) Entergy Arkansas, Inc. (Entergy Arkansas) (2, 3, 4) 46,980,196 100 $1,227,823 $1,227,823 The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 216 $ 216 Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,643,453 $2,017,552 Varibus LLC, formerly Varibus Corporation (Varibus) 100,000 100 $ 5,677 $ 5,677 Prudential Oil and Gas LLC, formerly Prudential Oil and 11,537 100 $ 5,291 $ 5,291 Gas, Inc. (POG) Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ (536) $ (536) GSG&T Inc. (GSG&T) 25,000 100 $ 19,547 $ 19,547 Entergy Louisiana, Inc. (Entergy Louisiana) (2, 3) 165,173,180 100 $1,227,503 $1,227,503 Entergy Mississippi, Inc. (Entergy Mississippi) (2, 3) 8,666,357 100 $ 460,375 $ 460,375 Jackson Gas Light Company (5) 360 100 $ - $ - Entergy Power & Light Company (5) 75 100 $ - $ - The Light, Heat, and Water Company of Jackson, Mississippi (5) 75 100 $ - $ - Entergy New Orleans, Inc. (Entergy New Orleans) (2, 3) 8,435,900 100 $ 130,657 $ 130,657 System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 890,681 $ 890,681 Entergy Services, Inc. (Entergy Services) (2) 2,000 100 $ 20 $ 20 Entergy Operations, Inc. (Entergy Operations) (2) 1,000 100 $ 1,000 $ 1,000 Entergy Power, Inc. 11,000 100 $ 50,634 $ 50,634 Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 70,207 $ 70,207 Entergy Retail Holding Company *** 1,000 100 $ 25,087 $ 11,895 Entergy Retail Texas, Inc. *** 1,000 100 $ 657 $ 631 Entergy Solutions Ltd. *** 1% General - $ 1,156 $ 144 Partner Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000's) (000's) Entergy Solutions Supply Ltd. *** 1% General - $ 2,151 $ 22 Partner Interest Entergy Solutions Ltd. *** 99% Limited - $ 1,156 $ 14,245 Partner Interest Entergy Solutions Supply Ltd. *** 99% Limited - $ 2,151 $ 2,129 Partner Interest Entergy Retail Louisiana LLC-A *** 100% Member 100 $ 7,027 $ 7,034 Interest Entergy Solutions Management Services LLC 100% Member 100 $ 7,001 $ 7,001 Interest Entergy PTB Holding Company (7) 1,000 100 $ 7,960 $ 1,027 Entergy Select LLC (7) 100% Member 100 $ 75 $ 75 Interest Entergy Solutions Essentials Ltd (7) 1% General 1 $ 423 $ 5 Partner Interest Entergy Solutions Select Ltd. (7) 1% General 1 $ 80 $ 70 Partner Interest Entergy Solutions Essentials, Ltd (7) 99% Limited 99 $ 423 $ 6,916 Partner Interest Entergy Solutions Select, Ltd. (7) 99% Limited 99 $ 80 $ 446 Partner Interest Entergy Ventures Holding Company, Inc. 1,000 100 $ 4,812 $ 4,812 Entergy MHK Investments LLC 100% Member 100 $ - $ - Interest Entergy Commerce, Inc. 1,000 100 $ 1,348 $ 1,348 Entergy MHK Retail LLC 100% Member 100 $ 83 $ 83 Interest Entergy Resources, Inc. 1,000 100 $ - $ -
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Operations Services, Inc. (EOSI) 3,000 100 $ 3,775 $ 3,775 Entergy Power Gas Holdings Corporation 1,000 100 $ 3,326 $ 3,030 Entergy Power Technologies Corporation 1,000 100 $ (216) $ (216) Entergy Power Gas Operations Corporation 800 100 $ 3,591 $ 3,671 Entergy Procurement Exchange Holding Corporation 1 100 $ 5,471 $ 5,449 Entergy Holdings Inc. (EHI) *** 3,000 100 $ 5,829 $ 3,809 Entergy Business Solutions, LLC *** 100% Member 100 $ (997) $ 5 Interest Entergy Thermal, LLC *** 100% Member 100 $ 16,082 $ 17,000 Interest Entergy Thermal-UNO, LLC (7) 100% Member 100 $ - $ - Interest Entergy Nuclear, Inc. (ENI) *** 3,000 100 $ 12,304 $ 9,269 TLG Services, Inc. *** 5 100 $ 1,552 $ 4,578 Entergy Nuclear Holding Company # 1 (ENHC #1) (6) 3,000 75 $ 147,105 $ 271,594 Entergy Nuclear Generation Corporation (ENGC) (6) *** 1 100 $ 174,454 $ 89,222 Entergy Nuclear New York Investment Company I (6) *** 1,000 100 $ (34,331) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 134,705 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 80,796 $ 11,678 Interest Entergy Nuclear New York Investment Company II (6) *** 1,000 100 $ (34,562) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 134,705 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 80,796 $ 11,678 Interest Entergy Nuclear Holding Company # 2 *** 1,000 100 $ 2 $ 2 Entergy Nuclear Operations, Inc. *** 1,000 100 $ 1 $ 1 Entergy Nuclear Fuels Company *** 1,000 100 $ 1 $ 1
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Nuclear Holding Company 3,000 100 $ 100,001 $ 104,712 Entergy Nuclear Holding Company # 3 *** 2,200 100 $ 100,001 $ 100,001 Entergy Nuclear New York Investment Company III *** 2,200 100 $ 89,599 $ 100,001 Entergy Nuclear Indian Point 2 LLC (6) *** 100% Member 100 $ 643,598 $ 633,583 Interest Entergy Indian Point Peaking Facility, LLC (7) 100% Member 100 $ - $ - Interest Entergy Nuclear Vermont Investment Company (7) 1,000 100 $ 1 $ 1 Entergy Nuclear Vermont Yankee, LLC (7) 100% Member 100 $ 1 $ 1 Interest Entergy Nuclear Finance Holding, Inc. (7) 740 100 $ 46,029 $ 52,000 Entergy Nuclear Finance, Inc. (7) 1,000 100 $ 542,029 $ 535,050 Entergy Technology Holding Company (ETHC) *** 10 100 $ 9,458 $ 14,641 Entergy Technology Corporation (ETC) *** 10 100 $ 12,193 $ 7,010 Entergy Wireless, Inc. (*) 10 100 $ - $ - EWO Marketing Holding, LLC , formerly EWO Marketing 20% Member 20 $ 125,283 $ 125,283 Holding, Inc. Interest Entergy International Holdings Ltd. LLC 100% Member 100 $ 813,297 $ 861,272 Interest Entergy International Ltd. LLC (6) 100% Member 100 $ 863,965 $ 863,965 Interest Entergy International Investments No. 2 Ltd., LLC *** 100% Member 100 $ 390,403 $ 485,988 Interest Entergy UK Holdings Limited *** 307,310 100 $ 513,975 $ 505,981 Entergy UK Limited *** 307,310 100 $ 941,706 $ 507,236 Entergy UK Enterprises Limited (6) *** 574,000 100 $ 1,017,553 $ 947,444 EWO Holdings Inc.(6) 8,000 25 $ 257,982 $ 7,894 Entergy US DB I LLC 6,587,940 100 $ 3,390 $ 2,915 Entergy AUS DB I Pty Limited * 3,163,044 >1 $ - $ -
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy US DB IV LLC 658,912,260 100 $212,994 $171,876 Entergy Australia DB II Pty Limited * 40,000 100 $ - $ - Entergy Australia DB I Pty Limited * 316,447,786 <99 $ - $ - Entergy Australia DB I A Pty Limited (6)* 40,000 100 $ - $ - Entergy Victoria , Inc. 311,584 100 $ 8,734 $ 16 Entergy Australia DB I Pty Limited * 10,000 >1 $ - $ - Entergy Global Investments, Inc. *** 1,000 100 $115,064 $115,064 Entergy Nuclear Holding Company #1 (6) 1,000 25 $147,105 $ 50,000 Entergy Power Development Corporation (6) 10,959 15 $171,579 $ 47,147 Entergy Power Generation Corporation (6) Non-voting - $237,587 $214,000 common stock Entergy Marketing Corporation (7) 1,000 100 $640,164 $418,405 EWO Marketing Holding, LLC , formerly EWO 80% Member 80 $516,269 $516,269 Marketing Holding, Inc. Interest EWO Marketing, LP 99% Limited - $ 18,563 $ 18,563 Partner Interest EWO GP LLC 100% Member - $ 1 $ 1 Interest EWO Marketing, LP 1% General - ** ** Partner Interest Entergy Power International Holding Corp. 7,920 95.9 436,680 417,817 EK Holding I, LLC (7) 100% Member 100 $628,184 $420,679 Interest EWO Wind II, LLC (7) 100% Member 100 $ 1 $ 1 Interest EWO Wind I LLC (7) 100% Member 100 $ (110) $ 1 Interest Northern Iowa Windpower, LLC (6,7) 99% Member 99 $ 78,465 $ 77,501 Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy-Koch, LP (7) 48.5% - $ 1,024,857 $ 590,379 Limited Partner Interest GS Pipeline Company, LLC (7) 100% Member 100 $ 9,607 $ 9,607 Interest Gulf South Pipeline Company, LP (7) 1% General 100 $ 960,792 $ 9,607 Partner Interest Gulf Pines Pipeline Company, LP (7) 1% General 100 $ - $ - Partner Interest Gulf South Pipeline Company, LP(7) 99% Limited - $ 960,792 $ 951,185 Partner Interest Gulf Pines Pipeline Company, LP(7) 99% Limited - $ - $ - Partner Interest Entergy-Koch Trading, LP (7) 99% Limited - $ 443,053 $ 438,622 Partner Interest EGT Holding, Ltd. (6,7) 100% 100 $ 27,708 $ 27,708 Entergy-Koch Trading, Ltd. (7) 100% 100 $ 4,431 $ 4,431 Entergy-Koch Trading GmbH (7) 100% 100 $ (1,855) $ (1,855) Entergy-Koch Trading Europe, Ltd. (7) 100% Member 100 $ 27,678 $ 27,678 Interest EKT, LLC(7) 100% Member 100 $ 4,431 $ 4,431 Interest Entergy-Koch Trading, LP (7) 1% General 50 $ 443,053 $ 4,431 Partner Interest EK Holding II, LLC (7) 100% Member 100 $ 12,858 $ 11,287 Interest Entergy-Koch LP (7) 1% Limited - $ 1,024,857 $ 12,080 Partner Interest EK Holding III, LLC (7) 100% Member 100 $ 6,424 $ 5,515 Interest EKLP, LLC (7) 50% Member 50 $ 10,248 $ 4,311 Interest Entergy-Koch, LP (7) 1% General 100 $ 1,024,857 $ 1,010 Partner Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Generation Corporation (6) 1,000 100 $ 237,587 $ 22,828 EAL Power Generation, LLC 100% Member 100 $ - $ - Interest Entergy Power Crete Corporation 1,000 100 $ 57,384 $ 57,384 Crete Energy Ventures, LLC 50% Member 50 $ 26,430 $ 13,215 Interest Crete Turbine Holdings, LLC 50% Member 50 $ 86,378 $ 43,189 Interest Hawkgen I, Inc. (7) 1,000 100 $ 1 $ 1 Hawkeye Generating, LLC (7) 50% Member 50 $ 1 $ 1 Interest Hawkgen II, Inc. (7) 1,000 100 $ 1 $ 1 Hawkeye Generating, LLC (7) 50% Member 50 $ 1 $ 1 Interest Entergy Power Clay County Corporation I 1,000 100 $ 1 $ 1 Clay County Power LLC 50% Member 50 $ - $ - Interest Entergy Power Clay County Corporation II 1,000 100 $ 1 $ 1 Clay County Power LLC 50% Member 50 $ - $ - Interest Entergy Power DeSoto County Ventures, Inc. 1,000 100 $ 3,247 $ 3,247 DeSoto County Generating Company, LLC 100% Member 100 $ - $ - Interest Entergy Power Ventures Corp. I 1,000 100 $ (1) $ (1) Entergy Power Ventures L.P. 1% General 100 $ (1) $ (125) Partner Interest Entergy Power Ventures Corp. II 1,000 100 $ (126) $ (126) Entergy Power Ventures L.P. 99% Limited - $ (124) $ (125) Partner Interest Entergy Power Warren Corporation I 10,000 100 $ 33,694 $ 33,694 Warren Power, LLC (6) 100% Member 100 $ 33,449 $ 33,449 Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Fairfield Corporation * 1,000 100 $ 1,085 $ 1,085 Entergy Power Freestone Corporation* 1,000 100 $ 4 $ 4 Entergy Global Power Operations Corporation 1,000 100 $ 6,824 $ 6,824 Entergy Power Operations U.S., Inc. 1,000 100 $ 188 $ 188 Entergy Power Operations Corporation (6) 1,000 100 $ 6,085 $ 6,085 Entergy Power Operations Damhead Creek Limited 99% Limited - $ - $ - Partnership (6) Partner Interest Entergy Power Operations Damhead Creek Corporation (6) 999 99.9 $ 4 $ 4 Entergy Power Operations Damhead Creek Limited 1% General 100 $ - $ - Partnership (6) Partner Interest Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 7,121 $ 7,121 Entergy Power Operations U.K., Limited (6) 1,000 100 $ 6,619 $ 6,619 Entergy Power Operations Pakistan LDC (*) 190 95 $ 116 $ 110 EN Services I Corporation (7) 1,000 100 $ 1 $ 1 EN Services, L.P. (7) 99% Limited $ 1 $ 1 Partner - Interest EN Services II Corporation (7) 1,000 100 $ 1 $ 1 EN Services, L.P. (7) 1% General 100 $ 1 $ 1 Partner Interest Entergy Global Trading Holdings, Ltd. *** 1,000 100 $ 23,157 $ 23,157 Entergy Power International Holding Corp. 337 4.1 $ 435,680 $ 13,070 Entergy Power Development Corporation (6) 62,100 85 $ 234,745 $238,331 Entergy Power Operations Pakistan LDC (6) 10 5 $ 116 $ 6 Maritza East III Power Company AD (6) 816 51 $ 1 $ 1 Entergy Power Holdings Maritza B.V. (6) (7) 100 100 $ 8 $ 8 Maritza East 3 Operating Company AD (6) (7) 495 99 1 1
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Holdings Turkey B.V. (7) 20 100 $ 9 $ 9 Entergy Power Netherlands B.V. (7) 20,000 100 $ 8 $ 8 Entergy Pakistan, Ltd. (6) 378 100 $ 3,461 $ 3,461 Entergy Power Asia, Ltd. (6) 1,002 100 $ (1,720) $ (1,720) Entergy Power Saltend Holding, Ltd. 4,716,700 100 $146,585 $ 146,585 Entergy Power Saltend, Ltd. 48,147 100 $140,590 $ 146,590 Entergy Power Europe Holding, Ltd. (6) 1,000 100 $ 62 $ 62 Entergy Power Damhead Creek Holding II, Ltd. (6) 1 .01 $ 24,647 $ 2 Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 47.84 $ 24,641 $ 11,788 Entergy Power Damhead Creek Holding II, Ltd. (6) 999 99.9 $ 24,647 $ 24,622 Entergy Power Properties (Kingsnorth), Ltd. 5,002 100 $ (7) $ (7) Entergy Power Damhead Creek Holding III, Ltd. (6) 2,000 100 $ 70,002 $ 70,002 Damhead Creek Holding Limited (6) 2 100 $ 53,485 $ 53,485 Damhead Creek Limited (6) 1,200,101 100 $ 67,445 $ 67,445 Damhead Creek Finance Ltd. (6) 200 100 $ (7) $ (7) Entergy Power Operations Damhead Creek Corporation (6) 1 0.1 $ 4 $ - Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1 Entergy Power Damhead Finco LLC (6) 1% Member 1 $ (599) $ (6) Interest Entergy Power Damhead Finco LLC (6) 99% Member 99 $ (599) $ (593) Interest Entergy Power Damhead Finco 1 (6) 1,000 100 $ 24 $ 24 Damhead Finance LDC (6) 10 1 $ 100 $ 1 Damhead Finance (Netherlands Antilles) N.V. (6) 60 1 $ 41 $ 40 Damhead Finance (Netherlands) B.V. (6) 4 1 $ 17 $ -
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Damhead Finco 2 (6) 1,000 100 $ 96 $ 96 Damhead Finance LDC (6) 990 99 $ 100 $ 99 Damhead Finance (Netherlands Antilles) N.V. (6) 5,940 99 $ 41 $ 40 Damhead Finance (Netherlands) B.V. (6) 396 99 $ 17 $ 17 Entergy Power Operations Damhead 1 0.1 $ 4 $ - Creek Corporation (6) EWO Holdings Inc. (6) 46,824.74 75 $ 257,982 $ 88,436 Entergy Power Damhead Creek Holding I, Ltd. (6) 2,181 52.16 $ 24,641 $ 12,853 Latin America Holding I, Ltd. (6) 53,101 60.27 $ 28,715 $ 28,715 Latin America Holding II, Ltd. (6) 100 100 $ - $ - Entergy Power Peru, S.A. (6) 1 1 $ 146,460 $ 1,465 Entergy Power Chile S.A. (6) 100 1 $ 8,536 $ 85 Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,703 $ 3,703 Entergy Power Chile, S.A. (6) 6,558,511 99 $ 8,536 $ 8,451 Inversiones Electricas Quillota SA(6) 608,681 50.1 CP 14,761,592 CP 3,173,742 Compania Electrica San Isidro SA(6) 1,025,001 25.1 CP 29,477,896 CP 14,768,426 Entergy S.A. (6) 2,207,699 99 $ 11,190 $ 11,190
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power BJE Holding, Ltd.(*) 200 100 $ 2,743 $ 2,743 Bon Jardim Energetica, LTDA. (*) 344,847 99.9 $ 1,933 $ 1,933 Entergy do Brazil LTDA(*) 2,299,999 99.9 $ 58 $ 58 Entergy Power BJE, Ltd. (*) 1,000 100 $ - $ - Bon Jardim Energetica, LTDA (*) 3,483 .1 $ 1,933 $ - Entergy do Brazil LTDA (*) 1 .1 $ 58 $ - EP Edegel, Inc. (6) 2,000 100 $ 213,389 $ 213,389 EWO Holdings Inc. (6) 81,800 - $ 257,982 $ 154,454 Entergy Power Peru, S.A. (6) 425,702,300 99 $ 146,460 $ 144,995 Generandes Peru S.A. (6) 425,714,721 38.127 SL 1,962,615 SL 681,027 Edegel SA (6) 1,414,557,369 63.556 SL 2,808,772 SL 1,935,244 Entergy Power Maritza Holding, Inc.(*) 1,100 100 $ 1 $ 1 Entergy Power Maritza Holding I, Ltd. (*) 200 100 $ - $ - Entergy Power Maritza Holding II, Ltd. (*) 200 100 $ - $ - Entergy Power Maritza Holding Limited (*) 999 99.9 $ 1 $ 1 Entergy Power Maritza Holding III, Ltd. (*) 100 100 $ - $ - Entergy Power Maritza Holding Limited(*) 1 .1 $ - $ - Entergy Power Netherlands Company BV 400 100 $ 754 $ 754 Entergy Power Projects Italia, S.R.L. 200,000 1 $ 505 $ 5 Entergy Power Development Italia S.r.L. (7) 100 1 $ 111 $ 1 Entergy Power Rinnovabli S.r.L. (7) 100 1 $ (23) $ - Entergy Power Services Italia, S.r.L. 200,000 1 $ 297 $ 3
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Sabinas Power Company BV (6) 400 100 $ 749 $ 749 Maritza East 3 Operating Company AO (6)(7) 5 1 - - Entergy Power Projects Italia, S.r.L. 19,800,000 99 $ 505 $ 500 Entergy Power Development Italia S.r.L. (7) 9,900 99 $ 111 $ 110 Entergy Power Rinnovabli S.r.L. (7) 9,900 99 $ (23) $ (23) Entergy Power Services Italia, S.r.L. 19,800,000 99 $ 297 $ 294 Entergy Power Argentina, Ltd. * 1,000 100 $ (17) $ (17) Entergy Power Generation Argentina LDC * 999 99.9 $ (7) $ (7) Entergy Power Nogales SRL * 1 0.1 $ - $ - Entergy Power Transmission Argentina SRL * 1 0.1 $ - $ - Entergy Power Generation Argentina SRL * 11,999 99.9 $ 2 $ 2 Entergy Power Nogales, Ltd. * 1,000 100 $ (14) $ (14) Entergy Power Nogales LDC * 999 99.9 $ (7) $ (7) Entergy Power Nogales SRL * 11,999 99.9 $ - $ - Entergy Power Generation Argentina SRL * 1 0.1 $ 2 $ - Entergy Power Cayman Investments, Ltd. * 1 100 $ (3) $ (3) Entergy Power Generation Argentina LDC * 1 0.1 $ (7) $ - Entergy Power Nogales LDC * 1 0.1 $ (7) $ - Entergy Power Transmission Argentina LDC * 1 0.1 $ (4) $ - Entergy Power Transmission Argentina, Ltd. * 1,000 100 $ (10) $ (10) Entergy Power Transmission Argentina LDC * 999 99.9 $ (4) $ (4) Entergy Power Transmission Argentina SRL * 11,999 99.9 $ - $ - Entergy Power Services Poland Spolka z.o.o. * 1,000 100 $ - $ - Entergy Australia Generation Holdings, Ltd. * 1,000 100 $ 921 $ 921 Entergy Australia Generation, Ltd. * 1,000 100 $ (7) $ (7)
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Power Value Value Owned (000s) (000s) Entergy Power Holding Espana SL 63,126 100 $ (364) $ (364) Entergy Power Development Espana SL 3,006 100 - - Entergy Power Projects Espana SL 3,006 100 $ (8) $ (8) Entergy Power Castelnou SL (7) 60,120 100 $ 36 $ 36 Entergy Power Holdings USA Corporation 1,000 100 $ (1,860) $ (1,860) Entergy Power RS Corporation 1,000 100 $ (1,860) $ (1,860) RS Cogen LLC 50% Member 50 $ (1,146) $ (573) Interest Entergy Turbine Holding QF, LLC * 100% Member 100 $ - $ - Interest Entergy Turbine Holding Louisiana, LLC * 100% Member 100 $ - $ - Interest Entergy Power E & C Corporation 1,000 100 $ 1,199 $ 1,199 Entergy Power E & C Holdings, LLC 100% Member 100 $ 1,205 $ 1,205 Interest EntergyShaw, LLC 50% Member 50 $ 2,628 $ 1,314 Interest
* Inactive ** Less than $1,000 *** These companies and their subsidiaries are accounted for on a cost basis, and "Issuer Book Value" is at 100%. (SL) Peruvian Soles (CP) Chilean Peso NOTES (1) Pursuant to the General Instructions to Form U5S, the companies listed in the table, together with System Fuels, Inc. (SFI or System Fuels), are collectively defined herein as "System Companies" and individually as a "System Company". (2) During 2001, Entergy Corporation, Entergy Services, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Fuels, System Energy, and Entergy Operations participated in a joint money pool arrangement whereby those companies with available funds made short-term loans to certain System Companies having short-term borrowing requirements. As of December 31, 2001, Entergy Arkansas, Entergy Operations, Entergy Corporation, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy had total investments in the money pool in the amounts of $147,325,948, $947,915, $18,346,480, $171,292,979, $23,603,408, $71,236,390, $57,014,904, and $85,771,957, respectively. Entergy Services and System Fuels had total borrowings in the money pool in the amounts of $65,210,500 and $27,741,561, respectively. The unborrowed balance in the money pool amounted to $482,587,919 as of December 31, 2001, and was invested in high quality commercial paper and certificates of deposit. (3) The percentage ownership of System Fuels' common stock is held as follows: 35% by Entergy Arkansas, 33% by Entergy Louisiana, 19% by Entergy Mississippi and 13% by Entergy New Orleans. The numbers of common shares owned and the book values to both the issuer and owners are as follows: Entergy Arkansas, 70 shares - $7,000; Entergy Louisiana, 66 shares - $6,600; Entergy Mississippi, 38 shares - $3,800; and Entergy New Orleans, 26 shares - $2,600. Under a loan agreement, System Fuels had borrowings outstanding from its parent companies to finance its fuel supply business. As of December 31, 2001, approximate loans to System Fuels from its parent companies were as follows: Entergy Arkansas $11.0 million; Entergy Louisiana, $14.2 million; Entergy Mississippi, $5.5 million; and Entergy New Orleans, $3.3 million. These loans mature in 2008. (4) The Capital Stock of The Arklahoma Corporation (ARKCO) is owned in the proportions of 47%, 5%, and 48%, respectively, by Entergy Arkansas, Oklahoma Gas and Electric Company and Southwestern Electric Power Company. ARKCO owns an electric transmission line that is leased to these three companies. Information covering ARKCO is included herein pursuant to the instructions for Form U5S. Entergy Arkansas is exempted from holding company status under the Public Utility Holding Company Act of 1935 ("Act") (except with regard to section 9(a)(2) of the Act) pursuant to the provisions of Reg. 250.2(a)(2). (5) Inactive companies held to preserve franchises. (6) See Items 5 and 9 and Exhibit I for information regarding direct and indirect holdings in Exempt Wholesale Generators ("EWG") and Foreign Utility Companies ("FUCO"). (7) During 2001, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate gas-fired power generation facilities in the United States that would qualify as EWGs: Hawkgen I, Inc. (under Delaware law, on September 20, 2001); Hawkgen II, LLC (under Delaware law, on September 20, 2001); Hawkeye Generating, LLC (under Delaware law, on September 20, 2001); and Entergy Indian Point Peaking Facility, LLC (under Delaware law, on December 11, 2001). During 2001, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate power generation facilities in foreign countries that would qualify as FUCOs: Entergy Power Holdings Turkey B.V. (under The Netherlands law, on January 22, 2001); Entergy Power Netherlands B.V. (under The Netherlands law, on January 22, 2001); Entergy Power Holdings Maritza B.V. (under The Netherlands law, on May 18, 2001); Maritza East 3 Operating Company AD. (under Bulgaria law, on August 2, 2001); Entergy Power Development Italia S.r.l. (under Italian law, on August 7, 2001); and Entergy Power Rinnovabli S.r.l. (under Italian law, on August 7, 2001). During 2001, Entergy Corporation organized the following direct or indirect subsidiary company for the production, sale and distribution of thermal energy products as permitted under Rule 58: Entergy Thermal-UNO, LLC (under Delaware law, on July 16, 2001). On January 31, 2001, Entergy Corporation indirectly acquired a 50% interest in Entergy-Koch, LP, a Delaware limited partnership organized on January 11, 2001 to hold certain non-utility energy related assets of Entergy Corporation and Koch Energy, Inc., and their respective subsidiary companies. During 2001, Entergy Corporation organized and/or capitalized the following indirect subsidiary companies as "New Subsidiaries" pursuant to the Commission's June 22, 1999 Order (HCAR No. 27039), for the purpose of, directly or indirectly, acquiring general partner or limited partner interests in Entergy-Koch, LP: EK Holding I, LLC (organized under Delaware law, May 24, 2000; capitalized, January 24, 2001), EK Holding II, LLC (organized under Delaware law, May 24, 2000; capitalized, January 24, 2001), and EK Holding, III (organized under Delaware law and capitalized, February 20, 2001) and EKLP, LLC (organized under Delaware law, January 11, 2001; capitalized January 31, 2001). During 2001, Entergy Corporation organized Entergy Marketing Corp. as a "New Subsidiary" pursuant to the Commission's June 22, 1999 Order (HCAR No. 27039 ) for the purpose of acquiring, directly and indirectly, (i)100% of the partnership interests in EWO Marketing, LP, an "energy-related company" formed pursuant to Rule 58, and (ii) an indirect partial ownership interest in Entergy-Koch, LP. In connection with its investment in Entergy-Koch, LP, on January 31, 2001, Entergy Corporation contributed its ownership interest in Entergy Power Marketing Corporation ("EPMC") to Entergy-Koch, LP and, on the same date, Koch Energy, Inc. contributed its ownership interest in Koch Energy Trading, Inc. ("KET") to Entergy- Koch, LP. EPMC and KET were concurrently merged into an energy marketing and trading company, known as Entergy-Koch Trading, LP, a Delaware limited partnership, which was initially organized by Koch Energy, Inc. on January 11, 2001. EKT, LLC, a Delaware limited liability company, was also organized by Koch Energy, Inc. on January 11, 2001, to acquire a 1% general partner interest in Entergy-Koch Trading, LP. On January 31, 2001, Entergy Corporation indirectly acquired a 50% ownership interest in EKT, LLC and Entergy-Koch Trading, LP, as a result of its investment in Entergy Koch, LP. In connection with its investment in Entergy-Koch, LP, on January 31, 2001, Entergy Corporation contributed its ownership interest in EGT Holding, Ltd, a foreign utility company, to Entergy-Koch, LP (together with its ownership interest in Entergy Trading and Marketing, Ltd, a wholly owned subsidiary company of EGT Holding, Ltd., and Entergy Trading and Marketing, Ltd's subsidiary company, Entergy Strom Und Gas GmbH, each of which is engaged in the energy trading and marketing business). Entergy Trading and Marketing, Ltd., and Entergy Strom Und Gas GmbH subsequently changed their names to Entergy-Koch Trading Ltd. and Entergy-Koch Trading GmbH, respectively. Also, on August 16, 2001, Entergy-Koch Trading, Ltd. organized a new subsidiary, Entergy-Koch Trading Europe, Ltd., formed under UK law to provide support services to Entergy- Koch Trading, Ltd and Entergy-Koch Trading GmbH. During 2001, as a result of its investment in Entergy-Koch, LP, Entergy Corporation indirectly acquired a 50% ownership interest in (i) Gulf South Pipeline Company, LP, a Delaware limited partnership organized by Koch-Energy, Inc. on December 27, 2000, to own and operate the Gulf South Pipeline (f/k/a the Gateway Pipeline) and (ii) in GS Pipeline Company, LLC, a Delaware limited liability company, organized by Koch Energy, Inc. on December 27, 2000 to acquire a 1% general partner interest in Gulf South Pipeline Company, LP. Gulf South Pipeline Company, LP and GS Pipeline Company, LLC were contributed by Koch Energy, Inc. to Entergy-Koch, LP on January 31, 2001, and Entergy Corporation acquired its indirect ownership interest in those entities on that date. Additionally, on August 25, 2001, Entergy-Koch, LP organized Gulf Pines Pipeline Company, LP, a new indirect subsidiary company, as a Delaware limited partnership for the purpose of constructing and operating an extension to the Gulf South pipeline. During 2001, Entergy Corporation organized the following direct or indirect subsidiary company principally to acquire nuclear power facilities that would qualify as EWGs: Entergy Nuclear Vermont Investment Co. (under Delaware Law, January 11, 2001); and Entergy Nuclear Vermont Yankee, LLC (under Delaware Law, as amended on January 12, 2001). During 2001, Entergy Corporation organized or acquired the following direct or indirect subsidiary companies principally to develop, acquire, and/or hold potential investments in nuclear power facilities that qualify as EWGs: Entergy Nuclear Finance Holding, Inc. (under Delaware Law, August 17, 2001); Entergy Nuclear Finance, Inc. (under Delaware Law, August 17, 2001). During 2001, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, acquire, and/or hold potential investments in wind power facilities that qualify as EWGs: EWO Wind II, LLC (under Delaware Law, November 15, 2001); EWO Wind I, LLC (under Delaware Law, November 15, 2001); and Northern Iowa Windpower, LLC (under Delaware Law, November 15, 2001). During 2001, Entergy Corporation organized the following direct or indirect subsidiary companies (I) to engage in the retail energy service business and the marketing of electric energy, as permitted under Rule 58: Entergy Solutions Essentials Ltd. (under Texas Law, June 4, 2001) and Entergy Solutions Select Ltd. (under Texas Law, March 6, 2001); and (ii) to, directly or indirectly, acquire ownership interests in such companies: Entergy PTB Holding Company (under Delaware Law, March 1, 2001) and Entergy Select LLC (under Delaware Law, March 1, 2001). ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS There are no transactions to report under this item. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES In July 2001, Entergy Arkansas issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $100,000,000, 6.18% Series, due July 1, 2005. In February 2001, Entergy New Orleans issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $30,000,000, 6.65% Series, due March 1, 2004. In July 2001, Entergy Power Generation Corporation issued and sold, pursuant to the exemption provisions of Rule 52, 87 shares of its Class B non-voting common stock to Entergy Global Investments, Inc., for a purchase price of $87,000,000. On November 13, 2001, Entergy Power Generation Corporation issued and sold, pursuant to the exemption provisions of Rule 52, unsecured notes to Entergy Corporation in an aggregate principal amount of $116,693,032.60. On November 15, 2001, Entergy Global Investments, Inc. issued and sold, pursuant to the exemption provisions of Rule 52, unsecured notes to Entergy Corporation, evidencing borrowings in the principal amount of $92,500,000. On September 5, 2001, Entergy Nuclear Finance Holding, Inc. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Corporation, in an aggregate principal amount of $513,100,000. On March 4, 2001, Entergy Global Investments, Inc. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to EK Holding I, LLC, evidencing borrowings in the principal amount of $98,000,000. During 2001, Entergy Global Investments, Inc. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Nuclear Operations Inc., evidencing borrowings in the principal amount of $30,000,000. On October 5, 2001, Entergy Nuclear Indian Point 2 LLC issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Global Investments, Inc., evidencing borrowings in the principal amount of $10,000,000. On September 14, 2001, Entergy International Holdings Ltd., LLC. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Power Fairfield Corporation, evidencing borrowings in the principal amount of $7,000,000. During 2001, Entergy Nuclear Operations, Inc. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Corporation, evidencing borrowings in the principal amount of $5,994,415. In July 2001, Entergy-Koch, LP issued and sold in a negotiated private placement, pursuant to exemption provisions of Rule 52, unsecured Senior Notes, for an aggregate net purchase price of $296,100,000. The Senior Notes bear interest at a rate per annum of 6.90% and mature on August 1, 2011. During 2001, Entergy Power International Holdings Corporation issued unsecured notes to Entergy Global Investments, Inc. in an aggregate face amount of $6,500,000. At December 31, 2001, the outstanding principal amount due on such notes was $1,987,750, with the highest outstanding balance $1,987,750 being on December 31, 2001. These notes were issued pursuant to the exemption provisions of Rule 52. In December 2001, Entergy Power Ventures, L.P. issued a secured note to Entergy Power Ventures Corp. evidencing borrowings in the principal amount of $36,100,000. This note was issued pursuant to the exemption provisions of Rule 52. In January 2001, the following reportable transactions took place in connection with Entergy Corporation's investment in Entergy-Koch, L.P., each of which was exempt pursuant to Rule 52: EK Holding I, LLC issued a secured note (the "EK Holding Notes") to Entergy Power International Holdings Corporation in the principal amount of $106,000,000; Entergy Power International Holdings Corporation issued an unsecured note to EK Holding I, LLC in the principal amount of $106,000,000; EK Holding I, LLC assigned its obligations under the EK Holding Note to Entergy-Koch, L.P.; and EK Holding I, LLC guaranteed to Entergy-Koch, L.P. payment of all obligations under the EK Holding Note. On December 17, 2001, Entergy Power Generation Corporation issued and sold, pursuant to exemption provisions of Section 32 and/or Rule 52, unsecured notes to Entergy Global Investments, Inc. in an aggregate principal amount of $32,500,000. On December 7, 2001, Entergy Power Generation Corporation issued and sold, pursuant to exemption provisions of Section 32 and/or Rule 52, unsecured notes to Entergy Nuclear Finance Holdings, Inc. in an aggregate principal amount of $192,000,000. On October 5, 2001, Entergy Nuclear Indian Point 2 LLC issued and sold, pursuant to exemption provisions of Section 32 and/or Rule 52, unsecured notes to Entergy Global Investments, Inc. in an aggregate principal amount of $10,000,000. On September 5, 2001, Entergy Nuclear New York Investment Company III, Inc. issued and sold, pursuant to exemption provisions of Rule 52, unsecured notes to Entergy Nuclear Finance, Inc., evidencing borrowings in the principal amount of $525,000,000. On September 24, 2001, Entergy International Holdings Ltd. LLC issued and sold, pursuant to exemption provisions of Section 33 and/or Rule 52, unsecured notes to EWO Holdings, Inc. in an aggregate principal amount of $8,000,000. In December, 2001, Entergy Corporation issued a guaranty of the obligations of EWO Wind I LLC (subject to a $95 million limit of liability) under a Loan Agreement. As of December 31, 2001, the total outstanding indebtedness under the Loan Agreement was $78,566,378. In the first quarter of 2001, Entergy-Koch Trading LP (formerly Axia Energy, LP), an energy-related company, issued limited partnership and general partnership interests to Entergy Power International Holding Corp., through subsidiaries, for a total consideration of $114,200,000. This transaction was exempt pursuant to Rule 58. In the first quarter of 2001, EWO Marketing L.P., an energy- related company, issued a limited partnership interest to EWO Marketing Holding, Inc. for a total consideration of $990. This transaction was exempt pursuant to Rule 58. In the first quarter of 2001, EWO Marketing L.P., an energy- related company, issued a general partnership interest to EWO GP LLC for a total consideration of $10. This transaction was exempt pursuant to Rule 58. In the first quarter of 2001, EWO GP LLC, an energy-related company, issued a limited partnership interest to EWO Marketing Holding, Inc. for a total consideration of $10. This transaction was exempt pursuant to Rule 58. In the second quarter of 2001, Entergy Solutions Select LTD., an energy-related company, issued a limited partnership interest to Entergy PTB Holding Company, Inc. for a total consideration of $990. This transaction was exempt pursuant to Rule 58. In the second quarter of 2001, Entergy Solutions Select LTD., an energy-related company, issued a general partnership interest to Entergy Select, LLC for a total consideration of $10. This transaction was exempt pursuant to Rule 58. In the second quarter of 2001, Entergy Solutions Essentials LTD., an energy-related company, issued a limited partnership interest to Entergy PTB Holding Company, Inc. for a total consideration of $990. This transaction was exempt pursuant to Rule 58. In the second quarter of 2001, Entergy Solutions Essentials LTD., an energy-related company, issued a general partnership interest to Entergy Select, LLC for a total consideration of $10. This transaction was exempt pursuant to Rule 58. In the third quarter of 2001, Entergy Thermal-UNO, LLC, an energy- related company, issued a member interest to Entergy Corporation. This transaction was exempt pursuant to Rule 58. Reference is hereby made to the companies identified in Footnote (7) of Item 1 and the corresponding table in Item 1 for information regarding additional equity securities issued during 2001. In addition to the foregoing, as of December 31, 2001, Entergy had issued direct and indirect guarantees, assumptions of liability, securities or indemnifications for the benefit of various of its subsidiary companies in the aggregate amount of $21,263,384, pursuant to Rule 45(b)(6), as follows:
Entity Recording Benefit Amount of Explanation of Indemnity of ETR Indemnity Indemnity Entergy Services, Inc. $10,000,000 Arkansas WC Self Insurance/Ark. WC Commission Entergy Mississippi, Inc. $8,565,384 Carolyn Hayes Appeal Bond/Supreme Court State of MS Entergy Louisiana, Inc $650,000 City of Haynesville Appeal Bond/Second Judicial Court, Louisiana Entergy Mississippi, Inc. $665,000 Brenda Bolden Appeal Bond/Circuit Court Sunflower County, MS Entergy Louisiana, Inc $78,000 Dudley Pillow Appeal Bond/Sixth Judicial District Court, Louisiana Entergy Nuclear Indian Point 2, LLC $15,000 Town of Woodbury, NY/Special Use Permit Bond Entergy Services, Inc. $100,000 Worker's Compensation Self Insurance/State of Louisiana Entergy Operations, Inc. $100,000 Worker's Compensation Self Insurance/State of Louisiana Entergy New Orleans, Inc. $100,000 Worker's Compensation Self Insurance/State of Louisiana Entergy Arkansas, Inc. $200,000 Worker's Compensation Self Insurance/State of Arkansas Entergy Services, Inc. $200,000 Worker's Compensation Self Insurance/State of Arkansas Entergy Operations, Inc. $200,000 Worker's Compensation Self Insurance/State of Arkansas Entergy Services, Inc. $250,000 Worker's Compensation Self Insurance/State of Mississippi System Energy Resources, Inc. & Entergy $250,000 Worker's Compensation Self Operations, Inc. Insurance/State of Mississippi Entergy Mississippi, Inc. $250,000 Worker's Compensation Self Insurance/State of Mississippi ----------- Total indemnification amount $21,623,384 ===========
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 2001 Name of Company Number of Shares Holding Company Name of Issuer Acquiring, Redeeming or Principal Amount Act Exemption or and Security or Retiring Securities Acquired Redeemed Retired Consideration Release Number ENTERGY CORPORATION Common Stock ENTERGY CORPORATION - 989,100 - $ 36,895,352 Reg. 250.42 ENTERGY GULF STATES Preferred Stock* ENTERGY GULF STATES - 49,237 - $ 4,923,786 See Exhibit F Long-Term Debt* $ 124,829,490 $ 124,829,490 See Exhibit F ENTERGY LOUISIANA Preferred Stock* ENTERGY LOUISIANA - 350,000 - $ 35,000,000 See Exhibit F Long-Term Debt* $ 35,087,756 $ 35,087,756 See Exhibit F SYSTEM ENERGY Long-Term Debt* SYSTEM ENERGY - - $ 151,799,831 $ 151,799,831 See Exhibit F
* See annexed schedules (Exhibit F) which identify the amount acquired, redeemed or retired for each series or issue.
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES (1) Investments In Persons Operating Within Retail Service Area of Owner Amount of Name of Owner Number of Persons and Description Investment Entergy ECD Investments, LLC (A business development $896,508 Enterprises, Inc. and finance organization serving poverty- stricken areas in western Mississippi, eastern Arkansas, and northeastern Louisiana) Entergy Louisiana, ECD Investments, LLC BIDCO Corporation (a $1,500,000 Inc. certified Louisiana Capital Company pursuant to R.S. 51:1922 et seq. and a licensed Louisiana Business and Industrial Corporation, pursuant to the Louisiana Business and Industrial Development Corporation Act, R.S. 51:2386 et seq.)
(2) Other Investments Number of % of Name of Issuer and a Description Shares Voting Carrying Value Entergy Arkansas Capital Avenue Development Company Limited N/A - $ 2,976,050 (limited partnership engaged in the business Partnership Of constructing, owning, maintaining, Interest operating and leasing a 40-story commercial office building) Entergy S.A. Central Costanera S.A. Capital stock 8,081,160 6.00 CP 20,549,117 (Owner of a 2,100 MW fossil-fuel steam electric interest generating facility located in Buenos Aires, Argentina) Central Costanera Central Termoelectric Buenos Aires, S.A. Capital stock 3,301,378 7.80 N/A S.A. (Owner of a 220 MW combined-cycle gas turbine interest located at the Central Costanera Power Plant in Buenos Aires, Argentina) Entergy Australia United Energy Limited (An electric distribution Common stock 1,000 - $ 1,929 DB 1A Pty Limited utility serving customers in the State of Victoria, Australia) Entergy MHK MyHomeKey.com, Inc. (Engaged in the business of Series D 1,197,263 - - Investments LLC owning/operating an internet portal, bringing preferred stock together buyers and sellers of home products and services, including electricity and gas) Entergy Pantellos Corporation (An exempt Common stock 450,783 4.9 $4,439,000 Procurement telecommunications company) ($0.01 par) Exchange Holding Corporation Entergy-Koch Tradespark, L.P. (A leading electronic energy Approximately - - $2,500,000 Trading LP commodity marketplace for North America 5.53% Limited wholesale transactions in natural gas, Partner Interest electricity, coal, sulfur dioxide and nitrogen dioxide emission allowances and weather financial products) Entergy Nuclear Private Fuel Storage, LLC ( a Company formed to Approximately - 9.9 - Indian Point 2 LLC finance and develop a spent nuclear fuel 12.9% Member storage facility for use by its Member Interest Companies, as well as, third parties to the extent of any excess storage capacity) EGT Holding, Ltd. Scottish & Southern Energy, plc (A vertically Common stock 3,424 - - integrated energy company operating in the U.K.) Entergy Louisiana, Louisiana Energy Services, L.P. (a limited Approximately - - $1,300,000 Inc. partnership formed to develop a 1.5 million 3.97% Limited separative work unit (SWU)/year centrifuge Partner Interest uranium enrichment plant)
ITEM 6. OFFICERS AND DIRECTORS ITEM 6. Part I - Names, Addresses, and Positions Held ETR = Entergy Corporation EAI = Entergy Arkansas, Inc. EGSI = Entergy Gulf States, Inc. ELI = Entergy Louisiana, Inc. EMI = Entergy Mississippi, Inc. ENOI = Entergy New Orleans, Inc. ESI = Entergy Services, Inc. ERHC = Entergy Retail Holding Company EPE&C = Entergy Power E&C Corporation As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C J. Wayne Anderson VP 639 Loyola Avenue DGC New Orleans, LA 70113 Kay Kelley Arnold VP 425 W. Capitol Little Rock, AR 72201 Michael D. Bakewell VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Maureen S. Bateman D 225 Franklin Street Boston, MA 02101 Joseph L. Blount VP 1340 Echelon Parkway S Jackson, MS 39213 W. Frank Blount D 15 Piedmont Center, Suite 100 Atlanta, GA 30305 Tracie L. Boutte VP 1600 Perdido Street New Orleans, LA 70112 S.M. Henry Brown, Jr. VP 1776 Eye St., NW Suite 275 Washington, D.C. 20006 James D. Bruno VP VP VP 446 North Boulevard Baton Rouge, LA 70802 Theodore Bunting VP 639 Loyola Avenue New Orleans, LA 70113 Elaine E. Coleman VP 1600 Perdido Street New Orleans, LA 70053 E. Renae Conley P P 4809 Jefferson Hwy. CEO CEO Jefferson, LA 70121 D COB Bill F. Cossar VP 308 E. Pearl Street Jackson, MS 39201
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C Robert L. Cushman VP 20 Greenway Plaza Houston, TX 77046 George W. Davis D 136 Fishers Shore Road Columbia, SC 29223 Simon deBree D HET Overloon 1/6411 TE Heerlen, The Netherlands James M. DeLong VP 10055 Grogans Mill Road The Woodlands, TX 77380 Leo P. Denault VP 639 Loyola Avenue New Orleans, LA 70113 Joan Dobrzynski D 300 Delaware Avenue Wilmington, DE 19801 Joseph F. Domino P 350 Pine Street CEO Beaumont, TX 77701 COB Murphy A. Dreher VP VP VP 446 North Boulevard Baton Rouge, LA 70802 Johnny D. Ervin VP 639 Loyola Avenue New Orleans, LA 70113 Kent R. Foster VP 425 W. Capitol Little Rock, AR 72201 Norman C. Francis D One Drexel Drive New Orleans, LA 70125 Frank F. Gallaher SVP P-FOT P-FOT P-FOT P-FOT P-FOT P-FOT 639 Loyola Avenue New Orleans, LA 70113 Janice C. George VP 639 Isbell Road Reno, Nevada 89509 David C. Harlan VP 639 Loyola Avenue New Orleans, LA 70113 Curtis L. Hebert, Jr. EVP EVP 639 Loyola Avenue New Orleans, LA 70113 Randall W. Helmick VP VP VP 446 N. Boulevard Baton Rouge, LA 70802 Joseph T. Henderson SVP SVP SVP SVP SVP SVP SVP 10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Parkwood II Building The Woodlands, TX 77380
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C Donald C. Hintz P D D D D D P D 639 Loyola Avenue COB New Orleans, LA 70113 Jill I. Israel VP 639 Loyola Avenue GA New Orleans, LA 70113 Jerry D. Jackson EVP EVP 639 Loyola Avenue New Orleans, LA 70113 Francis B. Jacobs, II VP 300 Delaware Avenue S Suite 900 Wilmington, DE 19801 Ray J. Johnson, Jr. VP 639 Loyola Avenue CIO New Orleans, LA 70113 John T. Kennedy VP 425 W. Capitol 40th Floor Little Rock, AR 72201 James F. Kenney VP 10055 Grogan's Mill Road Suite 300 The Woodlands, TX 77380 Doris J. Krick D 639 Isbell Road Reno, Nevada 89509 Nathan E. Langston SVP SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO CAO New Orleans, LA 70113 Kimberly Y. Lee VP 639 Loyola Avenue New Orleans, LA 70113 Peter H. Lendrum VP 639 Loyola Avenue New Orleans, LA 70113 J. Wayne Leonard CEO CEO 639 Loyola Avenue D New Orleans, LA 70113 Robert v.d. Luft COB 639 Loyola Avenue New Orleans, LA 70113 William E. Madison SVP SVP SVP SVP SVP SVP 639 Loyola Avenue New Orleans, LA 70113 Phillip R. May VP 639 Loyola Avenue New Orleans, LA 70113 J. Parker McCollough VP 919 Congress Avenue Suite 740 Austin, TX 78701
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C Hugh T. McDonald P 425 W. Capitol Avenue CEO Little Rock, AR 72201 COB Steven C. McNeal VP VP VP VP VP VP VP VP P 639 Loyola Avenue T T T T T T T T T New Orleans, LA 70113 D Eduardo Melendreras VP VP 4809 Jefferson Hwy. Jefferson, LA 70121 Nancy C. Morovich VP 639 Loyola Avenue New Orleans, LA 70113 Kathleen A. Murphy D 68 Saddle Rock Road Stamford, CT 06902 Paul W. Murrill D 206 Sunset Blvd. Baton Rouge, LA 70808 James J. Mutch VP 10055 Grogan's Mill Road TheWoodlands, TX 77380 James M. Neikirk VP 639 Loyola Avenue New Orleans, LA 70113 James R. Nichols D 50 Congress Street, Suite 832 Boston, MA 2109 Daniel F. Packer P 1600 Perdido Street COB New Orleans, LA 70112 CEO William A. Percy, III D 1200 Old Leland Road Greenville, MS 38701 Tom D. Reagan VP 639 Loyola Avenue New Orleans, LA 70113 Dennis H. Reilley D 39 Old Ridgebury Road Danbury, CT 06810 Deanna D. Rodriguez VP 639 Loyola Avenue New Orleans, LA 70113 Carolyn C. Shanks P 308 E. Pearl Street CEO Jackson, MS 32901 COB Richard J. Smith GP D D D D D D P 639 Loyola Avenue GP GP GP GP GP GP CEO New Orleans, LA 70113 D Wm. Clifford Smith D P.O. Box 2266 Houma, LA 70361
As of December 31, 2001 ETR EAI EGSI ELI EMI ENOI ESI ERHC EPE&C James Snider D 308 E. Pearl Street Jackson, MS 39201 Bismark A. Steinhagen D 3850 IS 10 South Beaumont, TX 77720-0037 Wade H. Stewart VP VP VP 4809 Jefferson Highway Jefferson, LA 70121 O. H. "Bud" Storey, III VP D 425 W. Capitol DGC Little Rock, AR 72201 Michael G. Thompson EVP EVP EVP EVP EVP EVP EVP EVP 639 Loyola Avenue S S S S S S S CLO New Orleans, LA 70113 GC GC GC GC GC GC GC Arthur E. F. Wiese VP 639 Loyola Avenue New Orleans, LA 70113 C. John Wilder EVP EVP EVP EVP EVP EVP EVP EVP 639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO CFO New Orleans, LA 70113 D D D D D D D Thomas J. Wright SVP 639 Loyola Avenue New Orleans, LA 70113 Jerry W. Yelverton EVP D 1340 Echelon Parkway CNO Jackson, MS 39213 John H. Zemanek VP 639 Loyola Avenue New Orleans, LA 70113
COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President CIO = Chief Information Officer P-FOT = President-Fossil Operations CNO = Chief Nuclear Officer and Transmission CPO = Chief Procurement Officer SVP = Senior Vice President CRO = Chief Risk Officer EVP = Executive Vice President T = Treasurer VP = Vice President S = Secretary D = Director GC = General Counsel GTC = General Tax Counsel CLO = Chief Legal Officer DGC = Deputy General Counsel GP = Group President GA = General Auditor
SERI = System Energy Resources, Inc. POGI = Prudential Oil and Gas, LLC EOI = Entergy Operations, Inc. VARI = Varibus, LLC EPI = Entergy Power, Inc. EPGHC= Entergy Power Gas Holdings Corp. SFI = System Fuels, Inc. GSG&T= GSG&T, Inc. ERI = Entergy Resources, Inc. SGRC = Southern Gulf Railway Company As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC Craig G. Anderson VP 1448 S. R. 333 Russellville, AR 72802 Joseph L. Blount S S 1340 Echelon Parkway Jackson, MS 39213 William R. Campbell VP 1340 Echelon Parkway Jackson, MS 39213 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers P 20 Greenway Plaza CEO Houston, TX 77046 D Robert J. Cushman VP VP 20 Greenway Plaza Houston, TX 77046 Leo P. Denault M 639 Loyola Avenue New Orleans, LA 70113 Deborah S. Dudenhefer M 639 Loyola Avenue New Orleans, LA 70113 William A. Eaton VP P.O. Box 756 Port Gibson, MS 39150 Randall K. Edington VP 5485 U. S. Highway 61 St. Francisville, LA 70775 Patricia A. Galbraith M 639 Loyola Avenue New Orleans, LA 70113 Janice C. George VP 639 Isbell Road Reno, Nevada 89509 Joseph T. Henderson SVP SVP SVP SVP SVP M SVP SVP 10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Parkwood II Building The Woodlands, TX 77380 John T. Herron VP 17265 River Road Killona, LA 7066 Paul D. Hinnenkamp VP 5485 U. W. Hwy. 61 St. Francisville, LA 70775
As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC Donald C. Hintz D D D D D D 639 Loyola Avenue New Orleans, LA 70113 James F. Kenney P M P P 10055 Grogan's Mill Road CEO CEO CEO Suite 300 COB COB COB The Woodlands, TX 77380 Doris J. Krick D 639 Isbell Road Reno, Nevada 89509 Nathan E. Langston SVP SVP SVP M SVP SVP 639 Loyola Avenue CAO CAO CAO CAO CAO New Orleans, LA 70113 William E. Madison SVP 639 Loyola Avenue New Orleans, LA 70113 J. Thomas McClain VP 20 Greenway Plaza Houston, TX 77046 John R. McGaha P 1340 Echelon Pkwy Jackson, MS 39286 Steven C. McNeal VP VP T VP VP M M P VP VP 639 Loyola Avenue T T T T T T T New Orleans, LA 70113 D Frederick F. Nugent GC 20 Greenway Plaza Houston, TX 77046 Geoffrey D. Roberts P 20 Greenway Plaza CEO Houston, TX 77046 D Christopher T. Screen M 639 Loyola Avenue New Orleans, LA 70113 James W. Snider D 308 E. Pearl Street Jackson, MS 39201 Gary J. Taylor SVP 1340 Echelon Parkway COO Jackson, MS 39213 Michael G. Thompson EVP EVP VP M M EVP EVP 639 Loyola Avenue D S S S S New Orleans, LA 70113 S Murry Weaver VP 20 Greenway Plaza Houston, TX 77046 Paul J. Wielgus VP 20 Greenway Plaza Houston, TX 77046
As of December 31, 2001 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC C. John Wilder EVP EVP D EVP D M EVP EVP 639 Loyola Avenue CFO CFO CFO CFO CFO New Orleans, LA 70113 D D D D D Jerry W. Yelverton COB COB 1340 Echelon Parkway P CEO Jackson, MS 39213 CEO COB = Chairman of the Board CAO= Chief Accounting Officer CEO = Chief Executive Officer CFO= Chief Financial Officer P = President COO= Chief Operating Officer SVP = Senior Vice President T = Treasurer EVP = Executive Vice President S = Secretary VP = Vice President GTC= General Tax Counsel D = Director GC = General Counsel M = Manager GP = Group President
EEI = Entergy Enterprises, Inc. EOSI = Entergy Operations Services, Inc. EHI = Entergy Holdings, Inc. ENI = Entergy Nuclear, Inc. EPDC = Entergy Power Development Corporation EPGC = Entergy Power Generation Corporation EPEHC = Entergy Procurement Exchange Holding Corporation EWO = EWO Marketing Holding LLC EGTH = Entergy Global Trading Holdings LTD ETUNO = Entergy Thermal - UNO, LLC As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO Robert M. Bellamy VP 600 Rocky Hill Road Duxburg, MA 02331 Christopher J. Bernard D 20 Greenway Plaza S Houston, TX 77046 Garth Brett VP VP Equitable House GM 47 King William Street London, UK ECAR9JD John E. Carlson M 1661 Gravier Street New Orleans, LA 70112 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers SVP SVP SVP 20 Greenway Plaza CDO CDO Houston, TX 77046 Robert J. Cushman VP VP VP VP 20 Greenway Plaza Houston, TX 77046 Leo P. Denault P 639 Loyola Avenue CEO New Orleans, LA 70113 Joan Dobrzynski D 300 Delaware Avenue Wilmington, DE 19801 Frank F. Gallaher COB 639 Loyola Avenue CEO New Orleans, LA 70113 P Turgay Gurun VP VP Equitable House 47 King William Street London, EC4R 9JD Joseph T. Henderson SVP SVP SVP SVP SVP SVP D 10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC Parkwood II Building The Woodlands, TX 77380 Donald C. Hintz D D D D D D 639 Loyola Avenue New Orleans, LA 70113
As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO C. Randy Hutchinson SVP 1340 Echelon Parkway Jackson, MS 39213 Francis B. Jacobs, II VP 300 Delaware Ave, 9th Floor S Wilmington, DE 19801 Margarita G. Jannasch VP VP VP 20 Greenway Plaza Houston, TX 77046 Michael R. Kansler SVP 440 Hamilton Avenue COO White Plains, NY 10601 Danny R. Keuter VP 1340 Echelon Parkway Jackson, MS 39213 Thomas S. LaGuardia VP 148 New Milford Road East Bridgewater, CT 06752 Nathan E. Langston SVP SVP SVP 639 Loyola Avenue CAO CAO CAO New Orleans, LA 70113 J. Wayne Leonard P 639 Loyola Avenue COB New Orleans, LA 70113 J. Thomas McClain M 20 Greenway Plaza Houston, TX 77046 Steven C. McNeal VP VP VP VP VP VP VP T 639 Loyola Avenue T T T T T T T New Orleans, LA 70113 Robert A. Malone VP VP 20 Greenway Plaza Houston, TX 77046 Elizabeth Martin VP 639 Loyola Avenue New Orleans, LA 70113 Robert J. Moore VP VP VP 20 Greenway Plaza Houston, TX 77046 James M. Neikirk P 639 Loyola Avenue New Orleans, LA 70113 Frederick F. Nugent VP VP VP VP 20 Greenway Plaza GC GC Houston, TX 77046 Danny L. Pace VP 440 Hamilton Street White Plains, NY 10601 Geoffrey D. Roberts P P P P 20 Greenway Plaza CEO D D D Houston, TX 77046 D
As of December 31, 2001 EEI EOSI EHI ENI EPDC EPGC EPEHC EWO EGTH ETUNO Stanley A. Ross VP 20 Greenway Plaza Houston, TX 77046 Eric E. Silagy VP VP 20 Greenway Plaza Houston, TX 77046 Theodore A. Sullivan VP NPP 268 Lake Road Lycoming, NY 13093 Marvin L. Thomas VP 20 Greenway Plaza Houston, TX 77046 Michael G. Thompson EVP EVP EVP EVP EVP EVP S 639 Loyola Avenue S S S S S S New Orleans, LA 70113 GC D Murry Weaver VP VP D 20 Greenway Plaza Houston, TX 77046 Paul J. Wielgus SVP VP VP 20 Greenway Plaza Houston, TX 77046 C. John Wilder D EVP D EVP EVP EVP D 639 Loyola Avenue CFO CFO D CFO New Orleans, LA 70113 D D D J. Bradley Williams SVP VP VP 20 Greenway Plaza Houston, TX 77046 Jane Wilson VP VP Equitable House 47 King William Street London, UK ECAR9JD Jerry W. Yelverton P 1340 Echelon Parkway COB Jackson, MS 39213 CEO COB = Chairman of the Board T = Treasurer CEO = Chief Executive Officer S = Secretary COO = Chief Operating Officer D = Director P = President CFO = Chief Financial Officer SVP = Senior Vice President GC = General Counsel EVP = Executive Vice President CDO = Chief Development Officer VP = Vice President GM = General Manager M = Manager
EGPOC = Entergy Global Power Operations Corporation ETHC = Entergy Technology Holding Company EPHUSA = Entergy Power Holdings USA Corp. EIHL = Entergy International Holdings Ltd., LLC EVHC = Entergy Ventures Holding Company Inc. ENHC = Entergy Nuclear Holding Company ENHC1 = Entergy Nuclear Holding Company # 1. ENHC2 = Entergy Nuclear Holding Company # 2 EPTBH = Entergy PTB Holding Company ENFHI = Entergy Nuclear Finance Holding Inc. As of December 31, 2001 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 ETBHC ENFHI Douglas Castleberry VP VP 425 W. Capitol D Little Rock, AR 72201 Michael P. Childers VP P 20 Greenway Plaza D Houston, TX 77046 Robert J. Cushman VP VP 20 Greenway Plaza Houston, TX 77046 Joan Dobrzynski D D D 300 Delaware Avenue Wilmington, DE 19801 Dave C. Harlan P CFO 639 Loyola Avenue CEO VP New Orleans, LA 70113 D T D Curtis L. Hebert Jr. D 639 Loyola Avenue New Orleans, LA 70113 Joseph T. Henderson SVP SVP SVP SVP SVP SVP 10055 Grogan's Mill Road GTC GTC GTC GTC GTC GTC Parkwood II Building The Woodlands, TX 77380 Donald C. Hintz COB D D D 639 Loyola Avenue New Orleans, LA 70113 Francis B. Jacobs, II VP VP VP 300 Delaware Avenue S S Suite 900 Wilmington, DE 19801 Michael R. Kansler P 440 Hamilton Avenue CEO White Plains, NY 10601 Nathan E. Langston SVP SVP SVP SVP SVP SVP 639 Loyola Avenue CAO CAO CAO CAO CAO CAO New Orleans, LA 70113 J. Wayne Leonard D 639 Loyola Avenue New Orleans, LA 70113 Steven C. McNeal VP VP T VP VP VP VP VP VP 639 Loyola Avenue T T T T T T T T New Orleans, LA 70113
As of December 31, 2001 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 ETBHC ENFHI Robert A. Malone VP 20 Greenway Plaza Houston, TX 77046 Frederick F. Nugent VP VP 20 Greenway Plaza S Houston, TX 77046 D Denise R. Redmann S 639 Loyola Avenue New Orleans, LA 70113 Geoffrey D. Roberts P 20 Greenway Plaza D Houston, TX 77046 Stanley A. Ross D 20 Greenway Plaza VP Houston, TX 77046 Richard J. Smith P 639 Loyola Avenue CEO New Orleans, LA 70113 D O. H. Storey, III D VP 425 W. Capitol S Little Rock, AR 72201 D Michael G. Thompson EVP EVP EVP EVP EVP EVP EVP 639 Loyola Avenue S S S CLO S S CLO New Orleans, LA 70113 D Paul J. Wielgus VP 20 Greenway Plaza Houston, TX 77046 C. John Wilder EVP CFO CFO EVP CFO CFO CFO 639 Loyola Avenue D P P D EVP EVP EVP New Orleans, LA 70113 D D D D Jerry W. Yelverton P P D P 1340 Echelon Parkway CEO COB CEO Jackson, MS 39213 D CEO D COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President GC = General Counsel EVP = Executive Vice President GTC = General Tax Council SVP = Senior Vice President S = Secretary VP = Vice President D = Director T = Treasurer CLO = Chief Legal Officer
ITEM 6. Part II - Financial Connections
As of December 31, 2001 Name and Location Position Applicable Name of Officer of Held in Financial Exemption or Director Financial Institution Institution Rule (1) (2) (3) (4) Norman C. Francis Liberty Bank and Trust Director 70(a) New Orleans, LA The Equitable Life Assurance Society Director 70(b) New York, NY Robert v.d. Luft Stonebridge Bank Director 70(b) West Chester, PA
Item 6. Part III (a) - Executive Compensation Summary Compensation Table The following table includes the Chief Executive Officers and the four other most highly compensated executive officers in office as of December 31, 2001 at Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy Operations, Inc., Entergy Services, Inc., System Fuels, Inc., GSG&T, Inc., Prudential Oil and Gas LLC, Southern Gulf Railway Company, Varibus LLC, Entergy Enterprises, Inc., Entergy Global Power Operations Corporation, Entergy Global Trading Holdings Ltd., Entergy Holdings Inc., Entergy International Holdings Ltd. LLC, Entergy Nuclear Finance Holding Inc., Entergy Nuclear Holding Company, Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Inc., Entergy Operations Services Inc., Entergy Power Inc., Entergy Power Development Corporation, Entergy Power E&C Corporation, Entergy Power Gas Holdings Corporation, Entergy Power Generation Corporation, Entergy Power Holdings USA Corporation, Entergy Procurement Exchange Holding Corporation, Entergy PTB Holding Company, Entergy Resources Inc., Entergy Retail Holding Company, Entergy Technology Holding Company, Entergy Thermal-UNO LLC, Entergy Ventures Holding Company Inc., and EWO Marketing Holding LLC (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned during the year 2001. See Item 6. Part I, "Names, Addresses, and Positions Held," above for information on the principal positions of the Named Executive Officers in the table below. As shown in Item 6. Part I, most Named Executive Officers are employed by several Entergy companies. Because it would be impracticable to allocate such officers' salaries among the various companies, the table below includes aggregate compensation paid by all Entergy companies.
Long-Term Compensation Annual Compensation Awards Payouts Other Restricted Securities (a) (b) All Annual Stock Underlying LTIP Other Name Year Salary Bonus Comp. Awards Options Payouts Comp. Michael P. Childers 2001 $342,052 $210,833 $3,125 (c) 45,500 shares $ - $5,214 2000 306,442 588,316 39,375 $772,500 (c)(d) 0 197,257 - E. Renae Conley 2001 $308,769 $486,186 $46,240 (c) 34,600 shares $ - $10,742 2000 282,642 280,000 41,573 (c) 20,000 181,109 8,559 1999 215,000 344,934 29,662 $84,188 (c)(d) 7,500 - 7,747 Leo P. Denault 2001 $265,967 $299,000 $12,375 (c) 16,300 shares $ - $7,253 2000 257,637 295,225 8,438 (c) 18,500 181,109 6,256 1999 206,731 280,131 14,834 (c) 7,500 - 11,865 Joseph F. Domino 2001 $245,384 $292,583 $48,254 (c) 14,800 shares $ - $7,150 2000 235,358 180,732 51,399 (c) 20,000 142,314 7,084 1999 223,569 200,210 7,072 (c) 13,487 - 6,838 Frank F. Gallaher 2001 $432,828 $524,828 $161,787 (c) 60,000 shares $ - $16,574 2000 416,390 504,642 127,484 (c) 34,500 328,084 13,910 1999 401,161 303,855 38,496 (c) 39,500 - 13,545 David C. Harlan 2001 $207,712 $270,000 $22,490 (c) 16,300 shares $ - $7,597 2000 198,673 185,375 35,806 (c) 20,000 196,929 4,736 1999 188,279 114,600 30,064 (c) 16,750 - 4,800 Joseph T. Henderson 2001 $287,694 $502,500 $45,450 (c) 22,200 shares $ - $8,757 2000 285,596 303,975 61,818 $151,425 (c)(d) 22,200 172,773 14,419 1999 222,115 201,100 36,004 (c) 7,500 - 21,983 Donald C. Hintz 2001 $599,423 $779,000 $198,321 (c) 160,000 shares $ - $21,605 2000 570,096 743,000 104,399 (c) 175,000 1,181,837 26,516 1999 535,713 495,000 76,188 (c) 272,000 - 22,156
Long-Term Compensation Annual Compensation Awards Payouts Other Restricted Securities (a) (b) All Other Annual Stock Underlying LTIP Comp. Name Year Salary Bonus Comp. Awards Options Payouts Jerry D. Jackson 2001 $475,345 $576,382 $19,646 (c) 80,000 shares $ - $17,378 2000 458,223 554,214 58,758 (c) 58,500 1,181,575 15,162 1999 442,809 403,554 39,670 (c) 94,000 - 15,497 Michael R. Kansler 2001 $319,231 $486,021 $11,351 (c) 40,000 shares $ - $12,261 2000 240,885 424,283 66,983 $189,375 (c)(d) 35,000 147,894 47,272 1999 212,708 109,392 13,674 (c) 8,688 - 3,195 James F. Kenney 2001 $217,538 $220,459 $20,685 (c) 15,500 shares $ - $ 7,938 2000 208,921 211,932 22,433 (c) 15,500 196,929 6,241 1999 200,947 105,035 26,259 (c) 14,250 - 6,089 J. Wayne Leonard 2001 $897,500 $1,684,800 $3,709 $7,400,000 (c)(d) 330,600 shares $ - $ - 2000 836,538 1,190,000 11,646 (c) 330,600 2,410,413 - 1999 771,938 840,000 2,570 (c) 255,000 - - Hugh T. McDonald 2001 $231,335 $333,078 $118,502 (c) 14,800 shares $ - $18,664 2000 209,400 165,000 53,808 (c) 34,600 172,773 54,878 1999 181,704 176,267 438 (c) 14,700 - 5,429 Steven C. McNeal 2001 $193,654 $212,500 $7,188 (c) 16,600 shares $ - $ 8,139 2000 182,333 129,223 - (c) 15,000 - 4,606 1999 171,077 78,100 - (c) 5,925 - 4,800 James M. Neikirk 2001 $238,775 $100,074 $15,403 (c) 16,300 shares $ - $ 8,779 2000 232,637 120,000 17,645 (c) 18,500 196,995 8,643 1999 225,000 220,308 32,492 (c) 5,000 - 23,808 Daniel F. Packer 2001 $228,209 $262,881 $15,410 (c) 14,800 shares $ - $ 7,055 2000 219,432 167,382 16,433 (c) 20,000 196,929 6,658 1999 211,055 127,920 10,517 (c) 16,750 - 6,583 Geoffrey D. Roberts 2001 $463,338 $276,338 $7,694 (c) 62,500 shares $ - $15,615 2000 439,889 913,411 6,200 (c) 58,500 641,184 9,663 1999 351,442 682,500 - $1,122,480(c)(d) 180,000 - - Carolyn C. Shanks 2001 $241,085 $287,672 $17,140 (c) 14,800 shares $ - $ 7,206 2000 231,193 182,530 2,594 (c) 20,000 104,241 4,858 1999 208,931 133,950 2,549 (c) 11,050 - 4,800 Richard J. Smith 2001 $368,269 $510,000 $33,561 (c) 50,000 shares $ - $12,655 2000 298,308 363,323 35,316 (c) 50,000 263,032 50,640 1999 89,904 404,624 3,053 $149,688 (c)(d) 25,000 - 4,065 Michael G. Thompson 2001 $385,136 $480,000 $140,577 (c) 40,000 shares $ - $13,095 2000 349,691 433,305 49,668 (c) 40,000 590,787 11,294 1999 336,378 254,910 53,407 (c) 28,700 - 11,280 C. John Wilder 2001 $493,128 $600,000 $158,059 (c) 87,700 shares $ - $16,284 2000 468,392 619,370 148,540 (c) 87,700 953,006 13,919 1999 445,191 406,693 119,878 (c) 52,500 - 20,035 Jerry W. Yelverton 2001 $443,269 $540,000 $145,389 (c) 65,000 shares $ - $14,697 2000 408,846 510,000 4,197 $201,875 (c)(d) 58,900 503,482 12,732 1999 363,997 328,500 8,036 (c) 49,400 - 11,286
(a) Amounts include the value of restricted shares that vested in 2000 (see note (c) below) under Entergy's Equity Ownership Plan. (b) Includes the following: (1) 2001 benefit accruals under the Defined Contribution Restoration Plan as follows: Ms. Conley $3,392; Mr. Denault $2,054; Mr. Domino $1,600; Mr. Gallaher $8,578; Mr. Harlan $3,044; Mr. Henderson $5,057; Mr. Hintz $14,415; Mr. Jackson $11,272; Mr. Kansler $4,611; Mr. Kenney $988; Mr. McDonald $1,666; Mr. McNeal $489; Mr. Neikirk $1,129; Mr. Packer $1,473; Mr. Roberts $8,577; Ms. Shanks $2,003; Mr. Smith $6,826; Mr. Thompson $7,348; Mr. Wilder $8,367; and Mr. Yelverton $8,732. (2) 2001 employer contributions to the System Savings Plan as follows: Mr. Childers $5,214; Ms. Conley $6,269; Mr. Denault $5,199; Mr. Domino $5,550; Mr. Gallaher $7,996; Mr. Harlan $4,553; Mr. Henderson $3,700; Mr. Hintz $6,681; Mr. Jackson $6,106; Mr. Kansler $7,650; Mr. Kenney $6,951; Mr. McDonald $5,527; Mr. McNeal $7,650; Mr. Neikirk $7,650; Mr. Packer $5,582; Mr. Roberts $7,038; Ms. Shanks $5,203; Mr. Smith $5,829; Mr. Thompson $5,747; Mr. Wilder $7,917; and Mr. Yelverton $5,965. (3) 2001 reimbursements for moving expenses as follows: Ms. Conley $1,081; Mr. Hintz $509; and Mr. McDonald $11,471. (c) Restricted unit awards (equivalent to shares of Entergy Corporation common stock) in 2001 are reported under the "Long-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of restricted units awarded during 2001 and the vesting schedule for such units. At December 31, 2001, the number and value of the aggregate restricted unit holdings were as follows: Mr. Childers 37,600 units, $1,470,536; Ms. Conley 15,200 units, $594,472; Mr. Denault 6,200 units, $242,482; Mr. Domino 6,200 units, $242,482; Mr. Gallaher 24,500 units, $958,195; Mr. Harlan 10,300 units, $402,833; Mr. Henderson 17,500 units, $684,425; Mr. Hintz 57,000 units, $2,229,270; Mr. Jackson 25,400 units, $993,394; Mr. Kansler 20,800 units, $813,488; Mr. Kenney 6,200 units, $242,482; Mr. Leonard 246,000 units, $9,621,060; Mr. McDonald 6,800 units, $265,948; Mr. McNeal 5,200 units, $203,372; Mr. Neikirk 6,200 units, $242,482; Mr. Packer 6,200 units, $242,482; Mr. Roberts 49,400 units, $1,932,034; Ms. Shanks 6,200 units, $242,482; Mr. Smith 21,867 units, $855,218; Mr. Thompson 22,200 units, $868,242; Mr. Wilder 25,400 units, $993,394; and Mr. Yelverton 32,400 units, $1,267,164. Accumulated dividends are paid on restricted units when vested. The value of restricted unit holdings as of December 31, 2001 is determined by multiplying the total number of units held by the closing market price of Entergy Corporation common stock on the New York Stock Exchange Composite Transactions on December 31, 2001 ($39.11 per share). The value of stock for which restrictions were lifted in 2000, and the applicable portion of accumulated cash dividends, are reported in the LTIP payouts column in the above table. (d) Restricted units were granted to the following individuals in addition to those granted under the Long Term Incentive Plan. Mr. Childers was granted 30,000 units in 2000. The units will vest incrementally over a three-year period that began in 2001, based on continued service with Entergy Corporation. Accumulated dividends will not be paid. Ms. Conley was granted 3,000 units in 1999. Restricted units awarded vest incrementally over a three-year period that began in 2000, based on continued service with Entergy Corporation. Restrictions are lifted annually. Accumulated dividends will be paid. Mr. Henderson was granted 7,500 units in 2000. 1,500 units will vest in March 2001 and 2002, and 4,500 will vest in March 2003. Accumulated dividends will not be paid. Mr. Kansler was granted 7,500 units in 2000. 1,500 units will vest in January 2001 and 2002 and 4,500 will vest in January 2003. Accumulated dividends will not be paid. In January 2001, Mr. Leonard was granted 200,000 restricted units. 50,000 of the restricted stock units will vest on each of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004, based on continued service with Entergy Corporation. Accumulated dividends will not be paid on Mr. Leonard's restricted units when vested. Mr. Roberts was granted 40,000 restricted units in 1999. Restricted units awarded vest incrementally over a five-year period that began in 2000, based on continued service with Entergy Corporation. Restrictions are lifted annually. Accumulated dividends will be paid. Mr. Smith was granted 5,000 restricted units in 1999. Restricted units awarded vest incrementally over a three-year period that began in 2000, based on continued service with Entergy Corporation. Restrictions are lifted annually. Accumulated dividends will not be paid. Mr. Yelverton was granted 10,000 units in 2000. Restrictions will be lifted on 3,000 units in 2001 and 2002, and the remaining 4,000 units in 2003. Accumulated dividends will not be paid. The value these individuals may realize is dependent upon both the number of units that vest and the future market price of Entergy Corporation common stock. Option Grants in 2001 The following table summarizes option grants during 2001 to the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options were granted to such officer.
Individual Grants Potential Realizable % of Total Value Number of Options at Assumed Annual Securities Granted to Exercise Rates of Stock Underlying Employees Price Price Appreciation Options in (per Expiration for Option Term(b) Name Granted (a) 2001 share) (a) Date 5% 10% Michael Childers 45,500 0.5% $ 37.00 1/25/11 $1,058,744 $2,683,065 E. Renae Conley 34,600 0.4% 37.00 1/25/11 805,111 2,040,309 Leo P. Denault 16,300 0.2% 37.00 1/25/11 379,286 961,186 Joseph F. Domino 14,800 0.2% 37.00 1/25/11 344,383 872,733 Frank F. Gallaher 60,000 0.7% 37.00 1/25/11 1,396,146 3,538,108 David C. Harlan 16,300 0.2% 37.00 1/25/11 379,286 961,186 Joseph T. Henderson 22,200 0.3% 37.00 1/25/11 516,574 1,309,100 Donald C. Hintz 160,000 1.9% 37.00 1/25/11 3,723,056 9,434,955 Jerry D. Jackson 80,000 0.9% 37.00 1/25/11 1,861,528 4,717,478 Michael R. Kansler 40,000 0.5% 37.00 1/25/11 930,764 2,358,739 James F. Kenney 15,500 0.2% 37.00 1/25/11 360,671 914,011 J. Wayne Leonard 330,600 3.8% 37.00 1/25/11 7,692,765 19,494,977 Hugh T. McDonald 14,800 0.2% 37.00 1/25/11 344,383 872,733 Steven C. McNeal 16,600 0.2% 37.00 1/25/11 386,267 978,877 James M. Neikirk 16,300 0.2% 37.00 1/25/11 379,286 961,186 Daniel F. Packer 14,800 0.2% 37.00 1/25/11 344,383 872,733 Geoffrey D. Roberts 62,500 0.7% 37.00 1/25/11 1,454,319 3,685,529 Carolyn C. Shanks 14,800 0.2% 37.00 1/25/11 344,383 872,733 Richard J. Smith 50,000 0.6% 37.00 1/25/11 1,163,455 2,948,424 Michael G. Thompson 40,000 0.5% 37.00 1/25/11 930,764 2,358,739 C. John Wilder 87,700 1.0% 37.00 1/25/11 2,040,700 5,171,535 Jerry W. Yelverton 65,000 0.8% 37.00 1/25/11 1,512,492 3,832,951
(a) Options were granted on January 25, 2001, pursuant to the Equity Ownership Plan. All options granted on this date have an exercise price equal to the closing price of Entergy Corporation common stock on the New York Stock Exchange Composite Transactions on January 25, 2001. These options will vest incrementally over a three-year period beginning in 2002. (b) Calculation based on the market price of the underlying securities assuming the market price increases over a ten-year option period and assuming annual compounding. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise. Aggregated Option Exercises in 2001 and December 31, 2001 Option Values The following table summarizes the number and value of options exercised during 2001, as well as the number and value of all unexercised options held by the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options are held by such officer.
Number of Securities Value of Unexercised Underlying Unexercised Options In-the-Money Options Shares Acquired Value as of December 31, 2001 as of December 31, 2001(b) Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable Michael Childers - $ - - 45,500 $ - $ 96,005 E. Renae Conley - - 11,666 50,434 162,627 315,436 Leo P. Denault - - 11,166 31,134 154,572 260,713 Joseph F. Domino - - 17,156 32,631 213,265 287,288 Frank F. Gallaher 34,000 566,563 24,166 60,834 309,054 992,165 David C. Harlan - - 17,999 35,218 234,450 300,423 Joseph T. Henderson - - 12,400 39,500 170,389 310,858 Donald C. Hintz 2,500 22,916 238,833 420,667 2,778,663 3,477,946 Jerry D. Jackson - - 60,833 150,334 633,897 1,084,501 Michael R. Kansler 8,396 153,329 6,166 66,231 99,334 486,884 James F. Kenney - - 23,416 30,584 244,607 242,755 J. Wayne Leonard - - 280,200 636,000 3,334,647 5,027,873 Hugh T. McDonald 18,199 293,945 3,133 42,768 28,738 455,918 Steven C. McNeal 1,500 30,465 8,950 28,575 116,781 214,242 James M. Neikirk - - 9,499 30,301 129,906 248,385 Daniel F. Packer - - 17,832 33,718 209,809 297,258 Geoffrey D. Roberts 30,000 479,625 84,500 186,500 1,032,233 1,699,203 Carolyn C. Shanks 10,349 185,632 - 31,818 - 279,831 Richard J. Smith - - 33,332 91,668 421,358 718,955 Michael G. Thompson - - 52,466 76,234 583,743 601,759 C. John Wilder - - 64,233 163,667 791,892 1,287,469 Jerry W. Yelverton 60,816 893,685 - 120,734 - 920,785
(a) Based on the difference between the closing price of Entergy Corporation's common stock on the New York Stock Exchange Composite Transactions on the exercise date and the option exercise price. (b) Based on the difference between the closing price of Entergy Corporation's common stock on the New York Stock Exchange Composite Transactions on December 31, 2001, and the option exercise price. Long-Term Incentive Plan Awards in 2001 The following Table summarizes the awards of restricted units (equivalent to shares of Entergy Corporation common stock) granted under the Equity Ownership Plan in 2001 to the Named Executive Officers.
Estimated Future Payouts Under Non-Stock Price-Based Plans (# of units) (a) (b) Number of Performance Period Until Name Units Maturation or Payout Threshold Target Maximum Michael P. Childers 8,800 1/1/01-12/31/03 3,000 5,900 8,800 E. Renae Conley 7,500 1/1/01-12/31/03 2,500 5,000 7,500 Leo P. Denault 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Joseph F. Domino 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Frank F. Gallaher 12,700 1/1/01-12/31/03 4,300 8,500 12,700 David C. Harlan 5,900 1/1/01-12/31/03 2,000 3,953 5,900 Joseph T. Henderson 6,500 1/1/01-12/31/03 2,200 4,356 6,500 Donald C. Hintz 28,500 1/1/01-12/31/03 9,500 19,000 28,500 Jerry D. Jackson 12,700 1/1/01-12/31/03 4,300 8,500 12,700 Michael R. Kansler 7,500 1/1/01-12/31/03 2,500 5,000 7,500 James F. Kenney 3,100 1/1/01-12/31/03 1,100 2,100 3,100 J. Wayne Leonard 48,000 1/1/01-12/31/03 16,000 32,000 48,000 Hugh T. McDonald 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Steven C. McNeal 3,100 1/1/01-12/31/03 1,100 2,100 3,100 James M. Neikirk 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Daniel F. Packer 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Geoffrey D. Roberts 12,700 1/1/01-12/31/03 4,300 8,500 12,700 Carolyn C. Shanks 3,100 1/1/01-12/31/03 1,100 2,100 3,100 Richard J. Smith 11,000 1/1/01-12/31/03 3,700 7,333 11,000 Michael G. Thompson 12,000 1/1/01-12/31/03 4,100 8,014 12,000 C. John Wilder 12,700 1/1/01-12/31/03 4,300 8,500 12,700 Jerry W. Yelverton 12,700 1/1/01-12/31/03 4,300 8,500 12,700
(a) Restricted units awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Restrictions are lifted based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon both the number of units that vest and the future market price of Entergy Corporation common stock. (b) The threshold, target, and maximum levels correspond to the achievement of 50%, 100%, and 150%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of units indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of units calculated by means of interpolation. Pension Plan Tables Retirement Income Plan Table Annual Covered Years of Service Compensation 15 20 25 30 35 $100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000 200,000 45,500 60,000 75,000 90,000 105,000 300,000 67,500 90,000 112,500 135,000 157,500 400,000 90,000 120,000 150,000 180,000 210,000 500,000 112,500 150,000 187,500 225,000 262,500 650,000 146,250 195,000 243,750 292,500 341,250 950,000 213,750 285,000 356,250 427,500 498,750 All of the Named Executive Officers participate in a Retirement Income Plan, a defined benefit plan, that provides a benefit for employees at retirement from Entergy based upon (1) generally all years of service beginning at age 21 through termination, with a forty-year maximum, multiplied by (2) 1.5%, multiplied by (3) the final average compensation. Final average compensation is based on the highest consecutive 60 months of covered compensation in the last 120 months of service. The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a 50% joint and survivor annuity. Other actuarially equivalent options are available to each retiree. Retirement benefits are not subject to any deduction for Social Security or other offset amounts. The amount of the Named Executive Officers' annual compensation covered by the plan as of December 31, 2001, is represented by the salary column in the Summary Compensation Table above. The credited years of service under the Retirement Income Plan, as of December 31, 2001, for the following Named Executive Officers is as follows: Mr. Denault 2; Mr. Domino 31; Mr. Gallaher 32; Mr. Harlan 29; Mr. Henderson 2; Mr. Jackson 22; Mr. Leonard 3; Mr. McDonald 19; Mr. McNeal 19; Mr. Neikirk 3; Mr. Packer 19; Mr. Roberts 2; Ms. Shanks 18; and Mr. Yelverton 22. The credited years of service under the Retirement Income Plan, as of December 31, 2001 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Mr. Childers 11; Ms. Conley 19; Mr. Hintz 30; Mr. Kansler 22; Mr. Kenney 23; Mr. Smith 25; Mr. Thompson 25; and Mr. Wilder 18. The maximum benefit under the Retirement Income Plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, certain companies have elected to participate in the Pension Equalization Plan sponsored by Entergy Corporation. Under this plan, certain executives, including the Named Executive Officers, would receive an additional amount equal to the benefit that would have been payable under the Retirement Income Plan, except for the Sections 401 and 415 limitations discussed above. In addition to the Retirement Income Plan discussed above, certain companies participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of Entergy Corporation and Subsidiaries (PRP). Participation is limited to one of these two plans and is at the invitation of a participating employer. The participant may receive from the appropriate Entergy company a monthly benefit payment not in excess of ..025 (under the SRP) or .0333 (under the PRP) times the participant's average base annual salary (as defined in the plans) for a maximum of 120 months. Mr. Harlan, Mr. Hintz, Mr. Packer and Mr. Yelverton have entered into a Supplemental Retirement Plan participation contract, and Mr. Gallaher and Mr. Jackson have entered into Post-Retirement Plan participation contracts. Current estimates indicate that the annual payments to each Named Executive Officer under the above plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below. System Executive Retirement Plan Table (1) Annual Covered Years of Service Compensation 15 20 25 30+ $ 200,000 $ 90,000 $100,000 $110,000 $120,000 300,000 135,000 150,000 165,000 180,000 400,000 180,000 200,000 220,000 240,000 500,000 225,000 250,000 275,000 300,000 600,000 270,000 300,000 330,000 360,000 700,000 315,000 350,000 385,000 420,000 1,000,000 450,000 500,000 550,000 600,000 (1) Covered pay includes the average of the highest three years of annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits shown are based on a target replacement ratio of 50% based on the years of service and covered compensation shown. The benefits for 10, 15, and 20 or more years of service at the 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%, and 5.0%, respectively. In 1993, Entergy Corporation adopted the System Executive Retirement Plan (SERP). This plan was amended in 1998. Certain of the companies are participating employers in the SERP. The SERP is an unfunded defined benefit plan offered at retirement to certain senior executives, which would currently include all the Named Executive Officers (except for Mr. Childers and Mr. Leonard). Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the SRP or PRP discussed above. The plan was amended in 1998 to provide that covered pay is the average of the highest three years annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits paid under the SERP are calculated by multiplying the covered pay times target pay replacement ratios (45%, 50%, or 55%, dependent on job rating at retirement) that are attained, according to plan design, at 20 years of credited service. The target ratios are increased by 1% for each year of service over 20 years, up to a maximum of 30 years of service. In accordance with the SERP formula, the target ratios are reduced for each year of service below 20 years. The credited years of service under this plan are identical to the years of service for the Named Executive Officers (other than Ms. Conley, Mr. Jackson, Mr. Kansler, Mr. Kenney, Mr. Smith, Mr. Thompson, Mr. Wilder and Mr. Yelverton) disclosed above in the section entitled "Pension Plan Tables- Retirement Income Plan Table". The credited years of service under the SERP for the above individuals is as follows: Ms. Conley 2; Mr. Jackson 28; Mr. Kansler 3; Mr. Kenney 11; Mr. Smith 2; Mr. Thompson 20; Mr. Wilder 3; and Mr. Yelverton 32. The amended plan provides that a single employee receives a lifetime annuity and a married employee receives the reduced benefit with a 50% surviving spouse annuity. Other actuarially equivalent options are available to each retiree. SERP benefits are offset by any and all defined benefit plan payments from Entergy. SERP benefits are not subject to Social Security offsets. Eligibility for and receipt of benefits under any of the executive plans described above are contingent upon several factors. The participant must agree, without the specific consent of the Entergy company for which such participant was last employed, not to take employment after retirement with any entity that is in competition with, or similar in nature to, any Entergy company. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with a participating employer, certain resignations of employment, or certain terminations of employment without company permission. In addition to the Retirement Income Plan discussed above, Entergy Gulf States provides, among other benefits to officers, an Executive Income Security Plan for key managerial personnel. The plan provides participants with certain retirement, disability, termination, and survivors' benefits. To the extent that such benefits are not funded by the employee benefit plans of Entergy Gulf States or by vested benefits payable by the participants' former employers, Entergy Gulf States is obligated to make supplemental payments to participants or their survivors. The plan provides that upon the death or disability of a participant during his employment, he or his designated survivors will receive (i) during the first year following his death or disability an amount not to exceed his annual base salary, and (ii) thereafter for a number of years until the participant attains or would have attained age 65, but not less than nine years, an amount equal to one-half of the participant's annual base salary. The plan also provides supplemental retirement benefits for life for participants retiring after reaching age 65 equal to 1/2 of the participant's average final compensation rate, with 1/2 of such benefit upon the death of the participant being payable to a surviving spouse for life. Entergy Gulf States amended and restated the plan effective March 1, 1991, to provide such benefits for life upon termination of employment of a participating officer or key managerial employee without cause (as defined in the plan) or if the participant separates from employment for good reason (as defined in the plan), with 1/2 of such benefits to be payable to a surviving spouse for life. Further, the plan was amended to provide medical benefits for a participant and his family when the participant separates from service. These medical benefits generally continue until the participant is eligible to receive medical benefits from a subsequent employer; but in the case of a participant who is over 50 at the time of separation and was participating in the plan on March 1, 1991, medical benefits continue for life. By virtue of the 1991 amendment and restatement, benefits for a participant cannot be modified once he becomes eligible to participate in the plan. Mr. Domino is a participant in this plan. Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Post-Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans). Compensation of Directors Directors who are Entergy officers do not receive any fee for service as a director. Each non-employee director receives a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at committee meetings scheduled in conjunction with Board meetings and $2,000 for attendance at committee meetings not scheduled in conjunction with a Board meeting. If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the fee of an attending member. Directors also receive $1,000 for participation in any inspection trip or conference not held in conjunction with a Board or committee meeting. In addition, committee chairpersons are paid an additional $5,000 annually. Directors receive only one-half the fees set forth above for telephone attendance at Board or committee meetings. All non-employee directors receive on a quarterly basis 150 shares of Common Stock and one-half the value of the 150 shares in cash. In 2001, Mr. Luft was paid $200,000 plus 47,000 stock options (granted at market price) to serve as Chairman of the Board. The non-employee Directors have the opportunity to receive annually an executive physical examination either from their local physician or at the Mayo Clinic's Jacksonville, Florida location. The Corporation will pay the cost of the physical examination, and, if at Mayo, travel and living expenses. Non-employee Directors are reimbursed for all normal travel and expenses associated with attending Board and committee meetings as well as inspection trips and conferences associated with their Board duties. All non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board. The "phantom" shares are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in at least five but no more than 15 annual payments. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting. Doris Krick and Joan Dobrzynski are directors at one or more of the Entergy subsidiaries. Entergy pays an external company a fee to perform various corporate functions for the subsidiaries at which Ms. Krick or Ms. Dobrzynski serve as directors. Ms. Krick and Ms. Dobrzynski are salaried employees of this external company. Apart from their salaries, Ms. Krick and Ms. Dobrzynski are not compensated separately for their service on the boards of the subject Entergy subsidiaries. The remaining Entergy companies currently have no non-employee directors, and none of their current directors are compensated for their responsibilities as directors. Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum of five years of service on the respective Boards of Directors are paid $200 a month for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. System Energy has no retired non-employee directors. Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. Benefits are reduced for those directors who retired prior to the retirement age. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as an advisory director are included in calculating this benefit. Before Entergy Gulf States, Inc. became a subsidiary of Entergy, it established a deferred compensation plan for its officers and non- employee directors. A director could defer a maximum of 100% of his salary, and an officer could defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, deferred their salaries. The directors' right to receive this deferred compensation is an unsecured obligation of the Corporation, which accrues simple interest compounded annually at the rate set by Entergy Gulf States, Inc. in 1985. In addition to payments received prior to 1997, on January 1, 2000, Dr. Murrill began to receive his deferred compensation plus interest in equal installments annually for 15 years. Beginning on the January 1 after Mr. Steinhagen turns 70, he will receive his deferred compensation plus interest in equal installments annually for 10 years. On certain occasions, the Corporation provides personal transportation services for the benefit of non-employee directors. During 2001, the value of such transportation services provided by Entergy Corporation to all directors was approximately $5,047. Executive Retention Agreements Retention Agreement with Mr. Leonard - The retention agreement with Mr. Leonard provides that upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, other than a termination of employment described in the next paragraph, or (b) by reason of Mr. Leonard's death or disability: o Entergy will pay to him a lump sum cash severance payment equal to three times (in limited circumstances, five times) the sum of Mr. Leonard's base salary and target annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals; o his supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55; o he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, or by Mr. Leonard without "good reason" and without Entergy's permission prior to his attainment of age 55, Mr. Leonard will forfeit his supplemental retirement benefit. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" with Entergy's permission prior to his attainment of age 55, Mr. Leonard will be entitled to a supplemental retirement benefit, reduced by 6.5% for each year that the termination date precedes his attainment of age 55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" following his attainment of age 55, Mr. Leonard will be entitled to his full supplemental retirement benefit. The amounts payable under the agreement will be funded in a rabbi trust. Retention Agreement with Mr. Denault - The retention agreement with Mr. Denault provides that if he resigns his employment for good reason due to a change of control, he is immediately vested in his accrued benefits under the System Executive Retirement Plan, and he is entitled to a lump-sum parachute payment equal to the lower of: (i) 2.99 times his average five-year (or period of actual employment if less than five years) base salary and annual incentive pay or (ii) 2.99 times his "base amount," which is equal to the maximum amount that can be paid without the payment becoming subject to the excise tax within the meaning of Section 280G(b)(1) of the Internal Revenue Code. Retention Agreement with Mr. Gallaher - The retention agreement with Mr. Gallaher provides that upon termination of employment while a Merger is pending and for two years after completion of a Merger (a) by Mr. Gallaher for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Gallaher's death or disability: o Entergy will pay to him a lump sum cash severance payment equal to four times the sum of his base salary and maximum annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; o he may elect to receive either a lump sum supplemental retirement benefit equal to $3.8 million or the benefit he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. Retention agreement with Mr. Hintz - The retention agreement with Mr. Hintz provides that Mr. Hintz will be paid an initial retention payment of approximately $2.8 million on the date on which a Merger is completed and an additional retention payment of approximately $2.3 million on the second anniversary of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for two years after completion (a) by Mr. Hintz for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Hintz's death or disability: o Entergy will pay to him a lump sum cash severance payment equal to $2.8 million if such termination occurs prior to completion of a Merger or equal to $2.3 million if such termination occurs following completion of a Merger; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger; o he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals, if such termination occurs prior to completion of a Merger, or based upon an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; o he will be entitled to receive a supplemental retirement benefit that, when combined with Mr. Hintz's SERP benefit, equals the benefit he would have earned under the terms of the SERP as in effect immediately prior to March 25, 1998; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. Retention Agreement with Mr. Jackson - The retention agreement with Mr. Jackson provides that upon retirement in accordance with the agreement, Mr. Jackson: (a) will be entitled to a subsidized retirement benefit equal to the applicable nonqualified retirement benefit payable to Mr. Jackson without reduction for early retirement ("Subsidized Retirement Benefit"); and (b) may enter into a consulting arrangement with Entergy through March 31, 2005, under terms and conditions set forth in the agreement. Pursuant to the agreement, should Mr. Jackson experience a Qualifying Event (as defined in the agreement) after the Successor Placement Date (as defined in the agreement) but before March 31, 2003, he shall not be entitled to benefits under the System Executive Continuity Plan but shall instead be entitled to the following: o a lump sum amount equal to any unpaid base salary that would otherwise have been paid through March 31, 2003; o the Subsidized Retirement Benefit; and o all other benefits to which he may be entitled under the terms and conditions of those Entergy plans and programs in which he participates in accordance with the agreement. Additionally, Mr. Jackson is entitled to certain benefits, as described in the agreement, in the event of a change in control (as defined in the System Executive Continuity Plan) after which Entergy or its successor company fails to honor Mr. Jackson's consulting arrangement. Retention Agreement with Mr. Smith - The retention agreement with Mr. Smith provides that following a change in control he will receive the following retention bonus payments if he continues to be employed by the surviving entity on specific dates: o $525,000 at the first anniversary of the occurrence of the change in control; o $525,000 at the second anniversary of the occurrence of the change in control; and o $525,000 at the third anniversary of the occurrence of the change in control. If, prior to the earlier of termination of a merger agreement that would lead to a change in control or the third anniversary of the occurrence of a change in control, Mr. Smith terminates his employment for good reason or Entergy or a surviving entity terminates his employment other than for cause or Mr. Smith's employment is terminated on account of death or disability, then Mr. Smith (or his legal representatives) will be entitled to: o Performance awards with respect to any performance period that includes his date of termination based on an assumed target level of achievement and as if Mr. Smith satisfied any remaining performance requirements; o Immediate vesting of all outstanding stock option grants; o Payment of any remaining retention bonus amounts; and o Gross-up payments in respect of any excise taxes he might incur. Retirement Agreement with Mr. Thompson - The retirement agreement with Mr. Thompson provides that following his retirement, and if certain conditions are met, Mr. Thompson will provide consulting services to the Company for a 2-year period for an annual cash consulting fee equal to the highest annual base salary paid to him by the company prior to retirement. The agreement also provides that following Mr. Thompson's retirement, the Company will supplement the nonqualified retirement benefit he elects to receive under either the System Executive Retirement Plan or the Pension Equalization Plan so that the total benefit he receives is equal to the benefit he would have received under the applicable plan without application of a discount rate for early retirement. Following the date on which a successor assumes Mr. Thompson's title or is assigned to all or part of the duties and functions of Mr. Thompson's title, but prior to Mr. Thompson's retirement, if, during a period of time beginning 90 days prior to a change in control and ending 24 months following a change in control, Mr. Thompson terminates his employment for good reason or Entergy or a surviving entity terminates his employment other than for cause, then Mr. Thompson is entitled to: o An immediate lump sum cash payment equal to his remaining unpaid base salary had he remained employed until retirement; o The supplemented nonqualified retirement benefit elected under either the System Executive Retirement Plan or the Pension Equalization Plan; o Performance awards with respect to any performance period that includes his date of termination based on an assumed target level of achievement and as if Mr. Thompson satisfied any remaining performance requirements; and o Immediate vesting of all outstanding stock option grants. Retention Agreement with Mr. Wilder - The retention agreement with Mr. Wilder provides that if Mr. Wilder terminates his employment without "good reason" and prior to a termination for "cause," as those terms are defined in his agreement, Entergy will pay to him a lump sum cash severance payment equal to three times the sum of his base salary and target annual award and a "gross-up" payment in respect of any excise taxes he might incur. The agreement also provides that, as a substitute for the above entitlement, upon termination of employment (a) by Mr. Wilder for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, in each case prior to the termination of a Merger or prior to the second anniversary of the completion of a Merger, (b) by reason of Mr. Wilder's death or disability while a Merger is pending and for two years after completion of a Merger or (c) for any reason following the second anniversary of a Merger: o Mr. Wilder will be entitled to a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of the his base salary and maximum annual incentive award; o Mr. Wilder will be entitled to a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o except in the case of a termination by reason of death or disability, he will continue to be employed as a Special Project Coordinator at an annual base salary of $200,000, and will continue to participate in all of Entergy's benefit plans, until the earliest of (a) his attainment of age 55 (at which time he will be deemed eligible to retire under Entergy's plans then in effect), (b) his employment with a company listed in the Fortune Global 500 Index or (c) his employment with any company that has a conflict of interest policy that would prohibit his continued employment with Entergy; o Entergy will credit him with 15 additional years of service under Entergy's supplemental retirement plan and he may elect to receive either (a) approximately $1.9 million in a cash lump sum in full settlement of all nonqualified retirement benefits or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998 (which amount he may elect to receive upon completion of a Merger); o he will be entitled to immediate vesting of performance awards, based upon an assumed maximum achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o he will be entitled to a "gross-up" payment in respect of any excise taxes he might incur. If Mr. Wilder terminates employment without good reason and other than on account of death or disability, on or after the completion of a Merger and before the second anniversary of the completion of a Merger: o Mr. Wilder is entitled to a lump sum cash severance payment equal to three times the sum of his base salary and target annual incentive award; o Mr. Wilder is entitled to a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o he will continue to be employed as a Special Project Coordinator at an annual base salary of $200,000, and will continue to participate in all of Entergy's benefit plans, until the earliest of (a) his attainment of age 55 (at which time he will be deemed eligible to retire under Entergy's plans then in effect), (b) his employment with a company listed in the Fortune Global 500 Index or (c) his employment with any company that has a conflict of interest policy that would prohibit his continued employment with Entergy; o Entergy will credit him with 15 additional years of service under Entergy's supplemental retirement plan and he may elect either (a) approximately $1.9 million in a cash lump sum in full settlement of all nonqualified retirement benefits or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998 (which amount he may elect to receive upon completion of a Merger); o he will be entitled to immediate vesting of performance awards, based upon an assumed target achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o he will be entitled to a "gross-up" payment in respect of any excise taxes he might incur. Retention Agreement with Mr. Yelverton - The retention agreement with Mr. Yelverton provides that he will be paid cash retention payments of $680,000 on each of the first three anniversaries of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Yelverton for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Yelverton's death or disability: o Entergy will pay him a lump sum cash severance payment equal to the remaining unpaid portion of the cash retention payments; o he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. System Executive Continuity Plan - Mr. Childers, Ms. Conley, Mr. Domino, Mr. Harlan, Mr. Henderson, Mr. Kansler, Mr. Kenney, Mr. McDonald, Mr. McNeal, Mr. Neikirk Mr. Packer, Mr. Roberts, Ms. Shanks, and Mr. Thompson are participants in Entergy's System Executive Continuity Plan, which provides severance pay and benefits under specified circumstances following a change in control. In the event a participant's employment is involuntarily terminated without cause or if a participant terminates for good reason during the change in control period, the participant will be entitled to: o a cash severance payment equal to 1-3 times (depending on the participant's System Management Level) base annual salary and target award payable over a continuation period of 1-3 years (depending on the participant's System Management Level); o continued medical and dental insurance coverage for the continuation period (subject to offset for any similar coverage provided by the participant's new employer); o immediate vesting of performance awards, based upon an assumed achievement of applicable performance targets; and o payment of a "gross-up" payment in respect of any excise taxes the participant might incur. Participants in the Continuity Plan are subject to post- employment restrictive covenants, including noncompetition provisions, which run for two years for executive officers, but extend to three years if permissible under applicable law. Item 6. Part III (b) - Security Ownership of Certain Beneficial Owners and Management The directors, the Named Executive Officers, and the directors and officers as a group of Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy Operations, Inc., Entergy Services, Inc., System Fuels, Inc., GSG&T, Inc., Prudential Oil and Gas LLC, Southern Gulf Railway Company, Varibus LLC, Entergy Enterprises, Inc., Entergy Global Power Operations Corporation, Entergy Global Trading Holdings Ltd., Entergy Holdings Inc., Entergy International Holdings Ltd. LLC, Entergy Nuclear Finance Holding Inc., Entergy Nuclear Holding Company, Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Inc., Entergy Operations Services Inc., Entergy Power Inc., Entergy Power Development Corporation, Entergy Power E&C Corporation, Entergy Power Gas Holdings Corporation, Entergy Power Generation Corporation, Entergy Power Holdings USA Corporation, Entergy Procurement Exchange Holding Corporation, Entergy PTB Holding Company, Entergy Resources Inc., Entergy Retail Holding Company, Entergy Technology Holding Company, Entergy Thermal-UNO LLC, Entergy Ventures Holding Company Inc., and EWO Marketing Holding LLC beneficially owned directly and indirectly common stock of Entergy Corporation as indicated: Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units (e) Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Corporation Maureen S. Bateman* 900 - 800 W. Frank Blount* 7,434 - 8,000 George W. Davis* 2,100 - 2,400 Simon D. deBree* 140 - - Claiborne P. Deming* (c) - - Norman C. Francis* 3,100 - 5,600 Frank F. Gallaher** 8,091 54,667 47,041 Donald C. Hintz** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard*** 13,065 585,600 - Robert v.d. Luft* 22,672 214,166 7,200 Kathleen A. Murphy* 1,900 (b) - 800 Paul W. Murrill* 2,722 - 8,000 James R. Nichols* 9,757 - 8,000 William A. Percy, II* 1,150 - 800 Dennis H. Reilley* 600 - 1,600 Wm. Clifford Smith* 10,400 - 8,000 Bismark A. Steinhagen* 10,247 - 8,000 C. John Wilder** 9,234 140,199 53,693 All directors and 153,136 1,776,548 265,462 executive officers Entergy Arkansas, Inc. Donald C Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Hugh T. McDonald*** 3,728 21,166 877 Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 All directors and 84,065 1,587,548 207,142 executive officers Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units (e) Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Gulf States, Inc. E. Renae Conley*** 1,148 29,866 10,299 Joseph F. Domino*** 10,142 33,253 6,043 Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 112,560 1,698,119 231,160 officers Entergy Louisiana, Inc. E. Renae Conley*** 1,148 29,866 10,299 Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 102,296 1,658,733 224,852 officers Entergy Mississippi, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Carolyn C. Shanks*** 3,960 15,284 1,556 Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 89,380 1,587,566 210,308 officers Entergy New Orleans, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Daniel F. Packer*** 3,423 35,016 3,007 Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 86,428 1,610,289 209,269 officers System Energy Resources Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive 75,073 1,435,639 136,299 officers Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units (e) Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Operations, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive 94,656 1,551,954 146,692 officers Entergy Services, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - Richard J. Smith* 307 66,665 229 C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton** 8,779 57,766 987 All directors and executive 178,997 2,192,449 341,768 officers System Fuels, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 James F. Kenney*** 3,996 38,499 14,395 J. Wayne Leonard** 13,065 585,600 - C. John Wilder*** 9,234 140,199 53,693 All directors and executive 75,613 1,479,549 173,387 officers GSG&T, Inc. Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 James F. Kenney*** 3,996 38,499 14,395 J. Wayne Leonard** 13,065 585,600 - C. John Wilder*** 9,234 140,199 53,693 All directors and executive 75,613 1,479,549 173,387 officers Prudential Oil and Gas, LLC Donald C. Hintz** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 James F. Kenney** 3,996 38,499 14,395 J. Wayne Leonard** 13,065 585,600 - C. John Wilder** 9,234 140,199 53,693 All directors and executive 75,613 1,479,549 173,387 officers Southern Gulf Railway Company Donald C. Hintz*** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 James F. Kenney*** 3,996 38,499 14,395 J. Wayne Leonard** 13,065 585,600 - C. John Wilder*** 9,234 140,199 53,693 All directors and executive 75,613 1,479,549 173,387 officers Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units (e) Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Varibus LLC Donald C. Hintz** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 James F. Kenney** 3,996 38,499 14,395 J. Wayne Leonard** 13,065 585,600 - C. John Wilder** 9,234 140,199 53,693 All directors and executive 67,481 1,436,015 155,635 officers Entergy Enterprises, Inc. Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 80,235 1,512,763 138,053 officers Entergy Global Power Operations Corporation Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson*** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 73,005 1,449,531 137,726 officers Entergy Global Trading Holdings Ltd. Christopher J. Bernard* 480 1,900 9 Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson** 10,309 74,661 32,130 Murry Weaver* - - - C. John Wilder** 9,234 140,199 53,693 All directors and executive 65,696 1,361,026 123,306 officers Entergy Holdings, Inc. Joseph T. Henderson** 908 27,200 7,420 Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard*** 13,065 585,600 - Michael G. Thompson*** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive 48,170 1,302,717 133,271 officers Entergy International Holdings Ltd. LLC Joseph T. Henderson** 908 27,200 7,420 Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder** 9,234 140,199 53,693 All directors and executive 50,377 1,320,732 137,681 officers Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units Amount and Nature of (e) Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Nuclear Finance Holding Inc. Douglas Castleberry* 2,792 4,700 - Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - O.H. Storey, III* 291 15,850 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive officers 51,628 1,314,733 113,692 Entergy Nuclear Holding Company Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive officers 56,041 1,333,283 126,838 Entergy Nuclear Holding Company #1 Joan L. Dobrzynski* - - - Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive officers 56,949 1,360,483 134,258 Entergy Nuclear Holding Company #2 David C. Harlan* 5,794 35,683 11,539 Curtis L. Hebert, Jr.* - - - Donald C. Hintz** 3,715 414,499 26,861 Michael R. Kansler** 1,043 27,897 3,494 J. Wayne Leonard*** 13,065 585,600 - C. John Wilder** 9,234 140,199 53,693 Jerry W. Yelverton** 8,779 57,766 987 All directors and executive officers 42,061 1,264,194 96,574 Entergy Nuclear, Inc. Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive officers 68,834 1,498,295 141,443 Entergy Operations Services, Inc. Frank F. Gallaher*** 8,091 54,667 47,041 Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 56,261 1,357,384 180,312 Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units Amount and Nature of (e) Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Power Inc. Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson*** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 71,774 1,425,799 135,148 Entergy Power Development Corporation Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 78,948 1,508,063 138,108 Entergy Power E & C Corporation Donald C. Hintz** 3,715 414,499 26,861 Doris J. Krick* - - - J. Wayne Leonard** 13,065 585,600 - Steven C. McNeal*** 3,443 21,458 21 Geoffrey D. Roberts** 26,187 124,833 601 James W. Snider* - - - C. John Wilder** 9,234 140,199 53,693 All directors and executive officers 60,630 1,298,073 89,626 Entergy Power Gas Holdings Corp. Donald C. Hintz** 3,715 414,499 26,861 Doris J. Krick* - - - J. Wayne Leonard** 13,065 585,600 - Steven C. McNeal*** 3,443 21,458 21 Geoffrey D. Roberts** 26,187 124,833 601 James W. Snider* - - - C. John Wilder** 9,234 140,199 53,693 All directors and executive officers 55,644 1,286,589 81,176 Entergy Power Generation Corporation Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts*** 26,187 124,833 601 Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 73,487 1,466,031 138,020 Entergy Power Holdings USA Corp. Michael P. Childers*** 132 15,166 2,559 Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Frederick F. Nugent* 2,207 18,015 4,410 Geoffrey D. Roberts** 26,187 124,833 601 Stanley A. Ross* 465 - - C. John Wilder** 9,234 140,199 53,693 All directors and executive officers 62,408 1,382,637 105,753 Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units Amount and Nature of (e) Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Procurement Exchange Holding Corporation Joan Dobrzynski* - - - Joseph T. Henderson* 908 27,200 7,420 Donald C. Hintz** 3,715 414,499 26,861 Jerry D. Jackson** 23,447 138,333 25,721 J. Wayne Leonard** 13,065 585,600 - James M. Neikirk** 436 22,766 3,306 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 54,248 1,350,055 117,022 Entergy PTB Holding Co. Joan Dobrzynski* - - - Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Richard J. Smith*** 307 66,665 229 O.H. Storey, III* 291 15,850 - C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton*** 8,779 57,766 987 All directors and executive officers 56,639 1,415,798 127,067 Entergy Resources Inc. Michael P. Childers*** 132 15,166 2,559 Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts** 26,187 124,833 601 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 72,837 1,443,983 133,473 Entergy Retail Holding Company Joan Dobrzynski* - - - Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Richard J. Smith*** 307 66,665 229 O. H. Storey, III* 291 15,850 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 Jerry W. Yelverton* 8,779 57,766 987 All directors and executive officers 56,639 1,415,798 127,067 Entergy Technology Holding Company Joseph T. Henderson** 908 27,200 7,420 Donald C. Hintz*** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 50,962 1,307,417 133,271 Entergy Corporation Entergy Corporation Common Stock Stock Equivalent Units Amount and Nature of (e) Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(d) Entergy Thermal-UNO LLC Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Geoffrey D. Roberts** 26,187 124,833 601 Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder** 9,234 140,199 53,693 All directors and executive officers 62,510 1,339,792 113,285 Entergy Ventures Holding Company, Inc. Joan Dobrzynski* - - - David C. Harlan*** 5,794 35,683 11,539 Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder*** 9,234 140,199 53,693 All directors and executive officers 53,964 1,338,400 144,810 EWO Marketing Holding LLC Leo P. Denault** 272 22,766 2,814 Donald C. Hintz** 3,715 414,499 26,861 J. Wayne Leonard** 13,065 585,600 - Michael G. Thompson** 10,309 74,661 32,130 C. John Wilder** 9,234 140,199 53,693 All directors and executive officers 40,717 1,260,616 115,519 * Director of the respective Company ** Named Executive Officer of the respective Company *** Director and Named Executive Officer of the respective Company (a) Based on information furnished by the respective individuals. Except as noted, each individual has sole voting and investment power. The number of shares of Entergy Corporation common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding Entergy Corporation common stock. (b) Includes 1,000 shares for Ms. Murphy in which she has joint ownership. (c) Mr. Deming was elected to the Board on January 25, 2002 and now owns 50 shares. (d) Other Beneficial Ownership includes, for the Named Executive Officers, shares of Entergy Corporation common stock that may be acquired within 60 days after December 31, 2001, in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan. (e) Represents the balances of stock equivalent units each executive holds under the Executive Annual Incentive Plan Deferral Program and the Defined Contribution Restoration Plan. These units will be paid out in a combination of Entergy Corporation Common Stock and cash based on the value of Entergy Corporation Common Stock on the date of payout. The deferral period is determined by the individual and is at least two years from the award of the bonus up until retirement for the Executive Annual Incentive Plan and at retirement for the Defined Contribution Restoration Plan. For Directors of Entergy Corporation the units are part of the Service Award for Directors. All non-employee directors are credited with 800 units for each year of service on the Board. Item 6. Part III (c) - Contracts and Transactions with System Companies During 2001, T. Baker Smith & Son, Inc. performed land- surveying services for, and received payments of approximately $105,229 from Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is President of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc. ITEM 6. Part III (d) - Indebtedness to System Companies None. ITEM 6. Part III (e) - Participation in Bonus and Sharing Arrangements and Other Benefits See Item 6. Part III (a). ITEM 6. Part III (f) - Rights to Indemnity The Certificate of Incorporation of Entergy provides that the corporation shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time. The Certificate of Incorporation also provides that Entergy may maintain insurance to protect its officers and directors against such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1)* CALENDAR YEAR 2001 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY CORPORATION Democratic National Committee Building Fund Donations $ 54,500 Republican National Committee Building Fund Donations 66,500 -------- Total $121,000 ========
* Several of the System Companies have established separate segregated funds known as political action committees, established pursuant to the Federal Election Campaign Act, in soliciting employee participation in Federal, state and local elections.
(2) CALENDAR YEAR 2001 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY CORPORATION Chambers of Commerce Civic Activity Donations $125,000 Foundation for the Midsouth Civic Activity Donations 250,000 Bureau of Governmental Research Research Donations 250 -------- Total $375,250 ======== ENTERGY ARKANSAS Arkansas State and Local Chambers of Commerce Civic Activity Donations $137,913 Arkansas Governor's Mansion Building Fund Donations 56,000 Clark County Democratic Party Civic Activity Donations 250 -------- Total $194,163 ========
(2) CALENDAR YEAR 2001 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY GULF STATES Chambers of Commerce Civic Activity Donations $13,025 Young Republican National Committee Civic Activity Donations 2,500 ------- Total $15,525 ======= ENTERGY LOUISIANA Chambers of Commerce Civic Activity Donations $112,943 Council for a Better Louisiana Civic Activity Donations 15,000 Public Affairs Research Council of Louisiana Civic Activity Donations 8,500 -------- Total $136,443 ======== ENTERGY MISSISSIPPI Chambers of Commerce Civic Activity Donations $132,449 Business Institute for Political Analysis Civic Activity Donations 12,500 Delta Council Civic Activity Donations 6,000 Congressional Black Caucus Civic Activity Donations 5,000 American Legislative Exchange Council Civic Activity Donations 2,500 Three Other Items Civic Activity Donations 2,500 -------- Total $160,949 ======== ENTERGY NEW ORLEANS Chambers of Commerce Civic Activity Donations $49,340 Bureau of Governmental Research Civic Activity Donations 250 ------- Total $49,590 =======
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (I) In Effect Serving Receiving Date of 12/31/2001 Transaction Company Company Compensation Contract (Yes/No) Fuel Purchases System Fuels Entergy Arkansas $ 3,140,599 1/12/73 Yes Fuel Purchases System Fuels Entergy Louisiana $ 62,289,928 1/12/73 Yes Fuel Purchases System Fuels Entergy Mississippi $ 206,709,578 1/12/73 Yes Fuel Purchases System Fuels Entergy New Orleans $ 16,689,678 1/12/73 Yes Certain materials & System Fuels Entergy Arkansas $ 24,852 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels Entergy Louisiana $ 39,762,289 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels System Energy $ 28,526,295 6/15/78 Yes services required for fabrication of Nuclear Fuel Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 9,129,460 N/A N/A Parts Inventory Miscellaneous Spare Parts Entergy Arkansas Entergy Mississippi $ 5,194,849 N/A N/A Inventory Miscellaneous Spare Parts Entergy Arkansas Entergy New Orleans $ 39,813 N/A N/A Inventory Miscellaneous Spare Parts Entergy Arkansas Entergy Gulf States $ 296,789 N/A N/A Inventory Miscellaneous Spare Parts Entergy Louisiana Entergy Arkansas $ 1,198,308 N/A N/A Inventory Miscellaneous Spare Parts Entergy Louisiana Entergy Mississippi $ 2,883,319 N/A N/A Inventory Miscellaneous Spare Parts Entergy Louisiana Entergy New Orleans $ 11,963,217 N/A N/A Inventory Miscellaneous Spare Parts Entergy Louisiana Entergy Gulf States $ 23,054,002 N/A N/A Inventory
(I) In Effect Serving Receiving Date Of 12/31/2001 Transaction Company Company Compensation Contract (Yes/No) Miscellaneous Spare Parts Entergy Mississippi Entergy Arkansas $ 265,694 N/A N/A Inventory Miscellaneous Spare Parts Entergy Mississippi Entergy Louisiana $ 886,664 N/A N/A Inventory Miscellaneous Spare Parts Entergy Mississippi Entergy New Orleans $ 2,173 N/A N/A Inventory Miscellaneous Spare Parts Entergy Mississippi Entergy Gulf States $ 87,631 N/A N/A Inventory Miscellaneous Spare Parts Entergy New Orleans Entergy Arkansas $ 38,749 N/A N/A Inventory Miscellaneous Spare Parts Entergy New Orleans Entergy Louisiana $ 207,545 N/A N/A Inventory Miscellaneous Spare Parts Entergy New Orleans Entergy Mississippi $ 28,707 N/A N/A Inventory Miscellaneous Spare Parts Entergy New Orleans Entergy Gulf States $ 72,442 N/A N/A Inventory Miscellaneous Spare Parts Entergy Gulf States Entergy Arkansas $ 333,303 N/A N/A Inventory Miscellaneous Spare Parts Entergy Gulf States Entergy Louisiana $ 76,646 N/A N/A Inventory Miscellaneous Spare Parts Entergy Gulf States Entergy Mississippi $ 3,769 N/A N/A Inventory Miscellaneous transmission Entergy Mississippi Entergy Gulf States $ 110,493 N/A N/A and distribution station equipment Miscellaneous transmission Entergy Louisiana Entergy Mississippi $ 158,553 N/A N/A and distribution station equipment
(I) In Effect Serving Receiving Date Of 12/31/2001 Transaction Company Company Compensation Contract (Yes/No) Capacity Use of and ETC Entergy Arkansas $ 363,899 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Louisiana $ 707,291 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Mississippi $ 860,537 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Gulf States $ 1,362,648 5-01-97 Yes Service of Local Fiber Construction and Service ETC Entergy Services $ 825,257 1-01-97 Yes of Local Fiber
Reference is made to the quarterly certificates filed pursuant to Rule 24 by Entergy Corporation in file #70-9123 for information concerning certain support services provided by non-utility companies to other non-utility companies. ITEM 8. Part II Reference is made to information under Item 6, Part III (c). ITEM 8. Part III Interstate FiberNet acts as exclusive agent to market all of Entergy Technology Company's available capacity for point-to-point communication. The compensation amount for 2001 was $3,966,625. ITEM 9. EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I. (a) In November 1992, Entergy Corporation's subsidiary, Entergy, S.A., participated in a consortium with other nonaffiliated companies that acquired a 6% interest in Central Costanera, S.A. Central Costanera, S.A. is an Argentina steam electric generating facility consisting of nine natural gas and oil fired generating units, with total installed capacity of 2,311 MW. Central Costanera, S.A. is a FUCO under the provisions of the Energy Act. At December 31, 2001 Entergy Corporation's aggregate investment in Central Costanera, S.A. was approximately $10 million. In April 1995, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Power CBA Holding Ltd., purchased a 7.8% interest in Central Termoelectrica Buenos Aires, S.A. Central Termoelectrica Buenos Aires, S.A. owns and operates a 220 MW combined cycle gas turbine at the Central Costanera S. A. power plant in Buenos Aires, Argentina. Central Termoelectrica Buenos Aires, S.A. is a FUCO under the Energy Act. At December 31, 2001, Entergy's aggregate investment in Central Buenos Aires, S.A. was approximately $3.7 million. In November 1995, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, EP Edegel, Inc., acquired a 34.7% interest in a consortium, Generandes Peru S.A. which purchased 60% of Edegel, S.A., a company that owns and operates seven hydroelectric generating stations (totaling 753 MW) and one 281 MW thermal generating station in Peru. Edegel S.A. is a FUCO under the Energy Act. At December 31, 2001, Entergy's aggregate investment in Edegel, S.A. was approximately $99 million. Entergy Corporation owns, indirectly through its wholly owned subsidiaries, Entergy Power Operations Corporation and Entergy Power Development Corporation, 100% of the outstanding capital stock of Entergy Power Operations UK Limited and Entergy Power Operations Damhead Creek Limited Partnership, each of which is a FUCO formed under the Energy Act to provide operations and maintenance services to the Damhead Creek power project in the United Kingdom. In June 1997, Entergy Corporation, indirectly through its wholly owned subsidiaries Entergy Power Development Corporation, and Entergy Power Chile, S.A., acquired an indirect 25% interest in Compania Electrica San Isidro S.A. Compania Electrica San Isidro S.A. owns and operates a 375 MW power plant in central Chile. Compania Electrica San Isidro S.A. is a FUCO under the Energy Act. At December 31, 2001, Entergy's aggregate investment in Compania Electrica San Isidro S.A. totaled approximately $9 million. Entergy Corporation owns, through a wholly owned subsidiary, Entergy Power Development Corporation, 100% of the capital stock of Damhead Creek Limited. Damhead Creek Limited owns a 792 MW power plant in the United Kingdom and is a FUCO under the Energy Act. At December 31, 2001, Entergy's aggregate investment in Damhead Creek Limited totaled approximately $67 million. Entergy Corporation owns 100% of the outstanding capital stock of Entergy Power Generation Corporation ("EPGC"), which is an EWG formed under the Energy Act to develop and hold Entergy's interests in certain domestic EWGs. At December 31, 2001, EPGC's investments included (a) a 100% indirect interest in Warren Power, LLC, an EWG which owns and operates a 300 MV gas-fired peaking facility located in Warren County, Mississippi; (b) Crete Energy Ventures, LLC, a 50% owned subsidiary which is developing (jointly with DTE Energy) a 320 MW gas-fired plant under construction in Crete, Illinois; and (c) Entergy Power Ventures, L.P., a wholly-owned subsidiary which is developing a 550 MW gas-fired plant under construction in Marshall, Texas. At December 31, 2001, Entergy's aggregate investment in EPGC was approximately $237.6 million. In July 1999, Entergy Corporation, through its wholly owned EWG subsidiaries, Entergy Nuclear Holding Company #1 and Entergy Nuclear Generation Company ("ENGC"), acquired from Boston Edison Company the Pilgrim Nuclear Power Station, a 670 MW nuclear-powered electric generating station located in Plymouth, Massachusetts. At December 31, 2001, Entergy's aggregate investment in ENGC was approximately $89.2 million. In November 2000, Entergy Corporation, through its wholly owned EWG subsidiaries, Entergy Nuclear Holding Company #1, Entergy Nuclear New York Investment Company I, Entergy Nuclear New York Investment Company II, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Fitzpatrick, LLC, acquired from the New York Power Authority ("NYPA") the 980 MW Indian Point 3 and the 825 MW James A. Fitzpatrick nuclear power plants. The Indian Point 3 plant is located in Westchester County, New York, and the James A Fitzpatrick plant is located in Oswego County, New York. At December 31, 2001, Entergy's aggregate investment in Entergy Nuclear Holding Company #1, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Fitzpatrick, LLC was approximately $169.2 million, $31.6 million, and $23.4 million, respectively. In September 2001, Entergy Corporation, through its wholly owned subsidiaries, Entergy Nuclear Holding Company, Entergy Nuclear Holding Company #3, Entergy Nuclear New York Investment Company III, and Entergy Nuclear Indian Point 2, LLC (an EWG), acquired from Consolidated Edison the 970 MW Indian Point 2 nuclear power plant. The Indian Point 2 plant is located in Westchester County, New York. At December 31, 2001, Entergy's aggregate investment in Entergy Nuclear Indian Point 2, LLC was approximately $625 million. In December 2001, Entergy Corporation, through its wholly owned subsidiaries, EWO Wind II, LLC and EWO Wind I, LLC, purchased a 99% ownership interest in Northern Iowa Windpower LLC (an EWG) that owns a 80-megawatt wind-powered generation wind farm located in northern Iowa. At December 31, 2001, Entergy's aggregate investment in Northern Iowa Windpower LLC was approximately $78.5 million. In June 2001, Entergy Corporation entered into various guarantees and other credit support arrangements for the benefit of Entergy Nuclear Holding Company #1 ("ENHC1") relating to a Letter of Credit Reimbursement Agreement among ENHC1, Entergy Corporation, certain other Entergy subsidiaries, and various banks. At December 31, 2001, Entergy's net exposure under such commitments totaled approximately $169.1 million. In June 2001, Entergy Corporation entered into a guarantee for the benefit of Entergy International Ltd., LLC ("EIL") relating to a Letter of Credit Reimbursement Agreement among EIL, Entergy Corporation, and Barclays Bank PLC. At December 31, 2001, the underlying guaranteed obligations of EIL were fully cash collateralized, so that Entergy had no net exposure under such guarantee. Pursuant to Agreement dated January 25, 2000, between Entergy Corporation and Entergy Trading and Marketing Ltd. ("ET&M"), which was subsequently assigned by ET&M to Entergy Power Development Corporation ("EPDC"), Entergy Corporation committed to issue guarantees for the benefit of EPDC, from time to time, up to an aggregate amount of $75 million at any time outstanding. As of December 31, 2001, there are no guarantees outstanding under this agreement. In May 2001, Entergy Corporation entered into a guaranty agreement with Turbine Trust 1 and other secured parties, for the benefit of EPDC, guaranteeing the obligations of EPDC under a Master Lease Agreement and related documents up to an aggregate limit of $309 million, including a Supplemental Allocation in the amount of $84 million relating to the Harrison County project currently under construction. In September, 2001, Entergy International Holdings, Ltd, LLC ("EIHL") guaranteed certain of the obligations of Entergy Nuclear Indian Point 2 LLC ("ENIP2") to Consolidated Edison Company of New York, Inc, up to an aggregate limit of $10 million. At December 31, 2001, EIHL had entered into a guaranty agreement with American Nuclear Insurers, guaranteeing the obligations of ENIP2, Entergy Nuclear Indian Point 3, LLC and Entergy Nuclear Fitzpatrick, LLC to pay any retrospective premium obligations that may become due from those companies. At December 31, 2001, Entergy Corporation had entered into a guaranty agreement with Calpine UK Holdings Limited ("CUKHL") and Saltend Cogeneration Limited ("SCCL") guaranteeing the obligations (i) of Entergy Power Saltend, Ltd ("EPSL") to CUKHL under the Share Sale and Purchase Agreement (relating to the sale by EPSL of its ownership interest in SCCL) and the related Tax Deed of Covenant, and (ii) of EPDC to SCCL under an Outstanding Works Agreement entered between such companies. In December, 2001, Entergy Corporation issued a guaranty of the obligations of EWO Wind I LLC (subject to a $95 million limit of liability) under a Loan Agreement. As of December 31, 2001, the total outstanding indebtedness under the Loan Agreement was $78,566,378. In August, 2001, Entergy Corporation had issued a guaranty to Vermont Yankee Nuclear Power Corporation ("VYNPC") guaranteeing Entergy Nuclear Vermont Yankee LLC's obligation under an August 15, 2001 Purchase and Sale Agreement to pay the $180 million purchase price for the Vermont Nuclear Plant Station and related assets. As of December 31, 2001, Entergy Power Marketing Corporation had entered into a guarantee agreement with NYPA for FitzPatrick and Indian Point 3 guaranteeing certain contractual obligations up to an aggregate amount of $20 million. Entergy Corporation has assumed financial responsibility for this guaranty pursuant to an Amended and Restated Parent Company Indemnity Agreement, dated as of 5/26/00, between Entergy and Koch Energy, Inc. At December 31, 2001, Entergy-Koch Trading, L.P. had a guarantee agreement with NYPA for FitzPatrick and Indian Point 3 guaranteeing certain contractual obligations up to a maximum amount of $20 million. Reference is hereby made to the application for EWG determination or Notification of Foreign Utility Company Status on Form U-57 filed in respect to each EWG or FUCO identified in this Form U5S in which Entergy owned an interest at December 31, 2001 for the business address of such EWG or FUCO. See "Item 1 - System Companies and Investments Therein as of December 31, 2001" for information concerning the System companies owning interests in such EWGs and FUCOs and the nature of the interest held. Part I(b); Part I(c); and Part I(d) are being filed pursuant to Rule 104. ITEM 9. Part II See Exhibits H and I. ITEM 9. Part III is being filed pursuant to Rule 104. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Financial statements and financial statement schedules filed as part of the annual report, pursuant to requirements of the Public Utility Holding Company Act of 1935. FINANCIAL STATEMENTS PAGE NO. *Independent Auditors' Consent S-1 Entergy Corporation and Subsidiaries: *Consolidating Statement of Income (Loss) for the Year S-2 Ended December 31, 2001 *Consolidating Statement of Cash Flows for the Year Ended S-6 December 31, 2001 *Consolidating Balance Sheet as of December 31, 2001 S-10 *Consolidating Statement of Retained Earnings for the Year S-18 Ended December 31, 2001 Entergy Gulf States Corporation and Subsidiaries: *Consolidating Statement of Income (Loss) for the Year S-22 Ended December 31, 2001 *Consolidating Statement of Cash Flows for the Year Ended S-24 December 31, 2001 *Consolidating Balance Sheet as of December 31, 2001 S-25 *Consolidating Statement of Retained Earnings for the Year S-26 Ended December 31, 2001 Statutory Subsidiary, accounted for as an equity investment, the Accounts of which are not included in the foregoing Consolidating Statements of Entergy Corporation and Subsidiaries: The Arklahoma Corporation: *Statement of Operations and Retained Earnings, Years Ended November 30, 2001 and 2000 S-28 *Statements of Cash Flows, Years Ended November 30, 2001 and 2000 S-29 *Balance Sheets, November 30, 2001 and 2000 S-30 *Notes to Financial Statements, November 30, 2001 and 2000 S-31 * Letter, dated April 25, 2002, regarding payment of nuclear liability insurance premiums by Entergy System companies. The following financial information indicated by an asterisk is filed herewith. The balance of the financial information has heretofore been filed with the Securities and Exchange Commission in the file numbers indicated and is incorporated herein by reference. ENTERGY CORPORATION Independent Auditors' Report and Notes to Consolidated Financial Statements of Entergy Corporation (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Consolidated Financial Statements," contained in Entergy Corporation's 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 1-11299). Financial Statement Schedules of Entergy Corporation (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 1-11299 and included in such Form 10-K). ENTERGY ARKANSAS Independent Auditors' Report and Notes to Financial Statements of Entergy Arkansas (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Financial Statements" contained in Entergy Arkansas' 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 1- 10764). Financial Statement Schedules of Entergy Arkansas (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 1-10764 and included in such Form 10-K). ENTERGY GULF STATES Independent Auditors' Report and Notes to Financial Statements of Entergy Gulf States (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Financial Statements" contained in Entergy Gulf States' 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 1-27031). Financial Statement Schedules of Entergy Gulf States (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 1-27031 and included in such Form 10-K). ENTERGY LOUISIANA Independent Auditors' Report and Notes to Financial Statements of Entergy Louisiana (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Financial Statements" contained in Entergy Louisiana's 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 1- 8474). Financial Statement Schedules of Entergy Louisiana (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 1-8474 and included in such Form 10-K). ENTERGY MISSISSIPPI Independent Auditors' Report and Notes to Financial Statements of Entergy Mississippi (Reference is made to information under the headings " Independent Auditors' Report" and "Notes to Financial Statements," contained in Entergy Mississippi's 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 0-320). Financial Statement Schedules of Entergy Mississippi (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 0-320 and included in such Form 10-K). ENTERGY NEW ORLEANS Independent Auditors' Report and Notes to Financial Statements of Entergy New Orleans (Reference is made to information under the headings " Independent Auditors' Report" and "Notes to Financial Statements," contained in Entergy New Orleans' 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 0-5807). Financial Statement Schedules of Entergy New Orleans (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 0-5807 and included in such Form 10-K). SYSTEM ENERGY Independent Auditors' Report and Notes to Financial Statements of System Energy (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Financial Statements," contained in System Energy's 2001 Financial Statements included in the Form 10-K for the year ended December 31, 2001, in File No. 1-9067). Financial Statement Schedules of System Energy (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2001, in File No. 1-9067 and included in such Form 10-K). ENTERGY CORPORATION SYSTEM COMPANIES A-1 Entergy Corporation's Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 1-11299). A-2 Entergy Arkansas' Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 1- 10764). A-3 Entergy Gulf States' Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 1-27031). A-4 Entergy Louisiana's Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 1- 8474). A-5 Entergy Mississippi's Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 0-320). A-6 Entergy New Orleans' Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 0-5807). A-7 System Energy's Annual Report on Form 10-K for the year ended December 31, 2001 (Incorporated herein by reference from File No. 1- 9067). ENTERGY CORPORATION B-1(a) Certificate of Incorporation of Entergy Corporation as executed December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059). B-1(b) By-Laws of Entergy Corporation as amended January 29, 1999, and as presently in effect (4.2 to Form S-8 in 333-75097). ENTERGY ARKANSAS B-2(a) Amended and Restated Articles of Incorporation of Entergy Arkansas effective November 12, 1999 (3(i)(c)1 to Form 10-K for the year ended December 31, 1999 in 1-10764). B-2(b) By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764). ENTERGY ENTERPRISES, INC. B-3(a) Restated Articles of Incorporation of Entergy Enterprises, Inc., as in effect December 28, 1992 (B-3(a) to Form U5S for the year ended December 31, 1997). B-3(b) By-Laws of Entergy Enterprises, Inc., as amended as of July 17, 1990 and currently in effect (A-6(a) to Form U-1 in 70- 7947). ENTERGY LOUISIANA B-4(a) Amended and Restated Articles of Incorporation of Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333- 93683). B-4(b) By-Laws of Entergy Louisiana effective November 26, 1999, and as presently in effect (3(b) to Form S-3 in 333-93683). ENTERGY MISSISSIPPI B-5(a) Amended and Restated Articles of Incorporation of Entergy Mississippi effective November 12, 1999 (3(i)(f)1 to Form 10-K for the year ended December 31, 1999 in 0-320). B-5(b) By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320). ENTERGY NEW ORLEANS B-6(a) Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599). B-6(b) By-Laws of Entergy New Orleans effective November 30, 1999, and as presently in effect (3(b) to Form S-3 in 333-95599). SYSTEM ENERGY B-7(a) Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70- 5399). B-7(b) By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067). ENTERGY SERVICES B-8(a) Certificate of Amendment of Certificate of Incorporation of Entergy Services, as executed May 5, 1998 (B-8(a) to Form U5S for the year ended December 31, 1998). B-8(b) By-Laws of Entergy Services, as of July 6, 1999, and as presently in effect (B-8(b) to Form U5S for the year ended December 31, 1999). SYSTEM FUELS, INC. B-9(a) Articles of Incorporation of System Fuels, Inc., as executed January 3, 1972 (A-1 to Form U-1 in 70-5015). B-9(b) By-Laws of System Fuels, Inc., as of July 12, 1999, and as presently in effect (B-9(b) to Form U5S for the year ended December 31, 1999). ENTERGY OPERATIONS, INC. B-10(a) Restated Certificate of Incorporation of Entergy Operations, Inc., effective June 8, 1990 (A-1(b) to Rule 24 Certificate in 70-7679). B-10(b) By-Laws of Entergy Operations, Inc., as of August 23, 1999, and as presently in effect (B-10(b) to Form U5S for the year ended December 31, 1999). ENTERGY POWER, INC. B-11(a) Restated Certificate of Incorporation of Entergy Power, Inc., effective August 20, 1990 (B-11(a) to Form U5S for the year ended December 31, 1999). B-11(b) By-Laws of Entergy Power, Inc., as amended as of October 26, 1995 and currently in effect (B-11(b) to Form U5S for the year ended December 31, 1999). ENTERGY POWER DEVELOPMENT CORPORATION B-12(a) Certificate of Incorporation of Entergy Power Development Corporation, as executed December 9, 1992 (B-14(a) to Form U5S for the year ended December 31, 1992). B-12(b) By-Laws of Entergy Power Development Corporation, as amended as of October 26, 1995 and currently in effect (B-12(b) to Form U5S for the year ended December 31, 1999). ENTERGY GULF STATES B-13(a) Restated Articles of Incorporation of Entergy Gulf States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year ended December 31, 1999 in 1-27031). B-13(b) By-Laws of Entergy Gulf States effective November 26, 1999, and as presently in effect (3(ii)(d) to Form 10-K for the year ended December 31, 1999 in 1-27031). VARIBUS L.L.C. B-14(a) Articles of Conversion of Varibus L.L.C., as executed November 6, 2000 (B-14(a) to Form U5S for the year ended December 31, 2000). B-14(b) Certificate of Organization of Varibus L.L.C., as executed November 6, 2000 (B-14(b) to Form U5S for the year ended December 31, 2000). PRUDENTIAL OIL AND GAS L.L.C. B-15(a) Articles of Conversion of Prudential Oil & Gas L.L.C., as executed November 6, 2000 (B-15(a) to Form U5S for the year ended December 31, 2000). B-15(b) Certificate of Organization of Prudential, Oil & Gas L.L.C., as executed November 6, 2000 (B-15(b) to Form U5S for the year ended December 31, 2000). GSG&T, INC. B-16(a) Charter (Articles of Association) and Amendments thereto of GSG&T, Inc., as executed May 15, 1987 (B-19(a) to Form U5B). B-16(b) By-Laws of GSG&T, Inc., as of August 10, 1998 and currently in effect (B-16(b) to Form U5S for the year ended December 31, 1998). SOUTHERN GULF RAILWAY COMPANY B-17(a) Charter (Articles of Association) and Amendments thereto of Southern Gulf Railway Company, as executed May 6, 1993 (B-20(a) to Form U5B). B-17(b) By-Laws of Southern Gulf Railway Company, as of August 10, 1998 and currently in effect (B-17(b) to Form U5S for the year ended December 31, 1998). ENTERGY TECHNOLOGY HOLDING COMPANY B-18(a) Certificate of Incorporation of Entergy Technology Holding Company, as executed February 12, 1996 (B-22(a) to Form U5S for the year ended December 31, 1996). B-18(b) By-Laws of Entergy Technology Holding Company, as of February 12, 1996 and currently in effect (B-22(a) to Form U5S for the year ended December 31, 1996). ENTERGY POWER GENERATION CORPORATION *B-19(a) Certificate of Amendment of Certificate of Incorporation of Entergy Power Generation Corporation, as executed March 23, 2001. B-19(b) By-Laws of Entergy Power Generation Corporation, as of December 26, 1996 and currently in effect (B-21(b) to Form U5S for the year ended December 31, 1997). ENTERGY HOLDINGS, INC. B-20(a) Certificate of Amendment of Certificate of Incorporation of Entergy Holdings, Inc., as executed January 25, 1999 (B-24(a) to Form U5S for the year ended December 31, 1999). B-20(b) By-Laws of Entergy Holdings, Inc., as amended November 30, 1998 and currently in effect (B-24(b) to Form U5S for the year ended December 31, 1998). ENTERGY NUCLEAR, INC. B-21(a) Certificate of Incorporation of Entergy Nuclear, Inc., as executed April 10, 1996 (B-25(a) to Form U5S for the year ended December 31, 1998). B-21(b) By-Laws of Entergy Nuclear, Inc., as amended September 10, 1998 and currently in effect (B-25(b) to Form U5S for the year ended December 31, 1998). ENTERGY OPERATIONS SERVICES, INC. B-22(a) Certificate of Amendment of Certificate of Incorporation of Entergy Operations Services, Inc., as executed July 9, 1996 (B-26(a) to Form U5S for the year ended December 31, 1998). B-22(b) By-Laws of Entergy Operations Services, Inc., as amended October 9, 1998 and currently in effect (B-26(b) to Form U5S for the year ended December 31, 1998). ENTERGY NUCLEAR HOLDING COMPANY # 1 B-23(a) Certificate of Amendment of Certificate of Incorporation of Entergy Nuclear Holding Company #1, as executed November 15, 2000 (B- 25(a) to Form U5S for the year ended December 31, 2000). B-23(b) By-Laws of Entergy Nuclear Holding Company #1, as amended July 6, 1999 and currently in effect (B-27(b) to Form U5S for the year ended December 31, 1999). ENTERGY NUCLEAR HOLDING COMPANY # 2 B-24(a) Certificate of Incorporation of Entergy Nuclear Holding Company #2, as executed May 9, 2000 (B-26(a) to Form U5S for the year ended December 31, 2000). B-24(b) By-Laws of Entergy Nuclear Holding Company #2, as of May 9, 2000 and currently in effect (B-26(b) to Form U5S for the year ended December 31, 2000). ENTERGY NUCLEAR HOLDING COMPANY *B-25(a) Certificate of Incorporation of Entergy Nuclear Holding Company, as executed August 31, 2001. B-25(b) By-Laws of Entergy Nuclear Holding Company, as of October 24, 2000 and currently in effect (B-28(b) to Form U5S for the year ended December 31, 2000). ENTERGY RETAIL HOLDING COMPANY B-26(a) Certificate of Incorporation of Entergy Retail Holding Company, as executed August 23, 2000 (B-29(a) to Form U5S for the year ended December 31, 2000). B-26(b) By-Laws of Entergy Retail Holding Company, as of August 23, 2000 and currently in effect (B-29(b) to Form U5S for the year ended December 31, 2000). ENTERGY VENTURES HOLDING COMPANY, INC. B-27(a) Certificate of Incorporation of Entergy Ventures Holding Company, Inc., as executed November 3, 2000 (B-30(a) to Form U5S for the year ended December 31, 2000). B-27(b) By-Laws of Entergy Ventures Holding Company, Inc., as of November 3, 2000 and currently in effect (B-30(b) to Form U5S for the year ended December 31, 2000). ENTERGY RESOURCES, INC. B-28(a) Certificate of Amendment of Certificate of Incorporation of Entergy Resources, Inc., as executed July 26, 2000 (B-31(a) to Form U5S for the year ended December 31, 2000). B-28(b) By-Laws of Entergy Resources, Inc., as of July 26, 2000 and currently in effect (B-31(b) to Form U5S for the year ended December 31, 2000). ENTERGY POWER GAS HOLDINGS CORPORATION B-29(a) Certificate of Incorporation of Entergy Power Gas Holdings Corporation, as executed June 15, 2000 (B-32(a) to Form U5S for the year ended December 31, 2000). B-29(b) By-Laws of Entergy Power Gas Holdings Corporation, as of June 15, 2000 and currently in effect (B-32(b) to Form U5S for the year ended December 31, 2000). ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION B-30(a) Certificate of Incorporation of Entergy Procurement Exchange Holding Corporation, as executed May 30, 2000 (B-33(a) to Form U5S for the year ended December 31, 2000). B-30(b) By-Laws of Entergy Procurement Exchange Holding Corporation, as of May 30, 2000 and currently in effect (B-33(b) to Form U5S for the year ended December 31, 2000). ENTERGY INTERNATIONAL HOLDING LTD., LLC B-31(a) Amendment No. 1 to the Limited Liability Company Agreement of Entergy International Holdings Ltd., LLC, as executed March 12, 1998 (B-34(a) to Form U5S for the year ended December 31, 2000). ENTERGY GLOBAL POWER OPERATIONS CORPORATION B-32(a) Certificate of Incorporation of Entergy Global Power Operations Corporation, as executed December 31, 1997 (B-35(a) to Form U5S for the year ended December 31, 2000). B-32(b) By-Laws of Entergy Global Power Operations Corporation, as of December 31, 1997 and currently in effect (B-35(b) to Form U5S for the year ended December 31, 2000). ENTERGY POWER HOLDINGS USA CORPORATION B-33(a) Certificate of Incorporation of Entergy Power Holdings USA Corporation, as executed February 24, 1999 (B-36(a) to Form U5S for the year ended December 31, 2000). B-33(b) By-Laws of Entergy Power Holdings USA Corporation, as of February 24, 1999 and currently in effect (B-36(b) to Form U5S for the year ended December 31, 2000). ENTERGY POWER E&C CORPORATION B-34(a) Certificate of Incorporation of Entergy Power E&C Corporation, as executed August 30, 2000 (B-37(a) to Form U5S for the year ended December 31, 2000). B-34(b) By-Laws of Entergy Power E&C Corporation, as of August 30, 2000 and currently in effect (B-37(b) to Form U5S for the year ended December 31, 2000). ENTERGY GLOBAL TRADING HOLDINGS, LTD. *B-35(a) Certificate of Incorporation of Entergy Global Trading Holdings, Ltd., as executed April 30, 1998. EWO MARKETING HOLDING, LLC *B-36(a) Amended and Restated Limited Liability Company Agreement of EWO Marketing Holding, LLC, as executed March 19, 2001. ENTERGY PTB HOLDING COMPANY *B-37(a) Certificate of Incorporation of Entergy PTB Holding Company, as executed March 1, 2001. *B-37(b) By-Laws of Entergy PTB Holding Company, as of February 28, 2001 and currently in effect. ENTERGY THERMAL-UNO, LLC *B-38(a) Limited Liability Company Agreement of Entergy Thermal-UNO, LLC, as executed July 16, 2001. ENTERGY NUCLEAR FINANCE HOLDING, INC. *B-39(a) Amended and Restated Articles of Incorporation of Entergy Nuclear Finance Holding Company, as executed August 24, 2001. *B-39(b) By-laws of Entergy Nuclear Finance Holding Company, as of August 17, 2001 and currently in effect. ENTERGY CORPORATION C-1(a) See C-2(a) through C-7(e) below for instruments defining the rights of holders of long-term debt of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and System Energy. C-1(b) Third Amended and Restated Credit Agreement, dated as of May 17, 2001, among Entergy, the Banks (Citibank, N.A., ABN AMRO Bank N.V., The Bank of New York, Bayerische Hypo-und Vereinsbank AG (New York Branch), The Industrial Bank of Japan, Ltd., The Fuji Bank, Limited, Bayerische Landesbank Girozentrale, The Chase Manhattan Bank, The Royal Bank of Scotland PLC, The Bank of Nova Scotia, Bank One, N.A., Barclays Bank PLC, Mellon Bank, N.A., Royal Bank of Canada, Union Bank of California, N.A., IntesaBCI (Los Angeles Foreign Branch), KBC Bank N.V., and Westdeutsche Landesbank Girozentrale), and Citibank, N.A., as Agent (4(a) to Form 10-Q for the quarter ended June 30, 2001 in 1- 11299). C-1(c) Assumption Agreement, dated July 12, 2001, among First Union National Bank, as Additional Lender, Entergy and Citibank N.A., as Agent (5(a) to Rule 24 Certificate dated November 6, 2001 in 70-9749). ENTERGY ARKANSAS *C-2(a) Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by fifty-six Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: 7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2- 8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)- 6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty- first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70- 6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty- fifth); C-1 to Rule 24 Certificate, dated December 1, 1982, in 70-6774 (Thirty-sixth); C-1 to Rule 24 Certificate, dated February 17, 1983, in 70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate, dated December 5, 1984, in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate, dated July 6, 1989, in 70- 7346 (Forty-first); A-8(c) to Rule 24 Certificate, dated February 1, 1990, in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended September 30, 1990, in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate, dated November 30, 1990, in 70-7802 (Forty-fourth); and A- 2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-7802 (Forty- fifth); and 4(d)(2) in 33-54298 (Forty-sixth) 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty- eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1- 10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 (Fifty-second); C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the year ended December 31, 1996 (Fifty-fourth); 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); and 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); and (Fifty-seventh). C-2(b) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities between Entergy Arkansas and Bank of New York (as Trustee), dated as of August 1, 1996 (A-1(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). C-2(c) Amended and Restated Trust Agreement of Entergy Arkansas Capital I, dated as of August 14, 1996 (A-3(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). C-2(d) Guarantee Agreement between Entergy Arkansas (as Guarantor) and The Bank of New York (as Trustee), dated as of August 14, 1996, with respect to Entergy Arkansas Capital I's obligations on its 8 1/2% Cumulative Quarterly Income Preferred Securities, Series A (A-4(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). ENTERGY LOUISIANA C-3(a) Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-six Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: 7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70- 5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70- 5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty- third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70- 6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty- eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) to Rule 24 Certificate in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty- eighth)); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty- first); A-3(a) to Rule 24 Certificate, in 70-7822 (Forty-second); A- 3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); and A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty- ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70- 7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); and A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth)). C-3(b) Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-1 in 33-30660). C-3(c) Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-2 in 33-30660). C-3(d) Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-3 in 33-30660). C-3(e) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of July 1, 1996 (A-14(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). C-3(f) Amended and Restated Trust Agreement of Entergy Louisiana Capital I dated July 16, 1996 of Series A Preferred Securities (A-16(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). C-3(g) Guarantee Agreement between Entergy Louisiana, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of July 16, 1996 with respect to Entergy Louisiana Capital I's obligation on its 9% Cumulative Quarterly Income Preferred Securities, Series A (A-19(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). ENTERGY MISSISSIPPI C-4(a) Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by sixteen Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A- 4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate in 70-7914 (Sixth); A- 2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (ninth); A-2(l) to Rule 24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719(Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); and A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth)). ENTERGY NEW ORLEANS C-5(a) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by nine Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70- 7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A- 4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth); 4(a) to Form 8-K dated March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); and C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth)). SYSTEM ENERGY C-6(a) Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-one Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981, in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70- 7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70- 7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-7382 (Thirteenth); and B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A- 2(e) to Rule 24 Certificate in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); and A- 2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty- first)). C-6(b) Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta, (Steven Kaba, Seccessor) as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate, dated January 9, 1989, in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215). C-6(c) Facility Lease No. 2, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta, as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate, dated January 9, 1989, in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B- 4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215). ENTERGY GULF STATES C-7(a) Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in 2-2449 (Mortgage); 7-A-9 in 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty- fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in 2-66612 (Thirty- eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1- 27031 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-27031 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1-27031 (Fifty-sixth); 4-2 to 2-76551 (Fifty- seventh); 4(b) to Form 10-Q for the quarter ended March 31, 1999 in 1- 27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty-ninth); and A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth)). C-7(b) Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in 2-4076). C-7(c) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of January 15, 1997 (A-11(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). C-7(d) Amended and Restated Trust Agreement of Entergy Gulf States Capital I dated January 28, 1997 of Series A Preferred Securities (A- 13(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). C-7(e) Guarantee Agreement between Entergy Gulf States, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of January 28, 1997 with respect to Entergy Gulf States Capital I's obligation on its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (A- 14(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). ENTERGY CORPORATION SYSTEM COMPANIES D-1 Copy of the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987). D-2 Copy of First Amendment to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1990 (D-2 to Form U5S for the year ended December 31, 1989). D-3 Copy of Second Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1992 (D-3 to Form U5S for the year ended December 31, 1992). D-4 Copy of Third Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1994 (D-3(a) to Form U5S for the year ended December 31, 1993). D-5 Copy of Fourth Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 1, 1997 (D-5 to Form U5S for the year ended December 31, 1996). *F Entergy Arkansas Preferred Stock Redeemed During 2001; Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2001; Entergy Gulf States Preferred Stock Redeemed During 2001; Entergy Gulf States Long-Term Debt Retired During 2001; Entergy Louisiana Preferred Stock Redeemed During 2001; Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2001; Entergy Mississippi Preferred Stock Redeemed During 2001; Entergy Mississippi Long-Term Debt, including First Mortgage Bonds, Retired During 2001; Entergy New Orleans Preferred Stock Redeemed During 2001; Entergy New Orleans General & Refunding Mortgage Bonds Retired During 2001; and System Energy Long-Term Debt, including First Mortgage Bonds Retired during 2001. H See "Item 1 System Companies and Investments Therein as of December 31, 2001" for a copy of the organization chart of Entergy Corporation and it's subsidiaries, showing the relationship of each EWG or foreign utility in which the system holds an interest to other system companies, dated December 31, 2001. *I-1 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Power Development Corporation for the year ended December 31, 2001 (Exhibit I-1 is being filed pursuant to Rule 104.). *I-2 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Global Power Operations Corporation for the year ended December 31, 2001 (Exhibit I-2 is being filed pursuant to Rule 104.). *I-3 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy International Ltd. LLC for the year ended December 31, 2001 (Exhibit I-3 is being filed pursuant to Rule 104.). *I-4 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Power Generation Corporation for the year ended December 31, 2001 (Exhibit I-4 is being filed pursuant to Rule 104.). *I-5 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Nuclear Holding Company #1 for the year ended December 31, 2001 (Exhibit I-5 is being filed pursuant to Rule 104.). *I-6 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Nuclear Indian Point 2 LLC for the year ended December 31, 2001 (Exhibit I-6 is being filed pursuant to Rule 104.). _______________________ * Exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the Securities and Exchange Commission, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The Jackson Gas Light Company, Entergy Power & Light Company and The Light, Heat and Water Company of Jackson, Mississippi are inactive companies and copies of exhibits are not included for this reason. No exhibits pertaining to ARKCO are included. (See notes (4) and (5) to Item 1 of this Form.) EXHIBIT F ITEM 4. SUPPORTING SCHEDULES Entergy Gulf States Preferred Stock Redeemed During 2001* Shares Series Redeemed Consideration NM Preferred Series 7.56% 3,499 $ 349,945 Adjustable Rate Series A 19,358 1,935,803 Adjustable Rate Series B 26,380 2,638,038 ------ ------------ 49,237 $ 4,923,786 ====== ============ Entergy Gulf States Long-Term Debt, including First Mortgage Bonds, Retired During 2001* Principal Series Amount Consideration FMB 8.21% Series Due 1/1/02 $ 2,079,490 $ 2,079,490 FMB 6.41% Series Due 8/1/01 122,750,000 122,750,000 ------------ ------------- $124,829,490 $ 124,829,490 ============ ============= EXHIBIT F ITEM 4. SUPPORTING SCHEDULES (continued) Entergy Louisiana Preferred Stock Redeemed During 2001* Shares Series Redeemed Consideration Preferred Series 8.0% 350,000 $ 35,000,000 Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2001* Principal Series Amount Consideration FMB 7.875% Series 2001 $ 18,700,000 $ 18,700,000 Waterford 3 sale/leaseback principal payments 16,387,756 16,387,756 ------------- -------------- $ 35,087,756 $ 35,087,756 ============= ============== System Energy Long Term Debt, including First Mortgage Bonds Retired During 2001* Principal Series Amount Consideration FMB Due 2001 $ 135,000,000 $ 135,000,000 Grand Gulf sale/leaseback principal payments 16,799,831 16,799,831 ------------- ------------- $ 151,799,831 $ 151,799,831 ============= ============= * All retirements of securities were made in reliance on Rule 42 promulgated under the Holding Company Act. SIGNATURES The undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. ENTERGY CORPORATION By: /s/ Nathan E. Langston Nathan E. Langston Senior Vice President and Chief Accounting Officer Dated: May 1, 2002 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Entergy Corporation Annual Report (Form U5S) to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 2001, of our reports dated January 31, 2002, included in the combined Annual Report (Form 10-K) to the Securities and Exchange Commission of Entergy Corporation and the financial statements of its subsidiaries (Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc. and System Energy Resources, Inc., ) for the year ended December 31, 2001. Deloitte & Touche LLP New Orleans, Louisiana April 30, 2002
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2001 (In Thousands, Except Share Data) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Operating Revenues: Domestic electric $ 7,244,827 $ 2,176,470 $ 1,776,776 $ 2,590,836 $ 1,901,913 Natural gas 185,902 .... .... 57,724 .... Competitive businesses 2,190,170 (2,089,084) .... .... .... -------------------------------------------------------------------- Total 9,620,899 87,386 1,776,776 2,648,560 1,901,913 -------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 3,681,677 (887,545) 397,080 1,061,037 620,415 Purchased power 1,021,432 839,892 397,885 467,196 410,435 Nuclear refueling outage expenses 89,145 (23,392) 28,695 11,159 12,624 Other operation and maintenance 2,151,742 407,511 364,409 422,667 299,532 Decommissioning 3,189 .... 13 6,247 10,422 Taxes other than income taxes 399,849 (30,684) 35,186 118,670 77,376 Depreciation and amortization 721,033 (26,995) 174,539 191,120 171,217 Other regulatory charges (credits) (37,093) .... (721) (32,334) (24,738) Amortization of rate deferrals 16,583 .... .... 5,606 .... -------------------------------------------------------------------- Total 8,047,557 278,787 1,397,086 2,251,368 1,577,283 -------------------------------------------------------------------- Operating Income 1,573,342 (191,401) 379,690 397,192 324,630 -------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 26,209 .... 6,115 9,248 4,531 Gain / (loss) on sale of assets 5,226 (31,772) .... 2,454 152 Interest and dividend income 159,805 (72,832) 8,983 24,818 6,234 Equity in earnings of subsidiaries 180,956 620,199 .... .... .... Miscellaneous - net (22,843) 17,341 (5,109) (7,148) (4,056) -------------------------------------------------------------------- Total 349,353 532,936 9,989 29,372 6,861 -------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 544,920 (69,898) 90,260 153,393 97,887 Other interest - net 197,638 (40,053) 14,163 13,537 11,889 Distributions on preferred securities of subsidiary 18,838 .... 5,100 7,438 6,300 Allowance for borrowed funds used during construction (21,419) 1 (3,962) (9,286) (3,422) -------------------------------------------------------------------- Total 739,977 (109,950) 105,561 165,082 112,654 -------------------------------------------------------------------- Income (Loss) Before Income Taxes 1,182,718 451,485 284,118 261,482 218,837 Income Taxes 455,693 (138,346) 105,933 82,038 86,287 -------------------------------------------------------------------- Income (Loss) Before Cumulative Effect of Accounting Change 727,025 589,831 178,185 179,444 132,550 Cumulative Effect of Accounting Change (net of income taxes $10,064) 23,482 (23,482) .... .... .... -------------------------------------------------------------------- Net Income (Loss) 750,507 566,349 178,185 179,444 132,550 Preferred and Preference Dividend Requirements and Other 24,311 .... 7,744 5,025 7,495 -------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 726,196 $ 566,349 $ 170,441 $ 174,419 $ 125,055 ==================================================================== Earnings per average common share before cumulative effect of accounting change Basic $3.18 Diluted $3.13 Earnings per average common share Basic $3.29 Diluted $3.23 Dividends declared per common share $1.28 Average number of common shares outstanding Basic 220,944,270 Diluted 224,733,662
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2001 (In Thousands, Except Share Data) ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Operating Revenues: Domestic electric $ 1,093,741 $ 502,672 $ 535,027 $ .... $ 19,365 Natural gas .... 128,178 .... .... .... Competitive businesses .... .... .... .... .... --------------------------------------------------------------------- Total 1,093,741 630,850 535,027 .... 19,365 --------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 415,347 240,781 37,010 .... .... Purchased power 365,540 220,268 .... .... .... Nuclear refueling outage expenses .... .... 13,275 .... .... Other operation and maintenance 155,646 92,023 85,491 45,525 17,927 Decommissioning .... .... (13,493) .... .... Taxes other than income taxes 47,956 46,878 26,134 825 472 Depreciation and amortization 48,933 24,922 53,414 .... 332 Other regulatory charges (credits) (29,993) (12,049) 62,742 .... .... Amortization of rate deferrals .... 10,977 .... .... .... --------------------------------------------------------------------- Total 1,003,429 623,800 264,573 46,350 18,731 --------------------------------------------------------------------- Operating Income 90,312 7,050 270,454 (46,350) 634 --------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 2,559 1,987 1,769 .... .... Gain / (loss) on sale of assets 3 .... .... .... .... Interest and dividend income 18,904 .... 26,271 .... (25) Equity in earnings of subsidiaries .... .... .... 801,155 .... Miscellaneous - net (2,918) 2,330 (1,190) 18,889 (321) --------------------------------------------------------------------- Total 18,548 4,317 26,850 820,044 (346) --------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 46,950 17,699 68,833 .... .... Other interest - net 4,041 1,962 69,185 37,711 .... Distributions on preferred securities of subsidiary .... .... .... .... .... Allowance for borrowed funds used during construction (2,215) (1,703) (830) .... .... --------------------------------------------------------------------- Total 48,776 17,958 137,188 37,711 .... --------------------------------------------------------------------- Income (Loss) Before Income Taxes 60,084 (6,591) 160,116 735,983 288 Income Taxes 20,464 (4,396) 43,761 9,787 288 --------------------------------------------------------------------- Net Income (Loss) 39,620 (2,195) 116,355 726,196 .... Preferred and Preference Dividend Requirements and Other 3,082 965 .... .... .... --------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 36,538 $ (3,160) $ 116,355 $ 726,196 $ .... =====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2001 (In Thousands, Except Share Data) ENTERGY ENTERGY SYSTEM ENTERGY POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Domestic electric $ .... $ 640,921 $ 360,046 $ .... Natural gas .... .... .... .... Competitive businesses 44,244 .... .... 56,842 -------------------------------------------------------- Total 44,244 640,921 360,046 56,842 -------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 17,668 .... 4,794 .... Purchased power .... .... .... .... Nuclear refueling outage expenses .... .... .... .... Other operation and maintenance 14,206 593,180 352,966 115,681 Decommissioning .... .... .... .... Taxes other than income taxes 487 14,445 681 55 Depreciation and amortization 3,812 21,355 (323) 4,717 Other regulatory charges (credits) .... .... .... .... Amortization of rate deferrals .... .... .... .... -------------------------------------------------------- Total 36,173 628,980 358,118 120,453 -------------------------------------------------------- Operating Income 8,071 11,941 1,928 (63,611) -------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction .... .... .... .... Gain / (loss) on sale of assets .... .... .... (29,155) Interest and dividend income 847 .... 261 680 Equity in earnings of subsidiaries .... .... .... .... Miscellaneous - net (24) (7,451) (25) 1,521 -------------------------------------------------------- Total 823 (7,451) 236 (26,954) -------------------------------------------------------- Interest and Other Charges: Interest on long-term debt .... .... .... .... Other interest - net 1 2,353 2,729 14 Distributions on preferred securities of subsidiary .... .... .... .... Allowance for borrowed funds used during construction .... .... .... .... -------------------------------------------------------- Total 1 2,353 2,729 14 -------------------------------------------------------- Income (Loss) Before Income Taxes 8,893 2,137 (565) (90,579) Income Taxes 3,485 2,137 (565) (31,872) -------------------------------------------------------- Net Income (Loss) 5,408 .... .... (58,707) Preferred and Preference Dividend Requirements and Other .... .... .... .... -------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 5,408 $ .... $ .... $ (58,707) ========================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY OPERATING ACTIVITIES: CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Net Income (Loss) $ 750,507 $ 566,349 $ 178,185 $ 179,444 $ 132,550 Noncash items included in net income Amortization of rate deferrals 16,583 .... .... 5,606 .... Reserve for regulatory adjustments (359,199) (1,999) .... (27,374) (11,456) Other regulatory charges - net (37,093) .... (721) (32,334) (24,738) Depreciation, amortization and decommissioning 724,222 (25,307) 174,552 197,367 181,639 Deferred income taxes and investment tax credits 87,752 (109,967) 6,389 4,320 (27,382) Allowance for equity funds used during construction (26,209) .... (6,115) (9,248) (4,531) Cumulative effect of accounting change (23,482) 23,482 .. .. .. Gain on sale of assets (5,226) 2,617 .. (2,454) (152) Gain on sale of non-regulated businesses & property .. 29,000 .... .... .... Equity in earnings of subsidiaries (168,873) (632,282) .... .... .... Changes in working capital: Receivables 302,230 61,642 (16,073) 59,132 131,313 Fuel inventory (3,419) (7,807) 5,437 (16,753) .... Accounts payable (415,160) (83,372) (206,185) (151,090) (50,121) Taxes accrued 486,676 (423,399) 64,018 (41,764) (2,897) Interest accrued 17,287 (6,935) 2,920 (125) (1,012) Deferred fuel costs 495,007 .... 89,184 161,396 151,544 Other working capital accounts (39,978) 512,959 23,283 6,183 (71,119) Provision for estimated losses and reserves 19,093 (21,231) (978) (3,593) 4,321 Common stock dividends received .... 440,300 .... .... .... Changes in other regulatory assets 119,215 (8,285) (39,924) (54,613) 2,569 Other 275,615 (64,939) 139,206 64,386 19,987 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 2,215,548 250,826 413,178 338,486 430,515 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (1,380,417) 248,347 (280,755) (317,776) (203,059) Allowance for equity funds used during construction 26,209 .... 6,115 9,248 4,531 Nuclear fuel purchases (130,670) 56,587 (19,103) (14,148) .. Proceeds from sale/leaseback of nuclear fuel 71,964 .... 19,103 15,222 .. Investment in subsidiaries .... (239,180) .... .... .... Proceeds from sale of businesses 784,282 (784,282) .... .... .... Investment in nonregulated/nonutility properties (1,278,990) 1,278,990 .... .... .... Loans to affiliates .... .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... .... Decommissioning trust contributions and realized change in trust assets (95,571) 44,349 (10,105) (11,319) (13,651) Changes in other temporary investments - net (150,000) .... (38,397) (44,643) (6,152) Other regulatory investments (3,460) .... (3,460) .. .... Other (68,067) 98,206 .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (2,224,720) 703,017 (326,602) (363,416) (218,331) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 682,402 (187,087) 97,384 298,554 .. Common stock 64,345 80,993 .... .... .... Retirement of: Long-term debt (962,112) 650,395 .. (124,829) (35,088) Repurchase of common stock (36,895) .... .... .... .... Redemption of preferred stock (39,574) 1 .... (4,573) (35,000) Changes in short-term borrowings (37,004) 5 .... .... .... Dividends paid: Common stock (269,122) (440,300) (82,500) (83,700) (134,600) Preferred stock (24,044) (1) (5,832) (5,073) (9,047) Change in advances from parent company .... (14,500) .... .... .... Capital contributions returned to parent .... (20,000) .... .... .... Advances to subsidiaries .... (341,925) .... .... .... Other .... 10,000 .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities (622,004) (262,419) 9,052 80,379 (213,735) ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents 325 (325) .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (630,851) 691,099 95,628 55,449 (1,551) Cash and cash equivalents at beginning of year 1,382,424 (959,869) 7,838 68,279 43,959 ---------------------------------------------------------------- Cash and cash equivalents at end of year $ 751,573 $ (268,770) $ 103,466 $ 123,728 $ 42,408 ================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Net Income (Loss) $ 39,620 $ (2,195) $ 116,355 $ 726,196 $ .... Noncash items included in net income Amortization of rate deferrals .... 10,977 .... .... .... Reserve for regulatory adjustments .... .... (322,368) .... .... Other regulatory charges - net (29,993) (12,049) 62,742 .... .... Depreciation, amortization and decommissioning 48,933 24,922 39,921 1,391 332 Deferred income taxes and investment tax credits (68,133) (24,198) 106,764 11,005 (1,105) Allowance for equity funds used during construction (2,559) (1,987) (1,769) .... .... Gain on sale of assets (3) .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... .... .... Equity in earnings of subsidiaries .... .... .... (801,155) .... Changes in working capital: Receivables 1,059 33,183 142,797 (1,804) (2,445) Fuel inventory (1,388) 1,123 .... .... .... Accounts payable (46,976) (40,364) (9,587) 1,140 1,057 Taxes accrued (378) (5,823) 43,992 .... 780 Interest accrued 4,568 913 3,088 .... .... Deferred fuel costs 54,453 38,430 .... .... .... Other working capital accounts 13,672 9,115 (664) 489,997 (182) Provision for estimated losses and reserves 821 (2,669) 16 .... 354 Common stock dividends received .... .... .... 440,300 .... Changes in other regulatory assets 130,333 33,833 38,732 .... .... Other 34,081 14,495 (54,124) (19,418) 1,294 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 178,110 77,706 165,895 847,652 85 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (159,815) (61,189) (40,144) (103) (870) Allowance for equity funds used during construction 2,559 1,987 1,769 .... .... Nuclear fuel purchases .... .... (37,639) .... .... Proceeds from sale/leaseback of nuclear fuel .... .... 37,639 .... .... Investment in subsidiaries .... .... .... (239,180) .... Proceeds from sale of businesses .... .... .... .... .... Investment in nonregulated/nonutility properties .... .... .... .... .... Proceeds from other temporary investments .... .... .... .... .... Loans to affiliates .... .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... .... Decommissioning trust contributions and realized change in trust assets .... .... (16,147) .... .... Changes in other temporary investments - net (18,566) (14,859) (22,354) (4,782) (247) Other regulatory investments .. .... .... .... .... Other .... .... 29,242 897 .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (175,822) (74,061) (47,634) (243,168) (1,117) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 69,616 29,761 .... .... .... Common stock .... .... .... 64,345 .... Retirement of: Long-term debt .... .... (151,800) .... .... Repurchase of common stock .... .... .... (36,895) .... Redemption of preferred stock .... .... .... .... .... Changes in short-term borrowings .... .... .... (36,999) .... Dividends paid: Common stock (19,600) (800) (119,100) (269,122) .... Preferred stock (3,369) (724) .... .... .... Change in advances from parent company .... .... .... .... .... Capital contributions returned to parent .... .... .... .... .... Advances to subsidiaries .... .... .... (341,925) .... Other .... .... .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities 46,647 28,237 (270,900) (620,596) .... ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 48,935 31,882 (152,639) (16,112) (1,032) Cash and cash equivalents at beginning of year 5,113 6,302 202,218 26,933 1,729 ---------------------------------------------------------------- Cash and cash equivalents at end of year $ 54,048 $ 38,184 $ 49,579 $ 10,821 $ 697 ================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Net Income (Loss) $ 5,408 $ .... $ .... $ (58,707) Noncash items included in net income Amortization of rate deferrals .... .... .... .... Reserve for regulatory adjustments .... .... .... .... Other regulatory charges - net .... .... .... .... Depreciation, amortization and decommissioning 3,812 21,355 (26) 4,717 Deferred income taxes and investment tax credits (1,293) (15,941) (303) (12,338) Allowance for equity funds used during construction .... .... .... .... Gain on sale of assets .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... 29,000 Equity in earnings of subsidiaries .... .... .... .... Changes in working capital: Receivables 6,915 42,763 (35,697) 2,729 Fuel inventory 99 .... 256 .... Accounts payable (6,838) (25,924) 36,838 (482) Taxes accrued (4,984) 7,542 265 2,526 Interest accrued .... .... .... .... Deferred fuel costs .... .... .... .... Other working capital accounts (147) 5,026 (873) (1,310) Provision for estimated losses and reserves .... 8,336 .... (8,746) Common stock dividends received .... .... .... .... Changes in other regulatory assets .... .... .... .... Other (112) 26,109 2,726 (17,954) --------------------------------------------------- Net cash flow provided by (used in) operating activities 2,860 69,266 3,186 (60,565) --------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (1,702) (46,891) 7 (19,773) Allowance for equity funds used during construction .... .... .... .... Nuclear fuel purchases .... .... (3,193) .... Proceeds from sale/leaseback of nuclear fuel .... .... .... .... Investment in subsidiaries .... .... .... .... Proceeds from sale of businesses .... .... .... .... Investment in nonregulated/nonutility properties .... .... .... .... Proceeds from other temporary investments .... .... .... .... Loans to affiliates .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... Decommissioning trust contributions and realized change in trust assets .... .... .... .... Other regulatory investments .... .... .... .... Other .. .... .... .. --------------------------------------------------- Net cash flow provided by (used in) investing activities (1,702) (46,891) (3,186) (19,773) --------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt .... .... .... .... Common stock .... .... .... 80,993 Retirement of: Long-term debt .... .... .... .... Repurchase of common stock .... .... .... .... Redemption of preferred stock .... .... .... .... Changes in short-term borrowings .... .... .... .... Dividends paid: .... .... .... .... Common stock .... .... .... .... Preferred stock .... .... .... .... Change in advances from parent company .... .... .... (14,500) Capital contributions returned to parent (20,000) .... .... .. Advances to subsidiaries .... .... .... .... Other 10,000 .... .... .... --------------------------------------------------- Net cash flow provided by (used in) financing activities (10,000) .... .... 66,493 --------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... --------------------------------------------------- Net increase (decrease) in cash and cash equivalents (8,842) 22,375 .... (13,845) Cash and cash equivalents at beginning of year 16,112 19,345 1,000 23,727 --------------------------------------------------- Cash and cash equivalents at end of year $ 7,270 $ 41,720 $ 1,000 $ 9,882 ===================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Current Assets: Cash and cash equivalents: Cash $ 129,866 $ (34,026) $ 18,331 $ 19,503 $ 28,768 Temporary cash investments - at cost which approximates market 618,327 (231,364) 85,135 104,225 13,640 Special deposits 3,380 (3,380) .... .... .... ----------------------------------------------------------------- Total cash and cash equivalents 751,573 (268,770) 103,466 123,728 42,408 ----------------------------------------------------------------- Other temporary investments - at cost, which approximates market 150,000 .... 38,397 44,643 6,152 Notes receivable 2,137 368,989 .... .... 8 Accounts receivable: Customer 294,799 (107) 80,719 81,136 48,640 Allowance for doubtful accounts (19,255) 8,344 (1,667) (2,131) (1,771) Associated companies .... 387,271 65,102 34,032 9,090 Other 286,671 (133,381) 20,889 53,249 47,965 Accrued unbilled revenues 268,680 (102) 62,307 84,744 71,200 ----------------------------------------------------------------- Total receivables 830,895 262,025 227,350 251,030 175,124 ----------------------------------------------------------------- Deferred fuel costs 172,444 77,690 17,246 126,730 .. Accumulated deferred income taxes 6,488 75,894 22,698 .... 42,566 Fuel inventory - at average cost 97,497 31,365 4,372 54,011 .... Materials and supplies - at average cost 460,644 (133,119) 75,499 95,674 77,523 Deferred nuclear refueling outage costs 79,755 (52,423) 14,508 .... 4,096 Prepayments and other 129,251 (4,616) 53,386 22,373 9,000 ----------------------------------------------------------------- Total 2,680,684 357,035 556,922 718,189 356,877 ----------------------------------------------------------------- Other Property and Investments: Investment in affiliates - at equity 766,103 7,128,243 11,217 .... 14,230 Decommissioning trust funds 1,775,950 (921,245) 351,114 245,382 119,663 Non-utility property - at cost (less 295,616 (70,705) 1,465 194,830 21,671 accumulated depreciation) Other 495,542 (475,699) 2,976 15,970 .... ----------------------------------------------------------------- Total 3,333,211 5,660,594 366,772 456,182 155,564 ----------------------------------------------------------------- Utility Plant: Electric 26,359,376 (1,685,933) 5,399,294 7,694,226 5,456,093 Plant acquisition adjustment 374,399 (374,099) .... .... .... Property under capital lease 753,310 1 35,604 28,087 239,395 Natural gas 201,841 (59,100) .... .... .... Construction work in progress 882,829 (331,695) 157,994 59,100 110,792 Nuclear fuel under capital leases 265,464 154,043 65,556 221,730 70,316 Nuclear fuel 232,387 (156,543) 8,156 67,688 .... ----------------------------------------------------------------- Total 29,069,606 (2,453,326) 5,666,604 8,070,831 5,876,596 Less - Accumulated depreciation and amortization 11,805,578 (31,417) 2,615,013 3,750,770 2,538,964 ----------------------------------------------------------------- Utility plant - net 17,264,028 (2,421,909) 3,051,591 4,320,061 3,337,632 ----------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 946,126 19,868 164,146 426,623 179,368 Unamortized loss on reacquired debt 166,546 .... 40,817 34,321 28,341 Other regulatory assets 707,439 10,474 260,535 201,329 73,754 Long-term receivables 28,083 8 .... 26,576 1,515 Accumulated Deferred Income Taxes .... 64,197 .... .... .... Other 784,194 (567,240) 10,797 26,460 16,650 ----------------------------------------------------------------- Total 2,632,388 (472,693) 476,295 715,309 299,628 ----------------------------------------------------------------- Total $ 25,910,311 $ 3,123,027 $ 4,451,580 $ 6,209,741 $ 4,149,701 =================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Assets: Cash and cash equivalents: Cash $ 12,883 $ 5,237 $ 15 $ .... $ 149 Temporary cash investments - at cost which approximates market 41,165 32,947 49,564 10,821 548 Special deposits .... .... .... .... .... ----------------------------------------------------------------- Total cash and cash equivalents 54,048 38,184 49,579 10,821 697 ----------------------------------------------------------------- Other temporary investments - at cost, which approximates market 18,566 14,859 22,354 4,782 247 Notes receivable - associated companies .... .... .... 368,992 .... Accounts receivable: Customer 50,370 33,827 .... .... .... Allowance for doubtful accounts (1,044) (2,234) .... .... .... Associated companies 14,201 10,527 70,755 4,915 3,676 Other 2,892 4,511 1,193 2,517 .... Accrued unbilled revenues 30,300 20,027 .... .... .... ----------------------------------------------------------------- Total receivables 96,719 66,658 71,948 7,432 3,676 ----------------------------------------------------------------- Deferred fuel costs 106,158 .. .... .... .... Accumulated deferred income taxes .... 4,882 .... .... 2,663 Fuel inventory - at average cost 4,824 3,081 .... .... .... Materials and supplies - at average cost 16,896 8,273 51,665 .... 142 Deferred nuclear refueling outage costs .... .... 8,728 .... .... Prepayments and other 8,521 26,239 1,631 .... 1,042 ----------------------------------------------------------------- Total 305,732 162,176 205,905 392,027 8,467 ----------------------------------------------------------------- Other Property and Investments: Investment in affiliates - at equity 5,531 3,259 .... 7,860,109 .... Decommissioning trust funds .... .... 138,546 .... .... Non-utility property - at cost (less 6,723 .... .... .... .... accumulated depreciation) Other - at cost (less accumulated depreciation) .... .... .... .... .... ----------------------------------------------------------------- Total 12,254 3,259 138,546 7,860,109 .... ----------------------------------------------------------------- Utility Plant: Electric 1,939,182 597,575 3,098,446 .... 12,291 Plant acquisition adjustment .... .... .... .... .... Property under capital lease 211 .... 450,014 .... .... Natural gas .... 142,741 .... .... .... Construction work in progress 110,450 43,166 36,868 .... 833 Nuclear fuel under capital leases .... .... 61,905 .... .... Nuclear fuel .... .... .... .... .... ----------------------------------------------------------------- Total 2,049,843 783,482 3,647,233 .... 13,124 Less - Accumulated depreciation and amortization 741,892 396,535 1,416,337 .... 11,309 ----------------------------------------------------------------- Utility plant - net 1,307,951 386,947 2,230,896 .... 1,815 ----------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 22,387 .... 173,470 .... .... Unamortized loss on reacquired debt 13,925 761 48,381 .... .... Deferred fuel costs .. .... .... .... .... Other regulatory assets 13,503 10,843 157,949 .... .... Long-term receivables .... .... .... .... .... Accumulated Deferred Income Taxes .... .... .... .... .... Other 7,274 2,051 8,894 98,488 .... ----------------------------------------------------------------- Total 57,089 13,655 388,694 98,488 .... ----------------------------------------------------------------- Total $ 1,683,026 $ 566,037 $2,964,041 $ 8,350,624 $ 10,282 =================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ASSETS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Current Assets: Cash and cash equivalents: Cash $ 4 $ 8,454 $ 1,000 $ 1,496 Temporary cash investments - at cost which approximates market 7,266 33,266 .... 8,386 Special deposits .... .... .... .... ------------------------------------------------------ Total cash and cash equivalents 7,270 41,720 1,000 9,882 ------------------------------------------------------ Other temporary investments - at cost, which approximates market .... .... .... .... Notes receivable .... 62 .... 2,064 Accounts receivable: Customer .... .... .... .... Allowance for doubtful accounts .... .... .... (2,064) Associated companies 156 118,575 40,774 15,468 Other 4,483 15,588 3 .. Accrued unbilled revenues .... .... .... .... ------------------------------------------------------ Total receivables 4,639 134,163 40,777 13,404 ------------------------------------------------------ Deferred fuel costs .... .... .... .... Accumulated deferred income taxes 6,115 .... .... 3,458 Fuel inventory - at average cost 865 .... 61,709 .... Materials and supplies - at average cost 1,794 41 .... 18 Deferred nuclear refueling outage costs .... .... .... .... Prepayments and other 69 749 10 1,615 ------------------------------------------------------ Total 20,752 176,735 103,496 30,441 ------------------------------------------------------ Other Property and Investments: Investment in affiliates - at equity .... .... .... .... Decommissioning trust funds .... .... .... .... Non-utility property - at cost (less .... .... .... 222 accumulated depreciation) Other - at cost (less accumulated depreciation) .... .... .... 897 ------------------------------------------------------ Total .... .... .... 1,119 ------------------------------------------------------ Utility Plant: Electric 149,849 269,637 24,424 32,426 Plant acquisition adjustment 300 .... .... .... Property under capital lease .... .... .. .... Natural gas .... .... .... .... Construction work in progress 2,074 29,838 .. 19 Nuclear fuel under capital leases .... .... .... .... Nuclear fuel .... .... .... .... ------------------------------------------------------ Total 152,223 299,475 24,424 32,445 Less - Accumulated depreciation and amortization 91,196 179,074 24,415 8,656 ------------------------------------------------------ Utility plant - net 61,027 120,401 9 23,789 ------------------------------------------------------ Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net .... .... .... .... Unamortized loss on reacquired debt .... .... .... .... Deferred fuel costs .... .... .... .... Other regulatory assets .... .... .... .... Long-term receivables .... .... .... .... Accumulated Deferred Income Taxes .... 36,650 .... 27,547 Other .... 16,645 107 29,588 ------------------------------------------------------ Total .... 53,295 107 57,135 ------------------------------------------------------ Total $ 81,779 $ 350,431 $ 103,612 $ 112,484 ======================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Current Liabilities: Currently maturing long-term debt $ 682,771 $ (98,332) $ 85,000 $ 147,921 $ 185,627 Notes payable: Associated companies .... 10,000 .... .... .... Other 351,018 (350) 667 .... .... Accounts payable: Associated companies .... 370,850 32,868 38,728 73,208 Other 592,529 (77,343) 87,036 135,023 93,460 Customer deposits 188,230 (54) 32,589 45,876 61,359 Taxes accrued 700,133 (111,399) 104,281 90,604 20,410 Accumulated deferred income taxes .... 43,829 .... 21,412 .... Nuclear refueling outage costs 2,080 .... .... 2,080 .... Interest accrued 192,420 (12,144) 30,544 43,414 34,524 Deferred fuel cost .... 77,689 .... .... 67,493 Obligations under capital leases 149,352 (1) 51,973 36,668 34,171 System Energy Refund .... 102,182 53,732 .... .... Other 345,387 (253,920) 17,221 20,995 14,119 ----------------------------------------------------------------- Total 3,203,920 51,007 495,911 582,721 584,371 ----------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 3,574,664 47,254 809,742 1,227,084 776,610 Accumulated deferred investment tax credits 471,090 (1) 83,239 163,766 111,942 Taxes Accrued 250,000 .... .... .... .... SFAS 109 regulatory liability - net .... 19,868 .... .... .... Obligations under capital leases 181,085 (15) 49,187 60,163 36,144 FERC settlement - refund obligation .... .... .... .... .... Other regulatory liabilities 135,878 .... .... .... .... Decommissioning 1,194,333 (909,304) .... 144,926 .... Transition to competition 231,512 .... 152,414 79,098 .... Regulatory reserves 37,591 (4,000) .... 33,591 .... Accumulated provisions 425,399 (147,172) 41,415 63,811 68,522 Other 852,269 (338,092) 107,424 93,719 82,780 ----------------------------------------------------------------- Total 7,353,821 (1,331,462) 1,243,421 1,866,158 1,075,998 ----------------------------------------------------------------- Long-term debt 7,321,028 (1,279,830) 1,308,075 1,958,897 1,091,329 Subsidiaries' preferred stock with sinking fund 26,185 .... .... 26,185 .. Subsidiaries' preferred stock without sinking fund 334,337 (334,337) .... .... .... Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000 Shareholders' Equity: Subsidiaries' preferred stock without sinking fund .... 334,338 116,350 47,327 100,500 Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 248,174,087 shares 2,482 .... .... .... .... Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900 Paid-in capital 4,662,704 1,878,157 591,127 1,157,459 .... Capital stock expense and other .... 336,216 .... .... (1,718) Retained earnings 3,638,448 1,185,807 636,226 371,939 140,321 Accumulated other comprehensive income (loss) (88,794) (214) .... .... .... Less - treasury stock at cost (27,441,384 shares in 2001) 758,820 .... .... .... .... ----------------------------------------------------------------- Total common shareholders' equity 7,456,020 6,017,649 1,344,173 1,690,780 1,328,003 ----------------------------------------------------------------- Total $ 25,910,311 $ 3,123,027 $4,451,580 $6,209,741 $4,149,701 =================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Liabilities: Currently maturing long-term debt $ 65,000 $ .... $ 100,891 $ .... $ .... Notes payable: Associated companies .... .... .... .... .... Other .... .... .... 350,001 .... Accounts payable: Associated companies 45,554 18,199 2,404 13,618 1,084 Other 27,383 23,640 14,316 5,105 1,707 Customer deposits 29,421 18,931 .... .... .... Taxes accrued 31,484 .. 112,522 215,368 .... Accumulated deferred income taxes 19,277 .. 2,360 .... 780 Nuclear refueling outage costs .... .... .... .... .... Interest accrued 17,667 7,032 47,095 .... .... Deferred fuel cost .... 10,196 .... .... .... Obligations under capital leases 36 .... 26,503 .... .... System Energy Refund 14,836 33,614 .... .... .... Other 1,964 1,799 1,583 7,861 .... ------------------------------------------------------------------- Total 252,622 113,411 307,674 591,953 3,571 ------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 266,498 25,326 498,404 .... .... Accumulated deferred investment tax credits 17,908 5,361 86,040 .... .... Taxes Accrued .... .... .... 250,000 .... SFAS 109 regulatory liability - net .... 19,868 .... .... .... Obligations under capital leases 175 .... 35,401 .... .... FERC settlement - refund obligation .... .... .. .... .... Other regulatory liabilities .... .. 135,878 .... .... Decommissioning .... .... 140,103 .... .... Regulatory reserves .... .... .. .... .... Accumulated provisions 7,627 5,802 705 .... 912 Other 37,678 16,735 39,117 52,651 4,799 ------------------------------------------------------------------- Total 329,886 73,092 935,648 302,651 5,711 ------------------------------------------------------------------- Long-term debt 589,762 229,097 830,038 .... .... Subsidiaries' preferred stock with sinking fund .... .... .... .... .... Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures .... .... .... .... .... Notes payable to associated companies .... .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... .... Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 248,174,087 shares .... .... .... 2,482 .... Common stock of subsidiaries 199,326 33,744 789,350 .... 5 Paid-in capital .... 36,294 .... 4,662,704 995 Capital stock expense and other (59) .... .... .... .... Retained earnings 261,108 60,619 101,331 3,638,448 .... Accumulated other comprehensive income (loss) .... .... .... (88,794) .... Less - treasury stock at cost (27,441,384 shares in 2001) .... .... .... 758,820 .... ------------------------------------------------------------------- Total common shareholders' equity 510,756 150,437 890,681 7,456,020 1,000 ------------------------------------------------------------------- Total $ 1,683,026 $ 566,037 $ 2,964,041 $ 8,350,624 $ 10,282 ===================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Current Liabilities: Currently maturing long-term debt $ .... $ .... $ .... $ .... Notes payable: Associated companies 10,000 .... .... .... Other .... .... .... .... Accounts payable: Associated companies 3,332 105,582 27,950 8,323 Other 470 86,013 39,755 1,278 Customer deposits .... .... .... .... Taxes accrued .... 13,340 725 .... Accumulated deferred income taxes .... .... .... .... Nuclear refueling outage costs .... .... .... .... Interest accrued .... .... .... .... Obligations under capital leases .... .... .. .... Other .... 7,463 (25) 18,487 ---------------------------------------------------- Total 13,802 212,398 68,405 28,088 ---------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 17,343 .... 911 .... Accumulated deferred investment tax credits .... 2,700 133 .... SFAS 109 regulatory liability - net .... .... .... .... Obligations under capital leases .... .... .... .... FERC settlement - refund obligation .... .... .... .... Other regulatory liabilities .... .... .... .... Decommissioning .... .... .... .... Transition to competition .... .... .... .... Regulatory reserves .... .... .... .... Accumulated provisions .... 59,310 .... 30,123 Other .... 76,003 357 2,914 ---------------------------------------------------- Total 17,343 138,013 1,401 33,037 ---------------------------------------------------- Long-term debt .... .... 34,000 .. Subsidiaries' preferred stock with sinking fund .... .... .... .... Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures .... .... .... .... Notes payable to associated companies .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund .... .... .... .... Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 248,174,087 shares .... .... .... .... Common stock of subsidiaries 55 20 20 57,400 Paid-in capital 92,282 .... .... .... Capital stock expense and other .... .... .... 337,993 Retained earnings (41,703) .... .... (344,034) Accumulated other comprehensive income (loss) .. .. (214) .. Less - treasury stock at cost (27,441,384 shares in 2001) .... .... .... .... ---------------------------------------------------- Total common shareholders' equity 50,634 20 (194) 51,359 ---------------------------------------------------- Total $ 81,779 $ 350,431 $ 103,612 $ 112,484 ====================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2001 (IN THOUSANDS) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Retained Earnings, January 1, 2001 $ 3,190,639 $ 1,064,044 $ 548,285 $ 285,128 $ 150,319 Add: Earnings applicable to common stock 750,507 566,349 178,185 179,444 132,550 Increase in Investment in subsidiary .... .... .... .... .... ------------------------------------------------------------------- Total 3,941,146 1,630,393 726,470 464,572 282,869 ------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock 24,311 .... 7,744 5,025 7,495 Common stock 278,342 440,300 82,500 83,700 134,600 Capital stock and other expenses 45 4,286 .... 3,908 453 Return of capital to parent .... .... .... .... .... ------------------------------------------------------------------- Total 302,698 444,586 90,244 92,633 142,548 ------------------------------------------------------------------- Retained Earnings, December 31, 2001 $ 3,638,448 $ 1,185,807 $ 636,226 $ 371,939 $ 140,321 ===================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2001 (IN THOUSANDS) ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Retained Earnings, January 1, 2001 $ 244,170 $ 64,579 $ 104,076 $ 3,190,639 $ .... Add: Earnings applicable to common stock 39,620 (2,195) 116,355 726,196 .... Increase in Investment in subsidiary .... .... .... .... .... ---------------------------------------------------------------- Total 283,790 62,384 220,431 3,916,835 .... ---------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock 3,082 965 .... .... .... Common stock 19,600 800 119,100 278,342 .... Capital stock and other expenses .... .... .... 45 .... Return of capital to parent .... .... .... .... .... ---------------------------------------------------------------- Total 22,682 1,765 119,100 278,387 .... ---------------------------------------------------------------- Retained Earnings, December 31, 2001 $ 261,108 $ 60,619 $ 101,331 $3,638,448 $ .... ================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2001 (IN THOUSANDS) ENTERGY ENTERGY SYSTEM ENTERGY RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Retained Earnings, January 1, 2001 $ (47,111) $ .... $ .... $ (285,402) Add: Net Income (Loss) 5,408 .... .... (58,707) Increase in Investment in subsidiary .... .... .... .... --------------------------------------------------- Total (41,703) .... .... (344,109) --------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock .... .... .... .... Common stock .... .... .... .... Capital stock and other expenses .... .... .... (75) Return of capital to parent .... .... .... .... --------------------------------------------------- Total .... .... .... (75) --------------------------------------------------- Retained Earnings, December 31, 2001 $ (41,703) $ .... $ .... $ (344,034) ===================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Electric $ 2,590,836 $ 3,578 $2,590,616 $ 3,578 $ 220 $ .... $ .... Natural gas 57,724 .... 57,724 .... .... .... .... Steam products .... .... .... .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,648,560 3,578 2,648,340 3,578 220 .... .... ------------------------------------------------------------------------------------------ Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 1,061,037 .... 1,061,037 .... .... .... .... Purchased power 467,196 .... 467,196 .... .... .... .... Nuclear refueling outage expense 11,159 .... 11,159 .... .... .... .... Other operation and maintenance 422,667 3,561 426,217 .... 9 2 .... Depreciation and decommissioning 197,367 (11) 194,767 2,111 478 .... .... Taxes other than income taxes 118,670 .... 118,670 .... .... .... .... Other regulatory charges (credits) (32,334) .. (31,998) .... (336) .... .... Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,251,368 3,550 2,252,654 2,111 151 2 .... ------------------------------------------------------------------------------------------ Operating Income (loss) 397,192 28 395,686 1,467 69 (2) .... ------------------------------------------------------------------------------------------ Other Income: Allowance for equity funds used during construction 9,248 .... 9,248 .... .... .... .... Gain on sale of assets 2,454 .... 2,454 .... .... .... .... Interest and dividend income 24,818 200 24,295 .... .... 557 166 Miscellaneous - net (7,148) 3,849 (4,765) (32) (111) 1,611 (2) ------------------------------------------------------------------------------------------ Total 29,372 4,049 31,232 (32) (111) 2,168 164 ------------------------------------------------------------------------------------------ Interest and Other Charges: Interest on long-term debt 153,393 199 153,393 78 121 .... .... Other interest - net 13,537 .... 13,537 .... .... .... .... Distributions on preferred securities of subsidiary 7,438 .... 7,438 .... .... .... .... Allowance for borrowed funds used during construction (9,286) .... (9,286) .... .... .... .... ------------------------------------------------------------------------------------------ Total 165,082 199 165,082 78 121 .... .... ------------------------------------------------------------------------------------------ Income before income taxes 261,482 3,878 261,836 1,357 (163) 2,166 164 Income tax expense (benefit) 82,038 .... 82,364 (408) 522 (387) (53) ------------------------------------------------------------------------------------------ Net income 179,444 3,878 179,472 1,765 (685) 2,553 217 Preferred and preference dividend requirements 5,025 .... 5,025 .... .... .... .... ------------------------------------------------------------------------------------------ Earnings applicable to common stock $ 174,419 $ 3,878 $ 174,447 $ 1,765 $ (685) $ 2,553 $ 217 ==========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) OPERATING ACTIVITIES: Net Income $ 179,444 $ 3,878 $ 179,472 $ 1,765 $ (685) $ 2,553 $ 217 Noncash items included in net income Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... Reserve for regulatory adjustments (27,374) .... (27,374) .... .... .... .... Other regulatory charges (credits) (32,334) .... (31,998) .... (336) .... .... Depreciation, amortization and decommissioning 197,367 (11) 194,767 2,111 478 .... .... Deferred income taxes and investment tax credits 4,320 .... 4,509 (363) 151 23 .... Allowance for equity funds used during construction (9,248) .... (9,248) .... .... .... .... Gain on sale of assets (2,454) .... (2,454) .... .... .... .... Changes in working capital: Receivables 59,132 (186,156) (125,605) (1,725) 394 206 (294) Fuel inventory (16,753) .... (16,753) .... .... .... .... Accounts payable (151,090) 328 (150,272) .... 6 (497) 1 Taxes accrued (41,764) (811) (42,646) (44) 3 (129) 241 Interest accrued (125) 36 (129) (82) 122 .... .... Deferred fuel 161,396 .... 161,396 .... .... .... .... Other working capital accounts 6,183 .... 6,183 .... .... .... .... Provision for estimated losses and reserves (3,593) .... (3,593) .... .... .... .... Changes in other regulatory assets (54,613) .... (54,613) .... .... .... .... Other 64,386 182,736 273,097 (1,692) (142) (24,142) 1 ------------------------------------------------------------------------------------- Net cash flow provided by operating activities 338,486 .... 360,345 (30) (9) (21,986) 166 ------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (317,776) .... (317,776) .... .... .... .... Allowance for equity funds used during construction 9,248 .... 9,248 .... .... .... .... Nuclear fuel purchases (14,148) .... (14,148) .... .... .... .... Proceeds from sale/leaseback of nuclear fuel 15,222 .... 15,222 .... .... .... .... Decommissioning trust contributions and realized change in trust assets (11,319) .... (11,319) .... .... .... .... Changes in other regulatory investments - net (44,643) .... (44,643) .... .... .... .... Other regulatory investments .. .... .. .... .... .... .... ------------------------------------------------------------------------------------- Net cash flow used by investing activities (363,416) .... (363,416) .... .... .... .... ------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 298,554 .... 298,554 .... .... .... .... Retirement of long-term debt (124,829) .... (124,829) .... .... .... .... Redemption of preferred stock (4,573) .... (4,573) .... .... .... .... Dividends paid: Common stock (83,700) .... (83,700) .... .... .... .... Preferred stock (5,073) .... (5,073) .... .... .... .... ------------------------------------------------------------------------------------- Net cash flow used by financing activities 80,379 .... 80,379 .... .... .... .... ------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 55,449 .... 77,308 (30) (9) (21,986) 166 Cash and cash equivalents at beginning of year 68,279 .... 41,101 75 39 23,246 3,818 ------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $123,728 $ .... $ 118,409 $ 45 $ 30 $ 1,260 $ 3,984 =====================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents: Cash $ 19,503 $ .... $ 19,424 $ 45 $ 30 $ 2 $ 2 Temporary cash investments - at cost which approximates market 104,225 .... 98,985 .... .... 1,258 3,982 --------------------------------------------------------------------------------------- Total cash and cash equivalents 123,728 .... 118,409 45 30 1,260 3,984 Other temporary investments 44,643 .... 44,643 .... .... .... .... Notes receivable associated companies .... .... .... .... .... .... .... Accounts receivable: Customer 81,136 .... 80,321 .... .... 815 .... Allowance for doubtful accounts (2,131) .... (2,131) .... .... .... .... Associated companies 34,032 4,885 33,116 3,480 .... 1,507 814 Other 53,249 .... 53,249 .... .... .... .... Accrued unbilled revenues 84,744 .... 84,744 .... .... .... .... Deferred fuel costs 126,730 .... 126,730 .... .... .... .... Fuel inventory - at average cost 54,011 .... 54,011 .... .... .... .... Materials and supplies - at average cost 95,674 .... 95,674 .... .... .... .... Rate deferrals .... .... .... .... .... .... .... Prepayments and other 22,373 2,126 22,375 333 249 1,145 397 --------------------------------------------------------------------------------------- Total 718,189 7,011 711,141 3,858 279 4,727 5,195 --------------------------------------------------------------------------------------- Other Property and Investments: Decommissioning trust funds 245,382 .... 245,382 .... .... .... .... Non-utility property - at cost (less accumulated depreciation) 194,830 186,116 .... 8,167 547 .... Other 15,970 31,731 47,701 .... .... .... .... --------------------------------------------------------------------------------------- Total 456,182 31,731 479,199 .... 8,167 547 .... --------------------------------------------------------------------------------------- Utility Plant: Electric 7,694,226 .... 7,624,617 69,609 .... .... .... Property under capital lease 28,087 .... 28,087 .... .... .... .... Natural gas 59,100 .... 59,100 .... .... .... .... Construction work in progress 221,730 .... 221,730 .... .... .... .... Nuclear fuel under capital leases 67,688 .... 67,688 .... .... .... .... ---------------------------------------------------------------------------------------- Total 8,070,831 .... 8,001,222 69,609 .... .... .... Less - Accumulated depreciation and amortization 3,750,770 .... 3,697,620 53,150 .... .... .... ---------------------------------------------------------------------------------------- Utility plant - net 4,320,061 .... 4,303,602 16,459 .... .... .... ---------------------------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 426,623 .... 426,623 .... .... .... .... Unamortized loss on reacquired debt 34,321 .... 34,321 .... .... .... .... Other regulatory assets 201,329 .... 201,329 .... .... .... .... Long-term receivables 26,576 .... 26,576 .... .... .... .... Other 26,460 .... 26,460 .... .... .... .... ---------------------------------------------------------------------------------------- Total 715,309 .... 715,309 .... .... .... .... ---------------------------------------------------------------------------------------- TOTAL $6,209,741 $ 38,742 $6,209,251 $ 20,317 $ 8,446 $ 5,274 $ 5,195 ========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Currently maturing long-term debt $147,921 $ .... $ 147,921 $ .... $ .... $ .... $ .... Notes payable - associated companies .... .. .... .. .... .... .... Accounts payable: Associated companies 38,728 5,219 43,023 1 919 .... 4 Other 135,023 .... 135,023 .... .... .. .... Customer deposits 45,876 .... 45,876 .... .... .... .... Taxes accrued 90,604 1,792 92,396 .... .... .... .. Accumulated deferred income taxes 21,412 .... 21,412 .... .... .... .... Nuclear refueling reserve 2,080 .... 2,080 .... .... .... .... Interest accrued 43,414 243 43,413 .. 244 .... .... Obligations under capital leases 36,668 .... 36,668 .... .... .... .... Other 20,995 .... 20,995 .... .... .... .... ---------------------------------------------------------------------------------------- Total 582,721 7,254 588,807 1 1,163 .. 4 ---------------------------------------------------------------------------------------- Deferred Credits: Accumulated deferred income taxes 1,227,084 .... 1,227,915 769 (1,097) (403) (100) Accumulated deferred investment tax credits 163,766 .... 163,766 .... .... .... .... Obligations under capital leases 60,163 .... 60,163 .... .... .... .... Other regulatory liabilities .. .... .... .... .... .... .... Decommissioning 144,926 .... 144,926 .... .... .... .... Transition to competition 79,098 .... 79,098 .... .... .... .... Regulatory reserves 33,591 .... 33,591 .... .... .... .... Accumulated provisions 63,811 .... 63,811 .... .... .... .... Other 93,719 .... 86,311 .... 7,408 .... .... ---------------------------------------------------------------------------------------- Total 1,866,158 .... 1,859,581 769 6,311 (403) (100) ---------------------------------------------------------------------------------------- Long-term debt 1,958,897 1,508 1,958,897 .... 1,508 .... .... Preferred stock with sinking fund 26,185 .... 26,185 .... .... .... .... Preference stock .... .... .... .... .... .... .... Company - obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 85,000 .... 85,000 .... .... .... .... Shareholder's Equity: Preferred stock without sinking fund 47,327 .... 47,327 .... .... .... .... Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares 114,055 .... 114,055 .... .... .... .... Common stock of subsidiaries .... 138 .... 25 1 100 12 Additional paid-in capital 1,157,459 73,152 1,157,460 11,155 .... 15,966 46,030 Capital stock expense and other .... .... .... .... .... .... .... Retained earnings 371,939 (43,310) 371,939 8,367 (537) (10,389) (40,751) ---------------------------------------------------------------------------------------- Total 1,690,780 29,980 1,690,781 19,547 (536) 5,677 5,291 ---------------------------------------------------------------------------------------- TOTAL $6,209,741 $ 38,742 $6,209,251 $ 20,317 $ 8,446 $ 5,274 $ 5,195 ========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2001 (IN THOUSANDS) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Retained Earnings, January 1, 2001 $ 285,128 $ (47,160) $ 285,128 $ 6,602 $ 148 $ (12,942) $ (40,968) Add: Net Income (Loss) 179,444 3,878 179,472 1,765 (685) 2,553 217 --------------------------------------------------------------------------------------- Total 464,572 (43,282) 464,600 8,367 (537) (10,389) (40,751) --------------------------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock 5,025 .... 5,025 .... .... .... .... Common stock 83,700 .... 83,700 .... .... .... .... Capital stock and other expenses 3,908 28 3,936 .... .... .... .... --------------------------------------------------------------------------------------- Total 92,633 28 92,661 .... .... .... .... --------------------------------------------------------------------------------------- Retained Earnings, December 31, 2001 $ 371,939 $ (43,310) $ 371,939 $ 8,367 $ (537) $ (10,389) $ (40,751) =======================================================================================
THE ARKLAHOMA CORPORATION STATEMENT OF OPERATIONS AND RETAINED EARNINGS YEARS ENDED NOVEMBER 30, 2001 AND 2000 (IN THOUSANDS) 2001 2000 Revenues - Interest income $ 9 $ 12 - Other - - ---- ----- Total 9 12 Expenses - Administrative and general 9 8 - Other - - ---- ----- Total 9 8 ---- ----- Income before Federal and state income taxes - 4 Federal and state income taxes - - ---- ----- Net Income - 4 ---- ----- Retained Earnings - beginning of year 317 313 Less: Dividends Declared - - ---- ----- Retained Earnings - end of year $317 $ 317 ==== ===== The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED NOVEMBER 30, 2001 and 2000 (IN THOUSANDS) 2001 2000 OPERATING ACTIVITIES: Net Income $ - $ 4 Cumulative effect of a Change in Accounting for Income Taxes - - Changes in working capital: Accounts receivable (4) (61) Accounts payable - (10) ------ ------ Net cash flow used by operating activities (4) (67) ------ ------ Net (decrease) in cash and cash equivalents (4) (67) Cash and cash equivalents at beginning of year 59 126 ------ ------ Cash and cash equivalents at end of year $ 55 $ 59 ====== ====== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for income taxes $ 1 $ - ====== ====== The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION BALANCE SHEETS NOVEMBER 30, 2001 AND 2000 (IN THOUSANDS) ASSETS 2001 2000 Utility Plant: Electric plant in service - at cost $ 2,562 $ 2,562 Less - Accumulated depreciation 2,249 2,249 ------- -------- Utility Plant - Net 313 313 ------- -------- Current Assets: Cash and cash equivalents 55 59 Accounts receivable - associated companies 65 61 ------- -------- Total 120 120 ------- -------- Total $ 433 $ 433 ======= ======== CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $100 par value, authorized 12,000 shares; issued and outstanding, 500 shares $ 50 $ 50 Retained earnings 317 317 ------- -------- Total 367 367 ------- -------- Current Liabilities: Accounts payable 6 6 Deferred Credits: Deferred Income Taxes (SFAS 109) 60 60 ------- -------- Total $ 433 $ 433 ======= ======= The accompanying notes to financial statements are an integral part of these balance sheets.
THE ARKLAHOMA CORPORATION NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2001 AND 2000 1. OPERATIONS: The Arklahoma Corporation's (the "Company") utility plant consists principally of transmission facilities which are being leased to its three stockholder companies from year to year. Pursuant to the terms of the lease agreement, the lessees have agreed to pay all operating costs, including maintenance, repairs, insurance and taxes assessed upon the properties. Such amounts totaled approximately $986,200 and $662,700 in fiscal years 2001 and 2000, respectively. Under the terms of the current lease agreement, annual rentals have been discontinued but can be reinstated upon the agreement of the Company and the lessees. 2. NEW ACCOUNTING STANDARD: In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.143, "Accounting for Asset Retirement Obligations." Adoption of SFAS No. 143 is required for financial statements for periods beginning after June 15, 2002. The Company will adopt this new standard effective December 1, 2003. Management is in the process of reviewing this statement. The Company does not believe the adoption of this statement will have a material impact on its consolidated financial position or results of operation. 3. CASH AND CASH EQUIVALENTS: For purposes of these financial statements, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates market. 4. UTILITY PLANT: Through fiscal year 1980, depreciation was provided using a straight- line rate based on the electric plant's estimated composite service life of 33 years with a salvage value of 10%. The utility plant became fully depreciated for financial reporting purposes in fiscal year 1980, and no depreciation was provided in fiscal years 1981, 1982 or 1983. In 1984, the Company acquired additional property, which was depreciated over the remaining term of the lease. For income tax reporting purposes, depreciation was calculated using a straight-line rate with no estimated salvage value and an estimated useful life extended to December 1988. All property was fully depreciated as of December 31, 1988. 5. INCOME TAXES: Income taxes are accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." This statement requires the liability method of accounting for income taxes. Under the liability method, the deferred tax liability, or asset, is determined based on the difference between the tax reporting and financial reporting bases of assets and liabilities. The effect on deferred taxes of a change in tax rates will be recognized in income in the period of the enactment of the rate change. Deferred income taxes resulted from temporary differences in financial versus tax bases of fixed assets. The net tax liability is reflected as a deferred income tax liability in the accompanying balance sheets. The Company has an Oklahoma state net operating loss carryforward available to reduce future Oklahoma State income taxes payable. The carryforward as of November 30, 2000, is $24,782 and begins to expire in 2002.