PREFERRED EQUITY (Entergy Corporation, Entergy Arkansas, and Entergy Mississippi)

The number of shares and units authorized and outstanding and dollar value of preferred stock, preferred membership interests, and non-controlling interest for Entergy Corporation subsidiaries as of December 31, 2018 and 2017 are presented below.



	Shares/Units Authorized		Shares/Units Outstanding
	2018	2017	2018	2017	2018		2017
Entergy Corporation					(Dollars in Thousands)
Utility:
Preferred Stock or Preferred Membership Interests without sinking fund:
Entergy Arkansas, 4.32%-4.72% Series	—	313,500	—	313,500		$—		$31,350
Entergy Utility Holding Company, LLC, 7.5% Series (a)	110,000	110,000	110,000	110,000	107,425		107,425
Entergy Utility Holding Company, LLC, 6.25% Series (b)	15,000	15,000	15,000	15,000	14,366		14,398
Entergy Utility Holding Company, LLC, 6.75% Series (c)	75,000	—	75,000	—	73,362		—
Entergy Mississippi, 4.36%-4.92% Series	—	203,807	—	203,807	—		20,381
Total Utility Preferred Stock or Preferred Membership Interests without sinking fund	200,000	642,307	200,000	642,307	195,153		173,554
Entergy Wholesale Commodities:
Preferred Stock without sinking fund:
Entergy Finance Holding, Inc. 8.75% (d)	250,000	250,000	250,000	250,000	24,249		24,249
Total Subsidiaries’ Preferred Stock without sinking fund	450,000	892,307	450,000	892,307		$219,402		$197,803

(a)

In October 2015, Entergy Utility Holding Company, LLC issued 110,000 units of $1,000 liquidation value 7.5% Series A Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after January 1, 2036, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $2,575 thousand of preferred stock issuance costs.

(b)

In November 2017, Entergy Utility Holding Company, LLC issued 15,000 units of $1,000 liquidation value 6.25% Series B Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2038, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $634 thousand of preferred stock issuance costs.

(c)

In November 2018, Entergy Utility Holding Company, LLC issued 75,000 units of $1,000 liquidation value 6.75% Series C Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2039, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $1,638 thousand of preferred stock issuance costs.

(d)

In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2017. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance Holding, Inc.’s option, at the fixed redemption price of $100 per share. Dollar amount outstanding is net of $751 thousand of preferred stock issuance costs.

The number of shares and units authorized and outstanding and dollar value of preferred stock for Entergy Arkansas and Entergy Mississippi as of December 31, 2018 and 2017 are presented below.

Dividends and distributions paid on all of Entergy Corporation’s subsidiaries’ preferred stock and membership interests series may be eligible for the dividends received deduction.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Arkansas Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.32% Series (a)	—	70,000		$—		$7,000		$—
4.72% Series (a)	—	93,500	—		9,350			$—
4.56% Series (a)	—	75,000	—		7,500			$—
4.56% 1965 Series (a)	—	75,000	—		7,500			$—
Total without sinking fund	—	313,500		$—		$31,350


(a)	In November 2018, Entergy Arkansas redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s internal restructuring.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Mississippi Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.36% Series (b)	—	59,920		$—		$5,992		$—
4.56% Series (b)	—	43,887	—		4,389			$—
4.92% Series (b)	—	100,000	—		10,000			$—
Total without sinking fund	—	203,807		$—		$20,381


(b)	In November 2018, Entergy Mississippi redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Mississippi’s internal restructuring.

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances. These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote. Prior to December 1, 2018, Entergy Arkansas’s and Entergy Mississippi’s respective articles of incorporation each provided, generally, that the holders of each such company’s preferred securities could elect a majority of the respective company’s board of directors if dividends were not paid for a year, until such time as the dividends in arrears were paid. Therefore, Entergy Arkansas and Entergy Mississippi presented their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet. In November 2018, each of Entergy Arkansas and Entergy Mississippi redeemed its outstanding preferred securities as part of a multi-step process to undertake an internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s and Entergy Mississippi’s internal restructuring.

The outstanding preferred securities of Entergy Arkansas and Entergy Mississippi, and Entergy Utility Holding Company (a Utility subsidiary) and Entergy Finance Holding (an Entergy Wholesale Commodities subsidiary), whose preferred holders also have protective rights, are similarly presented between liabilities and equity on Entergy’s consolidated balance sheets. The preferred dividends or distributions paid by all subsidiaries are reflected for all periods presented outside of consolidated net income.

Preferred Equity

PREFERRED EQUITY (Entergy Corporation, Entergy Arkansas, and Entergy Mississippi)

The number of shares and units authorized and outstanding and dollar value of preferred stock, preferred membership interests, and non-controlling interest for Entergy Corporation subsidiaries as of December 31, 2018 and 2017 are presented below.



	Shares/Units Authorized		Shares/Units Outstanding
	2018	2017	2018	2017	2018		2017
Entergy Corporation					(Dollars in Thousands)
Utility:
Preferred Stock or Preferred Membership Interests without sinking fund:
Entergy Arkansas, 4.32%-4.72% Series	—	313,500	—	313,500		$—		$31,350
Entergy Utility Holding Company, LLC, 7.5% Series (a)	110,000	110,000	110,000	110,000	107,425		107,425
Entergy Utility Holding Company, LLC, 6.25% Series (b)	15,000	15,000	15,000	15,000	14,366		14,398
Entergy Utility Holding Company, LLC, 6.75% Series (c)	75,000	—	75,000	—	73,362		—
Entergy Mississippi, 4.36%-4.92% Series	—	203,807	—	203,807	—		20,381
Total Utility Preferred Stock or Preferred Membership Interests without sinking fund	200,000	642,307	200,000	642,307	195,153		173,554
Entergy Wholesale Commodities:
Preferred Stock without sinking fund:
Entergy Finance Holding, Inc. 8.75% (d)	250,000	250,000	250,000	250,000	24,249		24,249
Total Subsidiaries’ Preferred Stock without sinking fund	450,000	892,307	450,000	892,307		$219,402		$197,803

(a)

In October 2015, Entergy Utility Holding Company, LLC issued 110,000 units of $1,000 liquidation value 7.5% Series A Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after January 1, 2036, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $2,575 thousand of preferred stock issuance costs.

(b)

In November 2017, Entergy Utility Holding Company, LLC issued 15,000 units of $1,000 liquidation value 6.25% Series B Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2038, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $634 thousand of preferred stock issuance costs.

(c)

In November 2018, Entergy Utility Holding Company, LLC issued 75,000 units of $1,000 liquidation value 6.75% Series C Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2039, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $1,638 thousand of preferred stock issuance costs.

(d)

In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2017. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance Holding, Inc.’s option, at the fixed redemption price of $100 per share. Dollar amount outstanding is net of $751 thousand of preferred stock issuance costs.

The number of shares and units authorized and outstanding and dollar value of preferred stock for Entergy Arkansas and Entergy Mississippi as of December 31, 2018 and 2017 are presented below.

Dividends and distributions paid on all of Entergy Corporation’s subsidiaries’ preferred stock and membership interests series may be eligible for the dividends received deduction.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Arkansas Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.32% Series (a)	—	70,000		$—		$7,000		$—
4.72% Series (a)	—	93,500	—		9,350			$—
4.56% Series (a)	—	75,000	—		7,500			$—
4.56% 1965 Series (a)	—	75,000	—		7,500			$—
Total without sinking fund	—	313,500		$—		$31,350


(a)	In November 2018, Entergy Arkansas redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s internal restructuring.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Mississippi Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.36% Series (b)	—	59,920		$—		$5,992		$—
4.56% Series (b)	—	43,887	—		4,389			$—
4.92% Series (b)	—	100,000	—		10,000			$—
Total without sinking fund	—	203,807		$—		$20,381


(b)	In November 2018, Entergy Mississippi redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Mississippi’s internal restructuring.

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances. These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote. Prior to December 1, 2018, Entergy Arkansas’s and Entergy Mississippi’s respective articles of incorporation each provided, generally, that the holders of each such company’s preferred securities could elect a majority of the respective company’s board of directors if dividends were not paid for a year, until such time as the dividends in arrears were paid. Therefore, Entergy Arkansas and Entergy Mississippi presented their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet. In November 2018, each of Entergy Arkansas and Entergy Mississippi redeemed its outstanding preferred securities as part of a multi-step process to undertake an internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s and Entergy Mississippi’s internal restructuring.

The outstanding preferred securities of Entergy Arkansas and Entergy Mississippi, and Entergy Utility Holding Company (a Utility subsidiary) and Entergy Finance Holding (an Entergy Wholesale Commodities subsidiary), whose preferred holders also have protective rights, are similarly presented between liabilities and equity on Entergy’s consolidated balance sheets. The preferred dividends or distributions paid by all subsidiaries are reflected for all periods presented outside of consolidated net income.

Preferred Equity

PREFERRED EQUITY (Entergy Corporation, Entergy Arkansas, and Entergy Mississippi)

The number of shares and units authorized and outstanding and dollar value of preferred stock, preferred membership interests, and non-controlling interest for Entergy Corporation subsidiaries as of December 31, 2018 and 2017 are presented below.



	Shares/Units Authorized		Shares/Units Outstanding
	2018	2017	2018	2017	2018		2017
Entergy Corporation					(Dollars in Thousands)
Utility:
Preferred Stock or Preferred Membership Interests without sinking fund:
Entergy Arkansas, 4.32%-4.72% Series	—	313,500	—	313,500		$—		$31,350
Entergy Utility Holding Company, LLC, 7.5% Series (a)	110,000	110,000	110,000	110,000	107,425		107,425
Entergy Utility Holding Company, LLC, 6.25% Series (b)	15,000	15,000	15,000	15,000	14,366		14,398
Entergy Utility Holding Company, LLC, 6.75% Series (c)	75,000	—	75,000	—	73,362		—
Entergy Mississippi, 4.36%-4.92% Series	—	203,807	—	203,807	—		20,381
Total Utility Preferred Stock or Preferred Membership Interests without sinking fund	200,000	642,307	200,000	642,307	195,153		173,554
Entergy Wholesale Commodities:
Preferred Stock without sinking fund:
Entergy Finance Holding, Inc. 8.75% (d)	250,000	250,000	250,000	250,000	24,249		24,249
Total Subsidiaries’ Preferred Stock without sinking fund	450,000	892,307	450,000	892,307		$219,402		$197,803

(a)

In October 2015, Entergy Utility Holding Company, LLC issued 110,000 units of $1,000 liquidation value 7.5% Series A Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after January 1, 2036, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $2,575 thousand of preferred stock issuance costs.

(b)

In November 2017, Entergy Utility Holding Company, LLC issued 15,000 units of $1,000 liquidation value 6.25% Series B Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2038, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $634 thousand of preferred stock issuance costs.

(c)

In November 2018, Entergy Utility Holding Company, LLC issued 75,000 units of $1,000 liquidation value 6.75% Series C Preferred Membership Interests, all of which are outstanding as of December 31, 2018. The distributions are cumulative and payable quarterly. These units are redeemable on or after February 28, 2039, at Entergy Utility Holding Company, LLC’s option, at the fixed redemption price of $1,000 per unit. Dollar amount outstanding is net of $1,638 thousand of preferred stock issuance costs.

(d)

In December 2013, Entergy Finance Holding, Inc. issued 250,000 shares of $100 par value 8.75% Series Preferred Stock, all of which are outstanding as of December 31, 2017. The dividends are cumulative and payable quarterly. The preferred stock is redeemable on or after December 16, 2023, at Entergy Finance Holding, Inc.’s option, at the fixed redemption price of $100 per share. Dollar amount outstanding is net of $751 thousand of preferred stock issuance costs.

The number of shares and units authorized and outstanding and dollar value of preferred stock for Entergy Arkansas and Entergy Mississippi as of December 31, 2018 and 2017 are presented below.

Dividends and distributions paid on all of Entergy Corporation’s subsidiaries’ preferred stock and membership interests series may be eligible for the dividends received deduction.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Arkansas Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.32% Series (a)	—	70,000		$—		$7,000		$—
4.72% Series (a)	—	93,500	—		9,350			$—
4.56% Series (a)	—	75,000	—		7,500			$—
4.56% 1965 Series (a)	—	75,000	—		7,500			$—
Total without sinking fund	—	313,500		$—		$31,350


(a)	In November 2018, Entergy Arkansas redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s internal restructuring.



	Shares Authorized and Outstanding						Call Price per Share as of December 31,
	2018	2017	2018		2017		2018
Entergy Mississippi Preferred Stock			(Dollars in Thousands)
Without sinking fund:
Cumulative, $100 par value:
4.36% Series (b)	—	59,920		$—		$5,992		$—
4.56% Series (b)	—	43,887	—		4,389			$—
4.92% Series (b)	—	100,000	—		10,000			$—
Total without sinking fund	—	203,807		$—		$20,381


(b)	In November 2018, Entergy Mississippi redeemed all of its preferred membership interests as part of a multi-step internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Mississippi’s internal restructuring.

Presentation of Preferred Stock without Sinking Fund

Accounting standards regarding non-controlling interests and the classification and measurement of redeemable securities require the classification of preferred securities between liabilities and shareholders’ equity on the balance sheet if the holders of those securities have protective rights that allow them to gain control of the board of directors in certain circumstances. These rights would have the effect of giving the holders the ability to potentially redeem their securities, even if the likelihood of occurrence of these circumstances is considered remote. Prior to December 1, 2018, Entergy Arkansas’s and Entergy Mississippi’s respective articles of incorporation each provided, generally, that the holders of each such company’s preferred securities could elect a majority of the respective company’s board of directors if dividends were not paid for a year, until such time as the dividends in arrears were paid. Therefore, Entergy Arkansas and Entergy Mississippi presented their preferred securities outstanding between liabilities and shareholders’ equity on the balance sheet. In November 2018, each of Entergy Arkansas and Entergy Mississippi redeemed its outstanding preferred securities as part of a multi-step process to undertake an internal restructuring. See Note 2 to the financial statements for a discussion of Entergy Arkansas’s and Entergy Mississippi’s internal restructuring.

The outstanding preferred securities of Entergy Arkansas and Entergy Mississippi, and Entergy Utility Holding Company (a Utility subsidiary) and Entergy Finance Holding (an Entergy Wholesale Commodities subsidiary), whose preferred holders also have protective rights, are similarly presented between liabilities and equity on Entergy’s consolidated balance sheets. The preferred dividends or distributions paid by all subsidiaries are reflected for all periods presented outside of consolidated net income.