SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 2002
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
TABLE OF CONTENTS
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|
|
PAGE |
|
1 |
System Companies and Investments Therein as of December 31, 2002 |
1 |
|
2 |
Acquisitions or Sales of Utility Assets |
32 |
|
3 |
Issue, Sale, Pledge, Guarantee or Assumption of System Securities |
32 |
|
4 |
Acquisition, Redemption or Retirement of System Securities |
37 |
|
5 |
Investments in Securities of Non-System Companies |
38 |
|
6 |
Officers and Directors |
39 |
|
7 |
Contributions and Public Relations |
7 8 |
|
8 |
Service, Sales and Construction Contracts |
8 0 |
|
9 |
Wholesale Generators and Foreign Utility Companies |
8 5 |
|
10 |
Financial Statements and Exhibits |
8 8 |
|
Signatures |
10 5 |
(Page left blank intentionally)
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
|
Entergy Corporation (2, 7) (registered holding company) |
||||
Entergy Arkansas, Inc. (Entergy Arkansas) (2, 3, 4) (an electric utility company) |
46,980,196 |
100 |
$ 1,229,790 |
$ 1,229,790 |
The Arklahoma Corporation (ARKCO) (4) (an energy-related company) |
170 |
47.6 |
$ 214 |
$ 214 |
Entergy Gulf States, Inc. (Entergy Gulf States) (2) (an electric utility company) |
100 |
100 |
$ 1,724,729 |
$ 2,098,828 |
Varibus LLC (Varibus) (a service company) |
100,000 |
100 |
$ 5,636 |
$ 5,636 |
Prudential Oil and Gas LLC (POG) (a service company) |
11,537 |
100 |
$ 5,033 |
$ 5,033 |
Southern Gulf Railway Company (Southern Gulf) (a service company) |
1,000 |
100 |
$ (124) |
$ (124) |
GSG&T Inc. (GSG&T) (a service company) |
25,000 |
100 |
$ 18,594 |
$ 18,954 |
Entergy Louisiana, Inc. (Entergy Louisiana) (2, 3) (an electric utility company) |
165,173,180 |
100 |
$ 974,098 |
$ 974,098 |
Entergy Mississippi, Inc. (Entergy Mississippi) (2, 3) (an electric utility company) |
8,666,357 |
100 |
$ 482,114 |
$ 482,114 |
Jackson Gas Light Company (5) (an electric utility company) |
360 |
100 |
$ ** |
$ ** |
Entergy Power & Light (5) (an electric utility company) |
75 |
100 |
$ ** |
$ ** |
The Light, Heat, and Water Company of Jackson, Mississippi (5) (an electric utility company) |
75 |
100 |
$ ** |
$ ** |
Entergy New Orleans, Inc. (Entergy New Orleans) (2, 3) (an electric utility company) |
8,435,900 |
100 |
$ 128,662 |
$ 128,662 |
System Energy Resources, Inc. (System Energy) (2) (an electric utility company) |
789,350 |
100 |
$ 892,233 |
$ 892,233 |
Entergy Services, Inc. (Entergy Services) (2) (a service company) |
2,000 |
100 |
$ 20 |
$ 20 |
Entergy Operations, Inc. (Entergy Operations) (2) (a service company) |
1,000 |
100 |
$ 1,000 |
$ 1,000 |
Entergy Power, Inc. (a public utility company) |
11,000 |
100 |
$ 45,840 |
$ 45,840 |
|
|
||||
Entergy Enterprises, Inc. (Entergy Enterprises)(a service company) |
57,400 |
100 |
$ 44,849 |
$ 45,131 |
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Entergy Retail Holding Company ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 51,287 |
$ 31,818 |
Entergy Retail Texas, Inc. ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 878 |
$ 818 |
Entergy Solutions Ltd. ***(a Rule 58-energy-related company) |
1% General Partner Interest |
100 |
$ 5,277 |
$ 261 |
Entergy Solutions Supply Ltd. ***(a Rule 58-energy-related company) |
1% General Partner Interest |
100 |
$ 11,331 |
$ 113 |
Entergy Solutions Ltd. *** (a Rule 58-energy-related company) |
99% Limited Partner Interest |
- |
$ 5,277 |
$ 25,778 |
Entergy Solutions Supply Ltd. ***(a Rule 58-energy-related company) |
99% Limited Partner Interest |
- |
$ 11,331 |
$ 11,218 |
Entergy Retail Louisiana LLC-A ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 10,653 |
$ 9,418 |
Entergy Solutions Management Services LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 10,547 |
$ 10,547 |
Entergy PTB Holding Company (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 35,539 |
$ 6,711 |
Entergy Select LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 184 |
$ 184 |
Entergy Solutions Essentials Ltd. (a Rule 58-energy-related company) |
1% General Partner Interest |
100 |
$ 377 |
$ 5 |
Entergy Solutions Select Ltd. (a Rule 58-energy-related company) |
1% General Partner Interest |
100 |
$ 131 |
$ 178 |
Entergy Solutions Essentials, Ltd. (a Rule 58-energy-related company) |
99% Limited Partner Interest |
- |
$ 377 |
$ 446 |
Entergy Solutions Select, Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
99% Limited Partner Interest |
- |
$ 131 |
$ 17,707 |
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Entergy Ventures Holding Company, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 15,370 |
$ 3,582 |
Entergy MHK Investments LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ 11,093 |
Entergy Commerce, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1,375 |
$ 1,005 |
Entergy MHK Retail LLC(an exempt telecommunications company) |
100% Member Interest |
100 |
$ (183) |
$ 1,075 |
Entergy Resources, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ ** |
Entergy Holdings Inc. (EHI) *** (a Rule 58-energy-related company) |
3,000 |
100 |
$ 6,781 |
$ 5,452 |
Entergy Business Solutions, LLC *** (a Rule 58-energy-related company) |
100% Member Interest |
100 |
$ 199 |
$ 1,605 |
Entergy Thermal, LLC *** (a Rule 58-energy-related company) |
100% Member Interest |
100 |
$ 17,176 |
$ 17,100 |
Entergy Thermal-UNO, LLC (a Rule 58-energy-related company) |
100% Member Interest |
100 |
$ ** |
$ ** |
Entergy Nuclear, Inc. (ENI) *** (a Rule 58-energy-related company) |
3,000 |
100 |
$ 7,991 |
$ 4,001 |
TLG Services, Inc. *** (a Rule 58-energy-related company) |
5 |
100 |
$ 5,388 |
$ 9,328 |
Entergy Nuclear Environmental Services LLC (7) (a Rule 58-energy-related company) |
100% Member Interest |
100 |
$ ** |
$ ** |
Entergy Nuclear PFS Company (7) (a Rule 58-energy-related company) |
1,000 |
100 |
$ 750 |
$ 750 |
Entergy Nuclear Potomac Company (7) (a company authorized to provide operating and maintenance services to electric facilities) |
1,000 |
100 |
$ 1,003 |
$ 1,001 |
|
|
|
% of |
|
|
|||
|
(000s) |
(000s) |
||||||
Entergy Nuclear Holding Company # 1 (ENHC #1) (6) (an exempt wholesale generator) |
3,000 |
75 |
$148,855 |
$ 371,712 |
|||
Entergy Nuclear Generation Corporation (ENGC) (6) ***(an exempt wholesale generator) |
1 |
100 |
$ 200,402 |
$ 89,222 |
|||
Entergy Nuclear New York Investment Company I (6) ***(an exempt wholesale generator) |
1,000 |
100 |
$ (62,617) |
$ 2,501 |
|||
Entergy Nuclear Indian Point 3 LLC (6) *** (an exempt wholesale generator) |
50% Member Interest |
50 |
$ 221,490 |
$ 13,055 |
|||
Entergy Nuclear FitzPatrick LLC (6) ***(an exempt wholesale generator) |
50% Member Interest |
50 |
$ 104,146 |
$ 10,428 |
|||
Entergy Nuclear New York Investment Company II (6) ***(an exempt wholesale generator) |
1,000 |
100 |
$ (63,064) |
$ 2,501 |
|||
Entergy Nuclear Indian Point 3 LLC (6) ***(an exempt wholesale generator) |
50% Member Interest |
50 |
$ 221,490 |
$ 13,055 |
|||
Entergy Nuclear New York Investment Company III ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,200 |
100 |
$ 33,741 |
$ 100,001 |
|||
Entergy Nuclear Indian Point 2 LLC (6) *** (an exempt wholesale generator) |
100% Member Interest |
100 |
$ 739,329 |
$ 620,344 |
|||
Entergy Nuclear Capital Management Corporation I (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) (7) |
1,000 |
100 |
$ ** |
$ ** |
|||
Entergy Indian Point Peaking Facility LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ ** |
|||
Entergy Nuclear Vermont Investment Company(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 14,775 |
$ 30,001 |
|||
Entergy Nuclear Vermont Yankee LLC (6) (an exempt wholesale generator) |
100% Member Interest |
100 |
$ 218,251 |
$ 193,901 |
|||
Entergy Nuclear Capital Management Corporation II (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ ** |
|||
|
|
|
% of |
|
|
|||
|
(000s) |
(000s) |
||||||
Entergy Nuclear Finance Holding, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
740 |
100 |
$ 36,281 |
$ 28,248 |
|||
Entergy Nuclear Finance, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 738,081 |
$ 719,874 |
|||
Entergy Technology Holding Company (ETHC) ***(an exempt telecommunications company) |
10 |
100 |
$ 9,558 |
$ 15,363 |
|||
Entergy Technology Company (ETC) ***(an exempt telecommunications company) |
10 |
100 |
$ 12,815 |
$ 7,010 |
|||
Entergy Wireless Company (*)(an exempt telecommunications company) |
10 |
100 |
$ ** |
$ ** |
|||
EWO Marketing Holding, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
20% Member Interest |
20 |
$ 519,389 |
$ 314,651 |
|||
Entergy International Holdings Ltd. LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 860,694 |
$ 914,194 |
|||
Entergy International Ltd. LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 478,732 |
$ 820,473 |
|||
Entergy International Investments No. 2 Ltd., LLC ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 414,060 |
$ 503,689 |
|||
Entergy UK Holdings Limited ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
3,073,101 |
100 |
$ 513,999 |
$ 505,981 |
|||
Entergy UK Limited ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
3,073,101 |
100 |
$ 941,852 |
$ 507,236 |
|||
Entergy UK Enterprises Limited ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
574,000,002 |
100 |
$ 1,049,351 |
$ 947,444 |
|||
EWO Holdings LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100 % Class B Member Interest |
25 |
$ 8,000 |
$ 8,000 |
|||
|
|
|
% of |
|
|
|||
|
(000s) |
(000s) |
||||||
Entergy US DB I LLC (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
6,587,940 |
100 |
$ 3,390 |
$ 2,915 |
|||
Entergy AUS DB I Pty Limited *(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
3,163,044 |
>1 |
$ ** |
$ ** |
|||
Entergy US DB IV LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
658,912,260 |
100 |
$ 212,994 |
$ 171,876 |
|||
Entergy Australia DB II Pty Limited *(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
40,000 |
100 |
$ ** |
$ ** |
|||
Entergy Australia DB I Pty Limited *(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
316,447,786 |
<99 |
$ ** |
$ ** |
|||
Entergy Australia DB I A Pty Limited *(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
40,000 |
100 |
$ ** |
$ ** |
|||
Entergy Victoria , Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
311,584 |
100 |
$ 751 |
$ 16 |
|||
Entergy Australia DB I Pty Limited *(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
10,000 |
>1 |
$ ** |
$ ** |
|||
Entergy Global Investments, Inc. *** (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ (4,132) |
$ 45,294 |
|||
Entergy Nuclear Holding Company #1 (6)(an exempt wholesale generator) |
1,000 |
25 |
$ 148,855 |
$ 50,000 |
|||
Entergy Power Development Corporation (6)(a foreign utility company) |
10,959 |
15 |
$ 227,569 |
$ 48,042 |
|||
Entergy Power Generation Corporation (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
211 Shares Class B Common Stock |
- |
$ 347,240 |
$ 211,000 |
|||
|
|
|
% of |
|
|
||||
|
(000s) |
(000s) |
|||||||
Entergy Marketing Corporation(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 783,795 |
$ 418,405 |
||||
EWO Marketing Holding LLC (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
80% Member Interest |
80 |
$ 519,389 |
$ 418,405 |
||||
EWO Marketing, LP(a Rule 58-energy-related company) |
99% Limited Partner Interest |
- |
$ (23,487) |
$ 1 |
||||
EWO GP LLC (a Rule 58-energy-related company) |
100% Member Interest |
100 |
$ (2) |
$ 1 |
||||
Entergy Asset Management, Inc.(7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,836,645 |
59.67 |
$ 341,393 |
$ 28,366 |
||||
Crete Energy Ventures, LLC(6) (an exempt wholesale generator) |
50% Member Interest |
50 |
$ 58,313 |
$ (27,510) |
||||
Crete Turbine Holdings, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
50% Member Interest |
50 |
$ 91,640 |
$ 43,548 |
||||
Hawkeye Generating, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ ** |
||||
Rowan Generating Company, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ ** |
||||
Greenville Generating Company, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ ** |
||||
Jackson Generating Company, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ ** |
$ ** |
||||
|
|
|
% of |
|
|
||||
|
(000s) |
(000s) |
|||||||
Entergy Investments Holding Company, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 186,708 |
$ 186,811 |
||||
Entergy Power Ventures L.P. (6)(an exempt wholesale generator) |
99% Limited Partner Interest |
- |
$ 186,061 |
$ 186,899 |
||||
EN Services, L.P. (a company authorized to provide operation and maintenance services to electric facilities) |
99% Limited Partner Interest |
- |
$ 646 |
$ 647 |
||||
Warren Power, LLC (6)(an exempt wholesale generator) |
100% Member Interest |
100 |
$ 105,510 |
$ 105,510 |
||||
Entergy Power RS Holding Company, LLC (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Membership Interest |
100 |
$ 4,264 |
$ 4,264 |
||||
Entergy Power RS LLC (7) (a Rule 58 energy-company) |
100% Membership Interest |
100 |
$ 4,263 |
$ 4,263 |
||||
RS Cogen LLC (owner of a qualifying facility under PURPA) |
50% Member Interest |
50 |
$ 29,038 |
$ ** |
||||
EWO Wind II, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 5,001 |
$ 5,001 |
||||
EWO Wind LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 2,856 |
$ 5,001 |
||||
Northern Iowa Windpower, LLC (6)(an exempt wholesale generator) |
99% Member Interest |
99 |
$ 81,872 |
$ 80,866 |
||||
Entergy-Koch, LP(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
48.5% Limited Partner Interest |
- |
$ 1,024,857 |
$ 590,379 |
||||
Entergy-Koch Trading Canada, ULC (a company authorized to trade energy commodities in Canada) |
1,000,000 |
50 |
$ 3,203 |
$ 3,203 |
||||
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
GS Pipeline Company, LLC (directly or indirectly owns interest in subsidiaries engaged in owning energy-related assets) |
100% Member Interest |
50 |
$ 9,607 |
$ 9,607 |
Gulf South Pipeline Company, LP (a company authorized to own energy-related assets) |
1% General Partner Interest |
50 |
$ 960,792 |
$ 9,607 |
Gulf Pines Pipeline Company, LP (a company authorized to own energy-related assets) |
1% General Partner Interest |
50 |
$ ** |
$ ** |
GS Pipeline Company, LP (a company authorized to own energy-related assets) |
1% General Partner Interest |
50 |
$ ** |
$ ** |
Gulf South Pipeline Company, LP (a company authorized to own energy-related assets) |
99% Limited Partner Interest |
- |
$ 960,792 |
$ 951,185 |
GS Pipeline Company, LP (a company authorized to own energy-related assets) |
99% Limited Partner Interest |
- |
$ 960,792 |
$ 951,185 |
Gulf Pines Pipeline Company, LP |
99% Limited Partner Interest |
- |
$ ** |
$ ** |
Entergy-Koch Trading, LP (a company authorized to trade energy commodities in the United States) |
99% Limited Partner Interest |
- |
$ 443,053 |
$ 438,622 |
EGT Holding, Ltd. (6) (a foreign utility company) |
100% |
50 |
$ 27,708 |
$ 27,708 |
Entergy-Koch Trading, Ltd. (a FUCO subsidiary-intermediate holding company) |
100% |
50 |
$ 4,431 |
$ 4,431 |
Entergy-Koch Trading GmbH (a FUCO subsidiary-brokering, marketing of energy commodities in Europe) |
100% |
50 |
$ (1,855) |
$ (1,855) |
Entergy-Koch Trading Europe, Ltd. (a FUCO subsidiary-brokering, marketing of energy commodities in Europe) |
100% Member Interest |
50 |
$ 27,678 |
$ 27,,678 |
EKT, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
50 |
$ 4,431 |
$ 4,431 |
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Entergy-Koch Trading, LP (a Rule 58-energy-related company) |
1% General Partner Interest |
100 |
$ 443,053 |
$ 4,431 |
EK Holding II, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 16,166 |
$ 11,668 |
Entergy-Koch LP(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1% Limited Partner Interest |
- |
$ 1,024,857 |
$ 12,080 |
EK Holding III, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 8,831 |
$ 5,515 |
EKLP, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
50% Member Interest |
50 |
$ 10,248 |
$ 4,311 |
Entergy-Koch, LP(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1% General Partner Interest |
50 |
$ 1,024,857 |
$ 1,010 |
|
Entergy Power Generation Corporation (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 Class A Common Stock |
100 |
$ 347,240 |
$ 136,241 |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
7,000 |
0.15 |
$ 341,393 |
$ 1,222 |
Entergy Power Crete Corporation (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 37,315 |
$ 80,536 |
Entergy Asset Management, Inc.(7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
395,316.3 |
8.32 |
$ 341,393 |
$ 10,214 |
Hawkgen I, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ 1 |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ ** |
$ ** |
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Hawkgen II, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ 1 |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ 341,393 |
$ ** |
Entergy Power Rowan Generating Company(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ ** |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,500 |
0.05 |
$ 341,393 |
$ 1 |
Entergy Power Greenville Generating Company I(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ ** |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ 341,393 |
$ 1 |
Entergy Power Greenville Generating Company II(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ ** |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ 341,393 |
$ 1 |
Entergy Power Jackson Generating Company I(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ ** |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ 341,393 |
$ 1 |
Entergy Power Jackson Generating Company II(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ ** |
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,250 |
0.025 |
$ 341,393 |
$ 1 |
|
|
|
% of |
|
|
||||
|
(000s) |
(000s) |
|||||||
Entergy Power Ventures Corp. I (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1,884 |
$ 1,889 |
||||
Entergy Power Ventures L.P. (6) (an exempt wholesale generator) |
1% General Partner Interest |
100 |
$ 2 |
$ 1,879 |
||||
Entergy Power Ventures Corp. II (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 186,086 |
$ 182,078 |
||||
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
92,648.3 |
1.95 |
$ 341,393 |
$ 132,900 |
||||
Entergy Power Operations Corporation (6) (a foreign utility company) |
1,000 |
100 |
$ 11,716 |
$ 10,686 |
||||
Entergy Power Operations Damhead Creek Limited Partnership (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
99% Limited Partner Interest |
- |
$ ** |
$ ** |
||||
Entergy Power Operations Damhead Creek Corporation (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ ** |
||||
Entergy Power Operations Damhead Creek Limited Partnership (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1% General Partner Interest |
100 |
$ ** |
$ ** |
||||
Entergy Power Operations Holdings, Ltd. (6)(a foreign utility company) |
10 |
100 |
$ 11,440 |
$ ** |
||||
Entergy Power Operations U.K., Limited (6)(a foreign utility company) |
1,000 |
100 |
$ 11,581 |
$ 11,323 |
||||
EN Services I Corporation(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 421 |
$ 421 |
||||
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,475 |
0.05 |
$ 341,393 |
$ 647 |
||||
|
|
|
% of |
|
|
|||
|
(000s) |
(000s) |
||||||
EN Services II Corporation(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 5 |
$ 5 |
|||
EN Services L.P. (a company authorized to provide operation and maintenance services to electric facilities) |
1% General Partner Interest |
100 |
$ 653 |
$ 7 |
|||
Entergy Global Trading Holdings, Ltd. ***(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 24,182 |
$ 24,182 |
|||
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
20,000 Class A |
25.42 |
$ 341,393 |
$ 1,025 |
|||
Entergy Power International Holdings Corp. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
337 |
4.1 |
$ 489,378 |
$ 23,158 |
|||
Entergy Power Development Corporation (6)(a foreign utility company) |
62,100 |
85 |
$ 227,629 |
$ 178,723 |
|||
Entergy Mississippi Turbine Company (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 14,639 |
$ 14,639 |
|||
Entergy Power Holdings Turkey B.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
20,000 |
100 |
$ 2 |
$ 18 |
|||
Entergy Power Netherlands B.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
20,000 |
100 |
$ ** |
$ 18 |
|||
Entergy Power Bulgaria, Ltd. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
378 |
100 |
$ 2,174 |
$ 4,856 |
|||
Entergy Power Holdings Maritza B.V. (6) (a foreign utility company) |
20,000 |
100 |
$ (7) |
$ (2) |
|||
Maritza East III Power Company AD (6) (a foreign utility company) |
816 |
51 |
$ 1 |
$ 49 |
|||
Maritza East 3 Operating Company A.O. (6) (a foreign utility company) |
495 |
99 |
$ 25 |
$ 23 |
|||
Entergy Power Hull Holding, Ltd. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
4,716,700 |
100 |
$ 29,909 |
$ 29,909 |
|||
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Entergy Power Damhead Creek Holding I, Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,000 |
100 |
$ 24,181 |
$ 63 |
Entergy Power Damhead Creek Holding II, Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
999 |
99 |
$ 29,517 |
$ 29,222 |
|
|
||||
Entergy Power Hull, Ltd. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
48,147 |
100 |
$ 29,909 |
$ 66,000 |
Entergy Power Damhead Creek Holding II, Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1 |
1 |
$ 29,517 |
$ 66,000 |
Damhead Creek Holding Limited(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
9,273,300 |
38 |
$ (171,426) |
$ ** |
|
|
||||
Entergy Power Properties (Kingsnorth), Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
5,002 |
100 |
$ 7 |
$ ** |
Entergy Power Damhead Creek Holding III, Ltd. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,000 |
100 |
$ (154,719) |
$ ** |
Damhead Creek Holding Limited(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
15,000,002 |
62 |
$ (171,426) |
$ (185,439) |
Entergy Power Investment Holdings Corporation(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 1 |
$ 1 |
Entergy Power Damhead Finco LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1% Member Interest |
1 |
$ (8,661) |
$ (1) |
Entergy Power Damhead Finco LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
99% Member Interest |
99 |
$ (8,661) |
$ 415 |
|
|
|
% of |
|
|
|||
|
(000s) |
(000s) |
||||||
Entergy Power Damhead Finco 1(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ (167) |
$ (4) |
|||
Damhead Finance LDC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
10 |
1 |
$ (8,370) |
$ (82) |
|||
Damhead Finance (Netherlands Antilles) N.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
60 |
1 |
$ (6,782) |
$ (68) |
|||
Damhead Finance (Netherlands) B.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
4 |
1 |
$ (1,300) |
$ (13) |
|||
Entergy Power Damhead Finco 2(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ (8,108) |
$ 252 |
|||
Damhead Finance LDC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
990 |
99 |
$ (8,370) |
$ (8,104) |
|||
Damhead Finance (Netherlands Antilles) N.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
5,940 |
99 |
$ (6,782) |
$ ** |
|||
Damhead Finance (Netherlands) B.V. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
396 |
99 |
$ (1,300) |
$ ** |
|||
EWO Holdings, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Class A Member Interest |
75 |
$ 214,910 |
$ 32,565 |
|||
Entergy Power BJE Holding, Ltd.(*) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
200 |
100 |
$ 1,582 |
$ 2,753 |
|||
Bon Jardim Energetica, LTDA. (*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
344,847 |
99.9 |
$ 183 |
$ 1,481 |
|||
Entergy do Brazil LTDA(*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,299,999 |
99.9 |
$ ** |
$ 112 |
|||
|
|
|
% of |
|
|
|
(000s) |
(000s) |
|||
Entergy Power BJE, Ltd.(*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ 3 |
Bon Jardim Energetica, LTDA (*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
3,483 |
.1 |
$ 183 |
$ ** |
Entergy do Brazil LTDA (*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1 |
.1 |
$ ** |
$ ** |
EP Edegel, Inc. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
2,000 |
100 |
$ 184,005 |
$ 167,548 |
EWO Holdings, LLC(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Class C Member Interest |
- |
$ 214,910 |
$ 189,484 |
Entergy Power Maritza Holding Limited (*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ ** |
Entergy Power Netherlands Company BV (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
400 |
100 |
$ 3,900 |
$ 3,044 |
Entergy Power Projects Italia, S.R.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100 |
1 |
$ 592 |
$ 16 |
Entergy Power Development Italia S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100 |
1 |
$ 381 |
$ ** |
Entergy Power Rinnovabli S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100 |
1 |
$ 73 |
$ ** |
Entergy Power Services Italia, S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100 |
1 |
$ 392 |
$ 12 |
Maritza East 3 Operating Company AD (6) (a foreign utility company) |
5 |
1 |
$ 25 |
$ 3 |
|
|
|
% of |
|
|
||||
|
(000s) |
(000s) |
|||||||
Sabinas Power Company BV (6) (a foreign utility company) |
400 |
100 |
$ 892 |
$ 3,893 |
||||
Entergy Power Projects Italia, S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
9,900 |
99 |
$ 592 |
$ (238) |
||||
Entergy Power Development Italia S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
9,900 |
99 |
$ 381 |
$ (255) |
||||
Entergy Power Rinnovabli S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
9,900 |
99 |
$ 73 |
$ (135) |
||||
|
|
||||||||
Entergy Power Services Italia, S.r.L. (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
9,900 |
99 |
$ 392 |
$ (265) |
||||
Entergy Power Services Poland Spolka z.o.o. (*)(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ ** |
$ ** |
||||
Entergy Power Development Espana SL(a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
3,006 |
100 |
$ ** |
$ ** |
||||
Entergy Power Holdings USA Corporation (a Rule 58-energy-related company) |
1,000 |
100 |
$ 4,264 |
$ 4,265 |
||||
Entergy Asset Management, Inc. (7) (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
248,520 Shares Non-Voting |
- |
$ 341,393 |
$ 4,264 |
||||
Entergy Power E & C Corporation (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
1,000 |
100 |
$ 3,070 |
$ 5,240 |
||||
Entergy Power E & C Holdings, LLC (a company authorized to develop, acquire, or finance the acquisition of other non-utility companies) |
100% Member Interest |
100 |
$ 1,422 |
$ 2,548 |
||||
EntergyShaw, LLC (a company authorized to provide operation and maintenance services to electric facilities) |
50% Member Interest |
50 |
$ 1,944 |
$ 1,314 |
||||
*
Inactive** Less than $1,000
*** These companies and their subsidiaries are accounted for on a cost basis, and "Issuer Book Value" is at 100%.
**** Represents % of voting power held directly by the tiered company immediately above.
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 2002, 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, 2002, Entergy Arkansas, Entergy Operations, Entergy Corporation, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and System Fuels had total investments in the money pool in the amounts of $71,618,165, $4,948,372, $7,312,218, $303,429,061, $315,524,119, $145,640,985, $58,572,479, $117,922,587, and $5,013,732, respectively. Entergy Services had total borrowings in the money pool in the amount of $61,544,557. The interest rate on money pool investments/borrowings was 1.42% at December 31, 2002. The unborrowed balance in the money pool amounted to $968,437,161 as of December 31, 2002, 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, 2002, 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 have rates that approximate a prime rate of 4.7% as of December 31, 2002 and mature on December 31, 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 further information regarding direct and indirect holdings in Exempt Wholesale
Generators
(EWG) and Foreign Utility Companies
(FUCO).
(7) Information Re: Subsidiaries added and changes in status of existing subsidiaries.
During 2002, Entergy Corporation organized the following indirect subsidiary company for the purpose of providing environmental remediation services as permitted under Rule 58: Entergy Nuclear Environmental Services LLC (under Delaware Law, on December 10, 2002).
During 2002, Entergy Corporation organized the following indirect subsidiary company for the purpose of investing in Private Fuel Storage, LLC, a company formed to engage in the business of developing, owning and operating nuclear spent fuel storage facilities as permitted under Rule 58: Entergy Nuclear PFS Company (under Delaware Law, on February 15, 2002).
On July 22, 2002, Entergy Nuclear, Inc. acquired the common stock of Entergy Nuclear Potomac Company (formed under Delaware Law, October 22, 2001), an "O&M Sub", as permitted by SEC Order dated June 22, 1999 (the June 1999 Order).
During 2002, Entergy Corporation organized Entergy Nuclear Capital Management Corporation I (under Delaware Law, on December 23, 2002), an indirect subsidiary company, as a "New Subsidiary" for the purpose of providing working capital support to Entergy Nuclear Indian Point 2 LLC as permitted by the June 1999 Order.
During 2002, Entergy Corporation organized Entergy Nuclear Capital Management Corporation II (under Delaware Law, on December 23, 2002), an indirect subsidiary company, as a "New Subsidiary" for the purpose of providing working capital support to Entergy Nuclear Vermont Yankee LLC as permitted by the June 1999 Order.
During 2002, Entergy Corporation organized Entergy Investments Holding Company, Inc. (under Delaware Law, on October 28, 2002), an indirect subsidiary company, as a "New Subsidiary" to own, directly or indirectly, interests in EWGs and other non-utility companies as permitted by the June 1999 Order.
During 2002, Entergy Corporation organized Entergy Power RS Holding Company LLC (under Delaware Law, on October 28, 2002), an indirect subsidiary company, as a "New Subsidiary" to own Entergy Power RS LLC, a company engaged in the ownership of investments in qualifying facilities as permitted by the June 1999 Order.
On October 1, 2002, Entergy-Koch LP organized a new subsidiary company, Entergy-Koch Trading Canada, ULC, an unlimited liability company, formed under Canadian law to engage in the energy trading and marketing business in Canada as permitted by SEC Order dated January 5, 2001 (January 2001 Order).
During 2002, Entergy Corporation organized Entergy Power Spain LLC (under Delaware Law, on June 14, 2002), as a "New Subsidiary", to hold Entergy's investments in certain European electric generation projects under development in Spain.
On December 31, 2002, Entergy reorganized its ownership interest in certain non-utility company subsidiaries through Entergy Asset Management, Inc. (EAM) in the manner described below. The following is a description of (i) the companies acquiring ownership interest in EAM, (ii) the consideration (including ownership interest in other non-utility companies) that EAM received from each company in exchange for the issuance of shares of EAM stock to such company, (iii) the percentage of voting power that each company acquired in EAM and (iv) the percentage of ownership that each company acquired in EAM. These transactions were effected pursuant to the June 1999 Order.
(1) Entergy Power Generation Corporation, $1,000, 0.15% of voting power, 0.20% of outstanding Class A common stock;
(2) Entergy Power Holdings USA Corporation, 100% interest in Entergy Power RS, LLC, 0.0% of voting power; 100% of outstanding Class B preferred stock;
(3) Entergy Power Crete Corporation, 50% interest in Crete Energy Ventures, LLC and Crete Turbine Holdings, LLC , 8.32% of voting power, 11.09% of the outstanding Class A common stock and 55.74% of outstanding Class A preferred stock;
(4) Entergy Power Warren Corporation I, 100% interest in Warren Power, LLC, 4.23% of voting power, 5.64% of outstanding Class A common stock and 28.37% of outstanding Class A preferred stock;
(5) Entergy Power Ventures Corp. II, 99% limited partnership interest in Entergy Power Ventures, LP, 1.95% of voting power, 2.60% of outstanding Class A common stock and 13.07% of outstanding Class A preferred stock;
(6) Entergy Power Jackson Generating Company I, 50% interest in Jackson Generating Company, LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(7) Entergy Power Jackson Generating Company II, 50% interest in Jackson Generating Company, LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(8) Entergy Power Greenville Generating Company I, 50% interest in Greenville Generating Company, LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(9) Entergy Power Greenville Generating Company II, 50% interest in Greenville Generating Company, LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(10) Entergy Power Rowan Generating Company, 100% interest in Rowan Generating Company, LLC, 0.05% of voting power, 0.07% of outstanding Class A common stock;
(11) Hawkgen I, Inc., 50% interest in Hawkeye Generating LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(12) Hawkgen II, Inc., 50% interest in Hawkeye Generating LLC, 0.025% of voting power, 0.035% of outstanding Class A common stock;
(14) Entergy Global Trading Holdings, Ltd., $1,025,000, 25.42% of voting power, 0.56% of outstanding Class A
(15) EK Holding I, LLC, $28,366,450, 59.67% of voting power, 79.56% of outstanding Class A common stock.
On May 21, 2002, Entergy Asset Management, Inc., which owns, directly and indirectly, interest in EWGs, energy-related companies, and other non-utility companies, changed its name from Entergy Power DeSoto County Ventures, Inc.
On May 21, 2002, Entergy Mississippi Turbine Company, which was formed to finance the purchase of turbine generators, changed its name from Entergy New Hampshire Investment Company.
On June 12, 2002, Entergy Power Hull Holding, Ltd., which was formed to, directly or indirectly, invest and own interests in generating projects in Europe, changed its name from Entergy Power Saltend Holding, Ltd.
On June 12, 2002, Entergy Power Hull, LTD, which was formed to, directly or indirectly, invest and own interests in generating projects in the UK, changed its name from Entergy Power Saltend, Ltd.
On October 28, 2002, Entergy Power RS, LLC, a company engaged in the ownership of investments in qualifying facilities, changed its name (from Entergy Power RS Corporation) and form of organization (from a corporation to a limited liability company under Delaware law).
On November 6, 2002, Entergy Power Bulgaria, LTD, a company engaged in the development of generating facilities in Bulgaria, changed its name from Entergy Pakistan, Ltd.
On June 26, 2002, EWO Holdings, LLC changed its name (from EWO Holdings, Inc.) and form of organization (from a corporation to a limited liability company under Delaware law).
During 2002, Entergy Power Generation Corporation relinquished its EWG status.
During 2002, the following companies relinquished status as FUCOs: EP Edegel, Inc., EWO Holdings LLC, Entergy Power Damhead Creek I Holding Ltd., Entergy Power Damhead Creek II Holding Ltd., Entergy Power Damhead Creek III Holding Ltd., Damhead Creek Holding Ltd., Entergy Power Damhead FinCo LLC, Entergy Power Damhead FinCo 1 LLC, Entergy Power Damhead FinCo 2 LLC, Damhead Finance LDC, Damhead Finance (Netherlands Antilles N.V.), Damhead Finance (Netherlands B.V., and Entergy Power Investments Holdings Corporation.
The following companies were dissolved during 2002:
Louisa Generating Company, LLC (dissolved 08-21-02)
Entergy Turbine Holding Louisiana, LLC (dissolved 06-20-02)
Entergy Turbine Holding QF, LLC (dissolved 06-20-02)
Franklin County Power, LLC (dissolved 10-10-02
Entergy Power Transmission Argentina LDC (dissolved 03-28-02)
Entergy Power Transmission Argentina LTD (dissolved 03-28-02)
Entergy Power Louisa Generating Company I (dissolved 08-21-02)
Entergy Power Louisa Generating Company II (dissolved 08-21-02)
Entergy Power Maritza Holding I, Ltd. (dissolved 03-28-02)
Entergy Power Maritza Holding II, Ltd. (dissolved 03-28-02)
Entergy Power Maritza Holding III, Ltd. (dissolved 03-28-02)
Entergy Power Nogales LDC (dissolved 03-28-02)
Entergy Power Nogales S.r.L. (dissolved 04-25-02)
Entergy Power Nogales Ltd. (dissolved 03-28-02)
Entergy Power Operations Pakistan LDC (dissolved 03-28-02)
Entergy Power Clay County I Corporation (dissolved 10-10-02)
Entergy Power Clay County II Corporation (dissolved 10-10-02)
Entergy Power Europe Holding, Ltd. (dissolved 11-12-02)
Entergy Power Fairfield Corporation (dissolved 08-19-02)
Entergy Power Franklin County I Corporation (dissolved 10-10-02)
Entergy Power Franklin County II Corporation (dissolved 10-10-02)
Entergy Power Freestone Corporation (dissolved 03-14-02)
Entergy Power Generation Argentina LDC (dissolved 03-28-02)
Entergy Power Cayman Investments, Ltd. (dissolved 03-28-02)
Entergy Australia Generation Holdings, Ltd. (dissolved 03-28-02)
Entergy Australia Generation, Ltd. (dissolved 03-28-02)
Entergy Power Argentina Ltd. (dissolved 03-28-02)
Entergy Power Asia, Ltd. (dissolved 09-26-02)
EAL Power Generation, LLC (dissolved 06-20-02)
Clay County Power LLC (dissolved 10-10-02).
The following companies were sold on March 22, 2002: Central Costanera S.A.; Central Termoelectrica Buenos Aires S.A.; Compania Electrica San Isidro S.A.; Edegel S.A.; Entergy Power CBA Holding, Ltd.; Entergy Power Chile S.A.; Entergy Power Peru S.A.; Entergy S.A.; Generandes Peru S.A.; Inversiones Electricas Quillota S.A.; Latin America Holding I, Ltd.; and Latin America Holding II, Ltd.
The following companies were sold on August 6, 2002: Entergy Power Castelnou SL; Entergy Power Holding Espana SL; Entergy Power Projects Espana SL; and Entergy Power Spain LLC.
The following companies were sold on December 19, 2002: Damhead Creek Finance Limited and Damhead Creek Limited.
In addition, the following system companies had issued other equity or debt securities in other System companies or non-associate companies as of December 31, 2002. This chart excludes equity investments reported in the table above.
|
|
Description of |
Outstanding |
Issuer's |
Owner's |
|
($000s) |
($000s) |
($000s) |
||
|
Entergy Arkansas, Inc.-(Within System) |
||||
The Arklahoma Corporation (ARKCO) |
238 shares common stock |
65 |
65 |
65 |
System Fuels, Inc. |
70 shares common stock |
7 |
7 |
7 |
System Fuels, Inc. |
4.7%, unsecured loan, |
10,994 |
10,994 |
10,994 |
|
Entergy Arkansas, Inc.-(Outside System) |
||||
Capital Avenue Development |
Limited Partnership Interest |
2,976 |
2,976 |
2,976 |
|
Entergy Gulf States, Inc.-(Within System) |
||||
Varibus Corporation |
100,000 shares common stock |
100 |
100 |
100 |
Prudential Oil and Gas, Inc. |
11,537 shares common stock |
12 |
12 |
12 |
Southern Gulf Railway Company |
1,000 shares common stock |
1 |
1 |
1 |
|
Entergy Louisiana, Inc.-(Within System) |
||||
System Fuels, Inc. |
66 shares common stock |
7 |
7 |
7 |
System Fuels, Inc. |
4.7%, unsecured loan, |
14,223 |
14,223 |
14,223 |
|
Entergy Louisiana, Inc.-(Outside System) |
||||
EDC Investments LLC BIDCO |
Member Interest |
1,500 |
1,500 |
1,500 |
|
Entergy Mississippi, Inc.-(Within System) |
||||
System Fuels, Inc. |
38 shares common stock |
4 |
4 |
4 |
System Fuels, Inc. |
4.7%, unsecured loan, |
5,527 |
5,527 |
5,527 |
|
Entergy New Orleans, Inc.-(Within System) |
||||
System Fuels, Inc. |
26 shares common stock |
3 |
3 |
3 |
System Fuels, Inc. |
4.7%, unsecured loan, |
3,256 |
3,256 |
3,256 |
|
|
Description of |
Outstanding |
Issuer's |
Owner's |
|
($000s) |
($000s) |
($000s) |
||
|
Entergy Global Investments, Inc.-(Within System) |
||||
Entergy Asset Management, Inc. |
5.32%, unsecured promissory note, |
24,301 |
24,301 |
24,301 |
Entergy Enterprises, Inc. |
5.32%, unsecured promissory note, |
16,657 |
16,657 |
16,657 |
Entergy Corporation |
5.32%, unsecured promissory note, |
212,247 |
212,247 |
212,247 |
Entergy UK Enterprises Ltd |
5.32%, unsecured promissory note, |
929,512 |
929,512 |
929,512 |
Entergy-Koch I, LLC |
5.00%, unsecured promissory note, |
4,040 |
4,040 |
4,040 |
|
Entergy International Holdings Ltd. LLC-(Within System) |
||||
EWO Holdings, LLC |
5.32%, unsecured promissory note, |
8,000 |
8,000 |
8,000 |
|
Entergy International Ltd. LLC- (Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
58,292 |
58,292 |
58,292 |
|
Entergy Nuclear Finance Holding, Inc. -(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
73,970 |
73,970 |
73,970 |
Entergy Corporation |
5.32%, unsecured promissory note, |
456,912 |
456,912 |
456,912 |
EWO Holdings, LLC |
5.32%, unsecured promissory note, |
175,070 |
175,070 |
175,070 |
|
Entergy Nuclear Fitzpatrick, LLC-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
20,000 |
20,000 |
20,000 |
Entergy Nuclear Generation Company |
3.90%, unsecured promissory note, |
73,000 |
73,000 |
73,000 |
|
|
Description of |
Outstanding |
Issuer's |
Owner's |
|
($000s) |
($000s) |
($000s) |
||
|
Entergy Nuclear Fitzpatrick, LLC and Entergy Nuclear Indian Point 3 LLC-(Within System) |
||||
New York Power Authority |
4.8% implicit rate, promissory note, |
683,640 |
683,640 |
683,640 |
|
Entergy Nuclear Generation Company-(Within System) |
||||
Entergy International Ltd. LLC |
5.32%, unsecured promissory note, |
20,000 |
20,000 |
20,000 |
|
Entergy Nuclear Indian Point 2 LLC-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
15,000 |
15,000 |
15,000 |
|
Entergy Nuclear Indian Point 3 LLC-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
20,000 |
20,000 |
20,000 |
|
Entergy Nuclear New York Investment Company I-(Within System) |
||||
Entergy Nuclear Holding Company #1 |
5.32%, unsecured promissory note, |
25,000 |
25,000 |
25,000 |
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
96,828 |
96,828 |
96,828 |
|
Entergy Nuclear New York Investment Company II-(Within System) |
||||
Entergy Nuclear Holding Company #1 |
5.32%, unsecured promissory note, |
25,000 |
25,000 |
25,000 |
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
113,541 |
113,541 |
113,541 |
|
Entergy Nuclear New York Investment Company III-(Within System) |
||||
Entergy Nuclear Finance, Inc. |
5.32%, unsecured promissory note, |
525,000 |
525,000 |
525,000 |
|
Entergy Nuclear Operations, Inc. -(Within System) |
||||
Entergy Corporation |
5.32%, unsecured promissory note, |
6,000 |
6,000 |
6,000 |
|
|
Description of |
Outstanding |
Issuer's |
Owner's |
|
($000s) |
($000s) |
($000s) |
||
|
Entergy Nuclear Vermont Investment Company-(Within System) |
||||
Entergy Nuclear Finance, Inc. |
5.32%, unsecured promissory note, |
165,691 |
165,691 |
165,691 |
|
Entergy Nuclear Vermont Yankee LLC-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
26,266 |
26,266 |
26,266 |
|
Entergy Nuclear, Inc. -(Within System) |
||||
Entergy Finance, Inc. |
5.32%, unsecured promissory note, |
2,750 |
2,750 |
2,750 |
|
Entergy Power Development Corporation-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
122,489 |
122,489 |
122,489 |
|
Entergy Power Gas Holdings Corporation-(Within System) |
||||
Entergy Corporation |
5.32%, unsecured promissory note, |
33,409 |
33,409 |
33,409 |
|
Entergy Power International Holding Corporation-(Within System) |
||||
Entergy Global Investments, Inc. |
5.32%, unsecured promissory note, |
2,149 |
2,149 |
2,149 |
Entergy Nuclear Capital Management Corporation I |
3.38%, unsecured promissory note, |
450,000 |
450,000 |
450,000 |
Entergy Nuclear Capital Management Corporation II |
3.38%, unsecured promissory note, |
250,000 |
250,000 |
250,000 |
|
EP Edegel, Inc. -(Within System) |
||||
EWO Holdings, LLC |
1.82%, unsecured promissory note, |
9,200 |
9,200 |
9,200 |
|
Entergy Power Damhead Creek Holding II-(Within System) |
||||
EWO Holdings, LLC |
5.32%, unsecured promissory note, |
10,000 |
10,000 |
10,000 |
|
|
Description of |
Outstanding |
Issuer's |
Owner's |
|
($000s) |
($000s) |
($000s) |
||
|
Entergy Power Generation Corporation-(Within System) |
||||
EWO Holdings, LLC |
5.32%, unsecured promissory note, |
30,100 |
30,100 |
30,100 |
|
Entergy Power Ventures Corporation II-(Within System) |
||||
Entergy Power Generation Corporation |
5.32%, unsecured promissory note, |
1,615 |
1,615 |
1,615 |
|
Entergy Power Ventures LP-(Within System) |
||||
Entergy Power Ventures Corporation II |
5.32%, unsecured promissory note, |
1,615 |
1,615 |
1,615 |
|
EWO Wind LLC (Outside System) Top of Iowa wind project debt |
Avg. rate 3.15%, note, |
79,029 |
79,029 |
79,029 |
|
Entergy-Koch, LP (Outside System) (Entergy owns 50% of Entergy-Koch, LP. This represents the Issuer's debt) |
6.9% Senior, |
300,000 |
300,000 |
300,000 |
|
Entergy-Koch, LP (Outside System) (Entergy owns 50% of Entergy-Koch, LP. This represents the Issuer's debt) |
Avg. rates 2.08%, |
158,000 |
158,000 |
158,000 |
|
Entergy-Koch, LP (Outside System) (Entergy owns 50% of Entergy-Koch, LP. This represents the Issuer's debt) |
Avg. rates 1.9%, |
90,000 |
90,000 |
90,000 |
|
RS Cogen LLC (Outside System) (Entergy owns 50% of RS Cogen LLC)(The outstanding amount represents the Issuers debt) |
2.96%, unsecured note, |
163,551 |
163,551 |
163,551 |
|
RS Cogen LLC (Outside System) (Entergy owns 50% of RS Cogen LLC)(The outstanding amount represents the Issuers debt) |
8.73%, unsecured note, |
75,000 |
75,000 |
75,000 |
|
RS Cogen LLC (Outside System) (Entergy owns 50% of RS Cogen LLC)(The outstanding amount represents the Issuers debt) |
5.93%, unsecured note, |
32,071 |
32,071 |
32,071 |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
|
Entergy Solutions Ltd. |
|||
Entergy Retail Holding Company |
1% General Partner Interest |
100 |
261 |
Entergy Retail Texas, Inc. |
99% Limited Partner Interest |
- |
25,778 |
|
Entergy Solutions Supply Ltd. |
|||
Entergy Retail Holding Company |
1% General Partner Interest |
100 |
113 |
Entergy Retail Texas, Inc. |
99% Limited Partner Interest |
- |
11,218 |
|
Entergy Solutions Select, Ltd. |
|||
Entergy PTB Holding Company |
1% General Partner Interest |
- |
17,707 |
Entergy Select LLC |
99% Limited Partner Interest |
100 |
178 |
|
Entergy Solutions Essentials Ltd. |
|||
Entergy PTB Holding Company |
1% General Partner Interest |
- |
446 |
Entergy Select LLC |
99% Limited Partner Interest |
100 |
5 |
|
Entergy Nuclear FitzPatrick LLC |
|||
Entergy Nuclear New York Investment Company I |
50% Member Interest |
50 |
10,428 |
Entergy Nuclear New York Investment Company II |
50% Member Interest |
50 |
10,428 |
|
Entergy Nuclear Indian Point 3 LLC |
|||
Entergy Nuclear New York Investment Company I |
50% Member Interest |
50 |
13,055 |
Entergy Nuclear New York Investment Company II |
50% Member Interest |
50 |
13,055 |
|
EWO Marketing Holding, LLC |
|||
Entergy Corporation |
20% Member Interest |
20 |
314,651 |
Entergy Marketing Corporation |
80% Member Interest |
80 |
418,405 |
|
EWO Holdings LLC |
|||
Entergy UK Enterprises Limited |
100 % Class B Member Interest |
25 |
8,000 |
Entergy Power Development Corporation |
100% Class A Member Interest |
75 |
53,727 |
EP Edegel, Inc. |
81,800 shares Class Member Interest |
- |
189,484 |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
|
Entergy Australia DB I Pty Limited* |
|||
Entergy Australia DB II Pty Limited |
316,447,786 |
<99 |
** |
Entergy Victoria, Inc. |
10,000 |
>1 |
** |
|
EKLP, LLC |
|||
EK Holding III LLC |
50% Member Interest |
50 |
4,311 |
|
Entergy-Koch, LP |
|||
EKLP, LLC |
.5% General Partner Interest |
50 |
4,311 |
EK Holding II LLC |
1% Limited Partner Interest |
- |
12,080 |
EK Holding I LLC |
48.5% Limited Partner Interest |
- |
590,379 |
|
Entergy-Koch Trading, LP |
|||
EKT, LLC |
1% General Partner Interest |
50 |
4,431 |
Entergy-Koch, LP |
99% Limited Partner Interest |
- |
438,622 |
|
Gulf Pines Pipeline Company, LP |
|||
Entergy-Koch, LP |
99% Limited Partner Interest |
- |
** |
GS Pipeline Company, LLC |
1% General Partner Interest |
50 |
9,607 |
|
GS Pipeline Company, LP |
|||
Entergy-Koch, LP |
99% Limited Partner Interest |
- |
951,185 |
GS Pipeline Company, LLC |
1% General Partner Interest |
50 |
** |
|
Gulf South Pipeline Company, LP |
|||
Entergy-Koch, LP |
99% Limited Partner Interest |
- |
951,185 |
GS Pipeline Company, LLC |
1% General Partner Interest |
50 |
9,607 |
|
Northern Iowa Windpower, LLC |
|||
EWO Wind LLC |
99% Member Interest |
99 |
77,501 |
|
RS Cogen LLC |
|||
Entergy Power RS LLC |
50% Member Interest |
50 |
14,519 |
|
EN Services, L.P. |
|||
Entergy Investments Holding Company, Inc. |
99% Limited Partner Interest |
- |
1 |
EN Services II Corp |
1% General Partner Interest |
100 |
1 |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
|
Entergy Power Ventures L.P. |
|||
Entergy Investments Holding Company, Inc. |
99% Limited Partner Interest |
- |
186,899 |
Entergy Power Ventures Corp I |
1% Limited Partner Interest |
** |
|
|
Entergy Asset Management, Inc. |
|||
EN Services I Corp |
2,475 |
.05 |
647 |
Entergy Power Warren Corp I |
201,196.7 |
4.23 |
75,0191 |
Entergy Power Warren Corp I |
80,479 shares |
- |
30,146 |
Entergy Power Crete Corp |
395,316.3 |
8.32 |
10,214 |
Entergy Power Crete Corp |
158,127 |
- |
4,086 |
Entergy Power Ventures Corp II |
92,648.3 |
1.95 |
132,900 |
Entergy Power Ventures Corp II |
37,059 |
- |
53,160 |
Entergy Power Generating Co. I |
1,250 |
.025 |
** |
Entergy Power Generating Co. II |
1,250 |
.025 |
** |
Entergy Power Generation Corp. |
7,000 |
.15 |
1,222 |
Entergy Power Greenville Generating Co. I |
1,250 |
.025 |
** |
Entergy Power Greenville Generating Co. II |
1,250 |
.025 |
** |
Entergy Power Rowan Generating Co. |
2,500 |
.05 |
** |
Hawkgen I, Inc. |
1,250 |
.025 |
** |
Hawkgen II, Inc. |
1,250 |
.025 |
** |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
Entergy Global Trading Holdings Ltd. |
20,000 |
25.42 |
1,000 |
Entergy Global Trading Holdings Ltd. |
8,000 |
- |
25 |
EK Holding I LLC |
2,836,645 |
59.67 |
28,366 |
Entergy Power Holdings USA Corp. |
248,520 |
- |
4,264 |
|
Entergy Power International Holdings Corp. |
|||
EWO Marketing Holding LLC |
7,920 |
95.9 |
518,265 |
Entergy Global Trading Holdings Ltd. |
337 |
4.1 |
23,158 |
|
EWO Marketing, LP |
|||
EWO GP LLC |
1% General Partner Interest |
100 |
** |
EWO Marketing Holding LLC. |
99% Limited Partner Interest |
- |
1 |
|
EWO Marketing Holding LLC |
|||
Entergy Marketing Corporation |
80% Member Interest |
80 |
418,405 |
Entergy Corporation |
20% Member Interest |
20 |
314,651 |
|
Entergy Power Generation Corporation |
|||
Entergy Global Investments, Inc. |
Non-voting common stock |
- |
211,000 |
Entergy Corporation |
1,000 |
100 |
136,241 |
|
Entergy Power Development Corporation |
|||
Entergy Global Investments, Inc. |
10,959 |
15 |
48,042 |
Entergy Corporation |
62,100 |
85 |
178,723 |
|
Entergy Nuclear Holding Company #1 |
|||
Entergy Global Investments, Inc. |
1,000 |
25 |
50,000 |
Entergy Corporation |
3,000 |
75 |
371,712 |
|
Entergy Power International Holdings Corp. |
|||
Entergy Global Trading Holdings, Ltd. |
337 |
4.1 |
23,158 |
EWO Marketing Holding LLC |
7,920 |
95.9 |
518,265 |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
|
Entergy Power Operations Damhead Creek Limited Partnership |
|||
Entergy Power Operations Corporation |
99% Limited Partner Interest |
- |
** |
Entergy Power Operations Damhead Creek Corporation |
1% General Partner Interest |
100 |
** |
|
Maritza East 3 Operating Company A.O. |
|||
Entergy Power Holdings Maritza B.V. |
495 |
99 |
23 |
Entergy Power Netherlands Company BV |
5 |
1 |
3 |
|
Maritza East III Power Company AD |
|||
Entergy Power Holdings Maritza B.V. |
816 |
51 |
49 |
|
Damhead Creek Holding Limited |
|||
Entergy Power Damhead Creek Holding III, Ltd. |
15,000,002 |
62 |
(185,439) |
Entergy Power Hull, Ltd. |
9,273,300 |
38 |
** |
|
Entergy Power Damhead Creek Holding II, Ltd. |
|||
Entergy Power Damhead Creek Holding I, Ltd. |
999 |
99 |
29,222 |
Entergy Power Hull, Ltd. |
1 |
1 |
66,000 |
|
Entergy Power Hull, Ltd. |
|||
Entergy Power Damhead Creek Holding II, Ltd. |
9,273,300 |
38 |
66,000 |
|
Entergy Power Damhead Finco LLC |
|||
Entergy Power Development Corporation |
99% Member Interest |
99 |
415 |
Entergy Power Investment Holdings Corporation |
1% Member Interest |
1 |
(1) |
|
Damhead Finance (Netherlands) B.V. |
|||
Entergy Power Damhead Finco 2 |
396 |
99 |
** |
Entergy Power Damhead Finco 1 |
4 |
1 |
(13) |
|
Damhead Finance (Netherlands Antilles) N.V. |
|||
Entergy Power Damhead Finco 2 |
5,940 |
99 |
** |
Entergy Power Damhead Finco 1 |
60 |
1 |
(68) |
|
Damhead Finance LDC |
|||
Entergy Power Damhead Finco 2 |
990 |
99 |
(8,104) |
Entergy Power Damhead Finco 1 |
100 |
1 |
(82) |
|
EWO Holdings, LLC |
|||
Entergy Power Development Corporation |
100% Class A Member Interest |
75 |
32,565 |
EP Edegel, Inc. |
100% Class C Member Interest |
- |
189,484 |
Entergy UK Enterprises Ltd. |
100% Class B Member Interest |
25 |
8,000 |
|
|
Type of |
% of |
Owners |
|
($000s) |
|||
|
Entergy do Brazil LTDA |
|||
Entergy Power BJE Holding, Ltd. |
2,299,999 |
99.9 |
112 |
Entergy Power BJE Ltd. |
1 |
.1 |
** |
|
Bon Jardim Energetica, LTDA. |
|||
Entergy Power BJE Holding, Ltd. |
344,847 |
99.9 |
1,481 |
Entergy Power BJE Ltd. |
3,483 |
.1 |
** |
|
Entergy Power Services Italia, S.r.L. |
|||
Sabinas Power Company BV |
9,900 |
99 |
(265) |
Entergy Power Netherlands Company BV |
100 |
1 |
12 |
|
Entergy Power Rinnovabli S.r.L. |
|||
Sabinas Power Company BV |
9,900 |
99 |
(135) |
Entergy Power Netherlands Company BV |
100 |
1 |
** |
|
Entergy Power Development Italia S.r.L. |
|||
Sabinas Power Company BV |
9,900 |
99 |
(255) |
Entergy Power Netherlands Company BV |
100 |
1 |
** |
|
Entergy Power Projects Italia, S.r.L. |
|||
Sabinas Power Company BV |
9,900 |
99 |
(238) |
Entergy Power Netherlands Company BV |
100 |
1 |
16 |
|
EntergyShaw, LLC |
|||
Entergy Power E & C Holdings, LLC |
50% Member Interest |
50 |
1,314 |
** Less than $1,000
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
On March 28, 2002, Entergy Arkansas issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $100,000,000, 6.70% Series, due April 1, 2032.
On November 12, 2002, Entergy Arkansas issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $100,000,000, 6% Series, due November 1, 2032.
On October 18, 2002, Entergy New Orleans issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $25,000,000, 6.75% Series, due October 15, 2017.
On December 31, 2002, Entergy Asset Management, Inc. issued, pursuant to the June 1999 Order, the following securities to the companies named below:
248,520.3 shares of Class B preferred stock to Entergy Power Holdings USA Corporation in exchange for a 100% interest in Entergy Power RS, LLC;
395,316.3 shares of Class A common stock and 158,126.5 shares of Class A preferred stock to Entergy Power Crete Corporation in exchange for a 50% interest in Crete Energy Ventures, LLC and Crete Turbine Holdings, LLC;
201,196.7 shares of Class A common stock and 80,478.7 shares of Class A preferred stock to Entergy Power Warren Corporation I in exchange for a 100% interest in Warren Power, LLC;
92,648.3 shares of Class A common stock and 37,059.3 shares of Class A preferred stock to Entergy Power Ventures Corp. II in exchange for a 99% limited partnership interest in Entergy Power Ventures, LP;
1,250 shares of Class A common stock to Entergy Power Jackson Generating Company I in exchange for a 50% interest in Jackson Generating Company, LLC;
1,250 shares of Class A common stock to Entergy Power Jackson Generating Company II in exchange for a 50% interest in Jackson Generating Company, LLC;
1,250 shares of Class A common stock to Entergy Power Greenville Generating Company I in exchange for a 50% interest in Greenville Generating Company, LLC;
1,250 shares of Class A common stock to Entergy Power Greenville Generating Company II in exchange for a 50% interest in Greenville Generating Company, LLC;
2,500 shares of Class A common stock to Entergy Power Rowan Generating Company in exchange for a 100% interest in Rowan Generating Company, LLC;
1,250 shares of Class A common stock to Hawkgen I, Inc. in exchange for a 50% interest in Hawkeye Generating LLC;
1,250 shares of Class A common stock to Hawkgen II, Inc. in exchange for a 50% interest in Hawkeye Generating LLC;
2,475 shares of Class A common stock to EN Services I Corp. in exchange for a 99% limited partnership interest in EN Services, LP;
20,000 shares of Class A common stock, 2,500 shares of Class B common stock and 8,000 shares of Class A preferred stock to Entergy Global Trading Holdings, Ltd. in exchange for $1,025,000; and
2,836,645 shares of Class A common stock to EK Holding I, LLC in exchange for $28,366,450.
On December 31, 2002, Entergy Global Investments, Inc. issued and sold, pursuant to the exemption provisions of Rule 52, an unsecured note to Entergy Asset Management, Inc. in an aggregate principal amount of $29,366,450.
On December 2, 2002, Entergy Global Investments, Inc. issued and sold, pursuant to the exemption provisions of Rule 52, an unsecured note to Entergy Enterprises, Inc. in an aggregate principal amount of $28,832,000.
On March 27, 2002, Entergy Nuclear Finance Holding, Inc. issued and sold, pursuant to the exemption provisions of Rule 52, an unsecured note to Entergy Global Investment, Inc. in an aggregate principal amount of $73,970,000.
On March 26, 2002, Entergy Nuclear Finance Holdings, Inc., issued and sold, pursuant to exemption provisions of Rule 52, an unsecured note to EWO Holdings, Inc. in an aggregate principal amount of $175,070,000. At December 31, 2002, the outstanding principal amount due on such notes was $175,070,000 with the highest outstanding balance of $175,070,000 being on December 3, 2002.
On July 29, 2002, Entergy Nuclear Vermont Yankee LLC issued and sold, pursuant to exemption provisions of Section 32, an unsecured note to Entergy Global Investments, Inc. in an aggregate face amount of $46,100,000. At December 31, 2002, the outstanding principal amount due on such notes was $26,265,794, with the highest outstanding balance $26,100,000 being on November 26, 2002.
On January 18, 2002, Entergy Nuclear, Inc. issued and sold an unsecured note to Entergy Nuclear Finance, Inc. in an aggregate face amount of $2,750,000. At December 31, 2002, the outstanding principal amount due on such notes was $2,750,000, with the highest outstanding balance $2,750,000 being on January 18, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
On July 30, 2002, Entergy Nuclear Vermont Investment Company issued an unsecured note to Entergy Nuclear Finance, Inc. in an aggregate face amount of $165,690,926. At December 31, 2002, the outstanding principal amount due on such notes was $170,000,000, with the highest outstanding balance $170,000,000 being on August 13, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
On December 31, 2002, Entergy Power International Holdings Corporation issued and sold an unsecured note to Entergy Nuclear Capital Management Corporation I in an aggregate face amount of $450,000,000. At December 31, 2002, the outstanding principal amount due on such notes was $450,000,000, with the highest outstanding balance $450,000,000 being on December 31, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
On December 31, 2002, Entergy Power International Holdings Corporation issued and sold an unsecured note to Entergy Nuclear Capital Management Corporation II in an aggregate face amount of $250,000,000. At December 31, 2002, the outstanding principal amount due on such notes was $250,000,000, with the highest outstanding balance $250,000,000 being on December 31, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
On June 12, 2002, Entergy Power Gas Holding Corporation issued and sold an unsecured note to Entergy Corporation in an aggregate face amount of $34,467,000. At December 31, 2002, the outstanding principal amount due on such notes was $33,409,539, with the highest outstanding balance $34,467,000 being on December 11, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
At December 31, 2002, Entergy Power Ventures LP had outstanding an unsecured note issued to Entergy Power Ventures Corp. II pursuant to the exemptions provisions of Section 32, the outstanding principal amount due on such notes was $1,626,457 with the highest outstanding balance of $177,788,476 being on November 26, 2002.
On December 12, 2002, Entergy Global Investments, Inc. issued and sold an unsecured note to Entergy Power Hull Ltd in an aggregate face amount of $169,646,795. At December 31, 2002, the outstanding principal amount due on such notes was $-0-, with the highest outstanding balance $169,646,795 being on December 12, 2002. These notes were issued pursuant to the exemption provisions of Rule 52.
On December 30, 2002, Entergy Global Investments, Inc. issued and sold, pursuant to exemption provisions of Rule 52, an unsecured note to Entergy Power Damhead Creek Holding II, Ltd in an aggregate face amount of $170,066,136. At December 31, 2002, the outstanding principal amount due on such notes was $170,066,136, with the highest outstanding balance $170,066,136 being on December 30, 2002.
On January 16, 2002, Entergy Power International Holding Corporation (EPIHC) issued to Entergy Power Gas Holding Corporation (EPGHC) warrants to acquire 291,000 shares of EPIHC's common stock in consideration of the issuance by EPGHC to EPIHC of an unsecured note in the face amount of $54,670.170 pursuant to the exemption provisions of Rule 52.
On March 21, 2002, Entergy Power Damhead Creek Holding II, Ltd issued and sold, pursuant to exemption provisions of Section 33, an unsecured note to Entergy Power Hull, Ltd. in an aggregate face amount of $45,800,000. At December 31, 2002, the outstanding principal amount due on such notes was $-0-, with the highest outstanding balance $45,800,000 being on March 31, 2002.
On March 26, 2002, Entergy Power Damhead Creek Holding II, Ltd issued and sold, pursuant to exemption provisions of Section 33, an unsecured note to EWO Holding LLC in an aggregate face amount of $10,000,000. At December 31, 2002, the outstanding principal amount due on such notes was $10,000,000, with the highest outstanding balance $10,000,000 being on March 31, 2002.
On March 26, 2002, Entergy Power Generation Corporation issued and sold, pursuant to exemption provisions of Section 32, an unsecured note to EWO Holding LLC in an aggregate face amount of $30,100,000. At December 31, 2002, the outstanding principal amount due on such notes was $30,100,000, with the highest outstanding balance $30,100,000 being on March 31, 2002.
On March 14, 2002, Entergy International Holdings Ltd LLC issued and sold, pursuant to exemption provisions of Rule 52, an unsecured note to Entergy Power Damhead Creek FinCo LLC in an aggregate face amount of $749,000. At December 31, 2002, the outstanding principal amount due on such notes was $-0-, with the highest outstanding balance $749,000 being on March 14, 2002.
On December 10, 2002, Entergy Nuclear Environmental Services LLC, an energy-related company, issued a limited member interest to Entergy Nuclear. This transaction was exempt pursuant to Rule 58.
On February 15, 2002, Entergy Nuclear PFS Company, an energy-related company, issued common stock to Entergy Nuclear, Inc. for a total consideration of $750,000. This transaction was exempt pursuant to Rule 58.
During 2002, Entergy Nuclear Potomac Company, an energy-related company, issued common stock to Entergy Nuclear, for a total consideration of $1,001,000. This transaction was exempt pursuant to Rule 58.
On October 1, 2002, Entergy-Koch LP acquired 100% of the common stock of Entergy-Koch Trading Canada, ULC, an unlimited liability company, for a total consideration of 5,000,000 Canadian dollars. This transaction was authorized pursuant to the Commission's January, 2001 Order.
On July 31, 2002, Entergy Corporation issued a 'commitment letter' to Vermont Yankee Nuclear Power Corporation for the benefit of ENVY, committing that it would cause Entergy's wholly owned subsidiaries, EIHL and Entergy Global Investments, Inc. (EGI) to perform their respective obligations under the terms of certain credit agreements between EIHL, and ENVY ($35 million "financial assurances" credit agreement) and between EGI and ENVY ($35 million "working capital" credit agreement), up to an aggregate amount of $60 million for both credit agreements.
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 2002.
In addition to the foregoing, as of December 31, 2002, Entergy Corporation had issued direct and indirect guarantees, assumptions of liability, sureties or indemnifications for the benefit of its various subsidiary companies in the aggregate amount of $21,923,384, pursuant to Rule 45(b)(6), as follows:
|
Entity Recording Benefit of |
Amount of 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 Operations, Inc. |
$250,000 |
Worker's Compensation Self Insurance/State of Mississippi |
|
|
Entergy Nuclear Generation Corporation |
$300,000 |
Worker's Compensation Self Insurance/State of Massachusetts |
|
|
Entergy Mississippi, Inc. |
$250,000 |
Worker's Compensation Self Insurance/State of Mississippi |
|
|
Total indemnification amount |
$21,923,384 |
||
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
|
Calendar Year 2002 |
|||||||||||||
|
|
|||||||||||||
|
|
Name of Company |
|
Number of Shares or Principal Amount Redeemed |
|
|
Holding Company |
|||||||
|
ENTERGY CORPORATION |
|||||||||||||
|
Common Stock |
Entergy Corporation |
2,885,000 |
$118,498,766 |
Reg. 250.42 |
|||||||||
|
ENTERGY ARKANSAS |
|||||||||||||
|
Long-Term Debt* |
Entergy Arkansas |
- |
$132,000,000 |
$85,000,000 |
$217,000,000 |
Reg. 250.42 |
|||||||
|
ENTERGY GULF STATES |
|||||||||||||
|
Preferred Stock* |
Entergy Gulf States |
- |
32,614 |
- |
$1,858,000 |
Reg. 250.42 |
|||||||
|
Long-Term Debt* |
Entergy Gulf States |
$46,000,000 |
$147,920,510 |
$193,920,510 |
Reg. 250.42 |
||||||||
|
ENTERGY LOUISIANA |
|||||||||||||
|
Common Stock |
Entergy Louisiana |
$120,000,000 |
$120,000,000 |
HCAR No. 27622 |
|||||||||
|
Long-Term Debt* |
Entergy Louisiana |
- |
$115,000,000 |
$185,626,775 |
$300,626,775 |
Reg. 250.42 |
|||||||
|
ENTERGY MISSISSIPPI |
|||||||||||||
|
Long-Term Debt* |
Entergy Mississippi |
- |
- |
$65,000,000 |
$65,000,000 |
Reg. 250.42 |
|||||||
|
ENTERGY NEW ORLEANS |
|||||||||||||
|
Long-Term Debt* |
Entergy New Orleans |
- |
$25,000,000 |
- |
$25,000,000 |
Reg. 250.42 |
|||||||
|
SYSTEM ENERGY RESOURCES |
|||||||||||||
|
Long-Term Debt* |
System Energy Resources |
- |
- |
$100,890,680 |
$100,890,680 |
Reg. 250.42 |
|||||||
* 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
|
Part I |
Investments In Persons Operating Within Retail Service Area of Owner |
|||||
|
|
|
|||||
|
|
|
Amount of |
||||
|
Entergy Enterprises, Inc. |
ECD Investments, LLC (A business development and finance organization serving poverty-stricken areas in western Mississippi, eastern Arkansas, and northeastern Louisiana) |
$896,508 |
||||
|
Entergy Louisiana, Inc. |
ECD Investments, LLC BIDCO Corporation (a 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.) |
$1,500,000 |
||||
|
Part II |
Other Investments |
|||||
|
|
Number of Shares |
% of Voting |
|
|||
|
Entergy Arkansas |
Capital Avenue Development Company (limited partnership engaged in the business of constructing, owing, maintaining, operating and leasing a 40-story commercial office building) |
Limited |
N/A |
- |
$2,976,050 |
|
|
Entergy MHK Investments LLC |
MyHomeKey.com, Inc. (Engaged in the business of owning/operating an internet portal, bringing together buyers and sellers of home products and services, including electricity and gas) |
Series D preferred stock |
1,197,263 |
- |
- |
|
|
Entergy Procurement Exchange Holding Corporation |
Pantellos Corporation (An exempt telecommunications company) |
Common stock |
450,783 |
4.9 |
$4,439,000 |
|
|
Entergy-Koch Trading LP |
Tradespark, L.P. (An energy-related company providing an electronic energy commodity marketplace for North America wholesale transactions in natural gas, electricity, coal, sulfur dioxide and nitrogen dioxide emission allowances and weather financial products) |
Approximately 5.53% Limited Partner Interest |
- |
- |
$2,500,000 |
|
|
Entergy Nuclear, Inc. |
Private Fuel Storage, LLC (An energy-related company formed to finance and develop a spent nuclear fuel storage facility for use by its Member Companies, as well as, third parties to the extent of any excess storage capacity) |
Approximately 12.9% Member Interest |
- |
9.9 |
$748,200 |
|
|
EGT Holding, Ltd. |
Scottish & Southern Energy, plc (A FUCO operating in the U.K.) |
Common stock |
3,424 |
- |
- |
|
|
Entergy Ventures Holding Company Inc |
SourceOne, Inc. (An energy-related company providing support to commercial and industrial customers; provides power related due diligence, power master planning and power/commodity analysis/purchasing support) |
Series A Preferred Stock |
184,332 |
- |
$496,083 |
|
|
Entergy Louisiana, Inc. |
Louisiana Energy Services, L.P. (a limited partnership formed to develop a 1.5 million separative work unit (SWU)/year centrifuge uranium enrichment plant) |
Approximately 3.97% Limited Partner Interest |
- |
- |
$1,300,000 |
|
ITEM 5. Part III is being filed pursuant to Rule 104.
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, 2002 |
ETR |
EAI |
EGSI |
ELI |
EMI |
ENOI |
ESI |
ERHC |
EPE&C |
|
J. Wayne Anderson |
|
|
|
|
|
|
VP |
|
|
|
Kay Kelley Arnold |
|
|
|
|
|
|
VP |
|
|
|
Michael D. Bakewell |
|
|
|
|
|
|
VP |
|
|
|
Maureen S. Bateman |
D |
|
|
|
|
|
|
|
|
|
Jack T. Blakley |
|
|
VP |
|
|
|
|
|
|
|
Joseph L. Blount |
|
|
|
|
|
|
|
|
VP |
|
W. Frank Blount |
D |
|
|
|
|
|
|
|
|
|
Tracie L. Boutte |
|
|
|
|
|
|
VP |
|
|
|
S.M. Henry Brown, Jr. |
|
|
|
|
|
|
VP |
|
|
|
Theodore Bunting |
|
VP |
VP |
VP |
VP |
VP |
VP |
|
|
|
Elaine E. Coleman |
|
|
|
|
|
VP |
|
|
|
|
E. Renae Conley |
|
|
P |
P |
|
|
|
|
|
|
Bill F. Cossar |
|
|
|
|
VP |
|
|
|
|
|
As of December 31, 2002 |
ETR |
EAI |
EGSI |
ELI |
EMI |
ENOI |
ESI |
ERHC |
EPE&C |
|
Robert L. Cushman |
|
|
|
|
|
|
VP |
|
|
|
George W. Davis |
D |
|
|
|
|
|
|
|
|
|
Simon deBree |
D |
|
|
|
|
|
|
|
|
|
James M. DeLong |
|
|
|
|
|
|
VP |
|
|
|
Leo P. Denault |
|
|
|
|
|
|
VP |
|
|
|
Claiborne P. Deming |
D |
|
|
|
|
|
|
|
|
|
Joan Dobrzynski |
|
|
|
|
|
|
|
D |
|
|
Joseph F. Domino |
|
|
P |
|
|
|
|
|
|
|
Murphy A. Dreher |
|
|
VP |
VP |
|
|
VP |
|
|
|
Johnny D. Ervin |
|
|
|
|
|
|
VP |
|
|
|
Haley R. Fisackerly |
|
|
|
|
VP |
|
|
|
|
|
Kent R. Foster |
|
|
|
|
|
|
VP |
|
|
|
Norman C. Francis |
D |
|
|
|
|
|
|
|
|
|
Frank F. Gallaher |
SVP |
P-FOT |
P-FOT |
P-FOT |
P-FOT |
P-FOT |
P-FOT |
|
|
|
Janice C. George |
|
|
|
|
|
|
|
|
VP |
|
Robert C. Grenfell |
|
|
|
|
VP |
|
|
|
|
|
David C. Harlan |
|
|
|
|
|
|
SVP |
|
|
|
Curtis L. Hebert, Jr. |
EVP |
|
|
|
|
|
EVP |
|
|
|
As of December 31, 2002 |
ETR |
EAI |
EGSI |
ELI |
EMI |
ENOI |
ESI |
ERHC |
EPE&C |
|
Randall W. Helmick |
|
|
VP |
VP |
|
|
VP |
|
|
|
Joseph T. Henderson |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
|
|
|
Donald C. Hintz |
P |
D |
D |
D |
D |
D |
P |
D |
|
|
Jill I. Israel |
|
|
|
|
|
|
VP |
|
|
|
Jerry D. Jackson |
EVP |
|
|
|
|
|
EVP |
|
|
|
Francis B. Jacobs, II |
|
|
|
|
|
|
|
VP |
|
|
Neal W. Jansonius |
|
|
|
|
|
|
VP |
|
|
|
Ray J. Johnson, Jr. |
|
|
|
|
|
|
VP |
|
|
|
John T. Kennedy |
|
VP |
|
|
|
|
|
|
|
|
James F. Kenney |
|
|
|
|
|
|
VP |
|
|
|
Doris J. Krick |
|
|
|
|
|
|
|
|
D |
|
Nathan E. Langston |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
|
|
Peter H. Lendrum |
|
|
|
|
|
|
VP |
|
|
|
J. Wayne Leonard |
CEO |
|
|
|
|
|
CEO |
|
|
|
Michele L. Lopiccolo |
|
|
|
|
|
|
VP |
|
|
|
Robert v.d. Luft |
COB |
|
|
|
|
|
|
|
|
|
As of December 31, 2002 |
ETR |
EAI |
EGSI |
ELI |
EMI |
ENOI |
ESI |
ERHC |
EPE&C |
|
William E. Madison |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
SVP |
|
|
|
P. J. Martinez |
|
|
|
|
|
|
VP |
|
|
|
Phillip R. May |
|
|
|
|
|
|
VP |
|
|
|
Will L. Mayo |
|
|
|
|
VP |
|
|
|
|
|
J. Parker McCollough |
|
|
VP |
|
|
|
|
|
|
|
Hugh T. McDonald |
|
P |
|
|
|
|
|
|
|
|
Steven C. McNeal |
VP |
VP T |
VP T |
VP T |
VP T |
VP T |
VP T |
VP T |
P |
|
Eduardo Melendreras |
|
|
VP |
VP |
|
|
VP |
|
|
|
Nancy C. Morovich |
|
|
|
|
|
|
VP |
|
|
|
Kathleen A. Murphy |
D |
|
|
|
|
|
|
|
|
|
Paul W. Murrill |
D |
|
|
|
|
|
|
|
|
|
James J. Mutch |
|
|
|
|
|
|
VP |
|
|
|
James M. Neikirk |
|
|
|
|
|
|
VP |
|
|
|
James R. Nichols |
D |
|
|
|
|
|
|
|
|
|
Daniel F. Packer |
|
|
|
|
|
P |
|
|
|
|
William A. Percy, III |
D |
|
|
|
|
|
|
|
|
|
Tom D. Reagan |
|
|
|
|
|
|
P |
D |
|
|
As of December 31, 2002 |
ETR |
EAI |
EGSI |
ELI |
EMI |
ENOI |
ESI |
ERHC |
EPE&C |
|
Dennis H. Reilley |
D |
|
|
|
|
|
|
|
|
|
Deanna D. Rodriguez |
|
|
|
|
|
|
VP |
|
|
|
Peter P. Schneider |
|
|
|
|
|
|
VP |
|
|
|
Carolyn C. Shanks |
|
|
|
|
P |
|
|
|
|
|
Richard J. Smith |
GP |
D |
D |
D |
D |
D |
D |
|
|
|
Wm. Clifford Smith |
D |
|
|
|
|
|
|
|
|
|
James Snider |
|
|
|
|
|
|
|
|
D |
|
Bismark A. Steinhagen |
D |
|
|
|
|
|
|
|
|
|
Wade H. Stewart |
|
|
VP |
VP |
|
|
VP |
|
|
|
O. H. "Bud" Storey, III |
|
|
|
|
|
|
VP |
D |
|
|
Steven K. Strickland |
|
VP |
|
|
|
|
|
|
|
|
Michael G. Thompson |
EVP |
EVP |
EVP |
EVP |
EVP |
EVP |
EVP |
EVP |
|
|
Donald W. Vinci |
|
|
|
|
|
|
VP |
|
|
|
Arthur E. F. Wiese |
|
|
|
|
|
|
VP |
|
|
|
C. John Wilder |
EVP |
D |
D |
D |
D |
D |
EVP |
EVP |
|
|
Jerry W. Yelverton |
|
|
|
|
|
|
EVP |
D |
|
|
John H. Zemanek |
|
|
|
|
|
|
VP |
|
|
|
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 and Transmission |
|||
|
SVP = |
Senior Vice President |
CNO = |
Chief Nuclear Officer |
|
|
EVP = |
Executive Vice President |
CPO = |
Chief Procurement Officer |
|
|
VP = |
Vice President |
CRO = |
Chief Risk Officer |
|
|
D = |
Director |
T = |
Treasurer |
|
|
GTC = |
General Tax Counsel |
S = |
Secretary |
|
|
DGC = |
Deputy General Counsel |
GC = |
General Counsel |
|
|
GP = |
Group President |
CLO = |
Chief Legal Officer |
|
|
GA = |
General Auditor |
|
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, 2002 |
SERI |
EOI |
EPI |
SFI |
ERI |
POGI |
VARI |
EPGHC |
GSG&T |
SGRC |
|
Craig G. Anderson |
|
VP |
|
|
|
|
|
|
|
|
|
Joseph L. Blount |
S |
S |
|
|
|
|
|
VP |
|
|
|
William R. Campbell |
|
VP |
|
|
|
|
|
|
|
|
|
Douglas R. Castleberry |
|
|
|
|
VP |
|
|
|
|
|
|
Michael P. Childers |
|
|
|
|
P |
|
|
|
|
|
|
Robert J. Cushman |
|
|
VP |
|
VP |
|
|
|
|
|
|
Leo P. Denault |
|
|
|
|
|
|
M |
|
|
|
|
Deborah S. Dudenhefer |
|
|
|
|
|
M |
|
|
|
|
|
William A. Eaton |
|
VP |
|
|
|
|
|
|
|
|
|
Patricia A. Galbraith |
|
|
|
|
|
M |
|
|
|
|
|
Janice C. George |
|
|
|
|
|
|
|
VP |
|
|
|
Joseph T. Henderson |
SVP |
SVP |
SVP |
SVP |
SVP |
M |
|
|
SVP |
SVP |
|
Paul D. Hinnenkamp |
|
VP |
|
|
|
|
|
|
|
|
|
Donald C. Hintz |
D |
D |
|
D |
D |
|
|
|
D |
D |
|
As of December 31, 2002 |
SERI |
EOI |
EPI |
SFI |
ERI |
POGI |
VARI |
EPGHC |
GSG&T |
SGRC |
|
James F. Kenney |
|
|
|
P |
|
M |
|
|
P |
P |
|
Doris J. Krick |
|
|
|
|
|
|
|
D |
|
|
|
Nathan E. Langston |
SVP |
SVP |
|
SVP |
|
M |
|
|
SVP |
SVP |
|
William E. Madison |
|
SVP |
|
|
|
|
|
|
|
|
|
John R. McGaha |
|
P |
|
|
|
|
|
|
|
|
|
Steven C. McNeal |
VP |
VP |
T |
VP |
VP |
M |
M |
P |
VP |
VP |
|
Robert A. Malone |
|
|
VP |
|
|
|
|
|
|
|
|
Robert J. Moore |
|
|
VP |
|
|
|
|
|
|
|
|
Frederick F. Nugent |
|
|
GC |
|
|
|
|
|
|
|
|
Geoffrey D. Roberts |
|
|
P |
|
|
|
|
|
|
|
|
Stanley A. Ross |
|
|
VP |
|
VP |
|
|
|
|
|
|
Christopher T. Screen |
|
|
|
|
|
M |
|
|
|
|
|
James W. Snider |
|
|
|
|
|
|
|
D |
|
|
|
Gary J. Taylor |
|
SVP |
|
|
|
|
|
|
|
|
|
Michael G. Thompson |
|
|
SVP |
EVP |
VP |
M |
M |
|
EVP |
EVP |
|
Joseph Venable |
|
VP |
|
|
|
|
|
|
|
|
|
C. John Wilder |
EVP |
EVP |
D |
EVP |
D |
M |
|
|
EVP |
EVP |
|
As of December 31, 2002 |
SERI |
EOI |
EPI |
SFI |
ERI |
POGI |
VARI |
EPGHC |
GSG&T |
SGRC |
|
George A. Williams |
|
VP |
|
|
|
|
|
|
|
|
|
Jerry W. Yelverton |
COB |
COB |
|
|
|
|
|
|
|
|
|
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, 2002 |
EEI |
EOSI |
EHI |
ENI |
EPDC |
EPGC |
EPEHC |
EWO |
EGTH |
ETUNO |
|
Donald M. Black |
|
|
|
|
|
|
|
|
VP |
|
|
Joseph L. Blount |
|
|
|
|
VP |
|
|
|
|
|
|
Gareth Brett |
VP |
|
|
|
|
|
|
|
|
|
|
Douglas R. Castleberry |
|
|
|
|
|
D |
|
|
|
VP |
|
Michael P. Childers |
SVP |
|
|
|
|
D |
|
|
D |
|
|
Robert J. Cushman |
VP |
|
|
|
|
|
|
|
|
|
|
Leo P. Denault |
|
|
|
|
|
|
|
P |
D |
|
|
Joan Dobrzynski |
|
|
|
|
|
|
D |
|
|
|
|
Randy E. Dufour |
|
VP |
|
|
|
|
|
|
|
|
|
Gerritt L. Ewing |
|
|
|
|
|
|
|
|
VP |
|
|
Frank F. Gallaher |
|
COB |
|
|
|
|
|
|
|
|
|
Turgay Gurun |
VP |
|
|
|
|
|
|
|
|
|
|
Joseph T. Henderson |
SVP |
SVP |
SVP |
SVP |
|
|
D |
|
|
VP |
|
As of December 31, 2002 |
EEI |
EOSI |
EHI |
ENI |
EPDC |
EPGC |
EPEHC |
EWO |
EGTH |
ETUNO |
|
Donald C. Hintz |
D |
D |
COB |
D |
|
|
|
|
|
|
|
C. Randy Hutchinson |
|
|
|
SVP |
|
|
|
|
|
|
|
Francis B. Jacobs, II |
|
|
|
|
|
|
VP |
|
|
|
|
Danny R. Keuter |
|
|
|
VP |
|
|
|
|
|
|
|
Thomas S. LaGuardia |
|
|
|
VP |
|
|
|
|
|
|
|
Nathan E. Langston |
|
SVP |
SVP |
SVP |
|
CAO |
|
|
SVP |
VP |
|
J. Wayne Leonard |
|
|
P |
|
|
|
|
|
|
|
|
Jonathan Long |
VP |
|
|
|
|
|
|
|
|
|
|
Steven C. McNeal |
VP |
VP |
VP |
VP |
T |
VP |
VP |
T |
D |
VP |
|
Robert A. Malone |
VP |
|
|
|
|
|
|
|
|
|
|
Elizabeth Martin |
|
|
|
|
|
|
|
VP |
|
|
|
Robert J. Moore |
VP |
|
|
|
|
|
|
|
|
|
|
James M. Neikirk |
|
|
|
|
|
|
P |
|
|
|
|
Frederick F. Nugent |
VP |
|
VP |
|
|
|
|
|
|
|
|
Tom D. Reagan |
|
|
|
|
|
|
|
|
|
P |
|
Geoffrey D. Roberts |
P |
|
|
|
|
|
|
|
|
|
|
Stanley A. Ross |
VP |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2002 |
EEI |
EOSI |
EHI |
ENI |
EPDC |
EPGC |
EPEHC |
EWO |
EGTH |
ETUNO |
|
O. H. Storey, III |
|
|
|
|
|
D |
|
|
|
|
|
Michael G. Thompson |
SVP |
EVP |
EVP |
EVP |
|
|
|
S |
|
S |
|
C. John Wilder |
D |
EVP |
D |
EVP |
|
|
D |
|
|
|
|
J. Bradley Williams |
SVP |
|
|
|
|
|
|
|
|
|
|
Jane Wilson |
VP |
|
|
|
|
|
|
|
|
|
|
Jerry W. Yelverton |
|
|
|
P |
D |
|
|
|
|
|
|
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, 2002 |
EGPOC |
ETHC |
EPHUSA |
EIHL |
EVHC |
ENHC |
ENHC1 |
ENHC2 |
ETBHC |
ENFHI |
|
Donald M. Black |
|
|
D |
|
|
|
|
|
|
|
|
Douglas Castleberry |
|
VP |
|
|
|
|
|
|
|
VP |
|
Michael P. Childers |
VP |
|
P |
|
|
|
|
|
|
|
|
Robert J. Cushman |
VP |
|
|
|
|
|
|
|
|
|
|
Leo Denault |
|
|
D |
|
|
|
|
|
|
|
|
Joan Dobrzynski |
|
|
|
|
D |
|
D |
|
D |
|
|
Gerritt L. Ewing |
|
|
VP |
|
|
|
|
|
|
|
|
Dave C. Harlan |
|
|
|
|
P |
|
|
CFO |
|
|
|
Curtis L. Hebert Jr. |
|
|
|
|
|
|
|
D |
|
|
|
Joseph T. Henderson |
SVP |
SVP |
|
SVP |
SVP |
|
SVP |
|
|
|
|
Donald C. Hintz |
|
COB |
|
|
|
D |
D |
|
D |
|
|
Francis B. Jacobs, II |
|
|
|
|
VP |
|
VP |
|
VP |
|
|
Michael R. Kansler |
|
|
|
|
|
|
|
P |
|
|
|
As of December 31, 2002 |
EGPOC |
ETHC |
EPHUSA |
EIHL |
EVHC |
ENHC |
ENHC1 |
ENHC2 |
ETBHC |
ENFHI |
||||||||||
|
Nathan E. Langston |
|
SVP |
CAO |
SVP |
SVP |
SVP |
SVP |
|
SVP |
|
||||||||||
|
J. Wayne Leonard |
|
|
|
|
|
|
|
D |
|
|
||||||||||
|
Steven C. McNeal |
VP |
VP |
VP |
VP |
VP |
VP |
VP |
|
VP |
VP |
||||||||||
|
Robert A. Malone |
VP |
|
|
|
|
|
|
|
|
|
||||||||||
|
Frederick F. Nugent |
VP |
|
|
|
|
|
|
|
|
|
||||||||||
|
Tom D. Reagan |
|
|
|
|
|
|
|
|
D |
|
||||||||||
|
Denise R. Redmann |
|
|
|
|
|
|
|
S |
|
|
||||||||||
|
Geoffrey D. Roberts |
P |
|
|
|
|
|
|
|
|
|
||||||||||
|
O. H. Storey, III |
|
|
S |
|
|
|
|
|
D |
VP |
||||||||||
|
Michael G. Thompson |
SVP |
EVP |
|
EVP |
EVP |
EVP |
EVP |
|
EVP |
|
||||||||||
|
C. John Wilder |
EVP |
CFO |
|
CFO |
EVP |
CFO |
CFO |
|
CFO |
|
||||||||||
|
Jerry W. Yelverton |
|
|
|
|
|
P |
P |
|
D |
P |
||||||||||
|
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, 2002
|
|
Name and Location |
Position |
Applicable Exemption Rule |
|
Norman C. Francis |
Liberty Bank and Trust |
Director |
70(a) |
|
Robert v.d. Luft |
Stonebridge Bank |
Director |
70(b) |
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, 2002 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 2002. 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 Annual |
Restricted |
Securities |
(a) |
(b) All Other |
|||||
|
Michael P. Childers (e) |
2002 |
$356,648 |
$ 117,200 |
$ 6,075 |
(c) |
50,000 shares |
$ - |
$ 10,712 |
|||||
|
2001 |
342,052 |
210,833 |
3,125 |
(c) |
45,500 |
- |
5,214 |
||||||
|
2000 |
306,442 |
588,316 |
39,375 |
$772,500 (c)(d) |
0 |
197,257 |
- |
||||||
|
E. Renae Conley |
2002 |
$ 321,500 |
$ 320,000 |
$ 88,946 |
(c) |
40,000 shares |
$ 331,114 |
$ 15,211 |
|||||
|
2001 |
308,769 |
486,186 |
46,240 |
(c) |
34,600 |
- |
10,742 |
||||||
|
2000 |
282,642 |
280,000 |
41,573 |
(c) |
20,000 |
181,109 |
8,559 |
||||||
|
Leo P. Denault |
2002 |
$ 275,834 |
$ 210,000 |
$ 15,750 |
(c) |
20,500 shares |
$ 153,202 |
$ 13,041 |
|||||
|
2001 |
265,967 |
299,000 |
12,375 |
(c) |
16,300 |
- |
7,253 |
||||||
|
2000 |
257,637 |
295,225 |
8,438 |
(c) |
18,500 |
181,109 |
6,256 |
||||||
|
Joseph F. Domino |
2002 |
$ 255,295 |
$ 210,070 |
$ 63,361 |
(c) |
22,000 shares |
$ 153,202 |
$ 13,568 |
|||||
|
2001 |
245,384 |
292,583 |
48,254 |
(c) |
14,800 |
- |
7,150 |
||||||
|
2000 |
235,358 |
180,732 |
51,399 |
(c) |
20,000 |
142,314 |
7,084 |
||||||
|
Frank F. Gallaher |
2002 |
$ 450,461 |
$ 471,679 |
$ 118,763 |
(c) |
60,000 shares |
$ 583,156 |
$ 30,294 |
|||||
|
2001 |
432,828 |
524,828 |
161,787 |
(c) |
60,000 |
- |
16,574 |
||||||
|
2000 |
416,390 |
504,642 |
127,484 |
(c) |
34,500 |
328,084 |
13,910 |
||||||
|
David C. Harlan |
2002 |
$ 238,846 |
$ 218,880 |
$ 57,808 |
(c) |
22,200 shares |
$ 217,448 |
$ 15,926 |
|||||
|
2001 |
207,712 |
270,000 |
22,490 |
(c) |
16,300 |
- |
7,597 |
||||||
|
2000 |
198,673 |
185,375 |
35,806 |
(c) |
20,000 |
196,929 |
4,736 |
||||||
|
Joseph T. Henderson |
2002 |
$ 360,231 |
$ 436,000 |
$ 57,377 |
(c) |
51,900 shares |
$ 247,100 |
$ 15,970 |
|||||
|
2001 |
287,694 |
502,500 |
45,450 |
(c) |
22,200 |
- |
8,757 |
||||||
|
2000 |
285,596 |
303,975 |
61,818 |
$151,425 (c)(d) |
22,200 |
172,773 |
14,419 |
||||||
|
Donald C. Hintz |
2002 |
$ 629,423 |
$ 754,800 |
$ 206,963 |
(c) |
160,000 shares |
$1,408,470 |
$ 34,318 |
|||||
|
2001 |
599,423 |
779,000 |
198,321 |
(c) |
160,000 |
- |
21,605 |
||||||
|
2000 |
570,096 |
743,000 |
104,399 |
(c) |
175,000 |
1,181,837 |
26,516 |
||||||
|
Long-Term Compensation |
||||||||
|
Annual Compensation |
Awards |
Payouts |
||||||
|
|
|
|
|
Other Annual |
Restricted |
Securities |
(a) |
(b) All Other |
|
Jerry D. Jackson |
2002 |
$491,281 |
$ 513,150 |
$ 19,261 |
(c) |
75,898 shares |
$ 627,634 |
$ 17,600 |
|
2001 |
475,345 |
576,382 |
19,646 |
(c) |
80,000 |
- |
17,378 |
|
|
2000 |
458,223 |
554,214 |
58,758 |
(c) |
58,500 |
1,181,575 |
15,162 |
|
|
Michael R. Kansler |
2002 |
$ 342,788 |
$ 353,724 |
$ 59,336 |
(c) |
34,600 shares |
$ 360,766 |
$ 15,963 |
|
2001 |
319,231 |
486,021 |
11,351 |
(c) |
40,000 |
- |
12,261 |
|
|
2000 |
240,885 |
424,283 |
66,983 |
$189,375 (c)(d) |
35,000 |
147,894 |
47,272 |
|
|
James F. Kenney |
2002 |
$ 226,776 |
$ 135,105 |
$ 28,378 |
(c) |
15,000 shares |
$ 153,202 |
$ 12,029 |
|
2001 |
217,538 |
220,459 |
20,685 |
(c) |
15,500 |
- |
7,938 |
|
|
2000 |
208,921 |
211,932 |
22,433 |
(c) |
15,500 |
196,929 |
6,241 |
|
|
J. Wayne Leonard |
2002 |
$ 962,500 |
$1,450,400 |
$ 5,257 |
(c) |
330,600 shares |
$2,372,160 |
$ 20,517 |
|
2001 |
897,500 |
1,684,800 |
3,709 |
$7,400,000(c)(d) |
330,600 |
- |
- |
|
|
2000 |
836,538 |
1,190,000 |
11,646 |
(c) |
330,600 |
2,410,413 |
- |
|
|
Hugh T. McDonald |
2002 |
$ 247,373 |
$ 185,000 |
$ 56,295 |
(c) |
22,000 shares |
$ 182,854 |
$ 14,867 |
|
2001 |
231,335 |
333,078 |
118,502 |
(c) |
14,800 |
- |
18,664 |
|
|
2000 |
209,400 |
165,000 |
53,808 |
(c) |
34,600 |
172,773 |
54,878 |
|
|
Steven C. McNeal |
2002 |
$ 200,700 |
$ 135,000 |
$ 8,438 |
(c) |
20,500 shares |
$ 103,782 |
$ 11,603 |
|
2001 |
193,654 |
212,500 |
7,188 |
(c) |
16,600 |
- |
8,139 |
|
|
2000 |
182,333 |
129,223 |
- |
(c) |
15,000 |
- |
4,606 |
|
|
James M. Neikirk |
2002 |
$ 243,508 |
$ 112,000 |
$ 21,103 |
(c) |
19,000 shares |
$ 153,202 |
$ 10,876 |
|
2001 |
238,775 |
100,074 |
15,403 |
(c) |
16,300 |
- |
8,779 |
|
|
2000 |
232,637 |
120,000 |
17,645 |
(c) |
18,500 |
196,995 |
8,643 |
|
|
Daniel F. Packer |
2002 |
$ 244,776 |
$ 95,000 |
$ 17,705 |
(c) |
20,000 shares |
$ 153,202 |
$ 13,469 |
|
2001 |
228,209 |
262,881 |
15,410 |
(c) |
14,800 |
- |
7,055 |
|
|
2000 |
219,432 |
167,382 |
16,433 |
(c) |
20,000 |
196,929 |
6,658 |
|
|
Tom D. Reagan |
2002 |
$ 219,010 |
$ 135,000 |
$ 1,644 |
(c) |
20,000 shares |
$ - |
$ 16,536 |
|
2001 |
191,760 |
169,083 |
9,614 |
(c) |
14,700 |
- |
20,366 |
|
|
2000 |
171,878 |
111,125 |
785 |
(c) |
20,000 |
- |
5,123 |
|
|
Geoffrey D. Roberts |
2002 |
$ 472,007 |
$ 493,367 |
$ 7,713 |
(c) |
72,000 shares |
$ 627,634 |
$ 13,322 |
|
2001 |
463,338 |
276,338 |
7,694 |
(c) |
62,500 |
- |
15,615 |
|
|
2000 |
439,889 |
913,411 |
6,200 |
(c) |
58,500 |
641,184 |
9,663 |
|
|
Carolyn C. Shanks |
2002 |
$ 252,478 |
$ 200,000 |
$ 77,460 |
(c) |
20,000 shares |
$ 153,202 |
$ 14,138 |
|
2001 |
241,085 |
287,672 |
17,140 |
(c) |
14,800 |
- |
7,206 |
|
|
2000 |
231,193 |
182,530 |
2,594 |
(c) |
20,000 |
104,241 |
4,858 |
|
|
Michael G. Thompson |
2002 |
$ 412,277 |
$ 431,805 |
$ 78,888 |
(c) |
116,092 shares |
$ 504,084 |
$ 23,128 |
|
2001 |
385,136 |
480,000 |
140,577 |
(c) |
40,000 |
- |
13,095 |
|
|
2000 |
349,691 |
433,305 |
49,668 |
(c) |
40,000 |
590,787 |
11,294 |
|
|
C. John Wilder |
2002 |
$ 521,923 |
$ 549,080 |
$ 156,683 |
(c) |
131,366 shares |
$ 627,634 |
$ 24,459 |
|
2001 |
493,128 |
600,000 |
158,059 |
(c) |
87,700 |
- |
16,284 |
|
|
2000 |
468,392 |
619,370 |
148,540 |
(c) |
87,700 |
953,006 |
13,919 |
|
|
Jerry W. Yelverton |
2002 |
$ 464,798 |
$ 658,350 |
$ 180,186 |
(c) |
85,000 shares |
$ 627,634 |
$ 28,455 |
|
2001 |
443,269 |
540,000 |
145,389 |
(c) |
65,000 |
- |
14,697 |
|
|
2000 |
408,846 |
510,000 |
4,197 |
$201,875(c)(d) |
58,900 |
503,482 |
12,732 |
|
b. Includes the following:
Option Grants in 2002
The following table summarizes option grants during 2002 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.
The following table summarizes option grants during 2002 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) |
2002 |
share) (a) |
Date |
5% |
10% |
|
|
||||||
|
Michael Childers |
50,000 |
0.6% |
$ 41.69 |
2/11/12 |
$ 1,310,931 |
$3,322,156 |
|
E. Renae Conley |
40,000 |
0.5% |
41.69 |
2/11/12 |
1,048,745 |
2,657,725 |
|
Leo P. Denault |
20,500 |
0.3% |
41.69 |
2/11/12 |
537,482 |
1,362,084 |
|
Joseph F. Domino |
22,000 |
0.3% |
41.69 |
2/11/12 |
576,810 |
1,461,749 |
|
Frank F. Gallaher |
60,000 |
0.7% |
41.69 |
2/11/12 |
1,573,117 |
3,986,587 |
|
David C. Harlan |
22,200 |
0.3% |
41.69 |
2/11/12 |
582,053 |
1,475,037 |
|
Joseph T. Henderson |
51,900 |
0.6% |
41.69 |
2/11/12 |
1,360,746 |
3,448,398 |
|
Donald C. Hintz |
160,000 |
2.0% |
41.69 |
2/11/12 |
4,194,979 |
10,630,900 |
|
Jerry D. Jackson |
50,000 |
0.6% |
41.69 |
2/11/12 |
1,310,931 |
3,322,156 |
|
12,949 (c) |
0.2% |
46.37 |
1/27/10 |
272,375 |
646,414 |
|
|
3,811 (c) |
0.1% |
45.67 |
2/01/03 |
1,421 |
2,787 |
|
|
4,056 (c) |
0.1% |
45.67 |
1/27/04 |
10,054 |
20,149 |
|
|
5,082 (c) |
0.1% |
45.67 |
1/27/10 |
105,283 |
249,864 |
|
|
Michael R. Kansler |
34,600 |
0.4% |
41.69 |
2/11/12 |
907,164 |
2,298,932 |
|
James F. Kenney |
15,000 |
0.2% |
41.69 |
2/11/12 |
393,279 |
996,647 |
|
J. Wayne Leonard |
330,600 |
4.1% |
41.69 |
2/11/12 |
8,667,875 |
21,966,097 |
|
Hugh T. McDonald |
22,000 |
0.3% |
41.69 |
2/11/12 |
576,810 |
1,461,749 |
|
Steven C. McNeal |
20,500 |
0.3% |
41.69 |
2/11/12 |
537,482 |
1,362,084 |
|
James M. Neikirk |
19,000 |
0.2% |
41.69 |
2/11/12 |
498,154 |
1,262,419 |
|
Daniel F. Packer |
20,000 |
0.2% |
41.69 |
2/11/12 |
524,372 |
1,328,862 |
|
Tom D. Reagan |
20,000 |
0.2% |
41.69 |
2/11/12 |
524,372 |
1,328,862 |
|
Geoffrey D. Roberts |
45,000 |
0.6% |
41.69 |
2/11/12 |
1,179,838 |
2,989,941 |
|
27,000 (c) |
0.3% |
43.95 |
3/01/09 |
469,563 |
1,089,352 |
|
|
Carolyn C. Shanks |
20,000 |
0.2% |
41.69 |
2/11/12 |
524,372 |
1,328,862 |
|
Michael G. Thompson |
60,000 |
0.7% |
41.69 |
2/11/12 |
1,573,117 |
3,986,587 |
|
7,735 (c) |
0.1% |
41.98 |
1/27/10 |
151,152 |
360,371 |
|
|
1,878 (c) |
0.0% |
46.37 |
2/01/03 |
3,246 |
6,453 |
|
|
1,998 (c) |
0.0% |
46.37 |
1/27/04 |
7,849 |
15,950 |
|
|
1,271 (c) |
0.0% |
46.37 |
1/26/05 |
8,189 |
17,055 |
|
|
3,239 (c) |
0.0% |
46.37 |
1/25/06 |
29,422 |
62,828 |
|
|
2,873 (c) |
0.0% |
46.37 |
1/30/07 |
34,064 |
74,624 |
|
|
1,551 (c) |
0.0% |
46.37 |
1/22/08 |
22,905 |
51,506 |
|
|
18,586 (c) |
0.2% |
46.37 |
1/28/09 |
331,290 |
765,117 |
|
|
10,649 (c) |
0.1% |
46.37 |
1/25/11 |
259,885 |
634,137 |
|
|
6,312 (c) |
0.1% |
46.37 |
1/27/10 |
132,769 |
315,095 |
|
|
C. John Wilder |
87,700 |
1.1% |
41.69 |
2/11/12 |
2,299,373 |
5,827,062 |
|
8,666 (c) |
0.1% |
46.45 |
1/27/10 |
180,225 |
426,740 |
|
|
1,109 (c) |
0.0% |
43.85 |
1/27/10 |
20,076 |
46,891 |
|
|
3,891 (c) |
0.1% |
43.85 |
1/28/09 |
58,959 |
134,054 |
|
|
5,000 (c) |
0.1% |
43.90 |
1/28/09 |
75,849 |
172,458 |
|
|
5,000 (c) |
0.1% |
44.00 |
1/28/09 |
76,022 |
172,851 |
|
|
15,000 (c) |
0.2% |
43.90 |
1/28/09 |
227,548 |
517,375 |
|
|
5,000 (c) |
0.1% |
43.88 |
1/28/09 |
75,815 |
172,380 |
|
|
Jerry W. Yelverton |
85,000 |
1.0% |
41.69 |
2/11/12 |
2,228,582 |
5,647,665 |
Aggregated Option Exercises in 2002 and December 31, 2002 Option Values
The following table summarizes the number and value of options exercised during 2002, 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, 2002 |
As of December 31, 2002(b) |
|||
|
Name |
on Exercise |
Realized (a) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|
|
||||||
|
Michael Childers |
- |
$ - |
15,166 |
80,334 |
$ 130,276 |
$ 455,569 |
|
E. Renae Conley |
- |
- |
32,366 |
69,734 |
531,717 |
504,753 |
|
Leo P. Denault |
- |
- |
25,266 |
37,534 |
456,728 |
312,610 |
|
Joseph F. Domino |
- |
- |
33,253 |
38,534 |
587,807 |
321,165 |
|
Frank F. Gallaher |
43,000 |
620,327 |
11,667 |
111,500 |
184,649 |
837,385 |
|
David C. Harlan |
20,350 |
280,215 |
15,333 |
39,734 |
345,372 |
330,535 |
|
Joseph T. Henderson |
29,700 |
432,958 |
- |
74,100 |
- |
496,708 |
|
Donald C. Hintz |
30,000 |
624,375 |
384,499 |
405,001 |
6,411,858 |
4,070,235 |
|
Jerry D. Jackson |
45,927 |
930,553 |
118,304 |
122,834 |
1,279,375 |
1,093,644 |
|
Michael R. Kansler |
20,730 |
383,880 |
13,333 |
72,934 |
114,530 |
627,567 |
|
James F. Kenney |
21,083 |
386,031 |
17,416 |
30,501 |
218,463 |
263,992 |
|
J. Wayne Leonard |
- |
- |
585,600 |
661,200 |
9,916,842 |
5,671,994 |
|
Hugh T. McDonald |
- |
- |
24,500 |
43,401 |
436,784 |
431,111 |
|
Steven C. McNeal |
10,000 |
231,200 |
11,458 |
36,567 |
140,270 |
287,966 |
|
James M. Neikirk |
17,333 |
358,972 |
5,433 |
36,034 |
46,669 |
306,760 |
|
Daniel F. Packer |
30,083 |
492,005 |
4,933 |
36,534 |
42,374 |
313,365 |
|
Tom D. Reagan |
13,134 |
192,544 |
- |
36,467 |
- |
312,780 |
|
Geoffrey D. Roberts |
151,500 |
2,703,121 |
47,833 |
143,667 |
223,235 |
1,631,206 |
|
Carolyn C. Shanks |
10,351 |
163,659 |
4,933 |
36,534 |
42,374 |
313,365 |
|
Michael G. Thompson |
88,699 |
1,496,751 |
56,092 |
100,001 |
27,923 |
764,285 |
|
C. John Wilder |
108,041 |
1,943,277 |
75,824 |
175,401 |
355,895 |
1,504,658 |
|
Jerry W. Yelverton |
57,766 |
913,970 |
- |
147,968 |
- |
1,147,271 |
Long-Term Incentive Plan Awards in 2002
The following Table summarizes the awards of performance units (equivalent to shares of Entergy common stock) granted under the Equity Ownership Plan in 2002 to the Named Executive Officers.
|
Estimated Future Payouts Under |
|||||
|
Name |
Number of |
Performance Period Until |
Threshold |
Target |
Maximum |
|
Michael P. Childers |
10,000 |
1/1/02-12/31/04 |
1,300 |
5,000 |
10,000 |
|
E. Renae Conley |
10,000 |
1/1/02-12/31/04 |
1,300 |
5,000 |
10,000 |
|
Leo P. Denault |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Joseph F. Domino |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Frank F. Gallaher |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
|
David C. Harlan |
9,800 |
1/1/02-12/31/04 |
1,300 |
4,919 |
9,800 |
|
Joseph T. Henderson |
10,000 |
1/1/02-12/31/04 |
1,300 |
5,000 |
10,000 |
|
Donald C. Hintz |
38,000 |
1/1/02-12/31/04 |
4,800 |
19,000 |
38,000 |
|
Jerry D. Jackson |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
|
Michael R. Kansler |
10,000 |
1/1/02-12/31/04 |
1,300 |
5,000 |
10,000 |
|
James F. Kenney |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
J. Wayne Leonard |
64,000 |
1/1/02-12/31/04 |
8,000 |
32,000 |
64,000 |
|
Hugh T. McDonald |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Steven C. McNeal |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
James M. Neikirk |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Daniel F. Packer |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Tom D. Reagan |
4,000 |
1/1/02-12/31/04 |
600 |
2,042 |
4,000 |
|
Geoffrey D. Roberts |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
|
Carolyn C. Shanks |
4,200 |
1/1/02-12/31/04 |
600 |
2,100 |
4,200 |
|
Michael G. Thompson |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
|
C. John Wilder |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
|
Jerry W. Yelverton |
17,000 |
1/1/02-12/31/04 |
2,200 |
8,500 |
17,000 |
Pension Plan Tables
Retirement Income Plan Table
|
Years of Service |
|||||
|
Annual |
|
|
|
|
|
|
$100,000 |
$ 22,500 |
$ 30,000 |
$ 37,500 |
$ 45,000 |
$ 52,500 |
|
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, 2002, 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, 2002, for the following Named Executive Officers is as follows: Mr. Denault 3; Mr. Domino 32; Mr. Gallaher 33; Mr. Harlan 30; Mr. Henderson 3; Mr. Jackson 23; Mr. Leonard 4; Mr. McDonald 20; Mr. McNeal 20; Mr. Neikirk 4; Mr. Packer 20; Mr. Reagan 25; Mr. Roberts 3; Ms. Shanks 19; and Mr. Yelverton 23. The credited years of service under the Retirement Income Plan, as of December 31, 2002 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Mr. Childers 12; Ms. Conley 20; Mr. Hintz 31; Mr. Kansler 23; Mr. Kenney 24; Mr. Thompson 26; and Mr. Wilder 19.
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)
|
Years of Service |
|||||
|
Annual |
|
|
|
|
|
|
$ 200,000 |
$ 60,000 |
$ 90,000 |
$100,000 |
$110,000 |
$120,000 |
|
300,000 |
90,000 |
135,000 |
150,000 |
165,000 |
180,000 |
|
400,000 |
120,000 |
180,000 |
200,000 |
220,000 |
240,000 |
|
500,000 |
150,000 |
225,000 |
250,000 |
275,000 |
300,000 |
|
600,000 |
180,000 |
270,000 |
300,000 |
330,000 |
360,000 |
|
700,000 |
210,000 |
315,000 |
350,000 |
385,000 |
420,000 |
|
1,000,000 |
300,000 |
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. 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 3; Mr. Jackson 29; Mr. Kansler 14; Mr. Kenney 12; Mr. Thompson 21; Mr. Wilder 4; and Mr. Yelverton 33.
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.
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, the committee chairpersons of the Audit Committee and Nuclear Committee are paid an additional $10,000 annually and the committee chairpersons of the Personnel Committee, Corporate Governance Committee and Finance Committee 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 2002, 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 vest after five years of service on the Board and 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 2002, the value of such transportation services provided by Entergy Corporation to all directors was approximately $15,228.
Executive Retention and Employment Agreements and Change-in-Control Arrangements
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).
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:
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.
Employment Agreement with Mr. Gallaher
- The employment agreement between Mr. Gallaher and his Entergy employer supercedes all prior agreements with Entergy and provides as follows: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:
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:
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.
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:
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:
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:
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:
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. Reagan, 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:
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 |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Corporation |
|||
|
Maureen S. Bateman* |
1,500 |
- |
1,600 |
|
W. Frank Blount* |
8,034 |
- |
12,000 |
|
George W. Davis* |
2,700 |
- |
3,200 |
|
Simon D. deBree* |
568 |
- |
800 |
|
Claiborne P. Deming* |
500 |
- |
- |
|
Frank F. Gallaher** |
8,519 |
63,167 |
66,097 |
|
Alexis Herman* |
(f) |
- |
- |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard*** |
13,065 |
916,200 |
496 |
|
Robert v.d. Luft* |
23,272 |
268,998 |
8,000 |
|
Kathleen A. Murphy* |
1,500 |
1,000 (e) |
1,600 |
|
Paul W. Murrill* |
2,740 (d) |
- |
12,800 |
|
James R. Nichols* |
10,673 |
- |
12,800 |
|
William A. Percy, II* |
1,750 |
- |
1,600 |
|
Dennis H. Reilley* |
600 (d) |
- |
2,400 |
|
Wm. Clifford Smith* |
11,335 |
- |
15,200 |
|
Bismark A. Steinhagen* |
8,224 |
2,623 (e) |
22,400 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
137,842 |
2,591,229 |
532,251 |
|
|
|||
|
Entergy Arkansas, Inc. |
|||
|
Donald C Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Hugh T. McDonald*** |
4,122 |
48,300 |
6,786 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
77,397 |
2,376,306 |
440,436 |
|
|
|||
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Gulf States, Inc. |
|||
|
E. Renae Conley*** |
1,444 |
63,899 |
17,100 |
|
Joseph F. Domino*** |
11,889 |
52,186 |
11,833 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
96,542 |
2,531,339 |
464,678 |
|
Entergy Louisiana, Inc. |
|||
|
E. Renae Conley*** |
1,444 |
63,899 |
17,100 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
80,682 |
2,445,020 |
452,571 |
|
Entergy Mississippi, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Carolyn C. Shanks*** |
4,371 |
23,199 |
3,043 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
80,522 |
2,370,341 |
439,263 |
|
|
|||
|
Entergy New Orleans, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Daniel F. Packer*** |
3,691 |
23,199 |
3,884 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
71,774 |
2,328,340 |
437,529 |
|
|
|||
|
System Energy Resources Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
65,438 |
2,025,817 |
283,099 |
|
|
|||
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Operations, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
104,684 |
2,311,029 |
313,165 |
|
Entergy Services, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Richard J. Smith* |
574 |
111,201 |
25,364 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
169,105 |
3,209,923 |
556,893 |
|
System Fuels, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
James F. Kenney*** |
4,303 |
32,749 |
17,634 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
59,272 |
2,077,991 |
356,981 |
|
GSG&T, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
James F. Kenney*** |
4,303 |
32,749 |
17,634 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
59,272 |
2,077,991 |
356,981 |
|
Prudential Oil and Gas, LLC |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
James F. Kenney** |
4,303 |
32,749 |
17,634 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
59,272 |
2,077,991 |
356,981 |
|
Southern Gulf Railway Company |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
James F. Kenney*** |
4,303 |
32,749 |
17,634 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
59,272 |
2,077,991 |
356,981 |
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Varibus LLC |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
James F. Kenney** |
4,303 |
32,749 |
17,634 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
51,516 |
2,018,390 |
327,065 |
|
Entergy Enterprises, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Geoffrey D. Roberts*** |
1,349 |
103,166 |
17,449 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
34,939 |
2,090,459 |
340,949 |
|
Entergy Global Power Operations Corporation |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Geoffrey D. Roberts*** |
1,349 |
103,166 |
17,449 |
|
Michael G. Thompson*** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
32,367 |
2,007,629 |
334,496 |
|
Entergy Global Trading Holdings Ltd. |
|||
|
Michael P. Childers*** |
378 |
46,998 |
24,218 |
|
Leo P. Denault* |
563 |
43,699 |
4,635 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Steven C. McNeal* |
3,732 |
28,824 |
996 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
33,613 |
1,936,703 |
304,017 |
|
Entergy Holdings, Inc. |
|||
|
Joseph T. Henderson** |
307 |
32,100 |
16,809 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson*** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
35,379 |
1,892,165 |
296,753 |
|
Entergy International Holdings Ltd. LLC |
|||
|
Joseph T. Henderson** |
307 |
32,100 |
16,809 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
32,886 |
1,864,106 |
291,973 |
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Nuclear Finance Holding Inc. |
|||
|
Douglas Castleberry* |
3,063 |
4,000 |
- |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
O.H. Storey, III* |
517 |
20,166 |
117 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
37,459 |
1,854,606 |
276,627 |
|
Entergy Nuclear Holding Company |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
41,891 |
1,901,640 |
294,252 |
|
Entergy Nuclear Holding Company #1 |
|||
|
Joan L. Dobrzynski* |
- |
- |
- |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
42,198 |
1,933,740 |
311,061 |
|
Entergy Nuclear Holding Company #2 |
|||
|
David C. Harlan* |
6,041 |
34,833 |
14,820 |
|
Curtis L. Hebert, Jr.* |
- |
59,000 |
4,253 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Michael R. Kansler** |
1,277 |
49,866 |
4,787 |
|
J. Wayne Leonard*** |
13,065 |
916,200 |
496 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
35,144 |
1,846,656 |
215,309 |
|
Entergy Nuclear, Inc. |
|||
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
46,762 |
2,050,987 |
315,513 |
|
Entergy Operations Services, Inc. |
|||
|
Frank F. Gallaher*** |
8,519 |
63,167 |
66,097 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
48,327 |
1,944,939 |
358,080 |
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Power Inc. |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Geoffrey D. Roberts*** |
1,349 |
103,166 |
17,449 |
|
Michael G. Thompson*** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
32,955 |
1,996,629 |
310,394 |
|
Entergy Power Development Corporation |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
37,953 |
1,844,140 |
285,239 |
|
Entergy Power E & C Corporation |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Doris J. Krick* |
- |
- |
- |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Steven C. McNeal*** |
3,732 |
28,824 |
996 |
|
Geoffrey D. Roberts** |
1,349 |
103,166 |
17,449 |
|
James W. Snider* |
- |
3,334 |
- |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
27,073 |
1,778,247 |
199,535 |
|
Entergy Power Gas Holdings Corp. |
|||
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Doris J. Krick* |
- |
- |
- |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Steven C. McNeal*** |
3,732 |
28,824 |
996 |
|
Geoffrey D. Roberts** |
1,349 |
103,166 |
17,449 |
|
James W. Snider* |
- |
3,334 |
- |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
27,073 |
1,778,247 |
199,535 |
|
Entergy Power Generation Corporation |
|||
|
Douglas Castleberry* |
3,063 |
4,000 |
- |
|
Michael P. Childers*** |
378 |
46,998 |
24,218 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
O. H. Storey, III* |
517 |
20,166 |
117 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
36,537 |
1,903,170 |
299,499 |
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Power Holdings USA Corp. |
|||
|
Donald M. Black* |
93 |
14,000 |
- |
|
Michael P. Childers*** |
378 |
46,998 |
24,218 |
|
Leo P. Denault* |
563 |
43,699 |
4,635 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Geoffrey D. Roberts** |
1,349 |
103,166 |
17,449 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
32,869 |
1,989,376 |
254,327 |
|
Entergy Procurement Exchange Holding Corporation |
|||
|
Joan Dobrzynski* |
- |
- |
- |
|
Joseph T. Henderson* |
307 |
32,100 |
16,809 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
Jerry D. Jackson** |
22,083 |
181,136 |
47,374 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
James M. Neikirk** |
656 |
23,366 |
4,608 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
44,696 |
1,894,649 |
242,148 |
|
Entergy PTB Holding Co. |
|||
|
Joan Dobrzynski* |
- |
- |
- |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Tom D. Reagan*** |
4,805 |
18,233 |
39 |
|
O.H. Storey, III* |
517 |
20,166 |
117 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
47,213 |
1,940,039 |
294,408 |
|
Entergy Resources Inc. |
|||
|
Michael P. Childers*** |
378 |
46,998 |
24,218 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Geoffrey D. Roberts** |
1,349 |
103,166 |
17,449 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
31,587 |
1,984,901 |
329,679 |
|
Entergy Retail Holding Company |
|||
|
Joan Dobrzynski* |
- |
- |
- |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Tom D. Reagan*** |
4,805 |
18,233 |
39 |
|
O. H. Storey, III* |
517 |
20,166 |
117 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
Jerry W. Yelverton*** |
9,312 |
69,634 |
19,088 |
|
All directors and executive officers |
47,213 |
1,940,039 |
294,408 |
|
Entergy Corporation |
Entergy Corporation |
||
|
Amount and Nature of |
|||
|
Beneficial Ownership(a) |
|||
|
Sole Voting |
|||
|
and |
Other |
||
|
Investment |
Beneficial |
||
|
Name |
Power |
Ownership(d) |
|
|
Entergy Technology Holding Company |
|||
|
Joseph T. Henderson** |
307 |
32,100 |
16,809 |
|
Donald C. Hintz*** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
35,949 |
1,868,106 |
291,973 |
|
Entergy Thermal-UNO LLC |
|||
|
John E. Carlson* |
262 |
1,866 |
- |
|
Douglas Castleberry* |
3,063 |
4,000 |
- |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Tom D. Reagan*** |
4,805 |
18,233 |
39 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
41,016 |
1,888,205 |
292,012 |
|
Entergy Ventures Holding Company, Inc. |
|||
|
Joan Dobrzynski* |
- |
- |
- |
|
David C. Harlan*** |
6,041 |
34,833 |
14,820 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder*** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
38,927 |
1,898,939 |
306,793 |
|
EWO Marketing Holding LLC |
|||
|
Leo P. Denault** |
563 |
43,699 |
4,635 |
|
Donald C. Hintz** |
4,055 |
549,499 |
52,192 |
|
J. Wayne Leonard** |
13,065 |
916,200 |
496 |
|
Michael G. Thompson** |
2,917 |
102,759 |
84,065 |
|
C. John Wilder** |
798 |
163,524 |
119,673 |
|
All directors and executive officers |
26,188 |
1,811,371 |
262,057 |
* Director of the respective Company
** Named Executive Officer of the respective Company
*** Director and Named Executive Officer of the respective Company
Item 6. Part III (c) - Contracts and Transactions with System Companies
During 2002, T. Baker Smith & Son, Inc. performed land-surveying services for, and received payments of approximately $287,000 from Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is Chairman of the Board 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
Gerritt L. Ewing, Jr., a Vice President of Entergy Global Trading Holdings Ltd. and Entergy Power Holdings USA Corporation, currently owes the company an amount up to $123,097 in relation to tax equalization payments made as a result of his service for Entergy in the UK for the years 2000 and 2001. A zero interest rate is being charged. The settlement of the matter is under discussion by the parties.
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 2002 |
||||
|
|
Name or |
|
Account(s) Charged |
|
|
ENTERGY |
||||
|
CORPORATION |
Democratic National Committee |
Building Fund |
Donations |
$ 65,250 |
|
Republican National Committee |
Building Fund |
Donations |
70,000 |
|
|
Total |
$135,250 |
|||
|
* 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 2002 |
||||
|
|
Name or |
|
Account(s) Charged |
|
|
ENTERGY |
||||
|
CORPORATION |
Chambers of Commerce |
Civic Activity |
Donations |
$50,000 |
|
New York League of Conservation Voters |
Civic Activity |
Donations |
10,000 |
|
|
Four Other Items |
Civic Activity, Education, Community Welfare |
Donations |
3,050 |
|
|
Total |
$63,050 |
|||
|
ENTERGY |
||||
|
ARKANSAS |
Chambers of Commerce |
Civic Activity |
Donations |
$249,025 |
|
Fifty for the Future |
Civic Activity |
Donations |
10,000 |
|
|
NAACP |
Civic Activity |
Donations |
14,500 |
|
|
Six Other Items |
Civic Activity |
Donations |
8,500 |
|
|
Total |
$282,025 |
|||
|
(2) CALENDAR YEAR 2002 |
||||
|
|
Name or |
|
Account(s) Charged |
|
|
ENTERGY |
||||
|
GULF STATES |
Chambers of Commerce |
Civic Activity |
Donations |
$14,000 |
|
Total |
$14,000 |
|||
|
|
||||
|
ENTERGY |
||||
|
LOUISIANA |
Chambers of Commerce |
Civic Activity |
Donations |
$21,803 |
|
Public Affairs Research Council of Louisiana |
Civic Activity |
Donations |
33,333 |
|
|
NAACP |
Civic Activity |
Donations |
15,000 |
|
|
Six Other Items |
Civic Activity |
Donations |
8,250 |
|
|
Total |
$78,386 |
|||
|
ENTERGY |
||||
|
MISSISSIPPI |
Chambers of Commerce |
Civic Activity |
Donations |
$147,180 |
|
NAACP |
Civic Activity |
Donations |
20,100 |
|
|
Business Institute for Political Analysis |
Civic Activity |
Donations |
10,000 |
|
|
Business and Industry Political Education Committee |
Civic Activity |
Donations |
10,000 |
|
|
Congressional Black Caucus |
Civic Activity |
Donations |
5,000 |
|
|
Six Other Items |
Civic Activity |
Donations |
9,500 |
|
|
Total |
$201,780 |
|||
|
ENTERGY |
||||
|
NEW ORLEANS |
Chambers of Commerce |
Civic Activity |
Donations |
$140,319 |
|
American Association of Blacks in Energy |
Civic Activity |
Donations |
20,000 |
|
|
Committee for a Better New Orleans |
Civic Activity |
Donations |
12,500 |
|
|
NAACP |
Civic Activity |
Donations |
10,000 |
|
|
Total |
$182,819 |
|||
|
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
|
||||||
|
(Part I) |
|
|||||
|
|
|
|
|
|
In Effect |
|
|
Fuel Purchases |
System Fuels |
Entergy Arkansas |
$ |
2,493,240 |
1/12/73 |
Yes |
|
Fuel Purchases |
System Fuels |
Entergy Louisiana |
$ |
3,862,592 |
1/12/73 |
Yes |
|
Fuel Purchases |
System Fuels |
Entergy Mississippi |
$ |
4,009,422 |
1/12/73 |
Yes |
|
Fuel Purchases |
System Fuels |
Entergy New Orleans |
$ |
532,609 |
1/12/73 |
Yes |
|
Certain materials & services required for fabrication of Nuclear Fuel |
System Fuels |
Entergy Arkansas |
$ |
52,734,883 |
6/15/78 |
Yes |
|
Certain materials & services required for fabrication of Nuclear Fuel |
System Fuels |
System Energy |
$ |
32,666,608 |
6/15/78 |
Yes |
|
Miscellaneous Spare Parts Inventory |
Entergy Arkansas |
Entergy Gulf States |
$ |
667,733 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Arkansas |
Entergy Louisiana |
$ |
7,721,294 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Arkansas |
Entergy Mississippi |
$ |
4,761,066 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Arkansas |
Entergy New Orleans |
$ |
26,175 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Gulf States |
Entergy Arkansas |
$ |
195,257 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Gulf States |
Entergy Louisiana |
$ |
991,020 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Gulf States |
Entergy Mississippi |
$ |
70,210 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Gulf States |
Entergy New Orleans |
$ |
23,741 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Louisiana |
Entergy Arkansas |
$ |
1,397,217 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Louisiana |
Entergy Gulf States |
$ |
23,927,662 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Louisiana |
Entergy Mississippi |
$ |
3,596,223 |
N/A |
N/A |
|
(Part I) |
|
|
|
|
In Effect |
|
|
Miscellaneous Spare Parts Inventory |
Entergy Louisiana |
Entergy New Orleans |
$ |
10,653,589 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Mississippi |
Entergy Arkansas |
$ |
117,857 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Mississippi |
Entergy Gulf States |
$ |
286,920 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Mississippi |
Entergy Louisiana |
$ |
368,920 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy Mississippi |
Entergy New Orleans |
$ |
3,634 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy New Orleans |
Entergy Arkansas |
$ |
3,704 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy New Orleans |
Entergy Gulf States |
$ |
164,517 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy New Orleans |
Entergy Louisiana |
$ |
245,158 |
N/A |
N/A |
|
Miscellaneous Spare Parts Inventory |
Entergy New Orleans |
Entergy Mississippi |
$ |
477 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy Solutions Management Services LLC |
Entergy Solutions Ltd |
$ |
1,405,546 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy Solutions Management Services LLC |
Entergy Solutions Select Ltd |
$ |
2,375,897 |
N/A |
N/A |
|
Energy-related services |
Entergy Solutions Supply Ltd |
Entergy Solution Ltd |
$ |
172,756 |
N/A |
N/A |
|
Energy-related services |
Entergy Solutions Supply Ltd |
Entergy Solutions Select Ltd |
$ |
2,603,158 |
N/A |
N/A |
|
Energy-related services |
Entergy-Koch Trading LP |
EWO Marketing LP |
$ |
843,591 |
N/A |
N/A |
|
(Part I) |
|
|
|
|
In Effect |
|
|
Administrative services and other support services |
Entergy Nuclear Operations, Inc. |
TLG Services, Inc. |
$ |
1,199,853 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy Nuclear, Inc. |
TLG Services, Inc. |
$ |
784,232 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy-Koch LP |
EWO Marketing LP |
$ |
1,900,315 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy-Koch LP |
Entergy-Koch Trading LP |
$ |
2,966,033 |
N/A |
N/A |
|
Administrative services and other support services |
Entergy-Koch LP |
Entergy-Koch Trading Ltd (UK) |
$ |
142,305 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear, Inc. |
Entergy Nuclear Generation Corp. |
$ |
1,233,951 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear, Inc. |
Entergy Nuclear Vermont Yankee, LLC |
$ |
18,758,389 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Fuels Company |
Entergy Nuclear Generation Corp. |
$ |
50,608 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Fuels Company |
Entergy Nuclear Vermont Yankee, LLC |
$ |
7,220 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Fuels Company |
Entergy Nuclear Indian Point 3 LLC |
$ |
50,608 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Fuels Company |
Entergy Nuclear Fitzpatrick LLC |
$ |
50,608 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Fuels Company |
Entergy Nuclear Indian Point 2 |
$ |
50,608 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear, Inc. |
$ |
10,562,077 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear Generation Corp. |
$ |
90,608,447 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear Indian Point 3 LLC |
$ |
105,815,075 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear Fitzpatrick LLC |
$ |
108,315,836 |
N/A |
N/A |
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear Indian Point 2 LLC |
$ |
111,413,757 |
N/A |
N/A |
|
(Part I) |
|
|||||
|
|
|
|
|
|
In Effect |
|
|
O&M related services |
Entergy Nuclear Operations, Inc. |
Entergy Nuclear Vermont Yankee LLC |
$ |
28,327,484 |
N/A |
N/A |
|
O&M related services |
Entergy Operations Services, Inc. |
Entergy Shaw LLC |
$ |
96,693 |
N/A |
N/A |
|
O&M related services |
Entergy Power Operations U.S., Inc. |
Warren Power LLC |
$ |
1,099,845 |
N/A |
N/A |
|
O&M related services |
Entergy Power Operations U.S., Inc. |
Entergy Power Ventures LP |
$ |
51,476 |
N/A |
N/A |
|
O&M related services |
EN Services LP |
Crete Energy Ventures LLC |
$ |
470,574 |
N/A |
N/A |
|
O&M related services |
EN Services LP |
Entergy Power Ventures LP |
$ |
200,000 |
N/A |
N/A |
|
O&M related services |
Entergy Shaw LLC |
Entergy Power Ventures LP |
$ |
4,699,127 |
N/A |
N/A |
|
O&M related services |
Entergy Shaw LLC |
Crete Energy Ventures LLC |
$ |
28,276,261 |
N/A |
N/A |
|
O&M related services |
Entergy Shaw LLC |
Entergy Power Ventures LLC |
$ |
30,651,352 |
N/A |
N/A |
|
Sale of computers and related equipment and office furniture |
Entergy Enterprises, Inc. |
Entergy Services, Inc. |
$ |
574,546 |
N/A |
N/A |
|
Sale of computers and related equipment and office furniture |
Entergy Enterprises, Inc. |
Entergy-Koch Trading Ltd (UK) |
$ |
279,246 |
N/A |
N/A |
|
Sale of computers and related equipment and office furniture |
Entergy Enterprises, Inc. |
Entergy Thermal LLC |
$ |
3,235 |
N/A |
N/A |
|
(Part I) |
|
|
|
|
In Effect |
|
|
Capacity Use of and Service of Local Fiber |
ETC |
Entergy Arkansas |
$ |
242,004 |
5-01-97 |
Yes |
|
Capacity Use of and Service of Local Fiber |
ETC |
Entergy Louisiana |
$ |
460,960 |
5-01-97 |
Yes |
|
Capacity Use of and Service of Local Fiber |
ETC |
Entergy Mississippi |
$ |
622,134 |
5-01-97 |
Yes |
|
Capacity Use of and Service of Local Fiber |
ETC |
Entergy Gulf States |
$ |
628,739 |
5-01-97 |
Yes |
|
Construction and Service of Local Fiber |
ETC |
Entergy Services |
$ |
1,044,008 |
1-01-97 |
Yes |
ITEM 8. Part II
Reference is made to information under Item 6, Part III (c).
Pantellos Corporation, an exempt telecommunications company, provides basic procurement functions used by Entergy Services for obtaining goods and services. The total amount paid in 2002 by Entergy Services to Pantellos Corporation was $1,296,138.
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 2002 was $3,401,584.
ITEM 9. EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I
(a) 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, 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 (formerly owned by Entergy).
Entergy Corporation, through Entergy Asset Management, Inc. (EAM), holds Entergy's interests in certain domestic EWGs. At December 31, 2002, EAM's investments included (a) a 100% indirect interest in Warren Power, LLC (Warren), an EWG which owns and operates a 300 MV gas-fired peaking facility located in Warren County, Mississippi; (b) a 50% interest in Crete Energy Ventures, LLC (Crete), owned jointly with DTE Energy, which owns and operates a 320 MW gas-fired plant located in Crete, Illinois; and (c) Entergy Power Ventures, L.P. (EPV), a wholly-owned subsidiary which is developing a 550 MW gas-fired plant under construction in Marshall, Texas in which Entergy Power Ventures, L.P. owns a 70% interest with 30% owned by a Texas cooperative. At December 31, 2002, Entergy's aggregate investment in the Warren, Crete and EPV projects was approximately $153.7 million, $77.5 million, and $190.5 million, respectively.
At December 31, 2002, Entergy Corporation, through its subsidiaries EPDC, Sabinas Power Company BV, and Entergy Power Holdings Maritza BV (each of which is a FUCO under the Energy Act), held a 51% interest in Maritza East III Power Company AD (Maritza East III), a FUCO owned jointly with NEK (the state-owned utility in Bulgaria). Maritza East III will own and refurbish the Maritza East III power generating facility, a four unit lignite coal plant located in south central Bulgaria (the "Plant"). EPDC also owns an indirect interest in Maritza East 3 Operating Company AD, which will operate and maintain the Plant. At December 31, 2002, Entergy's aggregate investment in the Maritza project totaled $19.9 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, 2002, Entergy's aggregate investment in ENGC was approximately $109.5 million.
In November 2000, Entergy Corporation, through its wholly owned EWG subsidiaries, Entergy Nuclear Holding Company #1, Entergy Nuclear New York Investment Company I, Entergy Nuclear New York Investment Company II, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Fitzpatrick, LLC, acquired from the New York Power Authority the 980 MW Indian Point 3 and the 825 MW James A. Fitzpatrick nuclear power plants. The Indian Point 3 plant is located in Westchester County, New York, and the James A Fitzpatrick plant is located in Oswego County, New York. At December 31, 2002, Entergy's aggregate investment in Entergy Nuclear Holding Company #1, Entergy Nuclear Indian Point 3, LLC and Entergy Nuclear Fitzpatrick, LLC was approximately $174.1 million, $57.9 million, and $87.7 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 (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, 2002, Entergy's aggregate investment in Entergy Nuclear Indian Point 2, LLC was $452.2 million.
In July 2002, Entergy Corporation, through its wholly owned subsidiaries, Entergy Nuclear Holding Company, Entergy Nuclear Holding Company #3, Entergy Nuclear Vermont Investment Company, and Entergy Nuclear Vermont Yankee, LLC (EWG) acquired from Vermont Yankee Nuclear Power Corporation the 540 MW Vermont Yankee nuclear power plant. The Vermont Yankee plant is located in Vernon, Vermont. At December 31, 2002, Entergy's aggregate investment in Entergy Nuclear Vermont Yankee, LLC was $305.0 million.
In December 2002, Entergy Corporation, through its wholly owned subsidiaries, EWO Wind II, LLC and EWO Wind, 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, 2002, Entergy's aggregate investment in Northern Iowa Windpower LLC was approximately $163.6 million.
On December 20, 2001, Entergy Corporation issued a guaranty to Royal Bank of Canada guaranteeing the obligations of EWO Wind, LLC under a Loan Agreement, the proceeds of which were used to provide funding for EWO Wind's acquisition of Northern Iowa Windpower, LLC, an EWG. As of December 31, 2002, total indebtedness outstanding under the Loan Agreement was $79,029,200.
On September 6, 2001, Entergy International Holdings, Ltd, LLC, (EIHL) entered into a guaranty agreement with Consolidated Edison Company (ConEd) for the benefit of Entergy Nuclear Indian Point 2, LLC (ENIP2), guaranteeing certain obligations of ENIP2 to ConEd under a November 9, 2000 Purchase and Sale Agreement and ancillary agreements relating to the sale of the Indian Point 2 power plant. The guaranty is subject to a $10 million limit of liability.
On May 1, 2001, EIHL entered into a guaranty agreement with American Nuclear Insurers (as amended by letter dated May 6, 2002) for the benefit of ENIP2, Entergy Nuclear Indian Point 3, LLC (ENIP3), Entergy Nuclear Fitzpatrick, LLC (EN Fitzpatrick), and Entergy Nuclear Vermont Yankee, LLC (ENVY) which guarantees payment of the retrospective premium obligations of ENIP2, ENIP3, EN Fitzpatrick and ENVY.
On March 14, 2002, Entergy Corporation entered into a guaranty agreement for the benefit of ENIP2, pursuant to which it agreed to guarantee the reimbursement obligations of ENIP2 in connection with a $15,000 surety bond issued by Safeco Insurance Company to secure ENIP2's obligations under a Special Use Permit issued by the Town of Woodbury, N.Y.
On April 30, 2002, Entergy Corporation issued a guaranty to Constellation Power Source, Inc. for the benefit of Entergy Nuclear Generation Corporation (ENGC), guaranteeing the obligations of ENGC under an October 20, 2000 Master Power Purchase Agreement. The guaranty is subject to a $25 million aggregate limit of liability.
On April 16, 1999 Entergy Corporation and ENGC issued a joint letter to the Attorney General of the State of Massachusetts committing (a) to maintain the decommissioning trust established for the Pilgrim Power Plant in accordance with NRC regulations and (b) to use the balance of any funds available to ENGC under an Inter-Company Credit Agreement between Entergy International Limited, LLC (EIL) and ENGC for decommissioning purposes.
On August 22, 2000, Entergy Corporation entered into a guaranty agreement for the benefit of ENGC, pursuant to which it agreed to guarantee the reimbursement obligations of ENGC in connection with the issuance of a $300,000 worker's compensation bond for ENGC at the Pilgrim Power Plant.
On September 18, 2002, Entergy Corporation entered into a guaranty agreement with General Electric Company (GE) for the benefit of Entergy Mississippi Turbine Company (EMTC), a subsidiary of a FUCO, guaranteeing the obligations of EMTC to GE under certain equipment supply contracts. This guaranty is subject to $7,553,634 aggregate limit of liability.
On July 31, 2002, Entergy Corporation issued a 'commitment letter' to Vermont Yankee Nuclear Power Corporation for the benefit of ENVY, committing that it would cause Entergy's wholly owned subsidiaries, EIHL and Entergy Global Investments, Inc. (EGI) to perform their respective obligations under the terms of certain credit agreements between EIHL and ENVY ($35 million "financial assurances" credit agreement) and between EGI and ENVY ($35 million "working capital" credit agreement), up to an aggregate amount of $60 million for both credit agreements. In addition, pursuant to the terms of the commitment letter, if the amount available under the EGI working capital credit agreement is less than $25 million or the amount available under the EIHL financial assurances credit agreement is less than $35 million at the time that the Vermont Yankee Power Station permanently ceases operations, Entergy Corporation commits to make additional credit available to ENVY up to the full amount of the deficiency.
On September 27, 2002 Entergy Corporation issued a guaranty to Constellation Power Source, Inc. for the benefit of EN Fitzpatrick, guaranteeing the obligations of EN Fitzpatrick under an ISDA transaction involving a "fixed for floating" financial swap intended to hedge a portion of the electrical output of EN Fitzpatrick's sale of power from the Fitzpatrick Power Plant. The guaranty is subject to a $30 million limit of liability.
On November 12, 2002, Entergy Corporation issued a guaranty to Central Hudson Gas & Electric Corporation (Central Hudson) for the benefit of ENIP3, guaranteeing the obligations of ENIP3 to Central Hudson pursuant to a Master Power Purchase Agreement, also dated as of November 12, 2002. The guaranty is subject to a $15 million limit of liability.
On November 12, 2002, Entergy Corporation issued a guaranty to Central Hudson for the benefit of ENIP2, guaranteeing the obligations of ENIP2 to Central Hudson, pursuant to a Master Power Purchase Agreement, also dated as of November 12, 2002. The guaranty is subject to a $15 million limit of liability.
On December 20, 2002, Entergy Corporation issued a guaranty to Entergy-Koch Trading, LP (EKT) for the benefit of EWO Wind, LLC (EWO Wind), the owner of an EWG, guaranteeing the obligations of EWO Wind to EKT in connection with transactions relating to electric power, weather derivatives and other energy commodities. The Guaranty is subject to a $1.2 million limit of liability.
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 the letter of credit issued under the Reimbursement Agreement among ENHC1, Entergy Corporation, certain other Entergy subsidiaries, and various banks. The letter of credit supports debt repayment obligations of Entergy Nuclear Fitzpatrick and ENIP3. At December 31, 2002, 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 issued under a Reimbursement Agreement among EIL, Entergy Corporation, and Barclays Bank PLC. This letter of credit also supports Entergy Nuclear Fitzpatrick's and ENIP3's debt repayment obligation. At December 31, 2002, the underlying guaranteed obligations of EIL were fully cash collateralized, so that Entergy had no net exposure under such guarantee.
On March 31, 2001, Entergy Power Marketing Corporation had entered into a guarantee agreement with the New York Power Authority for FitzPatrick and Indian Point 3 guaranteeing certain contractual obligations of Entergy Nuclear Fitzpatrick and ENIP3 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 Industries, Inc.
In 2001, Entergy Corporation 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. At December 31, 2002, Entergy estimates that its exposure under this guarantee was approximately $43.2 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, 2002 for the business address of such EWG or FUCO. See "Item 1 - System Companies and Investments Therein as of December 31, 2002" for information concerning the System companies owning interests in such EWGs and FUCOs and the nature of the interest held.
ITEM 9. 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 Ended December 31, 2002 |
S-2 |
|
*Consolidating Statement of Cash Flows for the Year Ended December 31, 2002 |
S-9 |
|
*Consolidating Balance Sheet as of December 31, 2002 |
S-16 |
|
*Consolidating Statement of Retained Earnings for the Year Ended December 31, 2002 |
S-30 |
|
Entergy Gulf States Corporation and Subsidiaries: |
|
|
*Consolidating Statement of Income (Loss) for the Year Ended December 31, 2002 |
S-37 |
|
*Consolidating Statement of Cash Flows for the Year Ended December 31, 2002 |
S-38 |
|
*Consolidating Balance Sheet as of December 31, 2002 |
S-39 |
|
*Consolidating Statement of Retained Earnings for the Year Ended December 31, 2002 |
S-41 |
|
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, 2002 and 2001 |
S-42 |
|
*Statements of Cash Flows, Years Ended |
|
|
November 30, 2002 and 2001 |
S-43 |
|
*Balance Sheets, November 30, 2002 and 2001 |
S-44 |
|
*Notes to Financial Statements, November 30, 2002 and 2001 |
S-45 |
* Letter, dated April 30, 2003, 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 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, in File No. 1-11299 and included in such Form 10-K).
ENTERGY ARKANSAS
Independent Auditors' Report and Notes to Respective Financial Statements of Entergy Arkansas (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements" contained in Entergy Arkansas' 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, in File No. 1-10764 and included in such Form 10-K).
ENTERGY GULF STATES
Independent Auditors' Report and Notes to Respective Financial Statements of Entergy Gulf States (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements" contained in Entergy Gulf States' 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, in File No. 1-27031 and included in such Form 10-K).
ENTERGY LOUISIANA
Independent Auditors' Report and Notes to Respective Financial Statements of Entergy Louisiana (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements" contained in Entergy Louisiana's 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, in File No. 1-8474 and included in such Form 10-K).
ENTERGY MISSISSIPPI
Independent Auditors' Report and Notes to Respective Financial Statements of Entergy Mississippi (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements," contained in Entergy Mississippi's 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, in File No. 1-31508).
Financial Statement Schedules of Entergy Mississippi (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2002, in File No. 1-31508 and included in such Form 10-K).
ENTERGY NEW ORLEANS
Independent Auditors' Report and Notes to Respective Financial Statements of Entergy New Orleans (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements," contained in Entergy New Orleans' 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, in File No. 0-5807 and included in such Form 10-K).
SYSTEM ENERGY
Independent Auditors' Report and Notes to Respective Financial Statements of System Energy (Reference is made to information under the headings "Independent Auditors' Report" and "Notes to Respective Financial Statements," contained in System Energy's 2002 Financial Statements included in the Form 10-K for the year ended December 31, 2002, 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, 2002, 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, 2002 (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, 2002 (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, 2002 (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, 2002 (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, 2002 (Incorporated herein by reference from File No. 1-31508).
A-6 Entergy New Orleans' Annual Report on Form 10-K for the year ended December 31, 2002 (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, 2002 (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(a) to Form U5S for the year ended December 31, 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(a) to Form U5S for the year ended December 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 (B-35(a) to Form U5S for the year ended December 31, 2001).
*B-35(b) Memorandum of Association, as of April 30, 1998 and currently in effect.
EWO MARKETING HOLDING, LLC
B-36(a) Amended and Restated Limited Liability Company Agreement of EWO Marketing Holding, LLC, as executed March 19, 2001 (B-36(a) to Form U5S for the year ended December 31, 2001).
ENTERGY PTB HOLDING COMPANY
B-37(a) Certificate of Incorporation of Entergy PTB Holding Company, as executed March 1, 2001 (B-37(a) to Form U5S for the year ended December 31, 2001).
B-37(b) By-Laws of Entergy PTB Holding Company, as of February 28, 2001 and currently in effect (B-37(b) to Form U5S for the year ended December 31, 2001).
ENTERGY THERMAL-UNO, LLC
B-38(a) Limited Liability Company Agreement of Entergy Thermal-UNO, LLC, as executed July 16, 2001 (B-38(a) to Form U5S for the year ended December 31, 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(a) to Form U5S for the year ended December 31, 2001).
B-39(b) By-laws of Entergy Nuclear Finance Holding Company, as of August 17, 2001 and currently in effect (B-39(b) to Form U5S for the year ended December 31, 2001).
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) Credit Agreement, dated as of May 16, 2002, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., The Bank of New York, Barclays Bank PLC, Mizuho Corporate Bank Limited, BNP Paribas, Bayerische Hypo-und Vereinsbank AG (New York Branch), J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Societe Generale, Wachovia Bank (National Association), Bank One, NA, Mellon Bank, N.A., The Bank of Nova Scotia, Morgan Stanley Bank, Union Bank of California, N.A., Deutsche Bank AG New York Branch, KBC Bank N.V., Lehman Commercial Paper Inc., Regions Bank, and Westdeutsche Landesbank Girozentrale), and Citibank, N.A., as Agent (4(a) to Form 10-Q for the quarter ended June 30, 2002 in 1-11299).
C-1(c) Assumption Agreement, dated July 15, 2002, among Entergy Corporation, CO Bank, ACB, (as Additional Lender), and Citibank N.A., (as Administrative Agent) (4(b) to Form 10-Q for the quarter ended June 30, 2002 in 1-11299).
C-1(d) Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (4(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).
C-1(e) Officer' Certificate for Entergy Corporation (4(a)5 to Form 10-K for the year ended December 31, 2002 in 1-11299).
ENTERGY ARKANSAS
C-2(a) Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by fifty-eight 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); 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); C-2(a) to Form U5S for the year ended December 31, 2001 (Fifty-seventh); and 4(c)1 to Form 10-K for the year ended December 31, 2002 (Fifty-eighth)).
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 nineteen 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); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); and A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth)).
ENTERGY NEW ORLEANS
C-5(a) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by ten 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); C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth); and 4(b) to Form 10-Q for the quarter ended September 30, 2002 in 0-5807 (Tenth)).
SYSTEM ENERGY
C-6(a) Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-two 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); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); and A-2(a) to Rule 24 Certificate dated October 4, 2002 in 70-9753 (Twenty-second)).
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); A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth); A-2(b) to Rule 24 Certificate dated November 18, 2002 in 70-9751 (Sixty-first); and A-2(c) to Rule 24 Certificate dated December 6, 2002 in 70-9751 (Sixty-second)).
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 2002; Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2002; Entergy Gulf States Preferred Stock Redeemed During 2002; Entergy Gulf States Long-Term Debt Retired During 2002; Entergy Louisiana Preferred Stock Redeemed During 2002; Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2002; Entergy Mississippi Preferred Stock Redeemed During 2002; Entergy Mississippi Long-Term Debt, including First Mortgage Bonds, Retired During 2002; Entergy New Orleans Preferred Stock Redeemed During 2002; Entergy New Orleans General & Refunding Mortgage Bonds Retired During 2002; and System Energy Long-Term Debt, including First Mortgage Bonds Retired during 2002.
H See "Item 1 System Companies and Investments Therein as of December 31, 2002" for a copy of the organization chart of Entergy Corporation and its subsidiaries, showing the relationship of each EWG or foreign utility in which the system holds an interest to other system companies, dated December 31, 2002.
*I-1 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Power Development Corporation for the year ended December 31, 2002 (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, 2002 (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, 2002 (Exhibit I-3 is being filed pursuant to Rule 104.).
*I-4 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Nuclear Holding Company #1 for the year ended December 31, 2002 (Exhibit I-5 is being filed pursuant to Rule 104.).
*I-5 Independent Auditors' Report, Financial Statements and Notes to Financial Statements of Entergy Nuclear Holding Company #3 for the year ended December 31, 2002 (Exhibit I-6 is being filed pursuant to Rule 104.).
_______________________
* Exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the Securities and Exchange Commission, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference.
The Jackson Gas Light Company, Entergy Power & Light Company and The Light, Heat and Water Company of Jackson, Mississippi are inactive companies and copies of exhibits are not included for this reason. No exhibits pertaining to ARKCO are included. (See notes (4) and (5) to Item 1 of this Form.)
EXHIBIT F
ITEM 4. SUPPORTING SCHEDULES
|
Entergy Arkansas: Long-Term Debt Redeemed in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
Pope County Solid waste disposal 1990 |
8.000% |
11/01/2020 |
$20,000,000 |
$20,000,000 |
||
|
Pope County Solid waste disposal 1991 |
8.000% |
01/01/2021 |
$27,000,000 |
$27,000,000 |
||
|
First Mortgage Bonds |
8.750% |
03/01/2026 |
$85,000,000 |
$85,000,000 |
||
|
$132,000,000 |
$132,000,000 |
|||||
|
Entergy Arkansas: Long-Term Debt Retired in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
First Mortgage Bonds |
7.000% |
03/01/2002 |
$85,000,000 |
$85,000,000 |
||
|
Entergy Gulf States: Preferred Stock Redeemed in 2002 |
||||||
|
Series |
Dividend Rate |
Number of Shares |
Consideration |
|||
|
Adjustable Rate Series A |
7.00% |
4,546 |
$454,600 |
|||
|
Adjustable Rate Series B |
7.00% |
28,068 |
$1,403,400 |
|||
|
32,614 |
$1,858,000 |
|||||
|
Entergy Gulf States: Long-Term Debt Redeemed in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
FMB LIBOR Quarterly Rate |
LIBOR + 1.2% |
06/02/2003 |
$30,000,000 |
$30,000,000 |
||
|
FMB LIBOR Quarterly Rate |
LIBOR + 1.2% |
06/02/2003 |
$10,000,000 |
$10,000,000 |
||
|
First Mortgage Bonds |
6.750% |
03/01/2003 |
$6,000,000 |
$6,000,000 |
||
|
$46,000,000 |
$46,000,000 |
|||||
|
Entergy Gulf States: Long-Term Debt Retired in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
First Mortgage Bonds |
8.210% |
01/01/2002 |
$147,920,510 |
$147,920,510 |
||
|
Entergy Louisiana: Long-Term Debt Redeemed in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
First Mortgage Bonds |
8.750% |
03/01/2026 |
$115,000,000 |
$115,000,000 |
||
|
Entergy Louisiana: Long-Term Debt Retired in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
Waterford 3 Sale/Leaseback Principal payment |
$15,967,772 |
$15,967,772 |
||||
|
First Mortgage Bonds |
7.500% |
01/01/2002 |
$23,000,000 |
$23,000,000 |
||
|
First Mortgage Bonds |
5.800% |
03/01/2002 |
$75,000,000 |
$75,000,000 |
||
|
First Mortgage Bonds |
7.740% |
07/01/2002 |
$56,400,000 |
$56,400,000 |
||
|
First Mortgage Bonds |
7.500% |
11/01/2002 |
$15,259,000 |
$15,259,000 |
||
|
$185,626,772 |
$185,626,772 |
|||||
EXHIBIT F
ITEM 4. SUPPORTING SCHEDULES (continued)
|
Entergy Mississippi: Long-Term Debt Retired in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
General & Refunding Mortgage Bonds |
6.875% |
06/01/2002 |
$65,000,000 |
$65,000,000 |
||
|
Entergy New Orleans: Long-Term Debt Redeemed in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
First Mortgage Bonds |
7.000% |
03/01/2003 |
$25,000,000 |
$25,000,000 |
||
|
System Energy Resources: Long-Term Debt Retired in 2002 |
||||||
|
Series |
Interest Rate |
Maturity Date |
Principal Amount |
Consideration |
||
|
Grand Gulf Sale/Leaseback Principal payment |
$30,890,680 |
$30,890,680 |
||||
|
First Mortgage Bonds |
8.250% |
10/01/2002 |
$70,000,000 |
$70,000,000 |
||
|
$100,890,680 |
$100,890,680 |
|||||
* 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
Dated: April 30, 2003
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, 2002, of our reports dated February 21, 2003, which Entergy Corporation reports include an explanatory paragraph regarding the change in 2002 in the method of accounting for goodwill and intangible assets and the change in 2001 in the method of accounting for derivative instruments, appearing 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, 2002.
Deloitte and Touche LLP
New Orleans, Louisiana
April 30, 2003
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2002
(In Thousands, Except Share Data)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Operating Revenues:
Domestic electric $ 6,646,414 $ 1,661,188 $1,561,110 $ 2,141,873 $1,815,352
Natural gas 125,353 .... .... 42,006 ....
Competitive businesses 1,533,268 (1,421,156) .... .... ....
--------------------------------------------------------------
Total 8,305,035 240,032 1,561,110 2,183,879 1,815,352
--------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 2,154,596 (199,986) 294,244 692,901 436,568
Purchased power 832,334 810,435 355,211 368,140 438,627
Nuclear refueling outage expenses 105,592 (46,790) 24,387 12,190 11,502
Provision for turbine commitments, asset impairments and
restructuring charges 428,456 (365,693) .... .... ....
Other operation and maintenance 2,488,112 80,238 543,677 438,259 340,803
Decommissioning 30,458 .... .... 3,981 10,422
Taxes other than income taxes 380,462 (32,107) 38,127 120,295 60,698
Depreciation and amortization 839,181 (35,841) 187,525 204,202 182,871
Other regulatory charges (credits) - net (141,836) .... (184,270) (7,817) 17,219
--------------------------------------------------------------
Total 7,117,355 210,256 1,258,901 1,832,151 1,498,710
--------------------------------------------------------------
Operating Income 1,187,680 29,776 302,209 351,728 316,642
--------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 31,658 .... 7,324 11,011 5,195
Gain / (loss) on sale of assets 6,612 (1,216) .... 3,411 ....
Interest and dividend income 118,325 (44,281) 2,467 8,866 7,668
Equity in earnings of subsidiaries 183,878 445,489 .... .... ....
Miscellaneous - net 7,280 (32,117) (6,442) 150 (3,244)
--------------------------------------------------------------
Total 347,753 367,875 3,349 23,438 9,619
--------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 507,604 (63,811) 84,823 131,906 91,942
Other interest - net 116,519 (55,381) 13,287 5,497 2,425
Distributions on preferred securities of subsidiaries 18,838 .... 5,100 7,438 6,300
Allowance for borrowed funds used during
construction (24,538) .... (4,699) (9,750) (3,880)
--------------------------------------------------------------
Total 618,423 (119,192) 98,511 135,091 96,787
--------------------------------------------------------------
Income (Loss) Before Income Taxes 917,010 516,843 207,047 240,075 229,474
Income Taxes 293,938 (9,621) 71,404 65,997 84,765
--------------------------------------------------------------
Net Income (Loss) 623,072 526,464 135,643 174,078 144,709
Preferred Dividend Requirements and other 23,712 .... 7,776 4,888 6,714
--------------------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ 599,360 $ 526,464 $ 127,867 $ 169,190 $ 137,995
==============================================================
Earnings per average common share
Basic $2.69
Diluted $2.64
Dividends declared per common share $1.34
Average number of common shares outstanding
Basic 223,047,431
Diluted 227,303,103
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2002
(In Thousands, Except Share Data)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Operating Revenues:
Domestic electric $ 991,095 $ 424,527 $ 602,486 $ .... $ 20,063
Natural gas .... 83,347 .... .... ....
Competitive businesses .... .... .... .... ....
----------------------------------------------------------------
Total 991,095 507,874 602,486 .... 20,063
----------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 318,350 163,323 36,456 .... ....
Purchased power 315,963 158,191 .... .... ....
Nuclear refueling outage expenses .... .... 10,723 .... ....
Other operation and maintenance 170,052 98,511 98,264 38,028 19,650
Decommissioning .... .... 16,055 .... ....
Taxes other than income taxes 47,993 40,099 25,992 588 (155)
Depreciation and amortization 55,409 27,699 112,093 912 329
Other regulatory charges (credits) - net (23,438) 2,701 53,769 .... ....
----------------------------------------------------------------
Total 884,329 490,524 353,352 39,528 19,824
----------------------------------------------------------------
Operating Income 106,766 17,350 249,134 (39,528) 239
----------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 3,844 1,835 2,449 .... ....
Gain / (loss) on sale of assets .... 1,985 .... .... ....
Interest and dividend income 4,213 689 2,857 46,964 ..
Equity in earnings of subsidiaries .... .... .... 629,367 ....
Miscellaneous - net (2,572) (1,401) 826 (2,186) (390)
----------------------------------------------------------------
Total 5,485 3,108 6,132 674,145 (390)
----------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 42,580 18,011 73,891 640 ....
Other interest - net 2,884 4,939 2,748 27,669 (65)
Distributions on preferred securities of subsidiaries .... .... .... .... ....
Allowance for borrowed funds used during
construction (3,467) (1,840) (902) .... ....
----------------------------------------------------------------
Total 41,997 21,110 75,737 28,309 (65)
----------------------------------------------------------------
Income (Loss) Before Income Taxes 70,254 (652) 179,529 606,308 (86)
Income Taxes 17,846 (422) 76,177 6,948 (86)
----------------------------------------------------------------
Net Income (Loss) 52,408 (230) 103,352 599,360 ....
Preferred Dividend Requirements and other 3,369 965 .... .... ....
----------------------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ 49,039 $ (1,195) $ 103,352 $ 599,360 $ ....
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2002
(In Thousands, Except Share Data)
ENTERGY ENTERGY SYSTEM ENTERGY
POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Operating Revenues:
Domestic electric $ .... $ 649,664 $ 101,432 $ ....
Natural gas .... .... .... ....
Competitive businesses 33,908 .... .... 78,204
---------------------------------------------------
Total 33,908 649,664 101,432 78,204
---------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 10,021 .... 2,747 ....
Purchased power 6,637 .... .... ....
Nuclear refueling outage expenses .... .... .... ....
Provision for turbine commitments, asset impairments and
restructuring charges .... .... .... 62,763
Other operation and maintenance 14,945 607,770 96,286 102,105
Decommissioning .... .... .... ....
Taxes other than income taxes 446 13,446 551 275
Depreciation and amortization 3,849 23,981 348 4,122
Other regulatory charges (credits) - net .... .... .... ....
---------------------------------------------------
Total 35,898 645,197 99,932 169,265
---------------------------------------------------
Operating Income (1,990) 4,467 1,500 (91,061)
---------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction .... .... .... ....
Gain / (loss) on sale of assets .... .... .... ....
Interest and dividend income 98 .... 40 182
Equity in earnings of subsidiaries .... .... .... ....
Miscellaneous - net (33) (10,078) (2) 535
---------------------------------------------------
Total 65 (10,078) 38 717
---------------------------------------------------
Interest and Other Charges:
Interest on long-term debt .... .... .... ....
Other interest - net .... 406 1,348 ....
Distributions on preferred securities of subsidiaries .... .... .... ....
Allowance for borrowed funds used during
construction .... .... .... ....
---------------------------------------------------
Total .... 406 1,348 ....
---------------------------------------------------
Income (Loss) Before Income Taxes (1,925) (6,017) 190 (90,344)
Income Taxes (1,034) (6,017) 190 (31,451)
---------------------------------------------------
Net Income (Loss) (891) .... .... (58,893)
Preferred Dividend Requirements and other .... .... .... ....
---------------------------------------------------
Earnings (Loss) Applicable to Common Stock $ (891) $ .... $ .... $ (58,893)
===================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
OPERATING ACTIVITIES:
Net Income (Loss) $ 623,072 $ 526,464 $ 135,643 $ 174,078 $ 144,709
Noncash items included in net income
Reserve for regulatory adjustments 18,848 (7,701) .... 11,147 ....
Other regulatory charges (credits) - net (141,836) (1) (184,270) (7,818) 17,219
Depreciation, amortization and decommissioning 869,638 (35,841) 187,525 208,182 193,293
Deferred income taxes and investment tax credits (256,664) 267,557 54,955 (11,576) 39,849
Allowance for equity funds used during construction (31,658) 1 (7,324) (11,010) (5,195)
Gain on sale of assets - net (6,612) 1,218 .... (3,409) ....
Equity in undistributed earnings of subsidiaries (181,878) (447,489) .... .... ....
Provision for turbine commitments and asset impairments 428,456 (392,038) .... .... ....
Changes in working capital:
Receivables (43,957) 54,640 50,898 18,155 (68,936)
Fuel inventory 1,030 (1) (6,509) 4,617 ....
Accounts payable 286,230 (120,331) 39,077 83,428 7,370
Taxes accrued 462,956 104,187 (88,019) (54,690) 779,590
Interest accrued 7,209 (21,581) (2,772) (4,544) (3,971)
Deferred fuel 156,181 .... 59,849 65,556 (41,891)
Other working capital accounts (286,232) (395,252) (15,491) (19,551) (118,718)
Provision for estimated losses and reserves 10,533 (1,760) (9,952) 1,478 5,818
Common stock dividends received .... 618,400 .... .... ....
Changes in other regulatory assets 71,132 79,102 182,244 (51,490) (23,879)
Changes in other deferred credits .... 10,423 10,423 .... ....
Other 195,255 76,616 (48,856) 98,101 110,519
------------------------------------------------------------
Net cash flow provided by (used in) operating activities 2,181,703 316,613 357,421 500,654 1,035,777
------------------------------------------------------------
INVESTING ACTIVITIES:
Construction/capital expenditures (1,530,301) 390,066 (277,189) (355,334) (209,826)
Allowance for equity funds used during construction 31,658 (1) 7,324 11,010 5,195
Nuclear fuel purchases (250,309) (35,512) (68,127) (21,820) (50,473)
Proceeds from sale/leaseback of nuclear fuel 183,664 134,000 68,127 21,923 50,473
Investment in subsidiaries .... (256,212) .... .... ....
Proceeds from sale of assets and businesses 215,088 (215,088) .... .... ....
Investment in nonregulated/nonutility properties (216,956) 216,956 .... .... ....
Loans to affiliates .... .... .... .... ....
Decrease (increase) in other investments 38,964 (38,964) .... .... ....
Changes in other temporary investments - net 150,000 .... 38,397 44,643 6,152
Decommissioning trust contributions and
realized change in trust assets (84,914) 27,232 (17,970) (12,488) (13,854)
Other regulatory investments (39,390) .... .... (39,390) ....
Other 114,033 (109,493) .... .... ....
------------------------------------------------------------
Net cash flow provided by (used in) investing activities (1,388,463) 112,984 (249,438) (351,456) (212,333)
------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt 1,197,330 (40) 188,407 337,481 144,679
Common stock 130,061 (1,716) .... .... ....
Retirement of long-term debt (1,341,274) 481,806 (170,000) (194,057) (300,617)
Repurchase of common stock (118,499) (120,000) .... .... (120,000)
Redemption of preferred stock (1,858) .... .... (1,858) ....
Changes in short-term borrowings 244,333 .... (667) .... ....
Dividends paid:
Common stock (298,991) (618,400) (125,900) (91,200) (271,400)
Preferred stock (23,712) .... (7,776) (4,888) (6,714)
Change in advances from parent company .... 21,768 .... .... ....
Capital contributions returned to parent .... .... .... .... ....
Advances to subsidiaries .... (152,840) .... .... ....
Other .... .... .... .... ....
------------------------------------------------------------
Net cash flow provided by (used in) financing activities (212,610) (389,422) (115,936) 45,478 (554,052)
------------------------------------------------------------
Effect of exchange rates on cash and cash equivalents 3,125 (3,125) .... .... ....
------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 583,755 37,050 (7,953) 194,676 269,392
Cash and cash equivalents at beginning of year 751,573 (268,770) 103,466 123,728 42,408
------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,335,328 $ (231,720) $ 95,513 $ 318,404 $ 311,800
============================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
OPERATING ACTIVITIES: (unaudited)
Net Income (Loss) $ 52,408 $ (230) $ 103,352 $ 599,360 $ ....
Noncash items included in net income
Reserve for regulatory adjustments .... .... .... .... ....
Other regulatory charges (credits) - net (23,438) 2,701 53,769 .... ....
Depreciation, amortization and decommissioning 55,409 27,699 128,148 912 329
Deferred income taxes and investment tax credits (7,940) 6,729 (38,246) (4,803) (67)
Allowance for equity funds used during construction (3,844) (1,835) (2,449) .... ....
Gain on sale of assets - net .... (1,985) .... .... ....
Equity in undistributed earnings of subsidiaries .... .... .... (629,367) ....
Provision for turbine commitments and asset impairments .... .... .... .... ....
Changes in working capital:
Receivables (2,000) 10,540 5,719 1,430 954
Fuel inventory (828) (203) .... .... ....
Accounts payable 16,736 18,070 14,767 4,898 1,747
Taxes accrued (10,576) 1,999 (44,122) .... (561)
Interest accrued 2,027 (544) (4,568) .... ....
Deferred fuel 67,981 4,686 .... .... ....
Other working capital accounts (22,897) (4,971) (6,108) (480,711) 354
Provision for estimated losses and reserves 386 (3,348) 163 .... 414
Common stock dividends received .... .... .... 618,400 ....
Changes in other regulatory assets (6,028) (3,061) 52,448 .... ....
Other 39,472 15,896 (37,234) 68,981 729
-------------------------------------------------------------
Net cash flow provided by (used in) operating activities 156,868 72,143 225,639 179,100 3,899
-------------------------------------------------------------
INVESTING ACTIVITIES:
Construction/capital expenditures (157,532) (58,341) (40,306) (768) 149
Allowance for equity funds used during construction 3,844 1,835 2,449 .... ....
Nuclear fuel purchases .... .... (43,140) .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... 43,140 .... ....
Investment in subsidiaries .... .... .... (256,212) ....
Proceeds from sale of assets and businesses .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... .... ....
Loans to affiliates .... .... .... .... ....
Decrease (increase) in other investments .... .... .... .... ....
Changes in other temporary investments - net 18,566 14,859 22,354 4,782 247
Decommissioning trust contributions and
realized change in trust assets .... .... (13,370) .... ....
Other regulatory investments .... .... .... .... ....
Other .... .... .... 103 ....
-------------------------------------------------------------
Net cash flow provided by (used in) investing activities (135,122) (41,647) (28,873) (252,095) 396
-------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt 167,596 24,332 69,505 265,330 ....
Common stock .... .... .... 130,061 ....
Retirement of long-term debt (65,000) (25,000) (100,891) .... ....
Repurchase of common stock .... .... .... (118,499) ....
Redemption of preferred stock .... .... .... .... ....
Changes in short-term borrowings .... .... .... 245,000 ....
Dividends paid:
Common stock (27,300) (800) (101,800) (298,991) ....
Preferred stock (3,369) (965) .... .... ....
Change in advances from parent company .... .... .... .... ....
Capital contributions returned to parent .... .... .... .... ....
Advances to subsidiaries .... .... .... (152,840) ....
Other .... .... .... .... ....
-------------------------------------------------------------
Net cash flow provided by (used in) financing activities 71,927 (2,433) (133,186) 70,061 ....
-------------------------------------------------------------
Effect of exchange rates on cash and cash equivalents .... .... .... .... ....
-------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 93,673 28,063 63,580 (2,934) 4,295
Cash and cash equivalents at beginning of year 54,048 38,184 49,579 10,821 697
-------------------------------------------------------------
Cash and cash equivalents at end of year $ 147,721 $ 66,247 $ 113,159 $ 7,887 $ 4,992
=============================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY
OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Net Income (Loss) $ (891) $ .... $ .... $ (58,893)
Noncash items included in net income
Reserve for regulatory adjustments .... .... .... ....
Other regulatory charges (credits) - net .... .... .... ....
Depreciation, amortization and decommissioning 3,849 23,981 348 4,122
Deferred income taxes and investment tax credits (715) (19,757) (316) (7,220)
Allowance for equity funds used during construction .... .... .... ....
Gain on sale of assets - net .... .... .... ....
Equity in undistributed earnings of subsidiaries .... .... .... ....
Provision for turbine commitments and asset impairments .... .... .... 36,418
Changes in working capital:
Receivables 2,825 (51,309) 39,323 3,084
Fuel inventory (650) .... 4,602 ....
Accounts payable (2,326) 28,353 (53,630) 7,409
Taxes accrued 94 2,744 (288) (19,028)
Interest accrued .... .... .... ....
Deferred fuel .... .... .... ....
Other working capital accounts 167 1,116 (20,121) 5,447
Provision for estimated losses and reserves .... 12,143 .... 1,671
Common stock dividends received .... .... .... ....
Changes in other regulatory assets .... .... .... ....
Other (493) 19,528 2,082 3,146
------------------------------------------------
Net cash flow provided by (used in) operating activities 1,860 16,799 (28,000) (23,844)
------------------------------------------------
INVESTING ACTIVITIES:
Construction/capital expenditures (2,182) (33,355) .... (5,551)
Allowance for equity funds used during construction .... .... .... ....
Nuclear fuel purchases .... .... (102,261) ....
Proceeds from sale/leaseback of nuclear fuel .... .... 134,001 ....
Investment in subsidiaries .... .... .... ....
Proceeds from sale of assets and businesses .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... ....
Loans to affiliates .... .... .... ....
Decrease (increase) in other investments .... .... .... ....
Changes in other temporary investments - net .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets .... .... .... ....
Other regulatory investments .... .... .... ....
Other .. .... .... 4,437
------------------------------------------------
Net cash flow provided by (used in) investing activities (2,182) (33,355) 31,740 (1,114)
------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt .... (40) .... ....
Common stock .... .... .... (1,716)
Retirement of long-term debt (3,903) .... .... ....
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 260 .... .... 21,508
Capital contributions returned to parent .... .... .... ....
Advances to subsidiaries .... .... .... ....
Other .... .... .... ....
------------------------------------------------
Net cash flow provided by (used in) financing activities (3,643) (40) .... 19,792
------------------------------------------------
Effect of exchange rates on cash and cash equivalents .... .... .... ....
------------------------------------------------
Net increase (decrease) in cash and cash equivalents (3,965) (16,596) 3,740 (5,166)
Cash and cash equivalents at beginning of year 7,270 41,720 1,000 9,882
------------------------------------------------
Cash and cash equivalents at end of year $ 3,305 $ 25,124 $ 4,740 $ 4,716
================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Current Assets:
Cash and cash equivalents:
Cash $ 169,788 $ (48,231) $ 28,174 $ 25,591 $ 15,130
Temporary cash investments - at cost
which approximates market 1,165,260 (187,923) 67,339 292,813 296,670
Special deposits 280 4,434 .... .... ....
---------------------------------------------------------------
Total cash and cash equivalents 1,335,328 (231,720) 95,513 318,404 311,800
---------------------------------------------------------------
Notes receivable 2,078 544,191 .... .... ....
Accounts receivable:
Customer 323,215 (1,272) 67,674 81,879 95,009
Allowance for doubtful accounts (27,285) 800 (8,031) (5,893) (4,090)
Associated companies .... 363,335 32,352 21,356 30,722
Other 244,621 (83,450) 16,619 40,156 17,949
Accrued unbilled revenues 319,133 (1,031) 67,838 95,377 104,470
---------------------------------------------------------------
Total receivables 859,684 278,382 176,452 232,875 244,060
---------------------------------------------------------------
Deferred fuel costs 55,653 83,088 .... 100,564 ....
Accumulated deferred income taxes .... 119,024 5,061 1,681 4,400
Fuel inventory - at average cost 96,467 2,911 10,881 49,394 ....
Materials and supplies - at average cost 525,900 (190,279) 78,533 99,190 78,327
Deferred nuclear refueling outage costs 163,646 (112,105) 25,858 .... 10,017
Prepayments and other 166,827 53,189 8,335 47,206 117,720
---------------------------------------------------------------
Total 3,205,583 546,681 400,633 849,314 766,324
---------------------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity 824,209 7,029,434 11,215 .... 14,230
Decommissioning trust funds 2,069,198 (1,229,793) 334,631 240,735 125,054
Non-utility property - at cost (less accumulated depreciation) 297,294 (74,688) 1,460 192,975 21,489
Other 270,889 (248,908) 2,976 18,108 ....
---------------------------------------------------------------
Total 3,461,590 5,476,045 350,282 451,818 160,773
---------------------------------------------------------------
Property, Plant and Equipment:
Electric 26,789,538 (1,410,871) 5,644,477 7,895,009 5,557,776
Property under capital lease 746,624 .... 30,354 19,795 241,071
Natural gas 209,969 (57) .... 60,810 ....
Construction work in progress 1,232,891 (431,501) 132,792 306,209 147,122
Nuclear fuel under capital leases 259,433 (1) 88,101 41,447 50,893
Nuclear fuel 263,609 (239,135) 10,543 .... ....
---------------------------------------------------------------
Total 29,502,064 (2,081,565) 5,906,267 8,323,270 5,996,862
Less - Accumulated depreciation and amortization 12,307,112 (71,751) 2,722,342 3,885,559 2,651,336
---------------------------------------------------------------
Property, plant and equipment - net 17,194,952 (2,009,814) 3,183,925 4,437,711 3,345,526
---------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 844,105 31,317 111,748 452,887 157,642
Unamortized loss on reacquired debt 155,161 1 39,792 31,186 25,846
Other regulatory assets 738,328 (80,077) 130,689 226,555 119,359
Long-term receivables 24,703 .... .... 23,192 1,511
Goodwill 377,172 (377,172) .... .... ....
Other 946,375 (287,137) 39,899 35,194 26,007
---------------------------------------------------------------
Total 3,085,844 (713,068) 322,128 769,014 330,365
---------------------------------------------------------------
Total $ 26,947,969 $ 3,299,844 $4,256,968 $ 6,507,857 $ 4,602,988
===============================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Current Assets:
Cash and cash equivalents:
Cash $ 10,782 $ 11,175 $ 2,282 $ .... $ 340
Temporary cash investments - at cost
which approximates market 136,939 55,072 110,877 7,887 4,652
Special deposits .... .... .... .... ....
----------------------------------------------------------------
Total cash and cash equivalents 147,721 66,247 113,159 7,887 4,992
----------------------------------------------------------------
Notes receivable - associated companies .... .... .... 515,373 ....
Accounts receivable:
Customer 52,480 24,901 .... .... ....
Allowance for doubtful accounts (1,633) (4,774) .... .... ....
Associated companies 11,978 4,901 64,852 9,989 2,965
Other 6,434 10,133 1,377 46,383 ....
Accrued unbilled revenues 29,460 20,957 .... .... ....
----------------------------------------------------------------
Total receivables 98,719 56,118 66,229 56,372 2,965
----------------------------------------------------------------
Deferred fuel costs 38,177 .... .... .... ....
Accumulated deferred income taxes 7,822 1,230 .... .... 2,730
Fuel inventory - at average cost 5,652 3,284 .... .... ....
Materials and supplies - at average cost 18,650 7,785 51,492 .... ....
Deferred nuclear refueling outage costs .... .... 15,666 .... ....
Prepayments and other 18,777 4,689 1,319 .... 987
----------------------------------------------------------------
Total 335,518 139,353 247,865 579,632 11,674
----------------------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity 5,531 3,259 .... 7,819,408 ....
Decommissioning trust funds .... .... 138,985 .... ....
Non-utility property - at cost (less accumulated depreciation) 6,594 .... .... .... ....
Other - at cost (less accumulated depreciation) .... .... .... .... ....
----------------------------------------------------------------
Total 12,125 3,259 138,985 7,819,408 ....
----------------------------------------------------------------
Property, Plant and Equipment:
Electric 2,076,828 627,249 3,131,945 .... 12,049
Property under capital lease 175 .... 455,229 .... ....
Natural gas .... 149,102 .... .... ....
Construction work in progress 102,783 48,345 28,128 .... 924
Nuclear fuel under capital leases .... .... 78,991 .... ....
Nuclear fuel .... .... .... .... ....
----------------------------------------------------------------
Total 2,179,786 824,696 3,694,293 .... 12,973
Less - Accumulated depreciation and amortization 768,609 403,379 1,514,921 .... 11,638
----------------------------------------------------------------
Property, plant and equipment - net 1,411,177 421,317 2,179,372 .... 1,335
----------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 18,250 .... 134,895 .... ....
Unamortized loss on reacquired debt 12,756 556 45,026 .... ....
Other regulatory assets 23,668 13,904 144,076 .... ....
Long-term receivables .... .... .... .... ....
Goodwill .... .... .... .... ....
Other 18,878 4,855 11,191 475,797 ....
----------------------------------------------------------------
Total 73,552 19,315 335,188 475,797 ....
----------------------------------------------------------------
Total $ 1,832,372 $ 583,244 $2,901,410 $ 8,874,837 $ 13,009
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(In Thousands)
ENTERGY ENTERGY SYSTEM ENTERGY
ASSETS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Current Assets:
Cash and cash equivalents:
Cash $ 866 $ 25,124 $ 26 $ 2,067
Temporary cash investments - at cost
which approximates market 2,439 .... .... 2,649
Special deposits .... .... 4,714 ....
--------------------------------------------------
Total cash and cash equivalents 3,305 25,124 4,740 4,716
--------------------------------------------------
Notes receivable .... .... .... 30,896
Accounts receivable:
Customer .... .... .... ....
Allowance for doubtful accounts .... .... .... (2,064)
Associated companies 599 165,312 1,453 16,856
Other 1,658 20,160 .... 302
Accrued unbilled revenues .... .... .... ....
--------------------------------------------------
Total receivables 2,257 185,472 1,453 15,094
--------------------------------------------------
Deferred fuel costs .... .... .... ....
Accumulated deferred income taxes 5,774 56,407 .... 33,919
Fuel inventory - at average cost 1,516 .... 28,651 ....
Materials and supplies - at average cost 1,626 .... .... 18
Deferred nuclear refueling outage costs .... .... .... ....
Prepayments and other 1 925 19,799 258
--------------------------------------------------
Total 14,479 267,928 54,643 84,901
--------------------------------------------------
Other Property and Investments:
Investment in affiliates - at equity .... .... .... ....
Decommissioning trust funds .... .... .... ....
Non-utility property - at cost (less accumulated depreciation) .... .... .... 88
Other - at cost (less accumulated depreciation) .... .... .... 897
--------------------------------------------------
Total .... .... .... 985
--------------------------------------------------
Property, Plant and Equipment:
Electric 150,149 257,121 24,424 1,640
Property under capital lease .... .... .. ....
Natural gas .... .... .... ....
Construction work in progress 4,257 30,825 .. 5
Nuclear fuel under capital leases .... .... .... ....
Nuclear fuel .... .... 13,931 ....
--------------------------------------------------
Total 154,406 287,946 38,355 1,645
Less - Accumulated depreciation and amortization 95,220 158,170 24,421 (234)
--------------------------------------------------
Property, plant and equipment - net 59,186 129,776 13,934 1,879
--------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net .... .... .... ....
Unamortized loss on reacquired debt .... .... .... ....
Other regulatory assets .... .... .... ....
Long-term receivables .... .... .... ....
Goodwill .... .... .... ....
Other 964 40,914 107 5,432
--------------------------------------------------
Total 964 40,914 107 5,432
--------------------------------------------------
Total $ 74,629 $ 438,618 $ 68,684 $ 93,197
==================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(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 $ 1,191,320 $ (80,579) $ 255,000 $ 293,000 $ 296,366
Notes payable:
Associated companies .... 10,000 .... .... ....
Other 351 (351) .... .... ....
Accounts payable:
Associated companies .... 330,131 37,833 51,383 54,622
Other 855,446 (137,242) 121,148 205,796 119,416
Customer deposits 198,442 (342) 35,886 48,061 63,255
Taxes accrued 385,315 (224,945) 16,262 35,914 ....
Accumulated deferred income taxes 26,468 (20,926) .... .... ....
Nuclear refueling outage costs 14,244 .... .... 14,244 ....
Interest accrued 175,440 (9,536) 27,772 38,870 30,553
Deferred fuel cost .... 83,087 42,603 .... 25,602
Obligations under capital leases 153,822 .... 58,745 36,157 33,927
System Energy Refund .... 3,764 3,764 .... ....
Other 171,341 (92,342) 17,734 15,441 8,941
------------------------------------------------------------------
Total 3,172,189 (139,281) 616,747 738,866 632,682
------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and taxes accrued 4,250,800 356,085 821,829 1,310,028 1,695,570
Accumulated deferred investment tax credits 447,925 .... 78,231 156,401 106,539
SFAS 109 regulatory liability - net .... 31,318 .... .... ....
Obligations under capital leases 155,943 (9) 59,711 25,085 16,966
Other regulatory liabilities 185,579 .... .... 5,556 6,601
Decommissioning 1,565,997 (1,263,796) .... 148,728 ....
Transition to competition 79,098 .... .... 79,098 ....
Regulatory reserves 56,438 (11,700) .... 44,738 ....
Accumulated provisions 389,868 (132,991) 31,463 65,289 74,340
Other 1,145,232 (426,656) 117,847 93,397 95,504
------------------------------------------------------------------
Total 8,276,880 (1,447,749) 1,109,081 1,928,320 1,995,520
------------------------------------------------------------------
Long-term debt 7,086,999 (648,563) 1,125,000 1,959,288 830,188
Subsidiaries' preferred stock with sinking fund 24,327 .... .... 24,327 ....
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
248,174,087 shares 2,482 .... .... .... ....
Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900
Paid-in capital 4,666,753 2,264,913 591,127 1,157,459 ....
Capital stock expense and other .... (1,777) .... .... (1,718)
Retained earnings 3,938,693 1,093,871 638,193 449,929 6,916
Accumulated other comprehensive income (loss) (22,360) 15,084 .... 3,286 ....
Less - treasury stock at cost (25,752,410 shares in 2002) 747,331 120,000 .... .... 120,000
------------------------------------------------------------------
Total common shareholders' equity 7,838,237 5,869,774 1,346,140 1,772,056 1,074,598
------------------------------------------------------------------
Total $ 26,947,969 $ 3,299,844 $4,256,968 $6,507,857 $4,602,988
==================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(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 $ 255,000 $ .... $ 11,375 $ .... $ ....
Notes payable:
Associated companies .... .... .... .... ....
Other .... .... .... .... ....
Accounts payable:
Associated companies 50,973 23,228 4,851 2,937 1,381
Other 38,700 36,681 26,636 10,003 3,158
Customer deposits 33,264 17,634 .... .... ....
Taxes accrued 20,908 1,999 68,400 .... ....
Accumulated deferred income taxes .... .... 5,322 .... 220
Nuclear refueling outage costs .... .... .... .... ....
Interest accrued 19,694 6,488 42,527 .... ....
Deferred fuel cost .... 14,882 .... .... ....
Obligations under capital leases 39 .... 24,954 .... ....
System Energy Refund .... .... .... .... ....
Other 2,070 9,702 1,928 8,725 402
---------------------------------------------------------------
Total 420,648 110,614 185,993 21,665 5,161
---------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and taxes accrued 292,809 22,245 439,540 .... ....
Accumulated deferred investment tax credits 16,497 4,893 82,564 .... ....
SFAS 109 regulatory liability - net .... 31,318 .... .... ....
Obligations under capital leases 136 .... 54,036 .... ....
Other regulatory liabilities .... 1,311 172,111 .... ....
Decommissioning .... .... 153,473 .... ....
Transition to competition .... .... .... .... ....
Regulatory reserves .... .... .... .... ....
Accumulated provisions 8,013 2,454 868 .... 1,326
Other 51,670 32,776 31,927 152,935 5,522
---------------------------------------------------------------
Total 369,125 94,997 934,519 152,935 6,848
---------------------------------------------------------------
Long-term debt 510,104 229,191 888,665 862,000 ....
Subsidiaries' preferred stock with sinking fund .... .... .... .... ....
Subsidiaries' preferred stock without sinking fund .... .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... .... ....
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued
248,174,087 shares .... .... .... 2,482 ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid-in capital .... 36,294 .... 4,666,753 995
Capital stock expense and other (59) .... .... .... ....
Retained earnings 282,847 58,624 102,883 3,938,693 ....
Accumulated other comprehensive income (loss) .... .... .... (22,360) ....
Less - treasury stock at cost (25,752,410 shares in 2002) .... .... .... 747,331 ....
---------------------------------------------------------------
Total common shareholders' equity 532,495 148,442 892,233 7,838,237 1,000
---------------------------------------------------------------
Total $ 1,832,372 $ 583,244 $2,901,410 $ 8,874,837 $ 13,009
===============================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(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 1,980 80,373 222 20,348
Other 199 139,575 13,853 3,039
Customer deposits .... .... .... ....
Taxes accrued .... 16,084 437 366
Accumulated deferred income taxes .... .... .... ....
Nuclear refueling outage costs .... .... .... ....
Interest accrued .... .... .... ....
Deferred fuel cost .... .... .... ....
Obligations under capital leases .... .... .... ....
System Energy Refund .... .... .... ....
Other .... 8,651 .... 5,405
------------------------------------------------------
Total 12,179 244,683 14,512 29,158
------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and taxes accrued 16,610 .... 8,254 ....
Accumulated deferred investment tax credits .... 2,700 100 ....
SFAS 109 regulatory liability - net .... .... .... ....
Obligations under capital leases .... .... .... ....
Other regulatory liabilities .... .... .... ....
Decommissioning .... .... .... ....
Transition to competition .... .... .... ....
Regulatory reserves .... .... .... ....
Accumulated provisions .... 71,453 .... 1,671
Other .... 119,762 .... 17,236
------------------------------------------------------
Total 16,610 193,915 8,354 18,907
------------------------------------------------------
Long-term debt .... .... 34,000 ....
Subsidiaries' preferred stock with sinking fund .... .... .... ....
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... ....
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued
248,174,087 shares .... .... .... ....
Common stock of subsidiaries 55 20 20 57,400
Paid-in capital 88,379 .... .... 390,659
Capital stock expense and other .... .... .... ....
Retained earnings (42,594) .... .... (402,927)
Accumulated other comprehensive income (loss) .... .... 11,798 ....
Less - treasury stock at cost .... .... .... ....
------------------------------------------------------
Total common shareholders' equity 45,840 20 11,818 45,132
------------------------------------------------------
Total $ 74,629 $ 438,618 $ 68,684 $ 93,197
======================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
Retained Earnings, January 1, 2002 $ 3,638,448 $ 1,185,807 $ 636,226 $ 371,939 $140,321
Add:
Net Income (Loss) 623,072 526,464 135,643 174,078 144,709
Increase in Investment in subsidiary .... .... .... .... ....
----------------------------------------------------------------
Total 4,261,520 1,712,271 771,869 546,017 285,030
----------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 23,712 .... 7,776 4,888 6,714
Common stock 299,031 618,400 125,900 91,200 271,400
Capital stock and other expenses 84 .... .... .... ....
Return of capital to parent .... .... .... .... ....
----------------------------------------------------------------
Total 322,827 618,400 133,676 96,088 278,114
----------------------------------------------------------------
Retained Earnings, December 31, 2002 $ 3,938,693 $ 1,093,871 $ 638,193 $ 449,929 $ 6,916
================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
Retained Earnings, January 1, 2002 $ 261,108 $ 60,619 $ 101,331 $ 3,638,448 $ ....
Add:
Net Income (Loss) 52,408 (230) 103,352 599,360 ....
Increase in Investment in subsidiary .... .... .... .... ....
---------------------------------------------------------------------
Total 313,516 60,389 204,683 4,237,808 ....
---------------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 3,369 965 .... .... ....
Common stock 27,300 800 101,800 299,031 ....
Capital stock and other expenses .... .... .... 84 ....
Return of capital to parent .... .... .... .... ....
---------------------------------------------------------------------
Total 30,669 1,765 101,800 299,115 ....
---------------------------------------------------------------------
Retained Earnings, December 31, 2002 $ 282,847 $ 58,624 $ 102,883 $ 3,938,693 $ ....
=====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
ENTERGY ENTERGY SYSTEM ENTERGY
RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
Retained Earnings, January 1, 2002 $ (41,703) $ .... $ .... $ (344,034)
Add:
Net Income (Loss) (891) .... .... (58,893)
Increase in Investment in subsidiary .... .... .... ....
------------------------------------------------------
Total (42,594) .... .... (402,927)
------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock .... .... .... ....
Common stock .... .... .... ....
Capital stock and other expenses .... .... .... ....
Return of capital to parent .... .... .... ....
------------------------------------------------------
Total .... .... .... ....
------------------------------------------------------
Retained Earnings, December 31, 2002 $ (42,594) $ .... $ .... $ (402,927)
======================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 2002
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Operating Revenues:
Electric $ 2,141,873 $ 3,334 $2,141,873 $ 3,334 $ .... $ .... $ ....
Natural gas 42,006 .... 42,006 .... .... .... ....
------------------------------------------------------------------------------------------
Total 2,183,879 3,334 2,183,879 3,334 .... .... ....
------------------------------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel, fuel-related expenses
and gas purchased for resale 692,901 .... 692,901 .... .... .... ....
Purchased power 368,140 .... 368,140 .... .... .... ....
Nuclear refueling outage expense 12,190 .... 12,190 .... .... .... ....
Other operation and maintenance 438,259 3,334 441,578 .... 4 4 7
Depreciation and decommissioning 208,182 .... 205,581 2,123 478 .... ....
Taxes other than income taxes 120,295 .... 120,295 .... .... .... ....
Other regulatory (credits) - net (7,818) .... (7,340) .... (478) .... ....
------------------------------------------------------------------------------------------
Total 1,832,149 3,334 1,833,345 2,123 4 4 7
------------------------------------------------------------------------------------------
Operating Income 351,730 .... 350,534 1,211 (4) (4) (7)
------------------------------------------------------------------------------------------
Other Income:
Allowance for equity funds used during
construction 11,010 .... 11,010 .... .... .... ....
Gain on sale of assets 3,409 .... 3,409 .... .... .... ....
Interest and dividend income 8,866 86 8,834 .... .... 38 80
Miscellaneous - net 151 (515) (2,550) (50) (109) 2,347 (2)
------------------------------------------------------------------------------------------
Total 23,436 (429) 20,703 (50) (109) 2,385 78
------------------------------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 131,906 86 131,906 .... 86 .... ....
Other interest - net 5,497 .... 5,497 .... .... .... ....
Distributions on preferred securities
of subsidiary 7,437 .... 7,437 .... .... .... ....
Allowance for borrowed funds used during
construction (9,749) .... (9,749) .... .... .... ....
------------------------------------------------------------------------------------------
Total 135,091 86 135,091 .... 86 .... ....
------------------------------------------------------------------------------------------
Income before income taxes 240,075 (515) 236,146 1,161 (199) 2,381 71
Income taxes 65,997 .... 62,068 1,787 (611) 2,423 330
------------------------------------------------------------------------------------------
Net income 174,078 (515) 174,078 (626) 412 (42) (259)
Preferred and dividend requirements and other 4,888 .... 4,888 .... .... .... ....
------------------------------------------------------------------------------------------
Earnings applicable to common stock $ 169,190 $ (515) $ 169,190 $ (626) $ 412 $ (42) $ (259)
==========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(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 $ 174,078 $ (515) $ 174,078 $ (626) $ 412 $ (42) $ (259)
Noncash items included in net income
Reserve for regulatory adjustments 11,147 .... 11,147 .... .... .... ....
Other regulatory charges (credits) (7,818) .... (7,340) .... (478) .... ....
Depreciation, amortization and
decommissioning 208,182 .... 205,581 2,123 478 ....
Deferred income taxes and investment
tax credits (11,576) 2,133 (11,576) 1,788 302 43 ....
Allowance for equity funds used
during construction (11,010) .... (11,010) .... .... .... ....
Gain on sale of assets (3,409) .... (3,409) .... .... .... ....
Changes in working capital:
Receivables 18,155 (2,673) 17,543 (3,265) .... 1,062 142
Fuel inventory 4,617 .... 4,617 .... .... .... ....
Accounts payable 83,428 3,125 86,549 .... 2 .... 2
Taxes accrued (54,690) .... (54,690) .... .... .... ....
Interest accrued (4,544) 85 (4,544) .... 85 .... ....
Deferred fuel 65,556 .... 65,556 .... .... .... ....
Other working capital accounts (19,551) .... (19,551) .... .... .... ....
Provision for estimated losses and reserves 1,478 .... 1,478 .... .... .... ....
Changes in other regulatory assets (51,490) .... (51,490) .... .... .... ....
Other 98,101 (2,155) 95,425 1 (808) 1,140 188
----------------------------------------------------------------------------------------
Net cash flow provided by operating
activities 500,654 .... 498,364 21 (7) 2,203 73
----------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Construction expenditures (355,334) .... (355,334) .... .... .... ....
Allowance for equity funds used during
construction 11,010 .... 11,010 .... .... .... ....
Nuclear fuel purchases (21,820) .... (21,820) .... .... .... ....
Proceeds from sale/leaseback of nuclear
fuel 21,923 .... 21,923 .... .... .... ....
Decommissioning trust contributions and
realized change in trust assets (12,488) .... (12,488) .... .... .... ....
Changes in other regulatory
investments - net 44,643 .... 44,643 .... .... .... ....
Other regulatory investments (39,390) .... (39,390) .... .... ....
----------------------------------------------------------------------------------------
Net cash flow used by investing activities(351,456) .... (351,456) .... .... .... ....
----------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 337,481 .... 337,481 .... .... .... ....
Retirement of long-term debt (194,057) .... (194,057) .... .... .... ....
Redemption of preferred stock (1,858) .... (1,858) .... .... .... ....
Dividends paid:
Common stock (91,200) .... (91,200) .... .... .... ....
Preferred stock (4,888) .... (4,888) .... .... .... ....
----------------------------------------------------------------------------------------
Net cash flow used by financing activities 45,478 .... 45,478 .... .... .... ....
----------------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 194,676 .... 192,386 21 (7) 2,203 73
Cash and cash equivalents at beginning
of year 123,728 .... 118,409 45 30 1,260 3,984
----------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 318,404 $ .... $ 310,795 $ 66 $ 23 $ 3,463 $ 4,057
========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(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 $ 25,591 $ .... $ 25,497 $ 66 $ 23 $ 3 $ 2
Temporary cash investments - at cost
which approximates market 292,813 .... 285,298 .... .... 3,460 4,055
----------------------------------------------------------------------------------------
Total cash and cash equivalents 318,404 .... 310,795 66 23 3,463 4,057
Other temporary investments .... .... .... .... .... .... ....
Notes receivable associated companies .... .... .... .... .... .... ....
Accounts receivable:
Customer 81,879 .... 80,673 .... .... 1,206 ....
Allowance for doubtful accounts (5,893) .... (5,893) .... .... .... ....
Associated companies 21,356 7,558 21,497 6,745 .... .... 672
Other 40,156 .... 40,102 .... .... 54 ....
Accrued unbilled revenues 95,377 .... 95,377 .... .... .... ....
Deferred fuel costs 100,564 .... 100,564 .... .... .... ....
Accumulated deferred income taxes 1,681 407 1,681 .... 197 .... 210
Fuel inventory - at average cost 49,394 .... 49,394 .... .... .... ....
Materials and supplies - at average cost 99,190 .... 99,190 .... .... .... ....
Prepayments and other 47,206 202 47,206 .... .... 202 ....
----------------------------------------------------------------------------------------
Total 849,314 8,167 840,586 6,811 220 4,925 4,939
----------------------------------------------------------------------------------------
Other Property and Investments:
Decommissioning trust funds 240,735 .... 240,735 .... .... .... ....
Non-utility property - at cost (less
accumulated depreciation) 192,975 .... 184,934 .... 7,689 352 ....
Other 18,108 31,337 49,445 .... .... .... ....
----------------------------------------------------------------------------------------
Total 451,818 31,337 475,114 .... 7,689 352 ....
----------------------------------------------------------------------------------------
Utility Plant:
Electric 7,895,009 .... 7,825,365 69,644 .... .... ....
Property under capital lease 19,795 .... 19,795 .... .... .... ....
Natural gas 60,810 .... 60,810 .... .... .... ....
Construction work in progress 306,209 .... 306,209 .... .... .... ....
Nuclear fuel under capital leases 41,447 .... 41,447 .... .... .... ....
----------------------------------------------------------------------------------------
Total 8,323,270 .... 8,253,626 69,644 .... .... ....
Less - Accumulated depreciation and
amortization 3,885,559 .... 3,830,285 55,274 .... .... ....
----------------------------------------------------------------------------------------
Utility plant - net 4,437,711 .... 4,423,341 14,370 .... .... ....
----------------------------------------------------------------------------------------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 452,887 .... 452,887 .... .... .... ....
Unamortized loss on reacquired debt 31,186 .... 31,186 .... .... .... ....
Other regulatory assets 226,555 .... 226,555 .... .... .... ....
Long-term receivables 23,192 .... 23,192 .... .... .... ....
Other 35,194 (5,886) 28,054 .... 795 359 100
----------------------------------------------------------------------------------------
Total 769,014 (5,886) 761,874 .... 795 359 100
----------------------------------------------------------------------------------------
TOTAL $6,507,857 $ 33,618 $6,500,915 $ 21,181 $ 8,704 $ 5,636 $ 5,039
========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(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 $ 293,000 $ .... $ 293,000 $ .... $ .... $ .... $ ....
Notes payable - associated companies .... .. .... .. .... .... ....
Accounts payable:
Associated companies 51,383 7,463 58,799 3 38 .... 6
Other 205,796 .... 205,796 .... .... .... ....
Customer deposits 48,061 .... 48,061 .... .... .... ....
Taxes accrued 35,914 227 35,914 227 .... .... ..
Nuclear refueling outage costs 14,244 .... 14,244 .... .... .... ....
Interest accrued 38,870 329 38,870 .. 329 .... ....
Obligations under capital leases 36,157 .... 36,157 .... .... .... ....
Other 15,441 22 15,441 .... 22 .... ....
----------------------------------------------------------------------------------------
Total 738,866 8,041 746,282 230 389 .... 6
----------------------------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes
and taxes accrued 1,310,028 1,709 1,309,740 1,997 .... .... ..
Accumulated deferred investment
tax credits 156,401 .... 156,401 .... .... .... ....
Obligations under capital leases 25,085 .... 25,085 .... .... .... ....
Other regulatory liabilities 5,557 .... 5,557 .... .... .... ....
Decommissioning 148,728 .... 148,728 .... .... .... ....
Transition to competition 79,098 .... 79,098 .... .... .... ....
Regulatory reserves 44,738 .... 44,738 .... .... .... ....
Accumulated provisions 65,289 .... 65,289 .... .... .... ....
Other 93,396 (7,139) 79,326 .... 6,931 .... ....
----------------------------------------------------------------------------------------
Total 1,928,320 (5,430) 1,913,962 1,997 6,931 .... ....
----------------------------------------------------------------------------------------
Long-term debt 1,959,288 1,508 1,959,288 .... 1,508 .... ....
Preferred stock with sinking fund 24,327 .... 24,327 .... .... .... ....
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 73,186 1,157,459 11,189 .... 15,966 46,031
Capital stock expense and other .... .... .... .... .... .... ....
Retained earnings 449,929 (43,825) 449,929 7,740 (125) (10,430) (41,010)
Accumulated other comprehensive income 3,286 .... 3,286 .... .... .... ....
----------------------------------------------------------------------------------------
Total 1,772,056 29,499 1,772,056 18,954 (124) 5,636 5,033
----------------------------------------------------------------------------------------
TOTAL $6,507,857 $ 33,618 $6,500,915 $ 21,181 $ 8,704 $ 5,636 $ 5,039
========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 2002
(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 31, 2002 $ 371,939 $ (43,310) $ 371,939 $ 8,366 $ (537) $ (10,388) $ (40,751)
Add:
Net Income (Loss) 174,078 (515) 174,078 (626) 412 (42) (259)
-----------------------------------------------------------------------------------------
Total 546,017 (43,825) 546,017 7,740 (125) (10,430) (41,010)
-----------------------------------------------------------------------------------------
Deduct:
Dividends declared on:
Preferred and preference stock 4,888 .... 4,888 .... .... .... ....
Common stock 91,200 .... 91,200 .... .... .... ....
Capital stock and other expenses .... .... .... .... .... .... ....
-----------------------------------------------------------------------------------------
Total 96,088 .... 96,088 .... .... .... ....
-----------------------------------------------------------------------------------------
Retained Earnings, December 31, 2002 $ 449,929 $ (43,825) $ 449,929 $ 7,740 $ (125) $ (10,430) $ (41,010)
=========================================================================================
THE ARKLAHOMA CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 2002 AND 2001
(IN THOUSANDS)
2002 2001
Revenues - Interest income $ 4 $ 12
- Other - -
------- ------
Total 4 12
------- ------
Expenses - Administrative and general 9 8
- Other - -
------- ------
Total 9 8
------- ------
Income before Federal
and state income taxes (5) 4
Federal and state income taxes (1) -
------- ------
Net Income (Loss) (4) 4
------- ------
Retained Earnings - beginning of year 317 313
Less: Dividends Declared - -
------- ------
Retained Earnings - end of year $ 313 $ 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, 2002 and 2001
(IN THOUSANDS)
2002 2001
OPERATING ACTIVITIES:
Net Income (Loss) $ (4) $ -
Changes in working capital:
Accounts receivable (70) (4)
Accounts payable 127 -
------- -----
Net cash flow provided (used) by operating activities 53 (4)
------- -----
Net increase (decrease) in cash and cash equivalents 53 (4)
Cash and cash equivalents at beginning of year 55 59
------- -----
Cash and cash equivalents at end of year $ 108 $ 55
======= =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net 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, 2002 AND 2001
(IN THOUSANDS)
ASSETS
2002 2001
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 108 55
Accounts receivable 135 65
------- -------
Total 243 120
------- -------
Total $ 556 $ 433
======= =======
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $ 50 $ 50
Retained earnings 313 317
------- -------
Total 363 367
------- -------
Current Liabilities:
Accounts payable 133 6
Deferred Credits:
Deferred Income Taxes 60 60
------- -------
Total $ 556 $ 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, 2002 AND 2001
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 $614,100 and $986,200 in fiscal years 2002 and 2001, 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/stockholders.
2. NEW ACCOUNTING STANDARD:
In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (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, 2002. The Company does not believe the adoption of this statement will have a material impact on its 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:
The utility plant balance as of November 30, 2002, represents the value of the land and the salvage value of the plant. The remainder of the plant was fully depreciated as of December 31, 1988.
5. INCOME TAXES:
Income taxes are accounted for in accordance with 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, 2002, is $9,640 and begins to expire in December 2002. The related deferred tax asset is fully reserved as of November 30, 2002.