Entergy (ETR) 10-K risk factor changes: FY2021 vs FY2020

[added: For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other agreements relating to the Entergy System companies’ support of System Energy, see Notes 5 and 8 to the] financial statements and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

See Note 2 to the financial statements for [added: further] discussion of the [removed: 2019 historical year netting adjustment.][added: proceedings.]

[removed: See] [added: For further information regarding Entergy’s pension and other postretirement benefit plans, refer to the] “Critical Accounting [removed: Estimates” below] [added: Estimates – Qualified Pension] and [added: Other Postretirement Benefits” section of Management’s Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and] Note 11 to the financial [removed: statements for a discussion of qualified pension and other postretirement benefits funding.][added: statements.]

[removed: | Entergy] [added: (Entergy] New [removed: Orleans | | | ($3) | | | ($4) | | | ($7) | | |][added: Orleans)]

System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% [added: ownership/leasehold] interest in Grand [removed: Gulf pursuant to the Unit Power Sales Agreement.][added: Gulf.]

The effects of climate change, environmental and regulatory obligations intended to compel greenhouse gas emission reductions or increase clean or renewable energy requirements or to place a price on greenhouse gas emissions, or achieving voluntary climate commitments could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

In an effort to address climate change concerns, some federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change.

For example, the EPA, various environmental interest groups, and other organizations have focused considerable attention on CO2 emissions from power generation facilities and their potential role in climate change.

The EPA has promulgated regulations controlling greenhouse gas emissions from certain vehicles, and from new, existing, and significantly modified stationary sources of emissions, including electric generating units.

As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California.

In Louisiana, the Office of the Governor announced the creation of a Climate Initiatives Task Force and issued an executive order that established a path to net-zero emissions by 2050 while the City Council of New Orleans passed a renewable and clean portfolio standard that sets a goal of net-zero emissions by 2040 and absolute zero emissions by 2050.

The impact that continued changes in the governmental response to climate change risk will have on existing and pending environmental laws and regulations related to greenhouse gas emissions currently is unclear.

Developing and implementing plans for compliance with greenhouse gas emissions reduction or clean/renewable energy requirements, or for achieving voluntary climate commitments can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed projects.

The operations of low or non-emitting generating units (such as nuclear units) at lower than expected capacity factors could require increased generation from higher emitting units, thus increasing Entergy’s greenhouse gas emission rate.

Moreover, long-term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation.

These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business.

Violations of such requirements may subject Entergy Wholesale Commodities and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, civil penalties, and exposure to third parties’ claims for alleged health or property damages or for violations of applicable permits or standards.

Further, real or perceived violations of environmental regulations, including those related to climate change, or inability to meet voluntary climate commitments, could adversely impact Entergy’s reputation or inhibit Entergy’s ability to pursue its decarbonization objectives.

To the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy’s regulators and, in extreme cases, Entergy’s regulators might attempt to deny or defer timely recovery of these costs.

Future changes in regulation or policies governing the emission of CO2 and other greenhouse gases or mix of generation sources could (i) result in significant additional costs to Entergy’s utility operating companies, their suppliers or customers, (ii) make some of Entergy’s electric generating units uneconomical to maintain or operate, (iii) result in the early retirement of generation facilities and stranded costs if Entergy’s utility operating companies are unable to fully recover the costs and investment in generation and (iv) could increase the difficulty that Entergy and its utility operating companies have with obtaining or maintaining required environmental regulatory approvals, each of which could materially affect the financial condition, results of operations, and liquidity of Entergy and its subsidiaries.

In addition, lawsuits have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change.

These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

Part I Item 1A and 1B

Entergy Corporation, Utility operating companies, and System Energy

In September 2020, Entergy voluntarily committed to achieving net zero carbon emissions by 2050.

Technology research and development, innovation, and advancement are critical to Entergy’s ability to achieve this commitment.

Moreover, Entergy cannot predict the ultimate impact of achieving this objective, or the various implementation aspects, on its system reliability, or its results of operations, financial condition or liquidity.

The physical effects of climate change could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Potential physical risks from climate change include an increase in sea level, wind and storm surge damages, more frequent or intense hurricanes and wildfires, wetland and barrier island erosion, risks of flooding and changes in weather conditions, (such as increases in precipitation, drought, or changes in average temperatures), and potential increased impacts of extreme weather conditions or storms.

Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands.

A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by the physical impacts of climate change, which could give rise to fuel supply interruptions and price spikes.

Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supplies necessary for operations.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System’s ability to meet peak customer demand, more frequent and longer lasting outages, increased regulatory oversight, criticism or adverse publicity, and lower customer satisfaction.

Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues.

Such physical or operational risks could have a material effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Due in part to the recent increase in frequency and intensity of major storm activity along the Gulf Coast, Entergy is developing plans to accelerate investments that would enhance the resilience of the electric systems of the Utility operating companies to enable them to better withstand major storms or other adverse weather events, to enable more rapid restoration of electricity after major storm or other adverse events, and to deliver electricity to critical customers more immediately after such events.

The need for this investment and these expenditures could give rise to liquidity, capital or other financing-related risks as well as result in upward pressure on the retail rates of the Utility operating companies, which, particularly when combined with upward pressure resulting from the recovery of the costs of recent and future storms, may result in adverse actions by the Utility operating companies’ retail regulators or effectively limit the ability to make other planned capital or other investments.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System Energy’s, and Entergy Wholesale Commodities’ business operations.

Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses.

Entergy’s Utility operating companies also own and/or operate hydroelectric facilities.

Accordingly, water availability and quality are critical to Entergy’s business operations.

Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities.

Entergy also obtains and operates in substantial compliance with water discharge permits issued under

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

The COVID-19 Pandemic

See “The COVID-19 Pandemic” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the COVID-19 pandemic.

February 2021 Winter Storms

See the “February 2021 Winter Storms” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of the February 2021 winter storms.

Entergy Arkansas’s preliminary estimate for the cost of mobilizing crews and restoring power is approximately $10 million.

Natural gas purchases for Entergy Arkansas for February 1st through 25th, 2021 are approximately $105 million compared to natural gas purchases for February 2020 of $10 million.

Results of Operations

2020 Compared to 2019

Net Income

Net income decreased $17.7 million primarily due to lower volume/weather, a formula rate plan provision recorded in 2020 to reflect the 2019 historical year netting adjustment, and higher depreciation and amortization expenses, partially offset by higher retail electric price and lower other operation and maintenance expenses.

Operating Revenues

Following is an analysis of the change in operating revenues comparing 2020 to 2019:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Amount | | |

| | | | (In Millions) | | |

| 2019 operating revenues | | | $2,259.6 | | |

| Fuel, rider, and other revenues that do not significantly affect net income | | | (278.5) | | |

| Volume/weather | | | (72.2) | | |

| Retail electric price | | | 57.4 | | |

| Return of unprotected excess accumulated deferred income taxes to customers | | | 118.2 | | |

| 2020 operating revenues | | | $2,084.5 | | |

Entergy Arkansas’s results include revenues from rate mechanisms designed to recover fuel, purchased power, and other costs such that the revenues and expenses associated with these items generally offset and do not affect net income.

“Fuel, rider, and other revenues that do not significantly affect net income” includes the revenue variance associated with these items.

The volume/weather variance is primarily due to a decrease of 1,069 GWh, or 5%, in billed electricity usage, including decreased commercial and industrial usage as a result of the COVID-19 pandemic, and the effect of less favorable weather on residential and commercial sales, partially offset by an increase in residential usage as a

Entergy Arkansas, LLC and Subsidiaries

Management’s Financial Discussion and Analysis

result of the COVID-19 pandemic.

See “The COVID-19 Pandemic” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the COVID-19 pandemic.

The retail electric price variance is primarily due to the $56.5 million annual formula rate plan increase related to the 2020 projected test year included in the 2019 formula rate plan filing effective with the first billing cycle of January 2020.

See Note 2 to the financial statements for further discussion of the formula rate plan filing.

The return of unprotected excess accumulated deferred income taxes to customers resulted from the return of unprotected excess accumulated deferred income taxes through a tax adjustment rider beginning in April 2018.

In 2020, $8.1 million was returned to customers as compared to $126.3 million in 2019.

There is no effect on net income as the reduction in operating revenues in each period was offset by a reduction in income tax expense.

See Note 2 to the financial statements for further discussion of regulatory activity regarding the Tax Cuts and Jobs Act.

Other Income Statement Variances

Nuclear refueling outage expenses decreased primarily due to the amortization of lower costs associated with the most recent outages as compared to previous outages.

Other operation and maintenance expenses decreased primarily due to:

[added: If one or more rating agencies downgrade] Entergy [removed: Corporation,] [added: Corporation’s, any of the] Utility operating [removed: companies, and] [added: companies’, or] System [removed: Energy][added: Energy’s ratings, particularly]

| | | | [removed: | | |] Natural Gas | | | | | | | | | | | | Nuclear | | | | | | | | | | | | Coal | | | | | | | | | | | | [added: Solar | | | | | | | | | | | |] Purchased [removed: Power] [added: Power (c)] | | | | | | | | | | | | MISO [removed: Purchases] [added: Purchases (d)] | | | | | | | | |

Actual [removed: 2020] [added: 2021] and projected [removed: 2021] [added: 2022] sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:

| [removed: | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | |] [added: Gender (%)] | | | 2021 | | | | | | 2020 | | | [removed: | | | 2021 | | |]

| Entergy Arkansas (a) | | | [removed: 24] [added: 26] | | % | | | | [removed: 35] [added: 17] | | % | | | | [removed: 60] [added: 52] | | % | | | | [removed: 51] [added: 60] | | % | | | | [removed: 10] [added: 16] | | % | | | | [removed: 13] [added: 20] | | % | | | | [added: — | | | | | |] 1 | | % | | | | 1 | | % | | | | [added: 2 | | % | | | |] 5 | | % | | | | — | | |

| Entergy Louisiana | | | [removed: 51] [added: 50] | | % | | | | [removed: 59] [added: 48] | | % | | | | [removed: 26] [added: 27] | | % | | | | [removed: 27] [added: 33] | | % | | | | [removed: 1] [added: 2] | | % | | | | [removed: 2] [added: 5] | | % | | | | [removed: 9] [added: —] | | [added: | | | | — | | | | | | 8 | |] % | | | | [removed: 12] [added: 14] | | % | | | | 13 | | % | | | | — | | |

| Entergy Mississippi [removed: (b)] | | | [removed: 73] [added: 61] | | % | | | | [removed: 69] [added: 56] | | % | | | | [removed: 14] [added: 24] | | % | | | | [removed: 22] [added: 31] | | % | | | | [removed: 4] [added: 6] | | % | | | | [removed: 9] [added: 11] | | % | | | | — | | | | | | [added: 2 | | % | | | |] — | | | | | | [added: — | | | | | |] 9 | | % | | | | — | | |

| Entergy New Orleans [removed: (b)] | | | [removed: 55] [added: 45] | | % | | | | [removed: 56] [added: 42] | | % | | | | [removed: 33] [added: 43] | | % | | | | [removed: 40] [added: 50] | | % | | | | [removed: 1] [added: 2] | | % | | | | [removed: 2] [added: 3] | | % | | | | [removed: 2] [added: —] | | [added: | | | | 1 | |] % | | | | [removed: 2] [added: 1] | | % | | | | [added: 4 | | % | | | |] 9 | | % | | | | — | | |

| Entergy Texas | | | [removed: 39] [added: 48] | | % | | | | [removed: 60] [added: 57] | | % | | | | [removed: 11] [added: 10] | | % | | | | [removed: 13] [added: 17] | | % | | | | [removed: 2] [added: 4] | | % | | | | [removed: 6] [added: 10] | | % | | | | [removed: 23] [added: —] | | [added: | | | | — | | | | | | 16 | |] % | | | | [removed: 21] [added: 16] | | % | | | | [removed: 25] [added: 22] | | % | | | | — | | |

| System Energy [removed: (c)] [added: (b)] | | | — | | | | | | — | | | | | | 100 | | % | | | | 100 | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Utility (a) [removed: (b)] | | | [removed: 47] [added: 46] | | % | | | | [removed: 55] [added: 42] | | % | | | | [removed: 29] [added: 30] | | % | | | | [removed: 31] [added: 39] | | % | | | | [removed: 3] [added: 6] | | % | | | | [removed: 6] [added: 10] | | % | | | | [removed: 8] [added: —] | | [added: | | | | — | | | | | | 6 | |] % | | | | [removed: 8] [added: 9] | | % | | | | [removed: 13] [added: 12] | | % | | | | — | | |

(a)Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in [removed: 2020] [added: 2021] and is expected to provide less than 1% of its generation in [removed: 2021.][added: 2022.]

[removed: (c)Capacity] [added: (b)Capacity] and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.

[removed: (d)Excludes] [added: (c)Excludes] MISO purchases.

[removed: (e)In] [added: (d)In] December 2013, Entergy integrated its transmission system into the MISO RTO.

The MISO purchases metric provided for [removed: 2020] [added: 2021] is not projected for [removed: 2021.][added: 2022.]

Although based on current economics the Utility does not expect fuel oil use in [removed: 2021,] [added: 2022,] it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Over 50% of the Utility operating companies’ power plants maintain some level of [removed: long-][added: long-term firm transportation.]

Part I Item [removed: 1][added: 1A and 1B]

Entergy Texas owns a gas storage facility [added: and Entergy Louisiana has a firm storage service agreement] that [removed: provides] [added: provide] reliable and flexible natural gas service to certain generating stations.

Entergy Arkansas has committed to [removed: seven] [added: six] one- to three-year contracts that will supply approximately 85% of the total coal supply needs in [removed: 2021.][added: 2022.]

Based on continued improved Powder River Basin (PRB) coal deliveries by rail and the high cost of alternate sources and modes of transportation, no alternative coal consumption is expected at Entergy Arkansas during [removed: 2021.][added: 2022.]

Coal will be transported to [removed: Arkansas] [added: Nelson primarily] via an existing transportation agreement that is expected to provide all of Entergy [removed: Arkansas’s] [added: Louisiana’s] rail transportation requirements for [removed: 2021.][added: 2022.]

Entergy Louisiana has committed to [removed: five] [added: two] one- to three-year contracts that will supply approximately 90% of Nelson Unit 6 coal needs in [removed: 2021.][added: 2022.]

For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during [removed: 2021.][added: 2022.]

Coal will be transported to [removed: Nelson primarily] [added: Arkansas] via [removed: an existing] [added: a Union Pacific] transportation agreement that is expected to provide all of Entergy [removed: Louisiana’s] [added: Arkansas’s] rail transportation requirements for [removed: 2021.][added: the first half of 2022.]

For the year [removed: 2020,] [added: 2021,] coal transportation delivery rates to Entergy [removed: Arkansas-and] [added: Arkansas- and] Entergy Louisiana-operated coal-fired units [added: became constrained and] were [removed: adequate] [added: unable] to [added: fully] meet supply needs and [removed: obligations, and it is expected that delivery times] [added: obligations beginning] in [removed: 2021 will continue to be consistent.][added: August 2021.]

The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of PRB coal requested for [removed: 2021.][added: 2022.]

These companies own the materials and services in this shared regulated [added: uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.]

Based upon currently planned fuel cycles, [removed: the Utility] [added: Entergy’s] nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable [removed: or fixed] prices through [removed: most of 2023.][added: 2021 and beyond.]

Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium [removed: miners.][added: miners, including their ability to work through supply disruptions caused by global events, such as the COVID-19 pandemic, or national events, such as political disruption.]

Entergy New Orleans has a “no-notice” service gas purchase contract with [removed: CenterPoint] [added: Symmetry] Energy [removed: Services] [added: Solutions] which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts.

The [removed: CenterPoint] [added: Symmetry] Energy [removed: Service] [added: Solutions] gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co. This service is subject to FERC-approved rates.

Entergy Louisiana purchased natural gas for resale in [removed: 2020] [added: 2021] under a firm contract from Sequent Energy Management L.P. The gas is delivered through a combination of intrastate and interstate pipelines.

[removed: The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity,] including System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement.

Each Utility operating company has its own transmission pricing zone and a formula rate template (included as Attachment O to the MISO tariff) used to [added: establish transmission rates within MISO.]

[removed: In July 2001 a rate proceeding commenced by System Energy at the] FERC in 1995 became final, with the FERC approving a prospective 10.94% return on equity.

In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted [removed: rate relief] [added: cost recovery] with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions.

Entergy Mississippi was granted [removed: rate relief] [added: cost recovery] for those purchases by the MPSC through its annual unit power cost rate mechanism.

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy [added: of Grand Gulf.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | |

A new long-term transportation agreement is anticipated to be executed to meet Entergy Arkansas’s rail transportation requirements for the second half of 2022.

The rate of deliveries has begun to improve and is expected to normalize later in 2022.

what Entergy believes are reasonably predictable or fixed prices through most of 2027.

The FERC regulates wholesale sales of electricity rates and interstate transmission of electricity,

In July 2001 a rate proceeding commenced by System Energy at the

Entergy Services and Entergy Operations provide their

of Entergy New Orleans, Inc. in a transaction regarded as a merger under the TXBOC.

auctions.

- avoided cost payments to non-exempt Qualifying Facilities;

- avoided cost payments to non-exempt Qualifying Facilities;

- avoided cost payments to non-exempt Qualifying Facilities;

In October 2020, Entergy Arkansas filed a revised decommissioning cost recovery tariff for ANO indicating that both ANO 1 and ANO 2

In July 2021, Entergy Louisiana made a filing with the LPSC to adjust Waterford 3 and River Bend decommissioning collections based on the latest site-specific decommissioning cost estimates for those plants.

The filing seeks to increase Waterford 3 decommissioning collections, and decrease River Bend decommissioning collections.

Management cannot predict the outcome of this filing.

A hearing in the case has been scheduled for September 2022.

In addition to this, insurance for property damage, costs

Continued plant operation is not permitted for plants in Column 5.

In March 2021 the NRC placed Grand Gulf in Column 3 based on the incidence of five unplanned plant scrams during calendar year 2020, some of which were related to upgrades made to the plant’s turbine control system during the spring 2020 refueling outage.

The NRC issued its report in November 2021 and Grand Gulf was returned to Column 1.

In February 2021 the D.C. Circuit granted the EPA’s motion to hold the litigation in abeyance pending the agency’s review of the appropriate and necessary rule.

The EPA must file status reports with the court every 120 days.

costs through the purchase of emission allowances.

In April 2021, addressing the D.C. Circuit’s remand, the EPA finalized revisions to the Update Rule, which became effective June 29, 2021.

Entergy is currently analyzing the potential impact on its facilities in Louisiana.

Early indications are that the cost of Group 3 allowances will increase significantly (approximately $3,000 per allowance) in the near-term, which could impact the cost to dispatch Entergy’s legacy gas units located in Louisiana.

However, Entergy’s 2021 ozone season NOx emissions were below 2020 levels and it does not appear that additional allowances will be needed to satisfy Entergy’s 2021 obligations.

The final determination will be made in March 2022.

This rule establishes a series of 10-year planning periods, with states required to develop State Implementation Plans (SIPs) for each planning period, with each SIP including such air pollution control measures as may be necessary to achieve the ultimate goal of the CAVR by the year 2064.

The various states are currently in the process of developing SIPs to implement the second planning period of the CAVR, which addresses the 2018-2028 planning period.

The District Court approved and entered the proposed settlement in March 2021.

Entergy met the settlement deadline to use low-sulfur coal and is on target to

meet the other requirements of the settlement.

Louisiana has issued its draft SIP which, at this time, does not propose any additional air emissions controls for the affected Entergy units in Louisiana.

Some public commenters, however, believe additional air controls are cost-effective.

It is not yet clear how the Louisiana Department of Environmental Quality (LDEQ) will respond in its final SIP, and the agency, like many other state agencies, did not meet the July 31, 2021 deadline to submit a SIP to the EPA for review.

The LDEQ is now expected to finalize its Regional Haze SIP in early 2022.

Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2018-2020 were:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Year | | | | | | % of Gen | | | | | | Cents Per kWh | | | | | | % of Gen | | | | | | Cents Per kWh | | | | | | % of Gen | | | | | | Cents Per kWh | | | | | | % of Gen | | | | | | Cents Per kWh | | | | | | % of Gen | | | | | | Cents Per kWh | | |

| 2020 | | | | | | 47 | | | | | | 1.92 | | | | | | 29 | | | | | | 0.57 | | | | | | 3 | | | | | | 2.54 | | | | | | 8 | | | | | | 4.36 | | | | | | 13 | | | | | | 2.48 | | |

| 2019 | | | | | | 40 | | | | | | 2.33 | | | | | | 28 | | | | | | 0.73 | | | | | | 6 | | | | | | 2.31 | | | | | | 8 | | | | | | 4.86 | | | | | | 18 | | | | | | 2.71 | | |

| 2018 | | | | | | 39 | | | | | | 2.84 | | | | | | 27 | | | | | | 0.84 | | | | | | 9 | | | | | | 2.24 | | | | | | 8 | | | | | | 5.23 | | | | | | 17 | | | | | | 3.71 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Natural Gas | | | | | | | | | | | | Nuclear | | | | | | | | | | | | Coal | | | | | | | | | | | | Purchased Power (d) | | | | | | | | | | | | MISO Purchases (e) | | | | | | | | |

(b)Solar power provided less than 1% of Entergy Mississippi’s and Entergy New Orleans's generation in 2020 and is expected to provide less than 1% of each of Entergy Mississippi’s and Entergy New Orleans's generation in 2021.

term firm transportation.

uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company.

establish transmission rates within MISO.

of Grand Gulf.

Entergy Wholesale Commodities revenues are primarily derived from sales of energy and generation capacity from these plants.

| Indian Point 3 (a) | | | | | | NYISO | | | | | | 1976 | | | | | | Nov. 2000 | | | | | | Buchanan, NY | | | | | | 1,041 MW - Pressurized Water | | | | | | 2025 (a) | | |

| Indian Point 2 (a) | | | | | | NYISO | | | | | | 1974 | | | | | | Sept. 2001 | | | | | | Buchanan, NY | | | | | | 1,028 MW - Pressurized Water | | | | | | 2024 (a) | | |

(a)Power operations ceased at the Indian Point 2 plant in April 2020.

The fuel was permanently removed from the reactor vessel and placed in the spent fuel pool in May 2020.

(b)The Palisades plant is expected to cease operations on May 31, 2022.

There is a contract to sell the plant to Holtec subject to NRC and other regulatory approvals.

These facilities are in various stages of the decommissioning process.

The Indian Point plants fall under the authority of the New York Independent System Operator (NYISO).

Entergy Wholesale Commodities enters into forward contracts with its customers and also sells energy in the day ahead or spot markets.

Entergy Wholesale Commodities also sells unforced capacity, which allows load-serving entities to meet specified reserve and related requirements placed on them by the ISOs in their respective areas.

Entergy Wholesale Commodities’ forward physical power contracts consist of contracts to sell energy only, contracts to sell capacity only, and bundled contracts in which it sells both capacity and energy.

While the terminology and payment mechanics vary in these contracts, each of these types of contracts requires Entergy Wholesale Commodities to deliver MWh of energy, make capacity available, or both.

See “Market and Credit Risk Sensitive Instruments” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for additional information regarding these contracts.

The NYISO market is highly competitive.

Entergy Wholesale Commodities has numerous competitors in New York including generation companies affiliated with regulated utilities, other independent power producers, municipal and co-operative generators, owners of co-generation plants and wholesale power marketers.

Entergy Wholesale Commodities is an independent power producer, which means it generates power for sale to third parties at day ahead or spot market prices to the extent that the power is not sold under a fixed price contract.

Municipal and co-operative generators also generate power but use most of it to deliver power to their municipal or co-operative power customers.

Owners of co-generation plants produce power primarily for their own consumption.

Wholesale power marketers do not own generation; rather they buy power from generators or other market participants and resell it to retail providers or other market participants.

Competition in the New York power market is affected by, among other factors, the amount of generation and transmission capacity in these markets.

while Entergy Nuclear Operations, Inc. acts as the agent for the purchase of nuclear fuel assembly fabrication services.

The FitzPatrick spent fuel disposal contract was assigned to Exelon as part of the sale of the plant, completed in March 2017.

The Vermont Yankee spent fuel disposal contract was assigned to NorthStar as part of the sale of the plant in January 2019.

Details of the registrant’s material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of [removed: 2020] [added: 2021] are discussed in Part I.

- Entergy’s Business under the sections titled “Retail Rate Regulation,” “Environmental Regulation,” and [removed: “Litigation” and “Impairment of Long-lived Assets” in Note 14 to the financial statements.][added: “Litigation.”]

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

| | | | (a Texas limited liability company) 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000 | | | | | | | | | (a Texas corporation) [removed: 10055 Grogans Mill Road] [added: 2107 Research Forest Drive] The Woodlands, Texas 77380 Telephone (409) 981-2000 | | |

| Entergy Mississippi, LLC | | | [added: ü] | | | | | | [removed: ü] | | |

| Common Stock Outstanding | | | | | | Outstanding at January [removed: 29, 2021] [added: 31, 2022] | | |

| Entergy Corporation | | | ($0.01 par value) | | | [removed: 200,479,995] [added: 203,027,662] | | |

The aggregate market value of Entergy Corporation Common Stock, $0.01 Par Value, held by non-affiliates as of the end of the second quarter of [removed: 2020] [added: 2021] was [removed: $18.8] [added: $20.0] billion based on the reported last sale price of [removed: $93.81] [added: $99.70] per share for such stock on the New York Stock Exchange on June 30, [removed: 2020.][added: 2021.]

Portions of the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders, to be held May [removed: 7, 2021,] [added: 6, 2022,] are incorporated by reference into Part III hereof.

| [Forward-looking [removed: information](#i76171773741145688fb9b50c4890ee71_10)] [added: information](#i6266d2788e5849989ad57be380853c2d_10)] | | | | | | [removed: [v](#i76171773741145688fb9b50c4890ee71_10)] [added: [iv](#i6266d2788e5849989ad57be380853c2d_10)] | | |

| [Management’s Financial Discussion and [removed: Analysis](#i76171773741145688fb9b50c4890ee71_19)] [added: Analysis](#i6266d2788e5849989ad57be380853c2d_19)] | | | Part II. Item 7. | | | [removed: [1](#i76171773741145688fb9b50c4890ee71_19)] [added: [1](#i6266d2788e5849989ad57be380853c2d_19)] | | |

| [Report of [removed: Management](#i76171773741145688fb9b50c4890ee71_49)] [added: Management](#i6266d2788e5849989ad57be380853c2d_46)] | | | | | | [removed: [37](#i76171773741145688fb9b50c4890ee71_49)] [added: [36](#i6266d2788e5849989ad57be380853c2d_46)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i76171773741145688fb9b50c4890ee71_55)] [added: Firm](#i6266d2788e5849989ad57be380853c2d_52)] | | | | | | [removed: [39](#i76171773741145688fb9b50c4890ee71_55)] [added: [37](#i6266d2788e5849989ad57be380853c2d_52)] | | |

| [Consolidated Income Statements For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_58)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_55)] | | | Part II. Item 8. | | | [removed: [43](#i76171773741145688fb9b50c4890ee71_58)] [added: [41](#i6266d2788e5849989ad57be380853c2d_55)] | | |

| [Consolidated Statements of Comprehensive Income For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_61)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_58)] | | | Part II. Item 8. | | | [removed: [45](#i76171773741145688fb9b50c4890ee71_61)] [added: [43](#i6266d2788e5849989ad57be380853c2d_58)] | | |

| [Consolidated Statements of Cash Flows For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_67)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_61)] | | | Part II. Item 8. | | | [removed: [46](#i76171773741145688fb9b50c4890ee71_67)] [added: [44](#i6266d2788e5849989ad57be380853c2d_61)] | | |

| [Consolidated Balance Sheets, December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i76171773741145688fb9b50c4890ee71_70)] [added: 2020](#i6266d2788e5849989ad57be380853c2d_64)] | | | Part II. Item 8. | | | [removed: [48](#i76171773741145688fb9b50c4890ee71_70)] [added: [46](#i6266d2788e5849989ad57be380853c2d_64)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_76)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_67)] | | | Part II. Item 8. | | | [removed: [50](#i76171773741145688fb9b50c4890ee71_76)] [added: [48](#i6266d2788e5849989ad57be380853c2d_67)] | | |

| Notes to Financial Statements | | | [added: Part II. Item 8.] | | | | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i76171773741145688fb9b50c4890ee71_85)] [added: Policies](#i6266d2788e5849989ad57be380853c2d_73)] | | | [removed: Part II. Item 8.] | | | [removed: [51](#i76171773741145688fb9b50c4890ee71_85)] [added: [49](#i6266d2788e5849989ad57be380853c2d_73)] | | |

| [Note 2. Rate and Regulatory [removed: Matters](#i76171773741145688fb9b50c4890ee71_88)] [added: Matters](#i6266d2788e5849989ad57be380853c2d_79)] | | | [removed: Part II. Item 8.] | | | [removed: [61](#i76171773741145688fb9b50c4890ee71_88)] [added: [60](#i6266d2788e5849989ad57be380853c2d_79)] | | |

| [Note 4. Revolving Credit Facilities, Lines of Credit, and Short-term [removed: Borrowings](#i76171773741145688fb9b50c4890ee71_100)] [added: Borrowings](#i6266d2788e5849989ad57be380853c2d_103)] | | | [removed: Part II. Item 8.] | | | [removed: [124](#i76171773741145688fb9b50c4890ee71_100)] [added: [124](#i6266d2788e5849989ad57be380853c2d_103)] | | |

| [Note 11. Retirement, Other Postretirement Benefits, and Defined Contribution [removed: Plans](#i76171773741145688fb9b50c4890ee71_139)] [added: Plans](#i6266d2788e5849989ad57be380853c2d_127)] | | | [removed: Part II. Item 8.] | | | [removed: [163](#i76171773741145688fb9b50c4890ee71_139)] [added: [161](#i6266d2788e5849989ad57be380853c2d_127)] | | |

| [Note 14. Acquisitions, Dispositions, and Impairment of Long-lived [removed: Assets](#i76171773741145688fb9b50c4890ee71_151)] [added: Assets](#i6266d2788e5849989ad57be380853c2d_136)] | | | [removed: Part II. Item 8.] | | | [removed: [199](#i76171773741145688fb9b50c4890ee71_151)] [added: [197](#i6266d2788e5849989ad57be380853c2d_136)] | | |

| [Note 15. Risk Management and Fair [removed: Values](#i76171773741145688fb9b50c4890ee71_154)] [added: Values](#i6266d2788e5849989ad57be380853c2d_139)] | | | [removed: Part II. Item 8.] | | | [removed: [202](#i76171773741145688fb9b50c4890ee71_154)] [added: [200](#i6266d2788e5849989ad57be380853c2d_139)] | | |

| Entergy’s Business | | | [added: Part I. Item 1.] | | | | | |

| [Availability of SEC filings and other information on Entergy’s [removed: website](#i76171773741145688fb9b50c4890ee71_193)] [added: website](#i6266d2788e5849989ad57be380853c2d_178)] | | | | | | [removed: [285](#i76171773741145688fb9b50c4890ee71_193)] [added: [278](#i6266d2788e5849989ad57be380853c2d_178)] | | |

| [Risk [removed: Factors](#i76171773741145688fb9b50c4890ee71_196)] [added: Factors](#i6266d2788e5849989ad57be380853c2d_181)] | | | Part I. Item 1A. | | | [removed: [286](#i76171773741145688fb9b50c4890ee71_196)] [added: [280](#i6266d2788e5849989ad57be380853c2d_181)] | | |

| [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#i6266d2788e5849989ad57be380853c2d_5994)] | | | Part I. Item 1B. | | | [removed: None] [added: [302](#i6266d2788e5849989ad57be380853c2d_5994)] | | |

| [Management’s Financial Discussion and [removed: Analysis](#i76171773741145688fb9b50c4890ee71_202)] [added: Analysis](#i6266d2788e5849989ad57be380853c2d_187)] | | | Part II. Item 7. | | | [removed: [311](#i76171773741145688fb9b50c4890ee71_202)] [added: [303](#i6266d2788e5849989ad57be380853c2d_187)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i76171773741145688fb9b50c4890ee71_229)] [added: Firm](#i6266d2788e5849989ad57be380853c2d_214)] | | | | | | [removed: [330](#i76171773741145688fb9b50c4890ee71_229)] [added: [322](#i6266d2788e5849989ad57be380853c2d_214)] | | |

| [Consolidated Income Statements For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_232)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_418)] | | | Part II. Item 8. | | | [removed: [332](#i76171773741145688fb9b50c4890ee71_232)] [added: [418](#i6266d2788e5849989ad57be380853c2d_418)] | | |

| [Consolidated Statements of Cash Flows For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_235)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_220)] | | | Part II. Item 8. | | | [removed: [333](#i76171773741145688fb9b50c4890ee71_235)] [added: [325](#i6266d2788e5849989ad57be380853c2d_220)] | | |

| [Consolidated Balance Sheets, December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i76171773741145688fb9b50c4890ee71_238)] [added: 2020](#i6266d2788e5849989ad57be380853c2d_223)] | | | Part II. Item 8. | | | [removed: [334](#i76171773741145688fb9b50c4890ee71_238)] [added: [326](#i6266d2788e5849989ad57be380853c2d_223)] | | |

| [Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_244)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_226)] | | | Part II. Item 8. | | | [removed: [336](#i76171773741145688fb9b50c4890ee71_244)] [added: [328](#i6266d2788e5849989ad57be380853c2d_226)] | | |

| [Management’s Financial Discussion and [removed: Analysis](#i76171773741145688fb9b50c4890ee71_253)] [added: Analysis](#i6266d2788e5849989ad57be380853c2d_235)] | | | Part II. Item 7. | | | [removed: [338](#i76171773741145688fb9b50c4890ee71_253)] [added: [329](#i6266d2788e5849989ad57be380853c2d_235)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i76171773741145688fb9b50c4890ee71_283)] [added: Firm](#i6266d2788e5849989ad57be380853c2d_265)] | | | | | | [removed: [355](#i76171773741145688fb9b50c4890ee71_283)] [added: [348](#i6266d2788e5849989ad57be380853c2d_265)] | | |

| [Consolidated Income Statements For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_286)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_217)] | | | Part II. Item 8. | | | [removed: [357](#i76171773741145688fb9b50c4890ee71_286)] [added: [324](#i6266d2788e5849989ad57be380853c2d_217)] | | |

| [Consolidated Statements of Comprehensive Income For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_289)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_271)] | | | Part II. Item 8. | | | [removed: [358](#i76171773741145688fb9b50c4890ee71_289)] [added: [352](#i6266d2788e5849989ad57be380853c2d_271)] | | |

| [Consolidated Statements of Cash Flows For the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_295)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_274)] | | | Part II. Item 8. | | | [removed: [359](#i76171773741145688fb9b50c4890ee71_295)] [added: [353](#i6266d2788e5849989ad57be380853c2d_274)] | | |

| [Consolidated Balance Sheets, December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i76171773741145688fb9b50c4890ee71_298)] [added: 2020](#i6266d2788e5849989ad57be380853c2d_277)] | | | Part II. Item 8. | | | [removed: [360](#i76171773741145688fb9b50c4890ee71_298)] [added: [354](#i6266d2788e5849989ad57be380853c2d_277)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i76171773741145688fb9b50c4890ee71_304)] [added: 2019](#i6266d2788e5849989ad57be380853c2d_280)] | | | Part II. Item 8. | | | [removed: [362](#i76171773741145688fb9b50c4890ee71_304)] [added: [356](#i6266d2788e5849989ad57be380853c2d_280)] | | |

| [Definitions](#i6266d2788e5849989ad57be380853c2d_13) | | | | | | [vii](#i6266d2788e5849989ad57be380853c2d_13) | | |

| [Note 3. Income Taxes](#i6266d2788e5849989ad57be380853c2d_97) | | | | | | [107](#i6266d2788e5849989ad57be380853c2d_97) | | |

| [Note 5. Long-term Debt](#i6266d2788e5849989ad57be380853c2d_109) | | | | | | [127](#i6266d2788e5849989ad57be380853c2d_109) | | |

| [Note 6. Preferred Equity](#i6266d2788e5849989ad57be380853c2d_112) and Noncontrolling Interest | | | | | | [137](#i6266d2788e5849989ad57be380853c2d_112) | | |

| [Note 7. Common Equity](#i6266d2788e5849989ad57be380853c2d_115) | | | | | | [139](#i6266d2788e5849989ad57be380853c2d_115) | | |

| [Note 8. Commitments and Contingencies](#i6266d2788e5849989ad57be380853c2d_118) | | | | | | [144](#i6266d2788e5849989ad57be380853c2d_118) | | |

| [Note 9. Asset Retirement Obligations](#i6266d2788e5849989ad57be380853c2d_121) | | | | | | [152](#i6266d2788e5849989ad57be380853c2d_121) | | |

| [Note 10. Leases](#i6266d2788e5849989ad57be380853c2d_124) | | | | | | [155](#i6266d2788e5849989ad57be380853c2d_124) | | |

| [Note 12. Stock-based Compensation](#i6266d2788e5849989ad57be380853c2d_130) | | | | | | [189](#i6266d2788e5849989ad57be380853c2d_130) | | |

| [Note 13. Business Segment Information](#i6266d2788e5849989ad57be380853c2d_133) | | | | | | [194](#i6266d2788e5849989ad57be380853c2d_133) | | |

| [Note 16. Decommissioning Trust Funds](#i6266d2788e5849989ad57be380853c2d_142) | | | | | | [218](#i6266d2788e5849989ad57be380853c2d_142) | | |

| [Note 17. Variable Interest Entities](#i6266d2788e5849989ad57be380853c2d_145) | | | | | | [224](#i6266d2788e5849989ad57be380853c2d_145) | | |

| [Note 18. Transactions with Affiliates](#i6266d2788e5849989ad57be380853c2d_148) | | | | | | [226](#i6266d2788e5849989ad57be380853c2d_148) | | |

| [Note 19. Revenue](#i6266d2788e5849989ad57be380853c2d_151) | | | | | | [228](#i6266d2788e5849989ad57be380853c2d_151) | | |

| [Risk Factors Summary](#i6266d2788e5849989ad57be380853c2d_157) | | | | | | [234](#i6266d2788e5849989ad57be380853c2d_157) | | |

| [Utility](#i6266d2788e5849989ad57be380853c2d_163) | | | | | | [236](#i6266d2788e5849989ad57be380853c2d_163) | | |

| [Regulation of Entergy’s Business](#i6266d2788e5849989ad57be380853c2d_169) | | | | | | [263](#i6266d2788e5849989ad57be380853c2d_169) | | |

| [Litigation](#i6266d2788e5849989ad57be380853c2d_172) | | | | | | [275](#i6266d2788e5849989ad57be380853c2d_172) | | |

| [Human Capital](#i6266d2788e5849989ad57be380853c2d_175) | | | | | | [276](#i6266d2788e5849989ad57be380853c2d_175) | | |

| [Consolidated Income Statements For the Years Ended December 31, 202](#i6266d2788e5849989ad57be380853c2d_367)[1](#i6266d2788e5849989ad57be380853c2d_367)[, 20](#i6266d2788e5849989ad57be380853c2d_367)[20](#i6266d2788e5849989ad57be380853c2d_367)[, and 201](#i6266d2788e5849989ad57be380853c2d_367)9 | | | Part II. Item 8. | | | [395](#i6266d2788e5849989ad57be380853c2d_367) | | |

| [Properties](#i6266d2788e5849989ad57be380853c2d_478) | | | Part I. Item 2. | | | [447](#i6266d2788e5849989ad57be380853c2d_478) | | |

| [Reserved](#i6266d2788e5849989ad57be380853c2d_496) | | | Part II. Item 6. | | | [450](#i6266d2788e5849989ad57be380853c2d_496) | | |

| [Other Information](#i6266d2788e5849989ad57be380853c2d_6011) | | | Part II. Item 9B. | | | [453](#i6266d2788e5849989ad57be380853c2d_6011) | | |

| [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6266d2788e5849989ad57be380853c2d_6017) | | | Part II. Item 9C. | | | [453](#i6266d2788e5849989ad57be380853c2d_6017) | | |

| [Exhibit Index](#i6266d2788e5849989ad57be380853c2d_553) | | | | | | [514](#i6266d2788e5849989ad57be380853c2d_553) | | |

| [Signatures](#i6266d2788e5849989ad57be380853c2d_589) | | | | | | [529](#i6266d2788e5849989ad57be380853c2d_589) | | |

- increases in costs and capital expenditures that could result from changing regulatory requirements, changing economic conditions, and emerging operating and industry issues;

| HLBV | | | Hypothetical liquidation at book value | | |

Hurricane Ida

In August 2021, Hurricane Ida caused extensive damage to the Entergy distribution and, to a lesser extent, transmission systems across Louisiana resulting in widespread power outages.

Entergy recorded corresponding regulatory assets of approximately $1.1 billion and construction work in progress of approximately $1.6 billion.

Entergy is considering all available avenues to recover storm-related costs from Hurricane Ida, including federal government assistance and securitization financing.

In September 2021, Entergy Louisiana filed an application at the LPSC seeking approval of certain ratemaking adjustments in connection with the issuance of approximately $1 billion of shorter-term mortgage bonds to provide interim financing for restoration costs associated with Hurricane Ida, which bonds were issued in October 2021.

Also in September 2021, Entergy Louisiana sought approval for the creation and funding of a $1 billion restricted escrow account for Hurricane Ida restoration costs.

In September 2021, Entergy New Orleans withdrew $39 million from its funded storm reserves.

In February 2022, Entergy New Orleans filed with the City Council a securitization application requesting that the City Council review Entergy New Orleans’s storm reserve and increase the storm reserve funding level to $150 million, to be funded through securitization.

2021 Compared to 2020

| Operating revenues | | | 1,873,960 | | | | | | (244,705) | | | | | | 5 | | | | | | 1,629,260 | | |

| Purchased power | | | 362,066 | | | | | | 5,339 | | | | | | 4 | | | | | | 367,409 | | |

| Other operation and maintenance | | | 179,005 | | | | | | (213,173) | | | | | | 163 | | | | | | (34,005) | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(Page left blank intentionally)

| [Definitions](#i76171773741145688fb9b50c4890ee71_13) | | | | | | [viii](#i76171773741145688fb9b50c4890ee71_13) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_52) | | | Part II. Item 6. | | | [38](#i76171773741145688fb9b50c4890ee71_52) | | |

| [Note 3. Income Taxes](#i76171773741145688fb9b50c4890ee71_94) | | | Part II. Item 8. | | | [104](#i76171773741145688fb9b50c4890ee71_94) | | |

| [Note 5. Long-term Debt](#i76171773741145688fb9b50c4890ee71_106) | | | Part II. Item 8. | | | [128](#i76171773741145688fb9b50c4890ee71_106) | | |

| [Note 6. Preferred Equity](#i76171773741145688fb9b50c4890ee71_112) | | | Part II. Item 8. | | | [138](#i76171773741145688fb9b50c4890ee71_112) | | |

| [Note 7. Common Equity](#i76171773741145688fb9b50c4890ee71_118) | | | Part II. Item 8. | | | [140](#i76171773741145688fb9b50c4890ee71_118) | | |

| [Note 8. Commitments and Contingencies](#i76171773741145688fb9b50c4890ee71_121) | | | Part II. Item 8. | | | [145](#i76171773741145688fb9b50c4890ee71_121) | | |

| [Note 9. Asset Retirement Obligations](#i76171773741145688fb9b50c4890ee71_127) | | | Part II. Item 8. | | | [153](#i76171773741145688fb9b50c4890ee71_127) | | |

| [Note 10. Leases](#i76171773741145688fb9b50c4890ee71_133) | | | Part II. Item 8. | | | [157](#i76171773741145688fb9b50c4890ee71_133) | | |

| [Note 12. Stock-based Compensation](#i76171773741145688fb9b50c4890ee71_145) | | | Part II. Item 8. | | | [191](#i76171773741145688fb9b50c4890ee71_145) | | |

| [Note 13. Business Segment Information](#i76171773741145688fb9b50c4890ee71_148) | | | Part II. Item 8. | | | [196](#i76171773741145688fb9b50c4890ee71_148) | | |

| [Note 16. Decommissioning Trust Funds](#i76171773741145688fb9b50c4890ee71_160) | | | Part II. Item 8. | | | [221](#i76171773741145688fb9b50c4890ee71_160) | | |

| [Note 17. Variable Interest Entities](#i76171773741145688fb9b50c4890ee71_163) | | | Part II. Item 8. | | | [228](#i76171773741145688fb9b50c4890ee71_163) | | |

| [Note 18. Transactions with Affiliates](#i76171773741145688fb9b50c4890ee71_166) | | | Part II. Item 8. | | | [230](#i76171773741145688fb9b50c4890ee71_166) | | |

| [Note 19. Revenue](#i76171773741145688fb9b50c4890ee71_169) | | | Part II. Item 8. | | | [231](#i76171773741145688fb9b50c4890ee71_169) | | |

| [Note 20. Quarterly Financial Data](#i76171773741145688fb9b50c4890ee71_172) | | | Part II. Item 8. | | | [236](#i76171773741145688fb9b50c4890ee71_172) | | |

| [Risk Factors Summary](#i76171773741145688fb9b50c4890ee71_6911) | | | | | | [239](#i76171773741145688fb9b50c4890ee71_6911) | | |

| [Utility](#i76171773741145688fb9b50c4890ee71_178) | | | Part I. Item 1. | | | [241](#i76171773741145688fb9b50c4890ee71_178) | | |

| [Entergy Wholesale Commodities](#i76171773741145688fb9b50c4890ee71_181) | | | Part I. Item 1. | | | [263](#i76171773741145688fb9b50c4890ee71_181) | | |

| [Regulation of Entergy’s Business](#i76171773741145688fb9b50c4890ee71_184) | | | Part I. Item 1. | | | [266](#i76171773741145688fb9b50c4890ee71_184) | | |

| [Litigation](#i76171773741145688fb9b50c4890ee71_187) | | | | | | [282](#i76171773741145688fb9b50c4890ee71_187) | | |

| [Human Capital](#i76171773741145688fb9b50c4890ee71_190) | | | | | | [283](#i76171773741145688fb9b50c4890ee71_190) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_247) | | | Part II. Item 6. | | | [337](#i76171773741145688fb9b50c4890ee71_247) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_307) | | | Part II. Item 6. | | | [363](#i76171773741145688fb9b50c4890ee71_307) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_355) | | | Part II. Item 6. | | | [385](#i76171773741145688fb9b50c4890ee71_355) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_406) | | | Part II. Item 6. | | | [407](#i76171773741145688fb9b50c4890ee71_406) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_460) | | | Part II. Item 6. | | | [429](#i76171773741145688fb9b50c4890ee71_460) | | |

| [Selected Financial Data - Five-Year Comparison](#i76171773741145688fb9b50c4890ee71_508) | | | Part II. Item 6. | | | [453](#i76171773741145688fb9b50c4890ee71_508) | | |

| [Properties](#i76171773741145688fb9b50c4890ee71_511) | | | Part I. Item 2. | | | [454](#i76171773741145688fb9b50c4890ee71_511) | | |

| [Selected Financial Data](#i76171773741145688fb9b50c4890ee71_529) | | | Part II. Item 6. | | | [457](#i76171773741145688fb9b50c4890ee71_529) | | |

| [Exhibit Index](#i76171773741145688fb9b50c4890ee71_586) | | | | | | [520](#i76171773741145688fb9b50c4890ee71_586) | | |

| [Signatures](#i76171773741145688fb9b50c4890ee71_622) | | | | | | [534](#i76171773741145688fb9b50c4890ee71_622) | | |

Separate Item 6, 7, and 8 sections are

- continuing long-term risks and uncertainties associated with the termination of the System Agreement in 2016, including the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators;

None.

ENTERGY ARKANSAS, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

2021 Compared to 2020

Net Income

Net income increased $53.3 million primarily due to higher volume/weather and higher retail electric price, partially offset by a higher effective income tax rate, higher depreciation and amortization expenses, and higher other operation and maintenance expenses.

Operating Revenues

Following is an analysis of the change in operating revenues comparing 2021 to 2020:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Amount | | |

| | | | (In Millions) | | |

| 2020 operating revenues | | | $2,084.5 | | |

| Fuel, rider, and other revenues that do not significantly affect net income | | | 170.5 | | |

| Volume/weather | | | 46.4 | | |

| Retail electric price | | | 37.2 | | |

| 2021 operating revenues | | | $2,338.6 | | |

Entergy Arkansas’s results include revenues from rate mechanisms designed to recover fuel, purchased power, and other costs such that the revenues and expenses associated with these items generally offset and do not affect net income.

“Fuel, rider, and other revenues that do not significantly affect net income” includes the revenue variance associated with these items.

The volume/weather variance is primarily due to an increase of 1,531 GWh, or 7%, in billed electricity usage, including an increase in industrial usage and the effect of more favorable weather on residential and commercial sales.

The increase in industrial usage is primarily due to an increase in demand from expansion projects, primarily in the metals industry.

The retail electric price variance is primarily due to an increase in formula rate plan rates effective May 2021.

See Note 2 to the financial statements for further discussion of the 2020 formula rate plan filing.

Entergy Arkansas, LLC and Subsidiaries

Management’s Financial Discussion and Analysis

Billed electric energy sales for Entergy Arkansas for the years ended December 31, 2021 and 2020 are as follows:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | | % Change | | |

| | | | (GWh) | | | | | | | | | | | | | | |

| Residential | | | 8,054 | | | | | | 7,584 | | | | | | 6 | | |

| Commercial | | | 5,492 | | | | | | 5,356 | | | | | | 3 | | |

| Industrial | | | 8,509 | | | | | | 7,586 | | | | | | 12 | | |

| Governmental | | | 225 | | | | | | 223 | | | | | | 1 | | |

| Total retail | | | 22,280 | | | | | | 20,749 | | | | | | 7 | | |

| Sales for resale: | | | | | | | | | | | | | | | | | |

| Associated companies | | | 2,254 | | | | | | 1,659 | | | | | | 36 | | |

| Non-associated companies | | | 6,151 | | | | | | 4,198 | | | | | | 47 | | |

| Total | | | 30,685 | | | | | | 26,606 | | | | | | 15 | | |

| Leo P. Denault (a) | | | | | | [removed: 61] [added: 62] | | | | | | Chairman of the Board and Chief Executive Officer of Entergy Corporation | | | | | | 2013-Present | | |

| A. Christopher Bakken, III (a) | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Nuclear Officer of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and System Energy | | | | | | 2016-Present | | |

| Marcus V. Brown (a) | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and General Counsel of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy | | | | | | 2013-Present | | |

| Andrew S. Marsh (a) | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and Chief Financial Officer of Entergy Corporation | | | | | | 2013-Present | | |

| Roderick K. West (a) | | | | | | [removed: 52] [added: 53] | | | | | | Group President Utility Operations of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas | | | | | | 2017-Present | | |

| Paul D. Hinnenkamp (a) | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Operating Officer of Entergy Corporation | | | | | | 2017-Present | | |

| Kathryn A. Collins | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President and Chief Human Resources Officer, Entergy Corporation | | | | | | 2020-Present | | |

| Julie E. Harbert (a) | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President, Corporate Business Services of Entergy Corporation | | | | | | 2019-Present | | |

| Kimberly A. Fontan (a) | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy | | | | | | 2019-Present | | |

| Peter S. Norgeot, Jr. (a) | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President, Transformation of Entergy Corporation | | | | | | 2018-Present | | |

Each officer’s age and title are provided as of December 31, [removed: 2020.][added: 2021.]

| | | | | | | | | | | | | Project Director, Hinkley Point C of EDF Energy | | | | | | 2009-2016 | | |

| | | | | | | | | | | | | Chief Administrative Officer of Entergy Corporation | | | | | | 2010-2016 | | |

| | | | | | | | | | | | | Senior Vice President, Capital Project Management and Technology of Entergy Services, Inc. | | | | | | 2015 | | |

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 22,817] [added: 21,707] stockholders of record of Entergy Corporation.

| [removed: 10/01/2020] [added: 10/01/2021] - [removed: 10/31/2020] [added: 10/31/2021] | | | | | | | | | — | | | | | | $— | | | | | | — | | | | | | $350,052,918 | | |

| [removed: 11/01/2020] [added: 11/01/2021] - [removed: 11/30/2020] [added: 11/30/2021] | | | | | | | | | — | | | | | | $— | | | | | | — | | | | | | $350,052,918 | | |

| [removed: 12/01/2020] [added: 12/01/2021] - [removed: 12/31/2020] [added: 12/31/2021] | | | | | | | | | — | | | | | | $— | | | | | | — | | | | | | $350,052,918 | | |

In addition, in the first quarter [removed: 2020,] [added: 2021,] Entergy withheld [removed: 151,159] [added: 81,434] shares of its common stock at [removed: $126.31] [added: $95.12] per share, [removed: 79,153] [added: 40,476] shares of its common stock at [removed: $129.55] [added: $95.15] per share, [removed: 41,167] [added: 36,804] shares of its common stock at [removed: $131.52] [added: $94.75] per share, [removed: 2,269] [added: 36,347] shares of its common stock at [removed: $124.28] [added: $95.33] per share, [removed: 1,331] [added: 1,188] shares of its common stock at [removed: $123.74] [added: $91.16] per share, [removed: 1,088] [added: 853] shares of its common stock at [removed: $102.93] [added: $96.47] per share, [removed: 441] [added: 719] shares of its common stock at [removed: $132.19] [added: $98.01] per share, [removed: 71] [added: 678] shares of its common stock at [removed: $86.51] [added: $92.70] per share, [removed: 31] [added: 584] shares of its common stock at [removed: $115.90] [added: $94.69] per share, [added: 118 shares of its common stock at $95 per share,] and [removed: 19] [added: 10] shares of its common stock at [removed: $86.74] [added: $95.25] per share to pay income taxes due upon vesting of restricted stock granted and payout of performance units as part of its long-term incentive program.

(2)Maximum amount of shares that may yet be repurchased relates only to the $500 million plan [added: and] does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.

Refer to “SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, LLC AND SUBSIDIARIES, ENTERGY LOUISIANA, LLC AND SUBSIDIARIES, ENTERGY MISSISSIPPI, LLC, ENTERGY NEW ORLEANS, LLC AND SUBSIDIARIES, ENTERGY TEXAS, INC. AND SUBSIDIARIES, and SYSTEM ENERGY RESOURCES, INC.” which follow each company’s financial statements in this report, for information with respect to selected financial data and certain operating statistics.

As of December 31, [removed: 2020,] [added: 2021,] evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually “Registrant” and collectively the “Registrants”) management, including their respective Principal Executive Officers (PEO) and Principal Financial Officers (PFO).

Each Registrant’s internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of each Registrant’s financial statements presented in accordance with generally [removed: accepted accounting principles.]

Each Registrant’s management assessed the effectiveness of each Registrant’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on each management’s assessment and the criteria set forth by the 2013 COSO Framework, each Registrant’s management believes that each Registrant maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Under the supervision and with the participation of each Registrant’s management, including its respective PEO and PFO, each Registrant evaluated changes in internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

We have audited the internal control over financial reporting of Entergy Corporation and Subsidiaries (the “Corporation”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control —Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020] [added: 2021] of the Corporation and our report dated February [removed: 26, 2021] [added: 25, 2022] expressed an unqualified opinion on those consolidated financial statements.

accepted accounting principles.

February 25, 2022

February 26, 2021

PART III

Item 10. Directors, Executive Officers, and Corporate Governance of the Registrants (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Information required by this item concerning directors of Entergy Corporation is set forth under the heading “Proposal 1 – Election of Directors” contained in the Proxy Statement of Entergy Corporation, to be filed in connection with its Annual Meeting of Stockholders to be held May 7, 2021, and is incorporated herein by reference.

All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Position | | | | | | Period | | |

| Entergy Arkansas, LLC | | | | | | | | | | | | | | | | | | | | |

| Directors | | | | | | | | | | | | | | | | | | | | |

| Laura R. Landreaux | | | | | | 47 | | | | | | President and Chief Executive Officer of Entergy Arkansas | | | | | | 2018-Present | | |

| | | | | | | | | | | | | Director of Entergy Arkansas | | | | | | 2018-Present | | |

| | | | | | | | | | | | | Operational Finance Director of Entergy Arkansas | | | | | | 2017-2018 | | |

| | | | | | | | | | | | | Vice President, Regulatory Affairs of Entergy Arkansas | | | | | | 2014-2017 | | |

| Paul D. Hinnenkamp | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Andrew S. Marsh | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Roderick K. West | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Officers | | | | | | | | | | | | | | | | | | | | |

| A. Christopher Bakken, III | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Marcus V. Brown | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Leo P. Denault | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Laura R. Landreaux | | | | | | | | | | | | See information under the Entergy Arkansas Directors Section above. | | | | | | | | |

| Kimberly A. Fontan | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| ENTERGY LOUISIANA, LLC | | | | | | | | | | | | | | | | | | | | |

| Phillip R. May, Jr. | | | | | | 58 | | | | | | President and Chief Executive Officer of Entergy Louisiana | | | | | | 2013-Present | | |

| | | | | | | | | | | | | Director of Entergy Louisiana | | | | | | 2013-Present | | |

| Phillip R. May, Jr. | | | | | | | | | | | | See information under the Entergy Louisiana Directors Section above. | | | | | | | | |

| ENTERGY MISSISSIPPI, LLC | | | | | | | | | | | | | | | | | | | | |

| Haley R. Fisackerly | | | | | | 55 | | | | | | President and Chief Executive Officer of Entergy Mississippi | | | | | | 2008-Present | | |

| | | | | | | | | | | | | Director of Entergy Mississippi | | | | | | 2008-Present | | |

| Haley R. Fisackerly | | | | | | | | | | | | See information under the Entergy Mississippi Directors Section above. | | | | | | | | |

| ENTERGY NEW ORLEANS, LLC | | | | | | | | | | | | | | | | | | | | |

| David D. Ellis | | | | | | 52 | | | | | | President and Chief Executive Officer of Entergy New Orleans | | | | | | 2018-Present | | |

| | | | | | | | | | | | | Director of Entergy New Orleans | | | | | | 2018-Present | | |

| | | | | | | | | | | | | President and Chief Executive Officer, Global Power Technologies | | | | | | 2018 | | |

| | | | | | | | | | | | | Managing Director and Chairman of Comverge International, Inc. | | | | | | 2010-2017 | | |

| David D. Ellis | | | | | | | | | | | | See information under the Entergy New Orleans Directors Section above. | | | | | | | | |

| ENTERGY TEXAS, INC. | | | | | | | | | | | | | | | | | | | | |

| Sallie T. Rainer | | | | | | 58 | | | | | | President and Chief Executive Officer of Entergy Texas | | | | | | 2012-Present | | |

| | | | | | | | | | | | | Director of Entergy Texas | | | | | | 2012-Present | | |

None.

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance of the Registrants (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Information required by this item concerning directors of Entergy Corporation is set forth under the heading “Proposal 1 – Election of Directors” contained in the Proxy Statement of Entergy Corporation, to be filed in connection with its Annual Meeting of Stockholders to be held May 6, 2022, and is incorporated herein by reference.

All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Position | | | | | | Period | | |

| Entergy Arkansas, LLC | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Directors | | | | | | | | | | | | | | | | | | | | |

| Laura R. Landreaux | | | | | | 48 | | | | | | President and Chief Executive Officer of Entergy Arkansas | | | | | | 2018-Present | | |

| | | | | | | | | | | | | Director of Entergy Arkansas | | | | | | 2018-Present | | |

| | | | | | | | | | | | | Operational Finance Director of Entergy Arkansas | | | | | | 2017-2018 | | |

| | | | | | | | | | | | | Vice President, Regulatory Affairs of Entergy Arkansas | | | | | | 2014-2017 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Paul D. Hinnenkamp | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Andrew S. Marsh | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Roderick K. West | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Officers | | | | | | | | | | | | | | | | | | | | |

| A. Christopher Bakken, III | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Marcus V. Brown | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Leo P. Denault | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Laura R. Landreaux | | | | | | | | | | | | See information under the Entergy Arkansas Directors Section above. | | | | | | | | |

| Andrew S. Marsh | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Kimberly A. Fontan | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Roderick K. West | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ENTERGY LOUISIANA, LLC | | | | | | | | | | | | | | | | | | | | |

| Directors | | | | | | | | | | | | | | | | | | | | |

| Phillip R. May, Jr. | | | | | | 59 | | | | | | President and Chief Executive Officer of Entergy Louisiana | | | | | | 2013-Present | | |

| | | | | | | | | | | | | Director of Entergy Louisiana | | | | | | 2013-Present | | |

| | | | | | | | | | | | | | | | | | | | | |

| Paul D. Hinnenkamp | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Andrew S. Marsh | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| Roderick K. West | | | | | | | | | | | | See information under the Information about Executive Officers of Entergy Corporation in Part I. | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Officers | | | | | | | | | | | | | | | | | | | | |

Information concerning compensation earned by the directors and officers of Entergy Corporation is set forth in its [added: 2022 Entergy] Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May [removed: 7, 2021,] [added: 6, 2022,] under the headings “Compensation Discussion and Analysis,” “Annual Compensation Programs Risk Assessment,” [removed: “Executive Compensation] [added: “Compensation] Tables,” “Pay Ratio Disclosure,” [removed: “Our 2021 Director Nominees,”] and [removed: “2020] [added: “2021] Non-Employee Director Compensation,” all of which information is incorporated herein by reference.

This Compensation Discussion and Analysis [added: (“CD&A”)] describes [removed: Entergy Corporation’s] [added: the] executive compensation policies, programs, philosophy and decisions regarding the Named Executive Officers (“NEOs”) for [removed: 2020.][added: 2021.]

It also explains how and why the Personnel Committee of Entergy Corporation’s Board of Directors arrived at the specific compensation decisions involving the NEOs in [removed: 2020] [added: 2021] who were:

| Marcus V. Brown | | | Executive Vice President and General [removed: Counsel] [added: Counsel, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas] | | |

| David D. [removed: Ellis] [added: Ellis(2)] | | | [added: Former] President and Chief Executive Officer, Entergy New Orleans | | |

| Sallie T. [removed: Rainer] [added: Rainer(3)] | | | [added: Former] President and Chief Executive Officer, Entergy Texas | | |

| Roderick K. West | | | Group President, Utility [removed: Operations] [added: Operations, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas] | | |

[removed: Bakken,] Brown, Denault, Marsh, and West hold the positions referenced above as executive officers of Entergy Corporation and are members of Entergy Corporation’s Office of the Chief Executive (“OCE”).

No additional compensation was paid in [removed: 2020] [added: 2021] to any of these officers for their service as NEOs of the Utility operating companies.

- Align the interests of the executives and Entergy Corporation’s investors in its long-term business strategy by directly tying the value of equity-based awards to Entergy Corporation’s stock price performance and relative total shareholder [removed: return.][added: return (“TSR”).]

[removed: Executive Compensation] [added: Compensation] Best [removed: Practices:][added: Practices]

| [removed: ✓] [added: Pay for Performance] | | | [removed: Executive] [added: The executive] compensation programs [added: yield pay outcomes that] are highly correlated [removed: to] [added: with] performance and [removed: focused on] [added: drive] long-term value [removed: creation] [added: creation.] | | | [added: | | | | | |]

| [removed: ✓] [added: Double Trigger Change-in-Control] | | | [removed: Double trigger] [added: The Company requires both a change-in-control and an involuntary termination without cause or voluntary termination with good reason] for cash severance payments and [removed: equity acceleration in the event] [added: vesting] of [removed: a change in control] [added: equity awards.] | | | [added: | | | | | |]

| [removed: ✓] [added: Cap on Incentive Awards for OCE Members] | | | [removed: Maximum] [added: The maximum] payout [added: for members of the OCE is] capped at 200% of [added: the] target [added: opportunity] for [removed: annual incentive awards] [added: the STI] and Long-Term Performance Unit Program [removed: for members of the OCE] [added: (PUP) awards.] | | | [added: | | | | | |]

| [removed: ✓] [added: Long-Term Incentives Paid in Stock] | | | All long-term [removed: incentive compensation is] [added: incentives are] settled in [added: shares of] Entergy [removed: Corporation] common [removed: stock] [added: stock.] | | | [added: | | | | | |]

| [removed: ×] [added: No Tax Gross-Ups] | | | [removed: No] [added: The Company does not provide] tax [removed: “gross up” payments on any executive perquisites for members of the OCE,] [added: gross ups to OCE members,] other than relocation [removed: benefits] [added: benefits.] | | | [added: | | | | | |]

[removed: Financial Measure:] [added: Financial Measure:] Keeping with the [removed: committee’s] [added: Personnel Committee’s] goal of aligning performance measures with financial results that link to externally communicated investor guidance, [removed: ETR] [added: Entergy] Tax Adjusted [removed: earnings per share or ETR] [added: Earnings Per Share (“ETR] Tax Adjusted [removed: EPS will continue to be] [added: EPS”) was] used as the financial measure to determine [removed: 60% of] the EAM.

[added: Cumulative] ETR Adjusted EPS adjusts [removed: Entergy Corporation’s] [added: Entergy’s] as reported (GAAP) [removed: earnings per share] results to eliminate the impact of [removed: its] [added: the] Entergy Wholesale Commodities [removed: business, significant tax items] [added: (“EWC”) business] and other non-routine [removed: items.][added: items, consistent with the manner in which we communicated earnings guidance and outlooks to investors at the time the measure was chosen.]

[removed: To arrive at ETR Tax] [added: This measure is based on the Company’s] Adjusted EPS, [removed: ETR Adjusted EPS] [added: the measure by which the Company provides external guidance, which] is [added: then] adjusted to add back the effect of significant tax [removed: items,] [added: items] and to eliminate the effect of: (i) major storms, including the impact on total debt of pending [removed: securitizations,] [added: securitizations;] (ii) [removed: the] [added: any] resolution [added: during the year] of certain unresolved regulatory litigation matters, (iii) unrealized gains or losses on equity securities, (iv) [removed: potential] effects of federal income tax law [removed: changes,] [added: changes:] and (v) [removed: elective] [added: any adjustments to] contributions to pension [removed: plans] [added: investments] or trusts related to [removed: non-qualified postretirement] [added: post-retirement] benefits that [added: are elective and] deviate from original plan [removed: assumptions.][added: assumptions (collectively, the “Pre-Determined Exclusions”).]

| Diversity, Inclusion & Belonging (DIB) | | | Overall qualitative assessment of DIB key performance indicators assessed in the workforce, workplace and marketplace, informed by quantitative measures; progress on DIB initiatives; and responsiveness to emergent issues. | | | [removed: •Reinforces the] [added: • | | | Reinforces Entergy’s] commitment to be a fair and equitable work environment that is welcoming to all and allows [removed: Entergy Corporation] [added: us] to attract and retain superb talent, allowing [removed: it] [added: the Company] to execute [added: on] its [removed: strategy to be the Premier Utility.] [added: strategy.] | | |

| [removed: •Drives] [added: • | | | Drives] an engaged workforce; customer-centric service and solutions; enhancement of owner value; and community partnerships. | | | | | | | | |

| Environmental Stewardship | | | Assessment of progress toward environmental commitments through performance on key initiatives and Utility CO2 emission rate outcomes. | | | [removed: •Reinforces Entergy Corporation’s] [added: • | | | Reinforces Entergy’s] commitment to long-term sustainability and a reduced impact on the environment. [removed: Ensures accountability for achieving its significant external commitments to reduce carbon emissions.] | | |

| Customer Net Promoter [removed: Score] [added: Score (NPS)] | | | [removed: Utilize quantitative Residential Net Promoter Score benchmark] [added: Customer NPS is determined through a blind] survey [removed: process.] [added: of residential customers who are asked how likely they are to recommend Entergy, on a scale of 1 to 10. The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores less than 6). Minimum performance = 2, target = 9, and maximum performance = 16.] | | | [removed: •Incentivizes] [added: • | | | Incentivizes] actions that drive positive customer outcomes (as measured through customer feedback) including impacts on reliability improvements, responsiveness, continuous improvement and innovation. | | |

| [removed: •Signals] [added: • | | | Signals] overall health and loyalty of [removed: Entergy Corporation’s] [added: our] customer relationship. | | | | | | | | |

[removed: Long-Term] [added: Long-Term] Performance [removed: Incentive Program (“LTIP”).][added: Units]

[added: -] In recent [removed: performance periods, Entergy Corporation has] [added: years, we have] used two financial measures to determine awards under the [removed: LTIP –] [added: PUP —] a cumulative [removed: earnings per share (EPS)] [added: EPS] measure [removed: (most recently cumulative ETR Adjusted EPS)] and relative [removed: total shareholder return (“TSR”).][added: TSR.]

To emphasize the importance of strong [removed: cash generation] [added: credit] for the long-term health of [removed: its] [added: our] business, [removed: Entergy Corporation is replacing] [added: for] the [added: 2021 – 2023 PUP performance period we replaced the] EPS measure with a credit measure – [removed: adjusted] [added: Adjusted] FFO/Debt [removed: ratio for the 2021 – 2023 performance period.][added: Ratio.]

[added: -] The adjusted FFO/Debt ratio is the ratio of:  (i) adjusted funds from operations calculated as operating cash flow adjusted for allowance for funds used during construction, working capital and the effects of securitization revenue, and the [removed: pre-defined exclusions discussed above for the annual incentives;] [added: Pre-Determined Exclusions;] to (ii) total debt, excluding outstanding or pending securitization debt.

[added: -] The Personnel Committee decided to use this ratio because it emphasizes financial stability, noting that a financially healthy utility creates the capacity to make investments on behalf of customers, addresses the needs of [added: our] communities, provides low-cost access to capital [removed: markets] [added: markets,] and promotes employee confidence.

[removed: 2020] [added: 2021] Incentive Payouts

Performance measures and targets for the [removed: 2020 annual incentive] [added: 2021 STI] awards were determined by the Personnel Committee in January [removed: 2020 and the targets and measures for the 2018 – 2020 LTIP performance cycle were][added: 2021.]

In January [removed: 2021,] [added: 2022,] the Personnel Committee certified the results for the [removed: EAM] [added: Entergy Achievement Multiplier (“EAM”)] for the [removed: 2020 annual incentive] [added: 2021 STI] awards and the [removed: 2018] [added: 2019] – [removed: 2020 LTIP] [added: 2021 long-term] performance [removed: cycle.][added: period.]

The [removed: 2020 annual incentive award] [added: 2021 STI] targets and results determined by the Personnel Committee were:

| ETR Tax Adjusted EPS [added: ($)] | | | [removed: $5.60] [added: 60%] | | | [removed: $6.90] [added: 5.95] | | | [added: 6.22 | | | 144% | | |]

| EAM as a percentage of target | | | [added: | | |] 100% | | | [removed: 120%] | | | [added: 125%(3) | | |]

In January [removed: 2018,] [added: 2019,] the Personnel Committee chose relative TSR and Cumulative [added: ETR] Adjusted [removed: Utility, Plant & Other] Earnings Per Share (“Cumulative [added: ETR] Adjusted [removed: UP&O EPS”), each weighted equally,] [added: EPS”)] as the performance measures for the [removed: 2018] [added: 2019] – [removed: 2020 LTIP] [added: 2021] performance [removed: period.][added: period, with relative TSR weighted 80% and Cumulative ETR Adjusted EPS weighted 20%.]

Similar to the way targets are established for the [removed: annual incentive] [added: STI] awards, [added: targets for] the [removed: relative TSR and] Cumulative [added: ETR] Adjusted [removed: UP&O] EPS performance [removed: measures] [added: measure] were established by the Personnel Committee after the Board’s review of [removed: Entergy Corporation’s] [added: the Company’s] strategic plan.

The targets and results for the [removed: 2018] [added: 2019] – [removed: 2020 LTIP] [added: 2021] performance period as determined by the Personnel Committee were:

| Payout (as a percentage of target) | | | 100% | | | [removed: 126%] [added: 120%] | | |

| Compensation Element | | | Form | | | [removed: Performance Metrics] [added: Objective] | | | [removed: Primary Purpose] [added: Metrics/Performance Period] | | | [removed: Vesting Period] | | | Subject to Clawback | | |

In this section Entergy Corporation is also referred to as “Entergy” or the “Company.”

| Deanna D. Rodriguez(2) | | | President and Chief Executive Officer, Entergy New Orleans | | |

| Eliecer Viamontes(3) | | | President and Chief Executive Officer, Entergy Texas | | |

(2)Mr. Ellis is included in the Executive Compensation section of this Form 10-K because he served as President and Chief Executive Officer, Entergy New Orleans for a portion of 2021.

Mr. Ellis currently serves as Entergy Services, Senior Vice President, Chief Customer Officer.

Ms. Rodriguez became President and Chief Executive Officer, Entergy New Orleans in May 2021.

(3)Ms. Rainer is included in the Executive Compensation section of this Form 10-K because she served as President and Chief Executive Officer, Entergy Texas for a portion of 2021.

Ms. Rainer retired in November 2021.

Mr. Viamontes became President and Chief Executive Officer, Entergy Texas in November 2021 upon Ms. Rainer’s retirement.

| Practice | | | Description | | | | | | | | |

| Short and Long-Term Incentive Measures Drive Desired Employee Behaviors | | | Performance measures for the Short-Term Incentive (STI) and Long-Term Incentive programs incentivize employee behaviors that serve the Company’s key stakeholders: | | | | | | | | |

| | | | • | | | Customers – Net Promoter Score (NPS). | | | | | |

| | | | • | | | Employees – Diversity, Inclusion & Belonging (DIB) and Safety. | | | | | |

| | | | • | | | Communities – Environmental Stewardship, DIB. | | | | | |

| | | | • | | | Owners – Earnings Per Share, Credit, TSR. | | | | | |

| Robust Stock Ownership Guidelines | | | The Company requires executive officers to own a significant amount of Entergy stock. | | | | | | | | |

| Rigorous Goals | | | We set financial goals based on externally disclosed annual and multi-year guidance and outlooks, and non-financial goals based on rigorous internal review. | | | | | | | | |

| Clawback Policy | | | This policy allows recovery of incentive cash, equity compensation and severance payments where a payment was based on financial results that were the subject of a material restatement, a material miscalculation of a performance award or an executive officer engaged in fraud that caused or partially caused the need for a restatement or a material miscalculation of a performance award. | | | | | | | | |

| No Hedging of Company Stock | | | Entergy’s directors, executive officers and employees may not directly or indirectly engage in transactions intended to hedge or offset the market value of the Company’s common stock owned by them. | | | | | | | | |

| No Pledging of Company Stock | | | Entergy’s directors and executive officers may not directly or indirectly pledge Entergy common stock as collateral for any obligation. | | | | | | | | |

| Practice | | | Description | | | | | | | | |

| No Dividends on Unearned Performance Awards | | | The Company does not pay dividends on unearned performance awards. | | | | | | | | |

| No Repricing or Exchange of Underwater Stock Options | | | The Company’s equity incentive plan does not permit repricing or the exchange of underwater stock options without the approval of its shareholders. | | | | | | | | |

| No Employment Agreements | | | The Company does not have employment contracts with its executive officers. | | | | | | | | |

| Independent Compensation Consultant | | | The Personnel Committee retains an independent compensation consultant to advise on the executive compensation programs and practices. | | | | | | | | |

| Annual Say-on-Pay | | | The Company values the input of its shareholders on the executive compensation programs. Entergy’s Board seeks an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in the CD&A, tabular disclosure, and related narrative of the Company’s annual proxy statements. | | | | | | | | |

| Annual Compensation Risk Assessment | | | A risk assessment of the compensation programs is performed on an annual basis to ensure that the programs and policies do not incentivize unnecessary or excessive risk-taking behavior. | | | | | | | | |

Targets and measures for the 2019 – 2021 performance cycle for the long-term performance units were established in January 2019.

STI Awards

In January 2021, the Personnel Committee determined that the EAM that would determine the overall funding level for the 2021 STI awards would be based on financial and ESG measures with the financial measure weighted 60% and the ESG measures collectively accounting for the remaining 40%.

ESG Measures: To demonstrate Entergy’s strong commitment to its ESG goals and link executive compensation more directly to the achievement of those objectives, the Personnel Committee decided that 40% of the EAM would be determined on the basis of progress achieved in the following areas, each of which would be weighted equally: Safety; Diversity, Inclusion and Belonging; Environmental Stewardship; and the Customer Net Promoter Score, or NPS.

| STI Performance Goals(1) | | | 2021 Percentage of EAM | | | Target | | | 2021 Results | | | Level of Achievement | | |

| Safety (SIF Rate) | | | 10% | | | 0.03 | | | ___(2) | | | 0% | | |

| Diversity, Inclusion and Belonging | | | 10% | | | Qualitative | | | | | | 110% | | |

| Environmental Stewardship | | | 10% | | | Qualitative | | | | | | 140% | | |

| Customer NPS | | | 10% | | | 9 | | | 11.2 | | | 131% | | |

(1) See “What Entergy Corporation Pays and Why – 2021 Compensation Decisions – STI Compensation – ESG Measures and Targets” for a discussion of the performance assessment of the Diversity, Inclusion and Belonging and Environmental Stewardship performance measures.

(2) Measure defaulted to achievement level of 0% due to one employee and two contractor fatalities in 2021.

2021 SIF results were 0.05 for employees and 0.15 for contractors.

(3) After consideration of individual performance, NEO payouts averaged 124% of target.

References in this section to the “Company” refer to Entergy Corporation.

| A. Christopher Bakken, III | | | Executive Vice President, Nuclear Operations/Chief Nuclear Officer | | |

Entergy Corporation regularly reviews its executive compensation programs to align them with commonly viewed best practices in the market and to reflect feedback from discussions with Entergy Corporation’s investors on executive compensation.

| What Entergy Corporation Does | | | | | |

| ✓ | | | Clawback policy | | |

| ✓ | | | Rigorous goal setting aligned with externally disclosed annual and multi-year financial targets | | |

| ✓ | | | Minimum vesting periods for equity-based awards | | |

| ✓ | | | Long-term compensation mix weighted more toward performance units than service-based equity awards | | |

| ✓ | | | Rigorous stock ownership and share retention requirements | | |

| ✓ | | | Annual Say on Pay vote | | |

| ✓ | | | Annual Compensation Risk Assessment | | |

| What Entergy Corporation Doesn’t Do | | | | | |

| × | | | No 280G tax “gross up” payments in the event of a change in control | | |

| × | | | No option repricing or cash buy-outs for underwater options without shareholder approval | | |

| × | | | No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval | | |

| × | | | No unusual or excessive perquisites | | |

| × | | | No hedging or pledging of Entergy Corporation common stock | | |

| × | | | No fixed term employment agreements | | |

| × | | | No new officer participation in the System Executive Retirement Plan | | |

| × | | | No grants of supplemental service credit to newly-hired officers under any of Entergy Corporation’s non-qualified retirement plans | | |

The Personnel Committee oversees the executive compensation programs and policies with the advice of its independent compensation consultant and support from Entergy Corporation’s management team.

| Personnel Committee | | | • | | | The Personnel Committee is responsible for the review and approval of all aspects of the executive compensation programs and policies. | | | | | |

| • | | | Among its duties, the Personnel Committee is responsible for approving the compensation for all members of the OCE, including: | | | | | | | | |

| | | | • | | | Annual review of the compensation elements and mix of elements for the following year; | | | | | |

| | | | • | | | Annual review and approval of incentive program design, goals and objectives for alignment with Entergy Corporation’s compensation and business strategies; | | | | | |

| | | | • | | | Evaluation of Company and individual performance results in light of these goals and objectives; | | | | | |

| | | | • | | | Evaluation of the competitiveness of each executive officer’s total compensation package; | | | | | |

| | | | • | | | Approval of any changes to its executive officers’ compensation, including but not limited to, base salary, annual and long-term incentive award opportunities and retention programs; | | | | | |

| | | | • | | | Evaluation of the performance of Entergy Corporation’s Chairman and Chief Executive Officer; and | | | | | |

| | | | • | | | Reporting, at least annually, to the Entergy Corporation Board of Directors on succession planning. | | | | | |

| • | | | The Personnel Committee also receives reports and engages on other significant matters affecting the general employee population, including workforce diversity, inclusion and belonging, organizational health and safety. | | | | | | | | |

| • | | | The Personnel Committee has the sole authority to hire its compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance and terminate its engagement. | | | | | | | | |

| Management | | | • | | | Entergy Corporation’s Chief Executive Officer and Chief Human Resources Officer (CHRO) work closely with the Personnel Committee in managing the executive compensation programs and attend meetings of the Personnel Committee. Mr. Denault and the CHRO, Kathryn Collins since she joined Entergy Corporation, attended all of the Personnel Committee meetings held in 2020. | | | | | |

| • | | | The Chief Executive Officer reviews with the committee the performance of the members of the OCE other than himself and makes recommendations to the committee regarding compensation for these executive officers. | | | | | | | | |

| Independent Compensation Consultant | | | • | | | During 2020, Pay Governance, LLC (“Pay Governance”) assisted the Personnel Committee with its responsibilities related to Entergy Corporation’s executive compensation programs. | | | | | |

| • | | | Pay Governance: | | | | | | | | |

| | | | • | | | Regularly attended meetings of the committee; | | | | | |

| | | | • | | | Conducted studies of competitive compensation practices; | | | | | |

| | | | • | | | Identified Entergy Corporation’s market surveys and proxy peer group; | | | | | |

| | | | • | | | Provided updates on executive compensation trends and regulatory developments; | | | | | |

Entergy Corporation owns 100% of the outstanding common stock of [removed: registrant] Entergy Texas and indirectly 100% of the outstanding common membership interests of [removed: registrants] Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

The information with respect to [added: (i) the beneficial ownership of Entergy Corporation’s directors and NEOs is included under the heading “Entergy Share Ownership - Directors and Executive Officers;” and (ii)] persons known by Entergy Corporation to be beneficial owners of more than 5% of Entergy Corporation’s outstanding common stock is included under the heading “Entergy Share Ownership - Beneficial Owners of More Than Five Percent of Entergy Common Stock” in the [added: 2022] Entergy [removed: Corporation] Proxy Statement, which information is incorporated herein by reference.

The following table sets forth the beneficial ownership of common stock of Entergy Corporation and stock-based units as of January 31, [removed: 2021] [added: 2022] for [removed: all] [added: the] directors and [removed: NEOs.][added: NEOs of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas.]

| Name | | | | | | Shares [removed: (1)(2)] [added: (1)] | | | | | | Options Exercisable Within 60 Days | | | | | | Stock Units [removed: (3)] [added: (2)] | | |

| All directors and executive officers as a group [removed: (20] [added: (8] persons) | | | | | | [removed: 680,178] [added: 611,534] | | | | | | [removed: 1,429,697] [added: 1,684,959] | | | | | | [removed: 5,599] [added: —] | | |

| All directors and executive officers as a group (8 persons) | | | | | | [removed: 556,160] [added: 632,257] | | | | | | [removed: 1,390,535] [added: 1,691,865] | | | | | | [removed: —] [added: 14] | | |

| Phillip R. May, Jr.* | | | | | | [removed: 23,383] [added: 26,347] | | | | | | [removed: 8,833] [added: 16,163] | | | | | | [removed: 13] [added: 14] | | |

| All directors and executive officers as a group [removed: (8] [added: (7] persons) | | | | | | [removed: 573,865] [added: 586,042] | | | | | | [removed: 1,394,535] [added: 1,620,860] | | | | | | [removed: 13] [added: —] | | |

| All directors and executive officers as a group [removed: (7] [added: (8] persons) | | | | | | [removed: 540,127] [added: 588,917] | | | | | | [removed: 1,356,003] [added: 1,618,289] | | | | | | — | | |

| All directors and executive officers as a group [removed: (7] [added: (8] persons) | | | | | | [removed: 535,699] [added: 595,146] | | | | | | [removed: 1,354,502] [added: 1,629,094] | | | | | | — | | |

[removed: (3)Represents] [added: (2)Represents] the balances of phantom units each director or executive holds under the defined contribution restoration plan and the deferral provisions of Entergy Corporation’s equity ownership plans.

The following table summarizes the equity compensation plan information as of December 31, [removed: 2020.][added: 2021.]

(1)Includes the [removed: 2007 Equity Ownership Plan, the] 2011 Equity Ownership Plan, the 2015 Equity Plan, and the 2019 Omnibus Incentive Plan.

The [removed: 2007 Equity Ownership Plan, the] 2011 Equity Ownership Plan, the 2015 Equity Plan, and the 2019 Omnibus Incentive Plan (collectively, the “Plans”) are administered by the Personnel Committee of the [added: Entergy Corporation] Board of Directors (other than with respect to awards granted to non-employee directors, which awards are administered by the entire Board of Directors).

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| | | | | | | | | | | | | | | | | | | | | |

| Marcus V. Brown | | | | | | 23,211 | | | | | | 63,664 | | | | | | — | | |

| Leo P. Denault | | | | | | 362,159 | | | | | | 1,033,899 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 104,473 | | | | | | 307,966 | | | | | | — | | |

| Laura R. Landreaux* | | | | | | 5,624 | | | | | | 9,257 | | | | | | — | | |

| Roderick K. West* | | | | | | 43,811 | | | | | | 69,784 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Marcus V. Brown | | | | | | 23,211 | | | | | | 63,664 | | | | | | — | | |

| Leo P. Denault | | | | | | 362,159 | | | | | | 1,033,899 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 104,473 | | | | | | 307,966 | | | | | | — | | |

| Roderick K. West* | | | | | | 43,811 | | | | | | 69,784 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Marcus V. Brown | | | | | | 23,211 | | | | | | 63,664 | | | | | | — | | |

| Leo P. Denault | | | | | | 362,159 | | | | | | 1,033,899 | | | | | | — | | |

| Haley R. Fisackerly* | | | | | | 7,424 | | | | | | 10,567 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 104,473 | | | | | | 307,966 | | | | | | — | | |

| Roderick K. West* | | | | | | 43,811 | | | | | | 69,784 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Name | | | | | | Shares (1) | | | | | | Options Exercisable Within 60 Days | | | | | | Stock Units (2) | | |

| Marcus V. Brown | | | | | | 23,211 | | | | | | 63,664 | | | | | | — | | |

| Leo P. Denault | | | | | | 362,159 | | | | | | 1,033,899 | | | | | | — | | |

| David D. Ellis* | | | | | | 3,060 | | | | | | 7,996 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 104,473 | | | | | | 307,966 | | | | | | — | | |

| Deanna D. Rodriguez* | | | | | | 7,239 | | | | | | — | | | | | | | | |

| Roderick K. West* | | | | | | 43,811 | | | | | | 69,784 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Marcus V. Brown | | | | | | 23,211 | | | | | | 63,664 | | | | | | — | | |

| Leo P. Denault | | | | | | 362,159 | | | | | | 1,033,899 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 104,473 | | | | | | 307,966 | | | | | | — | | |

| Sallie T. Rainer* | | | | | | 12,449 | | | | | | 17,357 | | | | | | — | | |

| Entergy Corporation | | | | | | | | | | | | | | | | | | | | |

| A. Christopher Bakken, III | | | | | | 18,115 | | | | | | 35,399 | | | | | | — | | |

| Marcus V. Brown | | | | | | 38,813 | | | | | | 34,930 | | | | | | — | | |

| John R. Burbank* | | | | | | 3,353 | | | | | | — | | | | | | 563 | | |

| Patrick J. Condon* | | | | | | 9,333 | | | | | | — | | | | | | — | | |

| Leo P. Denault* | | | | | | 324,528 | | | | | | 899,634 | | | | | | — | | |

| Kirkland H. Donald* | | | | | | 8,590 | | | | | | — | | | | | | 3,668 | | |

| Brian W. Ellis* | | | | | | 64 | | | | | | | | | | | | | | |

| Philip L. Frederickson* | | | | | | 7,889 | | | | | | — | | | | | | 805 | | |

| Alexis M. Herman* | | | | | | 14,780 | | | | | | — | | | | | | — | | |

| M. Elise Hyland* | | | | | | 1,663 | | | | | | | | | | | | 563 | | |

| Stuart L. Levenick* | | | | | | 22,920 | | | | | | — | | | | | | — | | |

| Blanche L. Lincoln* | | | | | | 16,654 | | | | | | — | | | | | | — | | |

| Andrew S. Marsh | | | | | | 90,482 | | | | | | 281,147 | | | | | | — | | |

| Karen A. Puckett* | | | | | | 9,333 | | | | | | — | | | | | | — | | |

| Roderick K. West | | | | | | 33,757 | | | | | | 37,517 | | | | | | — | | |

| Leo P. Denault | | | | | | 324,528 | | | | | | 899,634 | | | | | | — | | |

| Andrew S. Marsh* | | | | | | 90,482 | | | | | | 281,147 | | | | | | — | | |

| Laura R. Landreaux* | | | | | | 5,678 | | | | | | 4,833 | | | | | | — | | |

| Roderick K. West* | | | | | | 33,757 | | | | | | 37,517 | | | | | | — | | |

| Haley R. Fisackerly* | | | | | | 7,760 | | | | | | 5,700 | | | | | | — | | |

| David D. Ellis* | | | | | | 3,332 | | | | | | 4,199 | | | | | | — | | |

| Sallie T. Rainer* | | | | | | 13,437 | | | | | | 12,566 | | | | | | — | | |

| All directors and executive officers as a group (7 persons) | | | | | | 545,804 | | | | | | 1,362,869 | | | | | | — | | |

(2)For the non-employee directors, the balances include phantom units that are issued under the Service Recognition Program.

All non-employee directors are credited with phantom units for each year of service on the Entergy Corporation Board.

These phantom units do not have voting rights or accrue dividends, and will be settled in shares of Entergy Corporation common stock following the non-employee director’s separation from the Board.

Messrs.

Donald and Frederickson have deferred receipt of some of their quarterly stock grants.

The deferred shares will be settled in cash in an amount equal to the market value of Entergy Corporation common stock at the end of the deferral period.

| Equity compensation plans approved by security holders (1) | | | | | | 2,399,379 | | | | | | $89.63 | | | | | | 6,108,451 | | |

| Total | | | | | | 2,399,379 | | | | | | $89.63 | | | | | | 6,108,451 | | |

The 2007 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 12, 2006, and only applied to awards granted between January 1, 2007 and May 5, 2011.

Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] by Deloitte & Touche LLP [added: (PCAOB ID No. 34)] were as follows:

| Total audit and audit-related fees | | | [removed: 10,109,550] [added: 10,664,175] | | | | | | [removed: 9,485,000] [added: 10,109,550] | | |

| All Other Fees (b) | | | [removed: 183,060] [added: 392,895] | | | | | | [removed: 31,835] [added: 183,060] | | |

| Total Fees (c) | | | [removed: $10,292,610] [added: $11,057,070] | | | | | | [removed: $9,516,835] [added: $10,292,610] | | |

| Audit Fees | | | [removed: $1,137,507] [added: $1,086,857] | | | | | | [removed: $1,015,125] [added: $1,137,507] | | |

| Audit-Related Fees (a) | | | [removed: —] [added: 212,896] | | | | | | — | | |

| Total audit and audit-related fees | | | [removed: 1,137,507] [added: 1,086,857] | | | | | | [removed: 1,015,125] [added: 1,137,507] | | |

| Total Fees (c) | | | [removed: $1,137,507] [added: $1,086,857] | | | | | | [removed: $1,015,125] [added: $1,137,507] | | |

| [removed: Audit-Related] [added: Audit] Fees [removed: (a)] | | | [removed: 360,000] [added: $9,030,000] | | | | | | [removed: 360,000] [added: $9,200,000] | | |

| Total audit and audit-related fees | | | [removed: 2,662,851] [added: 2,946,806] | | | | | | [removed: 2,231,918] [added: 2,662,851] | | |

| Total Fees (c) | | | [removed: $2,662,851] [added: $2,946,806] | | | | | | [removed: $2,231,918] [added: $2,662,851] | | |

| Audit Fees | | | [removed: $982,507] [added: $1,121,857] | | | | | | [removed: $1,005,125] [added: $982,507] | | |

| Total audit and audit-related fees | | | [removed: 982,507] [added: 1,121,857] | | | | | | [removed: 1,005,125] [added: 982,507] | | |

| Total Fees (c) | | | [removed: $982,507] [added: $1,121,857] | | | | | | [removed: $1,005,125] [added: $982,507] | | |

| Audit Fees | | | [removed: $1,027,507] [added: $1,096,857] | | | | | | [removed: $950,125] [added: $1,027,507] | | |

| Total audit and audit-related fees | | | [removed: 1,027,507] [added: 1,309,753] | | | | | | [removed: 950,125] [added: 1,027,507] | | |

| Total Fees (c) | | | [removed: $1,027,507] [added: $1,309,753] | | | | | | [removed: $950,125] [added: $1,027,507] | | |

| Total audit and audit-related fees | | | [removed: 1,258,220] [added: 1,384,044] | | | | | | [removed: 1,165,125] [added: 1,258,220] | | |

| Total Fees (c) | | | [removed: $1,258,220] [added: $1,384,044] | | | | | | [removed: $1,165,125] [added: $1,258,220] | | |

| Audit Fees | | | [removed: $1,017,507] [added: $1,046,857] | | | | | | [removed: $930,125] [added: $1,017,507] | | |

| Total audit and audit-related fees | | | [removed: 1,017,507] [added: 1,046,857] | | | | | | [removed: 930,125] [added: 1,017,507] | | |

| Total Fees (c) | | | [removed: $1,017,507] [added: $1,046,857] | | | | | | [removed: $930,125] [added: $1,017,507] | | |

(b)Includes fees for cybersecurity [removed: assessment] [added: assessment, ethics] and [added: compliance assessment, and] license fee for accounting research tool.

(c)100% of fees paid in [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were pre-approved by the Entergy Corporation Audit Committee.

The additional information required by this item will be set forth under Director Independence and Review and Approval of Related Persons Transactions in the 2022 Entergy Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 6, 2022, which is incorporated herein by reference.

| | | | 2021 | | | | | | 2020 | | |

| Audit-Related Fees (a) | | | 1,634,175 | | | | | | 909,550 | | |

| Audit Fees | | | $2,163,714 | | | | | | $2,225,014 | | |

| Audit-Related Fees (a) | | | 783,092 | | | | | | 437,837 | | |

| | | | 2021 | | | | | | 2020 | | |

| Audit Fees | | | $1,131,857 | | | | | | $1,212,507 | | |

| Audit-Related Fees (a) | | | 252,187 | | | | | | 45,713 | | |

For information regarding certain relationship, related transactions and director independence of Entergy Corporation, see the Entergy Corporation Proxy Statement under the headings “Corporate Governance - Director Independence” and “Corporate Governance - Corporate Governance Policies - Review and Approval of Related Party Transactions.”

Entergy Corporation’s Board of Directors has adopted a written Related Party Transaction Approval Policy that applies to any transaction or series of transactions in which Entergy Corporation or a subsidiary is a participant:

- When the amount involved exceeds $120,000; and

- When a Related Party (an Entergy Corporation director or executive officer, any nominee for director, any shareholder owning an excess of 5% of the total equity of Entergy Corporation and any immediate family member of any such person) has a direct or indirect material interest in such transaction(s) (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

The policy is administered by Entergy Corporation’s Corporate Governance Committee.

The committee will consider relevant facts and circumstance in determining whether or not to approve or ratify such a transaction, and will approve or ratify only those transactions that are, in the Corporate Governance Committee’s judgment, appropriate or desirable under the circumstances.

The Corporate Governance Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including (i) compensation and related party transactions involving a director or an executive officer solely resulting from service as a director or employment with Entergy Corporation so long as the compensation is approved by the Entergy Corporation Board of Directors (or an appropriate committee); (ii) transactions involving public utility services at rates or charges fixed in conformity with law or governmental authority; or (iii) all business relationships between Entergy Corporation and a Related Party made in the ordinary course of business on terms and conditions generally available in the marketplace an in accordance with applicable law.

To Entergy Corporation’s knowledge, since January 1, 2020, neither Entergy Corporation nor any of its affiliates has participated in any Related Party transaction.

| | | | 2020 | | | | | | 2019 | | |

| Audit Fees | | | $9,323,550 | | | | | | $8,710,000 | | |

| Audit-Related Fees (a) | | | 786,000 | | | | | | 775,000 | | |

| Audit Fees | | | $2,302,851 | | | | | | $1,871,918 | | |

| Audit Fees | | | $1,258,220 | | | | | | $1,165,125 | | |

| | | | Reports of Independent Registered Public Accounting Firm (see page [removed: 542)] [added: 537)] | | |

| | | | Exhibits for Entergy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Exhibit Index (see page [removed: 520] [added: 514] and are incorporated by reference herein). Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index. | | |

| [removed: (a) 1] [added: +(a) 36] -- | | | [removed: [Restated Certificate of Incorporation of] [added: [Retention Agreement effective August 3, 2006 between Leo P. Denault and] Entergy Corporation [removed: dated October 10, 2006 (3(a)] [added: (10(b)] to Form 10-Q for the quarter ended [removed: September] [added: June] 30, 2006 in [removed: 1-11299).](http://www.sec.gov/Archives/edgar/data/7323/000006598406000232/a3a.htm)] [added: 1-11299).](http://www.sec.gov/Archives/edgar/data/7323/000006598406000193/a10b.htm)] | | |

| (g) 1 -- | | | [Amended and Restated Certificate of Formation of Entergy Texas effective August 21, 2019 (3.1 to Form 8-K filed August 21, 2019 in 1-34360),](http://www.sec.gov/Archives/edgar/data/1427437/000006598419000267/a0501931.htm) as amended by [Statement of Resolution Establishing the 5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) of Entergy Texas (3.3 to Form 8-A filed September 4, 2019 in [removed: 1-34360).](http://www.sec.gov/Archives/edgar/data/1427437/000006598419000279/a0551933.htm)] [added: 1-34360)](http://www.sec.gov/Archives/edgar/data/1427437/000006598419000279/a0551933.htm) and by [Statement of Resolution](http://www.sec.gov/Archives/edgar/data/1427437/000006598421000297/a06721exhibit.htm) [Establishing the 5.10% Series B Preferred Stock, Cumulative](http://www.sec.gov/Archives/edgar/data/1427437/000006598421000297/a06721exhibit.htm)[, No Par Value (Liquid](http://www.sec.gov/Archives/edgar/data/1427437/000006598421000297/a06721exhibit.htm)[ation Value $25 Per Share) of Entergy Texas (3.1 to Form 8-K filed November 9, 2021 in 1-34360)](http://www.sec.gov/Archives/edgar/data/1427437/000006598421000297/a06721exhibit.htm).] | | |

| (a) 6 -- | | | [Officer’s Certificate for Entergy Corporation relating to 2.80% Senior [removed: Note](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402a.htm)[s](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402a.htm) [due] [added: Notes due] June 15, 2030 (4.02(a) to Form 8-K filed May 19, 2020 in 1-11299).](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402a.htm) | | |

| (a) 7 -- | | | [Officer’s Certificate for Entergy Corporation relating to 3.75% Senior [removed: Note](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402b.htm)[s](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402b.htm) [due] [added: Notes due] June 15, 2050 (4.02(b) to Form 8-K filed May 19, 2020 in 1-11299).](http://www.sec.gov/Archives/edgar/data/65984/000006598420000176/a03620402b.htm) | | |

| (a) 8 -- | | | [Officer’s Certificate for Entergy Corporation relating to 0.90% Senior [removed: Note](http://www.sec.gov/Archives/edgar/data/65984/000006598420000235/a05620402.htm)[s](http://www.sec.gov/Archives/edgar/data/65984/000006598420000235/a05620402.htm) [due] [added: Notes due] September 15, 2025 (4.02 to Form 8-K filed August 26, 2020 in 1-11299).](http://www.sec.gov/Archives/edgar/data/65984/000006598420000235/a05620402.htm) | | |

| (a) [removed: 9] [added: 11] -- | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement dated as of [removed: September 14, 2018,] [added: June 3, 2021,] among Entergy Corporation, as Borrower, the banks and other financial institutions listed on the signatures pages thereof, as Lenders, Citibank, N.A., as Administrative Agent and LC Issuing Bank, MUFG Bank, Ltd., as LC Issuing Bank, and the other LC Issuing Banks from time to time parties thereto [removed: (4(g)] [added: (4.1] to Form [removed: 10-Q for the quarter ended September 30, 2018] [added: 8-K filed June 3, 2021] in [removed: 1-11299).](http://www.sec.gov/Archives/edgar/data/7323/000006598418000229/exhibit4gq318.htm)] [added: 1-11299).](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352141.htm)] | | |

| [removed: (a) 10] [added: (c) 2] -- | | | [removed: [Extension Agreement, dated September 13, 2019, to Second Amended] [added: [Third](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [Amended] and Restated Credit Agreement dated as [removed: of September 14, 2018,] [added: of](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [June 3](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm)[, 20](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm)[21](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm)[,] among Entergy [removed: Corporation,] [added: Arkansas,] as Borrower, the banks and other financial institutions listed on the signature pages thereof, as Lenders, Citibank, N.A., as Administrative [removed: Agent and LC Issuing Bank, MUFG] [added: Agent, JPMorgan Chase] Bank, [removed: Ltd.,] [added: N.A.,] as LC Issuing Bank, and the other LC Issuing Banks from time to time parties thereto [removed: (4(a) to Form 10-Q for the quarter ended September 30, 2019 in 1-11299).](http://www.sec.gov/Archives/edgar/data/7323/000006598419000316/a4a.htm)] [added: (4](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm)[.2](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [to Form](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [8-K](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [filed](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [June 3, 2021](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm) [in 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352142.htm)] | | |

| *(a) [removed: 11] [added: 12] -- | | | [Description of Entergy Corporation’s securities registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/65984/000006598421000096/a10kex-4a112020.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/65984/000006598422000017/a4a12.htm)] | | |

| (b) [removed: 3] [added: 4] -- | | | [Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (4(b)3 to Form 10-K for the year ended December 31, 2017 in 1-9067).](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4b32017.htm) | | |

| (b) [removed: 4] [added: 6] -- | | | [Loan Agreement, dated as of March 1, 2019, between System Energy and Mississippi Business Finance [removed: Corporation (4(b)] [added: Corporation](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm) [relating] to [added: Revenue Refunding Bonds (System Energy Re](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm)[s](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm)[ources, Inc.](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm) [Project](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm)[)](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm) [S](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm)[e](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm)[ries 2019](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm) [(4(b) to] Form 8-K filed March 28, 2019 in 1-9067).](http://www.sec.gov/Archives/edgar/data/202584/000006598419000127/a026194b.htm) | | |

| (c) 1 -- | | | Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 4(a)-7 in 2-10261 (Seventh); 2(b)-10 in 2-15767 (Tenth); 2(c) in 2-28869 (Sixteenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); [4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirtieth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4c1eaithirtiethsupp.htm) [4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirty-first);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4c1eaithirtyxfirsts.htm) [4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Thirty-ninth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4c1eaithirtyxninths.htm) [4(c)1 to Form 10-K for the year ended December 31, 2017 in 1-10764 (Forty-first);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4c1eaifortyxfirstsu.htm) 4(d)(2) in 33-54298 (Forty-sixth); [C-2 to Form U5S for the year ended December 31,1995 (Fifty-third)](http://www.sec.gov/Archives/edgar/data/65984/0000065984-96-000068.txt); [4(c)1 to Form 10-K for the year ended December 31, 2008 in 1-10764 (Sixty-eighth)](http://www.sec.gov/Archives/edgar/data/7323/000006598409000062/a4c1.htm); [4.06 to Form 8-K filed October 8, 2010 in 1-10764 (Sixty-ninth)](http://www.sec.gov/Archives/edgar/data/7323/000006598410000205/a07310406.htm); [4.06 to Form 8-K filed December 13, 2012 in 1-10764 (Seventy-first)](http://www.sec.gov/Archives/edgar/data/7323/000006598412000280/a07912406.htm); [4(e) to Form 8-K filed January 9, 2013 in 1-10764 (Seventy-second)](http://www.sec.gov/Archives/edgar/data/7323/000006598413000004/a001134e.htm); [4.06 to Form 8-K filed May 30, 2013 in 1-10764 (Seventy-third)](http://www.sec.gov/Archives/edgar/data/7323/000006598413000114/a03013406.htm); [4.05 to Form 8-K filed March 14, 2014 in 1-10764 (Seventy-sixth)](http://www.sec.gov/Archives/edgar/data/7323/000006598414000093/a01014405.htm); [4.05 to Form 8-K filed December 9, 2014 in 1-10764 (Seventy-seventh)](http://www.sec.gov/Archives/edgar/data/7323/000000732314000008/a07114405.htm); [4.05 to Form 8-K filed January 8, 2016 in 1-10764 (Seventy-eighth)](http://www.sec.gov/Archives/edgar/data/7323/000006598416000358/a00516405.htm); [4.05 to Form 8-K filed August 16, 2016 in 1-10764 (Seventy-ninth)](http://www.sec.gov/Archives/edgar/data/7323/000006598416000662/a08916405.htm); [4(a) to Form 10-Q for the quarter ended September 30, 2018 (Eightieth)](http://www.sec.gov/Archives/edgar/data/7323/000006598418000229/exhibit4aq318.htm); [4.1 to Form 8-K12B filed December 3, 2018 in 1-10764 (Eighty-first)](http://www.sec.gov/Archives/edgar/data/7323/000006598418000254/a0581841.htm); [4.39 to Form 8-K filed March 19, 2019 in 1-10764 [removed: (Eighty-second)](http://www.sec.gov/Archives/edgar/data/7323/000006598419000118/a01819439.htm)[;](http://www.sec.gov/Archives/edgar/data/7323/000006598419000118/a01819439.htm) and] [added: (Eighty-second);](http://www.sec.gov/Archives/edgar/data/7323/000006598419000118/a01819439.htm)] [4.49 to Form 8-K [removed: fi](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm)[led](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm) [September] [added: filed September] 11, 2020 in [removed: 1-](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm)[1](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm)[0764](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm) [(Eighty-third)](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm)).] [added: 1-10764 (Eighty-third)](http://www.sec.gov/Archives/edgar/data/7323/000006598420000256/a06120449.htm); and [4.49 to Form](http://www.sec.gov/Archives/edgar/data/7323/000006598421000160/a02321449.htm) [8-K filed March](http://www.sec.gov/Archives/edgar/data/7323/000006598421000160/a02321449.htm) [30, 2021 in 1-10764 (Ei](http://www.sec.gov/Archives/edgar/data/7323/000006598421000160/a02321449.htm)[ghty-fourth)](http://www.sec.gov/Archives/edgar/data/7323/000006598421000160/a02321449.htm)).] | | |

| [removed: (c) 2] [added: (g) 9] -- | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement dated as of [removed: September 14, 2018,] [added: June 3, 2021,] among Entergy [removed: Arkansas,] [added: Texas,] as Borrower, the banks and other financial institutions listed on the signature pages thereof, as Lenders, Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., [added: BNP Paribas, Mizuho Bank, Ltd., and The Bank of Nova Scotia,] as LC Issuing [removed: Bank,] [added: Banks,] and the other LC Issuing Banks from time to time parties thereto [removed: (4(h)] [added: (4.4] to Form [removed: 10-Q for the quarter ended September 30, 2018] [added: 8-K filed June 3, 2021] in [removed: 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598418000229/exhibit4hq318.htm)] [added: 1-34360).](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352144.htm)] | | |

| [removed: (c) 3] [added: (f) 2] -- | | | [removed: [Borrower Assumption Agreement dated as of November 30, 2018 of Entergy Arkansas Power, LLC under the Second] [added: [Third] Amended and Restated Credit Agreement dated as of [removed: September 14, 2018,] [added: June 22, 2021,] among Entergy [removed: Arkansas,] [added: New Orleans,] as Borrower, the banks and other financial institutions listed on the signature pages thereof, as Lenders, [removed: Citibank,] [added: Bank of America,] N.A., as Administrative [removed: Agent, JPMorgan Chase Bank, N.A., as] [added: Agent and] LC Issuing Bank, and the other LC Issuing Banks from time to time parties thereto [removed: (4.2] [added: (4] to Form [removed: 8-K12B] [added: 8-K] filed [removed: December 3, 2018] [added: June 22, 2021] in [removed: 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598418000254/a0581842.htm)] [added: 1-35747).](http://www.sec.gov/Archives/edgar/data/71508/000006598421000214/a03921ca.htm)] | | |

| [removed: (c) 4] [added: (d) 2] -- | | | [removed: [Extension Agreement, dated September 13, 2019, to Second] [added: [Third] Amended and Restated Credit Agreement dated as of [removed: September 14, 2018, as supplemented by the Borrower Assumption Agreement of Entergy Arkansas Power, LLC dated as of November 30, 2018,] [added: June 3, 2021,] among Entergy [removed: Arkansas,] [added: Louisiana,] as Borrower, the banks and other financial institutions listed on the signature pages thereof, as Lenders, Citibank, N.A., as Administrative Agent, [removed: JPMorgan Chase] [added: Wells Fargo] Bank, [removed: N.A.,] [added: National Association and BNP Paribas,] as LC Issuing [removed: Bank,] [added: Banks,] and the other LC Issuing Banks from time to time parties thereto [removed: (4(b)] [added: (4.3] to Form [removed: 10-Q for the quarter ended September 30, 2019] [added: 8-K filed June 3, 2021] in [removed: 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598419000316/a4b.htm)] [added: 1-32718).](http://www.sec.gov/Archives/edgar/data/7323/000006598421000200/a0352143.htm)] | | |

| (c) [removed: 5] [added: 3] -- | | | [Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (4(c)9 to Form 10-K for the year ended December 31, 2017 in 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4c92017.htm) | | |

| [removed: (c) 6] [added: (b) 8] -- | | | [Loan Agreement, dated as of [removed: January] [added: June] 1, [removed: 2013,] [added: 2021,] between [removed: Independence County, Arkansas] [added: the Mississippi Business Finance Corporation] and [removed: Entergy Arkansas] [added: System Energy Resources, Inc.] relating [removed: to Revenue] [added: to](http://www.sec.gov/Archives/edgar/data/202584/000006598421000210/a038214d.htm) [Revenue] Refunding Bonds [removed: (Entergy Arkansas,] [added: (System Energy Resources,] Inc. Project) Series [removed: 2013] [added: 2021] (4(d) to Form 8-K filed [removed: January 9, 2013] [added: June 15, 2021] in [removed: 1-10764).](http://www.sec.gov/Archives/edgar/data/7323/000006598413000004/a001134d.htm)] [added: 1-09067).](http://www.sec.gov/Archives/edgar/data/202584/000006598421000210/a038214d.htm)] | | |

| *(c) [removed: 7] [added: 4] -- | | | [Description of Entergy Arkansas’s securities registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/65984/000006598421000096/a10kex-4c72020.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/65984/000006598422000017/a4c4.htm)] | | |

| (d) 1 -- | | | Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by the following Supplemental Indentures: (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Sixth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1ellsixthsuppleme.htm) 2(c) in 2-34659 (Twelfth); [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Thirteenth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1ellthirteenthsup.htm) 2(b)-2 in 2-38378 (Fourteenth); [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-first);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1elltwentyxfirsts.htm) [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-fifth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1elltwentyxfifths.htm) [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Twenty-ninth);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1elltwentyxninths.htm) [4(d)1 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Forty-second);](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d1ellfortyxseconds.htm) [A-2(a) to Rule 24 Certificate filed April 4, 1996 in 70-8487 (Fifty-first)](http://www.sec.gov/Archives/edgar/data/60527/0000065984-96-000057.txt); [B-4(i) to Rule 24 Certificate filed January 10, 2006 in 70-10324 (Sixty-third)](http://www.sec.gov/Archives/edgar/data/60527/000006598406000033/a00506b4i.htm); [B-4(ii) to Rule 24 Certificate filed January 10, 2006 in 70-10324 (Sixty-fourth)](http://www.sec.gov/Archives/edgar/data/60527/000006598406000033/a00506b4ii.htm); [4(a) to Form 10-Q for the quarter ended September 30, 2008 in 1-32718 (Sixty-fifth)](http://www.sec.gov/Archives/edgar/data/7323/000006598408000164/a4a.htm); [4(e)1 to Form 10-K for the year ended December 31, 2009 in 1-132718 (Sixty-sixth)](http://www.sec.gov/Archives/edgar/data/7323/000006598410000035/a4e1.htm); [4.08 to Form 8-K filed September 24, 2010 in 1-32718 (Sixty-eighth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598410000196/a06410408.htm); [removed: [4.08 to Form 8-K filed March 24, 2011 in 1-32718 (Seventy-first)](http://www.sec.gov/Archives/edgar/data/1348952/000006598411000056/a01111si.htm);] [4(a) to Form 10-Q for the quarter ended June 30, 2011 in 1-32718 (Seventy-second)](http://www.sec.gov/Archives/edgar/data/7323/000006598411000124/a04011a4a.htm); [4.08 to Form 8-K filed December 4, 2012 in 1-32718 (Seventy-sixth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598412000243/a06812408.htm); [4.08 to Form 8-K filed August 23, 2013 in 1-32718 (Seventy-eighth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598413000190/a05713408.htm); [4.08 to Form 8-K filed June 24, 2014 in 1-32718 (Seventy-ninth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598414000201/a03814408.htm); [4.08 to Form 8-K filed July 1, 2014 in 1-32718 (Eightieth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598414000216/a04914408.htm); [4.08 to Form 8-K filed November 21, 2014 (Eighty-first)](http://www.sec.gov/Archives/edgar/data/1348952/000134895214000015/a06714408.htm); [4.1 to Form 8-K12B filed October 1, 2015 (Eighty-second)](http://www.sec.gov/Archives/edgar/data/1348952/000006598415000284/a0581541.htm); [removed: [4(g) to Form 8-K filed March 18, 2016 in 1-32718 (Eighty-third)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000494/a028164g.htm);] [4.33 to Form 8-K filed March 24, 2016 in 1-32718 (Eighty-fourth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000504/a03216433.htm); [4.33 to Form 8-K filed August 17, 2016 in 1-32718 (Eighty-sixth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000668/a09216433.htm); [4.43 to Form 8-K filed October 4, 2016 in 1-32718 (Eighty-seventh)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000708/a10416443.htm); [4.43 to Form 8-K filed May 23, 2017 in 1-32718 (Eighty-eighth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598417000141/a03017443.htm); [4.43 to Form 8‑K filed March 23, 2018 in 1-32718 (Eighty-ninth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000109/a01518443.htm); [4.43 to Form 8-K filed August 14, 2018 in 1-32718 (Ninetieth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000204/a04618443.htm); [4.43 to Form 8-K filed March 12, 2019 in 1-32718 (Ninety-first)](http://www.sec.gov/Archives/edgar/data/1348952/000006598419000107/a01419443.htm); [removed: [4.53](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820453.htm) [](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820453.htm)[to Form](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820453.htm) [8-K] [added: [4.53 to Form 8-K] filed March 6, 2020 in 1-32718 (Ninety-second)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820453.htm); [4.53(b) to Form 8-K filed November 13, 2020 in [removed: 1-](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm)[32718 (](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm)[N](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm)[inety-third](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm)[)](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm); and] [added: 1-32718 (Ninety-third)](https://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620453b.htm);] [4.53 to Form 8-K filed November 24, 2020 in 1-32718 [removed: (Ninety-fourth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000309/a08020453.htm)).] [added: (Ninety-fourth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000309/a08020453.htm); [4.53 to Form 8-K filed March 10, 2021 in 1-32718 (Ninety-fifth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000130/a01621453.htm); and [4.53 to Form 8-K filed October 1, 2021 in 1-32718 (Ninety-sixth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000281/a06321453.htm)).] | | |

| (d) [removed: 7] [added: 9] -- | | | [Loan Agreement, dated as of [removed: March] [added: April] 1, [removed: 2016,] [added: 2021,] between the Louisiana [removed: Public] [added: Local Government Environmental] Facilities [added: and Community Development] Authority and Entergy Louisiana relating to [removed: Refunding] Revenue [added: Refunding] Bonds (Entergy Louisiana, LLC Project) Series [removed: 2016A (4(b)] [added: 2021B (4(e)] to Form 8-K filed [removed: March 18, 2016] [added: April 1, 2021] in [removed: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000494/a028164b.htm)] [added: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214e.htm)] | | |

| (d) [removed: 8] [added: 7] -- | | | [Loan Agreement, dated as [removed: of March 1, 2016, between Louisiana Public] [added: of](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [April](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [1, 20](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[2](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[1](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[, between](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [the](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Louisiana](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Local Gover](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[nment Environmental] Facilities [removed: Authority] and [removed: Entergy Louisiana relating] [added: Community Deve](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[l](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[opment](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Authority and](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Entergy Louisiana](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [relating] to [removed: Refunding Revenue Bonds] [added: R](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[evenue](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Refunding](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [Bonds] (Entergy Louisiana, LLC Project) Series [removed: 2016B (4(d)] [added: 20](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[21A](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [(4(](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[c](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[)] to Form 8-K [removed: filed March 18, 2016 in 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000494/a028164d.htm)] [added: filed](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [April 1](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[, 20](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)[21](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm) [in 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214c.htm)] | | |

| (d) [removed: 9] [added: 11] -- | | | Indenture of Mortgage, dated September 1, 1926, as amended by the following Supplemental Indentures: (7-A-9 in Registration No. 2-6893 (Seventh); [4(d)15 to Form 10-K for the year ended December 31, 2017 in 1-32718 (Eighteenth)](http://www.sec.gov/Archives/edgar/data/7323/000006598418000072/a10kex-4d152017.htm); 2-A-8 in Registration No. 2-66612 (Thirty-eighth); [4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth)](http://www.sec.gov/Archives/edgar/data/7323/0000065984-99-000075.txt); [4(a) to Form 10-Q for the quarter ended September 30, 2009 in 0-20371 (Seventy-seventh)](http://www.sec.gov/Archives/edgar/data/7323/000006598409000219/a4a.htm); [4.07 to Form 8-K filed July 1, 2014 in 0-20371 (Eighty-first)](http://www.sec.gov/Archives/edgar/data/44570/000006598414000215/a04814407.htm); [4.2 to Form 8-K12B filed October 1, 2015 in 1-32718 (Eighty-second)](http://www.sec.gov/Archives/edgar/data/1348952/000006598415000284/a0581542.htm); [4.3 to Form 8-K12B filed October 1, 2015 in 1-32718 (Eighty-third);](http://www.sec.gov/Archives/edgar/data/1348952/000006598415000284/a0581543.htm) [4.42 to Form 8-K filed March 24, 2016 in 1-32718 (Eighty-fourth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000504/a03216442.htm); [4.42 to Form 8-K filed May 19, 2016 in 1-32718 (Eighty-fifth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000568/a05416442.htm); [4.42 to Form 8-K filed August 17, 2016 in 1-32718 (Eighty-sixth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000668/a09216442.htm); [4.42 to Form 8-K filed October 4, 2016 in 1-32718 (Eighty-seventh)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000708/a10416442.htm); [4.42 to Form 8-K filed May 23, 2017 in 1-32718 (Eighty-eighth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598417000141/a03017442.htm); [4.42 to Form 8-K filed March 23, 2018 in 1-32718 (Eighty-ninth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000109/a01518442.htm); [4.42 to Form 8-K filed August 14, 2018 in 1-32718 (Ninetieth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000204/a04618442.htm); [4.42 to Form 8-K filed March 12, 2019 in 1-32718 (Ninety-first)](http://www.sec.gov/Archives/edgar/data/1348952/000006598419000107/a01419442.htm); [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820452.htm)[2](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820452.htm) [to] [added: [4.52 to] Form 8-K filed March 6, 2020 in 1-32718 (Ninety-second)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820452.htm); [removed: and [4.52](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm)[(b)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm) [to] [added: [4.52(b) to] Form 8-K filed [removed: November](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm) [13](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm)[,] [added: November 13,] 2020 in 1-32718 [removed: (](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm)[N](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm)[inety-third)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm)[)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm).] [added: (Ninety-third);](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620452.htm) [4.52 to Form 8-K filed March 10, 2021 in 1-32718 (Ninety-fourth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000130/a01621452.htm); and [4.52 to Form 8-K filed October 1, 2021 in 1-32718 (Ninety-fifth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000281/a06321452.htm)).] | | |

| (d) [removed: 10] [added: 12] -- | | | [Agreement of Resignation, Appointment and Acceptance, dated as of October 3, 2007, among Entergy Gulf States, Inc., JPMorgan Chase Bank, National Association, as resigning trustee, and The Bank of New York, as successor trustee (4(a) to Form 10-Q for the quarter ended September 30, 2007 in 1-27031).](http://www.sec.gov/Archives/edgar/data/7323/000006598407000191/a4a.htm) | | |

| (d) [removed: 11] [added: 13] -- | | | Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015, as amended by the following Supplemental Indentures: [(4.38 in Registration No. 333-190911-07 (Mortgage)](http://www.sec.gov/Archives/edgar/data/7323/000006598415000327/a07315438.htm); [removed: [4(f) to Form 8-K filed March 18, 2016 in 1-32718 (First)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000494/a028164f.htm);] [4.40 to Form 8-K filed March 24, 2016 in 1-32718 (Second)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000504/a03216440.htm); [4(h) to Form 10-Q for the quarter ended March 31, 2016 in 1-32718 (Fourth)](http://www.sec.gov/Archives/edgar/data/7323/000006598416000539/exhibit4hq116.htm); [4.40 to Form 8-K filed May 19, 2016 in 1-32718 (Fifth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000568/a05416440.htm); [4.40 to Form 8-K filed August 17, 2016 in 1-32718 (Sixth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000668/a09216440.htm); [4.41 to Form 8-K filed October 4, 2016 in 1-32718 (Seventh)](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000708/a10416441.htm); [4.41 to Form 8-K filed May 23, 2017 in 1-32718 (Eighth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598417000141/a03017441.htm); [4.41 to Form 8-K filed March 23, 2018 in 1-32718 (Ninth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000109/a01518441.htm); [4.41 to Form 8-K filed August 14, 2018 in 1-32718 (Tenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598418000204/a04618441.htm); [4.41 to Form 8-K filed March 12, 2019 in 1-32718 (Eleventh)](http://www.sec.gov/Archives/edgar/data/1348952/000006598419000107/a01419441.htm); [4.51 to Form 8-K [removed: fi](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[l](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[ed] [added: filed] March 6, [removed: 2](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[020](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm) [](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[i](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[n](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm) [](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm)[1-32718] [added: 2020 in 1-32718] (Twelfth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000103/a00820451.htm); [4.51(b) [removed: to](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm) [Form] [added: to Form] 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm) [November] [added: filed November] 13, 2020 in 1-32718 [removed: (](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm)[T](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm)[hirteenth](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm)[)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm); and] [added: (Thirteenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000295/a07620451.htm);] [4.51 to Form 8-K filed November 24, 2020 in 1-32718 [removed: (Fourteenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000309/a08020451.htm)).] [added: (Fourteenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598420000309/a08020451.htm); [4.51 to Form 8-K filed March 10, 2021 in 1-32718 (Fifteenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000130/a01621451.htm); [4(b) to Form 8-K filed April 1, 2021 in 1-32718 (Sixteenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000162/a028214b.htm); and [4.51 to Form 8-K filed October 1, 2021 in 1-32718 (Seventeenth)](http://www.sec.gov/Archives/edgar/data/1348952/000006598421000281/a06321451.htm);] | | |

| (d) [removed: 12] [added: 14] -- | | | [Officer’s Certificate No. [removed: 1-B-1,] [added: 2-B-2,] dated March [removed: 18,] [added: 17,] 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 [removed: (4(e)] [added: (4.39] to Form 8-K filed March [removed: 18,] [added: 24,] 2016 in [removed: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000494/a028164e.htm)] [added: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000504/a03216439.htm)] | | |

| (d) [removed: 13] [added: 15] -- | | | [Officer’s Certificate No. [removed: 2-B-2,] [added: 4-B-4,] dated [removed: March 17,] [added: May 16,] 2016, supplemental to Mortgage and Deed of Trust of Entergy Louisiana, dated as of November 1, 2015 (4.39 to Form 8-K filed [removed: March 24,] [added: May 19,] 2016 in [removed: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000504/a03216439.htm)] [added: 1-32718).](http://www.sec.gov/Archives/edgar/data/1348952/000006598416000568/a05416439.htm)] | | |