UNITED STATES SECURITIES AND EXCHANGE COMMNIMISSIOIN .* . I Washington, D.C. 20549 FORIM 10-K (Mark One) [E ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF TIlE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 OR C TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to Commission Registrant, State or Incorporation, IRS Employer File Number Address or Principal Eecutive Oiees and Telephone Number Identification No. 1-11299 ENTERGY CORPORATION 72-1229752 (a Delaware corporation) 639 Lovola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-10764 ENTERGY ARKANSAS, INC. 71-0005900 (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000 1-2703 ENTERGY GULF STATES, INC. 74-0662730 (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631 1-8474 ENTERGY LOUISIANA, INC. 72-0245590 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 0-320 ENTERGY MISSISSIPPI, INC. 64-0205830 (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777 (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 333-33331 ENTERGY LONDON INVESTMENTS PLC N/A (England and Wales) Templar House 81-87 High Holborn London WCIV 6NU England Telephone 011-44-171-242-9050 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Revistrant Title of Class on Which Relistered Entergy Corporation Common Stock. $0.01 Par Value - 245.880.306 New York Stock Exchange. Inc shares outstanding at February 27, 1998 Chicago Stock Exchange Inc. Pacific Exchange Inc. Entergy Arkansas Capital I 8-1/2% Cumulative Quarterly Income Preferred New York Stock Exchange, Inc. Securities, Series A Entergy Gulf States, Inc. Preferred Stock, Cumulative, $100 Par Value: $4.40 Dividend Series New York Stock Exchange, Inc. S4.52 Dividend Series New York Stock Exchange, Inc. $5.08 Dividend Series New York Stock Exchange, Inc. $8.80 Dividend Series New York Stock Exchange, Inc. Adjustable Rate Series B (Depository Receipts) New York Stock Exchange, Inc. Preference Stock, Cumulative, without Par Value New York Stock Exchange. Inc. $1.75 Dividend Series Entergy Gulf States Capital I 8.75% Cumulative Quarterly Income Preferred New York Stock Exchange, Inc. Securities, Series A Entergy Louisiana Capital I 9% Cumulative Quarterly Income Preferred New York Stock Exchange, Inc. Securities, Series A Entergy London Capital, L.P. 8-5/8% Cumulative Quarterly Income Preferred New York Stock Exchange, Inc. Securities, Series A Securities registered pursuant to Section 12(g) of the Act: Registrant Title of Class Entergy Arkansas, Inc. Preferred Stock, Cumulative, $100 Par Value Preferred Stock, Cumulative, $25 Par Value Preferred Stock, Cumulative, SO.01 Par Value Entergy Gulf States, Inc. Preferred Stock, Cumulative, $100 Par Value Entergy Louisiana, Inc. Preferred Stock, Cumulative, S100 Par Value Preferred Stock, Cumulative, $25 Par Value Entergy Mississippi, Inc. Preferred Stock, Cumulative, $100 Par Value Entergy Newv Orleans, Inc. Preferred Stock, Cumulative, $100 Par Value Indicate bv check mark %hlicther the registrants ( I) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 1 months (or for such shorter period that the registrants were required to file such rports), and (2) havc been subject to such filing requirements for the past 90 davs. Yes ' No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best'of the registrants' knowledge defiuiivc proxy or information statements incorporated by reference in Part ill of this Forrn 10-K or any amendment to this Form 10-K. [ The aggregate market value of Entergy Corporation Common Stock, 0.01 Par Value, held by non- affiliates, was S7. 1 billion based on the reported last sale price of such stock on the New York Stock Exchange on February 27, 1998. Entergy Corporation is directly or indirectly the sole holder of the common stock of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., and Entergy London Investments pic. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement of Entergy Corporation to be filed in connection ith its Annual Meeting of Stockholders, to be held May 15, 1998, are incorporated by reference into Parts I and Il hereof. TABLE OF CONTENTS Page Number Definitions i Part I Item 1. Business Item 2. Properties 36 Item 3. Legal Proceedings 36 Item 4. Submission of Matters to a Vote of Security Holders 36 Directors and Executive Officers of Entergy Corporation 37 Part 11 Item 5. Market for Registrants' Comnmon Equity and Related Stockholder Matters 42 Item 6. Selected Financial Data 43 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8. Financial Statements and Supplementary Data 45 Item 9. Changes in and Disagreements %vithAccountants on Accounting and Financial Disclosure 225 Part 1II Item 10. Directors and Executive Officers of the Registrants 225 Item 11. Executive Compensation 229 Item 12. Security Ownership of Certain Beneficial Oweners and Management 236 Item 13. Certain Relationships and Related Transactions 240 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 241 Signatures 242 Report of Independent Accountants on Financial Statement Schedules 251 Index to Financial Statement Schedules S-1 Exhibit Index E- I This combined Form 10-K is separately filed by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., and Entergy London Investments plc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representations whatsoever as to any other company. This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter. EXCHANGE RATES For the convenience of the reader. this Form 10-K contains translations of certain British pounds sterling (BPS) amounts into U.S. dollars at specified rates. or. if not so specified. the noon buying rate in New York City for cable transfers in BPS as certified for customs purposes bv.thc Federal Reserve Bank of New York (the "Noon Buying Rate") on December 31, 1997 of S1.6454 = BPS 1.00. No representation is made that the BPS amounts have been, could have been or could be converted into U.S. dollars at the rates indicated or at anv other rates. The following table sets out. for the periods indicated, certain information concerning the exchange rates between BPS and U.S. dollars based on the Noon Buying Rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York'. Fiscal Year Ending sJJ Period End Average (2) Hi2h Low (S per BPS 1.00) March 31, 1994 ................................. 1.49 1.57 1.48 March31, 1995 ................................. 1.62 1.57 1.64 1.51 March31, 1996 ................................. 1.53 1.56 1.61 1.51 Period from April 1. 1996 to January 31, 1997 ..... 1.60 1.58 1.71 1.49 December31, 1997 ................................. 1.65 1.64 1.71 1.58 (1) London Electricity plc, the predecessor company of Entergy London Investments pc (Entergy London), had a fiscal year ending March 31 and Entergy London, the successor company, has a fiscal year ending December 31. Effective February 1, 1997, Entergy London acquired London Electricity plc. (2) The average of the Noon Buying Rates in effect on the last business day of each month during the relevant period. FORWARD LOOKING STATEMENTS Investors are cautioned that forward-looking statements contained herein with respect to the revenues, earnings, competitive performance, or other prospects for the business of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, Entergy London, or their affiliated companies may be influenced by factors that could cause actual outcomes and results to be materially different than projected. Such factors include, but are not limited to, the effects of weather, the performance of generating units, fuel prices and availability, regulatory decisions and the effects of changes in law, capital spending requirements, the evolution of competition, changes in accounting standards, and other factors. DEFINITIONS Certain abbreviations or acronvms used in the text and notes art. defined below: Abbreviation or Acronym Term - AFUDC Allowance for. Funds Used During Construction Algiers 15th Ward of the City of New Orleans. Louisiana ALJ Administrative Law Judge ANO I and 2 Units I and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergv Arkansas