CNRO-2014-00007, ISFSI, Waterford 3 and ISFSI - Application for Order Approving Transfers of Licenses and Conforming License Amendments

ISFSI, Waterford 3 and ISFSI - Application for Order Approving Transfers of Licenses and Conforming License Amendments

ML14161A698
Person / Time
Site:	River Bend, Waterford
Issue date:	06/10/2014
From:	Mccann J Entergy Nuclear Operations, Entergy Operations
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
CNRO-2014-00007
Download: ML14161A698 (47)

Text

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Entergy Operations, Inc.

Entergy Nuclear Operations, Inc.

440 Hamilton Avenue White Plains, NY 10601 John F. McCann Vice President. Regulatory Assurance CNR0-20 14-00007 June 10, 2014 10 CFR 50.80 10 CFR 50.90 Director, Office of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission One White Flint North 11555 Rockville Pike Rockville, MD 20852

Subject:

Entergy Operations, Inc.

River Bend Station Unit 1 & ISFSI Docket Nos. 50-458 & 72-49 Waterford 3 Steam Electric Station & ISFSI Docket Nos. 50-382 & 72-75 Application for Order Approving Transfers of licenses and Conforming license Amendments

Dear Sir or Madam:

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), 10 CFR 50.80, and 10 CFR 50.90, Entergy Operations, Inc. (EOI), acting on behalf of Entergy Gulf States Louisiana, L.L.C. (EGSL) and Entergy Louisiana, LLC (ELL) (together, the Applicants ,

and EGSL and ELL each being an owner licensee Entity), as well as their parent companies and itself, hereby requests that the Nuclear Regulatory Commission (NRC) issue an Order approving the transfers of control of the Facility Operating Licenses for River Bend Station Unit 1 (RBS) and Waterford 3 Steam Electric Station (Waterford) (together, the Facilities), and conforming license amendments. The license transfer approval and conforming amendments are necessary to support a proposed transaction whereby EGSL and ELL transfer (or "allocate,"

as the term is used in the Texas Business Organizations Code) all their assets and liabilities through a series of transactions resulting in a new owner licensee for RBS and Waterford. The proposed transfers will not result in any change in the role of EOI as the licensed operator of the Facilities and will not result in any changes to its technical qualifications.

In connection with the proposed transaction, ea ch owner licensee entity will transfer its assets and liabilities to one or more new entities. The various steps in the transaction that are contemplated will occur contemporaneously (excepting steps 1 and 2 as discussed in the Enclosure, which will occur, based on the licensees' current estimation, within 10 days prior to the remaining steps), and when the transactions are complete at the end of the day of closing ,

each owner licensee will have transferred its assets and liabilities to a new entity, Entergy Louisiana Power, LLC (ELP), that will hold as the owner the respective NRC licenses for RBS

CNR0-2014-00007 Page 2 of 2 and Waterford. This new entity will be owned by a new intermediary holding company named Entergy Utility Holding Company, LLC. Thus, approval of the license transfers is required pursuant to 10 CFR 50.80.

License amendments are required for the RBS and Waterford licenses to reflect the new name of the owner company. The ultimate corporate parent, Entergy Corporation, will remain the same. Simplified organization charts reflecting the current and post-transfer ownership structures are provided as Figures 1 and 2 in the enclosure.

The proposed transfers are necessary to permit the combination of the assets and liabilities of two utility operating company subsidiaries of Entergy Corporation: EGSL and ELL. Upon consummation of the proposed transaction, the former assets and liabilities of ELL and EGSL will be owned by a single operating company, ELP. The combination of ELL and EGSL into ELP is anticipated to create a number of benefits, including regulatory simplification and greater administrative efficiency, improved financial and operational profile, and the combined company's enhancement of economic development efforts in Louisiana.

In summary, the proposed license transfers will be consistent with the requirements set forth in the Act, NRC regulations, and the relevant NRC licenses and orders. The proposed license transfers will not result in any changes in the officers, personnel, or day-to-day operation of the Facilities. The proposed license transfers will not involve any changes to the current licensing basis of the Facilities other than the licensed owner of the facilities. They will neither have any adverse impact on the public health and safety nor be inimical to the common defense and security, and the transfer will be consistent with the requirements of the Atomic Energy Act and the NRC's regulations. These transfers do not involve any ownership, control or domination by any foreign entity.

EOI requests that NRC review this Application on a schedule that will permit the issuance of NRC consent to the license transfers and approval of the conforming amendments as soon as reasonably practical. Such consent should be made immediately effective upon issuance and should permit the transfers to occur at any time for one year following NRC's approval. The conforming license amendments should be approved but not issued until the transfers occur.

The transaction is subject to other regulatory approvals, and EOI will inform NRC if there are any significant changes in the status of other required approvals or any other developments that have an impact on the schedule.

If NRC requires additional information concerning this license transfer request, please contact Bryan Ford, Senior Manager, Fleet Regulatory Assurance, at (601) 368-5516. Service on EOI and the Applicants of comments, hearing requests or intervention petitions, or other pleadings, if applicable, should be made to counsel for EOI, Mr. Jager Smith, M-ECH-592, 1340 Echelon Parkway, Jackson, MS 39213 (tel: 601-368-5572; e-mail: jsmit83@entergy.com).

M/bsf/ljs nclosure: Application For Order Approving License Transfers and Conforming License Amendments cc: Regional Administrator, RIV NRC site PMs

ENCLOSURE RIVER BEND STATION WATERFORD 3 STEAM ELECTRIC STATION CNRO-2014-00007 APPLICATION FOR ORDER APPROVING LICENSE TRANSFERS AND CONFORMING LICENSE AMENDMENTS

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Entergy Operations, Inc. )

)

River Bend Station Unit 1 & ISFSI ) Docket Nos.: 50-458 & 72-49

)

Waterford 3 Steam Electric Station & ISFSI ) 50-382 & 72-75

)

AFFIRMATION I, John F. McCann, being duly sworn, hereby depose and state that I am Vice President, Regulatory Assurance; that I am duly authorized to sign and file with the Nuclear Regulatory Commission the attached application for order approving transfers of control of licenses and conforming license amendments; that I am familiar with the content thereof; and that the matters set forth therein are true and correct to the best of my knowledge and belief.

F. McCann President, Regulatory Assurance Subscribed and sworn to me, a Notary Public, in and for the State of .....,_=~-F-.L..t....:!"""

this /tJ -l:i_day of June, 2014.

Etl.EEH E. O'CONNOR Notary Public, Slate of New Yot1r No. 4991082 ~

Qualified in WaitotMiter Commisaion Expires January 21.

Application for Order Approving License Transfers and Conforming License Amendments Entergy Operations, Inc. (All Dockets)

River Bend Station Docket Nos. 50-458 & 72-49 Waterford 3 Steam Electric Station Docket Nos. 50-382 & 72-75

TABLE OF CONTENTS Page I. INTRODUCTION ..............................................................................................................1 II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE .............. 2 III. GENERAL CORPORATE INFORMATION .................................................................... 3 IV. FOREIGN OWNERSHIP OR CONTROL ....................................................................... 4 V. TECHNICAL QUALIFICATIONS .................................................................................... 5 VI. FINANCIAL QUALIFICATIONS ..................................................................................... 5 A. Financial Qualifications for Operations ........................................................................... 5 B. Decommissioning Funding ..............................................................................................6 VII. ANTITRUST INFORMATION ........................................................................................ 7 VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION ..... 7 IX. ENVIRONMENTAL CONSIDERATIONS .......................................................................7 X. GRID RELIABILITY ......................................................................................................... 7 XI. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE ................................. 8 XII. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS ..............8 XIII. CONCLUSION ..............................................................................................................8 Figure 1 Simplified Organizational Chart (Current)

Figure 2 Simplified Organizational Chart (Post-Transfer) Proposed Changes to the Facility Operating Licenses No Significant Hazards Consideration Determination General Corporate Information Regarding NRC Licensed Entities and Their Corporate Parents

I. INTRODUCTION Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), 10 CFR 50.80, and 10 CFR 50.90, Entergy Operations, Inc. (EOI), acting on behalf of Entergy Gulf States Louisiana, L.L.C. (EGSL), and Entergy Louisiana, LLC (ELL) (together, the Applicants, and EGSL and ELL each being an owner licensee entity), as well as their parent companies and itself, hereby requests that the Nuclear Regulatory Commission (NRC) issue an Order approving the transfers of control of the Facility Operating Licenses for River Bend Station Unit 1 (RBS) and Waterford 3 Steam Electric Station (Waterford) (together, the Facilities) to a new owner licensee, and conforming amendments. The license transfer approval and conforming amendments are necessary to support a proposed transaction whereby the assets and liabilities of EGSL and ELL will be transferred through a series of transactions resulting in a new owner licensee for RBS and Waterford, known as Entergy Louisiana Power, LLC (ELP). The proposed transfers will not result in any change in the role of EOI as the licensed operator of the Facilities and will not result in any changes to its technical qualifications.

In connection with the proposed transaction, each owner licensee entity will transfer all of its assets and liabilities to one or more new entities. The various steps in the transaction that are contemplated will occur contemporaneously (excepting steps 1 and 2, as described below, which will occur, based on the licensees current estimation, within 10 days prior to the remaining steps), and when the transactions are complete at the end of the day of closing, a new entity, ELP, will hold the respective NRC owners licenses for RBS and Waterford. This new entity holding the owners licenses will be owned by a new intermediary holding company named Entergy Utility Holding Company, LLC. Thus, approval of the license transfers is required pursuant to 10 CFR 50.80. License amendments are required for the RBS and Waterford licenses to reflect the new name of the owner company. The ultimate corporate parent, Entergy Corporation, will remain the same.

Simplified organization charts reflecting the current and post-transfer ownership structures are provided as Figures 1 and 2.

Below is a step-by-step list illustrating the material events related to the transaction as contemplated. The exact order and timing of any particular steps may vary from the description below.

Step #1 - Each of EGSL and ELL will redeem its outstanding preferred membership interests.

Step #2 - EGSL, currently a Louisiana limited liability company, will convert to a Texas limited liability company (EGS LLC).

Step #3 - Entergy Corporation will contribute a portion of the Class B common membership interests of Entergy Holdings Company LLC (EHCL) held by it to each of EGS Holdings, Inc.

(EGSHI) and Entergy Louisiana Holdings, Inc. (ELHI), and EGSHI and ELHI will subsequently contribute the units received by it to EGS LLC and ELL, respectively.

Step #4 - Under the Texas Business Organizations Code (TXBOC), EGS LLC will merge all of its assets (other than the units of Class B common membership interests of EHCL received in Step #3) and liabilities to a newly-formed subsidiary, Entergy Gulf States Power, LLC (EGSP LLC), and ELL will merge all of its assets (other than the units of Class B common membership interests of EHCL received in Step #3 and the membership interests of Louisiana Power & Light Company, LLC (LP&L LLC)) and liabilities to a newly-formed subsidiary, Entergy Louisiana Power, LLC (ELP). Under the TXBOC, each of the entities involved in the mergers, EGS LLC, 1

EGSP LLC, ELL and ELP, will survive the merger, except that the specified assets and liabilities will be allocated to EGSP LLC and ELP LLC by EGS LLC and ELL, respectively, in such mergers.

Step #5 - EGS LLC will contribute the membership interests of EGSP LLC and the units of Class B common membership interests of EHCL to LP&L LLC, and ELL will contribute the membership interests of ELP and the units of Class B common membership interests of EHCL to LP&L LLC. As a result of the contributions, EGSP LLC and ELP (the entities holding the former assets and liabilities of EGS LLC and ELL, respectively) will be subsidiaries of LP&L LLC (the holding company).

Simultaneously with the contributions described in this Step #5, LP&L LLC will issue voting preferred membership interests to third party, unaffiliated investors. The holders of the preferred membership interests will possess not less than 21% of the voting power of LP&L LLC (for matters submitted to a vote of all the shareholders of LP&L LLC). As a result of the preferred membership interest issuance, LP&L LLC will have two classes of outstanding membership interests: (1) common membership interests held by Entergy Corporation, ELL and EGS LLC; and (2) preferred membership interests held by third party, unaffiliated investors.

Step #6 - EGSP LLC will merge with and into ELP, with ELP surviving the merger. Immediately after that merger, LP&L LLC will change its name to Entergy Utility Holding Company, LLC, and Entergy Energy Company LLC will change its name to Louisiana Power & Light Company, LLC.

Step #7 - EGSHI will convert to a Texas limited liability company, and ELHI will convert to a Texas limited liability company.

As noted above, pursuant to 10 CFR 50.90, this application also requests conforming administrative amendments to reflect the new names of the owner licensee entities and the holding company as referenced in the licenses. Marked-up and typed pages showing the requested conforming changes to the licenses are provided as Attachment 1 to this application. is an evaluation showing that these changes raise no significant hazards consideration. The proposed amendments do no more than conform the licenses to reflect the transfer action, and as such, they fall within the generic finding of no significant hazards consideration provided for in 10 CFR 2.1315.

II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE The proposed transfers are necessary to permit the combination of the following, two utility operating company subsidiaries of Entergy Corporation: ELL and EGSL. Upon consummation of the proposed transaction, the former assets and liabilities of ELL and EGSL will be owned by a single operating company ELP. The combination of ELL and EGSL into ELP is anticipated to create a number of benefits, including regulatory simplification and greater administrative efficiency, improved financial and operational profile, and the combined companys enhancement of economic development efforts in Louisiana.

With respect to regulatory simplification and greater administrative efficiency, both ELL and EGSL are public utilities that are regulated by the Louisiana Public Service Commission (LPSC),

as well as by the Federal Energy Regulatory Commission (FERC) and the NRC. Because ELL and EGSL are separate utilities, each entity is subject to separate rate cases, audits and administrative proceedings. If they were combined into a single utility, however, certain administrative efficiencies could be achieved in that the number of regulatory proceedings that 2

are necessary to regulate the combined entity would be reduced as compared to the number of regulatory proceedings that are necessary to regulate the two, separate entities.

Moreover, a small portion of ELLs operations that is located in the Algiers section of New Orleans is subject to the retail jurisdiction of another regulator, the Council of the City of New Orleans (Council). In connection with the transaction, it is anticipated that ELL would transfer its Council-jurisdictional Algiers assets to a new company, Entergy Algiers, LLC, which would then be transferred to another Entergy Operating Company, Entergy New Orleans, Inc. (ENO). By making that transfer to ENO, ELP would be subject to retail regulation only by the LPSC, as opposed to the dual regulatory structure that exists today, thereby increasing the administrative efficiencies that the transaction could achieve. 1 With respect to ELPs improved financial and operational profile, ELL and EGSL, like the U.S.

electric utility industry generally, are facing capital challenges over the next decade resulting from the need to replace and upgrade aging infrastructure, and meet new reliability standards and environmental requirements, among other factors. Also, while not a national trend, ELL and EGSL face significant capital challenges over the next decade resulting from the somewhat unique need in the Gulf Coast area to serve growing load. Meeting the foregoing challenges will require significant investments in generation, transmission and distribution facilities. If the business combination were to occur, the new, larger company would be better positioned to attract capital to finance needed investments at traditional and cost-effective terms and to manage uncertainty in the future regarding event risk (e.g., new regulatory requirements or major storms) and environmental and security regulations. Specifically, the business combination would lead to an improved operational and financial profile for the resulting company that would benefit the Companies customers through potentially lower financing costs and operational savings. The new, combined companys anticipated larger balance sheet is expected to enhance the Companies ability to finance their significant, anticipated capital needs.

It is also anticipated that as compared to ELL and EGSL, ELP will be better positioned to support industrial load growth in Louisiana. The Gulf Coast region in which ELL and EGSL operate is experiencing an economic renaissance in the industrial sector. Specifically, the combination of low-cost natural gas and low-cost electricity has made Louisiana and the Gulf Coast region an attractive location for new businesses. These new businesses will substantially benefit the Louisiana economy, and they will allow ELP to better manager rates because the cost of service will be spread over a greater customer base. In turn, rates across ELPs larger service territory would be lower than they otherwise would have been. Moreover, by combining ELL and EGSL, the two companies, which currently have different rates, will have more uniform rates. Not only will that be attractive to businesses that are considering locating in Louisiana, but the larger companys anticipated ability to access capital at reasonable rates could allow ELP to react more cost-effectively and at times more quickly to the needs of new load to build infrastructure to support that load.

The restructuring is fully consistent with the continued safe operation of the Facilities.

III. GENERAL CORPORATE INFORMATION The following are the names of the corporate entities licensed by the NRC after the transfers:

Entergy Operations, Inc.

Entergy Louisiana Power, LLC 1

Neither River Bend nor Waterford 3 is located in ELLs Algiers territory.

3

The following are the names of the parent corporate entities that after the transfers will directly or indirectly own the Licensee Entity and EOI:

Entergy Corporation EGS Holdings, LLC Entergy Gulf States Louisiana, LLC Entergy Louisiana Holdings, LLC Entergy Louisiana, LLC Entergy Utility Holding Company, LLC The parent company relationships of the licensed corporate entities and related entities both before and after the transfer are reflected in Figures 1 and 2. The information regarding each corporate entity required by 10 CFR 50.33(d)(3) is provided in Attachment 3. This information is current for the existing entities and planned for the post-transaction organization. None of the corporations involved are owned, controlled, or dominated by an alien, a foreign corporation, or foreign government. All of the current and proposed directors and executive personnel of the corporate entities are citizens of the United States, and their mailing addresses are as shown for their respective corporations.

IV. FOREIGN OWNERSHIP OR CONTROL Entergy is a publicly traded company, and its securities are traded on the New York Stock Exchange and are widely held. Section 13(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. 78m(d), requires that a person or entity that owns or controls more than 5% of the securities of a company must file notice with the Securities and Exchange Commission (SEC). Based upon Schedule 13G filings with the SEC, EOI is not aware of any alien, foreign corporation, or foreign government that holds or may hold beneficial ownership of more than 5% of the securities of Entergy as of December 31, 2013. However, Barrow, Hanley, Mewhinney & Strauss, LLC, a Delaware corporation, reports that as of December 31, 2013, it owned 5.89% of the voting common stock of Entergy; State Street Corporation, a Massachusetts corporation, reports that as of December 31, 2013, it owned 4.9% of the voting common stock of Entergy; Franklin Resources, Inc., a Delaware corporation, Charles B.

Johnson, an individual reporting U.S. citizenship, Rupert H. Johnson, Jr., an individual reporting U.S. citizenship, and Franklin Advisers, Inc., a California corporation, collectively report that as of December 31, 2013, they owned 6.2% of the voting common stock of Entergy; T. Rowe Price Associates, Inc., a Maryland corporation, reports that as of December 31, 2013, it owned 10.6%

of the voting common stock of Entergy; and BlackRock, Inc., a Delaware corporation, reports that as of December 31, 2013, it owned 7.6% of the voting common stock of Entergy. None of the aforementioned stockholders disclosed any foreign ownership of the shares they hold.

Barrow, Hanley, Mewhinney & Strauss, LLC, State Street Corporation, Franklin Resources, Inc.,

Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisers, Inc., T.Rowe Price Associates, Inc., and BlackRock, Inc., all attest in their Schedule 13G filings that they are U.S. corporations or citizens. None of these entities has any right to appoint any manager or director of Entergy and has no special voting rights beyond those held by all other voting shareholders of Entergy.

Moreover, their SEC filings specifically certify that they did not acquire their respective shares for the purpose of or with the effect of changing or influencing the control of Entergy. See 17 CFR 240.13d-1(b)&(c) (requirements for Schedule 13G filing).

The current and proposed directors and executive officers of Entergy and the Entergy subsidiaries that directly or indirectly own the Applicants are all United States citizens. There is no reason to believe that the Applicants are owned, controlled, or dominated by any alien, foreign corporation, or foreign government. Thus, the transfer of control of the licensed entities 4

will not result in any foreign ownership, domination, or control of these entities within the meaning of the Act and 10 CFR 50.38.

V. TECHNICAL QUALIFICATIONS The technical qualifications of EOI are not affected by the proposed license transfers. There will be no changes in the officers, personnel, or day-to-day operations of the Facilities in connection with the transfer of control. It is anticipated that EOI will at all times remain the licensed operator of the Facilities. The issue of grid reliability and any potential impacts are addressed in Section X below.

VI. FINANCIAL QUALIFICATIONS The Applicants are all direct or indirect, wholly owned subsidiaries of Entergy. Headquartered in New Orleans, Louisiana, Entergy is an integrated energy company engaged primarily in electric power production and retail electric distribution operations. Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, including more than 10,000 megawatts of nuclear power, making it one of the nations leading nuclear generators.

Entergy delivers electricity to approximately 2.8 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy generated annual revenues of approximately $11.4 billion in 2013 and had approximately 14,000 employees as of December 31, 2013.

A. Financial Qualifications For Operations Under 10 CFR 50.80(b)(1)(i), an application for a license transfer must contain all the requested information related to financial qualifications as required by 10 CFR 50.33. An electric utility is exempted from the requirement to submit financial qualifications information under 10 CFR 50.33(f). Electric utility is defined in 10 CFR 50.2 as any entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority. ELL and EGSL recover their cost of electricity for the Facilities either directly or indirectly through rates established by regulatory authorities, and the holder of the owners licenses following the transaction, ELP, will continue to do so following the proposed license transfers. As such, the Applicants (and the resulting holder of the owners licenses) are presumed to be financially qualified for operations, and they are exempt from the financial qualifications information requirements. EOI recovers its costs from the owner licensee entities, and its financial qualifications are based upon those of the owner licensee entities.

ELL, the owner-licensee of Waterford, is an electric utility. ELL directly recovers its costs for Waterford through rates set by the LPSC for most of its service territory, and the Council for a small service area in Algiers, within New Orleans, Louisiana. ELP will become the owner-licensee for Waterford and will be an electric utility and recover its costs in rates set by the LPSC, with the possibility of the Algiers service area being transferred to Entergy Algiers, LLC, which would itself in turn be transferred to ENO.

EGSL, the owner-licensee for RBS, is an electric utility. It directly and indirectly recovers its costs for a 70% undivided share of RBS through rates established by rate regulators. For the remaining 30% undivided share, EGSL recovers costs through FERC-approved life-of-unit Purchase Power Agreements (PPA) with ENO and ELL. ELP will become the owner-licensee for RBS and will continue to be an electric utility and recover its costs in rates in the same fashion.

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For the 70% of RBS, EGSL recovers its costs of service directly through rates set by the LPSC and indirectly through FERC tariffs that are captured in a FERC-approved life-of-unit Power Purchase Agreement (PPA) with Entergy Texas, Inc. (ETI), an electric utility in Texas. ETI purchases 42.5% of the capacity and energy of the 70% portion of River Bend pursuant to the System Agreement Service Schedule MSS-4 (MSS-4). 2 This PPA provides for cost of service recovery for the costs associated with the portion of RBS that correlates with electricity from RBS delivered to ETI. This PPA is also subject to the jurisdiction of the PUCT to the extent of the determination of the RBS decommissioning collections for the ETI share of RBS. These arrangements will continue in effect for ELP. This PPA may also be considered a cost passthrough contract with regulated electric utilities in which the electric utilities pay for the cost of the electricity they use through cost of service rate recovery. 3 EGSL also owns a 30% portion of RBS that was formerly owned by Cajun Electric Cooperative, Inc. and that is sometimes referred to as an unregulated portion of RBS. However, EGSLs cost of service for the capacity and energy associated with this 30% portion of River Bend is indirectly recovered through regulated rates, because the rates for this capacity and electricity are subject to FERC tariffs that are captured in FERC-approved life-of-unit PPAs with ELL and ENO. These PPAs are priced based upon the cost of service pursuant to FERC Service Schedule MSS-4, and they are also subject to the jurisdiction of the LPSC. These arrangements will continue in effect for ELP. These PPAs may also be considered cost passthrough contracts with regulated electric utilities in which the electric utilities pay for the cost of the electricity they use through cost of service rate recovery.

Because it will recover the cost of service for Waterford and RBS through rates established by regulatory agencies, ELP will be an electric utility as defined in 10 CFR 50.2 and recover its costs of service for 100% of Waterford and RBS either directly or indirectly through regulated rate recovery. As to RBS, these arrangements were reviewed and approved by the NRC in connection with a prior license transfer approval in 2007. 4 B. Decommissioning Funding The financial qualifications of the Applicants to continue to own the Facilities are further demonstrated by the decommissioning funding assurance provided in accordance with 10 CFR 50.75(e)(1). Details regarding the status of the decommissioning funding assurance maintained by the Applicants for the Facilities are provided in the March 29, 2013 decommissioning funding status report submitted by EOI in accordance with 10 CFR 50.75(f). 5 An updated 2014 report reflecting December 31, 2013 balances will be submitted separately in the near future. The 2013 report demonstrates and the 2014 update will confirm that there is reasonable assurance of adequate decommissioning funding that is provided by external sinking funds established by setting aside funds periodically in nuclear decommissioning trust accounts segregated from the licensees assets and outside the licensees administrative control in accordance with the 2

MSS-4 is a FERC-approved tariff that provides the basis for making a unit power purchase between Entergy utility operating companies. The pricing pursuant to MSS-4 is based on the cost of service.

3 Northern States Power Co. (Monticello Nuclear Generating Plant; Prairie Island Nuclear Generating Plant, Units 1 and 2; Prairie Island Independent Spent Fuel Storage Installation), CLI-00-14, 52 NRC 37, 49-51 (2000) (even where an entity is not an electric utility, the existence of a cost passthrough contract can be sufficient information to demonstrate financial qualifications).

4 Safety Evaluation by the Office of Nuclear Reactor Regulation, Direct Transfer of Facility Operating License No. NPF-47 from Entergy Gulf States, Inc., to Entergy Gulf States Louisiana, LLC and Conforming Amendment, Entergy Operations, Inc., River Bend Station (Unit 1), Docket No. 50-458, Nuclear Regulatory Commission, at 3 (Oct. 26, 2007) (ADAMS Accession No. ML072710588).

5 CNRO-2013-00006, ADAMS Accession No. ML13092A213.

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requirements of 10 CFR 50.75(e)(1)(ii) for external sinking funds. For the 30% portion of RBS, the external sinking fund (with earnings credited as authorized by the regulations) is currently considered prepaid meeting the requirements of 10 CFR 50.75(e)(1)(i).

VII. ANTITRUST INFORMATION This Application post-dates the issuance of the operating licenses of the facilities, and therefore no antitrust review is required or authorized. Based upon the Commissions decision in Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999), the Atomic Energy Act of 1954, as amended, does not require or authorize antitrust reviews of post-operating license transfer applications.

The present licenses contain various antitrust conditions. No changes to these conditions are required as a result of the proposed license transfers, but instead these conditions can remain in the transferred licenses unmodified. See Standard Review Plan on Transfer and Amendment of Antitrust Conditions and Antitrust Enforcement, NUREG-1574, Rev. 2, page 4 & footnote 4 (Dec. 2007) ([I]f the applicant proposes that the conditions remain in the transferred license unmodified and will thus become applicable to the new owner/licensee, the staff should normally grant the request.).

VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION The proposed transfers do not involve any Restricted Data or other Classified National Security Information or result in any change in access to such Restricted Data or Classified National Security Information. EOIs existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed transfers. In compliance with Section 145(a) of the Act, the transferee licensed entities agree that neither Restricted Data nor Classified National Security Information will be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data or to Classified National Security Information will not endanger the common defense and security of the United States.

IX. ENVIRONMENTAL CONSIDERATIONS The requested consent to transfers of control of the facilities licenses is exempt from environmental review because it falls within the categorical exclusion contained in 10 CFR 51.22(c)(21), for which neither an Environmental Assessment nor an Environmental Impact Statement is required. Moreover, the proposed transfers do not directly affect the actual operation of the Facilities in any substantive way. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and they involve no increase in the amounts or change in the types of non-radiological effluents that may be released off-site. Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed transfers have no environmental impact.

X. GRID RELIABILITY Consistent with General Design Criterion (GDC) 17, each licensee currently provides off-site power to its licensed facility over existing transmission facilities that are owned and maintained 7

by the licensed entities and functionally controlled by the Midcontinent Independent System Operator, Inc. (MISO), a regional transmission organization. Functionally, these interconnections will not change as a result of the proposed license transfers. EGSL and ELL utilize a combination of agreements, procedures, protocols, and/or actions to facilitate the availability of reliable power to the plant sites and to respond accordingly to any problems with off-site power. These arrangements will continue to require that each site is to be provided with an assured source of off-site power.

The obligations of the licensed entities and MISO will provide adequate assurance that: (1) the Facilities will be provided with a continued source of off-site power; and (2) the arrangements for controlling operation, maintenance, repair, and other activities with respect to the Facilities switching stations, the transmission lines, and the switchyards will continue to provide a reliable source of off-site power.

XI. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE In accordance with Art. IV.2 of the NRC Price-Anderson indemnity agreements for the Facilities, EOI requests NRC approval of the assignment and transfer each of the transferors applicable interests in the indemnity agreements to ELP. The only revisions to the indemnity agreements that are required amendments to reflect the name of ELP. The licensee entities will maintain the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140.

XII. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS Accordingly, EOI requests that NRC review this Application on a schedule that will permit the issuance of NRC consent to the license transfers and approval of the conforming amendments as soon as reasonably practical. Such consent should be made immediately effective upon issuance and should permit the transfers to occur at any time within a year after issuance. The conforming license amendments should be approved but not issued until the transfers occur.

EOI will inform the NRC if there are any significant changes in the status of any other required approvals or any other developments that have an impact on the schedule.

XIII. CONCLUSION Based upon the foregoing information, EOI respectfully requests, on behalf of the Applicants and itself, that the NRC issue an Order consenting to the license transfers and approve the conforming license amendments to the RBS and Waterford licenses. The proposed license transfers will be consistent with the requirements of the Atomic Energy Act, NRC regulations and regulatory guidance. The transfers of the licenses will not be inimical to the common defense and security and do not involve foreign ownership, control or domination.

8

Figure 1: SIMPLIFIED ORGANIZATION CHART - CURRENT 9

Figure 2: SIMPLIFIED ORGANIZATION CHART - POST-TRANSFER 10

CNRO-2014-0007 Attachment 1 Page 1 of 25 Proposed Changes to the Facility Operating Licenses (FOL)

- RBS FOL changes - clean pages (4 pages)

- RBS FOL changes - markup pages (4 pages)

- Waterford FOL changes - clean pages (6 pages)

- Waterford FOL changes - markup pages (6 pages)

CNRO-2014-0007 Attachment 1 RBS FOL changes - clean pages (4 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 ENTERGY LOUISIANA POWER, LLC**

AND ENTERGY OPERATIONS, INC.

DOCKET NO. 50-458 RIVER BEND STATION, UNIT 1 FACILITY OPERATING LICENSE License No. NPF-47

1. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

A. The application for license filed by Gulf States Utilities Company (now renamed Entergy Louisiana Power, LLC), acting on behalf of itself and Cajun Electric Power Cooperative***, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commissions regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the River Bend Station, Unit 1 (the facility) has been substantially completed in conformity with Construction Permit No. CPPR-145 and the application, as amended, the provisions of the Act and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission; D. There is reasonable assurance: (1) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commissions regulations set forth in 10 CFR Chapter I; E. Entergy Operations, Inc.* (EOI) is technically qualified to engage in the activities authorized by this operating license in accordance with the Commissions regulations set forth in 10 CFR Chapter I;

• EOI is authorized to act as agent for Entergy Louisiana Power, LLC, and has exclusive responsibility and control over the physical construction, operation and maintenance of the facility.

• • Entergy Gulf States Louisiana, LLC, restructured its organization. Entergy Louisiana Power, LLC was the resulting owner of River Bend Station.

• • • Entergy Gulf States, Inc. was authorized to act as agent for Cajun Electric Power Cooperative prior to the transfer of Cajun Electric Power Cooperatives 30% ownership interest in River Bend to Entergy Gulf States, Inc. Entergy Gulf States, Inc. was merged into Entergy Gulf States Louisiana, LLC. Entergy Gulf States Louisiana, LLC has merged into Entergy Louisiana Power, LLC.

Amendment No. 70 79 88 101,158

F. Entergy Louisiana Power, LLC and EOI have satisfied the applicable provisions of 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, of the Commissions regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-47, subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commissions regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commissions regulations in 10 CFR Parts 30, 40 and 70.

2. Based on the foregoing findings and approval by the Nuclear Regulatory Commission at a meeting on November 15, 1985, the License for Fuel Loading and Low Power Testing, License No. NPF40, issued on August 29, 1985, is superseded by Facility Operating License NPF-47 hereby issued to EOI and Entergy Louisiana Power, LLC (the licensees),

to read as follows:

A. This license applies to the River Bend Station, Unit 1, a boiling water nuclear reactor and associated equipment, owned by Entergy Louisiana Power, LLC and operated by EOI. The facility is located approximately 2 miles east of the Mississippi River in West Feliciana Parish, Louisiana, approximately 2.7 miles southeast of St. Francisville, Louisiana and approximately 18 miles northwest of the city limits of Baton Rouge, Louisiana, and is described in the Final Safety Analysis Report, as supplemented and amended, and in the Environmental Report-Operating License Stage, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Entergy Louisiana Power, LLC to possess the facility at the designated location in West Feliciana Parish, Louisiana, in accordance with the procedures and limitations set forth in this license; (2) EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and operate the facility at the above designated location in accordance with the procedures and limitations set forth in this license; Amendment No. 70 79 88 101, 158

(3) EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess and to use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; (4) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (5) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level EOI is authorized to operate the facility at reactor core power levels not in excess of 3091 megawatts thermal (100% rated power) in accordance with the conditions specified herein. The items identified in Attachment 1 to this license shall be completed as specified.

Attachment 1 is hereby incorporated into this license.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A, as revised through Amendment No. [tbd] and the Environmental Protection Plan contained in Appendix B, are hereby incorporated in the license. EOI shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

Amendment No. 180

(3) Antitrust Conditions

a. Entergy Louisiana Power, LLC shall comply with the antitrust conditions in Appendix C, attached hereto, which is hereby incorporated in this license.

b. EOI shall not market or broker power or energy from River Bend Station, Unit 1. Entergy Louisiana Power, LLC is responsible and accountable for the actions of its agent, EOI, to the extent said agent's actions affect the marketing or brokering of power or energy from River Bend Station, Unit 1 and, in any way, contravene the antitrust conditions of this paragraph or Appendix C of this license.

(4) Seismic and Dynamic Qualification of Seismic Category 1 Mechanical and Electrical Equipment (Section 3.10, SER and SSER 3)

EOI shall complete the requirements of the seismic and dynamic qualification of mechanical and electrical equipment as specified in Attachment 2. Attachment 2 is hereby incorporated into this license.

(5) Mark III Related Issues (Section 6.2.1.9, SER and SSER 2)

a. EOI shall not use the residual heat removal system in the steam condensing mode without prior written approval of the staff.

b. Prior to startup following the first refueling outage, GSU* shall furnish the outstanding information identified in Appendix K of SSER 2 addressing the Mark III containment related issues.

(6) Inservice Inspection Program (Section 5.2.4.3 and 6.6.3, SER and SSER 3)

GSU shall submit the inservice inspection program for NRC staff review and approval by September 1, 1986.

• The original licensee authorized to possess, use and operate the facility was Gulf States Utilities Company (GSU). Amendment 88 resulted in a name change for Gulf States Utilities Company (GSU) to Entergy Gulf States, Inc. Entergy Gulf States, Inc. merged into Entergy Gulf States Louisiana, LLC (conforming Amendment 158 ). Entergy Gulf States Louisiana, LLC has now merged into Entergy Louisiana Power, LLC (conforming Amendment [tbd]).Consequently, historical references to certain obligations of GSU remain in the license conditions.

Amendment No. 70 79 88, 158

CNRO-2014-0007 Attachment 1 RBS FOL changes - markup pages (4 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 Power ENTERGY GULF STATES LOUISIANA, LLC**

AND ENTERGY OPERATIONS, INC.

DOCKET NO. 50-458 RIVER BEND STATION, UNIT 1 FACILITY OPERATING LICENSE License No. NPF-47 Power

1. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

A. The application for license filed by Gulf States Utilities Company (now renamed Entergy Gulf States Louisiana, LLC), acting on behalf of itself and Cajun Electric Power Cooperative***, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commissions regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the River Bend Station, Unit 1 (the facility) has been substantially completed in conformity with Construction Permit No. CPPR-145 and the application, as amended, the provisions of the Act and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission; D. There is reasonable assurance: (1) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commissions regulations set forth in 10 CFR Chapter I; E. Entergy Operations, Inc.* (EOI) is technically qualified to engage in the activities authorized by this operating license in accordance with the Commissions regulations set forth in 10 CFR Chapter I; Power

• EOI is authorized to act as agent for Entergy Gulf States Louisiana, LLC, and has exclusive responsibility and control over the physical construction, operation and maintenance of the facility. Louisiana. LLC Power

• • Entergy Gulf States, Inc., restructured its organization. Entergy Gulf States Louisiana, LLC was the resulting owner of River Bend Station.

• • • Entergy Gulf States, Inc. was authorized to act as agent for Cajun Electric Power Cooperative prior to the transfer of Cajun Electric Power Cooperatives 30% ownership interest in River Bend to Entergy Gulf States, Inc. Entergy Gulf States, Inc. has merged into Entergy Gulf States Louisiana, LLC.

was Entergy Gulf States Louisiana, LLC has merged into Entergy Louisiana Power, LLC.

Amendment No. 70 79 88 101,158

Power F. Entergy Gulf States Louisiana, LLC and EOI have satisfied the applicable provisions of 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, of the Commissions regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-47, subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commissions regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commissions regulations in 10 CFR Parts 30, 40 and 70.

2. Based on the foregoing findings and approval by the Nuclear Regulatory Commission at a meeting on November 15, 1985, the License for Fuel Loading and Low Power Testing, License No. NPF40, issued on August 29, 1985, is superseded by Facility Operating License NPF-47 hereby issued to EOI and Entergy Gulf States Louisiana, LLC (the licensees), to read as follows: Power Power A. This license applies to the River Bend Station, Unit 1, a boiling water nuclear reactor and associated equipment, owned by Entergy Gulf States Louisiana, LLC and operated by EOI. The facility is located approximately 2 miles east of the Mississippi River in West Feliciana Parish, Louisiana, approximately 2.7 miles southeast of St. Francisville, Louisiana and approximately 18 miles northwest of the city limits of Baton Rouge, Louisiana, and is described in the Final Safety Analysis Report, as supplemented and amended, and in the Environmental Report-Operating License Stage, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

Power (1) Entergy Gulf States Louisiana, LLC to possess the facility at the designated location in West Feliciana Parish, Louisiana, in accordance with the procedures and limitations set forth in this license; (2) EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and operate the facility at the above designated location in accordance with the procedures and limitations set forth in this license; Amendment No. 70 79 88 101, 158

(3) EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess and to use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; (4) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (5) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level EOI is authorized to operate the facility at reactor core power levels not in excess of 3091 megawatts thermal (100% rated power) in accordance with the conditions specified herein. The items identified in Attachment 1 to this license shall be completed as specified.

Attachment 1 is hereby incorporated into this license.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A, as revised through Amendment No. 180 and the Environmental Protection Plan contained in Appendix B, are hereby incorporated in the license. EOI shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

[tbd]

Amendment No. 180

(3) Antitrust Conditions Power

a. Entergy Gulf States Louisiana, LLC shall comply with the antitrust conditions in Appendix C, attached hereto, which is hereby incorporated in this license.

Power

b. EOI shall not market or broker power or energy from River Bend Station, Unit 1. Entergy Gulf States Louisiana, LLC is responsible and accountable for the actions of its agent, EOI, to the extent said agent's actions affect the marketing or brokering of power or energy from River Bend Station, Unit 1 and, in any way, contravene the antitrust conditions of this paragraph or Appendix C of this license.

(4) Seismic and Dynamic Qualification of Seismic Category 1 Mechanical and Electrical Equipment (Section 3.10, SER and SSER 3)

EOI shall complete the requirements of the seismic and dynamic qualification of mechanical and electrical equipment as specified in Attachment 2. Attachment 2 is hereby incorporated into this license.

(5) Mark III Related Issues (Section 6.2.1.9, SER and SSER 2)

a. EOI shall not use the residual heat removal system in the steam condensing mode without prior written approval of the staff.

b. Prior to startup following the first refueling outage, GSU* shall furnish the outstanding information identified in Appendix K of SSER 2 addressing the Mark III containment related issues.

(6) Inservice Inspection Program (Section 5.2.4.3 and 6.6.3, SER and SSER 3)

GSU shall submit the inservice inspection program for NRC staff review and approval by September 1, 1986.

• The original licensee authorized to possess, use and operate the facility was Gulf States Utilities Company (GSU). Amendment 88 resulted in a name change for Gulf States Utilities Company (GSU) to Entergy Gulf States, Inc. Entergy Gulf States, Inc. has now merged into Entergy Gulf States Louisiana, LLC (conforming Amendment 158 ).

Consequently, historical references to certain obligations of GSU remain in the license conditions.

Entergy Gulf States Louisiana, LLC has now merged into Entergy Louisiana Power, LLC (conforming Amendment [tbd]).

Amendment No. 70 79 88, 158

CNRO-2014-0007 Attachment 1 Waterford FOL changes - clean pages (6 pages)

ENTERGY LOUISIANA POWER, LLC ENTERGY OPERATIONS, INC.

DOCKET NO. 50-382 WATERFORD STEAM ELECTRIC STATION, UNIT 3 FACILITY OPERATING LICENSE License No. NPF-38 Amendment No.

1. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

A. The application for license filed by Entergy Louisiana Power, LLC complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Waterford Steam Electric Station, Unit 3 (facility), has been substantially completed in conformity with Construction Permit No.

CPPR-103 and the application as amended, the provisions of the Act, and regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 1.I and 2.D below);

D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I (except as exempted from compliance in Sections 1.I and 2.D below);

AMENDMENT NO. 134, 203

E. Entergy Operations, Inc. (EOI) is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; F. Entergy Louisiana Power, LLC has satisfied the applicable provisions of 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, of the Commissions regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs, and after considering available alternatives, the issuance of the Facility Operating License No. NPF-38, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40 and 70, except that an exemption to the provisions of 10 CFR 70.24 is granted as described in Supplement No. 8 to the Safety Evaluation Report. This exemption is authorized under 10 CFR 70.24(d) and will not endanger life or property or the common defense and security and is otherwise in the public interest.

2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on March 15, 1985, the license for fuel loading and low power testing, License No. NPF-26, issued on December 18, 1984, is superseded by Facility Operating License No. NPF-38 hereby issued to Entergy Louisiana Power, LLC and Entergy Operations, Inc. to read as follows:

A. This license applies to the Waterford Steam Electric Station, Unit 3, a pressurized water reactor and associated equipment (the facility), owned by Entergy Louisiana Power, LLC. The facility is located on the Entergy Louisiana Power, LLC site in St.

Charles Parish, Louisiana and is described in the Entergy Louisiana Power, LLC Final Safety Analysis Report as amended, and the Environmental Report as amended.

AMENDMENT NO. 134, 203

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

1. Entergy Louisiana Power, LLC, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess but not operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

2. EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

3. EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess, and use at any time at the facility site and as designated solely for the facility, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended.

4. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required;

5. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and

6. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein.

7. (a) Entergy Louisiana Power, LLC, to transfer any portion of its 100%

undivided ownership interest (up to and inclusive $515 million of aggregate appraised value) in the facility to equity investors, and at the same time lease back for such equity investors, such interests sold in the facility and receive from such equity investors, consistent with Entergy Louisiana Power, LLC leases, the right to use and enjoy the benefits of the undivided ownership interests sold in the facility. The terms of the leases are for approximately 27 2 years subject to right of renewal. Such sale and leaseback transactions are subject to the condition that the equity investors and anyone else who may acquire an interest under this transaction(s) are prohibited from excising directly AMENDMENT NO. 134, 203

or indirectly any control over (i) the facility, (ii) power or energy produced by the facility, or (iii) the licensees of the facility.

Further, any rights acquired under this authorization may be exercised only in compliance with and subject to the requirements and restrictions of this operating license, the Atomic Energy Act of 1954, as amended, and the NRC's regulations. For purposes of this condition, the limitations of 10 CFR 50.81, as now in effect and as they may be subsequently amended, are fully applicable to the equity investors and any successors in interest to the equity investors, as long as the license for the facility remains in effect.

(b) Entergy Louisiana Power, LLC (or its designee) to notify the NRC in writing prior to any change in (i) the terms or conditions of any lease agreements executed as part of the above authorized financial transactions, (ii) any facility operating agreement involving a licensee that is in effect now or will be in effect in the future, or (iii) the existing property insurance coverages for the facility, that would materially alter the representations and conditions, set forth in the staff's Safety Evaluation enclosed to the NRC letter dated September 18, 1989. In addition, Entergy Louisiana Power, LLC or its designee is required to notify the NRC of any action by equity investors or successors in interest to Entergy Louisiana Power, LLC that may have an effect on the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter 1 and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

1. Maximum Power Level EOI is authorized to operate the facility at reactor core power levels not in excess of 3716 megawatts thermal (100% power) in accordance with the conditions specified herein.

2. Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A, as revised through Amendment No. 240, and the Environmental Protection Plan contained in Appendix B, are hereby incorporated in the license. EOI shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

AMENDMENT NO. 240

3. Antitrust Conditions (a) Entergy Louisiana Power, LLC shall comply with the antitrust license conditions in Appendix C to this license.

(b) Entergy Louisiana Power, LLC is responsible and accountable for the actions of its agents to the extent said agent's actions contravene the antitrust license conditions in Appendix C to this license.

4. Broad Range Toxic Gas Detectors (Section 2.2.1, SSER 6*)

Prior to startup following the first refueling outage, the licensee+ shall propose technical specifications for the Broad Range Toxic Gas Detection System for inclusion in Appendix A to this license.

5. Initial Inservice Inspection Program (Section 6.6, SSER 5)

By June 1, 1985, the licensee must submit an initial inservice inspection program for staff review and approval.

6. Environmental Qualification (Section 3.11, SSER 8)

Prior to November 30, 1985, the licensee shall environmentally qualify all electrical equipment according to the provisions of 10 CFR 50.49.

7. Axial Fuel Growth (Section 4.2, SSER 5)

Prior to entering Startup (Mode 2) after each refueling, the licensee shall either provide a report that demonstrates that the existing fuel element assemblies (FEA) have sufficient available shoulder gap clearance for at least the next cycle of operation, or identify to the NRC and implement a modified FEA design that has adequate shoulder gap clearance for at least the next cycle of operation. This requirement will apply until the NRC concurs that the shoulder gap clearance provided is adequate for the design life of the fuel.

• The parenthetical notation following the title of many license conditions denotes the section of the Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

+

The license originally authorized Louisiana Power and Light Company (LP&L) to possess, use and operate the facility. Consequently, certain historical references applicable to LP&L as the "Licensee" appear in these license conditions.

AMENDMENT NO. 134, 203

F. Except as otherwise provided in the Technical Specifications or the Environmental Protection Plan, EOI shall report any violations of the requirements contained in Section 2.C of this license in the following manner.

Initial notification shall be made within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> to the NRC Operations Center via the Emergency Notification System with written follow-up within 30 days in accordance with the procedures described in 10 CFR 50.73(b), (c) and (e).

G. Entergy Louisiana Power, LLC shall have and maintain financial protection of such type and in such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.

H. This license is effective as the date of issuance and shall expire at midnight on December 18, 2024.

FOR THE NUCLEAR REGULATORY COMMISSION original signed by H.R. Denton Harold R. Denton, Director Office of Nuclear Reactor Regulation

Enclosures:

1. (DELETED)

2. Attachment 2

3. Appendix A (Technical Specifications) (NUREG-1117)

4. Appendix B (Environmental Protection Plan)

5. Appendix C (Antitrust Conditions)

Date of Issuance: March 16, 1985 AMENDMENT NO. 218

CNRO-2014-0007 Attachment 1 Waterford FOL changes - markup pages (6 pages)

Power ENTERGY LOUISIANA, LLC ENTERGY OPERATIONS, INC.

DOCKET NO. 50-382 WATERFORD STEAM ELECTRIC STATION, UNIT 3 FACILITY OPERATING LICENSE License No. NPF-38 Amendment No. 203

1. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

Power A. The application for license filed by Entergy Louisiana, LLC complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Waterford Steam Electric Station, Unit 3 (facility), has been substantially completed in conformity with Construction Permit No.

CPPR-103 and the application as amended, the provisions of the Act, and regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 1.I and 2.D below);

D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I (except as exempted from compliance in Sections 1.I and 2.D below);

AMENDMENT NO. 134, 203

E. Entergy Operations, Inc. (EOI) is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; Power F. Entergy Louisiana, LLC has satisfied the applicable provisions of 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, of the Commissions regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs, and after considering available alternatives, the issuance of the Facility Operating License No. NPF-38, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40 and 70, except that an exemption to the provisions of 10 CFR 70.24 is granted as described in Supplement No. 8 to the Safety Evaluation Report. This exemption is authorized under 10 CFR 70.24(d) and will not endanger life or property or the common defense and security and is otherwise in the public interest.

2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on March 15, 1985, the license for fuel loading and low power testing, License No. NPF-26, issued on December 18, 1984, is superseded by Facility Operating License No. NPF-38 hereby issued to Entergy Louisiana, LLC and Entergy Operations, Inc. to read as follows:

Power A. This license applies to the Waterford Steam Electric Station, Unit 3, a pressurized water reactor and associated equipment (the facility), owned by Entergy Louisiana, LLC. The facility is located on the Entergy Louisiana, LLC site in St. Charles Parish, Louisiana and is described in the Entergy Louisiana, LLC Final Safety Analysis Report as amended, and the Environmental Report as amended.

Power Power Power AMENDMENT NO. 134, 203

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

Power

1. Entergy Louisiana, LLC, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess but not operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

2. EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

3. EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess, and use at any time at the facility site and as designated solely for the facility, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended.

4. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required;

5. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and

6. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein.

Power

7. (a) Entergy Louisiana, LLC, to transfer any portion of its 100%

undivided ownership interest (up to and inclusive $515 million of aggregate appraised value) in the facility to equity investors, and at the same time lease back for such equity investors, such interests sold in the facility and receive from such equity investors, consistent with Entergy Louisiana, LLC leases, the right to use and enjoy the benefits of the undivided ownership interests sold in the facility. The terms of the leases are for approximately 27 1/2 years subject to right of renewal. Such sale and leaseback transactions are subject to the condition that the equity investors and anyone else who may acquire an interest under this transaction(s) are prohibited from excising directly Power AMENDMENT NO. 134, 203

or indirectly any control over (i) the facility, (ii) power or energy produced by the facility, or (iii) the licensees of the facility.

Further, any rights acquired under this authorization may be exercised only in compliance with and subject to the requirements and restrictions of this operating license, the Atomic Energy Act of 1954, as amended, and the NRC's regulations. For purposes of this condition, the limitations of 10 CFR 50.81, as now in effect and as they may be subsequently amended, are fully applicable to the equity investors and any successors in interest to the equity investors, as long as the license for the facility remains in effect.

Power (b) Entergy Louisiana, LLC (or its designee) to notify the NRC in writing prior to any change in (i) the terms or conditions of any lease agreements executed as part of the above authorized financial transactions, (ii) any facility operating agreement involving a licensee that is in effect now or will be in effect in the future, or (iii) the existing property insurance coverages for the facility, that would materially alter the representations and conditions, set forth in the staff's Safety Evaluation enclosed to the NRC letter dated September 18, 1989. In addition, Entergy Louisiana, LLC or its designee is required to notify the NRC of any Power action by equity investors or successors in interest to Entergy Louisiana, LLC that may have an effect on the operation of the facility. Power C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter 1 and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

1. Maximum Power Level EOI is authorized to operate the facility at reactor core power levels not in excess of 3716 megawatts thermal (100% power) in accordance with the conditions specified herein.

2. Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A, as revised through Amendment No. 240, and the Environmental Protection Plan contained in Appendix B, are hereby incorporated in the license. EOI shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

AMENDMENT NO. 240

3. Antitrust Conditions Power (a) Entergy Louisiana, LLC shall comply with the antitrust license conditions in Appendix C to this license.

Power (b) Entergy Louisiana, LLC is responsible and accountable for the actions of its agents to the extent said agent's actions contravene the antitrust license conditions in Appendix C to this license.

4. Broad Range Toxic Gas Detectors (Section 2.2.1, SSER 6*)

Prior to startup following the first refueling outage, the licensee+ shall propose technical specifications for the Broad Range Toxic Gas Detection System for inclusion in Appendix A to this license.

5. Initial Inservice Inspection Program (Section 6.6, SSER 5)

By June 1, 1985, the licensee must submit an initial inservice inspection program for staff review and approval.

6. Environmental Qualification (Section 3.11, SSER 8)

Prior to November 30, 1985, the licensee shall environmentally qualify all electrical equipment according to the provisions of 10 CFR 50.49.

7. Axial Fuel Growth (Section 4.2, SSER 5)

Prior to entering Startup (Mode 2) after each refueling, the licensee shall either provide a report that demonstrates that the existing fuel element assemblies (FEA) have sufficient available shoulder gap clearance for at least the next cycle of operation, or identify to the NRC and implement a modified FEA design that has adequate shoulder gap clearance for at least the next cycle of operation. This requirement will apply until the NRC concurs that the shoulder gap clearance provided is adequate for the design life of the fuel.

• The parenthetical notation following the title of many license conditions denotes the section of the Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

+

The license originally authorized Entergy Louisiana, LLC to possess, use and operate the facility.

Consequently, certain historical references applicable to Entergy Louisiana, LLC as the "Licensee" appear in these license conditions.

LP&L Louisiana Power and Light Company (LP&L)

AMENDMENT NO. 134, 203

F. Except as otherwise provided in the Technical Specifications or the Environmental Protection Plan, EOI shall report any violations of the requirements contained in Section 2.C of this license in the following manner.

Initial notification shall be made within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> to the NRC Operations Center via the Emergency Notification System with written follow-up within 30 days in accordance with the procedures described in 10 CFR 50.73(b), (c) and (e).

Power G. Entergy Louisiana, LLC shall have and maintain financial protection of such type and in such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.

H. This license is effective as the date of issuance and shall expire at midnight on December 18, 2024.

FOR THE NUCLEAR REGULATORY COMMISSION original signed by H.R. Denton Harold R. Denton, Director Office of Nuclear Reactor Regulation

Enclosures:

1. (DELETED)

2. Attachment 2

3. Appendix A (Technical Specifications) (NUREG-1117)

4. Appendix B (Environmental Protection Plan)

5. Appendix C (Antitrust Conditions)

Date of Issuance: March 16, 1985 AMENDMENT NO. 218

CNRO-2014-0007 Attachment 2 Page 1 of 1 No Significant Hazards Consideration Determination The proposed changes to the licenses are administrative in nature. The proposed changes include changes to the headings and a new footnote in each license to reflect the transfers of the ownership licenses for River Bend Station Unit 1 from Entergy Gulf States Louisiana, L.L.C.

to Entergy Louisiana Power, LLC (ELP), and for Waterford 3 Steam Electric Station from Entergy Louisiana, LLC to ELP. In its regulations, at 10 CFR 2.1315, the Nuclear Regulatory Commission (NRC) has made a generic determination regarding No Significant Hazards Consideration determinations required by 10 CFR 50.92. The determination is applicable to license amendments involving license transfers. In brief, the rule states that the NRC has determined that any amendment to the license of a utilization facility which does no more than conform the license to reflect the transfer action does not involve a significant hazards consideration. The proposed changes contained in this license amendment application are intended solely to conform the River Bend Station Unit 1 and Waterford 3 Steam Electric Station licenses to reflect the new owner licensee, and thus meet the criteria specified by 10 CFR 2.1315.

1

CNRO-2014-0007 Attachment 3 Page 1 of 5 The following tables provide the information required by 10 CFR 50.33(d)(3)(i) and (ii) for the corporations that will hold, directly or indirectly, the Facility Operating Licenses for River Bend and Waterford following the transaction.

NAME: Entergy Corporation STATE OF INCORPORATION: Delaware BUSINESS ADDRESS: 639 Loyola Avenue New Orleans, LA 70113 DIRECTORS: Maureen S. Bateman Leo P. Denault (Chairman)

Kirkland H. Donald Gary W. Edwards Alexis M. Herman Donald C. Hintz Stuart L. Levinick Blanche L. Lincoln Stewart C. Myers W. J. Billy Tauzin Steven V. Wilkinson EXECUTIVE OFFICERS: Leo P. Denault - Chairman of the Board and Chief Executive Officer William M. Mohl - President, Entergy Wholesale Commodities Theodore H. Bunting, Jr. - Group President Utility Operations Marcus V. Brown - Executive Vice President and General Counsel Andrew S. Marsh - Executive Vice President and Chief Financial Officer Mark T. Savoff - Executive Vice President and Chief Operating Officer Roderick K. West - Executive Vice President and Chief Administrative Officer Jeffrey S. Forbes - Executive Vice President, Nuclear Operations/Chief Nuclear Officer Alyson M. Mount - Senior Vice President and Chief Accounting Officer Donald W. Vinci, Senior Vice President, Human Resources and Chief Diversity Officer 1

CNRO-2014-0007 Attachment 3 Page 2 of 5 NAME: Entergy Operations, Inc.

STATE OF INCORPORATION: Delaware BUSINESS ADDRESS: 1340 Echelon Parkway Jackson, MS 39213 DIRECTORS: Forbes, Jeffrey S.

Jacobs, Donna Kowalewski, Joseph A.

EXECUTIVE OFFICERS: Forbes, Jeffrey S. - President and Chief Executive Officer Brown, Marcus V. - Executive Vice President and General Counsel Kowalewski, Joseph A. - Chief Operating Officer - South Browning, Jeremy G. - Vice President, Operations (Arkansas Nuclear One)

Chisum, Michael R. - Vice President, Operations (Waterford 3)

Curry, Wanda C. - Vice President, Chief Financial Officer

- Nuclear Operations James, William J., Jr. - Vice President, Major Fleet Projects Maguire, William F. - Vice President, Operations Support McNeal, Steven C. - Vice President and Treasurer Mulligan, Kevin J. - Vice President, Operations (Grand Gulf Nuclear Station)

Olson, Eric W. - Vice President, Site (River Bend Station)

Falstad, Daniel T. - Secretary Aluise, Joseph A. - Assistant Secretary Blaylock, Amy A. - Assistant Secretary Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer Wichers, Paul J., Jr. - Tax Officer 2

CNRO-2014-0007 Attachment 3 Page 3 of 5 NAME: Entergy Gulf States Louisiana, LLC STATE OF INCORPORATION: Louisiana (to become Texas)

BUSINESS ADDRESS: 446 North Boulevard Baton Rouge, LA 70802 DIRECTORS: Bunting, Theodore H., Jr.

Marsh, Andrew S.

Savoff, Mark T.

EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. - President and Chief Executive Officer Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Brown, Marcus V., - Executive Vice President and General Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer McNeal, Steven C. - Vice President and Treasurer Falstad, Daniel T. - Secretary Balash, Dawn A. - Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer NAME: Entergy Louisiana, LLC STATE OF INCORPORATION: Texas BUSINESS ADDRESS: 4809 Jefferson Highway Jefferson, LA 70121 DIRECTORS: Bunting, Theodore H., Jr.

Marsh, Andrew S.

Savoff, Mark T.

EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. - President and Chief Executive Officer Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Brown, Marcus V., - Executive Vice President and General Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer McNeal, Steven C. - Vice President and Treasurer Falstad, Daniel T. - Secretary Balash, Dawn A. - Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer 3

CNRO-2014-0007 Attachment 3 Page 4 of 5 NAME: EGS Holdings, LLC (formerly EGS Holdings, Inc.)

STATE OF INCORPORATION: Texas BUSINESS ADDRESS: 2001 Timberloch, The Woodlands, TX 77382 DIRECTORS: Peebles, Eddie D.

Senac, Etienne EXECUTIVE OFFICERS: Peebles, Eddie D. - President Senac, Etienne - Vice President Wagner, Thomas G. - Vice President and Secretary Meaux, Pamela M - Treasurer Ahrens, Jere M - Tax Officer NAME: Entergy Louisiana Holdings, LLC (formerly Entergy Louisiana Holdings, Inc.)

STATE OF INCORPORATION: Texas BUSINESS ADDRESS: 2001 Timberloch, The Woodlands, TX 77382 DIRECTORS: Peebles, Eddie D.

Senac, Etienne EXECUTIVE OFFICERS: Senac, Etienne - President and Chief Executive Officer Wagner, Thomas G. - Secretary Meaux, Pamela M - Treasurer Ahrens, Jere M - Tax Officer NAME: Entergy Utility Holding Company, LLC (formerly Louisiana Power & Light Company)

STATE OF INCORPORATION: Texas BUSINESS ADDRESS: 639 Loyola Avenue, New Orleans, LA 70113 DIRECTORS: Bunting, Theodore H., Jr.

Marsh, Andrew S.

Savoff, Mark T.

EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. - President and Chief Executive Officer Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Brown, Marcus V., - Executive Vice President and General Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer McNeal, Steven C. - Vice President and Treasurer Falstad, Daniel T. - Secretary Balash, Dawn A. - Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer 4

CNRO-2014-0007 Attachment 3 Page 5 of 5 NAME: Entergy Louisiana Power, LLC STATE OF INCORPORATION: Texas BUSINESS ADDRESS: Louisiana - to be determined DIRECTORS: May, Phillip R., Jr. (Chairman)

Bunting, Theodore H., Jr.

Marsh, Andrew S.

Savoff, Mark T.

EXECUTIVE OFFICERS: May, Phillip R., Jr. - President and Chief Executive Officer Bunting, Theodore H., Jr. - Group President, Utility Operations Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Brown, Marcus V., - Executive Vice President and General Counsel Forbes, Jeffrey S. - Executive Vice President and Chief Nuclear Officer Henderson, Joseph T. - Senior Vice President and General Tax Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer Dawsey, Dennis P. - Vice President, Customer Service Fontan, Kimberly - Vice President, Regulatory Affairs Hurstell, John P. - Vice President, System Planning McNeal, Steven C. - Vice President and Treasurer Montelaro, Jody - Vice President, Public Affairs Falstad, Daniel T. - Secretary Balash, Dawn A. - Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer Roberts, Rory L. - Tax Officer Wichers, Paul J., Jr. - Tax Officer 5