ML17268A213

ISFSI, River Bend Station Unit 1 & ISFSI, Waterford 3 Steam Electric Station & ISFSI, Grand Gulf Nuclear Station & ISFSI, Application for Order Approving Transfers of Licenses and Conforming License Amendments

ML17268A213
Person / Time
Site:	Grand Gulf, Arkansas Nuclear, River Bend, Waterford
Issue date:	09/21/2017
From:	Gaston R Entergy Operations
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
CNR0-2017-00016
Download: ML17268A213 (60)

Text

• =w=* Entergy CNR0-2017-00016 September 21, 2017 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.

Arkansas Nuclear One, Units 1 & 2 and ISFSI Docket Nos. 50-313, 50-368 & 72-13 River Bend Station Unit 1 & ISFSI Docket Nos. 50-458 & 72-49 Waterford 3 Steam Electric Station & ISFSI Docket Nos. 50-382 & 72-75 Grand Gulf Nuclear Station & ISFSI Docket Nos. 50-416 & 72-50.

Entergy Operations, Inc.

1340 Echelon Parkway Jackson, MS 39213 Ronald Gaston Acting Vice President Regulatory Assurance 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 the subject licensees, as well as their parent companies and itself (the Applicants), hereby requests that the NRC issue an Order approving the transfers of control of the Facility Operating and Independent Spent Fuel Storage Installation Licenses for Arkansas Nuclear One, Units 1 & 2 (ANO), and if required, the Facility Operating and Independent Spent Fuel Storage Installation Licenses for River Bend Station (RBS) and Waterford 3 Steam Electric Station (Waterford), and conforming license amendments. ANO, RBS, Waterford, and Grand Gulf Nuclear Station (Grand Gulf, as discussed below) will collectively be referred to in this document as the Facilities, where appropriate.

With respect to ANO, the license transfer approval and conforming amendments are necessary to support a proposed transaction whereby, subject to approval by other regulatory authorities, Entergy Arkansas, Inc. (EAI) will transfer (or "allocate," as the term is used in the Texas Business Organizations Code) substantially all of its assets and liabilities to a new subsidiary

CNR0-2017-00016 Page 2 of 3 that will be finally named Entergy Arkansas, LLC (EAL), resulting in a new owner licensee for ANO, immediately after which, the membership interests of the new subsidiary will be contributed to Entergy Utility Holding Company, LLC (EUHC). Thus, approval of the ANO license transfers is required pursuant to 10 CFR 50.80.

Subject to approval by other regulatory authorities, Entergy Mississippi, Inc. (EMI) is expected to undertake a similar asset transfer to a newly-formed subsidiary, the membership interests of which will be contributed to EUHC. 1 The various, contemplated steps will occur contemporaneously, except for two preliminary steps which will occur, based on the Applicants' current estimation, within 10 days prior to the remaining steps as described in the Enclosure.

The proposed actions 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.

EUHC currently is the sole member of Entergy Louisiana, LLC (ELL), the owner licensee of RBS and Waterford. The above-described actions will result in additional members of EUHC. Based on prior precedent involving changing of parent companies, including South Texas Project, Units 1 and 2, November 1, 2012 (Accession No. ML12297A134) and Surry and North Anna Nuclear Power Stations, December 7, 1999 (Accession No. ML993470426), and that the proposed actions will not change the fact that ELL is and will be a subsidiary of Entergy Corporation at all times, EOI does not believe the proposed actions will result in any transfer of the RBS or Waterford licenses, and requests NRC concurrence in this conclusion. However, out of an abundance of caution and to prevent any schedule slippage that could affect the targeted completion date for the proposed transactions, EOI requests approval of any transfer of the licenses for RBS and Waterford, if the NRC deems it necessary.

EMI has certain antitrust responsibilities specified in the Grand Gulf license. If the asset transfers discussed in this application for EMI occur, this will result in a direct transfer of those antitrust responsibilities to a newly-formed subsidiary that will be finally named Entergy Mississippi, LLC. EOI requests approval of this direct transfer of EMI's license obligations to Entergy Mississippi, LLC.

License amendments are required for the ANO licenses to reflect the new name of the owner licensee, EAL. License amendments are also required, if EMI engages in the transfers, to reflect the new name for the licensee having antitrust responsibilities in the Grand Gulf license, Entergy Mississippi, LLC. 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.

1 Moreover, Entergy New Orleans, Inc. (ENOl) has obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL}. The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017.

Also, when the ENOl Transaction closes, ENOl's name will be changed to Entergy Utility Group, Inc.

("EUG"), and EUG will become a member of EUHC. EOI and Entergy Louisiana, LLC provided the NRC with notice of that ENOl transaction through a January 27, 2017 Notice of Corporate Name Changes, and of Proposed Internal Reorganization Relating to the Ownership Structure of Entergy Utility Holding Company, LLC. (Accession No. ML17030A419). As noted in that filing, "EOI does not believe the [ENOl]

internal reorganization will result in the transfer of the RBS or Waterford licenses that would require approval." /d. at 1.

CNR0-2017 -00016 Page 3 of 3 The proposed transfers are necessary for the restructuring of two of Entergy Corporation's utility companies under an intermediate holding company. The restructurings are anticipated to create benefits as described in the Enclosure.

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 operator's officers, personnel, or day-to-day operation of the Facilities. The proposed license transfers will not involve any other changes to the current licensing basis of the Facilities apart from name changes. The proposed transfers will neither have any adverse impact on the public health and safety nor be inimical to the common defense and security. The proposed transfers do not involve any ownership, control or domination by any foreign entity of the Applicants or the Facilities.

EOI requests that the 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 by August 1, 2018. Such consent should be made immediately effective upon issuance and should permit the transfers to occur at any time for one year following the NRC's approval. The conforming license amendments should be approved but not issued until the transfers occur. The proposed transactions are subject to other regulatory approvals, and EOI will inform the 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 the NRC requires additional information concerning this license transfer request, please contact Bryan Ford, Senior Manager Regulatory Assurrance, 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).

This letter contains no new regulatory commitments.

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Enclosure:

Application For Order Approving License Transfers and Conforming License Amendments cc: Regional Administrator, RIV NRC site PMs Ms. Margaret O'Banion, Project Manager, NRC/NRR/DORL

ENCLOSURE ARKANSAS NUCLEAR ONE, UNITS 1 & 2 RIVER BEND STATION UNIT 1 WATERFORD 3 STEAM ELECTRIC STATION GRAND GULF NUCLEAR STATION CNR0-2017-00016 APPLICATION FOR ORDER APPROVING LICENSE TRANSFERS AND CONFORMING LICENSE AMENDMENTS

Enclosure to CNR0-2017 -00016 Page 1 of 19 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of

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Entergy Operations, Inc.

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Arkansas Nuclear One, Units 1 & 2 & ISFSI

)

)

River Bend Station Unit 1 & ISFSI

)

)

Waterford 3 Steam Electric Station & ISFSI

)

)

Grand Gulf Nuclear Station & ISFSI

)

)

AFFIRMATION Docket Nos.

50-313, 50-368 & 72-13 50-458 & 72-49 50-382 & 72-75 50-416 & 72-50 I, Ronald Gaston, being duly sworn, hereby depose and state that I am Acting 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.

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Enclosure to CNR0-2017 -00016 Page 2 of 19 Application for Order Approving License Transfers and Conforming License Amendments Entergy Operations, Inc. (All Dockets)

Arkansas Nuclear One, Units 1 & 2 & ISFSI, Docket Nos. 50-313, 50-368 & 72-13 River Bend Station Unit 1 & ISFSI, Docket Nos. 50-458 & 72-49 Waterford 3 Steam Electric Station & ISFSI, Docket Nos. 50-382 & 72-75 Grand Gulf Nuclear Station & ISFSI, Docket Nos. 50-416 & 72-50

Enclosure to CNR0-2017 -00016 Page 3 of 19 Table of Contents I.

INTRODUCTION II.

STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE

• TRANSACTIONS MAKING THE TRANSFERS NECESSARY OR DESIRABLE Ill.

GENERAL CORPORATE INFORMATION IV.

FOREIGN OWNERSHIP OR CONTROL

v.

TECHNICAL QUALIFICATIONS VI.

FINANCIAL QUALIFICATIONS A. Financial Qualifications For Operations B. Decommissioning Funding VII.

ANTITRUST INFORMATION VIII.

RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION IX.

ENVIRONMENTAL CONSIDERATIONS X.

GRID RELIABILITY XI.

PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE XII.

EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS XIII.

CONCLUSION Figure 1: SIMPLIFIED ORGANIZATION CHART-CURRENT Figure 2: SIMPLIFIED ORGANIZATION CHART-POST-TRANSFER - Proposed Changes to the Facility Operating Licenses (FOL) - No Significant Hazards Consideration Determination -General Corporate Information Regarding NRC Licensed Entities and Their Corporate Parents 5

11 12 12 13 13 13 15 15 16 16 16 17 17 17 18 19

Enclosure to CNR0-2017 -00016 Page 4 of 19 In the Matter of

)

)

Entergy Operations, Inc.

)

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Arkansas Nuclear One, Units 1 & 2 & ISFSI

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)

River Bend Station Unit 1 & ISFSI

)

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Waterford 3 Steam Electric Station & ISFSI

)

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Grand Gulf Nuclear Station & ISFSI

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Docket Nos.

50-313, 50-368 & 72-13 50-458 & 72-49 50-382 & 72-75 50-416 & 72-50

Enclosure to CNR0-2017-00016 Page 5 of 19 APPLICATION FOR ORDER APPROVING TRANSFERS OF LICENSES AND CONFORMING LICENSE AMENDMENTS 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 the captioned licensees, as well as their parent companies and itself (the Applicants), hereby requests that the NRC issue an Order approving the transfers of control of the Facility Operating and Independent Spent Fuel Storage Installation Licenses for Arkansas Nuclear One, Units 1 & 2 (ANO), and if required, the Facility Operating and Independent Spent Fuel Storage Installation Licenses for RBS and Waterford, and conforming license amendments. ANO, RBS, Waterford, and Grand Gulf (as discussed below) will sometimes collectively be referred to in this Application as the Facilities.

With respect toANO, the license transfer approval and conforming amendments are necessary to support a proposed transaction whereby, subject to approval by other regulatory authorities, Entergy Arkansas, Inc. (EAI), the owner licensee of ANO, will transfer (or "allocate," as the term is used in the Texas Business Organizations Code) substantially all of its assets and liabilities to a new subsidiary that will be finally named Entergy Arkansas, LLC (EAL), resulting in a new owner licensee for ANO, immediately after which, the membership interests of the new subsidiary will be contributed to Entergy Utility Holding Company (EUHC). Thus, approval of the ANO license transfers is required pursuant to 10 CFR 50.80.

Subject to approval by other regulatory authorities, Entergy Mississippi, Inc. (EM I) is expected to implement a similar asset transfer to a newly-formed subsidiary, the membership interests of which will be contributed to EUHC, as described below.2 The proposed actions will result in additional members of EUHC. The proposed actions 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.

EMI has certain antitrust responsibilities specified in the Grand Gulf license. If the asset transfers discussed in this application for EMI take place, this will result in a direct transfer of those antitrust responsibilities to a newly-formed subsidiary that will be finally named Entergy Mississippi, LLC. EMI is today, and Entergy Mississippi, LLC will remain, a rate-regulated utility.

EMI does not own or operate any nuclear assets, although it has a contractual entitlement to a 2 Moreover, Entergy New Orleans, Inc. (ENOl) has obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL). The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017.

Also, when the ENOl Transaction closes, ENOl's name will be changed to Entergy Utility Group, Inc.

("EUG"), and EUG will become a member of EUHC. EOI and Entergy Louisiana, LLC provided the NRC with notice of that ENOl transaction through a January 27, 2017 Notice of Corporate Name Changes, and of Proposed Internal Reorganization Relating to the Ownership Structure of Entergy Utility Holding Company, LLC. (Accession No. ML17030A419). As noted in that filing, "EOI does not believe the [ENOl]

internal reorganization will result in the transfer of the RBS or Waterford licenses that would require approval." ld. at 1.

Enclosure to CNR0-2017 -00016 Page 6 of 19 portion of Grand Gulf's output. EOI requests approval of this direct transfer of EMI's license obligations to Entergy Mississippi, LLC.

EUHC currently is the sole member of Entergy Louisiana, LLC (ELL). ELL and EOI are co-holders of Facility Operating License for RBS. ELL is the licensed owner, and EOI is the licensed operator and is authorized to possess, use, and operate RBS, which is located in West Feliciana Parish, Louisiana. ELL and EOI are also co-holders of Facility Operating License for Waterford. ELL is the licensed owner, and EOI is the licensed operator and is authorized to possess, use, and operate Waterford, which is located in St. Charles Parish, Louisiana. For further background on ELL and its ownership of RBS and Waterford, please see River Bend Station, Unit 1 and Waterford Steam Electric Station, Unit 3 - Orders Approving Direct and Indirect Transfer of Licenses and Conforming Amendment, dated August 14, 2015 (Accession No. ML15138A440).

Proposed EAI Transaction EAI and EOI are co-holders of renewed Facility Operating Licenses for ANO. EAI is the licensed owner, and EOI is the licensed operator and is authorized to possess, use and operate ANO, which is located in Pope County, Arkansas. EAI is an electric utility operating principally in Arkansas. In connection with its proposed transaction, EAI will transfer substantially all of its assets and liabilities, including ANO and its licenses, to a new subsidiary, ultimately to be named Entergy Arkansas, LLC (EAL). EAI will then contribute the membership interests of EAL to EUHC in exchange for units of common membership interests in EUHC (EUHC Common Membership Interests), and EAI's name will be changed to Entergy Utility Property, Inc. (EUP).

EAL, owned directly by EUHC after the transfer, will conduct the same utility business as EAI conducted immediately prior to completion of the proposed EAI transaction. The proposed EAI transaction will result in a direct transfer of the ANO NRC license from EAI to EAL, and an indirect transfer of that same license when the membership interests of EAL are transferred to EUHC. Thus, approval of the license transfers is required pursuant to 10 CFR 50.80. License amendments are required for the ANO license to reflect the new name of the owner licensee, EAL. The implementation of the proposed transactions is contingent on approvals of other regulatory authorities having jurisdiction, as well as the NRC.

Proposed EM/ Transaction Depending on approvals of other regulatory authorities having jurisdiction, it is expected that EMI will undertake a similar asset and liability transfer to a new subsidiary, and subsequently transfer the membership interests of that subsidiary to EUHC in exchange for EUHC Common Membership Interests. EMI is currently a utility, and EMI is referenced in the Grand Gulf license (for anti-trust responsibilities). The name of the new subsidiary that will hold the assets of EMI upon completion of the proposed transaction will be Entergy Mississippi, LLC (EML). After the transfer of the assets, EMI will be renamed Entergy Utility Enterprises, Inc. (EUE). Upon completion of the proposed transactions, EML will conduct the same utility business as EMI conducted immediately prior to the completion of the proposed transaction, and EUHC will be the sole member of EML.

If EMI engages in its restructuring transaction, license amendments are also required to reflect the new name for the licensee having antitrust responsibilities in the Grand Gulf license, EML.

The ultimate corporate parent, Entergy Corporation, will remain the same.

Enclosure to CNR0-2017-00016 Page 7 of 19 Proposed EAI and EMf Transactions - Subject to Approval by other Regulatory Authorities If either proposed transaction is not approved by a regulator with jurisdiction to approve such transaction, EOI will promptly notify the NRC of such event and will update this application accordingly.

Impact of the Proposed EAI and EMf Transactions on EUHC-License Transfer The proposed transactions involving EAI and EMI will result in new members of EUHC,3 which is currently the sole member of ELL (ELL is the owner of the RBS and Waterford NRC licenses).

However, based on the fact that ELL is and will be a majority-owned Entergy Corporation subsidiary at all times, and on prior precedent involving changing of parent companies, including South Texas Project, Units 1 and 2, November 1, 2012 (Accession No. ML12297A134) and Surry and North Anna Nuclear Power Stations, December 7, 1999 (Accession No. ML993470426), EOI does not believe the proposed transactions will result in any transfer of the RBS or Waterford licenses, and requests NRC concurrence in this conclusion. However, out of an abundance of caution and to prevent any schedule slippage that could affect the targeted transaction date, EOI requests approval of any transfer of the licenses for RBS and Waterford, if the NRC deems it necessary.

Impact of the Proposed EAI and EM/ Transactions on EUHC-Changes in Ownership The current ownership of EUHC is vested in members who hold EUHC Common Membership Interests and members who hold preferred membership interests in EUHC (EUHC Preferred Membership Interests). Currently, the outstanding EUHC Common Membership Interests are owned by Entergy Corporation and its affiliates4 and the outstanding EUHC Preferred Membership Interests are owned by unrelated third parties. EUHC's voting rights are currently allocated 79% to the owners of the EUHC Common Membership Interests and 21% to the owners of the EUHC Preferred Membership Interests. As a result of the proposed EAI and EMI transactions, the allocation of voting power between the owners of the EUHC Common Membership Interests and the EUHC Preferred Membership Interests will not change based on the issuance of additional units of either class of membership interests. The issuance of additional units of either class of membership interests will only dilute the voting power of the existing owners of such class of membership interests.

As noted above, the proposed transactions are contingent upon NRC approval, as well as approval from other regulatory authorities. It is possible that either EAI or EMI will not be able to participate in the proposed transactions because of a failure to obtain required regulatory approval. To the extent the relevant regulators do not approve either of those companies' participation in the proposed transactions, that will determine whether those companies become 3 As noted above, when the ENOl Transaction closes in late 2017, that transaction will also result in ENOl becoming a new member of EUHC.

4 The outstanding EUHC Common Membership Interests are owned 39.89% by Entergy Utility Affiliates, LLC (formerly Entergy Gulf States Louisiana, LLC), 53.77% by Entergy Utility Assets, LLC (formerly EL Investment Company, LLC), and 6.35% by Entergy Corporation (percentages based on aggregate outstanding units of EUHC Common Membership Interests).

Enclosure to CNR0-2017-00016 Page 8 of 19 members of EUHC and influence the ownership percentage of EUHC Common Membership Interests by its members (including the companies that participate in the proposed transactions).

Further, as noted above, ENOl has obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL). The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017. For purposes of Table 1 below, the Applicants assume that the ENOl transaction will close in 2017 and that EAI and EMI will obtain all requisite approvals from their retail regulators and FERC. Table 1 below depicts the estimated percentage ownership of EUHC Common Membership Interests (percentages based on aggregate number of outstanding units of EUHC Common Membership Interests estimated to be outstanding upon completion of the proposed EAI and EMI transactions on November 30, 2018). The percentages estimated in Table 1 are based on June 30, 2017 book values and other estimated contributions (see Step 2 in the listing of material events below). The actual final percentages may change based on the book values and actual contributions as of the closing date(s).

Table 1 - Estimated Ownership Percentages of EUHC Common Membership Interests by Company upon completion of the Proposed Transactions Entergy Entergy Entergy Entergy Entergy Utility Entergy Utility Utility Utility Utility Affiliates, Corp.

Property, Enterprises,

Group, Total Assets, LLC LLC Inc (EUP)

Inc. (EUE)

Inc.

(EUG) 31.36%

23.26%

3.70%

27.01%

11.12%

3.55%

100.00%

The percentage ownership of EUHC Common Membership Interests of each of the members as shown in Table 1 above would need to be multiplied by 79% to obtain the estimated percentage of the total voting power of EUHC held by each such member. For example, EUP is estimated to hold 27.01% of the EUHC Common Membership Interests. This would entitle EUP to approximately 21.34% of the vote on EUHC matters to be voted on by its members (0.79 x 27.01%).

Issuance of EUHC Preferred Membership Interests in connection with the Proposed EAI and EM/ Transactions As part of the proposed transactions, additional EUHC Preferred Membership Interests will be issued to unrelated third parties. However, the allocation of voting power to the holders of the EUHC Preferred Membership Interests will remain at 21% of the total voting power, regardless of the number of units of additional EUHC Preferred Membership Interests issued in connection with the proposed transactions (including if one of the proposed transactions is not approved and does not occur). In other words, the issuance of additional units of EUHC Preferred Membership Interests will dilute the voting power of the current holders of EUHC Preferred Membership Interests, not the voting power of the holders of the EUHC Common Membership Interests.

Enclosure to CNR0-2017-00016 Page 9 of 19 As with the transaction that was the subject of River Bend Station, Unit 1 and Waterford Steam Electric Station, Unit 3 - Orders Approving Direct and Indirect Transfer of Licenses and Conforming Amendment, dated August 14, 2015 (Accession No. ML15138A440}, the additional EUHC Preferred Membership Interests will be marketed to a limited number of large institutional investors, and it is not anticipated that the EUHC Preferred Membership Interests will be widely held. It is possible that some additional EUHC Preferred Membership Interests could be held by foreign owners, although the Applicants cannot predict how much, if any, of the EUHC Preferred Membership Interests will be so held. The outstanding EUHC Preferred Membership Interests include, and the additional EUHC Preferred Membership Interests will include, the following features that will ensure that no foreign domination or control could result from any party holding EUHC Preferred Membership Interests:

• Holders of the EUHC Preferred Membership Interests would possess 21% of the voting power of EUHC. The holders of the EUHC Common Membership Interests would possess 79% of the voting power of EUHC. Based on the relative voting power, holders of EUHC Preferred Membership Interests would not be able to appoint a majority of the members of the EUHC Board of Directors.

• Holders of the EUHC Preferred Membership Interests would not be granted the right to nominate or vote to the Board of Directors a majority (or more) of its directors.

• Matters that are related to or affect the nuclear safety of the Facilities submitted to a vote of the members would not require unanimous consent.

• Holders of the EUHC Preferred Membership Interests would not have special consent rights or veto rights with respect to matters that are related to or affect the nuclear safety of the Facilities.

• Holders of the EUHC Preferred Membership Interests would not be granted any rights that would permit them to dominate the board of directors of EUHC or direct the management of ELL or EAL.

It is not expected that the issuance of the EUHC Preferred Membership Interests will require a Schedule 13G (or 13D) filing with the SEC. The filing of Schedules 13D and 13G are as required by 17 CFR §240.13d-1. Paragraph (i) of that regulation defines equity securities that would have to file Schedules 13D or 13G as, in relevant part, those securities that are registered pursuant to Section 12 of the Securities Act. Section 12 of the Securities Act, 15 U.S.C. §781,.

provides at section (b) that securities may be registered on a national securities exchange, and provides at section (g) that securities shall be registered if, again in relevant part, the class of equity securities is held of record by either 2000 persons or 500 persons who are not accredited investors. It is anticipated that the preferred membership interests will be offered in a private placement, and not be listed on a national securities exchange. It is also anticipated that the EUHC Preferred Membership Interests will be held by a limited number of investors (fewer than 2000 persons, and fewer than 500 investors who are not accredited). Accordingly, in EOI's opinion, the likelihood of having Schedule 13G filings for the EUHC Preferred Membership Interests is very remote.

Proposed Transaction Steps for the EAI and EM/ Transactions Simplified organization charts reflecting the current and post-transfer ownership structures are provided as Figures 1 and 2.

Enclosure to CNR0-2017-00016 Page 10 of 19 Below is a step-by-step list illustrating the material events related to the proposed transactions as contemplated. The various steps in the proposed transactions that are contemplated are expected to occur contemporaneously (except for Steps 1 and 3, the conversion of EAI and EM I, which will occur, based on the licensees' current estimation, within 10 days prior to the remaining steps), however, the exact order and timing of any particular steps may vary from the description below.

Step 1:

Each of (i) EAI, an Arkansas corporation and (ii) EMI, a Mississippi corporation, will redeem its outstanding preferred stock.

Step 2:

Entergy Corporation, a Delaware corporation, may contribute certain assets to EAI and EMI.

Step 3:

Each of EAI and EMI will convert to Texas corporations. Pursuant to the merger provisions of the Texas Business Organizations Code, each of EAI and EMI, respectively, will transfer substantially all of its assets (other than any assets received in Step 2 above) and liabilities to wholly-owned subsidiaries, Entergy Arkansas Power, LLC, a Texas limited liability company (EA Power), and Entergy Mississippi Power and Light, LLC, a Texas limited liability company (EMP&L), respectively.

Under the TXBOC, each of EAI, EMI, EA Power, and EMP&L will survive the mergers, except that the specified assets and liabilities will be allocated from EAI and EMI to EA Power and EMP&L, respectively, upon consummation of the mergers.

Step 4:

EAI and EMI will each contribute its membership interests in EA Power and EMP&L, respectively, and any assets received in Step 2 above, to EUHC, a Texas limited liability company, in exchange for common membership interests in EUHC. In connection with such contributions, EUHC will simultaneously issue additional voting preferred membership interests to unrelated third parties. As a result of the contributions, each of EA Power and EMP&L will be wholly-owned subsidiaries of EUHC.

Step 5:

(i)

EAI will change its name to EUP. EA Power will then change its name to EAL.

(ii)

EMI will change its name to EUE. EMP&L will then change its name to EML.

Proposed EM/ Transaction -Antitrust Responsibilities As noted above, pursuant to 10 CFR 50.90, this application also requests conforming administrative amendments to reflect the new names of the ANO owner licensee EAL as referenced in the licenses. Additionally, EMI has anti-trust responsibilities in the Grand Gulf license, and this application requests that references to Entergy Mississippi, Inc. in the Grand Gulf license be replaced with references to Entergy Mississippi, LLC (EML) if EMI participates in

Enclosure to CNR0-2017-00016 Page 11 of 19 the transfers as expected.5 Marked-up and typed pages showing the requested conforming changes to the licenses are provided as Attachment 1 to this application. Attachment 2 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 transfers, and as such, they fall within the generic finding of no significant hazards consideration provided for in 10 CFR 2.1315.

Other Following completion of the proposed EAI and EMI transactions, Entergy Corporation will be the ultimate parent company. The proposed transactions 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.

II.

STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTIONS MAKING THE TRANSFERS NECESSARY OR DESIRABLE Entergy Corporation currently conducts retail regulated utility operations through several regulated operating companies, including EAI, ELL, and EMI. The proposed transfers are necessary to permit the aforementioned regulated operating companies that are not currently in the same holding company structure as ELL to be owned by the same holding company that currently owns ELL, that is, EUHC.6 As part of the transactions, the existing corporate operating companies transfer their respective operations to LLCs, and these new LLCs are transferred to EUHC.

In addition to the regulated utility operations, Entergy Corporation also owns a merchant generation business. The regulated utility business and the merchant generation business have different financial risks and liquidity requirements. In the judgment of Entergy Corporation management, the holding company structure will enhance the separation between Entergy Corporation's regulated utility businesses and its merchant generation business, so that their respective risks and requirements are more properly supported by the applicable business.

Also, for those utilities that become subsidiaries of EUHC, EUHC could, if necessary, provide an additional source of financing for those operating company subsidiaries.

The restructurings are fully consistent with the continued safe operation of the Facilities.

5 A change from Entergy Mississippi, Inc. to Entergy Mississippi, LLC in the Grand Gulf license was proposed in a license transfer application dated September 27, 2012 in connection with a proposed divestiture of transmission assets (Accession No. ML12275A013). The NRC approved the proposed change in the Grand Gulf license by order dated May 3, 2013 (Accession No. ML13077A237). The proposed transmission asset divestiture did not take place, however, and the change for EMI in the Grand Gulf license did not occur at that time.

6 As noted above, ENOl has obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL). The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017.

Enclosure to CNR0-2017-00016 Page 12 of 19 Ill. GENERAL CORPORATE INFORMATION The following are the names of the corporate entities licensed by the NRC after the transfers:

Entergy Operations, Inc.

Entergy Louisiana, LLC Entergy Arkansas, LLC Entergy Mississippi, LLC The following are the names of the corporate entities that after the license transfers will directly or indirectly own the Licensee Entities and EOI, and the names by which they were formerly known (fka):

Entergy Corporation Entergy Utility Affiliates Holdings, LLC (fka EGS Holdings, LLC)

Entergy Utility Affiliates, LLC (fka Entergy Gulf States Louisiana, LLC)

Entergy Utility Assets Holdings, LLC (fka Entergy Louisiana Holdings, LLC)

Entergy Utility Assets, LLC (fka EL Investment Company, LLC)

Entergy Utility Group, Inc. (fka Entergy New Orleans, Inc.)

Entergy Utility Holding Company, LLC Entergy Utility Property, Inc. (fka Entergy Arkansas, Inc.)

Entergy Utility Enterprises, Inc. (fka Entergy Mississippi, Inc.)

The organizational structure of the licensed corporate entities and related entities both before and after the transfers 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(s) 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 Corporation 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 Corporation as of December 31, 2016. However, State Street Corporation, a Massachusetts corporation, reports that as of December 31, 2016, it owned 5.36% of the voting common stock of Entergy; BlackRock, Inc., a Delaware corporation, reports that as of December 31, 2016, it owned 8.8% of the voting common stock of Entergy Corporation; and The Vanguard Group, a Pennsylvania corporation, reports that as of December 31, 2016, it owned 10.86% of the voting common stock of Entergy Corporation.

None of the aforementioned stockholders disclosed any foreign ownership of the shares they hold. State Street Corporation; BlackRock, Inc.; and The Vanguard Group all attest in their Schedule 13G filings that they are U.S. corporations or citizens. None of these entities has any

Enclosure to CNR0-2017 -00016 Page 13 of 19 right to appoint any manager or director of Entergy Corporation and has no special voting rights beyond those held by all other voting shareholders of Entergy Corporation. 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 Corporation. See 17 CFR 240.13d-1(b)&(c) (requirements for Schedule 13G filing).

The current and proposed directors and executive officers of Entergy Corporation and the Entergy subsidiaries listed in Section Ill above are all United States citizens. There is no reason to believe that Entergy Corporation or any of the Entergy subsidiaries listed in Section Ill above are owned, controlled, or dominated by any alien, foreign corporation, or foreign government.

Thus, the transfers of control of the licensed entities 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 operator's officers, personnel, or day-to-day operations of the Facilities in connection with the proposed transfers 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 subsidiaries of Entergy Corporation. Headquartered in New Orleans, Louisiana, Entergy Corporation is an integrated energy company engaged primarily in electric power production and retail electric distribution operations. Entergy Corporation owns and operates power plants with approximately 30,000 MW of electric generating capacity, including nearly 10,000 MW of nuclear power. Entergy Corporation delivers electricity to approximately 2.9 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy Corporation generated annual revenues of approximately

$10.8 billion in 2016 and had more than 13,000 employees as of December 31, 2016.

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 1 0 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." EAI recovers its cost of electricity for ANO either directly or indirectly through rates established by the Arkansas Public Service Commission (APSC}, and the holder of the ANO owner's license following the proposed transaction, EAL, will continue to do so following the proposed license transfers. As such, EAI is an "electric utility as defined in 10 CFR 50.2, is presumed to be financially qualified for operations, and is exempt from the financial qualifications information requirements. EOI recovers its costs froin the owner licensee entities, and its financial qualifications are based upon those of the owner licensee entities.

Enclosure to CNR0-2017-00016 Page 14 of 19 EMI does not own or operate Grand Gulf, and is only listed in the Grand Gulf license as having certain antitrust responsibilities. Grand Gulf's costs are recovered through the Unit Power Sales Agreement, a Federal Energy Regulatory Commission (FERC)-approved cost recovery tariff.

The proposed transactions will not change the cost recovery for Grand Gulf, and EML's antitrust responsibilities in the Grand Gulf license will be the same as those of EMI.

ELL, the owner-licensee of Waterford and RBS, is an electric utility. ELL directly recovers its costs for Waterford through rates set by the Louisiana Public Service Commission (LPSC). As such, ELL is an "electric utility" as defined in 10 CFR 50.2, is presumed to be financially qualified for operations, and is exempt from the financial qualifications information requirements.

ELL directly and indirectly recovers its costs for a 70% undivided share of RBS through rates established by rate regulators. For the 70% of RBS, ELL 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 serving customers in Texas. ETI purchases 42.5% of the capacity and energy of the 70% portion of RBS pursuant to a PPA. 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 Public Utility Commission of Texas to the extent of the determination of the RBS decommissioning collections for the ETI share of RBS. These arrangements will continue in effect for ELL. 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.7 ELL also owns a 30% portion of RBS that was formerly owned by Cajun Electric Cooperative, Inc. However, ELL's cost of service for the capacity and energy associated with this 30%

portion of RBS is directly or indirectly recovered through regulated rates. The rates for approximately one-third of this capacity and electricity are subject to FERC tariffs, which are two FERC-approved life-of-unit PPAs with ENOl. These PPAs are priced based upon the cost of service, and the manner in which these costs are collected from retail customers is subject to the jurisdiction of the LPSC. This arrangement will continue in effect for ELL. These PPAs may also be considered cost pass-through contracts with a regulated electric utility in which the electric utility pays for the cost of the electricity it uses through cost of service rate recovery.

Prior to a 2015 business combination of legacyB Entergy Gulf States Louisiana, LLC (EGSL) and legacy ELL (please see River Bend Station, Unit 1 and Waterford Steam Electric Station, Unit 3

- Orders Approving Direct and Indirect Transfer of Licenses and Conforming Amendment, dated August 14, 2015 (Accession No. ML15138A440)), the remainder of the 30% portion of RBS that was formerly owned by Cajun Electric Cooperative, Inc. (approximately two-thirds of the 30%

portion of RBS) was sold by legacy EGSL to legacy ELL pursuant to a FERC-approved contract.

Following the 2015 business combination, which resulted in the creation of ELL, the contract between legacy EGSL and legacy ELL was extinguished by operation of law. Since that time, 7

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).

8 The "legacy reference refers to the indicated companies as they existed prior to the referenced business combination.

Enclosure to CNR0-2017-00016 Page 15 of 19 the remainder of the 30% portion of RBS has been reflected in ELL retail rates on a dollar-for-dollar basis through the additional capacity mechanism of ELL's Formula Rate Plan,9 which is reviewed and approved annually by the LPSC.

Because it recovers the cost of service for Waterford and RBS through rates established by regulatory agencies, ELL is an "electric utility as defined in 10 CFR 50.2 and recovers 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 2007.10 EAL will succeed to the existing FERC-jurisdictional tariffs and rate schedules of EAI effective as of the closing of the EAI transaction. EAL and the counterparties to those agreements will continue to perform those agreements following the EAI transaction without change to rates, terms, and conditions.

B. Decommissioning Funding The financial qualifications of the entities that will 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 31, 2017 decommissioning funding status report submitted by EOI in accordance with 10 CFR 50. 75(f).11 The 2017 report demonstrates that there is reasonable assurance of adequate decommissioning funding that is provided by either prepaid funds or 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 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).

The owners of all the Facilities have in place valid Standard Contracts with the U.S. Department of Energy for disposal of the spent nuclear fuel and high level waste from the Facilities.

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 Commission's decision in Kansas Gas and Electric Co., eta/. (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.

9 LPSC Order No. U-33244-A, September 14, 2015.

10 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 (Oct26, 2007) (ADAMS Accession No. ML072710588).

11 Entergy Operations, Inc. letter to the NRC, CNR0-2017-00010 (March 31, 2017) (ADAMS Accession No. ML17093A933).

Enclosure to CNR0-2017-00016 Page 16 of 19 The present licenses contain various antitrust conditions. Except for the substitution of Entergy Mississippi, LLC for Entergy Mississippi, Inc. in the Grand Gulf license, as discussed in Section I above, 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) ("[l]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. EOI's 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 Applicants 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 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. The Facilities 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 of the Facilities is to be provided with an assured source of off-site power.

Enclosure to CNR0-2017-00016 Page 17 of 19 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 of EAI applicable interests in the ANO indemnity agreement to EAL, and assignment and transfer of EMI applicable interests in the Grand Gulf indemnity agreement to EML. The only revisions to the indemnity agreements that are required are amendments to reflect the name of EAL or EML. The licensee entities will maintain the required nuclear property damage insurance pursuant to 1 0 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 the 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 by August 1, 2018. 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 ANO license and the Grand Gulf license. The proposed license transfers will be consistent with the requirements of the Atomic Energy Act, NRC regulations and regulatory guidance. The proposed transfers of the licenses will not be inimical to the common defense and security and do not involve foreign ownership, control or domination. EOI does not believe the proposed actions will result in any transfer of the RBS or Waterford licenses, and requests NRC concurrence in this conclusion. However, out of an abundance of caution and to prevent any schedule slippage that could affect the targeted completion date for the proposed transactions, EOI requests approval of any transfer of the licenses for RBS and Waterford, if the NRC deems it necessary.

Enclosure to CNR0-2017-00016 Page 18 of 19 Figure 1: SIMPLIFIED ORGANIZATION CHART-CURRENT12 INITIAL OWNERSHIP STRUCTURE Entergy Corporation

("Entergy")

I I

I I

I I

Entergy Entergy Entergy Utility Entergy Utility Entergy Utility Arkansas, Inc.

Entergy Affiliates Assets Group, Inc.

("EAI")

Mississippi, Inc.

Operations, Holdings, LLC Holdings, LLC (fka "ENOl")

AN01

("EMI")

AN02 I

I Entergy Utility Entergy Utility Affiliates, LLC Assets, LLC

("EUAF")

("EUAS")

I I

Entergy Utility Holding Company, LLC

("EUHC")

I I

I Entergy Entergy Louisiana, LLC New Orleans,

("ELL")

LLC WATERFORD

("ENOL")

RIVER BEND 12 As noted above, ENOl has already obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL). The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017. Also, when the ENOl Transaction closes, ENOl's name will be changed to Entergy Utility Group, Inc. ("EUG"), and EUG will become a member of EUHC. EOI and Entergy Louisiana, LLC provided the NRC with notice of that ENOl transaction through a January 27, 2017 2017 Notice of Corporate Name Changes, and of Proposed Internal Reorganization Relating to the Ownership Structure of Entergy Utility Holding Company, LLC. (Accession No. ML17030A419). While the ENOl Transaction is not the subject of the instant application to the NRC, this Initial Ownership Structure chart also reflects the corporate structure that will result from the ENOl Transaction.

Inc.

("EOI")

Enclosure to CNR0-2017-00016 Page 19 of 19 Figure 2: SIMPLIFIED ORGANIZATION CHART-POST-TRANSFER13 I

FINAL OWNERSHIP STRUCTURE Entergy Corporation

("Entergy")

I I

I Entergy Utility Affiliates Holdings, LLC Entergy Utility Assets Holdings, LLC Entergy Utility Group, Inc.

(fka "ENOl")

Entergy Utility Property, Inc.

(fka"EAI")

Entergy Utility Enterprises, Inc.

(fka "EMI")

Entergy Operations, Inc.

("EOI")

I Entergy Utility Affiliates, LLC

("EUAF")

I Entergy Utility Assets, LLC

("EUAS")

I Entergy Louisiana, LLC

("ELL")

WATERFORD RIVER BEND I

Entergy Utility Holding Company, LLC

("EUHC")

Entergy New Orleans, LLC

("ENOL")

Entergy Arkansas, LLC AN01 AN01 Entergy Mississippi, LLC 13 As noted above, ENOl has already obtained approval from the Council of the City of New Orleans and the Federal Energy Regulatory Commission to undertake a similar asset transfer (the ENOl Transaction) to a newly-formed subsidiary, Entergy New Orleans, LLC (ENOL}. The membership interests of ENOL will be contributed to EUHC, and that transaction is expected to close in late 2017. Also, when the ENOl Transaction closes, ENOl's name will be changed to Entergy Utility Group, Inc. ("EUG"), and EUG will become a member of EUHC. EOI and Entergy Louisiana, LLC provided the NRC with notice of that ENOl transaction through a January 27, 2017 2017 Notice of Corporate Name Changes, and of Proposed Internal Reorganization Relating to the Ownership Structure of Entergy Utility Holding Company, LLC. (Accession No. ML17030A419). While the ENOl Transaction is not the subject of the instant application to the NRC, this Final Ownership Structure chart also reflects the corporate structure that will result from the ENOl Transaction.

CNR0-201.7-00016 - Proposed Changes to the Facility Operating License (FOL)

- ANO Unit 1 FOL changes -clean pages (2 pages)

- ANO Unit 1 FOL changes-markup pages (2 pages)

- ANO Unit 2 FOL changes-clean pages (3 pages)

- ANO Unit 2 FOL changes-markup pages (3 pages)

-Grand Gulf FOL changes-clean pages (5 pages)

- Grand Gulf FOL changes-markup pages (5 pages)

CNR0-2017-00016.

ANO Unit 1 FOL changes-clean pages (2 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-001 ENTERGY ARKANSAS, LLC ENTERGY OPERATIONS. INC.

DOCKET NO. 50-313 ARKANSAS NUCLEAR ONE. UNIT 1 RENEWED FACILITY OPERATING LICENSE Renewed License No. DPR-51

1.

The U.S. Nuclear Regulatory Commission (the Commission) having previously made the findings set forth in License No. DPR-51 issued on May 21, 1974, has now found that:

a.

The application to renew License No. DPR-51 filed by Entergy Arkansas, LLC and Entergy Operations, Inc., complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 1 0 CFR Chapter I and all required notifications to other agencies or bodies have been duly made;

b.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require.

review under 10 CFR 54.21 (a)(1 ); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21 (c), such that there is reasonable assurance that the activities authorized by the renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the Arkansas Nuclear One, Unit 1 plant and that any changes made to the plant's current licensing basis in order to comply with 10 CFR 54.29(a) are in accord with the Act and the Commission's regulations;

c.

The facility will operate in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission;

d.

There is reasonable assurance (i) that the activities authorized by this renewed 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 rules and regulations of the Commission;

e.

Entergy Operations, Inc. (EOI) is technically and financially qualified to engage in the activities authorized by this renewed license in accordance with the rules and regulations of the Commission;

f.

Entergy Arkansas, LLC has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; Amendment No.

g.

The renewal of this operating license will not be inimical to the common defense and security or to the health arid safety of the public;

h.

After weighing the environmental, economic, technical, and other benefits of the facility against environmental costs and considering available alternatives, the issuance of the renewed Facility Operating License No. DPR-51 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 renewed license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40 and 70, including 10 CFR Section 30.33, 40.32, 70.23 and 70.31.

2.

On the basis of the foregoing findings regarding this facility, Facility Operating License DPR-51, issued on May 21, 197 4, is superceded by renewed Facility Operating License No. DPR-51, which is hereby issued to Entergy Arkansas, LLC and Entergy Operations, Inc. to read as follows:

a.

This renewed license applies to Arkansas Nuclear One, Unit 1, a pressurized water reactor and associated equipment (the facility), owned by Entergy Arkansas, LLC. The facility is located in Pope County, Arkansas, and is described in the "Safety Analysis Report" (SAR) as supplemented and amended, and the Environmental Report as supplemented and amended.

b.

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

(1)

Entergy Arkansas, LLC; pursuant to Section 1 04b of the Act and 10 CFR Part 50, to possess but not operate the facility at the designated location in Pope County, Arkansas, in accordance with the procedures and limitations set forth in this renewed license.

(2)

EO I, pursuant to Section 1 04b of the Act and 10 CFR Part 50, "Domestic Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed license; (3)

EO I, 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 SAR, 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; Renewed License No. DPR-51 Amendment No.

. I

CNR0-2017-00016 ANO Unit 1 FOL changes-markup pages (2 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-001 ENTERGY ARKANSAS, LLCWG,.

ENTERGY OPERATIONS, INC.

DOCKET NO. 50-313 ARKANSAS NUCLEAR ONE. UNIT 1 RENEWED FACILITY OPERATING LICENSE Renewed License No. DPR-51

1.

The U.S. Nuclear Regulatory Commission (the Commission) having previously made the findings set forth in License No. DPR-51 issued on May 21, 1974, has now found that:

a.

The application to renew License No. DPR-51 filed by Entergy Arkansas, LLCffi&..

and Entergy Operations, Inc., complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I and all required notifications to other agencies or bodies have been duly made;

b.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require review under 10 CFR 54.21 (a)(1 ); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by the renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the Arkansas Nuclear One, Unit 1 plant and that any changes made to the plant's current licensing basis in order to comply with 10 CFR 54.29(a) are in accord with the Act and the Commission's regulations;

c.

The facility will operate in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission;

d.

There is reasonable assurance (i) that the activities authorized by this renewed 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 rules and regulations of the Commission;

e.

Entergy Operations, Inc. (EOI) is technically and financially qualified to engage in the activities authorized by this renewed license in accordance with the rules and regulations of the Commission;

f.

Entergy Arkansas, LLCffi&.. has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; Amendment No.

g.

The renewal of this operating 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 costs and considering available alternatives, the issuance of the renewed Facility Operating License No. DPR-51 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 renewed license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40 and 70, including 10 CFR Section 30.33, 40.32, 70.23 and 70.31.

2.

On the basis of the foregoing findings regarding this facility, Facility Operating License DPR-51, issued on May 21, 1974, is superceded by renewed Facility Operating License No. DPR-51, which is hereby issued to Entergy Arkansas, LLCAmr. and Entergy Operations, Inc. to read as follows:

a.

This renewed license applies to Arkansas Nuclear One, Unit 1, a pressurized water reactor and associated equipment (the facility), owned by Entergy Arkansas, LLClAG. The facility is located in Pope County, Arkansas, and is described in the "Safety Analysis Report" (SAR) as supplemented and amended, and the Environmental Report as supplemented and amended.

b.

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

(1)

Entergy Arkansas, LLCtru:r., pursuant to Section 1 04b of the Act and 10 CFR Part 50, to possess but not operate the facility at the designated location in Pope County, Arkansas, in accordance with the procedures and limitations set forth in this renewed license.

(2)

EO I, pursuant to Section 1 04b of the Act and 10 CFR Part 50, "Domestic Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed 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 SAR, 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; Renewed License No. DPR-51 Amendment No.

Revised by letter dated July 18, 2007

CNR0-2017-00016 ANO Unit 2 FOL changes -clean pages (3 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555*0001 ENTERGY ARKANSAS. LLC ENTERGY OPERATIONS. INC.

DOCKET NO. 50-368 ARKANSAS NUCLEAR ONE. UNIT 2 RENEWED FACILITY OPERATING LICENSE NO. NPF-6

1.

The Nuclear Regulatory Commission (the Commission) having previously made the findings set forth in License NPF-6 issued on September 1, 1978 has now found that:

A.

The application to renew License NPF-6 filed by Entergy Arkansas, LLC and Entergy Operations, Inc. (EOI), 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 1 0 CFR Chapter I and all required notifications to other agencies or bodies have been duly made; B.

Construction of Arkansas Nuclear One, Unit 2 (the facility) has been substantially completed in conformity with Construction Permit No. CPPR-89 and the application, as amended, the provisions of the Act and the regulations of the Commission.

C.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(a)(1); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by the renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for Arkansas Nuclear One, Unit 2 (the facility), and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accord with the Act and the Commission's regulations; D.

The facility requires exemptions from certain requirements of (1) Sections 50.55a(g)(2) and 50.55a(g)(4) of 10 CFR Part 50, (2) Appendices G and H to 10 CFR Part 50, and (3) Appendix J to 10 CFR Part 50 for a period of three years.

These exemptions are described in the Office of Nuclear Reactor Regulation's safety evaluations supporting the granting of these exemptions which are enclosed in the letter transmitting this license amendment. These exemptions are authorized by law and will not endanger life or property or the common defense and security and are otherwise in the public interest. The exemptions are, therefore, hereby granted.

With the granting of these exemptions, the facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission; E.

There is reasonable assurance: (i) that the activities authorized by this renewed 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 regulations of the Commission; Amendment No.

2 F.

EOI is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the regulations of the Commission; G.

Entergy Arkansas, LLC has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; H.

The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; I.

After weighing the environmental, economic, technical and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. NPF-6 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 (formerly Appendix D to 10 CFR Part 50) of the Commission's regulations and all applicable requirements have been satisfied; and J.

The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this renewed license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40 and 70, including 10 CFR Sections 30.33, 40.32, 70.23 and 70.31.

2.

Facility Operating License No. NPF-6, issued September 1, 1978, is superceded by Renewed Facility Operating License No. NPF-6, which is hereby issued to Entergy Arkansas, LLC and Entergy Operations, Inc. to read as follows:

A.

This renewe.d license applies to Arkansas Nuclear One, Unit 2, a pressuriz~d water reactor and associated equipment (the facility) owned by Entergy Arkansas, LLC.

The facility is located in Pope County, Arkansas and is described in the Final Safety Analysis Report as supplemented and amended (Amendments 20 through 47) and the Environmental Report as supplemented and amended (Amendments 1 through 7).

B.

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

(1)

Entergy Arkansas, 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 Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed license.

(2)

EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed 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; Renewed License No. NPF-6 Amendment No.

7 2.C.(3)(1) Deleted per Amendment 24, 6/19/81.

2.C.(3)(m) Deleted per Amendment 12, 6/12/79.

2.C.(3)(n) Deleted per Amendment 7, 12/1/78.

2.C.(3)(o) Deleted per Amendment 7, 12/1/78.

2.C.(3)(p) Deleted per Amendment 255, 9/28/04.

2.C.(4)

(Number has never been used.)

2.C.(5)

Deleted per Amendment 255, 9/28/04.

2.C.(6)

Deleted per Amendment 255, 9/28/04.

2.C.(7)

Deleted per Amendment 78, 7/22/86.

(8)

Antitrust Conditions EOI shall not market or broker power or energy from Arkansas Nuclear One, Unit 2. Entergy Arkansas, LLC is responsible and accountable for the actions of its agents to the extent said agent's actions affect the marketing or brokering of power or energy from ANO, Unit 2.

(9)

Rod Average Fuel Burnup Entergy Operations is authorized to operate the facility with an individual rod average fuel burnup (burnup averaged over the length of a fuel rod) not to exceed 60 megawatt-days/kilogram of uranium.

(10) Mitigation Strategies The licensee shall develop and maintain strategies for addressing large fires and explosions that include the following key areas:

(i)

Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel (ii) Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

Identification of readily-available pre-staged equipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures Renewed License No. NPF-6 Amendment No. ~.

CNR0-2017-00016 ANO Unit 2 FOL changes-markup pages (3 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 ENTERGY ARKANSAS. LLClNG,-

ENTERGY OPERATIONS. INC.

DOCKET NO. 50-368 ARKANSAS NUCLEAR ONE. UNIT 2 RENEWED FACILITY OPERATING LICENSE NO. NPF-6

1.

The Nuclear Regulatory Commission (the Commission) having previously made the findings set forth in License NPF-6 issued on September 1, 1978 has now found that:

A.

The application to renew License NPF-6 filed by Entergy Arkansas, LLCffiG.:. and Entergy Operations, Inc. (EOI), 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 Arkansas Nuclear One, Unit 2 (the facility) has been substantially completed in conformity with Construction Permit No. CPPR-89 and the application, as amended, the provisions of the Act and the regulations of the Commission.

C.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components. that have been identified to require review under 10 CFR 54.21(a}(1}; and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by the renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for Arkansas Nuclear One, Unit 2 (the facility), and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accord with the Act and the Commission's regulations; D.

The facility requires exemptions from certain requirements of (1) Sections 50.55a(g)(2) and 50.55a(g)(4) of 10 CFR Part 50, (2) Appendices G and H to 10 CFR Part 50, and (3) Appendix J to 10 CFR Part 50 for a period of three years.

These exemptions are described in the Office of Nuclear Reactor Regulation's safety evaluations supporting the granting of these exemptions which are enclosed in the letter transmitting this license amendment. These exemptions are authorized by law and will not endanger life or property or the common defense and security and are otherwise in the public interest. The exemptions are, therefore, hereby granted.

With the granting of these exemptions, the facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission; E.

There is reasonable assurance: (i) that the activities authorized by this renewed 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 regulations of the Commission; Amendment No.

2 F.

EOI is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the regulations of the Commission; G.

Entergy Arkansas, LLCffi<:r. has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; H.

The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; I.

After weighing the environmental, economic, technical and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. NPF-6 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 (formerly Appendix D to 10 CFR Part 50} of the Commission's regulations and all applicable requirements have been satisfied; and J.

The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this renewed license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40 and 70, including 10 CFR Sections 30.33, 40.32, 70.23 and 70.31.

2.

Facility Operating License No. NPF-6, issued September 1, 1978, is superceded by Renewed Facility Operating License No. NPF-6, which is hereby issued to Entergy Arkansas, LLCffi<:r. and Entergy Operations, Inc. to read as follows:

A.

This renewed license applies to Arkansas Nuclear One, Unit 2, a pressurized water reactor and associated equipment (the facility} owned by Entergy Arkansas, LLCms.

The facility is located in Pope County, Arkansas and is described in the Final Safety Analysis Report as supplemented and amended (Amendments 20 through 4 7) and the Environmental Report as supplemented and amended (Amendments 1 through 7).

B.

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

( 1)

Entergy Arkansas, LLCJ.AG. pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, but not operate, the facility at the designated location in Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed license.

(2)

EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Pope County, Arkansas in accordance with the procedures and limitations set forth in this renewed 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; Renewed License No. NPF-6 Amendment No.

Revised by letter dated July 18, 2007

7 2.C.(3)(1) Deleted per Amendment 24, 6/19/81.

2.C.(3)(m) Deleted per Amendment 12, 6/12/79.

2.C.(3)(n) Deleted per Amendment 7, 12/1/78.

2.C.(3)(o) Deleted per Amendment 7, 12/1/78.

2.C.(3)(p) Deleted per Amendment 255, 9/28/04.

2.C.(4)

(Number has never been used.)

2.C.(5)

Deleted per Amendment 255, 9/28/04.

2.C.(6)

Deleted per Amendment 255, 9/28/04.

2.C.(7)

Deleted per Amendment 78, 7/22/86.

(8)

Antitrust Conditions EOI shall not market or broker power or energy from Arkansas Nuclear One, Unit 2. Entergy Arkansas, LLCJ.rnr.. is responsible and accountable for the actions of its agents to the extent said agent's actions affect the marketing or brokering of power or energy from ANO, Unit 2.

(9)

Rod Average Fuel Burnup Entergy Operations is authorized to operate the facility with an individual rod average fuel burnup (burnup averaged over the length of a fuel rod) not to exceed 60 megawatt-days/kilogram of uranium.

(10) Mitigation Strategies The licensee shall develop and maintain strategies for addressing large fires and explosions that include the following key areas:

(i}

Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel (ii) Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

Identification of readily-available pre-staged equipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures Renewed License No. NPF-6 Amendment No. aoo,

CNR0-2017-00016 Grand Gulf FOL changes-clean pages (5 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555 ENTERGY OPERATIONS. INC.

SYSTEM ENERGY RESOURCES. INC.

SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION ENTERGY MISSISSIPPI. LLC DOCKET NO. 50-416 GRAND GULF NUCLEAR STATION. UNIT 1 FACILITY OPERATING LICENSE License No. NPF-29

1.

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

A.

The application for renewed license filed by Mississippi Power & Light Company (MP&L), (now renamed Entergy Mississippi, LLC), for itself and Middle South Energy, Inc., (now renamed System Energy Resources, Inc. (SERI) and South Mi~sissippi Electric Power Association (SMEPA), as amended, (hereinafter referred to as the licensees) 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 Grand Gulf Nuclear Station, Unit 1 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-118 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 (except as exempted from compliance in Section 2.D. below);

D.

There is reasonable assurance: (i) that the activities authorized by this renewed 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 Section 2.D. below);

Amendment No.

E.

Entergy Operations, Inc. (EOI), is technically qualified to engage in the actMties authorized by this rene\\Ned operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; F.

The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G.

The issuance of this renewed license will not be inimical to the common defense and security or to the health and safety of the public; H.

After \\Neighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. NPF-29, 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; I.

The receipt, possession, and use of source, by-product and special nuclear material as authorized by this rene\\Ned license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70; and J.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to required review under 10 CFR 54.21 (a)(1 ); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21 (c), such that there is reasonable assurance that the activities authorized by this renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 1 0 CFR 54.3, for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations.

2.

Based on the foregoing findings regarding this facility and pursuant to Commission Order CLI 19, dated October 25, 1984, License N PF-13, as amended, is superseded by this Renewed Facility Operating License NPF-29 which is hereby issued to Entergy Operations, Inc., Entergy Mississippi, LLC, System Energy Resources, Inc., and South Mississippi Electric Po\\Ner Association to read as follows:

A.

This renewed license applies to the Grand Gulf Nuclear Station (GGNS), Unit 1, a boiling water nuclear reactor and associated equipment (the facility), owned by System Energy Resources, Inc., and South Mississippi Electric Power Association and operated by Entergy Operations, Inc. The facility is located in Claiborne County, Mississippi, and is described in the licensees' "Final Safety Analysis Report," as supplemented and amended, and in the licensees' Environmental Report, as supplemented and amended.

B.

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

2 Amendment No.

amended, are fully applicable to the lessors and any successors in interest to those lessors, as long as the renewed license of GGNS Unit 1 remains in effect.

(b)

SERI is required to notify the NRC in writing prior to any change in (i) the terms or conditions of any new or existing sale or lease agreements executed as part of the above authorized financial transactions, (ii) the GGNS Unit 1 operating agreement, (iii) the existing property insurance coverage for GGNS Unit 1 that would materially alter the representations and conditions set forth in the staff's Safety Evaluation Report dated December 19, 1988 attached to Amendment No. 54. In addition, SERI is required to notify the NRC of any action by a lessor or other successor in interest to SERI that may have an effect on the operation of the facility.

C.

The renewed 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 Entergy Operations, Inc. is authorized to operate the facility at reactor core power levels not in excess of 4408 megawatts thermal (100 percent power) in accordance with the conditions specified herein.

(2)

Technical Specifications The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, as revised through Amendment No. _are hereby incorporated into this renewed license.* Entergy Operations, Inc. shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

During Cycle 19, GGNS will conduct monitoring of the Oscillation Power Range Monitor (OPRM). During this time, the OPRM Upscale function (Function 2.f of Technical Specification Table 3.3.1.1-1) will be disabled and operated in an "indicate only" mode and technical specification requirements will not apply to this function. During such time, Backup stability Protection measures will be implemented via GGNS procedures to provide an alternate method to detect and suppress reactor core thermal hydraulic instability oscillations. Once monitoring has been successfully completed, the OPRM Upscale function will be enabled and technical specification requirements will be applied to the function; no further operating with this function in an "indicate only mode will be conducted.

4 Amendment No.

(3)

Antitrust Conditions (a)

Entergy Mississippi, LLC and SERI shall comply with the antitrust conditions delineated in Appendix C. SERI is authorized to transfer its rights to possess, to use and to operate the facility to EOI, provided hovvever, that until further authorization of the Commission, Entergy Mississippi, LLC and SERI shall continue to be responsible for compliance with the obligations imposed on the licensees in these antitrust conditions, and provided further that EOI accepts the right to possess, use and operate the facility and SERI accepts the right to possess the facility subject to the outcome of the pending separate antitrust review of the antitrust considerations related to the application dated Septerri:>er 2, 1986. SERI is authorized to transfer its rights to operate the facility to EOI.

(b)

Entergy Mississippi, LLC and SERI are responsible and accountable for the actions of their respective agents to the extent said agent's actions contravene the antitrust conditions in Appendix C.

(4)

Independent Verification of Staff Performance and Other Plant Activities (Section 13.4, SER, SSER #2)

(a)

MP&L 1 shall establish a subcommittee of the Corporate Safety Review Committee to review and evaluate the:

1.

Status and readiness of the plant and systems needed to support intended modes of operation and/or testing;

2.

Readiness of personnel to conduct intended operation and testing;

3.

Morale* and attitudes of plant personnel that have a bearing on safe plant operation;

4.

Past performance in plant operations and adherence to procedures and adrrinistrative controls;

5.

Changes in current organization with regard to experience and qualifications of plant management and supervisory personnel since the last evaluation;

6.

Results and effectiveness of the Plant Safety Review Committee (PSRC),

1The original license authorized Mississippi Power & Light Company (MP&L) to operate the facility. Amendment 27 authorized SERI to operate the facility. Amendment 125 resulted in a name change for Mississippi Power & Light Company (MP&L) to Entergy Mississippi, Inc.,

which was subsequently changed to Entergy Mississippi, LLC.

5 Amendment No.

APPENDIX C ANTITRUST CONDITIONS OPERATING LICENSE NO. NPF-29 Entergy Mississippi, LLC and SERI (the term licensees in Appendix C refers to Entergy Mississippi, LLC and SERI) shall comply with the following conditions:

I.

DEFINITIONS (a)

"Western Mississippi Area" means the counties of: Walthall, Lawrence, Jefferson Davis, Covington; Simpson, Smith, Scott, Leake, Attala, Choctaw, Montgomery, Grenada, Yalobusha, Panola, Tate, DeSoto, Pike, Amite, Wilkinson, Adams, Franklin, Lincoln, Copiah, Jefferson, Claiborne, Hinds, Rankin, Madison, Yazoo, Warren, Issaquena, Sharkey, Humphreys, Holmes, Carroll, Leflore, Sunflower, Washington, Bolivar, Tallahatchie, Quitman, Coahoma, and Tunica. An entity shall be deemed to be in the "Western Mississippi Area" if it has electric power generation, transmission, or distribution facilities located in whole or in part in the above described area.

(b)

"Bulk Power" means the electric power, and any attendant energy, supplied or made available at transmission or subtransmission voltage by one entity to another.

(c)

"Entity" means a person, a private or public corporation a municipality, a cooperative, an association, a joint stock association or business trust owning, operating or proposing to own or operate equipment or facilities for the generation, transmission or distribution of electricity, provided that, except for municipalities or rural electric cooperatives, "entity" is restricted to those which are or will be public utilities under the laws of the state in which the entity transacts or will transact business or under the Federal Power Act, and are or will be providing electric service under a contract or rate schedule on file with and subject to the regulation of a state regulatory commission or the Federal Power Commission.

(d)

"Cost" means any operating and maintenance expenses involved together with any ownership costs which are reasonably allocable to the transaction consistent with power pooling practices (where applicable).

No value shall be included for loss of revenues from sale of power at wholesale or retail by one party to a customer which another party might otherwise serve. Cost shall include a reasonable return on Licensees' investment. The sale of a portion of the capacity of a generating unit shall be upon the basis of a rate that will recover to the seller the pro rata part of the fixed costs and operating and maintenance.

Amendment No. ~--

CNR0-2017-00016 Grand Gulf FOL changes-markup pages (5 pages)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555 ENTERGY OPERATIONS. INC.

SYSTEM ENERGY RESOURCES. INC.

SOUTH MISSISSIPPI ELECTRIC POWER ASSOCIATION ENTERGY MISSISSIPPI. LLCJ..NG,.

DOCKET NO. 50-416 GRAND GULF NUCLEAR STATION. UNIT 1 FACILITY OPERATING LICENSE License No. NPF-29 1.

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

A.

The application for renewed license filed by Mississippi Power & Light Company (MP&L), (now renamed Entergy Mississippi, ffiG,.LLC), for itself and Middle South Energy, Inc., (now renamed System Energy Resources, Inc. (SERI) and South Mississippi Electric Power Association (SMEPA), as amended, (hereinafter referred to as the licensees) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Coml'flission'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 Grand Gulf Nuclear Station, Unit 1 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-118 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 (except as exempted from compliance in Section 2.D. below);

D.

There is reasonable assurance: (i) that the activities authorized by this renewed 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 Section 2.D. below);

Arnendrrtent No.

E.

Entergy Operations, Inc. (EOI), is technically qualified to engage in the activities '

authorized by this renewed operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; F.

The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G.

The issuance of this renewed license will not be inimica I 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 Renewed Facility Operating License No. NPF-29, 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; I.

The receipt, possession, and use of source, by-product and special nuclear material as authorized by this renewed license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70; and J.

Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to required review under 10 CFR 54.21 (a)(1); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by this renewed license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations.

2.

Based on the foregoing findings regarding this facility and pursuant to Commission Order CLI 19, dated October 25, 1984, License NPF-13, as amended, is superseded by this Renewed Facility Operating License NPF-29 which is hereby issued to Entergy Operations, Inc., Entergy Mississippi, LL~. System Energy Resources, Inc., and South Mississippi Electric Power Association to read as follows:

A.

This renewed license applies to the Grand Gulf Nuclear Station (GGNS), Unit 1, a boiling water nuclear reactor and associated equipment (the facility), owned by System Energy Resources, Inc., and South Mississippi Electric Power Association and operated by Entergy Operations, Inc. The facility is located in Claiborne County, Mississippi, and is described in the licensees' "Final Safety Analysis Report," as supplemented and amended, and in the licensees' Environmental Report, as supplemented and amended.

B.

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

2 l'.mendment No.

amended, are fully applicable to the lessors and any successors in interest to those lessors, as long as the renewed license of GGNS Unit 1 remains in effect.

(b)

SERI is required to notify the NRC in writing prior to any change in (i) the terms or conditions of any new or existing sale or lease agreements executed as part of the above authorized financial transactions, (ii) the GGNS Unit 1 operating agreement, (iii) the existing property insurance coverage for GGNS Unit 1 that would materially alter the representations and conditions set forth in the Staff's Safety Evaluation Report dated December 19, 1988 attached to Amendment No. 54. In addition, SERI is required to notify the NRC of any action by a lessor or other successor in interest to SERI that may have an effect on the operation of the facility.

C.

The renewed 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 Entergy Operations, Inc. is authorized to operate the facility at reactor core power levels not in excess of 4408 megawatts thermal (100 percent power) in accordance with the conditions specified herein.

(2)

Technical Specifications The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, as revised through Amendment No. ~- are hereby incorporated into this renewed license. Entergy Operations, Inc. shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

During Cycle 19, GGNS will conduct monitoring of the Oscillation Power Range Monitor (OPRM). During this time, the OPRM Upscale function (Function 2.f ofTechnical Specification Table 3.3.1.1-1) will be disabled and operated in an "indicate only" mode and technical specification requirements will not apply to this function. During such time, Backup Stability Protection measures will be implemented via GGNS procedures to provide an alternate method to detect and suppress reactor core thermal hydraulic instability oscillations. Once monitoring has been successfully completed, the OPRM Upscale function will be enabled and technical specification requirements will be applied to the function; no further operating with this function in an "indicate only mode will be conducted.

4 Amendment No.

~

(3)

Antitrust Conditions (a)

Entergy Mississippi, tAe:LLC and SERI shall co!ll>IY with the I

antitrust conditions delineated in Appendix C. SERI is authorized to transfer its rights to possess, to use and to operate the facility to EOI, provided however, that until further authorization of the Commission, Entergy Mississippi, tAe:LLC and SERI shall continue to be responsible for compliance with the obligations imposed on the licensees in these antitrust conditions, and provided further that EOI accepts the right to possess, use and operate the facility and SERI accepts the right to possess the facility subject to the outcome of the pending separate antitrust review of the antitrust considerations related to the application dated September 2, 1986. SERI is authorized to transfer its rights to operate the facility to EOI.

(b)

Entergy Mississippi, tAe:LLC and SERI are responsible and accountable for the actions of their respective agents to the extent said agent's actions contravene the antitrust conditions in Appendix C.

(4)

Independent Verification of Staff Performance and Other Plant Activities (Section 13.4, SER, SSER #2)

(a)

MP&L 1 shall establish a subcommittee of the Corporate Safety Review Committee to review and evaluate the:

1.

Status and readiness of the plant and systems needed to support intended modes of operation and/or testing;

2.

Readiness of personnel to conduct intended operation and testing;

3.

Morale and attitudes of plant personnel that have a bearing on safe plant operation;

4.

Past performance in plant operations and adherence to procedures and administrative controls;

5.

Changes in current organization with regard to experience and qualifications of plant management and supervisory personnel since the last evaluation;

6.

Results and effectiveness of the Plant Safety Review Committee (PSRC),

1The original license authorized Mississippi Power & Light Co!ll>any (MP&L) to operate the facility. Amendment 27 authorized SERI to operate the facility. Amendment 125 resulted in a name change for Mississippi Power & Light Company (MP&L) to Entergy Mississippi, Inc..

which was subsequently changed to Entergy Mississippi, LLC.

5 Amendment No. _

I

APPENDIX C ANTITRUST CONDITIONS OPERATING LICENSE NO. NPF-29 Entergy Mississippi, ~LLC and SERI (the term licensees in Appendix C refers to Entergy Mississippi, ~LLC and SERI) shall comply with the following conditions :

I.

DEFINITIONS (a)

"Western Mississippi Area" means the counties of: Walthall, Lawrence, Jefferson Davis, Covington ; Simpson, Smith, Scott, Leake, Attala, Choctaw, Montgomery, Grenada, Yalobusha, Panola, Tate, DeSoto, Pike, Amite, Wilkinson, Adams, Franklin, Lincoln, Copiah, Jefferson, Claiborne, Hinds, Rankin, Madison, Yazoo, Warren, Issaquena, Sharkey, Humphreys, Holmes, Carroll, Leflore, Sunflower, Washington, Bolivar, Tallahatchie, Quitman, Coahoma, and Tunica. An entity shall be deemed to be in the "Western Mississippi Area" if it has electric power generation, transmission, or distribution facilities located in whole or in part in the above described area.

(b)

"Bulk Power" means the electric power, and any attendant energy, supplied or made available at transmission or subtransmission voltage by one entity t o another.

(c)

"Entity" means a person, a private or public corporation a municipality, a cooperative, an association, a joint stock association or business trust owning, operating or proposing to own or operate equipment or facilities for the generation, transmission or distribution of electricity, provided that, except for municipalities or rural electric cooperatives, "entity" "is restricted to those which are or will be public utilities under the laws of the state in which the entity transacts or will transact business or under the Federal Power Act, and are or will be providing electric service under a contract or rate schedule on file with and subject to the regulation of a state regulatory commission or the Federal Power Commission.

(d)

"Cost" means any operating and maintenance expenses involved together with any ownership costs which are reasonably allocable to the transaction consistent with power pooling practices (where applicable).

No value shall be included for loss of revenues from sale of power at wholesale or retail by one party to a customer which another party might otherwise serve. Cost shall include a reasonable return on License*es' investment. The sale of a portion of the capacity of a generating unit shall be upon the basis of a rate that will recover to the seller the pro rata part of the fixed costs and operating and maintenance.

Amendment No. ~. _ I

CN R0-2017 -00016 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 reflect the transfers of the ownership licenses for Arkansas Nuclear One, Units 1 & 2 from Entergy Arkansas, Inc. to Entergy Arkansas, LLC, and in the case of the Grand Gulf Nuclear Station license, the change from Entergy Mississippi, Inc. to Entergy Mississippi, LLC. 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 Arkansas Nuclear One, Units 1 and 2 licenses to reflect the new owner licensee, and the Grand Gulf Nuclear Station license to reflect the change from Entergy Mississippi, Inc. to Entergy Mississippi, LLC, and thus meet the criteria specified by 10 CFR 2.1315.

CNR0-2017 -00016 Page 1 of 9 - General Corporate Information Regarding NRC Licensed Entities and Their Corporate Parents 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 ANO, RBS and Waterford following the transactions, which are scheduled to close in late 2018.

Corporate Entities Licensed by the NRC after the License Transfers NAME:

Entergy Operations, Inc.

STATE OF INCORPORATION:

Delaware BUSINESS ADDRESS:

1340 Echelon Parkway Jackson, MS 39213 DIRECTORS:

Bakken, Ill, A. Christopher Coyle, Lawrence M.

Jacobs, Donna Ventosa, John A.

EXECUTIVE OFFICERS:

Bakken, Ill, A. Christopher-President and Chief Executive Officer Brown, Marcus V. - Executive Vice President and General Counsel Coyle, Lawrence M. -Chief Operating Officer-West Ventosa, John A. -Chief Operating Officer-South Elnitsky, John -Senior Vice President, Engineering and Technical Services Chisum, Michael R. *-Vice President, Operations (Waterford 3)

Cook, Kimberly - Vice President, Operations Support James, William J., Jr.- Vice President, Major Fleet Projects Maguire, William F. -Vice President, Site (River Bend Station)

Anderson, Richard L. -Vice President, Site Larson, Eric A. -Vice President, Site McNeal, Steven C. - Vice President and Treasurer Falstad, Daniel T. -Secretary Blaylock, Amy A. - Assistant Secretary Valladares, Mary Ann-Assistant Treasurer Galbraith, Patricia A.- Tax Officer Keppler, Mark A. -Tax Officer

CNR0-2017-00016 Page 2 of 9 NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

EXECUTIVE OFFICERS:

Entergy Louisiana, LLC Texas 4809 Jefferson Highway Jefferson, LA 70121 May, Phillip R., Jr. (Chairman)

West, Roderick K..

Hinnenkamp, Paul D.

Marsh, AndrewS.

May, Phillip R., Jr.- President and Chief Executive Officer West, Roderick K. -Group President, Utility Operations Bakken, Ill, A. Christopher-Executive Vice President and Chief Nuclear Officer Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Brown, Marcus V.,- Executive Vice President and General Counsel 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 A. - Vice President, System Planning Kleehammer, Mark D. -Vice President, Regulatory and Public Affairs 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 Keppler, Mark A. -Tax Officer Roberts, Rory L. -Tax Officer

CNR0-2017-00016 Page 3 of 9 NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Arkansas, LLC Texas 425 West Capitol Avenue, Little Rock Arkansas 72201 Riley, Richard C. (Chairman)

West, Roderick K.

Hinnenkamp, Paul D.

Marsh, AndrewS.

Riley, Richard C.- President and Chief Executive Officer West, Roderick K. - Group President, Utility Operations Bakken, Ill, A. Christopher-Executive Vice President and Chief Nuclear Officer Brown, Marcus V.- Executive Vice President and General Counsel Marsh, AndrewS.- Executive Vice President and Chief Financial Officer Henderson, Joseph T.- Senior Vice President and General Tax Counsel Mount, Alyson M.- Senior Vice President and Chief Accounting Officer Fontan, Kimberly A. - Vice President, System Planning Kennedy, John T. -Vice President, Public Affairs Landreaux, Laura Raffaelli - Vice President, Regulatory Affairs McNeal, Steven C. -Vice President and Treasurer Taylor, Melanie-Vice President, Customer Service Falstad, Daniel T. -Secretary Balash, Dawn A. - Assistant Secretary Honeysuckle, Janan E. - Assistant Secretary Lousteau, Stacey M. -Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. -Tax Officer Keppler, Mark A.- Tax Officer Roberts, Rorv L. -Tax Officer

CNR0-2017-00016 Page 4 of 9 NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Mississippi, LLC Texas 308 East Pearl Street, Jackson, Mississippi 39201 Fisackerly, Haley R. (Chairman)

West, Roderick K.

Hinnenkamp, Paul D.

Marsh, AndrewS.

Fisackerly, Haley R.- President and Chief Executive Officer West, Roderick K. - Group President, Utility Operations Brown, Marcus V.,- Executive Vice President and General Counsel Marsh, AndrewS. - Executive Vice President and Chief Financial Officer Henderson, Joseph T. - Senior Vice President and General Tax Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer Arledge, John H. - Vice President, Public Affairs Grenfell, Robert C. - Vice President, Regulatory Affairs, Mississippi Fontan, Kimberly A. - Vice President, System Planning Jeter, James R. - Vice President, Customer Service McNeal, Steven C. - Vice President and Treasurer Falstad, Daniel T. - Secretary Balash, Dawn A. - Assistant Secretary Gray, Steven T.- Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A.- Tax Officer Keppler, Mark A.- Tax Officer Roberts, Rory L. - Tax Officer

CNR0-2017-00016 Page 5 of 9 Parent Corporate Entities that will Directly or Indirectly Own the Licensee Entities after the License Transfers. which are expected to occur in late 2018)

NAME:

Entergy Corporation STATE OF INCORPORATION:

Delaware BUSINESS ADDRESS:

639 Loyola Avenue New Orleans, LA 70113 DIRECTORS:

Bateman, Maureen S.

Condon, Patrick J.

Denault, Leo P. (Chairman)

Donald, Kirkland H.

Frederickson, Philip L.

Herman, Alexis M.

Hintz, Donald C.

Levenick, Stuart L.

Lincoln, Blanche L.

Puckett, Karen A.

Tauzin, W. J. "Billy" EXECUTIVE OFFICERS:

Denault, Leo P. - Chairman of the Board and Chief Executive Officer West, Roderick K.- Group President, Utility Operations Bakken, Ill, A. Christopher-Executive Vice President, Nuclear Operations - Chief Nuclear Officer Brown, Marcus V.- Executive Vice President and General Counsel Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Rowley, Andrea Coughlin - Senior Vice President, Human Resources Vinci, Donald W.- Executive Vice President, and Chief Administrative Officer Henderson, Joseph T.- Senior Vice President and General Tax Counsel Hinnenkamp, Paul D. -Senior Vice President and Chief Operating Officer Mount, Alyson M. - Senior Vice President and Chief Accounting Officer McNeal, Steven C. -Vice President and Treasurer Falstad, Daniel T. -Secretary Galbraith, Patricia A.- Tax Officer Keppler, Mark A. -Tax Officer

CNR0-2017-00016 Page 6 of 9 NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

EXECUTIVE OFFICERS:

NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

EXECUTIVE OFFICERS:

NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Utility Affiliates Holdings, LLC (formerly EGS Holdings, LLC)

Texas 2001 Timberloch Place, The Woodlands, TX 77380 Norgeot, PeterS., Jr.

Peebles, Eddie D.

Peebles, Eddie D. - President Wagner, Thomas G.- Vice President and Secretary Hinkson, Kenroy G.- Treasurer Bayona, Theresia A. -Tax Officer Entergy Utility Affiliates, LLC (formerly Entergy Gulf States Louisiana, LLC)

Texas 2001 Timberloch Place, The Woodlands, Texas 77380 Peebles, Eddie D.

Norgeot, Peter Peebles, Eddie D.- President Wagner, Thomas G. -Secretary Hinkson, Ken roy-Treasurer Henderson, Joseph T.- Tax Officer Entergy Utility Assets Holdings, LLC (formerly Entergy Louisiana Holdings, LLC)

Texas 2001 Timberloch Place, The Woodlands, TX 77380 Norgeot, PeterS., Jr.

Peebles, Eddie D.

Norgeot, PeterS., Jr.- President and Chief Executive Officer Wagner, Thomas G.- Secretary Hinkson, Kenroy G. -Treasurer Bayona, Theresia A. -Tax Officer Entergy Utility Assets, LLC (formerly EL Investment Company, LLC)

Texas 2001 Timberloch Place, The Woodlands, Texas 77380 Peebles, Eddie D.

Norgeot, PeterS., Jr.

Norgeot, PeterS., Jr.- President and Chief Executive Officer Wagner, Thomas G.- Secretary Hinkson, Kenroy-Treasurer Henderson, Joseph T.- Tax Officer

CNR0-2017 -00016 Page 7 of 9 NAME:

STATE OF ORGANIZATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Utility Holding Company, LLC Texas 2001 Timberloch Place, The Woodlands, Texas 77380 West, Roderick K.

Hinnenkamp, Paul D.

Marsh, AndrewS.

West, Roderick K.- President and Chief Executive Officer Brown, Marcus V.- Executive Vice President and General Counsel Marsh, AndrewS.- Executive Vice President and Chief Financial Officer Henderson, Joseph T. -Senior Vice President and General Tax 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 Keppler, Mark A.- Tax Officer

CNR0-2017-00016 Page 8 of 9 NAME:

STATE OF INCORPORATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Utility Property, Inc. (formerly Entergy Arkansas, Inc.)

Texas 2001 Timberloch Place, The Woodlands, Texas 77380 Riley, Richard C. (Chairman)

West, Roderick K.

Hinnenkamp, Paul D.

Marsh, Andrew S.

Riley, Richard C.- President and Chief Executive Officer West, Roderick K.- Group President, Utility Operations Bakken, Ill, A. Christopher-Executive Vice President and Chief Nuclear Officer Brown, Marcus V.- Executive Vice President and General Counsel Marsh, Andrew S. - Executive Vice President and Chief Financial Officer Henderson, Joseph T. - Senior Vice President and General Tax Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer Fontan, Kimberly A. -Vice President, System Planning Kennedy, John T.- Vice President, Public Affairs Landreaux, Laura Raffaelli - Vice President, Regulatory Affairs McNeal, Steven C. -Vice President and Treasurer Taylor, Melanie -Vice President, Customer Service Falstad, Daniel T. -Secretary Balash, Dawn A. - Assistant Secretary Honeysuckle, Janan E. -Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann -Assistant Treasurer Galbraith, Patricia A. -Tax Officer Keppler, Mark A.- Tax Officer Roberts, Rory L. -Tax Officer

CNR0-2017-00016 Page 9 of 9 NAME:

STATE OF INCORPORATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

NAME:

STATE OF INCORPORATION:

BUSINESS ADDRESS:

DIRECTORS:

OFFICERS:

Entergy Utility Enterprises, Inc. (formerly Entergy Mississippi, Inc.)

Texas 2001 Timberloch, The Woodlands, Texas 77380 Fisackerly, Haley R. (Chairman)

West, Roderick K.

Hinnenkamp, Paul D.

Marsh, Andrew S.

Fisackerly, Haley R.- President and Chief Executive Officer West, Roderick K.- Group President, Utility Operations Brown, Marcus V.,- Executive Vice President and General Counsel Marsh, AndrewS.- Executive Vice President and Chief Financial Officer Henderson, Joseph T.- Senior Vice President and General Tax Counsel Mount, Alyson M. - Senior Vice President and Chief Accounting Officer Arledge, John H. - Vice President, Public Affairs Grenfell, Robert C. - Vice President, Regulatory Affairs, Mississippi Fontan, Kimberly A.- Vice President, System Planning Jeter, James R. - Vice President, Customer Service McNeal, Steven C. -Vice President and Treasurer Falstad, Daniel T. - Secretary Balash, Dawn A.- Assistant Secretary Gray, Steven T.- Assistant Secretary Lousteau, Stacey M. - Assistant Treasurer Valladares, Mary Ann - Assistant Treasurer Galbraith, Patricia A. - Tax Officer Keppler, Mark A.- Tax Officer Roberts, Rory L. -Tax Officer Entergy Utility Group, Inc. (formerly Entergy New Orleans, Inc.)

Texas 2001 Timberloch Place, The Woodlands, Texas 77380 Peebles, Eddie D.

Norgeot, Peter Peebles, Eddie D.- President Wagner, Thomas G. -Secretary Hinkson, Kenroy-Treasurer Bayona, Theresia A.- Tax Officer