UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

 
  

X

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

  
 

For the Fiscal Year Ended December 31, 20042007

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 

For the transition period from ____________ to ____________


Commission
File Number

Registrant, State of Incorporation
or Organization, Address of
Principal Executive Offices, and Telephone Number,

and IRS Employer
Identification No.


Commission
File Number

Registrant, State of Incorporation or Organization, Address of
Principal Executive Offices, Telephone Number, and IRS
Employer Identification No.

1-11299

ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
72-1229752

1-31508

72-1229752ENTERGY MISSISSIPPI, INC.
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
64-0205830

   

1-10764

ENTERGY ARKANSAS, INC.
(an Arkansas corporation)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000


71-0005900

 

1-27031

ENTERGY GULF STATES, INC.
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631

74-0662730

1-8474

ENTERGY LOUISIANA, INC.
(a Louisiana corporation)
4809 Jefferson Highway
Jefferson, Louisiana 70121
Telephone (504) 840-2734

72-0245590

1-31508

ENTERGY MISSISSIPPI, INC.
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000

64-0205830

0-5807

ENTERGY NEW ORLEANS, INC.
(a Louisiana corporation)
1600 Perdido Street, Building 505529
New Orleans, Louisiana 70112
Telephone (504) 670-3674

670-3620
72-0273040

   

333-148557

ENTERGY GULF STATES LOUISIANA, L.L.C.
(a Louisiana limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (800) 368-3749
74-0662730

1-9067

SYSTEM ENERGY RESOURCES, INC.
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000


72-0752777

   

1-32718

ENTERGY LOUISIANA, LLC
(a Texas limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (225) 381-5868
75-3206126

Securities registered pursuant to Section 12(b) of the Act:


Registrant


Title of Class

Name of Each Exchange
on Which Registered

   

Entergy Corporation

Common Stock, $0.01 Par Value - 213,145,161193,173,374
shares outstanding at February 28, 2005January 31, 2008

Equity Units, 7.625%

New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific
New York Stock Exchange, Inc.

   

Entergy Arkansas, Inc.

Mortgage Bonds, 6.7% Series due April 2032
Mortgage Bonds, 6.0% Series due November 2032

New York Stock Exchange, Inc.
New York Stock Exchange, Inc.

   

Entergy Gulf States, Inc. (each of
  these series were redeemed in
  December 2007 and Form 25s
  were filed with the SEC on
  January 14, 2008)

Preferred Stock, Cumulative, $100 Par Value:
$4.40 Dividend Series
$4.52 Dividend Series
$5.08 Dividend Series
Adjustable Rate Series B (Depository Receipts)


New York Stock Exchange, Inc.
New York Stock Exchange, Inc.
New York Stock Exchange, Inc.
New York Stock Exchange, Inc.

   

Entergy Gulf States Capital I

8.75% Cumulative Quarterly Income Preferred
Securities, Series A
(guaranteed by Entergy Gulf States, Inc.)

New York Stock Exchange, Inc.

Entergy Louisiana, Inc.LLC

Mortgage Bonds, 7.6% Series due April 2032

New York Stock Exchange, Inc.

   

Entergy Mississippi, Inc.

Mortgage Bonds, 6.0% Series due November 2032
Mortgage Bonds, 7.25% Series due December 2032

New York Stock Exchange, Inc.
New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

Registrant

Title of Class

Entergy Arkansas, Inc.

Preferred Stock, Cumulative, $100 Par Value
Preferred Stock, Cumulative, $0.01 Par Value

  

Entergy Gulf States, Inc. (each series of this class of preferred stock was redeemed in December 2007 and a Form 15 was filed with the SEC on December 31, 2007)

Preferred Stock, Cumulative, $100 Par Value

Entergy Louisiana, Inc.

Preferred Stock, Cumulative, $100 Par Value
Preferred Stock, Cumulative, $25 Par Value

  

Entergy Mississippi, Inc.

Preferred Stock, Cumulative, $100 Par Value

  

Entergy New Orleans, Inc.

Preferred Stock, Cumulative, $100 Par Value

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Yes

No

Entergy Corporation

Ö

Entergy Arkansas, Inc.

Ö

Entergy Gulf States Louisiana, L.L.C.

Ö

Entergy Louisiana, LLC

Ö

Entergy Mississippi, Inc.

Ö

Entergy New Orleans, Inc.

Ö

System Energy Resources, Inc.

Ö

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

No

Entergy Corporation

Ö

Entergy Arkansas, Inc.

Ö

Entergy Gulf States Louisiana, L.L.C.

Ö

Entergy Louisiana, LLC

Ö

Entergy Mississippi, Inc.

Ö

Entergy New Orleans, Inc.

Ö

System Energy Resources, Inc.

Ö

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YesÖþ No ____o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [Ö ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as defineda non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934).1934.

 

YesLarge
accelerated
filer

No

Accelerated filer


Non-accelerated filer

Smaller
reporting
company

Entergy Corporation

Ö

Entergy Arkansas, Inc.

Ö

Entergy Gulf States Inc.
Louisiana, L.L.C.

Ö

Entergy Louisiana, Inc.
LLC

Ö

Entergy Mississippi, Inc.

Ö

Entergy New Orleans, Inc.

Ö

System Energy Resources, Inc.

Ö


Ö
Ö
Ö
Ö
Ö
Ö

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act.) Yeso Noþ

System Energy Resources meets the requirements set forth in General Instruction I(1) of Form 10-K and is therefore filing this Form 10-K with reduced disclosure as allowed in General Instruction I(2). System Energy Resources is reducing its disclosure by not including Part III, Items 10 through 13 in its Form 10-K.

The aggregate market value of Entergy Corporation Common Stock, $0.01 Par Value, held by non-affiliates as of the end of the second quarter of 2004,2007, was $12.7$21.0 billion based on the reported last sale price of $56.01$107.35 per share for such stock on the New York Stock Exchange on June 30, 2004.29, 2007. Entergy Corporation is the sole holder of the common stock of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Entergy Corporation is the sole holder of the common stock of Entergy Louisiana Holdings, Inc., which is the sole holder of the common membership interests in Entergy Louisiana, LLC. Entergy Corporation is the sole holder of the common stock of EGS Holdings, Inc., which is the sole holder of the common membership interests in Entergy Gulf States Louisiana, L.L.C.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders, to be held May 13, 2005,2, 2008, are incorporated by reference into Parts I and III hereof.

TABLE OF CONTENTS

 

SEC Form 10-K
Reference Number

Page
Number

   

Definitions

 

i

Entergy's Business

Part I. Item 1.

1

   Financial Information for U.S. Utility and Non-Utility Nuclear and Energy
       Commodity Services

 

2

   Strategy

 

3

Report of Management

 

4

Entergy Corporation and Subsidiaries

  

   Management's Financial Discussion and Analysis

Part II. Item 7.

5

      Plan to Pursue Separation of Non-Utility Nuclear

5

      Hurricane Katrina and Hurricane Rita

7

      Results of Operations

 

510

      Liquidity and Capital Resources

 

1217

      Significant Factors and Known Trends

 

2227

      Critical Accounting Estimates

 

3344

      New Accounting Pronouncements

49

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

4151

   Report of Independent Registered Public Accounting Firm

 

4252

   Consolidated Statements of Income For the Years Ended December 31, 2007,
    2004, 2003,2006, and 20022005

Part II. Item 8.

4353

   Consolidated Statements of Cash Flows For the Years Ended December 31,
    31, 2004, 2003,2007, 2006, and 20022005

Part II. Item 8.

4454

   Consolidated Balance Sheets, December 31, 20042007 and 20032006

Part II. Item 8.

4656

   Consolidated Statements of Retained Earnings, Comprehensive Income, and
          and    Paid in Capital for the Years Ended December 31, 2004, 2003,
2007, 2006, and 20022005

Part II. Item 8.

4858

Notes to Consolidated Financial Statements

Part II. Item 8.

4959

U.S.   Utility

Part I. Item 1.

105

      Customers

 

105173

      Electric Energy Sales

 

105173

      Retail Rate Regulation

 

107175

      Property and Other Generation Resources

 

113181

      Fuel Supply

 

116185

      Federal Regulation of the Utility

 

119188

      Service Companies

 

128192

      Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States
       Louisiana and Entergy Texas

192

      Entergy Louisiana Corporate Restructuring

193

      Earnings Ratios

 

128195

Non-Utility Nuclear

Part I. Item 1.

129195

      Property

 

129195

      Energy and Capacity Sales

 

129196

      Fuel Supply

 

130197

      Other Business Activities

 

131

Energy Commodity Services

Part I. Item 1.

131197

   Non-Nuclear Wholesale Assets Business

Part I. Item 1.

132198

   Entergy-Koch, L.P.

Part I. Item 1.

132199

Regulation of Entergy's Business

Part I. Item 1.

133199

      PUHCA 2005

 

133199

      Federal Power Act

 

133199

      State Regulation

 

134200

      Regulation of the Nuclear Power Industry

 

135201

      Environmental Regulation

 

137203

Litigation

 

142211

Research Spending

146

Employees

 

146215

   Risk Factors

Part I. Item 1A.

216

Entergy Arkansas, Inc.

  

   Management's Financial Discussion and Analysis

Part II. Item 7.

227

      Results of Operations

 

147227

      Liquidity and Capital Resources

 

147230

      Significant Factors and Known Trends

 

150233

      Critical Accounting Estimates

 

154237

      New Accounting Pronouncements

238

   Report of Independent Registered Public Accounting Firm

 

164239

   Income Statements For the Years Ended December 31, 2004, 2003,
2007, 2006, and 2002

Part II. Item 8.

165

      Statements of Cash Flows For the Years Ended December 31, 2004,
         2003, and 2002

Part II. Item 8.

167

      Balance Sheets, December 31, 2004 and 2003

Part II. Item 8.

168

      Statements of Retained Earnings for the Years Ended December 31, 2004,
         2003, and 2002

Part II. Item 8.

170

      Selected Financial Data - Five-Year Comparison

Part II. Item 6.

171

Entergy Gulf States, Inc.

      Management's Financial Discussion and Analysis

Part II. Item 7.

           Results of Operations

172

           Liquidity and Capital Resources

176

           Significant Factors and Known Trends

179

           Critical Accounting Estimates

188

      Report of Independent Registered Public Accounting Firm

193

      Income Statements For the Years Ended December 31, 2004, 2003,
           and 2002

Part II. Item 8.

194

      Statements of Cash Flows For the Years Ended December 31, 2004,
           2003, and 2002

Part II. Item 8.

195

     Balance Sheets, December 31, 2004 and 2003

Part II. Item 8.

196

     Statements of Retained Earnings and Comprehensive Income for the
           Years Ended December 31, 2004, 2003, and 2002

Part II. Item 8.

198

     Selected Financial Data - Five-Year Comparison

Part II. Item 6.

199

Entergy Louisiana, Inc.

     Management's Financial Discussion and Analysis

Part II. Item 7.

           Results of Operations

200

           Liquidity and Capital Resources

203

           Significant Factors and Known Trends

207

           Critical Accounting Estimates

213

     Report of Independent Registered Public Accounting Firm

218

     Income Statements For the Years Ended December 31, 2004, 2003,
           and 2002

Part II. Item 8.

219

     Statements of Cash Flows For the Years Ended December 31, 2004,
           2003, and 2002

Part II. Item 8.

221

     Balance Sheets, December 31, 2004 and 2003

Part II. Item 8.

222

     Statements of Retained Earnings for the Years Ended December 31, 2004,
           2003, and 2002

Part II. Item 8.

224

     Selected Financial Data - Five-Year Comparison

Part II. Item 6.

225

Entergy Mississippi, Inc.

      Management's Financial Discussion and Analysis

Part II. Item 7.

           Results of Operations

226

           Liquidity and Capital Resources

228

           Significant Factors and Known Trends

231

           Critical Accounting Estimates

236

      Report of Independent Registered Public Accounting Firm

239

      Income Statements For the Years Ended December 31, 2004, 2003,
           and 20022005

Part II. Item 8.

240

   Statements of Cash Flows For the Years Ended December 31, 2004,2007, 2006,
    2003, and 20022005

Part II. Item 8.

241

   Balance Sheets, December 31, 20042007 and 20032006

Part II. Item 8.

242

   Statements of Retained Earnings for the Years Ended December 31, 2007,
    2004, 2003,2006, and 20022005

Part II. Item 8.

244

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

245

Entergy Gulf States Louisiana, L.L.C.

   Management's Financial Discussion and Analysis

Part II. Item 7.

246

      Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy
       Gulf States Louisiana and Entergy Texas

246

      Hurricane Rita and Hurricane Katrina

249

      Results of Operations

251

      Liquidity and Capital Resources

255

      Significant Factors and Known Trends

259

      Critical Accounting Estimates

262

      New Accounting Pronouncements

264

   Report of Independent Registered Public Accounting Firm

265

   Income Statements For the Years Ended December 31, 2007, 2006, and 2005

Part II. Item 8.

266

   Statements of Cash Flows For the Years Ended December 31, 2007, 2006,
    and 2005

Part II. Item 8.

267

   Balance Sheets, December 31, 2007 and 2006

Part II. Item 8.

268

   Statements of Members' Equity and Comprehensive Income for the Years
    Ended December 31, 2007, 2006, and 2005

Part II. Item 8.

270

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

271

Entergy Louisiana, LLC

   Management's Financial Discussion and Analysis

Part II. Item 7.

272

      Hurricane Rita and Hurricane Katrina

272

      Results of Operations

273

      Liquidity and Capital Resources

277

      Significant Factors and Known Trends

281

      Critical Accounting Estimates

284

      New Accounting Pronouncements

285

   Report of Independent Registered Public Accounting Firm

286

   Income Statements For the Years Ended December 31, 2007, 2006, and 2005

Part II. Item 8.

287

   Statements of Cash Flows For the Years Ended December 31, 2007, 2006,
    and 2005

Part II. Item 8.

289

   Balance Sheets, December 31, 2007 and 2006

Part II. Item 8.

290

   Statements of Members' Equity and Comprehensive Income for the Years
    Ended December 31, 2007, 2006, and 2005

Part II. Item 8.

292

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

293

Entergy Mississippi, Inc.

   Management's Financial Discussion and Analysis

Part II. Item 7.

294

      Hurricane Katrina and Storm Costs Recovery Filing

294

      Results of Operations

294

      Liquidity and Capital Resources

298

      Significant Factors and Known Trends

301

      Critical Accounting Estimates

302

      New Accounting Pronouncements

304

   Report of Independent Registered Public Accounting Firm

305

   Income Statements For the Years Ended December 31, 2007, 2006, and 2005

Part II. Item 8.

306

   Statements of Cash Flows For the Years Ended December 31, 2007, 2006,
    and 2005

Part II. Item 8.

307

   Balance Sheets, December 31, 2007 and 2006

Part II. Item 8.

308

   Statements of Retained Earnings for the Years Ended December 31, 2007,
    2006, and 2005

Part II. Item 8.

310

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

311

Entergy New Orleans, Inc.

  

   Management's Financial Discussion and Analysis

Part II. Item 7.

312

      Hurricane Katrina

312

      Bankruptcy Proceedings

313

      Results of Operations

 

246314

      Liquidity and Capital Resources

 

248317

      Significant Factors and Known Trends

 

251320

      Critical Accounting Estimates

 

257322

      New Accounting Pronouncements

323

   Report of Independent Registered Public Accounting Firm

 

260324

   Income Statements of Operations For the Years Ended December 31, 2004,2007, 2006, and
    2003, and 20022005

Part II. Item 8.

261325

   Statements of Cash Flows For the Years Ended December 31, 2004,2007, 2006,
    2003, and 20022005

Part II. Item 8.

263327

   Balance Sheets, December 31, 20042007 and 20032006

Part II. Item 8.

264328

   Statements of Retained Earnings for the Years Ended December 31, 2007,
    2004, 2003,2006, and 20022005

Part II. Item 8.

266330

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

267331

System Energy Resources, Inc.

  

   Management's Financial Discussion and Analysis

Part II. Item 7.

332

      Results of Operations

 

268332

      Liquidity and Capital Resources

 

268332

      Significant Factors and Known Trends

 

271335

      Critical Accounting Estimates

 

272336

      New Accounting Pronouncements

337

   Report of Independent Registered Public Accounting Firm

 

276338

   Income Statements For the Years Ended December 31, 2004, 2003,
2007, 2006, and 20022005

Part II. Item 8.

277339

   Statements of Cash Flows For the Years Ended December 31, 2004,2007, 2006,
    2003, and 20022005

Part II. Item 8.

279341

   Balance Sheets, December 31, 20042007 and 20032006

Part II. Item 8.

280342

   Statements of Retained Earnings for the Years Ended December 31, 2007,
    2004, 2003,2006, and 20022005

Part II. Item 8.

282344

   Selected Financial Data - Five-Year Comparison

Part II. Item 6.

283

Notes to Respective Financial Statements for the Domestic Utility Companies
    and System Energy

Part II. Item 8.

284345

Properties

Part I. Item 2.

349346

Legal Proceedings

Part I. Item 3.

349346

Submission of Matters to a Vote of Security Holders

Part I. Item 4.

349346

Directors and Executive Officers of Entergy Corporation

Part III. Item 10.

349346

Market for Registrants' Common Equity and Related Stockholder Matters

Part II. Item 5.

351348

Selected Financial Data

Part II. Item 6.

352350

Management's Discussion and Analysis of Financial Condition and Results of
  Operations

Part II. Item 7.

352350

Quantitative and Qualitative Disclosures About Market Risk

Part II. Item 7A.

352350

Financial Statements and Supplementary Data

Part II. Item 8.

353350

Changes in and Disagreements with Accountants on Accounting and Financial
  Disclosure

Part II. Item 9.

353350

Controls and Procedures

Part II. Item 9A.

353351

Attestation Report of Registered Public Accounting Firm

Part II. Item 9A.

354

Other Information

Part II. Item 9B.

368352

Directors and Executive Officers of the Registrants

Part III. Item 10.

369359

Executive Compensation

Part III. Item 11.

373363

Security Ownership of Certain Beneficial Owners and Management

Part III. Item 12.

383408

Certain Relationships and Related Transactions and Director Independence

Part III. Item 13.

386412

Principal Accountant Fees and Services

Part IV.III. Item 1414.

387413

Exhibits and Financial Statement Schedules and Reports on Form 8-K

Part IV. Item 15.

390416

Signatures

 

391417

ConsentConsents of Independent Registered Public Accounting Firm

 

398424

Report of Independent Registered Public Accounting Firm

 

400425

Index to Financial Statement Schedules

 

S-1

Exhibit Index

 

E-1

This combined Form 10-K is separately filed by Entergy Corporation and its six "Registrant Subsidiaries": Entergy Arkansas, Inc., Entergy Gulf States Inc.Louisiana, L.L.C., Entergy Louisiana, Inc.,LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representations whatsoever as to any other company.

The report should be read in its entirety as it pertains to each respective registrant.reporting company. No one section of the report deals with all aspects of the subject matter. Separate Item 6, 7, and 8 sections are provided for each registrant,reporting company, except for the Notes to the financial statements. The Entergy Corporation Notes to the financial statements are separately presented, but the Notes to the financial statements for all of the other registrantsreporting companies are combined. These two sets of Notes are marked by headers. All Items other Itemsthan 6, 7, and 8 are combined for the registrants.reporting companies.

FORWARD-LOOKING INFORMATION

In this filingcombined report and from time to time, Entergy Corporation and the Registrant Subsidiaries each makes statements as a reporting company concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "intends," "plans," "predicts," "estimates," and similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements. Although Entergyeach of these reporting companies believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Any forward-looking statement is based on information current as of the date of this combined report and speaks only as of the date on which such statement is made. Except to the extent required by the federal securities laws, Entergy undertakesthese reporting companies undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Forward-looking statements involve a number of risks and uncertainties, and thereuncertainties. There are factors that could cause actual results to differ materially from those expressed or implied in the statements. Some offorward-looking statements, including those factors discussed or incorporated by reference in (a) Item 1A. Risk Factors, (b) Management's Financial Discussion and Analysis, and (c) the following factors (in addition to others described elsewhere in this combined report and in subsequent securities filings) include::

FORWARD-LOOKING INFORMATION (Concluded)

DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:

Abbreviation or Acronym

Term

AEEC

Arkansas Electric Energy Consumers

AFUDC

Allowance for Funds Used During Construction

ALJ

Administrative Law Judge

ANO 1 and 2

Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergy Arkansas

APSC

Arkansas Public Service Commission

Board

Board of Directors of Entergy Corporation

Cajun

Cajun Electric Power Cooperative, Inc.

capacity factor

Actual plant output divided by maximum potential plant output for the period

City Council or Council

Council of the City of New Orleans, Louisiana

CPI-U

Consumer Price Index - Urban

DOE

United States Department of Energy

domestic utility companies

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively

EITF

FASB's Emerging Issues Task Force

Energy Commodity Services

Entergy's business segment that includes Entergy-Koch, LP and Entergy's non-nuclear wholesale assets business

Entergy

Entergy Corporation and its direct and indirect subsidiaries

Entergy Corporation

Entergy Corporation, a Delaware corporation

Entergy Gulf States, Inc.

Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana, L.L.C., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes. The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.

Entergy-Koch

Entergy-Koch, LP, a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.

Entergy Texas

Entergy Texas, Inc., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.

EPA

United States Environmental Protection Agency

EPDC

Entergy Power Development Corporation, a wholly-owned subsidiary of Entergy Corporation

ERCOT

Electric Reliability Council of Texas

FASB

Financial Accounting Standards Board

FEMA

Federal Emergency Management Agency

FERC

Federal Energy Regulatory Commission

firm liquidated damages

Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset); if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract

FSP

FASB Staff Position

Grand Gulf

Unit No. 1 of Grand Gulf Steam Electric Generating Station (nuclear), 90% owned or leased by System Energy

GWh

Gigawatt-hour(s), which equals one million kilowatt-hours

Independence

Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power

IRS

Internal Revenue Service

i

DEFINITIONS (Continued)

ISO

Independent System Operator

kV

Kilovolt

kW

Kilowatt

kWh

Kilowatt-hour(s)

DEFINITIONS (Continued)

Abbreviation or Acronym

Term

LDEQ

Louisiana Department of Environmental Quality

LPSC

Louisiana Public Service Commission

Mcf

1,000 cubic feet of gas

MMBtu

One million British Thermal Units

MPSC

Mississippi Public Service Commission

MW

Megawatt(s), which equals one thousand kilowatt(s)

MWh

Megawatt-hour(s)

Nelson Unit 6

Unit No. 6 (coal) of the Nelson Steam Electric Generating Station, owned 70% of which is co-owned by Entergy Gulf States Louisiana (57.5%) and Entergy Texas (42.5%)

Net debt ratio

Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents

Net MW in operation

Installed capacity owned or operated

Net revenue

Operating revenue net of fuel, fuel-related, and purchased power expenses; and other regulatory credits

Non-Utility Nuclear

Entergy's business segment that owns and operates fivesix nuclear power plants and sells electric power produced by those plants to wholesale customers

NRC

Nuclear Regulatory Commission

NYPA

New York Power Authority

OASIS

Open Access Same Time Information Systems

PPA

Purchased power agreement

production cost

Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas

PRP

Potentially responsible party (a person or entity that may be responsible for remediation of environmental contamination)

PUCT

Public Utility Commission of Texas

PUHCA 1935

Public Utility Holding Company Act of 1935, as amended

PUHCA 2005

Public Utility Holding Company Act of 2005, which repealed PUHCA 1935, among other things

PURPA

Public Utility Regulatory Policies Act of 1978

Registrant Subsidiaries

Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc.

Ritchie Unit 2

Unit 2 of the R.E. Ritchie Steam Electric Generating Station (gas/oil)

River Bend

River Bend Steam Electric Generating Station (nuclear), owned by Entergy Gulf States Louisiana

SEC

Securities and Exchange Commission

SFAS

Statement of Financial Accounting Standards as promulgated by the FASB

SMEPA

South Mississippi Electric Power Agency, which owns a 10% interest in Grand Gulf

spark spread

Dollar difference between electricity prices per unit and natural gas prices after assuming a conversion ratio for the number of natural gas units necessary to generate one unit of electricity

System Agreement

Agreement, effective January 1, 1983, as modified, among the domestic utilityUtility operating companies relating to the sharing of generating capacity and other power resources

System Energy

System Energy Resources, Inc.

System Fuels

System Fuels, Inc.

ii

DEFINITIONS (Concluded)

Abbreviation or Acronym

Term

  

TWh

Terawatt-hour(s), which equals one billion kilowatt-hours

unit-contingent

Transaction under which power is supplied from a specific generation asset; if the specified generation asset is unavailable, as a result of forced outage or unanticipated event or circumstance, the seller is not liable to the buyer for any damages resulting from the seller's failure to deliver power

unit-contingent with
availability guarantees

Transaction under which power is supplied from a specific generation asset; if the specified generation asset is unavailable as a result of forced outage or unanticipated event or circumstance, the seller is not liable to the buyer for any damages resulting from the seller's failure to deliver power unless the actual availability over a specified period of time is below an availability threshold specified in the contract

Unit Power Sales Agreement

Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf

UK

The United Kingdom of Great Britain and Northern Ireland

U.S. Utility

Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution

Utility operating companies

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas

Waterford 3

Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana

weather-adjusted usage

Electric usage excluding the effects of deviations from normal weather

White Bluff

White Bluff Steam Electric Generating Station, 57% owned by Entergy Arkansas

iii

 

ENTERGY'S BUSINESS

Entergy Corporation is an integrated energy company engaged primarily in electric power production and retail electric distribution operations. Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, and itEntergy is the second-largest nuclear power generator in the United States. Entergy delivers electricity to 2.7 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy generated annual revenues of over $10$11.5 billion in 20042007 and had approximately 14,40014,300 employees as of December 31, 2004.2007.

Entergy operates primarily through threetwo business segments: U.S. Utility and Non-Utility Nuclear, and Energy Commodity Services.Nuclear.

In addition to its two primary, reportable, operating segments, Entergy also operates the non-nuclear wholesale assets business. Entergy-Koch engaged in two major businesses: energy commodity marketing and trading through Entergy-Koch Trading, and gas transportation and storage through Gulf South Pipeline. Entergy-Koch sold both of these businesses in the fourth quarter of 2004, and Entergy-Koch is no longer an operating entity. The non-nuclear wholesale assets business sells to wholesale customers the electric power produced by power plants that it owns while it focuses on improving performance and exploring sales or restructuring opportunities for its power plants. Such opportunities are evaluated consistent with Entergy's market-based point-of-view. The non-nuclear wholesale assets business terminated new greenfield power development activity in 2002.

1

OPERATING INFORMATIONOPERATING INFORMATIONOPERATING INFORMATION
For the Years Ended December 31, 2004, 2003, and 2002
For the Years Ended December 31, 2007, 2006, and 2005For the Years Ended December 31, 2007, 2006, and 2005
              
 U.S. Utility Non-Utility Nuclear Energy Commodity Services Entergy Consolidated (a) Utility Non-Utility Nuclear Entergy Consolidated (a)
 (In Thousands) (In Thousands)
2004        
2007      
Operating revenues $8,142,808  $1,341,852  $216,450  $10,123,724  $9,255,075 $2,029,666 $11,484,398 
Operating expenses $6,795,146  $978,688  $308,226  $8,470,160  $7,910,659 $1,312,577 $9,428,030 
Other income $108,925  $78,141  ($44,727) $124,416  $164,383 $87,256 $255,055 
Interest and other charges $383,032  $53,657  $15,560  $479,023  $444,067 $34,738 $662,157 
Income taxes $406,864  $142,620  ($155,840) $365,908  $382,025 $230,407 $514,417 
Net income $666,691  $245,029  $3,778  $933,049  $682,707 $539,200 $1,134,849 
               
2003        
2006      
Operating revenues $7,584,857  $1,274,983  $184,888  $9,194,920  $9,150,030 $1,544,873 $10,932,158 
Operating expenses $6,274,830  $1,039,614  $224,567  $7,710,365  $7,852,754 $1,082,743 $9,126,798 
Other income ($35,965) $33,997  $337,334  $325,238  $155,651 $99,449 $348,587 
Interest and other charges $419,111  $34,460  $15,193  $506,326  $428,662 $47,424 $577,805 
Income taxes $341,044  $88,619  $105,903  $490,074  $333,105 $204,659 $443,044 
Cumulative effect of accounting change ($21,333) $154,512  $3,895  $137,074 
Loss from discontinued operations $- $- ($496)
Net income $492,574  $300,799  $180,454  $950,467  $691,160 $309,496 $1,132,602 
               
2002        
2005      
Operating revenues $6,773,509  $1,200,238  $294,670  $8,305,035  $8,526,943 $1,421,547 $10,106,247 
Operating expenses $5,434,694  $868,288  $769,834  $7,163,314  $7,186,035 $996,012 $8,314,258 
Other income $47,603  $48,572  $249,678  $347,753  $111,186 $71,827 $211,451 
Interest and other charges $465,703  $47,291  $61,632  $572,464  $386,672 $50,874 $501,031 
Income taxes $313,752  $132,726  ($141,288) $293,938  $405,662 $163,865 $559,284 
Net income (loss) $606,963  $200,505  ($145,830) $623,072 
        
Loss from discontinued operations $- $- ($44,794)
Net income $659,760 $282,623 $898,331 
              
CASH FLOW INFORMATIONCASH FLOW INFORMATIONCASH FLOW INFORMATION
For the Years Ended December 31, 2004, 2003, and 2002
For the Years Ended December 31, 2007, 2006, and 2005For the Years Ended December 31, 2007, 2006, and 2005
              
 U.S. Utility Non-Utility Nuclear Energy Commodity Services Entergy Consolidated (a) Utility Non-Utility Nuclear Entergy Consolidated (a)
 (In Thousands) (In Thousands)
2004    
2007   
Net cash flow provided by operating activities $2,207,876  $414,518  $479,919  $2,929,319  $1,807,769  $879,940  $2,559,770 
Net cash flow provided by (used in) investing activities ($1,198,009) ($386,023) $248,612  ($1,140,075)
Net cash flow used in financing activities ($824,579) ($37,894) ($724,534) ($1,671,859)
        
2003        
Net cash flow provided by (used in) operating activities $1,675,069  $182,524  ($111,291) $2,005,820 
Net cash flow used in investing activities ($1,441,992) ($184,913) ($78,120) ($1,783,130) ($1,219,214) ($883,397) ($2,098,458)
Net cash flow provided by (used in) financing activities ($919,983) ($6,672) $166,165  ($869,130) ($368,909) $47,705  ($221,586)
              
2002        
Net cash flow provided by (used in) operating activities $2,341,161  $281,589  ($3,714) $2,181,703 
2006      
Net cash flow provided by operating activities $2,592,433  $833,318  $3,447,839 
Net cash flow used in investing activities ($1,592,933) ($450,219) ($1,927,573)
Net cash flow used in financing activities ($736,693) ($211,544) ($1,083,727)
      
2005      
Net cash flow provided by operating activities $973,692  $551,263  $1,467,808 
Net cash flow used in investing activities ($1,020,087) ($438,664) ($760) ($1,388,463) ($1,709,175) ($368,497) ($1,992,608)
Net cash flow provided by (used in) financing activities ($688,201) $176,162  ($66,151) ($212,610) $646,588  ($110,482) $496,390 
              
        
FINANCIAL POSITION INFORMATIONFINANCIAL POSITION INFORMATIONFINANCIAL POSITION INFORMATION
As of December 31, 2004 and 2003
As of December 31, 2007 and 2006As of December 31, 2007 and 2006
              
 U.S. Utility Non-Utility Nuclear Energy Commodity Services Entergy Consolidated (a) Utility Non-Utility Nuclear Entergy Consolidated (a)
  (In Thousands) (In Thousands)
2004         
2007      
Current assets $2,323,801  $590,580  $1,282,578  $3,108,118  $2,821,336  $1,009,453  $3,958,247 
Other property and investments $1,200,246  $1,403,222  $569,975  $2,995,894  $1,579,688  $1,935,432  $3,689,395 
Property, plant and equipment - net $16,502,155  $1,850,481  $310,793  $18,695,631  $17,363,142  $3,365,131  $20,974,270 
Deferred debits and other assets $2,911,035  $687,321  $60,632  $3,511,134  $4,409,993  $704,468  $5,021,090 
Current liabilities $1,756,011  $787,668  $205,348  $2,470,770  $2,561,564  $476,772  $3,256,754 
Non-current liabilities $15,214,095  $1,694,090  $279,730  $17,543,320  $17,053,293  $3,064,919  $22,523,577 
Shareholders' equity $5,967,131  $2,049,847  $1,738,900  $8,296,687  $6,559,302  $3,472,793  $7,862,671 
              
2003        
2006      
Current assets $2,117,260  $542,837  $466,132  $2,919,244  $2,400,212  $820,613  $3,325,434 
Other property and investments $1,151,538  $1,326,347  $1,137,069  $3,746,926  $1,584,160  $1,581,610  $3,347,453 
Property, plant and equipment - net $16,242,775  $1,557,025  $463,403  $18,298,797  $16,939,438  $2,252,415  $19,438,077 
Deferred debits and other assets $2,890,741  $745,568  $10,317  $3,562,421  $4,314,549  $715,092  $4,971,767 
Current liabilities $1,671,607  $330,684  $478,693  $2,282,223  $1,990,160  $543,384  $2,465,130 
Non-current liabilities $15,309,482  $1,891,805  $41,450  $17,568,329  $16,928,131  $2,115,289  $20,419,714 
Shareholders' equity $5,448,047  $1,949,288  $1,614,620  $8,703,658  $6,320,068  $2,711,056  $8,197,887 
              
(a) In addition to the 3 operating segments presented here, Entergy Consolidated also includes Entergy Corporation (parent company),
other business activity, and intercompany eliminations.
(a) In addition to the two operating segments presented here, Entergy Consolidated also includes Entergy Corporation (parent company), other business activity, and intercompany eliminations, including the non-nuclear wholesale assets business, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. As a result of the Entergy New Orleans bankruptcy filing, Entergy discontinued the consolidation of Entergy New Orleans retroactive to January 1, 2005, and reported Entergy New Orleans' results under the equity method of accounting for 2006 and 2005. On May 7, 2007, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization. With confirmation of the plan of reorganization, Entergy reconsolidated Entergy New Orleans in the second quarter of 2007, retroactive to January 1, 2007.(a) In addition to the two operating segments presented here, Entergy Consolidated also includes Entergy Corporation (parent company), other business activity, and intercompany eliminations, including the non-nuclear wholesale assets business, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. As a result of the Entergy New Orleans bankruptcy filing, Entergy discontinued the consolidation of Entergy New Orleans retroactive to January 1, 2005, and reported Entergy New Orleans' results under the equity method of accounting for 2006 and 2005. On May 7, 2007, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization. With confirmation of the plan of reorganization, Entergy reconsolidated Entergy New Orleans in the second quarter of 2007, retroactive to January 1, 2007.
      

2

The following shows the principal subsidiaries and affiliates within Entergy's business segments. Companies that file reports and other information with the SEC under the Securities Exchange Act of 1934 are identified in bold-faced type.

    


Entergy Corporation

  
          
          
          
         

U. S. Utility

 

Non-Utility Nuclear

 

Energy Commodity ServicesOther Businesses

           
 

Entergy Arkansas, Inc.

  

Entergy Nuclear Operations, Inc.

 

Energy Commodity Services

EGS Holdings, Inc.

Entergy Nuclear Finance, LLC

Entergy Gulf States Louisiana, L.L.C.

Entergy Nuclear Generation Co. (Pilgrim)

Entergy-Koch, LP
(50% ownership)

 

Non-Nuclear Wholesale Assets

 

Entergy Gulf States, Inc.Louisiana Holdings, Inc

  

Entergy Nuclear Finance, Inc.FitzPatrick LLC

 

(50% ownership)

   
 

Entergy Louisiana, Inc.LLC

  

Entergy Nuclear Generation Co. (Pilgrim)Indian Point 2, LLC

     

Entergy Power Development Corp.

 

Entergy Mississippi, Inc.

  

Entergy Nuclear FitzPatrickIndian Point 3, LLC

     

Entergy Asset Management, Inc.

 

Entergy New Orleans, Inc.

  

Entergy Nuclear Indian Point 2,Palisades, LLC

     

Entergy Power, Inc.

 

System Energy Resources, Inc.

Entergy Nuclear Indian Point 3, LLC

Entergy Operations,Texas, Inc.

  

Entergy Nuclear Vermont Yankee, LLC

      
 

Entergy Services,System Energy Resources, Inc.

  

Entergy Nuclear, Inc.

  

Entergy Operations, Inc.

Entergy Nuclear Fuels Company

Entergy Services, Inc.

Entergy Nuclear Nebraska LLC

    
 

System Fuels, Inc.

  

Entergy Nuclear Fuels Company

Entergy Nuclear NebraskaPower Marketing LLC

    

In addition to its three primary operating segments, Entergy's Competitive Retail Services business markets and sells electricity, thermal energy, and related services in competitive markets, primarily the ERCOT region in Texas, where it has over 105,000 customers. Competitive Retail Services contributed approximately 5% of Entergy's revenue in 2004, but does not currently have significant levels of net income or loss, or total assets, and Entergy reports this business as part of All Other in its segment disclosures.

Strategy

Entergy aspires to achieve industry leadingindustry-leading total shareholder returns in an environmentally responsible fashion by leveraging the scale and expertise inherent in its core nuclear and utility operations.  Entergy's scope includes electricity generation, transmission and distribution as well as natural gas transportation and distribution.  Entergy focuses on operational excellence with an emphasis on safety, reliability, customer service, sustainability, cost efficiency, and risk management.  Entergy also focuses on portfolio management to make periodic buy, build, hold, or sell decisions based upon its analytically-derived points of view, which are continuously updated as market conditions evolve.

Availability of SEC filings and other information on Entergy's website

Entergy's internet address is www.entergy.com.

Entergy's annual reportsreport on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to any of these reports, are available free ofwithout charge through Entergy'son its website, http://www.shareholder.com/entergy/edgar.cfm, as soon as reasonably practicable after filingthey are filed electronically with the SEC. Financial presentations and news releases are also available through Entergy's website. Additionally, Entergy's Corporate Governance Guidelines, Board Committee ChartersEntergy is providing the address to its Internet site solely for the Corporate Governance, Audit, and Personnel Committees, and Entergy's Codesinformation of Conduct are posted on Entergy's website. This information is also available in printinvestors. Entergy does not intend the address to any investor that requests it. In June 2004, Entergy's chief executive officer certifiedbe an active link or to otherwise incorporate the New York Stock Exchange that he was not aware of any violation by Entergycontents of the New York Stock Exchange corporate governance listing standards.website into this report.

Part I, Item 1 is continued on page 105.173.

3

ENTERGY CORPORATION AND SUBSIDIARIES

REPORT OF MANAGEMENT

Management of Entergy Corporation and its subsidiaries has prepared and is responsible for the financial statements and related financial information included in this document. To meet this responsibility, management establishes and maintains a system of internal controlcontrols designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements in accordance with generally accepted accounting principles. This system includes communication through written policies and procedures, an employee Code of Entegrity, and an organizational structure that provides for appropriate division of responsibility and the training of personnel. This system is also tested by a comprehensive internal audit program.

Entergy management assesses the effectiveness of itsEntergy's internal control over financial reporting on an annual basis. In making this assessment, management uses the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Management acknowledges, however, that all internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance with respect to financial statement preparation and presentation.

As a supplement to management's assessment, Entergy's

Entergy Corporation and its subsidiaries' independent auditors conduct an objective assessment of the degree to which management meets its responsibility for fairness of financial reporting and issueregistered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the adequacyeffectiveness of management's assessment. They evaluate Entergy's internal control over financial reporting and perform such tests and other procedures as they deem necessary to reach and express an opinionof December 31, 2007, which is included herein on the fairness of the financial statements.pages 352 through 358.

In addition, the Audit Committee of the Board of Directors, composed solely of independent Directors, meets with the independent auditors, internal auditors, management, and internal accountants periodically to discuss internal controls, and auditing and financial reporting matters. The Audit Committee appoints the independent auditors annually, seeks shareholder ratification of the appointment, and reviews with the independent auditors the scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management present, providing free access to the Audit Committee.

Based on management's assessment of internal controls using the COSO criteria, management believes that Entergy maintained effective internal control over financial reporting as of December 31, 2004.2007. Management further believes that this assessment, combined with the policies and procedures noted above, provideprovides reasonable assurance that Entergy's financial statements are fairly and accurately presented in accordance with generally accepted accounting principles.


J. WAYNE LEONARD
Chairman and Chief Executive Officer of Entergy Corporation


LEO P. DENAULT
Executive Vice President and Chief Financial Officer of Entergy Corporation


HUGH T. MCDONALD
Chairman, President, and Chief Executive Officer of Entergy Arkansas, Inc.

JOSEPH F. DOMINO
Chairman of Entergy Gulf States, Inc., President and Chief Executive Officer - Texas of Entergy Gulf States, Inc.

E. RENAE CONLEY
Chairman,Chair of the Board, President, and Chief Executive Officer of Entergy Louisiana, Inc.;LLC; Chair of the Board, President, and Chief Executive Officer- LouisianaOfficer of Entergy Gulf States Inc.Louisiana, L.L.C.


CAROLYN C. SHANKS
Chairman,Chair of the Board, President, and Chief Executive Officer of Entergy Mississippi, Inc.

DANIEL F. PACKER
RODERICK K. WEST
Chairman, President, and Chief Executive Officer of Entergy New Orleans, Inc.

GARY J. TAYLOR
MICHAEL R. KANSLER
Chairman, President, and Chief Executive Officer of System Energy Resources, Inc.

THEODORE H. BUNTING, JR.
WANDA C. CURRY
Vice President and Chief Financial Officer of System Energy Resources, Inc.


JAY A. LEWIS
Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States Inc.Louisiana, L.L.C., Entergy Louisiana, Inc.,LLC, Entergy Mississippi, Inc., and Entergy New Orleans, Inc., and Entergy Texas, Inc.

4

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Entergy Corporation is an investor-owned public utility holding company that operates primarily through threetwo business segments.segments: Utility and Non-Utility Nuclear.

In addition to its two primary, reportable, operating segments, Entergy also operates the non-nuclear wholesale assets business. Entergy-Koch engaged in two major businesses: energy commodity marketing and trading through Entergy-Koch Trading, and gas transportation and storage through Gulf South Pipeline. Entergy-Koch sold both of these businesses in the fourth quarter of 2004, and Entergy-Koch is no longer an operating entity. The non-nuclear wholesale assets business sells to wholesale customers the electric power produced by power plants that it owns while it focuses on improving performance and exploring sales or restructuring opportunities for its power plants. Such opportunities are evaluated consistent with Entergy's market-based point-of-view. The non-nuclear wholesale assets business terminated new greenfield power development activity in 2002.

Following are the percentages of Entergy's consolidated revenues and net income generated by theseits operating segments and the percentage of total assets held by them:

  

% of Revenue

 

% of Net Income

 

% of Total Assets

Segment

 

2004

 

2003

 

2002

 

2004

 

2003

 

2002

 

2004

 

2003

 

2002

                   

U.S. Utility

 

81

 

82

 

82

 

72 

 

52 

 

97 

 

80 

 

79 

 

79 

Non-Utility Nuclear

 

13

 

14

 

14

 

26 

 

32 

 

32 

 

16 

 

15 

 

16 

Energy Commodity Services

 

2

 

2

 

4

 

 

19 

 

(23)

 

 

 

Parent & Other

 

4

 

2

 

-

 

 

(3)

 

(6)

 

 

(1)

 

(3)

  

% of Revenue

 

% of Net Income

 

% of Total Assets

Segment

 

2007

 

2006

 

2005

 

2007

 

2006

 

2005

 

2007

 

2006

 

2005

                   

Utility

 

80

 

84

 

84

 

60 

 

61

 

73 

 

78

 

81

 

82 

Non-Utility Nuclear

 

18

 

14

 

14

 

48 

 

27

 

31 

 

21

 

17

 

16 

Parent Company &
  Other Business Segments

 


2

 


2

 


2

 


(8)

 


12

 


(4)

 


1

 


2

 


Plan to Pursue Separation of Non-Utility Nuclear

In November 2007, the Board approved a plan to pursue a separation of the Non-Utility Nuclear business from Entergy through a tax-free spin-off of Non-Utility Nuclear to Entergy shareholders. SpinCo, the term used to identify the new company that is yet to be named, will be a new, separate, and publicly-traded company. In addition, under the plan, SpinCo and Entergy are expected to enter into a nuclear services business joint venture, with 50% ownership by SpinCo and 50% ownership by Entergy. The nuclear services business board of directors will be comprised of equal membership from both Entergy and SpinCo and may include independent directors.

Upon completion of the spin-off, Entergy Corporation's shareholders will own 100% of the common equity in both SpinCo and Entergy. Entergy expects that SpinCo's business will be substantially comprised of Non-Utility Nuclear's assets, including its six nuclear power plants, and Non-Utility Nuclear's power marketing operation. Entergy Corporation's remaining business will primarily be comprised of the Utility business. The nuclear services business joint venture is expected to operate the nuclear assets owned by SpinCo. The nuclear services business is also expected to offer nuclear services to third parties, including decommissioning, plant relicensing, and plant operation support services, including the services currently provided for the Cooper Nuclear Station in Nebraska.

5

Entergy Nuclear Operations, Inc., the current NRC-licensed operator of the Non-Utility Nuclear plants, filed an application in July 2007 with the NRC seeking indirect transfer of control of the operating licenses for the six Non-Utility Nuclear power plants, and supplemented that application in December 2007 to incorporate the planned business separation. Entergy Nuclear Operations, Inc. will remain the operator of those plants after the separation.  Entergy Operations, Inc., the current NRC-licensed operator of Entergy's five Utility nuclear plants, will remain a wholly-owned subsidiary of Entergy and will continue to be the operator of the Utility nuclear plants. In the December 2007 supplement to the NRC application, Entergy Nuclear Operations provided additional information regarding the spin-off transaction, organizational structure, technical and financial qualifications, and general corporate information. The NRC published a notice in the Federal Register establishing a period for the public to submit a request for hearing or petition to intervene in a hearing proceeding. The NRC notice period expired on February 5, 2008 and two petitions to intervene in the hearing proceeding were filed before the deadline. Each of the petitions opposes the NRC's approval of the license transfer on various grounds, including contentions that the approval request is not adequately supported regarding the basis for the proposed structure, the adequacy of decommissioning funding, and the adequacy of financial qualifications. Entergy will submit answers to the petitions, and the NRC or a presiding officer designated by the NRC will determine whether a hearing will be granted. If a hearing is granted, the NRC is expected to issue a procedural schedule providing for limited discovery, written testimony and a legislative-type hearing. The NRC will continue to review the application and prepare a Safety Evaluation Report.

On January 28, 2008, Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. requested approval from the Vermont Public Service Board for the indirect transfer of control, consent to pledge assets, guarantees and assignments of contracts, amendment to certificate of public good to reflect name change, and replacement of guaranty and substitution of a credit support agreement for Vermont Yankee. A prehearing conference scheduled for February 27, 2008 was postponed due to weather.

On January 28, 2008, Entergy Nuclear FitzPatrick, Entergy Nuclear Indian Point 2, Entergy Nuclear Indian Point 3, Entergy Nuclear Operations, and corporate affiliate NewCo (also referred to as SpinCo) filed a petition with the New York Public Service Commission (NYPSC) requesting a declaratory ruling regarding corporate reorganization or in the alternative an order approving the transaction and an order approving debt financing. Petitioners also requested confirmation that the corporate reorganization will not have an effect on Entergy Nuclear FitzPatrick's, Entergy Nuclear Indian Point 2's, Entergy Nuclear Indian Point 3's, and Entergy Nuclear Operations, Inc.' status as lightly regulated entities in New York, given that they will continue to be competitive wholesale generators. The deadline for parties to file comments or request intervention is April 7, 2008.

Pursuant to Federal Power Act Section 203, on February 21, 2008, an application was filed with the FERC requesting approval for the indirect disposition and transfer of control of jurisdictional facilities of a public utility. The review of the filing by FERC will be focused on determining that the transaction will have no adverse effects on competition, wholesale or retail rates and on federal and state regulation. Also, the FERC will seek to determine that the transaction will not result in cross-subsidization by a regulated utility or the pledge or encumbrance of utility assets for the benefit of a non-utility associate company.

Subject to market terms and conditions and pursuant to the plan, SpinCo is expected to execute approximately $4.5 billion of debt financing in connection with the separation. Anticipated uses of the proceeds are for SpinCo to retain $0.5 billion for working capital and for Entergy to retain $4 billion. Entergy expects to use $2.5 billion for share repurchases and $1.5 billion for debt reduction.

Entergy is targeting third quarter 2008 as the effective date for the spin-off and nuclear services business joint venture transactions to be completed. Entergy expects the transactions to qualify for tax-free treatment for U.S. federal income tax purposes for both Entergy and its shareholders. Final terms of the transactions and spin-off completion are subject to several conditions including the final approval of the Board. As Entergy pursues completion of the separation and establishment of the nuclear services business joint venture, Entergy will continue to consider possible modifications to and variations upon the transaction structure, including a sponsored spin-off, a partial initial public offering preceding the spin-off, or the addition of a third-party joint venture partner.

6

Hurricane Katrina and Hurricane Rita

In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the Utility's service territory in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area. The storms and flooding resulted in widespread power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Entergy has pursued a broad range of initiatives to recover storm restoration and business continuity costs. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and pursuing recovery through existing or new rate mechanisms reg ulated by the FERC and local regulatory bodies.

Insurance Claims

See Note 8 to the financial statements for a discussion of Entergy's conventional property insurance program. Entergy has received a total of $134.5 million as of December 31, 2007 on its Hurricane Katrina and Hurricane Rita insurance claims, including $69.5 million that Entergy received in the second quarter 2007 in settlement of its Hurricane Katrina claim with one of its two excess insurers. In the third quarter 2007, Entergy filed a lawsuit in the U.S. District Court for the Eastern District of Louisiana against its other excess insurer on the Hurricane Katrina claim. At issue in the lawsuit is whether any policy exclusions limit the extent of coverage provided by that insurer.

There was an aggregation limit of $1 billion for all parties insured by the primary insurer for any one occurrence at the time of the Hurricane Katrina and Hurricane Rita losses, and the primary insurer notified Entergy that it expects claims for Hurricane Katrina and Hurricane Rita to materially exceed this limit. Entergy currently estimates that its remaining net insurance recoveries for the losses caused by the hurricanes, including the effects of the primary insurance aggregation limit being exceeded and the litigation against the excess insurer, will be approximately $270 million. Entergy currently expects to receive payment for the majority of its estimated insurance recovery related to Hurricane Katrina and Hurricane Rita through 2009.

Community Development Block Grants

In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (CDBG) (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided for infrastructure restoration.

New Orleans

In March 2006, Entergy New Orleans provided a justification statement to state and local officials in connection with its pursuit of CDBG funds to mitigate Hurricane Katrina restoration costs that otherwise would be borne by customers. The statement included all the estimated costs of Hurricane Katrina damage, as well as a lost customer base component intended to help offset the need for storm-related rate increases. In October 2006, the Louisiana Recovery Authority Board endorsed a resolution proposing to allocate $200 million in CDBG funds to Entergy New Orleans to defray gas and electric utility system repair costs in an effort to provide rate relief for Entergy New Orleans customers. The proposal was developed as an action plan amendment and published for public comment. State lawmakers approved the action plan in December 2006, and the U. S. Department of Housing and Urban Development approved it in February 2007. Enterg y New Orleans filed applications seeking City Council certification of its storm-related costs incurred through December 2006. Entergy New Orleans supplemented this request to include the estimated future cost of the gas system rebuild.

In March 2007, the City Council certified that Entergy New Orleans incurred $205 million in storm-related costs through December 2006 that are eligible for CDBG funding under the state action plan, and certified Entergy New Orleans' estimated costs of $465 million for its gas system rebuild. In April 2007, Entergy New Orleans executed an agreement with the Louisiana Office of Community Development (OCD) under which

7

$200 million of CDBG funds will be made available to Entergy New Orleans. Entergy New Orleans submitted the agreement to the bankruptcy court, which approved it on April 25, 2007. Entergy New Orleans has received $180.8 million of the funds as of December 31, 2007, and under the agreement with the OCD, Entergy New Orleans expects to receive the remainder as it incurs and submits additional eligible costs.

Mississippi

In March 2006, the Governor of Mississippi signed a law that established a mechanism by which the MPSC could authorize and certify an electric utility financing order and the state could issue bonds to finance the costs of repairing damage caused by Hurricane Katrina to the systems of investor-owned electric utilities.  Because of the passage of this law and the possibility of Entergy Mississippi obtaining CDBG funds for Hurricane Katrina storm restoration costs, in March 2006, the MPSC issued an order approving a Joint Stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provided for a review of Entergy Mississippi's total storm restoration costs in an Application for an Accounting Order proceeding.  In June 2006, the MPSC issued an order certifying Entergy Mississippi's Hurricane Katrina restoration costs incurred through March 31, 2006 of $89 million, net of estimated insurance proceeds. Two days later, Entergy Mississippi filed a reques t with the Mississippi Development Authority for $89 million of CDBG funding for reimbursement of its Hurricane Katrina infrastructure restoration costs. Entergy Mississippi also filed a Petition for Financing Order with the MPSC for authorization of state bond financing of $169 million for Hurricane Katrina restoration costs and future storm costs. The $169 million amount included the $89 million of Hurricane Katrina restoration costs plus $80 million to build Entergy Mississippi's storm damage reserve for the future. Entergy Mississippi's filing stated that the amount actually financed through the state bonds would be net of any CDBG funds that Entergy Mississippi received.

In October 2006, the Mississippi Development Authority approved for payment and Entergy Mississippi received $81 million in CDBG funding for Hurricane Katrina costs. The MPSC then issued a financing order authorizing the issuance of state bonds to finance $8 million of Entergy Mississippi's certified Hurricane Katrina restoration costs and $40 million for an increase in Entergy Mississippi's storm damage reserve. $30 million of the storm damage reserve was set aside in a restricted account. A Mississippi state entity issued the bonds in May 2007, and Entergy Mississippi received proceeds of $48 million. Entergy Mississippi will not report the bonds on its balance sheet because the bonds are the obligation of the state entity, and there is no recourse against Entergy Mississippi in the event of a bond default. To service the bonds, Entergy Mississippi is collecting a system restoration charge on behalf of the state, and will remit the collections to the state. By analogy to a nd in accordance with Entergy's accounting policy for collection of sales taxes, Entergy Mississippi will not report the collections as revenue because it is merely acting as the billing and collection agent for the state.

Additional Securitization Proceedings

Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy Texas have filed with their respective retail regulators for recovery of storm restoration costs, including through securitization. These filings and their results are discussed in Note 2 to the financial statements.

Entergy New Orleans Bankruptcy

As a result of the effects of Hurricane Katrina and the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area, on September 23, 2005, Entergy New Orleans filed a voluntary petition in bankruptcy court seeking reorganization relief under Chapter 11 of the U.S. Bankruptcy Code. On May 7, 2007, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization. With the receipt of CDBG funds, and the agreement on insurance recovery with one of its excess insurers, Entergy New Orleans waived the conditions precedent in its plan of reorganization, and the plan became effective on May 8, 2007. Following are significant terms in Entergy New Orleans' plan of reorganization:

8

With confirmation of the plan of reorganization, Entergy reconsolidated Entergy New Orleans in the second quarter 2007, retroactive to January 1, 2007. Because Entergy owns all of the common stock of Entergy New Orleans, reconsolidation does not affect the amount of net income that Entergy recorded from Entergy New Orleans' operations for the current or prior periods, but does result in Entergy New Orleans' financial results being included in each individual income statement line item in 2007, rather than only its net income being presented as "Equity in earnings of unconsolidated equity affiliates," as will remain the case for 2005 and 2006.

9

Results of Operations

Earnings applicable2007 Compared to common stock2006

Following are income statement variances for the years ended December 31, 2004, 2003, and 2002 by operating segment are as follows:

Operating Segment

 

2004

 

2003

 

2002

 

 

(In Thousands)

 

 

 

 

 

 

 

U.S. Utility

 

$643,408 

 

$469,050 

 

$583,251 

Non-Utility Nuclear

 

245,029 

 

300,799 

 

200,505 

Energy Commodity Services

 

3,481 

 

180,454 

 

(145,830)

Parent & Other

 

17,606 

 

(23,360)

 

(38,566)

Total

 

$909,524 

 

$926,943 

 

$599,360 

Following is a discussion of Entergy's income before taxes according to the business segments listed above. Earnings for 2004 include a $97 million tax benefit that resulted from the sale of preferred stock and less than 1% of the common stock in a subsidiary in the non-nuclear wholesale assets business; and a $36 million net-of-tax impairment charge in the non-nuclear wholesale assets business, both of which are discussed below.

Earnings for 2003 include the $137.1 million net-of-tax cumulative effect of changes in accounting principle that increased earnings in the first quarter of 2003, almost entirely resulting from the implementation of SFAS 143. Earnings were negatively affected in the fourth quarter of 2003 by voluntary severance program expenses of $122.8 million net-of-tax. As part of an initiative to achieve productivity improvements with a goal of reducing costs, primarily in theUtility, Non-Utility Nuclear, and U.S. Utility businesses, in the second half of 2003 Entergy offered a voluntary severance program to employees in various departments. Approximately 1,100 employees, including 650 employees in nuclear operations from the Non-Utility Nuclear and U.S. Utility businesses, accepted the offers.

Earnings for 2002 were negatively affected by net charges ($238.3 million net-of-tax) reflecting the effect of Entergy's decision to discontinue additional greenfield power plant development and asset impairments resulting from the deteriorating economics of wholesale power markets principally in the United States and the United Kingdom. The net charges are discussed more fully below in the Energy Commodity Services discussion. See Note 11 to the consolidated financial statements for further discussion of Entergy'sParent & Other business segments, and their financial resultsEntergy comparing 2007 to 2006 showing how much the line item increased or (decreased) in 2004, 2003, and 2002.comparison to the prior period:

 


Utility

 

Non-Utility
Nuclear

 

Parent & Other


Entergy

(In Thousands)

2006 Consolidated Net Income

 

$691,160 

 

$309,496 

 

$131,946 

$1,132,602 

Net revenue (operating revenue less fuel expense,
  purchased power, and other regulatory
  charges/credits)

 



346,753 



451,374 



(62,994)



735,133 

Other operation and maintenance expenses

 

207,468 

122,511 

(15,689)

314,290 

Taxes other than income taxes

 

42,553 

16,265 

1,679 

60,497 

Depreciation

 

46,307 

27,510 

2,103 

75,920 

Other income

 

8,732 

(12,193)

(90,071)

(93,532)

Interest charges

 

15,405 

(12,686)

81,633 

84,352 

Other (including discontinued operations)

 

(3,285)

(30,129)

492 

(32,922)

Income taxes

 

48,920 

25,748 

(3,295)

71,373 

2007 Consolidated Net Income (Loss)

 

$682,707 

 

$539,200 

 

($87,058)

$1,134,849 

Refer to ""SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES"SUBSIDIARIES" which accompanies Entergy Corporation's consolidated financial statements in this report for further information with respect to operating statistics.

U.S. UTILITY

The increaseEarnings were negatively affected in earnings for the U.S. Utility for 2004 from $469 million to $643 million was primarily due to the following:

The decrease in earnings for the U.S. Utility for 2003 from $583 million to $469 million was primarily due to:

Partially offsetting the decrease in earnings in 2003 were higher net revenue and lower interest charges.

Net Revenue

2004 Compared to 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Utility

Following is an analysis of the change in net revenue comparing 20042007 to 2003.2006.

Amount

(In Millions)

2006 net revenue (includes $187 million for Entergy New Orleans)


$4,458.1 

  Volume/weather

89.4 

  Base revenues

 

85.3 

2003 net  Fuel recovery

51.6 

  Transmission revenue

 

$4,214.538.4 

Volume/weather  Purchased power capacity

 

68.3  (90.4)

Summer capacity charges  Net wholesale revenue

 

17.4  (58.6)

Base rates  Other

10.644.0 

Deferred fuel cost revisions

(46.3)

Price applied to unbilled sales

(19.3)

Other

(1.2)

2004    2007 net revenue

$4,244.04,617.8 

The volume/weather variance resulted primarily from increased electricity usage partially offset byin the effect of milder weather onresidential and commercial sectors, including increased usage during the unbilled sales during 2004 compared to 2003.period. Billed retail electricity usage increased by a total of 2,2611,591 GWh, inan increase of 1.6%. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -Critical Accounting Estimates" herein and Note 1 to the industrial and commercial sectors.financial statements for a discussion of the accounting for unbilled revenues.

The summer capacity charges variance was due to the amortization in 2003 at Entergy Gulf States and Entergy Louisiana of deferred capacity charges for the summer of 2001. Entergy Gulf States' amortization began in June 2002 and ended in May 2003. Entergy Louisiana's amortization began in August 2002 and ended in July 2003.

Base rates increased net revenue due to a base rate increase at Entergy New Orleans that became effective in June 2003.

The deferred fuel cost revisions variance resulted primarily from a revision in 2003 to an unbilled sales pricing estimate to more closely align the fuel component of that pricing with expected recoverable fuel costs at Entergy Louisiana. Deferred fuel cost revisions also decreased net revenue due to a revision in 2004 to the estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider.

The price applied to unbilled salesrevenues variance resulted from a decrease in fuel price in 2004 causedrate increases primarily byat Entergy Louisiana effective September 2006 for the effect of nuclear plant outages in 2003 on average fuel costs.

Gross operating revenues2005 formula rate plan filing to recover LPSC-approved incremental deferred and regulatory credits

Gross operating revenues include an increase in fuel cost recovery revenues of $475 million and $18 million in electric and gas sales, respectively, primarily due to higher fuel rates in 2004 resulting from increases in the market prices ofongoing purchased power and natural gas. As such, this revenue increasecapacity costs. The formula rate plan filing is offset by increaseddiscussed in Note 2 to the financial statements.

11

The fuel and purchased power expenses.

Other regulatory credits increasedrecovery variance is primarily due to the following:

FERC.

2003 Compared

The transmission revenue variance is due to 2002higher rates and the addition of new transmission customers in late-2006.

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and

The purchased power expensescapacity variance is due to higher capacity charges and 2) other regulatory credits. Following is an analysisnew purchased power contracts that began in mid-2006. A portion of the changevariance is due to the amortization of deferred capacity costs and is offset in net revenue comparing 2003 to 2002.

(In Millions)

2002 net revenue

$4,209.6  

Base rate increases

66.2  

Base rate decreases

(23.3)

Deferred fuel cost revisions

56.2  

Asset retirement obligation

42.9  

Net wholesale revenue

23.2  

March 2002 Ark. settlement agreement

(154.0)

Other

(6.3)

2003 net revenue

$4,214.5 

Base rates increased net revenuebase revenues due to base rate increases implemented to recover incremental deferred and ongoing purchased power capacity charges at Entergy Mississippi andLouisiana, as discussed above.

The net wholesale revenue variance is due primarily to 1) more energy available for resale at Entergy New Orleans that became effective in January 2003 and June 2003, respectively. Entergy Gulf States implemented base rate decreases in its Louisiana jurisdiction effective June 2002 and January 2003. The January 2003 base rate decrease of $22.1 million had a minimal impact on net income due to a corresponding reduction in nuclear depreciation and decommissioning expenses associated with the change in accounting estimate to reflect an assumed extension of River Bend's useful life.

The deferred fuel cost revisions variance was due to a revised unbilled sales pricing estimate made in December 2002 and further revision of that estimate in the first quarter of 2003 to more closely align the fuel component of that pricing with expected recoverable fuel costs at Entergy Louisiana.

The asset retirement obligation variance was2006 due to the implementationdecrease in retail usage caused by customer losses following Hurricane Katrina and 2) the inclusion in 2006 revenue of SFAS 143, "Accountingsales into the wholesale market of Entergy New Orleans' share of the output of Grand Gulf, pursuant to City Council approval of measures proposed by Entergy New Orleans to address the reduction in Entergy New Orleans' retail customer usage caused by Hurricane Katrina and to provide revenue support for Asset Retirement Obligations," adoptedthe costs of Entergy New Orleans' share of Grand Gulf. The net wholesale revenue variance is partially offset by the effect of lower wholesale revenues in January 2003. See"Critical Accounting Estimates - -the third quarter 2006 due to an October 2006 FERC order requiring Entergy Arkansas to make a refund to a coal plant co-owner resulting from a contract dispute.

Non-Utility Nuclear Decommissioning Costs"

Net revenue increased for more details on SFAS 143.Non-Utility Nuclear from $1,388 million for 2006 to $1,839 million for 2007 primarily due to higher pricing in its contracts to sell power and additional production available resulting from the acquisition of the Palisades plant in April 2007. Amortization of the Palisades purchased power agreement liability, which is discussed in Note 15 to the financial statements, also contributed to the increase. The increase was partially offset by increased depreciation and decommissioning expenses and had an insignificantthe effect on net income.revenues of four refueling outages in 2007 compared to two in 2006. Following are key performance measures for Non-Utility Nuclear for 2007 and 2006:

The increase in net wholesale

 

 

2007

 

2006

 

 

 

 

 

Net MW in operation at December 31

 

4,998

 

4,200

Average realized price per MWh

 

$52.69

 

$44.33

GWh billed

 

37,570

 

34,847

Capacity factor

 

89%

 

95%

Parent & Other

Net revenue wasdecreased for Parent & Other from $114 million for 2006 to $51 million for 2007 primarily due to an increase in sales volume to municipal and cooperative customers.

The March 2002 settlement agreement variance reflects the absence in 2003sale of the effect of recording the ice storm settlement approved by the APSCnon-nuclear wholesale asset business' remaining interest in 2002. This settlement resulted in previously deferred revenues at Entergy Arkansas per the transition cost account mechanism being recorded in net revenuea power development project in the second quarter 2006, which resulted in a $14.1 million gain ($8.6 million net-of-tax). Also contributing to the decrease were higher natural gas prices in 2007 compared to the same period in 2006 as well as lower production as a result of 2002. The decrease wasan additional plant outage in 2007 compared to the same period in 2006. A substantial portion of the effect on net income of this decline is offset by a correspondingrelated decrease in other operation and maintenance expenses and had a minimal effect on net income.

Gross operating revenues and regulatory credits

Gross operating revenues include an increase in fuel cost recovery revenues of $682 million and $53 million in electric and gas sales, respectively, primarily due to higher fuel rates in 2003 resulting from increases in the market prices of purchased power and natural gas. As such, this revenue increase was offset by increased fuel and purchased power expenses.

Other regulatory credits decreased primarily due to the APSC-approved March 2002 settlement agreement mentioned above, which increased other regulatory credits in 2002 to offset other operation and maintenance expenses of $159.9 million related to the December 2000 ice storms. The decrease was partially offset by the asset retirement obligation mentioned above, which increased other regulatory credits in 2003 to offset the increases in depreciation and decommissioning expenses.

12

Other Income Statement VariancesItems

2004 Compared to 2003

Utility

Other operation and maintenance expenses decreasedincreased from $1.613 billion$1,749 million for 2006 to $1,855 million for 2007 primarily due to:

The increase is partially offset by a decrease of $23 million in payroll, payroll-related, and benefits costs in 2004. Entergy expects benefit costs to continue to increase in 2005. See"Critical Accounting Estimates - - Pension and Other Retirement Benefits" and Note 10 to the consolidated financial statements for further discussion of benefit costs.

Depreciation and amortization expenses increased from $797.6$835 million in 2003for 2006 to $823.7$850 million in 2004 primarily due to higher depreciation of Grand Gulf due to a higher scheduled sale-leaseback principal payment in addition to an increase in plant in service.

Other income (deductions) changed from ($36.0 million) in 2003 to $108.9 million in 2004 primarily due to the following:

Interest on long-term debt decreased from $433.5 million in 2003 to $390.7 million in 2004 primarily due to the net retirement and refinancing of long-term debt in 2003 and the first six months of 2004. See Note 5 to the consolidated financial statements for details on long-term debt.

2003 Compared to 2002

Other operation and maintenance expenses decreased from $1.679 billion in 2002 to $1.613 billion in 2003 primarily due to decreased expenses at Entergy Arkansas. The March 2002 settlement agreement that became final in the second quarter of 2002, allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts, increased Entergy Arkansas' expenses by $159.9 million in 2002. This increase in expenses in 2002 was offset by a regulatory credit resulting in no effect on net income. The decrease was partially offset by an increase of $99.8 million in benefit costs as a result of voluntary severance program accruals in 2003.

Decommissioning expense increased from $30.5 million in 2002 to $92.5 million in 2003 primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense was offset by increases in other regulatory credits and interest and dividend income and had an insignificant effect on net income.

Depreciation and amortization expenses increased from $769.8 million in 2002 to $797.6 million in 20032007 primarily due to an increase in plant in service.service and a revision made in the first quarter 2006 to estimated depreciable lives involving certain intangible assets. The increase was alsopartially offset by a revision in the third quarter 2007 related to depreciation previously recorded on storm-related assets. Recovery of the cost of those assets will now be through the securitization of storm costs approved by the LPSC in the third quarter 2007. The securitization approval is discussed in Note 2 to the financial statements.

Non-Utility Nuclear

Other operation and maintenance expenses increased from $637 million for 2006 to $760 million for 2007 primarily due to the implementationacquisition of SFAS 143. The increasethe Palisades plant in depreciationApril 2007 and amortization expenseexpenses of $29 million in the fourth quarter 2007 in connection with the nuclear operations fleet alignment.

Other expenses increased due to SFAS 143 implementation was offset by increases of $14.4 million in other regulatory creditsnuclear refueling outage expense and interest and dividend income and has an insignificant effect on net income.$15.7 million in decommissioning expense that resulted almost entirely from the acquisition of Palisades in April 2007.

Parent & Other

Interest charges increased from $101 million for 2006 to $183 million for 2007 primarily due to additional borrowings under Entergy Corporation's revolving credit facilities.

Other income (deductions) changeddecreased from $47.6$93 million in 2002for 2006 to ($36.0 million) in 2003$3 million for 2007 primarily due to a decreasegain of approximately $55 million (net-of-tax) in "miscellaneous - net" as a result of a $107.7 million accrual in the second quarter of 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs. The decrease was partially offset by an increase in interest and dividend income as a result of the implementation of SFAS 143.

Interest on long-term debt decreased from $462.0 million in 2002 to $433.5 million in 2003 primarily due to the redemption and refinancing of long-term debt.

NON-UTILITY NUCLEAR

Following are key performance measures for Non-Utility Nuclear:

 

2004

 

2003

 

2002

 

 

 

 

 

 

Net MW in operation at December 31

4,058

 

4,001

 

3,955

Average realized price per MWh

$41.26

 

$39.38

 

$40.07

Generation in GWh for the year

32,524

 

32,379

 

29,953

Capacity factor for the year

92%

 

92%

 

93%

2004 Compared to 2003

The decrease in earnings for Non-Utility Nuclear from $300.8 million to $245.0 million was primarily due to the $154.5 million net-of-tax cumulative effect of a change in accounting principle that increased earnings in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - SFAS 143" below for discussion of the implementation of SFAS 143. Earnings before the cumulative effect of accounting change increased by $98.7 million primarily due to the following:

Partially offsetting this increase were the following:

2003 Compared to 2002

The increase in earnings for Non-Utility Nuclear from $200.5 million to $300.8 million was primarily due to the $154.5 million net-of-tax cumulative effect of a change in accounting principle recognized in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - SFAS 143" below for discussion of the implementation of SFAS 143. Income before the cumulative effect of accounting change decreased by $54.2 million. The decrease was primarily due to $83.0 million ($50.6 million net-of-tax) of charges recorded in connection with the voluntary severance program. Except for the effect of the voluntary severance program, operation and maintenance expenses in 2003 per MWh of generation were in line with 2002 operation and maintenance expenses.

ENERGY COMMODITY SERVICES

Sales of Entergy-Koch Businesses

In the fourth quarter of 2006 related to the Entergy-Koch investment. In 2004, Entergy-Koch sold its energy trading and pipeline businesses to third parties. The sales came after a review of strategic alternatives for enhancing the value of Entergy-Koch, LP.At that time, Entergy received $862 million of cash distributions in 2004 from Entergy-Koch after the business sales, and Entergy ultimately expects to receive total net cash distributions exceeding $1 billion, comprised of the after-tax cash from the distributions of the sales proceeds andin the eventual liquidationform of a cash distribution by Entergy-Koch. Entergy currently expects that it will receive the remaining cash distributions in 2006, and expects that the net cash distributions will exceed its equity investment in Entergy-Koch. Entergy expects to record a $60 million net-of-tax gain when the remainder of the proceeds are received in 2006.

In the purchase agreements for the energy trading and the pipeline business sales, Entergy-Koch has agreed to indemnify the respective purchasers for certain potential losses relating to any breaches of the sellers' representations, warranties, and obligations under each of the purchase agreements. Entergy Corporation has guaranteed up to 50% of Entergy-Koch's indemnification obligationsDue to the purchasers. Entergy does not expect any material claims under these indemnification obligations, but toNovember 2006 expiration of contingencies on the extent that any are asserted and paid, the gain that Entergy expects to record in 2006 may be reduced.

Results of Operations

2004 Compared to 2003

The decrease in earnings for Energy Commodity Services from $180.5 million to $3.5 million was primarily due to:

PARENT & OTHER

2004 Compared to 2003Utility operating companies.

The increase in earnings for Parent & Other from a $23.4 million loss to $17.6 million in earnings was primarily due to the following:

2003 Compared to 2002

The loss from Parent & Other decreased in 2003 from $38.6 million to $23.4 million primarily due to lower income tax expense.

Income Taxes

The effective income tax ratesrate for 2004, 2003, and 2002 were 28.2%, 37.9%, and 32.1%, respectively. 2006 was 27.6%. The reduction in the effective income tax rate versus the federal statutory rate of 35% in 2006 is primarily due to tax benefits, net of reserves, resulting from the tax capital loss recognized in connection with the liquidation of Entergy Power International Holdings, Entergy's holding company for Entergy-Koch. Also contributing to the lower rate for 2006 is an IRS audit settlement that allowed Entergy to release from its tax reserves settled issues relating to 1996-1998 audit cycle.

See Note 3 to the consolidated financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rates.rates, and for additional discussion regarding income taxes.

2006 Compared to 2005

Following are income statement variances for Utility, Non-Utility Nuclear, Parent & Other business segments, and Entergy comparing 2006 to 2005 showing how much the line item increased or (decreased) in comparison to the prior period:

 


Utility

 

Non-Utility
Nuclear

 

Parent & Other


Entergy

(In Thousands)

2005 Consolidated Net Income (Loss)

 

$659,760 

 

$282,623 

 

($44,052)

$898,331 

Net revenue (operating revenue less fuel expense,
  purchased power, and other regulatory charges
  (credits) - net)

 



195,681 



114,028 



3,952 



313,661 

Other operation and maintenance expenses

 

177,725 

49,264 

(13,831)

213,158 

Taxes other than income taxes

 

38,662 

8,489 

(1,111)

46,040 

Depreciation

 

19,780 

13,215 

(1,580)

31,415 

Other income

 

44,465 

27,622 

65,049 

137,136 

Interest charges

 

41,990 

(3,450)

38,234 

76,774 

Other (including discontinued operations)

 

(3,146)

(6,465)

44,232 

34,621 

Income taxes

 

(72,557)

40,794 

(84,477)

(116,240)

2006 Consolidated Net Income

 

$691,160 

 

$309,496 

 

$131,946 

$1,132,602 

14

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing 2006 to 2005.

Amount

(In Millions)

2005 net revenue

$4,075.4 

Base revenues/Attala costs

143.2 

Fuel recovery

39.6 

Pass-through rider revenue

35.5 

Transmission revenue

20.8 

Storm cost recovery

12.3 

Volume/weather

10.6 

Price applied to unbilled electric sales

(43.7)

Purchased power capacity

(34.5)

Other

11.9 

2006 net revenue

$4,271.1 

The base revenues variance resulted primarily from increases effective October 2005 for Entergy Gulf States Louisiana for the 2004 formula rate plan filing and the annual revenue requirement related to the purchase of power from the Perryville generating station, and increases for Entergy Texas related to an incremental purchased capacity recovery rider that began in December 2005 and a transition to competition rider that began in March 2006. The Attala costs variance is due to the recovery of Attala power plant costs at Entergy Mississippi through the power management rider. The net income effect of the Attala cost recovery is partially offset by Attala costs in other operation and maintenance expenses, depreciation expense, and taxes other than income taxes.

The fuel recovery variance resulted primarily from adjustments of fuel clause recoveries for Entergy Gulf States Louisiana and increased recovery in 2006 of fuel costs from retail and special rate customers.

The pass-through rider revenue variance is due to a change in 2006 in the accounting for city franchise tax revenues in Arkansas as directed by the APSC. The change results in an increase in rider revenue with a corresponding increase in taxes other than income taxes, resulting in no effect on net income.

The transmission revenue variance is primarily due to new transmission customers in 2006. Also contributing to the increase was an increase in rates effective June 2006.

The storm cost recovery variance is due to the return earned on the interim recovery of storm-related costs at Entergy Louisiana and Entergy Gulf States Louisiana in 2006 as allowed by the LPSC. The storm cost recovery filings are discussed in Note 2 to the financial statements.

The volume/weather variance resulted from an increase of 1.7% in electricity usage primarily in the industrial sector. The increase was partially offset by the effect of less favorable weather on billed sales in the residential sector, compared to the same period in 2005, and a decrease in usage during the unbilled period.

The price applied to unbilled sales variance is due to the exclusion in 2006 of the fuel cost component in the calculation of the price applied to unbilled sales. Effective January 1, 2006, the fuel cost component is no longer included in the unbilled revenue calculation at Entergy Louisiana and Entergy Gulf States Louisiana, which is in accordance with regulatory treatment. See"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -Critical Accounting Estimates" herein.

15

The purchased power capacity variance is primarily due to higher capacity charges and new purchased power contracts in 2006. A portion of the variance is due to the amortization of deferred capacity costs and is offset in base revenues due to base rate increases implemented to recover incremental deferred and ongoing purchased power capacity charges, as discussed above.

Non-Utility Nuclear

Net revenue increased for Non-Utility Nuclear primarily due to higher pricing in its contracts to sell power. Also contributing to the increase in revenues was increased generation in 2006 due to power uprates completed in 2005 and 2006 at certain plants and fewer refueling outages in 2006. Following are key performance measures for Non-Utility Nuclear for 2006 and 2005:

 

 

2006

 

2005

 

 

 

 

 

Net MW in operation at December 31

 

4,200

 

4,105

Average realized price per MWh

 

$44.33

 

$42.26

GWh billed

 

34,847

 

33,641

Capacity factor for the period

 

95%

 

93%

Other Operation and Maintenance Expenses

Other operation and maintenance expenses increased for the Utility from $1,471 million in 2005 to $1,649 million in 2006 primarily due to the following:

Other operation and maintenance expenses increased for Non-Utility Nuclear from $588 million in 2005 to $637 million in 2006 primarily due to the timing of refueling outages, increased benefit and insurance costs, and increased NRC fees.

Taxes Other Than Income Taxes

Taxes other than income taxes increased for the Utility from $322 million in 2005 to $361 million in 2006 primarily due to an increase in city franchise taxes in Arkansas due to a change in 2006 in the accounting for city franchise tax revenues as directed by the APSC. The change results in an increase in taxes other than income taxes with a corresponding increase in rider revenue, resulting in no effect on net income. Also contributing to the increase was higher franchise tax expense at Entergy Gulf States, Inc. as a result of higher gross revenues in 2006 and a customer refund in 2005.

16

Other Income

Other income increased for the Utility from $111 million in 2005 to $156 million in 2006 primarily due to carrying charges recorded on storm restoration costs.

Other income increased for Non-Utility Nuclear primarily due to miscellaneous income of $27 million ($16.6 million net-of-tax) resulting from a reduction in the decommissioning liability for a plant as a result of a revised decommissioning cost study and changes in assumptions regarding the timing of when decommissioning of a plant will begin.

Other income increased for Parent & Other primarily due to a gain related to its Entergy-Koch investment of approximately $55 million (net-of-tax) in the fourth quarter of 2006. In 2004, Entergy-Koch sold its energy trading and pipeline businesses to third parties. At that time, Entergy received $862 million of the sales proceeds in the form of a cash distribution by Entergy-Koch. Due to the November 2006 expiration of contingencies on the sale of Entergy-Koch's trading business, and the corresponding release to Entergy-Koch of sales proceeds held in escrow, Entergy received additional cash distributions of approximately $163 million during the fourth quarter of 2006 and recorded a gain of approximately $55 million (net-of-tax). Entergy expects future cash distributions upon liquidation of the partnership will be less than $35 million.

Interest Charges

Interest charges increased for the Utility and Parent & Other primarily due to additional borrowing to fund the significant storm restoration costs associated with Hurricanes Katrina and Rita.

Discontinued Operations

In April 2006, Entergy sold the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas, and now reports this portion of the business as a discontinued operation. Earnings for 2005 were negatively affected by $44.8 million (net-of-tax) of discontinued operations due to the planned sale. This amount includes a net charge of $25.8 million (net-of-tax) related to the impairment reserve for the remaining net book value of the Competitive Retail Services business' information technology systems. Results for 2006 include an $11.1 million gain (net-of-tax) on the sale of the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas.

Income Taxes

The effective income tax rates for 2006 and 2005 were 27.6% and 36.6%, respectively. The lower effective income tax rate in 20042006 is primarily due to the tax benefits, net of reserves, resulting from the tax capital loss recognized in connection with the liquidation of Entergy Asset Management stock sale discussed above.Power International Holdings, Entergy's holding company for Entergy-Koch. Also contributing to the lower rate for 2006 is an IRS audit settlement that allowed Entergy to release from its tax reserves all settled issues relating to the 1996-1998 audit cycle. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rates, and for additional discussion regarding income taxes.

Liquidity and Capital Resources

This section discusses Entergy's capital structure, capital spending plans and other uses of capital, sources of capital, and the cash flow activity presented in the cash flow statement.

Capital Structure

Entergy's capitalization is balanced between equity and debt, as shown in the following table. The reductionincrease in the debt to capital percentage from 20022006 to 20032007 is primarily the result of additional borrowings under Entergy Corporation's revolving credit facility, along with a decrease in

17

shareholders' equity primarily due to repurchases of common stock. This increase in the debt to capital percentage is in line with Entergy's financial and risk management aspirations. The decrease in the debt to capital percentage from 2005 to 2006 is the result of reduced debt outstanding in the U.S. Utility and Non-Utility Nuclear businesses, and an increase in shareholders' equity, primarily due to increasedan increase in retained earnings.earnings, partially offset by repurchases of common stock.

 

2004

 

2003

 

2002

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

Net debt to net capital at the end of the year

 

44.7%

 

45.3%

 

47.7%

 

54.6%

 

49.4%

 

51.5%

Effect of subtracting cash from debt

 

2.7%

 

2.2%

 

4.1%

 

3.0%

 

2.9%

 

1.6%

Debt to capital at the end of the year

 

47.4%

 

47.5%

 

51.8%

 

57.6%

 

52.3%

 

53.1%

Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, preferred stock with sinking fund, and long-term debt, including the currently maturing portion. Capital consists of debt, common shareholders' equity, and preferred stock without sinking fund. Net capital consists of capital less cash and cash equivalents. The preferred stock with sinking fund is included in debt pursuant to SFAS 150, which Entergy implemented in the third quarter of 2003. The 2002 ratio does not reflect that type of security as debt, but does include it in net capital, which is how Entergy presented those securities prior to implementation of SFAS 150. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.

Long-term debt, including the currently maturing portion, makes up over 90%substantially all of Entergy's total debt outstanding. Following are Entergy's long-term debt principal maturities and estimated interest payments as of December 31, 2003 and 2004 by operating segment.2007. To estimate future interest payments for variable rate debt, Entergy used the rate as of December 31, 2007. The figures below include principal payments on the Entergy Louisiana and System Energy sale-leaseback transactions, which are included in long-term debt on the balance sheet.

Long-term debt maturities

 

2004

 

2005

 

2006

 

2007

 

2008-2009

 

after 2009

 

 

(In Millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2003

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Utility

 

$450

 

$355

 

$28

 

$573

 

$721

 

$4,305

Non-Utility Nuclear

 

74

 

72

 

76

 

80

 

40

 

173

Energy Commodity Services

 

-

 

-

 

-

 

-

 

-

 

-

Parent and Other

 

-

 

60

 

-

 

-

 

539

 

301

Total

$524

$487

$104

$653

$1,300

$4,779

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Utility

 

-

 

$359

 

$27

 

$98

 

$749

 

$4,880

Non-Utility Nuclear

 

-

 

77

 

76

 

80

 

40

 

173

Energy Commodity Services

 

-

 

-

 

-

 

-

 

-

 

-

Parent and Other

 

-

 

60

 

-

 

50

 

539

 

301

Total

-

$496

$103

$228

$1,328

$5,354

Long-term debt maturities and estimated interest payments

 


2008

 


2009

 


2010

 


2011-2012

 


after 2012

(In Millions)

 

 

 

 

 

 

 

 

 

 

 

Utility

 

$1,214

 

$610

 

$1,026

 

$1,236

 

$7,189

Non-Utility Nuclear

 

36

 

36

 

36

 

68

 

161

Parent Company and Other
  Business Segments

 


452

 


474

 


456

 


3,052

 


- -

Total

 

$1,702

 

$1,120

 

$1,518

 

$4,356

 

$7,350

Note 5 to the consolidated financial statements provides more detail concerning long-term debt.

In May 2004,August 2007, Entergy Corporation replaced its 364-day bank credit facility with two separate facilities,entered into a new 364-day$3.5 billion, five-year credit facility, and terminated the two previously existing facilities, a three-year credit facility. The three-year$2 billion five-year revolving credit facility which expiresthat was due to expire in May 2007, has2010 and a borrowing capacity of $965 million, of which $50 million was outstanding at December 31, 2004.

In December 2004, Entergy Corporation refinanced the 364-day bank$1.5 billion three-year revolving credit facility by entering into a five-year credit facility. The five-year credit facility, which expiresthat was due to expire in December 2009, has a borrowing capacity of $500 million, none of which was outstanding at December 31, 2004.

2008. Entergy alsoCorporation has the ability to issue letters of credit against the total borrowing capacity of both credit facilities, and $50 millionthe facility. The weighted average interest rate as of letters of credit had been issued against the three-year facility at December 31, 2004.2007 was 5.524% on the drawn portion of the facility. The facility fee is currently 0.09% of the commitment amount. The facility fee and interest rate can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation.

As of December 31, 2007, amounts outstanding under the $3.5 billion credit facility are:


Capacity

 


Borrowings

 

Letters
of Credit

 

Capacity
Available

(In Millions)

       

$3,500 

 

$2,251 

 

$69 

 

$1,180

Entergy Corporation's credit facilities requirefacility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization, and maintain an interest coverage ratio of 2 to 1.capitalization. If Entergy fails to meet these limits,this ratio, or if Entergy or one of the domestic utility companies defaultRegistrant Subsidiaries (except Entergy New Orleans) defaults on other indebtedness or areis in bankruptcy or insolvency proceedings, an acceleration of the credit facilities'facility maturity datesdate may occur.

18

Capital lease obligations, including nuclear fuel leases, are a minimal part of Entergy's overall capital structure, and are discussed further in Note 910 to the consolidated financial statements. Following are Entergy's payment obligations under those leases:

 

2005

 

2006

 

2007

 

2008-2009

 

after 2009

 

(In Millions)

Capital lease payments, including nuclear fuel leases


$136

 


$143

 


$3

 


$2

 


$3

 

2008

 

2009

 

2010

 

2011-2012

 

after 2012

 

(In Millions)

Capital lease payments, including nuclear fuel leases


$153

 


$213

 


$2

 


$3

 


$2

Notes payable which includeincludes borrowings outstanding on credit facilities with original maturities of less than one year, were less than $1 million as of December 31, 2004.year. Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New OrleansTexas each have 364-dayhad credit facilities available as follows:of December 31, 2007 as follows (with the exception of the Entergy Texas facility, which is expected to become available in March 2008 after the fulfillment of certain closing conditions):


Company

 


Expiration Date

 

Amount of
Facility

 


Interest Rate (a)

Amount Drawn as
of
Dec. 31, 20042007

 

 

 

 

 

 

 

Entergy Arkansas

 

April 20052008

 

$85100 million (b)

6.75%

 

-

Entergy Gulf States Louisiana

August 2012

$100 million (c)

5.025%

-

Entergy Louisiana

August 2012

$200 million (d)

4.96%

-

Entergy Mississippi

 

April 2005May 2008

 

$1530 million (a)(e)

5.85%

 

-

Entergy Mississippi

 

May 20052008

 

$2520 million (e)

5.85%

 

-

Entergy New OrleansTexas

 

April 2005August 2012

 

$14100 million (a)(f)

5.025%

 

-

(a) The combined amount borrowed

(a)

The interest rate is the weighted average interest rate as of December 31, 2007 that would be applied to the outstanding borrowings under the facility.

(b)

The credit facility requires Entergy Arkansas to maintain a total shareholders' equity of at least 25% of its total assets.

(c)

The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against the borrowing capacity of the facility. As of December 31, 2007, no letters of credit were outstanding. The credit facility requires Entergy Gulf States Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the amount of debt assumed by Entergy Texas is excluded from debt and capitalization in calculating the debt ratio.

(d)

The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility. As of December 31, 2007, no letters of credit were outstanding. The credit agreement requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.

(e)

Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable.

(f)

The credit facility allows Entergy Texas to issue letters of credit against the borrowing capacity of the facility. As of December 31, 2007, no letters of credit were outstanding. The credit facility requires Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the transition bonds issued by Entergy Gulf States Reconstruction Funding I, LLC are excluded from debt and capitalization in calculating the debt ratio.

19

In August 2007, Entergy Gulf States, Inc. entered into a $200 million, 5-year bank credit facility, with the ability to issue letters of credit against the facility. As of December 31, 2007, the Entergy Gulf States, Inc. credit facility split into the two separate credit facilities shown above, a $100 million credit facility available to Entergy Gulf States Louisiana and a $100 million credit facility for to Entergy New Orleans under these facilities at any one time cannot exceed $15 million.Texas.

Operating Lease Obligations and Guarantees of Unconsolidated Obligations

Entergy has a minimal amount of operating lease obligations and guarantees in support of unconsolidated obligations. Entergy's guarantees in support of unconsolidated obligations are not likely to have a material effect on Entergy's financial condition or results of operations. Following are Entergy's payment obligations as of December 31, 20042007 on non-cancelable operating leases with a term over one year:

 

2005

 

2006

 

2007

 

2008-2009

 

after 2009

 

(In Millions)

 

 

 

 

 

 

 

 

 

 

Operating lease payments

$99

 

$86

 

$69

 

$100

 

$210

 

2008

 

2009

 

2010

 

2011-2012

 

after 2012

 

(In Millions)

 

 

 

 

 

 

 

 

 

 

Operating lease payments

$99

 

$139

 

$61

 

$76

 

$133

The operating leases are discussed more thoroughly in Note 910 to the consolidated financial statements.

Summary of Contractual Obligations of Consolidated Entities

Contractual Obligations

 

2005

 

2006-2007

 

2008-2009

 

after 2009

 

Total

 

2008

 

2009-2010

 

2011-2012

 

after 2012

 

Total

 

(In Millions)

 

(In Millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt (1)

 

$496

 

$331

 

$1,328

 

$5,354

 

$7,509

 

$1,702

 

$2,638

 

$4,356

 

$7,350

 

$16,046

Capital lease payments (2)

 

$136

 

$146

 

$2

 

$3

 

$287

 

$153

 

$215

 

$3

 

$2

 

$373

Operating leases (2)

 

$99

 

$155

 

$100

 

$210

 

$564

 

$99

 

$200

 

$76

 

$133

 

$508

Purchase obligations (3)

 

$1,160

 

$1,402

 

$962

 

$1,156

 

$4,680

 

$1,457

 

$2,465

 

$1,502

 

$2,930

 

$8,354

(1)

Includes estimated interest payments. Long-term debt is discussed in Note 5 to the consolidated financial statements.

(2)

Capital lease payments include nuclear fuel leases. Lease obligations are discussed in Note 910 to the consolidated financial statements.

(3)

Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. Approximately 99%Almost all of the total pertains toare fuel and purchased power obligations that are recovered in the normal course of business through various fuel cost recovery mechanisms in the U.S. Utility business.obligations.

In addition to thesethe contractual obligations, in 2008, Entergy expects to contribute $185.9$226 million to its pension plans and $63.3$69.6 million to other postretirement plansplans. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy's pension contributions in 2005.the future. Also in addition to the contractual obligations, Entergy has $2.122 billion of unrecognized tax benefits and interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

20

Capital Expenditure Plans and Other Uses of Capital

Following are the amounts of Entergy's planned construction and other capital investments by operating segment for 20052008 through 2007:2010:

Planned construction and capital investments

Planned construction and capital investments

 

2005

 

2006

 

2007

Planned construction and capital investments

 

2008

 

2009

 

2010

 

 

(In Millions)

 

 

(In Millions)

 

  

 

  

 

  

 

 

  

 

  

 

  

 

Maintenance Capital:

Maintenance Capital:

 

 

 

 

 

 

Maintenance Capital:

 

 

 

 

 

 

U.S. Utility

 

$734

 

$699

 

$763

Utility

 

$864

 

$807

 

$811

Non-Utility Nuclear

 

72

 

72

 

60

Non-Utility Nuclear

 

78

 

78

 

78

Energy Commodity Services

 

3

 

4

 

6

Parent and Other

 

2

 

-

 

-

Parent and Other

 

11

 

19

 

11

 

 

944

 

885

 

889

 

 

820

 

794

 

840

Capital Commitments:

Capital Commitments:

 

 

 

 

 

 

Capital Commitments:

 

 

 

 

 

 

U.S. Utility

 

571

 

349

 

201

Utility

 

1,033

 

846

 

675

Non-Utility Nuclear

 

90

 

67

 

43

Non-Utility Nuclear

 

207

 

189

 

248

Energy Commodity Services

 

-

 

-

 

-

 

 

1,240

 

1,035

 

923

Parent and Other

 

-

 

-

 

-

 

 

661

 

416

 

244

Total

Total

 

$1,481

 

$1,210

 

$1,084

Total

 

$2,184

$1,920 

$1,812

Maintenance Capital refers to amounts Entergy plans to spend on routine capital projects that are necessary to support reliability of its service, equipment, or systems and to support normal customer growth.

Capital Commitments refers to non-routine capital investments for which Entergy is either contractually obligated, has Board-approval,Board approval, or is otherwise requiredexpects to make pursuant to asatisfy regulatory agreement or existing rule or law.legal requirements. Amounts reflected in this category include the following:

From time to time,

  • Environmental compliance spending, including $24 million for installation of scrubbers and low NOx burners at Entergy considers other capital investments as potentially being necessary or desirableArkansas' White Bluff coal plant. The project is still in the planning stages and has not been designed, but the latest conceptual cost estimate indicates Entergy Arkansas' share of the project could cost approximately $375 million, including $195 million over the 2008-2010 period. Entergy continues to review potential additional environmental spending needs and financing alternatives for any such spending, and future spending estimates could change based on the results of this continuing analysis.
  • NYPA value sharing costs.
  • The Utility's generating capacity remains short of customer demand, and its supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including additional nuclear plant power uprates, generation supply assets, various transmission upgrades, environmental compliance expenditures,new projects or investmentsthe exploration of alternative financing sources, could result in new businessesincreases or assets. Because no contractual obligation, commitment, or Board-approval exists to pursue these investments, they are not includeddecreases in Entergy'sthe capital expenditure estimates given above. In addition, the planned construction and capital investments. These potential investments are also subject to evaluation and approval in accordance with Entergy's policies before amounts may be spent. In addition, Entergy's capital spending plansestimates shown above do not include spending for transmission upgrades requested by merchant generators, other than projectsthe costs associated with the potential interconnection between Entergy Texas and ERCOT that is discussed in Note 2 to the financial statements. These potential interconnection costs are currently underway.

    21

    estimated to be approximately $1 billion. Estimated capital expenditures are also subject to periodic review and modification and may vary based on the ongoing effects of business restructuring, regulatory constraints, environmental regulations, business opportunities, market volatility, economic trends, and the ability to access capital.

    In April 2007, Entergy's Non-Utility Nuclear business purchased the 798 MW Palisades nuclear energy plant located near South Haven, Michigan from Consumers Energy Company for a net cash payment of $336 million. Entergy received the plant, nuclear fuel, inventories, and other assets. The liability to decommission the plant, as well as related decommissioning trust funds, was also transferred to Entergy's Non-Utility Nuclear business. Entergy's Non-Utility Nuclear business executed a unit-contingent, 15-year purchased power agreement (PPA) with Consumers Energy for 100% of the plant's output, excluding any future uprates. Prices under the PPA range from $43.50/MWh in 2007 to $61.50/MWh in 2022, and the average price under the PPA is $51/MWh. In the first quarter 2007, the NRC renewed Palisades' operating license until 2031. Also, as part of the transaction, Entergy's Non-Utility Nuclear business assumed responsibility for spent fuel at the decommissioned Big Rock Point nuclear plant, which is located near Charlevoix, Michigan.  Palisades' financial results since April 2007 are included in Entergy's Non-Utility Nuclear business segment. See Note 15 to the financial statements herein for a discussion of the purchase price allocation and the amortization to revenue of the below-market PPA.

    In April 2007, Entergy Louisiana announced that it plans to pursue the solid fuel repowering of a 538 MW unit at its Little Gypsy plant.  Petroleum coke and coal will be the unit's primary fuel sources.  In July 2007, Entergy Louisiana filed with the LPSC for approval of the repowering project, and stated that it expects to spend $1.55 billion on the project. In addition to seeking a finding that the project is in the public interest, the filing with the LPSC asks that Entergy Louisiana be allowed to recover a portion of the project's financing costs during the construction period. Hearings were held in October 2007, and the LPSC approved the certification of the project in November 2007, subject to several conditions. One of the conditions is the development and approval of a construction monitoring plan. The approval allowed Entergy Louisiana to order equipment, such as boiler and piping components, so that compone nts can be manufactured to keep the project on schedule. A decision regarding whether to allow Entergy Louisiana to recover a portion of the project's financing costs during the construction period was deferred to Phase II of the proceedings. In December 2007, Entergy Louisiana filed testimony in the Phase II proceeding seeking financing cost recovery and proposing a procedure for synchronizing future base rate recovery by a formula rate plan or base rate filing of the project's non-fuel costs. Phase II hearings are scheduled to begin in May 2008. In December 2007, Entergy Louisiana signed a target cost contract with the engineering, procurement, and construction services contractor, and issued the contractor a notice to proceed with construction. Entergy Louisiana expects the project to be completed in 2012.

    In July 2007, Entergy Arkansas announced that it had signed an agreement to purchase the Ouachita Generating Facility, a 789 MW power plant, from a subsidiary of Cogentrix Energy, Inc., for $210 million. The facility is a combined-cycle gas-fired generating facility located near the city of Sterlington in northern Louisiana. The facility entered commercial service in 2002.  Entergy Arkansas plans to invest approximately $40 million in spare parts purchases and plant improvements, and has estimated transaction costs and contingencies of $6 million. The acquisition also may require transmission upgrades in order for the facility to qualify as a network resource, which costs were recently estimated by the Independent Coordinator of Transmission for the Entergy System to be approximately $70 million, subject to additional evaluation.  The Ouachita plant will be 100 percent owned by Entergy Arkansas, and the acquisition is expected to close in 2008.  It is planned that, as part of the transaction, Entergy Gulf States Louisiana will purchase one-third of the capacity and output of the facility from Entergy Arkansas.  The purchase of the plant is contingent upon obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  Entergy Arkansas filed with the APSC in September 2007 for its approval of the acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general have supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC has opposed Entergy Arkansas' purchase of the plant.  The Arkansas attorney general has opposed recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider.In December 2007, the APSC issued an order approving recovery through a rider of the capacity

    22

    costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. The APSC has scheduled a hearing in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery. In January 2008 the FERC issued an order authorizing the acquisition. In November 2007, Entergy Gulf States Louisiana filed a request with the LPSC for authorization to purchase one-third of the capacity and energy of the Ouachita plant during the term of the interim tolling agreement and for authorization to purchase one-third of the plant's capacity and energy on a life-of-unit basis after the plant's acquisition. In January 2008 the LPSC approved the recovery of costs associated with the interim tolling agreement. An LPSC hearing on approval of the purchase of one-third of the plant's capacity and energy on a life-of-unit basis is scheduled for June 2008.

    Entergy Louisiana plans to replace the Waterford 3 steam generators, along with the reactor vessel closure head and control element drive mechanisms, in 2011.  Replacement of these components is common to pressurized water reactors throughout the nuclear industry.  The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials associated with these components within the reactor coolant system. The issue is applicable to Waterford 3 and is managed in accordance with standard industry practices and guidelines. Routine inspections of the steam generators during Waterford 3's Fall 2006 refueling outage identified degradation of certain tube spacer supports in the steam generators that required repair beyond that anticipated prior to the outage. Corrective measures were successfully implemented to permit continued operation of the steam generators. While potential future replacement of these components had been contemplated, addition al steam generator tube and component degradation necessitates replacement of the steam generators as soon as reasonably achievable. The earliest the new steam generators can be manufactured and delivered for installation is 2011. A mid-cycle outage performed in 2007 supports Entergy's 2011 replacement strategy. The reactor vessel head and control element drive mechanisms will be replaced at the same time, utilizing the same reactor building construction opening that is necessary for the steam generator replacement.  Entergy Louisiana estimates that it will spend approximately $485 million on this project.

    Dividends and Stock Repurchases

    Declarations of dividends on Entergy's common stock are made at the discretion of the Board. Among other things, the Board evaluates the level of Entergy's common stock dividends based upon Entergy's earnings, financial strength, and future investment opportunities. At its October 2004January 2008 meeting, the Board increased Entergy'sdeclared a dividend of $0.75 per share, which is the same quarterly dividend per share by 20%, to $0.54. In 2004,that Entergy paid approximately $428in the third and fourth quarter 2007. The prior quarterly dividend per share was $0.54. Entergy paid $507 million in 2007 and $449 million in 2006 in cash dividends on its common stock.

    In accordance with Entergy's stock-based compensation plan, Entergy periodically grants stock options to its key employees, which may be exercised to obtain shares of Entergy's common stock. According to the plan, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans.

    In addition to thisthe authority to fund grant exercises, in January 2007, the Board has approved a program under which Entergy willis authorized to repurchase up to $1.5 billion of its common stock, through 2006.which Entergy expects to complete in 2008. As of December 31, 2007, $997 million of share repurchases have been made pursuant to this program. In January 2008, the Board authorized an incremental $500 million share repurchase program to enable Entergy to consider opportunistic purchases in response to equity market conditions. Entergy's financial aspirations following the consummation of the planned Non-Utility Nuclear spin-off include a potential new share repurchase program targeted at $2.5 billion. The amount of this potential program to follow completion of the spin-off is expected to be reduced by the amount of repurchases undermade pursuant to the programJanuary 2008 incremental program.

    The amount of repurchases may vary as a result of material changes in business results or capital spending or as a result of material new investment opportunities. In 2004,

    23

    The Board had previously approved a program under which Entergy repurchased 16,631,800 shareswas authorized to repurchase up to $1.5 billion of its common stock under both programsthrough 2006. Entergy completed this program in the fourth quarter 2006.

    Entergy New Orleans Debtor-in-Possession Credit Facility

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. The credit facility provided for a total purchase price of $1.018 billion.

    PUHCA Restrictions on Uses of Capital

    Entergy's ability to invest in electric wholesale generators and foreign utility companies is subject to the SEC's regulations under PUHCA. As authorized by the SEC, Entergy is allowed to invest earnings in electric wholesale generators and foreign utility companies in an amount equal to 100% of its average consolidated retained earnings. As of December 31, 2004, Entergy's investments subject to this rule totaled $2.7 billion constituting 55.9% of Entergy's average consolidated retained earnings.

    Entergy's ability to guarantee obligations of Entergy's non-utility subsidiaries is also limited by SEC regulations under PUHCA. In August 2000, the SEC issued an order, effective through December 31, 2005, that allows Entergy to issue up to $2 billion$200 million in loans. The interest rate on borrowings under the credit facility was the average interest rate of guarantees forborrowings outstanding under Entergy Corporation's revolving credit facility. With the benefitconfirmation of its non-utility companies. In February 2005, Entergy requested thatNew Orleans' plan of reorganization in May 2007, Entergy New Orleans repaid to Entergy Corporation, in full, in cash, the SEC increase this limit to $4 billion.$67 million of outstanding borrowings under the debtor-in-possession credit facility.

    Under PUHCA, the SEC imposes a limit equal to 15% of consolidated capitalization on the amount that may be invested in "energy-related" businesses without specific SEC approval. Entergy has made investments in energy-related businesses, including power marketing and trading. Entergy's available capacity to make additional investments at December 31, 2004 was approximately $1.9 billion.

    Sources of Capital

    Entergy's sources to meet its capital requirements and to fund potential investments include:

    The majority of Entergy's internally generated funds come from the U.S. Utility.

    Circumstances such as weather patterns, fuel and purchased power price fluctuations, and unanticipated expenses, including unscheduled plant outages and storms, could affect the timing and level of internally generated funds in the future. In the following section, Entergy's cash flow activity for the previous three years is discussed.

    Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2004,2007, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $394.9$396.4 million and $68.5$121.6 million, respectively. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. All debt and common and preferred stockequity issuances by the domestic utility companies and System EnergyRegistrant Subsidiaries require prior regulatory approval and their preferred stockequity and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. The domestic utility companies and System EnergyRegistrant Subsidiaries have sufficient capacity under these tests to meet foreseeable capital needs.

    The FERC has jurisdiction over authorizing securities issuances by the Utility operating companies and System Energy (except securities with maturities longer than one year issued by Entergy Arkansas and Entergy New Orleans, which are subject to the jurisdiction of the APSC and the City Council, respectively). No approvals are necessary for Entergy Corporation to issue securities. The FERC has issued orders (FERC Short-Term Orders) approving the short-term borrowingsborrowing limits of Entergy's subsidiariesthe Utility operating companies and System Energy through March 31, 2008 (except Entergy New Orleans, which is effective through May 4, 2009, and Entergy Gulf States Louisiana and Entergy Texas, which are effective through November 8, 2009). In January 2008, Entergy filed an application with the FERC to extend the authorization period for its current short-term borrowing limits and money pool borrowing arrangement until March 2010 (except for Entergy Gulf States Louisiana and Entergy Texas) . Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorization from the FERC, and Entergy Arkansas has obtained long-term financing authorization from the APSC. The long-term securities issuances of Entergy New Orleans are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2007.City Council, and it intends to file a request during 2008 for renewal of its authority. In addition to borrowingborrowings from commercial banks, Entergy's subsidiaries arethe FERC Short-Term Orders authorized under the SEC orderRegistrant Subsidiaries to borrow from Entergy'scontinue as participants in the Entergy System money pool. The money pool is an inter-companyintercompany borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external short-term borrowings combined may not exceed the SEC authorized limits. As of December 31, 2004,2007, Entergy's subsidiaries' aggregate money pool and

    24

    external short-term borrowings authorized limit was $1.6$2.1 billion, and the aggregate outstanding borrowing from the money pool was $151.6 million. There were$346.1 million, and Entergy's subsidiaries had no outstanding short-term borrowings outstanding from external sources. Under the SEC order and without further SEC authorization, the domestic utility companies and System Energy cannot issue new short-term indebtedness unless (a) Entergy Corporation and the issuer each maintain common equity of at least 30% of its capital and (b) with the exception of money pool borrowings, the debt security to be issued (if rated) and all outstanding securities of the issuer and Entergy Corporation that are rated must be rated investment grade. See Note 4 to the consolidated financial statements for further discussion of Entergy's short-term borrowing limits.

    The short and long-term securities issuances of Entergy Corporation also are limited to amounts authorized by the SEC. Under its current SEC order, and without further SEC authorization, Entergy Corporation cannot incur additional indebtedness or issue other securities unless (a) Entergy Corporation and each of its public utility subsidiaries maintain common equity ratios of at least 30% and (b) the security to be issued (if rated) and all outstanding securities of Entergy Corporation that are rated, are rated investment grade.

    The long-term securities issuances of Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and System Energy also are limited to amounts authorized by the SEC. Under the current SEC orders of Entergy Gulf States, Entergy Louisiana, and Entergy Mississippi, and without further SEC authorization, the issuer cannot incur additional indebtedness or issue other securities unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) the security to be issued (if rated) and all outstanding securities of the issuer (other than preferred stock of Entergy Gulf States), as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.

    Cash Flow Activity

    As shown in Entergy's Statements of Cash Flows, cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

      

    2004

     

    2003

     

    2002

      

    2007

     

    2006

     

    2005

      

    (In Millions)

      

    (In Millions)

                  

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

     

    $692 

     

    $1,335 

     

    $752 

    Cash and cash equivalents at beginning of period

     

    $1,016 

     

    $583 

     

    $620 

          

    Effect of reconsolidating Entergy New Orleans in 2007

    Effect of reconsolidating Entergy New Orleans in 2007

     

    17 

     

     

          

    Effect of deconsolidating Entergy New Orleans in 2005

    Effect of deconsolidating Entergy New Orleans in 2005

     

     

     

    (8)

                  

    Cash flow provided by (used in):

    Cash flow provided by (used in):

          

    Cash flow provided by (used in):

          

    Operating activities

     

    2,929 

     

    2,006 

     

    2,181 

    Operating activities

     

     2,560 

     

     3,448 

     

     1,468 

    Investing activities

     

    (1,140)

     

    (1,783)

     

    (1,388)

    Investing activities

     

    (2,098)

     

    (1,928)

     

    (1,992)

    Financing activities

     

    (1,672)

     

    (869)

     

    (213)

    Financing activities

     

    (222)

     

    (1,084)

     

    496 

    Effect of exchange rates on cash and cash equivalents

    Effect of exchange rates on cash and cash equivalents

     

    (1)

     

     

    Effect of exchange rates on cash and cash equivalents

     

     

    (3)

     

    (1)

    Net increase (decrease) in cash and cash equivalents

     

    116 

     

    (643)

     

    583 

    Net increase (decrease) in cash and cash equivalents

     

    240 

     

    433 

     

    (29)

                  

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

     

    $808 

     

    $692 

     

    $1,335 

    Cash and cash equivalents at end of period

     

    $1,273 

     

    $1,016 

     

    $583 

    Operating Cash Flow Activity

    2004

    2007 Compared to 20032006

    Entergy's cash flow provided by operating activities decreased by $888 million in 2007 compared to 2006. Following are cash flows from operating activities by segment:

    2006 Compared to 2005

    Entergy's cash flow provided by operating activities increased by $1,980 million in 20042006 compared to 2005 primarily due to the following:following activity:

    As discussed

    25

    Entergy Corporation received a change in$344 million income tax accounting method notification for their respective calculationsrefund (including $71 million attributable to Entergy New Orleans) as a result of cost of goods sold. The cash benefit from the method change was $74 million on a consolidated basis in 2004. This accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit. As of December 31, 2004, Entergy has a consolidated net operating loss (NOL) carryforward for tax purposes of $2.9 billion, principally resulting from the change in tax accounting method related to cost of goods sold. If the tax accounting method change is sustained, Entergy expects to fully utilize the NOL carryforward through 2006.

    2003 Compared to 2002

    Entergy's cash flow provided by operating activities decreased in 2003 primarily due to the following:

    Partially offsetting the decrease in cash flow in 2003 was an increase due to the parent company providing $209 million in operating cash flow in 2003 compared to using $439 million in 2002 primarily due to the payment that Entergy Corporation made to Entergy Louisiana in 2002 pursuant to the tax accounting election made by Entergy Louisiana.

    In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to its wholesale electric power contracts.  The most significant of these is the contract to purchase power from the Vidalia project (the contract is discussed in Note 8 to the consolidated financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $790 million through 2004, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timingcasualty loss portion of the reversal of this benefit depends on several variables, including the price of power. Approximately halfnet operating loss ten years to offset previously taxed income.  The Act also allows a five-year carry back of the consolidated cash flow benefitportion of the election occurred in 2001net operating loss attributable to Hurricane Katrina repairs expense and the remainder occurred in 2002.first year depreciation deductions, including 50% bonus depreciation, on Hurricane Katrina capital expenditures. In accordance with Entergy's intercompany tax allocation agreement, the cash flow benefit for Entergy Louisiana occurred in the fourth quarter of 2002.

    In a September 2002 settlement of an LPSC proceeding that concerned the Vidalia contract, the LPSC approved Entergy Louisiana's proposed treatment$273 million of the regulatory impact of the tax accounting election. In general, the settlement permits Entergy Louisiana to keep a portion of the tax benefit in exchange for bearing the risk associated with sustaining the tax treatment. The LPSC settlement divided the term of the Vidalia contract into two segments: 2002-2012 and 2013-2031. During the first eight years of the 2002-2012 segment, Entergy Louisiana agreed to credit rates by flowing through its fuel adjustment calculation $11 million each year, beginning monthly in October 2002. Entergy Louisiana must credit rates in this way and by this amount even if Entergy Louisiana is unable to sustain the tax deduction. Entergy Louisiana also must credit rates by $11 million each year for an additional two years unless either the tax accounting method elected is retroactively repealed or the Inter nal Revenue Service denies the entire deduction relatedrefund was distributed to the tax accounting method.Utility (including Entergy Louisiana agreedNew Orleans) in April 2006, with the remainder distributed primarily to credit ratepayers additional amounts unless the tax accounting election is not sustained if it is challenged. During 2013-2031, Entergy Louisiana and its ratepayers would share the remaining benefits of this tax accounting election.No n-Utility Nuclear.

    Investing Activities

    2004

    2007 Compared to 20032006

    Net cash used in investing activities increased by $170 million in 2007 compared to 2006. The following activity is notable in comparing 2007 to 2006:

    2006 Compared to 2005

    Net cash used in investing activities decreased slightly in 2004 primarily due2006 compared to 2005 and was affected by the following:following activity:

    2003 Compared to 2002

    Net cash used in investing activities increased in 2003 primarily due to the following:26

    Partially offsetting these uses of cash, approximately $172 million of the cash collateral for a letter of credit that secures the installment obligations owed to NYPA for the acquisition of the FitzPatrick and Indian Point 3 nuclear power plants was released to Entergy during 2003.

    Financing Activities

    2004

    2007 Compared to 20032006

    Net cash used in financing activities increaseddecreased by $862 million in 2004 primarily due2007 compared to the following:2006. The following activity is notable in comparing 2007 to 2006:

    Offsetting the factors that caused an increase in cash used in financing activities in 2004 were the following:

    20032006 Compared to 20022005

    Net cash used in financing activities increased in 2003 primarily due to the following:

    In addition to these initiatives, certain states and environmental advocacy groups are seeking action by the courts regarding CO2 emission regulation. In April 2007 the U.S. Supreme Court held that the EPA is authorized by the current provisions of the Clean Air Act to regulate emissions of CO2 and other "greenhouse gases" as "pollutants" (Massachusetts v. EPA) and that the EPA is required to regulate these emissions from motor vehicles if the emissions are anticipated to endanger public health or welfare. The Supreme Court directed the EPA to make further findings in this regard. The decision is expected to affect a similar case pending in the U.S. Court of Appeals for the D.C. Circuit (Coke Oven Environmental Task Force v. EPA) considering the same question under a similar Clean Air Act provision in the context of CO2 emissions from electric generating units. Although Entergy cannot predict how the D.C. Circuit or the EPA will react to the Supreme Court decision, one outcome could be a decision to regulate, under the Clean Air Act, emissions of CO2 and other "greenhouse gases" from motor vehicles or from power plants. Entergy participated as a friend of the court inMassachusetts v. EPA and has been granted the same status inCoke Oven. Entergy will continue to advocate in support of reasonable market-based regulation of CO2 as a pollutant under the Clean Air Act.

    206

    In anticipation of the potential imposition of CO2 emission limits on the electric industry in the future, Entergy has initiated actions designed to reduce its exposure to potential new governmental requirements related to CO2 emissions. These actions includeincluded establishment of a formal program to stabilize power plant CO2 emissions at year 2000 levels through 2005, and Entergy succeeded in actually reducing emissions below 2000 levels. Entergy has now established a formal program to stabilize power plant CO2 emissions at 20% below 2000 levels through 2010 and continues to support for national legislation that would increase planning certainty for electric utilities while addressing emissions in a responsible and flexible manner. By virtue of its proportionally large investment in lowlow- or non-emitting gas-fired and nuclear generation technologies, Entergy's overall CO2 emission "intensity," or rate of CO2 emitted per kilowatt-hourkilowatt-h our of electricity generated, is already among the lowest in the industry.To tal Total CO2 emissions representing the company'sEntergy's ownership share of power plants in the United States were approximately 53.2453.2 million tons in 2000, 49.5849.6 million tons in 2001, 44.2044.2 million tons in 2002, 36.7836.8 million tons in 2003, and 38.2838.3 million tons in 2004.2004, 35.6 million tons in 2005, 38.9 million tons in 2006, and 40.2 million tons in 2007. In 2006, Entergy changed its method of calculating emissions and now includes controllable purchases as well as its ownership share of generation, which accounts for the increase in 2006 and 2007 compared to trend for the prior years.

    Clean Water Act

    The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act or CWA)Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States. The CWAClean Water Act requires all discharges of pollutants to waters of the United States to be permitted.

    316(b) Cooling Water Intake Structures

    The EPA finalized new regulations in July 2004 governing the intake of water at large existing power plants that employ cooling water intake structures. The rule seeks to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states have challenged various aspects of the rule. This challenge currently is lodged inIn January 2007, the United States Court of Appeals for the Second Circuit remanded the rule to the EPA for reconsideration. The court instructed the EPA to reconsider several aspects of the rule that were beneficial to the regulated community after finding that these provisions of the rule were contrary to the language of the Clean Water Act or were not sufficiently explained in New York City afterthe rule. In July 2007, the EPA suspended its rules for cooli ng water intake structures at existing power plants except for provisions for developing "best professional judgment" controls for cooling water intake structures on a motioncase by case basis. The EPA may now reissue a rule similar in structure to transfer from the Ninth Circuit in San Francisco was granted in December 2004.rule remanded by the court but with additional content designed to meet the court's concerns, or the EPA may issue a rule with a substantially different structure and effect. Until the EPA issues guidance to the regulated community on what actions should be taken to comply with the Clean Water Act until a new rule is promulgated, and until the form and substance of the new rule itself is determined, it is impossible to gauge the effect of the court's decision on Entergy's business. Entergy and other parties have petitioned for a writ of certiorari with the United States Supreme Court for review of the decision, and the writ of certiorari request is still pending.

    Entergy's non-utility nuclear generationNon-Utility Nuclear business is currently in various stages of the data evaluation and discharge permitting process for its generation facilities. Indian Point is involved in an administrative permitting process with the New York environmental authority for renewal of the Indian Point 2 and 3 discharge permits. In November 2003, the New York State Department of Environmental Conservation (NYDEC) issued a draft permit indicating that closed cycle cooling would be considered the "best technology available" for minimizing perceived adverse environmental impacts attributable to the intake and discharge of cooling water at Indian Point 2 and 3. The draft permit would require Entergy to take certain steps to assess the feasibility of retrofitting the site to install cooling towers before re-licensingbecause Entergy has announced its intent to apply for NRC license renewal at Indian Point 2 and 3, whose current licenses with the NRC expire in 2013 and 2015.3. The draft permit could also require, upon its becoming effective, the facilities to take a nan annual 42 unit-day outage (coordinated with the existing refueling outage schedule) and provide a payment into a NYDEC account until the start of cooling tower

    207

    construction. Entergy is participating in the administrative process in order to have the draft permit modified prior to final issuance and opposes any requirement to install cooling towers or to begin annual outages at Indian Point 2 and 3. Accordingly, Entergy also has filed a separate action in New York state court seeking a determinationnotified the NYDEC that the state cooling water intake structure regulation underpinning the NYDEC's draft permit forcost of retrofitting Indian Point 2 and 3 was improperly promulgatedwith cooling towers likely would cost, in 2003 dollars, at least $740 million in capital costs and is thus void. The New York trial court dismissed Entergy's claim,an additional $630 million in lost generation during construction. Due to fluctuations in power pricing and Entergybecause a retrofitting of this size and complexity has appealed to the New York Court of Appeals. Pilgrim received approval from EPA allowing the full 3 1/2-year schedule for compliance demonstration as is outlinednever been undertaken, significant uncertainties exist in the new rule and will also pursue appropriate supplementation of the existing record regarding perceived impacts, options and costs.these estimates. Entergy's other Non-Utility Nuclear gener ationgeneration facilities are in the process of reviewing data, considering implementation options, and providing information required by the remanded rule to the EPA and the affected states. Deadlines for determining compliance with the rule and for any required capital or operational expenditures are un known at this time due to the remand of the rule to the EPA.

    Entergy's Utility business generation facilities are likewise in the process of reviewing data, considering implementation options, and providing information required by the current rule to the EPA and the affected states, and requestingstates. Entergy will continue to monitor the 3 1/2-year submission schedule allowed by the rule, where necessary.

    Oil Pollution Prevention Regulation

    The EPA published a revised Oil Pollution Prevention rule in July 2002. The rule affects Entergy's operationactivities of its approximately 3,500 transmission and distribution electrical equipment installations that are potentially subject to the rule. While the published rule provides a great deal of flexibility to the regulated community insofar as allowable strategies, it also provided the EPA with a great dealand the states toward the implementation of discretion in evaluationsection 316(b) of a facility's compliance with the rule. In September 2004, EPA solicited comments on alternative management strategies for oil-filled electrical equipment that were proposed by the Utility Solid Waste Activities Group and Entergy. Entergy is currentlyClean Water Act in the final stages of revising existing Integrated Response Plans and Spill Prevention, Control and Countermeasures Plans to meet the requirementswake of the remand of the current rule and does not expect significant compliance costs.will respond accordingly.

    Comprehensive Environmental Response, Compensation, and Liability Act of 1980

    The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA and, indirectly, the states, to mandate clean-up by or to collect reimbursement of clean-up costs byfrom owners or operators of sites from which hazardous substances may be or have been released. Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA. CERCLA has been interpreted to impose strict, joint, and several liability on responsible parties. The domestic utility companiesEntergy's Utility and Non-Utility Nuclear businesses have sent waste materials to various disposal sites over the years. In addition, environmental laws now regulate certain of the companies'Entergy's operating procedures and maintenance practices whichthat historically were not subject to regulation. Some disposal sites used by Entergy have been the subject of governmental action under CERCLA, resulting in site clean-up activities. The domestic utility companiesEntergy's Utility and Non-Utility Nuclea r businesses have parti cipatedparticipated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs. The affected Entergy companies have established reserves for such environmental clean-up and restoration activities. Details of materialsignificant CERCLA liabilities are discussed for each operating company in the "Other Environmental Matters" section below.

    Groundwater at Certain Nuclear Sites

    As part of licensing conditions, the NRC requires nuclear power plants to regularly monitor and report the presence of certain radioactive material in the environment. Entergy joined other nuclear owners and the Nuclear Energy Institute in 2006 to develop a groundwater initiative monitoring program. This initiative began after detection of radioactive material, primarily tritium, in groundwater at several plants in the United States, including Entergy's Indian Point Energy Center. In addition to tritium, other radionuclides, such as strontium, have been detected in onsite groundwater at Indian Point. Lower levels of tritium have also been found at the Pilgrim and Palisades plants, and those sites are currently in the investigatory phase to address these findings.

    As part of the groundwater monitoring initiative program, at its nuclear sites Entergy has: (1) reviewed plant groundwater characteristics (hydrology) and historical records of previous events onsite that may have potentially impacted groundwater; (2) implemented fleet procedures to manage events that could potentially impact groundwater; and (3) installed groundwater monitoring wells and begun periodic sampling. This program also includes protocols for voluntarily notifying federal, state and local officials if contamination is found in groundwater, and for actively addressing contamination to the extent required.

    Entergy, in cooperation with regulators and interested parties, has completed a comprehensive site characterization and groundwater investigation at Indian Point, including finding that the conditions at the site ultimately migrate and discharge to the Hudson River. The investigation concluded that there is no indication of adverse environmental or health risk. Remedial actions are underway and Entergy expects them to be completed in 2008. In October 2007, the EPA announced that it was consulting with the NRC andthe New York State Department of Environmental Conservation (NYDEC) regarding Indian Point. The EPA stated that after reviewing data itconfirmed with NYDEC that there have been no violations of federal standards for radionuclides in drinking water supplies.

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    Other Environmental Matters

    Entergy Gulf States Louisiana and Entergy Texas

    Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Gulf States, Inc. and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Gulf States'States, Inc.'s premises (see "Litigation" below).

    Entergy Gulf States Louisiana is currently involved in a remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana. A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931. Coal tar, a by-product of the distillation process employed at MGPs, was apparently routed to a portion of the property for disposal. The same area has also been used as a landfill. In 1999, Entergy Gulf States, Inc. signed a second Administrative Consent Order with the EPA to perform removal action at the site. In 2002, approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center. In 2003, a cap was constructed over the remedial area to prevent the migration of contamination to the surface. In August 2005, an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site. The groundwater monitoring study c ommenced in January 2006, and is continuing on a quarterly basis. Entergy Gulf States anticipates commencement of a ten-year groundwater monitoring study upon issuance of a negotiated order by the EPA, which is expected to issue the order in early 2 005.Louisiana and Entergy Gulf States believesTexas each believe that its ultimate responsibility for this site will not materially exceed itsthe existing clean-up provisionprovisions of $1.5 million.$0.6 million for Entergy Gulf States Louisiana and $0.5 million for Entergy Texas.

    In 1994, Entergy Gulf States, Inc. performed a site assessment in conjunction with a construction project at the Louisiana Station Generating Plant (Louisiana Station). In 1995, a further assessment confirmed subsurface soil and groundwater impact to three areas on the plant site. After validation, a notification was made to the LDEQ and a phased process was executed to remediate each area of concern. The final phase of groundwater clean-up and monitoring at Louisiana Station is expected to continue through 2005.2009. The remediation cost incurred through December 31, 20042007 for this site was $6.7$6.8 million. Future costs are not expected to exceed theEntergy Gulf States Louisiana's existing provision of $0.8$0.7 million.

    The Texas Commission on Environmental Quality (TCEQ) notified Entergy Gulf States, Inc. that the TCEQ believed that Entergy Gulf States, Inc. is one of many potentially responsible parties (PRP) concerning contamination existing at the Spector Salvage Yard Proposed state superfund site in Orange County, Texas. The TCEQ conducted a removal action consisting of the excavation and offsite disposal of contaminated surface soil. The TCEQ sent a request for information to the PRPs and also requested that the PRPs submit a good faith offer covering the cost of the removal action and proposed remedial action (groundwater monitoring plan) by July 30, 2007. Entergy Gulf States, Inc. had no internal documents indicating that it sold, generated, transported, or disposed of hazardous substances or sent any material for reclamation to this site and therefore neither Entergy Texas nor Entergy Gulf States Louisiana is prepared to make a good faith offer at this time. Entergy believes that its ulti mate responsibility for this site will not materially exceed Entergy Texas' existing clean-up provision of $250,000.

    Entergy Louisiana and Entergy New Orleans

    Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Louisiana and Entergy New Orleans and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Louisiana's and Entergy New Orleans' premises (see "Litigation" below).

    The

    Entergy Louisiana is conducting soil remediation operations at the former site of its Southern Transformer Shop, located in NewAlgiers, Orleans served bothParish. The excavation and removal of impacted soils began in October 2007 and should be completed in February 2008. Approximately 8,000 tons of soil have been removed from the site to date. A thorough site assessment and risk evaluation was performed at the property utilizing Louisiana's Risk Evaluation and Corrective Action Program (RECAP). The RECAP report and corrective action plan were submitted

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    to the LDEQ in January 2007 and approved in June 2007. Entergy Louisiana and Entergy New Orleans. This transformer shop is now closed andmanaging this soil and groundwater assessment activities have resumed sinceremediation under the demolition of the onsite buildings and structures was completed in early 2004. Entergy has entered into theLDEQ Voluntary Remediation Program withProgram. The property will be returned to the landowner when LDEQ and submittedhas issued a Site Investigation Workplan.Certificate of Completion for the site, anticipated to occur by May 2008. A liabilityprovision of approximately $350,000$0.75 million has been established for environmental assessment and remediation costs with estimated completion byat the end of 2005.site.

    During 1993, the LDEQ issued new rules for solid waste regulation, including regulation of wastewater impoundments. Entergy Louisiana and Entergy New Orleans havehas determined that certainsome of theirits power plant wastewater impoundments were affected by these regulations and chose to remediate andmay require remediation, repair, or close them.closure. Completion of this work is dependent on pending LDEQ approval. LDEQ has issued noticesapproval of deficiencies for certain of these sites.submitted solid waste permit applications. As a result, a recorded liabilitiesliability in the amountsamount of $5.8$2.1 million for Entergy Louisiana and $0.5 million for Entergy New Orleans existed at December 31, 20042007 for anticipated wastewater remediation and repairs and closures. Management ofbelieves this reserve to be adequate based on current estimates.

    Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans believes these reserves are adequate based on current estimates.

    Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana

    The Texas Commission on Environmental Quality (Commission)TCEQ notified Entergy Arkansas, Entergy Gulf States, Inc., Entergy Louisiana, and Entergy Louisiana in September through November 2003New Orleans that the CommissionTCEQ believes those entities are potentially responsible parties (PRPs)PRPs concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas. The facility operated as a transformer repair and scrapping facility from the 1930s until 2003. Both soil and groundwater contamination exists at the site. Entergy Gulf States, Inc. and Entergy Louisiana sent transformers to this facility during the 1980s. There has been no indication that Entergy Arkansas ever used this facility. Entergy Gulf States, Inc., Entergy Louisiana, and Entergy Arkansas have responded to an information request from the CommissionTCEQ and will continue to cooperate in this investigation. It is likely thatEntergy New Orleans provided requested information concerning its former status in bankruptcy. Entergy Gulf States, Inc. and Entergy Louisiana will be requiredjoined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs.  Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy Texas have agreed to contribute to the remediation of contaminated gr oundwatersoil and groundwater at the site butin a measure proportionate to those companies' involvement at the site, while Entergy Arkansas and Entergy New Orleans likely will pay de minimis amounts.  Current estimates, although preliminary and variable depending on the level of third-party cost contributions, indicate that Entergy's total share of remediation costs likely will be less than those$1 million. The TCEQ approved an Agreed Administrative Order on September 20, 2006 that will allow the implementation of othera Remedial Investigation/Feasibility Study at the SESCO customers that continuedsite; with the ultimate disposition being a remedial action to useremove contaminants of concern. TCEQ approved the site longRemedial Investigation Work Plan in May 2007 and field sampling began in July 2007.

    Entergy Louisiana

    Transmission and distribution storm teams entered wetland areas of Lafourche Parish to restore Entergy Louisiana's Barataria-Golden Meadow line shortly after 1990, and the list of PRPs who likely will share in the cost is long. Based on current information, the estimate of Entergy'sHurricane Katrina.  A portion of this line crosses property owned by Lafourche Realty.  The realty company has requested that Entergy Louisiana conduct an extensive wetland mitigation program over a ten-acre area and has filed suit against Entergy Louisiana and certain other Entergy subsidiaries concerning the liabilityextent of the mitigation.  Entergy Louisiana believes that the marsh area affected by its activities is $0.6 million.

    Entergy New Orleans

    In March 2004, agentsless than 2 acres and that restoration can be conducted to the satisfaction of the United States FishCorps of Engineers and Wildlife Service conducted an inspectionthe State of Louisiana for less than $1 million.  Entergy Louisiana will meet with the Corps and the State of Louisiana to determine the extent of mitigation required by the Clean Water Act and parallel state law.

    Entergy Mississippi, Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans' Michoud power plantOrleans

    EPA has notified Entergy Mississippi, Entergy Gulf States, Inc. and found a number of dead brown pelicans near the facility's water intake structure and fish-return trough. Brown pelicans are an endangered species in Louisiana. The United States Attorney's Office for the Eastern District of Louisiana (Attorney's Office) issued a grand jury subpoena to an Entergy New Orleans employee in May 2004that the EPA believes those entities are PRPs concerning contamination of an area known as "Devil's Swamp Lake" near the Port of Baton Rouge, Louisiana.  The area allegedly was contaminated by the operations of Rollins Environmental (LA), Inc, which operated a disposal facility to give evidence regardingwhich many companies contributed waste.  Documents provided by the cause of death of the pelicans. The Attorney's Office then agreedEPA indicate that Entergy Louisiana may also be a PRP.  Entergy continues to meet with Entergy New Orleans rather than requiring the employee to testify. As a result of that meeting, Entergy New Orleans conducted an internal investigation of the matter and submitted a report to the Attorney's Office in August 2004. Entergy New Orleans also constructed an engineered walkway and cover over the intake structure and feeding trough to eliminate pelican access to the area. Entergy New Orleans continues neg otiations with the Attorney's Office regarding final resolution ofmonitor this matter.developing situation.

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    Litigation

    CertainEntergy uses legal and appropriate means to contest litigation threatened or filed against it, but certain states in which Entergy operates have proven to be unusually litigious environments. Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but theThe litigation environment in these states poses a significant business risk.risk to Entergy.

    Ratepayer Lawsuits (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans)

    Entergy New Orleans Fuel Adjustment Clause LawsuitLitigation

    In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel or energy from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. PlaintiffsPlaintif fs also se ekseek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and the FERC. In March 2004, the plaintiffs supplemented and amended their petition. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims. The suit in state court has beenwas stayed by stipulation of the parties and order of the court pending areview of the decision by the City Council in the proceeding discussed in the next paragraph. Subsequent to Entergy New Orleans' filing of a bankruptcy petition in September 2005 in the Eastern District of Louisiana, Entergy New Orleans filed a notice removing the class action lawsuit from the Civil District Court to the U.S. District Court for the Eastern District of Louisiana. 

    Plaintiffs also filed thisa corresponding complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation tha tthat Entergy New Orleans' actions or inactions, either alone or in concert with Entergy Corporation or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs have appealed the City Council resolution to the state courts. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. The court of appeal held an oral argument in September 2006.  On February 25, 2008, the Fourth Circuit Court of Appeal issued a decision affirming in part, and reversing in part, the Civil District Court's decision.  Although the Fourth Circuit Court of Appeal did not reverse any of the substantive findings and conclusions of the City Council or the Civil District Court, the Fourth Circuit found that the amount of damages awarded was arbitrary and capricious and increased the amount of damages to $34.3 million.  Entergy New Orleans believes that the increase in damages ordered by the Fourth Circuit is not justified. Entergy New Orleans is continuing to review and evaluate this decision and is considering its options for requesting rehearing, a writ application to or other review by the Louisiana Supreme Court, recourse to the federal courts, and other potential avenues for relief.

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    In the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans fuel clause lawsuit, together with the named plaintiffs in the Entergy New Orleans rate of return lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and, as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans fuel adjustment clause lawsuit and the Entergy New Orleans rate of return lawsuit, and, alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in state court.  The bankruptcy court dismissed the action on April 26, 2006. The matter was appealed to the U.S. District Court for the Eastern District of Louisiana, and the district court affirmed the dismissal in October 2006, but on different grounds, concluding that the lawsuit was premature. In Entergy New Orle ans' plan of reorganization that was confirmed by the bankruptcy court in Orleans Parish. Oral argumentMay 2007, the plaintiffs' claims are treated as unimpaired "Litigation Claims," which will "ride through" the bankruptcy proceeding, with any legal, equitable and contractual rights to which the plaintiffs' Litigation Claim entitles the plaintiffs unaltered by the plan of reorganization.

    Upon confirmation in May 2007 of Entergy New Orleans' plan of reorganization, the automatic bankruptcy stay of the state court class action lawsuit was lifted. The stay ordered by the state court that was agreed upon by the parties (pending completion of the review of the decision by the City Council), however, remains in place. In September 2007 the plaintiffs moved to lift or modify that stay so that the lawsuit could proceed in full or, alternatively, could proceed against the defendants other than Entergy New Orleans. The defendants opposed the motion, arguing that exhaustion of review of the City Council decision is required before the class action lawsuit could or should proceed. At the hearing on the plaintiffs' appeal was conducted inmotion to lift or modify the stay, the court inquired as to whether it retained jurisdiction over the matter after confirmation of Entergy New Orleans' bankruptcy plan or whether it should equitably remand the case to Civil District Court. The court ordered the part ies to brief this issue, which would be decided together with the plaintiffs' motion to lift or modify the stay. On February 2005.13, 2008, the federal court held that it would exercise its discretion to equitably remand the matter to the Civil District Court. It did not rule on the motion to lift or modify the stay and deferred such ruling to the state court.

    Entergy New Orleans Rate of Return Lawsuit

    In April 1998, a group of residential and business ratepayers filed a complaint against Entergy New Orleans in state court in Orleans Parish purportedly on behalf of all ratepayers in New Orleans. The plaintiffs allege that Entergy New Orleans overcharged ratepayers by at least $300 million since 1975 in violation of limits on Entergy New Orleans' rate of return that the plaintiffs allege were established by ordinances passed by the City Council in 1922. The plaintiffs seek, among other things, (i) a declaratory judgment that such franchise ordinances have been violated; and (ii) a remand to the City Council for the establishment of the amount of overcharges plus interest. Entergy New Orleans believes the lawsuit is without merit. Entergy New Orleans has charged only those rates authorized by the City Council in accordance with applicable law. In May 2000, a court of appeal granted Entergy New Orleans' exception to jurisdiction in the case and dismissed the proceeding. The LouisianaLouisi ana Supreme Cou rtCourt denied the plaintiff'splaintiffs' request for a writ of certiorari.

    The plaintiffs then commenced a similar proceeding before the City Council. The plaintiffs and the advisors for the Council each filed their first round of testimony in January 2002. In their testimony, the plaintiffs allege that Entergy New Orleans earned in excess of the legally authorized rate of return during the period 1979 to 2000 and that Entergy New Orleans should be required to refund between $240 million and $825 million to its ratepayers. In the testimony submitted by the Council advisors, the advisors allege that Entergy New Orleans has not earned in excess of its authorized rate of return for the period at issue and that no refund is therefore warranted. A hearing scheduled in June 2002 was canceled.

    In December 2003, the Council Advisorsadvisors filed a motion in the City Council proceedings to bifurcate the hearing in this matter, such that the effect of the provision of the 1922 Ordinance in setting lawful rates would be considered first. Only if it is determined that this provision establishes a limitation would the remaining issues be reached. The motion to bifurcate was granted by the City Council in April 2004, and a hearing on the first part of the bifurcated proceeding is currently scheduled to beginwas completed in June 2005. After the submission of briefs and oral argument in April 2006, the City Council dismissed with prejudice the plaintiffs' claims on multiple grounds. In May 2006, the plaintiffs appealed the City Council's decision, and the plaintiffs' appeal is currently pending in Civil District Court for the Parish of Orleans. Entergy New Orleans also appealed, separately, certain

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    evidentiary rulings included in the City Council's decision. These matters have been consolidated and a briefing schedule has been established. Oral argument on these appeals is scheduled to take place before the Civil District Court on August 27, 2008.

    Additionally, in the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans rate of return lawsuit, together with the named plaintiffs in the Entergy New Orleans fuel adjustment clause lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and, as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans rate of return lawsuit and the Entergy New Orleans fuel clause lawsuit, and, alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in state court.  The bankruptcy court dismissed the action on April 26, 2006. The matter was appealed to the U.S. District Court for the Eastern District of Louisiana, and the district court affirmed the dismissal in October 2006, but on different grounds, concluding that the lawsuit was premature. In Enterg y New Orleans' plan of reorganization that was confirmed by the bankruptcy court in May 2007, the plaintiffs' claims are treated as unimpaired "Litigation Claims," which will "ride through" the bankruptcy proceeding, with any legal, equitable and contractual rights to which the plaintiffs' Litigation Claim entitles the plaintiffs unaltered by the plan of reorganization.

    Texas Power Price Lawsuit

    In August 2003, a lawsuit was filed in the district court of Chambers County, Texas by Texas residents on behalf of a purported class apparently of the Texas retail customers of Entergy Gulf States, Inc. who were billed and paid for electric power from January 1, 1994 to the present. The named defendants areinclude Entergy Corporation, Entergy Services, Entergy Power, Entergy Power Marketing Corp., Arkansas Electric Cooperative Corporation and Entergy Arkansas. Entergy Gulf States, isInc. was not a named defendant, but is alleged to be a co-conspirator. The court has granted the request of Entergy Gulf States, Inc. to intervene in the lawsuit to protect its interests.

    Plaintiffs allege that the defendants implemented a "price gouging accounting scheme" to sell to plaintiffs and similarly situated utility customers higher priced power generated by the defendants while rejecting and/or reselling to off-system utilities less expensive power offered and/or purchased from off-system suppliers and/or generated by the Entergy system. In particular, plaintiffs allege that the defendants manipulated and continue to manipulate the dispatch of generation so that power is purchased from affiliated expensive resources instead of buying cheaper off-system power.

    Plaintiffs estimate that customers in Texas were charged at least $57 million above prevailing market prices for power. Plaintiffs seek actual, consequential and exemplary damages, costs and attorneys' fees, and disgorgement of profits. In September 2003, the Entergy defendants removed the lawsuit to the federal court in Galveston, and in October 2003, filed a pleading seeking dismissal of the plaintiffs' claims. In October 2003, the plaintiffs filed a motion to remand the case to state court. In January 2004, the federal court determined that it did not have jurisdiction over the subject matter of the lawsuit, and remanded the case to the state district court in Chambers County. In November 2004, the state district court dismissed the case based on a lack of jurisdiction. The plaintiffs have initiated appellate proceedingsappealed the dismissal.

    In March 2006 the Corpus Christi Court of Appeals determined that neither the FERC nor the PUCT had exclusive jurisdiction over the plaintiffs' claims and, on this basis, reversed the district court's dismissal order and remanded the case for further proceedings. The court of appeals also affirmed the district court's decision allowing Entergy Gulf States, Inc. to intervene in the Court of Appeals.

    case. Entergy Louisiana Formula Ratemaking Plan Lawsuit

    In May 1998, a group of ratepayers filed a complaint againstpetition for review with the Texas Supreme Court. The Texas Supreme Court denied the petition for review in February 2007, and in August 2007 denied Entergy's request for rehearing. Entergy Louisianafiled a petition for a writ of certiorari with the United States Supreme Court for review of the decision, and the LPSCwrit of certiorari request was denied in state court in East Baton Rouge Parish purportedly on behalf of all Entergy Louisiana ratepayers.February 2008. The plaintiffs allege that the formula ratemaking plan authorized by the LPSC has allowed Entergy Louisiana to earn amounts in excess of a fair return. The plaintiffs seek, among other things, (i) a declaratory judgment that the formula ratemaking plancase is an improper ratemaking practice; and (ii) a refund of the amounts allegedly charged in excess of proper ratemaking practices. This case has not been active, and abandonment issues are being evaluated. At this time, management cannot determine the amount of damages being sought.

    Murphy Oil Lawsuit (Entergy Corporation and Entergy Louisiana)

    Residents located near the Murphy Oil Refinery in Meraux, Louisiana filed several lawsuits in state court in St. Bernard Parish, Louisiana against Murphy Oil, Entergy Louisiana, and others for injuries they allegedly suffered as a result of an explosion at the refinery in June 1995. The lawsuits were consolidated and a class of plaintiffs was certified. Plaintiffs alleged, among other things, that an electrical fault at an Entergy Louisiana substation contributed to causing the explosion. Murphy Oil filed a cross-claim against Entergy Louisiana based on the same allegation, in which Murphy Oil seeks recovery of any damages it has paid to the plaintiffs. Claiborne P. Deming, who became a director of Entergy Corporation in 2002, is the President and Chief Executive Officer of Murphy Oil.

    Murphy Oil and other defendants settled with the plaintiffs for $8.8 million, but Entergy Louisiana did not participatenow pending again in the settlement. After trial for the remaining parties in the proceeding, the judge issued a decision finding Entergy Louisiana 40% responsible and awarding monetary damages, which total approximately $11 million with interest against Entergy Louisiana. Entergy Louisiana appealed the judgment to the Court of Appeals. Entergy Louisiana has insurance in place for claims of this type, and management does not expect a material adverse financial effect from this decision.state district court.

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    Fiber Optic Cable Litigation (Entergy Corporation Entergy Gulf States, and Entergy Louisiana and Entergy Mississippi)Louisiana)

    In 1998, a group of property owners filed a class action suit against Entergy Corporation, Entergy Gulf States, Entergy Services and Entergy Technology Holding Company in state court in Jefferson County, Texas purportedly on behalf of all property owners in each of the states throughout the Entergy service area who have conveyed easements to the defendants. The lawsuit alleged that Entergy installed fiber optic cable across their property without obtaining appropriate easements. The plaintiffs sought actual damages for the use of the land and a share of the profits made through use of the fiber optic cables and punitive damages. The state court petition was voluntarily dismissed, and the plaintiffs commenced a class action suit with the same claims in the United States District Court in Beaumont, Texas. Both sides have filed motions for summary judgment, which were heard by the court in late 2001. In 2003, the district judge ruled that as a matter of law, all of the Texas easements pe rmit Entergy to utilize the fiber for their own communications. Further, the court ruled that approximately two-thirds of the Texas easements allow Entergy to use the fiber for external or third party communications. Entergy believes that any damages suffered by the remaining one-third plaintiff landowners are negligible and that there is no basis for the claim seeking a share of profits. In April 2004, the trial court entered an order denying the plaintiffs' request that this case be certified as a class. The plaintiffs have appealed this ruling to the United States Court of Appeals for the Fifth Circuit. At this time, management cannot determine the specific amount of damages being sought.

    Several property owners have filed a class action suit against Entergy Louisiana, Entergy Services, ETHC, and Entergy Technology Company in state court in St. James Parish, Louisiana purportedly on behalf of all property owners in Louisiana who have conveyed easements to the defendants. The lawsuit alleges that Entergy installed fiber optic cable across theirthe plaintiffs' property without obtaining appropriate easements. The plaintiffs seek actual damages forequal to the usefair market value of the land andsurplus fiber optic cable capacity, including a share of the profits made through use of the fiber optic cables, and punitive damages. Entergy removed the case to federal court in New Orleans; however, the District Courtdistrict court remanded the case back to state court. While Entergy appealed this ruling, recently the United States Court of Appeals for the Fifth Circuit denied this appeal.  In December 2003, the trial court held a hearing to determine if a class should be certified. On February 18, 2004, the trialstate court entered an order certifying this matter as a c lass. Entergy has appealedclass action. Entergy's appeals of this ruling to the Louisiana Fifth Circuit Court of Appeals, and oral arguments have been held.were denied. At this time, management cannot determine the specific amount of damages being sought.

    Several property owners have filed separate lawsuits against Entergy Corporation, Entergy Mississippi, Entergy Services, ETHC, and ETC in state court in various counties in Mississippi alleging that Entergy Mississippi installed fiber optic cable across their properties without obtaining appropriate easements. The plaintiffs seek actual damages for the use of the land, a share of the profits made through use of the fiber optic cables, and at least $20 million in punitive damages in one case, and an unspecified amount of punitive damages in the other cases.

    Asbestos and Hazardous Waste SuitsMaterial Litigation (Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Inc., Entergy Louisiana, Entergy New Orleans, and Entergy Mississippi as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Currently,Presently, there are approximately 480600 lawsuits involving approximately 10,000 claims. Reserves8,000 claimants. Management believes that adequate provisions have been established that should be adequate to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement, while new coverage is being secured to minimize anticipated future potential exposures.reimbursements. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to the companies' financial position or results of operation.operation of these companies.

    Employment Litigationand Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees. Generally, the amount of damages being sought is not specified in these proceedings. These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board; claims of retaliation; and claims for or regarding benefits under various Entergy Corporation sponsored plans. Entergy and the domestic utility companiesRegistrant Subsidiaries are defendants in numerous lawsuits that have been filed by former employees alleging that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, and/or other protected characteristics. Entergy Corporation and the domestic utility companies are vigorously defendingresponding to these suits and proceedings and deny any liability to the plaintiffs. However, no assurance can be given as to the outcome of these cases, and at this time management cannot estimate the total amount of damages sought.claimants.

    Included in the employment litigation are two cases filed in state court in Claiborne County, Mississippi in December 2002. The two cases were filed by former employees of Entergy Operations who were based at Grand Gulf. Entergy Operations and Entergy employees are named as defendants. The cases make employment-related claims, and seek in total $53 million in alleged actual damages and $168 million in punitive damages. Entergy subsequently removed both proceedings to the federal district in Jackson, Mississippi. Entergy cannot predict the ultimate outcome of this proceeding.

    Research Spending

    Entergy is a member of the Electric Power Research Institute (EPRI). EPRI conducts a broad range of research in major technical fields related to the electric utility industry. Entergy participates in various EPRI projects based on Entergy's needs and available resources. The domestic utility companies contributed $1.6 million in 2004, $1.5 million in 2003, and $2.1 million in 2002 to EPRI. The Non-Utility Nuclear business contributed $3.2 million in 2004 and $3 million in both 2003 and 2002 to EPRI.214

    Employees

    Employees are an integral part of Entergy's commitment to serving its customers. As of December 31, 2004,2007, Entergy employed 14,42514,322 people.

    U.S. Utility:

      Entergy Arkansas

    1,4941,517

      Entergy Gulf States Louisiana

    1,641856

      Entergy Louisiana

    943965

      Entergy Mississippi

    793802

      Entergy New Orleans

    403366

      Entergy Texas

    745

      System Energy

    -

      Entergy Operations

    2,7352,429

      Entergy Services

    2,7042,892

    Entergy Nuclear Operations

    3,2453,549

    Other subsidiaries

    27764

         Total Full-time

    14,23514,185

    Part-time

    190137

         Total Entergy

    14,42514,322

    Approximately 4,9005,000 employees are represented by the International Brotherhood of Electrical Workers Union, the Utility Workers Union of America, and the International Brotherhood of Teamsters Union.Union, and the United Government Security Officers of America.

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    RISK FACTORS

    Investors should review carefully the following risk factors and the other information in this Form 10-K. The risks that Entergy faces are not limited to those in this section.There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect Entergy's financial condition, results of operations and liquidity. See "FORWARD-LOOKING INFORMATION."

    Utility

    Entergy's Utility business segment faces these risks and those described under "General Business" below.

    Regulatory Risks

    (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The terms and conditions of service, including electric and gas rates, of the Utility operating companies and System Energy are determined through regulatory approval proceedings that are lengthy and subject to appeal that could result in delays in effecting rate changes and uncertainty as to ultimate results.

    The rates that the Utility operating companies and System Energy charge reflect their capital expenditures, operations and maintenance charges, allowed rates of return, financing costs, and related costs of service. These rates significantly influence the financial condition, results of operations, and liquidity of Entergy and each of the Utility operating companies and System Energy. These rates are determined in regulatory proceedings and are subject to periodic regulatory review and adjustment.

    In addition, regulators can initiate proceedings to investigate the prudence of costs in the Utility operating companies' base rates and examine, among other things, the prudence of the companies' operation and maintenance practices, level of expenditures (including storm costs), allowed rates of return and appropriate rate base, proposed resource acquisitions and previously incurred capital expenditures.  The regulators can disallow costs found not to have been prudently incurred, creating some risk to the ultimate recovery of those costs. Regulatory proceedings relating to rates and other matters typically involve multiple parties seeking to limit or reduce rates. The proceedings generally have long timelines and may or may not be limited by statute, which could cause the Utility operating companies and System Energy to experience regulatory lag in recovering such costs through rates. Decisions are typically subject to appeal, potentially leading to additional uncert ainty associated with these approval proceedings. For information regarding rate case proceedings, reference is made to Note 2 to the financial statements.

    The Utility operating companies recover fuel and purchased power costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

    The Utility operating companies recover their fuel and purchased power costs from their customers through rate mechanisms subject to periodic regulatory review and adjustment. Because the regulatory bodies have authority to disallow incurred costs found not to have been prudently incurred, there exists some risk to the ultimate recovery of those costs. Regulators can initiate proceedings to investigate the continued usage or the adequacy and operation of the fuel and purchased power recovery clauses of the Utility operating companies and their fuel and purchased power procurement practices.

    The Utility operating companies' cash flows can be negatively affected by the time delays between when gas or power is purchased and the ultimate recovery from customers in rates. On occasion, when the level of incurred costs for fuel and purchased power rises very dramatically, some of the Utility operating companies may agree to defer recovery of a portion of that period's fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies. For further information regarding the regulatory proceedings for fuel and purchased power recovery, reference is made to the Note 2 to the financial statements.

     

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    As a result of a challenge by two retail regulatory bodies, the manner in which the Utility operating companies have traditionally shared the costs associated with coordinated planning, construction and operation of generating resources and bulk transmission facilities has been changed by the FERC, which will require adjustment of retail rates in the jurisdictions where the Utility operating companies provide service and has introduced additional uncertainty in the ratemaking process.

    The Utility operating companies historically have engaged in the coordinated planning, construction, and operation of generating resources and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. In 2005, the FERC issued a decision requiring changes to the cost allocation methodology used in that rate schedule. Beginning in June 2007, the first reallocation of payments (based on calendar year 2006 production costs) was made by Entergy Arkansas to certain of the Utility operating companies. Entergy's management believes that any changes in the allocation of production costs resulting from the FERC's decision and related retail proceedings should result in similar rate changes for retail customers, as, in fact, was the case in 2007. The timing of recovery of these costs in rates, however, could be the subject of additional regulatory and other proc eedings.

    In December 2005, Entergy Arkansas provided notice of its intent to terminate its participation in the System Agreement. In November 2007, Entergy Mississippi provided its notice to terminate its participation in the System Agreement. Each notice of termination is effective ninety-six (96) months from the date of notice or such earlier date as authorized by the FERC. Entergy cannot predict the timing or the form of any successor arrangement to the System Agreement, or the effect such a successor arrangement (or the absence thereof) will have on Entergy or the Utility operating companies.

    The LPSC, APSC, MPSC and the AEEC have appealed the FERC decision to the Court of Appeals for the D.C. Circuit. For information regarding these and other proceedings associated with the System Agreement, as well as additional information regarding the System Agreement itself, see "Significant Factors and Known Trends - Federal Regulation -System Agreement Proceedings" section of Management's Financial Discussion and Analysis for Entergy Corporation and each of the Registrant Subsidiaries.Although the outcome and timing of the FERC and these other proceedings and appeals cannot be predicted at this time, Entergy Corporation and the Utility operating subsidiaries do not believe that the ultimate resolution of these proceedings will have a material effect on their liquidity, financial condition or results of operations.

    The construction of, and capital improvements to, power generation facilities involve substantial risks.  Should construction or capital improvement efforts be unsuccessful, the financial conditions, results of operations or liquidity of Entergy and the Utility operating companies could be materially adversely affected.

    Entergy's and the Utility operating companies' ability to complete construction of power generation facilities in a timely manner and within budget is contingent upon many variables and subject to substantial risks.  If these projects are significantly delayed or become subject to cost overruns or cancellation, Entergy and the Utility operating companies could incur additional costs and termination payments, or face increased risk of potential write-off of the investment in the project. For further information regarding capital expenditure plans and other uses of capital in connection with the potential construction of additional generation supply sources within the Utility operating companies' service territory, see the "Capital Expenditure Plans and Other Uses of Capital" section of Management's Financial Discussion and Analysis for Entergy and each of the Registrant Subsidiaries.

    Changing Market Structure Risks

    (Entergy Corporation)

    Delays and uncertainty relating to the start of retail open access in Texas for Entergy Texas could have a material adverse effect on Entergy Texas' and Entergy Corporation's financial condition, results of operations and liquidity.

    The PUCT has delayed implementation of retail open access in Entergy Texas' service territory. In addition, the PUCT has not approved a base rate increase for Entergy Texas since 1991, although, pursuant to a statute enacted in June 2005, the PUCT approved rate riders allowing

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    Entergy Texas to collect reasonable and necessary costs of incremental resources to meet load requirements and to recover reasonable and necessary transition to competition costs previously incurred by Entergy Texas. The statute also provides (i) for Entergy Texas to file a transition to competition plan, which Entergy Texas filed on December 29, 2006, and (ii) for Entergy Texas' retail rates to be subject to cost-of-service regulation until retail customer choice is implemented in its service territory. The statute also provides that any change in base rates will not occur until mid-2008.

    Under the transition to competition plan filed by Entergy Texas with the PUCT, Entergy Texas proposed joining the Electric Reliability Council of Texas, or ERCOT, because ERCOT already has all of the prerequisites for retail choice. Entergy Texas' filing includes an estimate that construction costs for facilities to interconnect Entergy Texas' operations with ERCOT and implement retail open access could be approximately $1 billion. Under Entergy Texas' plan, retail open access could commence as early as 2013, although that is unlikely given recent PUCT decisions. For additional information regarding joining ERCOT,reference is made to the "Rate and Regulatory Matters -- Electric Industry Restructuring in Texas"section of Note 2 to the consolidated financial statements.

    Further extended delays and uncertainty with respect to the start of retail open access in Texas, particularly with respect to the PUCT's ultimate decision on the transition to competition plan filed on December 29, 2006, and the recovery of capital costs that may be incurred in connection with the implementation of the transition to competition plan, as well as the possibility of adverse decisions in proceedings currently pending, or which will be commenced in the future, at the PUCT (in each case whether related to the statute or otherwise), could have a material adverse effect on Entergy Texas' and Entergy Corporation's financial condition, results of operations, and liquidity. For additional information regarding Entergy Texas' transition to competition plan, reference is made to the "Retail Rate Proceedings - Filings with the PUCT and Texas Cities" section of Note 2 to the consolidated financial statements.

    (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    The effects of weather and the related impact on electricity and gas usage may adversely affect the Utility operating companies' results of operations.

    Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below moderate levels in the winter tend to increase winter heating electricity and gas demand and revenues. As a corollary, moderate temperatures tend to decrease usage of energy and resulting revenues. Seasonal pricing differentials, coupled with higher consumption levels, typically cause the Utility operating companies to report higher revenues in the third quarter of the fiscal year than in the other quarters. Extreme weather conditions or storms; however, may stress the Utility operating companies' generation facilities and transmission and distribution systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on their ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction. These extreme conditions could have a material adverse effect on the Utility op erating companies' financial condition, results of operations and liquidity.

    (Entergy Gulf States Louisiana and Entergy New Orleans)

    The effect of higher purchased gas cost charges to customers may adversely affect Entergy Gulf States Louisiana's and Entergy New Orleans' results of operations and cash flows.

    Gas rates charged to customers are comprised primarily of purchased gas cost charges, which provide no return or profit to Entergy Gulf States Louisiana or Entergy New Orleans, and distribution charges, which provide a return or profit to the utility. Distribution charges are affected by the amount of gas sold to customers. Purchased gas cost charges, which comprise most of a customer's bill and may be adjusted quarterly, represent gas commodity costs that Entergy Gulf States Louisiana or Entergy New Orleans recovers from their customers. Entergy Gulf States Louisiana's or Entergy New Orleans' cash flows can be affected by differences between the time period when gas is purchased and the time when ultimate recovery from customers is received. When purchased gas cost charges increase substantially reflecting higher gas procurement

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    costs incurred by Entergy Gulf States Louisiana or Entergy New Orleans customer usage may decrease, resulting in lower distribution charges for Entergy Gulf States Louisiana or Entergy New Orleans.

    (System Energy)

    System Energy owns and operates a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

    System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% ownership/leasehold interest in Grand Gulf. Charges under the Unit Power Sales Agreement are paid by the Utility operating companies as consideration for their respective entitlements to receive capacity and energy and are payable on a full cost-of-service basis only so long as Grand Gulf remains in commercial operation. The useful economic life of Grand Gulf is finite and is limited by the terms of its operating license, which is currently due to expire on November 1, 2024. System Energy's financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. For information regarding the Unit Power Sales Agreement and certain other agreements relating to the Entergy Syst em companies' support of System Energy (including the Capital Funds Agreement), reference is made to the "Grand Gulf - Related Agreements" section of Note 8 to the financial statements and the "Utility - System Energy and Related Agreements" section of Part I Item 1.

    Nuclear Operating Risk and General Business Risks Applicable to both Utility and Non-Utility Nuclear

    Nuclear Operating Risk

    (Entergy Corporation, Entergy Arkansas, Entergy Gulf StatesLouisiana, Entergy Louisiana, and System Energy)

    Ownership and operation of nuclear facilities creates business, financial and waste disposal risks.

    Certain of the Utility operating companies, System Energy, and Entergy's Non-Utility Nuclear subsidiaries own and operate 11 nuclear power generating units and the shutdown Indian Point 1 nuclear reactor. The factors and risks affecting these nuclear operations include:

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    As an owner of nuclear power plants, Entergy participates in these mandatory industry self-insurance programs and could be liable to fund claims should a plant owned by a different company experience a major event. Any resulting liability from a nuclear accident may exceed any of the Utility operating companies' or the Non-Utility Nuclear subsidiaries' primary insurance coverage, and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations or financial position of Entergy, certain of the Utility operating companies or System Energy.

    (Entergy Corporation)

    The nuclear power generation plants owned by Entergy's Non-Utility Nuclear business will be exposed to price risk to the extent they must compete for the sale of energy and capacity.

    Entergy and its subsidiaries are not guaranteed any rate of return on their capital investments in non-utility regulated businesses. In particular, the sale of capacity and energy from the power generation plants owned by Entergy's Non-Utility Nuclear business, unless otherwise contracted, is subject to the fluctuation of market power prices. Market prices may fluctuate substantially sometimes over relatively short periods of time and at other times experience sustained increases or decreases. Demand for electricity and its fuel stock can fluctuate dramatically, creating periods of substantial under- or over-supply. During periods of over-supply, prices might be depressed. Also, at times there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, bidding rules and other mechanisms to address volat ility and other issues in these markets.

    Among the factors that could affect market prices for electricity and fuel, all of which are beyond Entergy's control to a significant degree, are:

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    New or existing safety concerns regarding operating nuclear generating units and nuclear fuel could lead to restrictions upon the operation of the Non-Utility Nuclear generating units.

    Concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northeastern United States, which is where five of the six units in the current fleet of Non-Utility Nuclear generating units are located. These concerns have led to, and are expected to continue to lead to, various proposals to Federal regulators as well as governing bodies in some localities where Entergy's subsidiaries own nuclear generating units for legislative and regulatory changes that could lead to the shut-down of nuclear units, denial of license renewal applications, municipalization of nuclear units, restrictions on nuclear units as a result of unavailability of sites for spent nuclear fuel storage and disposal, or other adverse effects on owning and operating nuclear generating units. Entergy vigorously responds to these concerns and proposals. If any of the proposals relating to legis lative and regulatory changes becomes effective, it could have a material adverse effect on Entergy's results of operations, financial condition and liquidity.

    A failure to obtain renewed licenses for the continued operation of the nuclear generating units could negatively affect Entergy's operations and lead to an increase in decommissioning costs and depreciation rates.

    The pending license renewal applications for five of Non-Utility Nuclear's power plants and the potential license renewal applications of the Utility operating company nuclear plants may be the subject of significant public and local political debate. If the NRC does not renew the operating licenses for one or more these plants, Entergy's results of operations could be adversely affected by loss of revenue associated with the plant or plants, increased depreciation rates and accelerated decommissioning costs.

    General Business Risks

    (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints to handle future contingencies such as future natural disasters or substantial increases in gas and fuel prices.

    Entergy's business is capital intensive and dependent upon its ability to access capital at reasonable rates and other terms. At times there are also spikes in the price for natural gas and other commodities that increase the liquidity requirements of the Utility operating companies. In addition, Entergy's and the Utility operating companies' liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster similar to that experienced in Entergy's service territory with Hurricane Katrina and Hurricane Rita in 2005. The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, an acceleration of payments or decreased credit lines, less cash flow from operations than expected or other unknown events, such as future storms, could cause the financing needs of Entergy and its subsidiaries to increase. In addition, accessing the capital markets more frequently in these situations may result in an increase in leverage. Material leverage increases could negatively affect the credit ratings of Entergy and the Utility operating companies, which in turn could negatively affect access to the capital markets.

    A downgrade in Entergy Corporation's or its subsidiaries' credit ratings could negatively affect Entergy Corporation's and its subsidiaries' ability to access capital and/or could require Entergy Corporation or its subsidiaries to post collateral, accelerate certain payments or repay certain indebtedness.

    There are a number of factors that rating agencies evaluate to arrive at credit ratings for Entergy Corporation and the Registrant Subsidiaries, including the ability to cover liquidity requirements, the availability of committed external credit support, and Entergy Corporation's share repurchase program, dividend policy and other commitments for capital. If one or more rating agencies downgrade Entergy Corporation's, any of the Utility operating companies', or System Entergy's ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash collateral demands may be triggered by the terms of a number of commodity contracts, leases and other agreements.

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    Most of Entergy Corporation's and its subsidiaries' large customers, suppliers and counterparties require sufficient creditworthiness to enter into transactions. If Entergy Corporation's or its subsidiaries' ratings decline, particularly below investment grade, or if certain counterparties believe Entergy Corporation or the Utility operating companies are losing creditworthiness and demand adequate assurance under fuel, gas and purchased power contracts, the counterparties may require posting of collateral in cash or letters of credit, prepayment for fuel, gas or purchased power or accelerated payment, or counterparties may decline business with Entergy Corporation or its subsidiaries. In addition, in the event of a decrease in Entergy Corporation's credit rating to below investment grade, Entergy Corporation could be required to replace quickly the Entergy Corporation guarantees relating to certain Non-Utility Nuclear business agreements to sell power with approximately $700 million in c ash or letters of credit.

    The Utility operating companies, System Energy and Entergy's Non-Utility Nuclear business may incur substantial costs to fulfill their obligations related to environmental and other matters.

    The businesses in which the Utility operating companies, System Energy and the Non-Utility Nuclear business operate are subject to extensive environmental regulation by local, state and Federal authorities.  These laws and regulations affect the manner in which the Utility operating companies, System Energy and the Non-Utility Nuclear business conduct their operations and make capital expenditures.  These regulations also affect how the Utility operating companies, System Energy and the Non-Utility Nuclear business manage air emissions, discharges to water, solid and hazardous waste storage and disposal, cooling and service water intake, the protection of threatened and endangered species, hazardous materials transportation, and similar matters.  Federal, state, and local authorities continually revise these statutes and regulations, and the statutes and regulations are subject to judicial interpretation and to the permit ting and enforcement discretion vested in the implementing agencies. Developing and implementing plans for facility compliance with these requirements can lead to capital, personnel, and operation and maintenance expenditures. 

    Emissions of nitrogen and sulfur oxides, mercury, particulates, and other regulated air contaminants from fossil fueled generating plants are potentially subject to increased regulation, controls and mitigation expenses.  In addition, existing air regulations and programs promulgated by the EPA often are challenged legally, sometimes resulting in large-scale changes to anticipated regulatory regimes. Environmental advocacy groups, other organizations and some agencies in the United States are focusing considerable attention on CO2emissions from power generation facilities and their potential role in climate change.  Although several bills have been introduced in Congress that would compel CO2 emission reductions, none have advanced through the legislature.  On April 2, 2007, the United States Supreme Court issued a decision holding that the EPA has authority to regulate emissions of CO2and other "greenhouse gases" under the CAA.  Futu re changes in environmental regulation governing these pollutants could make some of Entergy's electric generating units uneconomical to maintain or operate.  In addition, any legal obligation that would require mitigation efforts or new controls would raise uncertainty about the future viability of fossil fuels, particularly coal, as an energy source for new and existing electric generation facilities. Entergy continues to monitor regulatory and legislative developments in this area.

    In addition, global climate change issues have received an increased focus on the Federal and state government levels which could potentially lead to additional rules and regulations that affect how Entergy operates its business, both in terms of the power plants it owns and operates as well as general utility operation. 

    Violations of these requirements can subject the Utility operating companies, System Energy and the Non-Utility Nuclear business to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, remediation and clean-up costs, civil penalties, and exposure to third parties' claims for alleged health or property damages or for violations of applicable permits or standards.  In addition, the Utility operating companies, System Energy and the Non-Utility Nuclear business are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy and the Non-Utility Nuclear business and of property contaminated by hazardous substances they generate.  The Utility operating companies are currently involved in proceedings relating to sites where hazardous substances h ave been released and may be subject to additional proceedings in the future.  The Utility operating companies, System Energy and the Non-Utility Nuclear business have incurred and expect to incur significant costs related to environmental compliance.

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    Entergy and its subsidiaries may not be able to obtain or maintain all required environmental regulatory approvals.  If there is a delay in obtaining any required environmental regulatory approvals, or if Entergy and its subsidiaries fail to obtain, maintain or comply with any such approval, the operation of its facilities could be stopped or become subject to additional costs. For further information regarding environmental regulation and environmental matters, reference is made to the "Regulation of Entergy's Business - Environmental Regulation" section of Part I Item 1.

    Entergy and its subsidiaries face exposure to changes in commodity prices which can affect the value of assets and operating costs and which may not be adequately hedged against adverse changes.

    To manage their near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries may enter into contracts to hedge portions of their purchase and sale commitments, weather positions, fuel requirements and inventories of natural gas, uranium (and its conversion), lignite, coal, refined products, and other commodities, within established risk management guidelines. As part of this strategy, Entergy and its subsidiaries may utilize fixed-price forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges. However, Entergy and its subsidiaries normally cover only a portion of the exposure of their assets and positions to market price volatility, and the coverage will vary over time. In addition, Entergy also elects to leave certain volumes during certain years unhedged. To the extent Ent ergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially affect Entergy's and its subsidiaries' results of operations and financial position, either favorably or unfavorably.

    Although Entergy and its subsidiaries devote a considerable effort to these risk management strategies, they cannot eliminate all the risks associated with these activities. As a result of these and other factors, Entergy and its subsidiaries cannot predict with precision the impact that risk management decisions may have on their business, results of operations or financial position.

    Entergy has guaranteed or indemnified the performance of a portion of the obligations relating to hedging and risk management activities. Reductions in Entergy's or its subsidiaries' credit quality or changes in the market prices of energy commodities could increase the cash collateral required to be posted in connection with hedging and risk management activities, which could materially affect Entergy's or its subsidiaries' liquidity and financial position.

    The Utility operating companies and Entergy's Non-Utility Nuclear business are exposed to the risk that counterparties may not meet their obligations.

    Entergy's Utility operating companies' and its Non-Utility Nuclear subsidiaries' hedging and risk management activities are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations. If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries might be forced to acquire alternative hedging arrangements or honor the underlying commitment at then-current market prices. In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties.

    Market performance and other changes may decrease the value of benefit plan assets, which then could require significant additional funding.

    The performance of the capital markets affects the values of the assets held in trust under Entergy's pension and postretirement benefit plans. A decline in the market value of the assets mayincrease the funding requirements relating to Entergy's benefit planliabilities. Additionally, changes in interest rates affect the liabilities under Entergy's pension and postretirement benefit plans; as interest rates decrease, the liabilities increase, potentially requiring additional funding. The funding requirements of the obligations related to the pension benefit plans can also increase as a result of changes in retirement rates, life expectancy assumptions, or Federal regulations. For further information regarding Entergy's pension and other postretirement benefit plans, reference is made to the "Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits" section of Management's Financial Discussion and Analysis for Entergy and each of its Registrant Subsidiaries and Note 11 to the consolidated financial statements.

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    The litigation environment in the states in which certain Entergy subsidiaries operate poses a significant risk to those businesses.

    Entergy and its subsidiaries are involved in the ordinary course of business in a number of lawsuits involving employment, commercial, asbestos, hazardous material and ratepayer matters, and injuries and damages issues, among other matters. States in which the Utility operating companies operate, in particular Louisiana, Mississippi and Texas, have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy and its subsidiaries use legal and appropriate means to contest litigation threatened or filed against them, but the litigation environment in these states poses a significant business risk.

    Terrorist attacks, future war or risk of war may adversely affect Entergy's results of operations.

    As power generators, Entergy faces heightened risk of an act of terrorism, either as a direct act against one of Entergy's generation facilities or an ability to operate as a result of systemic damage resulting from an act against the transmission and distribution infrastructure used to transport power.  If such an attack were to occur, Entergy's business, financial condition and results of operations could be materially adversely affected.

    Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact Entergy's, the Utility operating companies' and System Energy's results of operations, financial condition and liquidity.

    Entergy and its subsidiaries make judgments regarding the potential tax effects of various financial transactions and results of operations to estimate their obligations to taxing authorities. These tax obligations include income, franchise, real estate, sales and use and employment-related taxes. These judgments include reserves for potential adverse outcomes regarding tax positions that have been taken. Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements. Changes in Federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy's, the Utility operating companies' and System Energy's results of operations, financial condition and liquidity. For further information regarding Entergy's accounting for tax obligations, reference i s made to Note 3 to the consolidated financial statements.

    (Entergy Louisiana)

    Entergy Louisiana has not joined in filing the Entergy consolidated Federal income tax return. Because it files as a separate taxpayer, Entergy Louisiana's financial condition could be adversely affected.

    Although Entergy Louisiana, LLC has been consolidated for financial reporting purposes since its inception, it has not joined in the filing of Entergy's consolidated federal income tax return through the tax year 2007.  Entergy Louisiana, LLC has filed separate federal income tax returns, paid federal income taxes on a stand-alone basis and has not been a party to the Entergy System's intercompany tax allocation agreement.  As such, Entergy Louisiana, LLC may make elections for tax purposes that may differ from those made by the Entergy consolidated tax group, which may result in Entergy Louisiana, LLC having more exposure to tax liability than it would have had, had it been included in the Entergy consolidated tax return.  Beginning in 2008, Entergy Louisiana, LLC will join in the consolidated federal income tax return and participate in the Entergy System's intercompany tax allocation agreement.

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    (Entergy Corporation)

    Entergy Corporation's holding company structure could limit its ability to pay dividends.

    Entergy Corporation is a holding company with no material assets other than the stock of its subsidiaries. Accordingly, all of its operations are conducted by its subsidiaries. Entergy Corporation's ability to pay dividends on its common stock depends on the payment to it of dividends or distributions by its subsidiaries. The payments of dividends or distributions to Entergy Corporation by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings. Provisions in the organizational documents, indentures for debt issuances and other agreements of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends to Entergy Corporation. For further information regarding dividend or distribution restrictions to Entergy Corporation, reference is made to the "COMMON EQUITY -Retained Earnings and Dividend Restrictions" section of Note 7 to the consolidated financial statement s.

    (Entergy Corporation)

    Entergy Corporation's proposed separation of its Non-Utility Nuclear business is subject to risks inherent to a large-scale transaction subject to regulatory approvals and the completion of complex financings.

    The proposed separation of Entergy Corporation's Non-Utility Nuclear business is subject to multiple risks and uncertainties, including the risk that the spin-off will not be consummated, the risk that the financing transactions contemplated as part of the separation cannot be consummated on terms and conditions acceptable to Entergy Corporation or the risk that state and Federal regulatory jurisdictions may impose conditions to the transaction not acceptable to Entergy Corporation. If the separation is consummated, it is possible that Entergy Corporation or SpinCo (the term used to refer to the spun-off company) may not achieve the full strategic and financial benefits that they expect will result from the transaction or that such benefits may be delayed or not occur due to unforeseen changes in market and economic conditions or other events. As a result, the aggregate market price of the common stock of Entergy Corporation and SpinCo as separate companies could be less than the mar ket price of Entergy Corporation's common stock if the separation and distribution had not occurred.

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    ENTERGY ARKANSAS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    Net Income

    20042007 Compared to 20032006

    Net income increased $16.2decreased $34.0 million due to lowerhigher other operation and maintenance expenses, a lower effective income tax rate for 2004 compared to 2003, and lower interest charges. The increase was partially offset by lower net revenue.

    2003 Compared to 2002

     Net income decreased $9.6 million due to lower net revenue, higher depreciation and amortization expenses, and a higher effective income tax rate for 2003 compared to 2002.rate. The decrease was substantiallypartially offset by lower other operation and maintenance expenses, higher othernet revenue.

    2006 Compared to 2005

    Net income and lower interest charges.decreased slightly, by $1.5 million, in 2006.

    Net Revenue

    20042007 Compared to 20032006

    Net revenue which is Entergy Arkansas' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory credits. Following is an analysis of the change in net revenue comparing 20042007 to 2003.2006.

    Amount

      

    (In Millions)

       

    20032006 net revenue

     

    $998.71,074.5 

    Net wholesale revenue

    13.2 

    Transmission revenue

    11.8 

    Deferred fuel costcosts revisions

     

    (16.9)8.6 

    Other

     

    (3.4)2.5 

    20042007 net revenue

     

    $978.41,110.6 

    Deferred

    The net wholesale revenue variance is primarily due to lower wholesale revenues in the third quarter 2006 due to an October 2006 FERC order requiring Entergy Arkansas to make a refund to a coal plant co-owner resulting from a contract dispute, in addition to re-pricing revisions, retroactive to 2003, of $5.9 million of purchased power agreements among Entergy system companies as directed by the FERC.

    The transmission revenue variance is primarily due to higher rates and the addition of new transmission customers in late 2006.

    The deferred fuel cost revisions includes the difference between the estimated deferred fuel expense and the actual calculation of recoverable fuel expense, which occurs on an annual basis. Deferred fuel cost revisions decreased net revenue due to a revised estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider, which reduced net revenue by $11.5 million. The remainder of the variance is primarily due to the 20022006 energy cost recovery true-up, made in the first quarter of 2003,2007, which increased net revenue in 2003.by $6.6 million.

    Gross operating revenues,revenue and fuel and purchased power expenses and other regulatory credits

    Gross operating revenues increaseddecreased primarily due to:

    net income. The System Agreement proceedings are referenced below under "Significant Factors and Known Trends."

    Fuel and purchased power expenses increased primarily due to increased recovery of deferred fuel and purchased power costs primarily due to an increase in April 2004 in the energy cost recovery rider and the true-ups to the 2003 and 2002 energy cost recovery rider filings.

    Other regulatory credits decreased primarily due to a decrease in deferred fuel expense partially offset by the over-recoveryrough production cost equalization payments to affiliate companies as a result of Grand Gulf costs due to an increase in the Grand Gulf rider effective January 2004.System Agreement litigation.

    20032006 Compared to 20022005

    Net revenue which is Entergy Arkansas' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory credits. Following is an analysis of the change in net revenue comparing 20032006 to 2002.2005.

    Amount

      

    (In Millions)

       

    20022005 net revenue

     

    $1,095.91,010.7 

    March 2002 settlement agreementPass-through rider revenue

     

    (154.0)35.5 

    Volume/weather

     

    (7.7)

    Asset retirement obligation

    30.113.1 

    Net wholesale revenue

     

    16.6 

    Deferred fuel cost revisions

    10.210.6 

    Other

     

    7.64.6 

    20032006 net revenue

     

    $998.71,074.5 

    The March 2002 settlement agreement resolvedpass-through rider revenue variance is primarily due to a requestchange in 2006 in the accounting for recovery of ice storm costs incurred in December 2000 with an offset of those costs for funds contributed to pay for future stranded costs. A 1997 settlement provided for the collection of earnings in excess of an 11% return on equity in a transition cost account (TCA) to offset stranded costs if retail open access were implemented.

    In mid- and late December 2000, two separate ice storms left 226,000 and 212,500 Entergy Arkansas customers, respectively, without electric power in its service area. Entergy Arkansas filed a proposal to recover costs plus carrying charges associated with power restoration causedcity franchise tax revenues as directed by the ice storms. Entergy Arkansas' final storm damage cost determination reflected costs of approximately $195 million.APSC. The APSC approvedchange results in an increase in rider revenue with a settlement agreement submittedcorresponding increase in March 2002 by Entergy Arkansas, the APSC staff, and the Arkansas Attorney General. In the March 2002 settlement, the parties agreed that $153 million of the ice storm costs would be classified as incremental ice storm expenses that can be offset against the TCA on a rate class basis, and any excess of ice storm costs over the amount availabletaxes other than income taxes, resulting in the TCA would be deferred and amortized over 30 years, although such excess costs were not allowed to be included as a separate component of rate base. The a llocated ice storm expenses exceeded the available TCA funds by $15.8 million which was recorded as a regulatory asset in June 2002. In accordance with the settlement agreement and following the APSC's approval of the 2001 earnings review related to the TCA, Entergy Arkansas filed to return $18.1 million of the TCA to certain large general service class customers that paid more into the TCA than their allocation of storm costs. The APSC approved the return of funds to the large general service customer class in the form of refund checks in August 2002. As part of the implementation of the March 2002 settlement agreement provisions, the TCA procedure ceased with the 2001 earnings evaluation.

    Of the remaining ice storm costs, $32.2 million was addressed through established ratemaking procedures, including $22.2 million classified as capital additions, while $3.8 million of the ice storm costs was not recovered through rates.

    Theno effect on net income of the March 2002 settlement agreement and 2001 earnings review was a $2.2 million increase in 2003, because the decrease in net revenue was offset by the decrease in operation and maintenance expenses discussed below.income.

    The volume/weather variance is the result of less favorable sales volume primarily due to an increase in electricity usage, including the effect of colder wintermore favorable weather in December 2002.compared to 2005. Billed retail electricity usage increased by a total of 326 GWh.

    The asset retirement obligation variance was due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase was offset by an increase in decommissioning expense and has no effect on net income.

    The net wholesale revenue variance wasis primarily due to an increase in sales volumeimproved results related to Entergy New Orleans pursuant to a purchased power agreementco-owner contracts and also due to higher wholesale prices and volume.prices.

    Deferred fuel cost revisions includes the difference between the estimated deferred fuel expense and the actual calculation of recoverable fuel expense, which occurs on an annual basis. In 2002, the deferred fuel expense estimate was larger than the actual recoverable fuel expense, which decreased net revenue. In 2003, the actual recoverable fuel expense was larger than the deferred fuel expense estimate, which increased net revenue.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

    Gross operating revenues increased primarily due to to:

    The increase was partially offset by a decrease of $74.4$19 million in fuel cost recoveryGrand Gulf revenues due to a decrease in the annual recoveryGrand Gulf rider in October 2002.effective January 2006.

    Fuel and purchased power expenses increased primarily due to higher deferred fuel expense as a result of higher fuel rates.

    Other regulatory charges decreased primarily due to a decrease of $22.3 million resulting from the displacementunder-recovery of higher-priced natural gas generation by lower-priced purchased power and coal generation.

    Other regulatory credits decreased primarilyGrand Gulf costs due to a decrease in the Grand Gulf rider effective January 2006. The rider has no material effect on net income due to the March 2002 settlement agreement and 2001 earnings review mentioned above, which increased other regulatory credits in 2002 to offset $159.9 million in other operation and maintenance expenses relatedrefund and/or recovery through annual adjustments to the December 2000 ice storms. The decrease was partially offset by the asset retirement obligation mentioned above, which increased regulatory credits in 2003 to offset the increase in decommissioning expense.rider.

    228

    Other Income Statement Variances

    20042007 Compared to 20032006

    Other operation and maintenance expenses decreasedincreased primarily due to voluntary severance accruals of $31.8 million in 2003. The decrease was partially offset by the following:to:

    Interest charges decreased primarilydistribution spending due to vegetation maintenance work and increased contract labor costs.

    Partially offsetting the refinancing of First Mortgage Bonds in mid-2003.

    2003 Compared to 2002

    Other operation and maintenance expenses decreased primarily due to expenses in 2002 of $159.9increase was a $10.7 million due to the March 2002 settlement agreement and 2001 earnings review which allowed Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts (which was offset by a corresponding decrease in other regulatory creditspayroll, payroll-related, and has no effect on net income). Decreasesbenefits costs and an environmental liability credit of $18.7$2.3 million in administrative and general expenses and $4.7 million in contract labor costs also contributed to the decrease. The decrease was partially offset by the following:

    Decommissioning expense increased due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense was offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.a pollution loss provision.

    Depreciation and amortization expenses increased primarily due to an increase in plant in service.service and a revision in 2006 of estimated depreciable lives involving certain intangible assets.

    Interest and other charges increased primarily due to higher interest accrued of $4.9 million recorded on advances from independent power producers.

    2006 Compared to 2005

    Other incomeoperation and maintenance expenses increased primarily due to:

    Taxes other than income taxes increased primarily due to an increase in construction workcity franchise tax expense due to a change in progress.

    Interest charges decreased primarily due to:

    service and a revision in 2005 of estimated depreciable lives involving certain intangible assets.

    Income Taxes

    The effective income tax rates for 2004, 2003,2007, 2006, and 20022005 were 38.5%38.1%, 45.5%24.7%, and 34.5%35.7%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate. The lower effective income tax rate in 2004 compared to 2003 was primarily due to book and tax differences related to utility plant items and flow-through items.  Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    229

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

    2004

    2003

    2002

    2007

    2006

    2005

    (In Thousands)

    (In Thousands)

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

    $8,834 

    $95,513 

    $103,466 

    Cash and cash equivalents at beginning of period

    $34,815 

    $9,393 

    $89,744 

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Operating activities

    446,298 

    437,520 

    357,421 

    Operating activities

    366,137 

    501,503 

    507,711 

    Investing activities

    (269,385)

    (337,509)

    (249,438)

    Investing activities

    (290,149)

    (280,420)

    (488,718)

    Financing activities

    (96,003)

    (186,690)

    (115,936)

    Financing activities

    (110,591)

    (195,661)

    (99,344)

    Net increase (decrease) in cash and cash equivalents

    80,910 

    (86,679)

    (7,953)

       Net increase (decrease) in cash and cash equivalents

    (34,603)

    25,422 

    (80,351)

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

    $89,744 

    $8,834 

    $95,513 

    Cash and cash equivalents at end of period

    $212 

    $34,815 

    $9,393 

    Operating Activities

    Cash flow from operations increased $8.8decreased $135.4 million in 20042007 compared to 20032006 primarily due to decreased recovery of fuel costs, income tax benefits receivedpayments of $21.9 million in 2004,2007 compared to income tax refunds of $27.1 million in 2006, and payments made in connection with the System Agreement proceedings. The decrease was offset by the timing of payments to vendors and collection of receivables from customers and a decrease of $107.6 million in pension contributions.

    Cash flow from operations decreased $6.2 million in 2006 compared to 2005 primarily due to an increase of $110.5 million in pension contributions, substantially offset by increased recovery of deferred fuel costs. This increase was substantially offset by money pool activity.costs along with income tax refunds of $27.1 million in 2006 compared to income tax payments of $33.8 million in 2005.

    In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $1.171 billion deduction forfirst quarter 2006, Entergy Arkansas on Entergy's 2003Corporation received an income tax return. There was no cash benefit from the method change in 2003. In 2004, Entergy Arkansas realized $173 million in cash tax benefit from the method change. This tax accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit.  Asrefund as a result of December 31, 2004, Entergy Arkansas has a net operating loss (NOL) carryforward forcarryback provisions contained in the Gulf Opportunity Zone Act of 2005. In accordance with Entergy's intercompany tax purposes of $766.9allocation agreement, in April 2006 Entergy Corporation distributed $12 million principally resulting from the change in tax accounting method related to cost of goods sold.  If the tax accounting method change is sustained, Entergy Arkansas expects to utilize the NOL carryforward through 2006.

    Cash flow from operations increased $80.1 million in 2003 compared to 2002 primarily due to income taxes paid of $2.2 million in 2003 compared to income taxes paid of $83.9 million in 2002, and money pool activity. This increase was partially offset by decreased recovery of deferred fuel costs in 2003.

    Entergy Arkansas' receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:

    2004

     

    2003

     

    2002

     

    2001

    (In Thousands)

           

    $23,561

     

    ($69,153)

     

    $4,279

     

    $23,794

    Money pool activity used $92.7 million ofrefund to Entergy Arkansas' operating cash flow in 2004, provided $73.4 million in 2003, and provided $19.5 million in 2002. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.Arkansas.

    Investing Activities

    The decrease of $68.1 million in net

    Net cash flow used in investing activities increased $9.7 million in 20042007 compared to 2003 was primarily due to a decrease in construction expenditures resulting from less transmission upgrade work requested by merchant generators in 2004 combined with lower spending on customer support projects in 2004.

    The increase of $88.1 million in net cash used in investing activities in 2003 compared to 2002 was2006 primarily due to an increase in construction expenditures of $57.4resulting from additional spending on substations and transmission lines. The increase was partially offset by money pool activity.

    Net cash flow used in investing activities decreased $208.3 million and the maturity of $38.4 million of other temporary investments in the first quarter of 2002. Construction expenditures increased in 20032006 compared to 2005 primarily due to the following:to:

    The decreases were partially offset by money pool activity.

    230

    Financing Activities

    The decrease of $90.7 million in net

    Net cash flow used in financing activities decreased $85.1 million in 20042007 compared to 2003 was2006 primarily due to money pool activity. The decrease was partially offset by an increase in common stock dividends paid.

    Net cash flow used in financing activities increased $96.3 million in 2006 compared to 2005 primarily due to an increase of $93.9 million in common stock dividends paid and money pool activity. The increase was partially offset by the net redemptionretirement of $2.4$54.8 million of long-term debt in 2004 compared to $109.3 million2005.

    Capital Structure

    Entergy Arkansas' capitalization is balanced between equity and debt, as shown in 2003, partially offset by the paymentfollowing table.

     

     

    December 31,
    2007

     

    December 31,
    2006

     

     

     

     

     

    Net debt to net capital

     

    49.0%

     

    47.5%

    Effect of subtracting cash from debt

     

    0.0%

     

    0.6%

    Debt to capital

     

    49.0%

     

    48.1%

    Net debt consists of $16.2 million more in common stock dividends duringdebt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the same period.

    The increasecurrently maturing portion. Capital consists of $70.8 million in netdebt and shareholders' equity. Net capital consists of capital less cash used in financing activities in 2003 compared to 2002 was primarily due toand cash equivalents. Entergy Arkansas uses the net redemption of $109.3 million of long-term debt to net capital ratio in 2003 comparedanalyzing its financial condition and believes it provides useful information to the net issuance of $18.4 millionits investors and creditors in 2002, partially offset by the payment of $56.3 million less in common stock dividends during the same period.

    See Note 5 to the domestic utility companies and System Energyevaluating Entergy Arkansas' financial statements for details on long-term debt.condition.

    Uses of Capital

    Entergy Arkansas requires capital resources for:

    Following are the amounts of Entergy Arkansas' planned construction and other capital investments, existing debt and lease obligations (includes estimated interest payments), and other purchase obligations:

     

    2005

     

    2006-2007

     

    2008-2009

     

    after 2009

     

    Total

     

    2008

     

    2009-2010

     

    2011-2012

     

    after 2012

     

    Total

     

    (In Millions)

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    capital investment (1)

     

    $321

     

    $455

     

    N/A

     

    N/A

     

    $776

     

    $581

     

    $565

     

    N/A

     

    N/A

     

    $1,146

    Long-term debt

     

    $147

     

    $-

     

    $1

     

    $1,191

     

    $1,339

     

    $64

     

    $226

     

    $119

     

    $1,962

     

    $2,371

    Capital lease payments

     

    $10

     

    $9

     

    $2

     

    $2

     

    $23

     

    $2

     

    $1

     

    $-

     

    $2

     

    $5

    Operating leases

     

    $24

     

    $38

     

    $23

     

    $54

     

    $139

     

    $23

     

    $67

     

    $12

     

    $9

     

    $111

    Purchase obligations (2)

     

    $433

     

    $832

     

    $827

     

    $2,840

     

    $4,932

     

    $552

     

    $919

     

    $552

     

    $2,373

     

    $4,396

    Nuclear fuel lease obligations (3)

     

    $42

     

    $52

     

    N/A

     

    N/A

     

    $94

     

    $49

     

    $76

     

    N/A

     

    N/A

     

    $125

    (1)

    Includes approximately $175 to $180$208 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

    Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For Entergy Arkansas, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 8 to the domestic utility companies and System Energy financial statements.

    (3)

    It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each caseEntergy Arkansas must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

    231

    In addition to these contractual obligations, Entergy Arkansas expects to contribute $20.6$40.5 million to its pension plans and $16.1$18.8 million to other postretirement plans in 2005.

    On July 25, 2002,2008. Guidance pursuant to the Board authorizedPension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Arkansas and Entergy Operations to replace the ANO 1 steam generators and reactor vessel closure head. Entergy management estimates the cost of the fabrication and replacement to be approximately $235 million, of which approximately $96 million has been incurred through 2004. $115 million is expected to be incurred in 2005, with the remainder of the costs expected in 2006. Management expects that the replacement will occur during a planned refueling outage in 2005. Entergy Arkansas filed with the APSC in January 2003 a request for a declaratory order that the investmentArkansas' pension contributions in the replacement isfuture. Also in the public interest. The APSC issued the requested order in May 2003. This order is analogous to the order received in 1998 prior to the replacement of the ANO 2 steam generators. See ''Nuclear Matters'' below for further discussion of the replacement of the ANO 1 steam generators and reactor vessel closure head.

    In addition to the steam generatorscontractual obligations, Entergy Arkansas has $243.2 million of unrecognized tax benefits and reactor vessel closure head replacement,interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

    The planned capital investment estimate for Entergy Arkansas also reflects capital required to support existing business and customer growth.growth, including the planned acquisition of the Ouachita plant identified in Entergy's supply plan initiative, which is discussed below. The above amounts include approximately $24 million for installation of scrubbers and low NOx burners at Entergy Arkansas' White Bluff coal plant. The project is still in the planning stages and has not been designed, but the latest conceptual cost estimate indicates Entergy Arkansas' share of the project could cost approximately $375 million, including $195 million over the 2008-2010 period. Entergy Arkansas continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates could change based on the results of this continuing analysis.

    In July 2007, Entergy Arkansas announced that it had signed an agreement to purchase the Ouachita Generating Facility, a 789 MW power plant, from a subsidiary of Cogentrix Energy, Inc., for $210 million. The facility is a combined-cycle gas-fired generating facility located near the city of Sterlington in northern Louisiana. The facility entered commercial service in 2002.  Entergy Arkansas plans to invest approximately $40 million in spare parts purchases and plant improvements, and has estimated transaction costs and contingencies of $6 million. The acquisition also may require transmission upgrades by Entergy Louisiana in order for the facility to qualify as a network resource, which costs were recently estimated by the Independent Coordinator of Transmission for the Entergy System to be approximately $70 million, subject to additional evaluation.  The Ouachita plant will be 100 percent owned by Entergy Arkansas, and the acquisition is expected to close in 2008.  It is planned that, as part of the transaction, Entergy Gulf States Louisiana will purchase one-third of the capacity and output of the facility from Entergy Arkansas.  The purchase of the plant is contingent upon obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  Entergy Arkansas filed with the APSC in September 2007 for its approval of the acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general have supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC has opposed Entergy Arkansas' purchase of the plant.  The Arkansas attorney general has opposed recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider.In December 2007, the APSC issued an order approving recovery through a rider of the capacity costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. The APSC has scheduled a hearing in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery. In January 2008 the FERC issued an order authorizing the acquisition. In November 2007, Entergy Gulf States Louisiana filed a request with the LPSC for authorization to purchase one-third of the capacity and energy of the Ouachita plant during the term of the interim tolling agreement and for authorization to purchase one-third of the plant's capacity and energy on a life-of-unit basis after the plant's acquisition. In January 2008 the LPSC approved the recovery of costs associated with the interim tolling agreement. An LPSC hearing on approval of the purchase of one-third of the plant's capacity and energy on a life-of-unit basis i s scheduled for June 2008.

    Entergy's Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, market volatility, economic trends, environmental compliance, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    232

    As a wholly-owned subsidiary, Entergy Arkansas pays dividends to Entergy Corporation from its earnings at a percentage determined monthly. Entergy Arkansas' long-term debt indentures restrict the amount of retained earnings available for the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2004,2007, Entergy Arkansas had restricted retained earnings unavailable for distribution to Entergy Corporation of $394.9$396.4 million.

    Sources of Capital

    Entergy Arkansas' sources to meet its capital requirements include:

    Entergy Arkansas issued first mortgage bonds in 2004 as follows:

    Issue Date

    Description

    Maturity

    Amount

    (In Thousands)

    October 2004

    6.38% Series

    November 2034

    $60,000

    The proceeds were used to redeem junior subordinated debentures as follows:

    Retirement Date


    Description


    Maturity


    Amount

    (In Thousands)

    November 2004

    8.50% Series

    September 2045

    $61,856

    Entergy Arkansas may refinance or redeem debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

    All debt and common and preferred stock issuances by Entergy Arkansas require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in Entergy Arkansas' corporate charters, bond indentures, and other agreements. Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

    Short-term borrowings by

    In April 2007, Entergy Arkansas includingrenewed its credit facility through April 2008 and increased the amount of the credit facility to $100 million. The credit facility requires that Entergy Arkansas maintain total shareholders' equity of at least 25% of its total assets. There were no outstanding borrowings under the Entergy Arkansas credit facility as of December 31, 2007.

    Entergy Arkansas' receivables from or (payables to) the money pool are limited to an amount authorized bywere as follows as of December 31 for each of the SEC, which is $235 million. Under its SEC Order and without further authorization, Entergy Arkansas cannot incur additional short-term indebtedness unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of Entergy Arkansas, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade. following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

           

    ($77,882)

     

    $16,109

     

    ($27,346)

     

    $23,561

    See Note 4 to the domestic utility companiesfinancial statements for a description of the money pool.

    Entergy Arkansas has obtained a short-term borrowing authorization from the FERC under which it may borrow through March 31, 2008, up to the aggregate amount, at any one time outstanding, of $250 million. In January 2008, Entergy Arkansas filed an application with the FERC to extend the authorization period for its current short-term borrowing limits and System Energymoney pool borrowing arrangement through March 2010. See Note 4 to the financial statements for further discussion of Entergy Arkansas' short-term borrowing limits.

    Significant Factors and Known Trends

    State and Local Rate Regulation

    Retail Rates

    The rates that Entergy Arkansas charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Arkansas is regulated and the rates charged to its customers are determined in regulatory proceedings. The APSC, a governmental agency, is primarily responsible for approval of the rates charged to customers.

    233

    In August 2006, Entergy Arkansas filed with the APSC a request for a change in base rates. Entergy Arkansas requested a general base rate increase (using an ROE of 11.25%), which it subsequently adjusted to a request for a $106.5 million annual increase. Entergy Arkansas also requested recovery of FERC-allocated costs pursuant to the FERC decision on the System Agreement, and requested a capacity management rider to recover incremental capacity costs.

    In June 2007, after hearings on the filing, the APSC ordered Entergy Arkansas to reduce its annual rates by $5 million, and set a return on common equity of 9.9% with a hypothetical common equity level lower than Entergy Arkansas' actual capital structure. For the purpose of setting rates, the APSC disallowed a portion of costs associated with incentive compensation based on financial measures and all costs associated with Entergy's stock-based compensation plans. In addition, under the terms of the APSC's decision, recovery of storm restoration costs in the future will be limited to a fixed annual amount of $14.4 million, regardless of the actual annual amount of future restoration costs. The APSC did state in a separate December 2007 order, however, that it will consider a petition for financial relief should Entergy Arkansas experience "extraordinary" storm restoration costs.

    The APSC's June 2007 decision also threatens Entergy Arkansas' ability to recover $52 million of costs previously accumulated in Entergy Arkansas' storm reserve and $18 million of removal costs associated with the termination of a lease. Management believes, however, that Entergy Arkansas is entitled to recover these prudently incurred costs and will vigorously pursue its right to recover them. The APSC rejected Entergy Arkansas' request for a capacity management rider to recover incremental capacity costs.

    The APSC denied Entergy Arkansas' request for rehearing of its June 2007 decision, and the base rate change was implemented August 29, 2007, effective for bills rendered after June 15, 2007. In September 2007, Entergy Arkansas appealed the decision to the Arkansas Court of Appeals. In its Notice of Appeal, Entergy Arkansas states that the APSC's decision represents arbitrary decision-making and is unlawful. Entergy Arkansas filed its appellant's brief in January 2008 seeking a reversal of the APSC's decision on 16 issues. The appellees' briefs are due in March 2008.

    See Entergy Corporation and Subsidiaries' "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -Significant Factors and Known Trends - Federal Regulation -System Agreement Litigation" for a discussion of Entergy's compliance filing in that proceeding. In its June 2007 decision on Entergy Arkansas' August 2006 rate filing, the APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement litigation, but set a termination date of December 31, 2008 for the rider. In December 2007, the APSC issued a subsequent order stating the production cost allocation rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing.

    Fuel and Purchased Power Cost Recovery

    Entergy Arkansas' retail rates include an energy cost recovery rider. In December 2007, the APSC issued an order stating that Entergy Arkansas' energy cost recovery rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing.

    In March 2007, Entergy Arkansas filed its annual redetermination of its energy cost rate and implemented a rate of $0.01179 per kWh in April 2007, which will be effective through March 2008. This updated rate was a reduction from the prior rate of $0.02827 per kWh filed with the APSC in March 2006. The March 2006 rate was significantly higher than prior periods due to increases in the cost of purchased power primarily due to increased natural gas cost and the effect that Hurricane Katrina and Hurricane Rita had on market conditions, increased demand for purchased power during the ANO 1 refueling and steam generator replacement outage in the fall of 2005, and coal plant generation curtailments during off-peak periods due to railroad delivery problems.

    234

    APSC Investigations

    In September 2005, Entergy Arkansas had filed with the APSC an interim energy cost rate per the energy cost recovery rider, which provides for an interim adjustment should the cumulative over- or under-recovery for the energy period exceed 10 percent of the energy costs for that period. As of the end of July 2005, the cumulative under-recovery of fuel and purchased power expenses had exceeded the 10 percent threshold due to increases in purchased power expenditures resulting from higher natural gas prices. The interim cost rate of $0.01900 per kWh became effective the first billing cycle in October 2005.

    In early October 2005, the APSC initiated an investigation into Entergy Arkansas' interim energy cost rate. The investigation is focused on Entergy Arkansas' 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries. In March 2006, the APSC extended its investigation to cover the costs included in Entergy Arkansas' March 2006 filing that requested an energy cost rate of $0.02827 per kWh, suspended implementation of the $0.02827 per kWh energy cost rate, and ordered that the $0.01900 per kWh interim rate remain in effect pending the APSC proceedings on the energy cost recovery filings. On April 7, 2006, the APSC issued a show cause order in the investigation proceeding that ordered Entergy Arkansas to file a cost of service study by June 8, 2006. The order also directed Entergy Arkansas to file testimony to support the cost of service study, to support the $0.02827 per kWh cost rate, and to address the general topic of elimination of the energy cost recovery rider.

    In June 2006, Entergy Arkansas filed a cost of service study and testimony supporting the redetermined energy cost rate of $0.02827 per kWh and testimony addressing the prospective elimination of the energy cost recovery rider as ordered by the APSC. Entergy Arkansas also filed a motion with the APSC seeking again to implement the redetermined energy cost rate of $0.02827 per kWh. After a hearing, the APSC approved Entergy Arkansas' request and the redetermined rate was implemented in July 2006, subject to refund pending the outcome of the APSC energy cost recovery investigation. A hearing was held in the APSC energy cost recovery investigation in October 2006.

    In January 2007, the APSC issued an order in its review of Entergy Arkansas' September 2005 interim rate. The APSC found that Entergy Arkansas failed to maintain an adequate coal inventory level going into the summer of 2005 and that Entergy Arkansas should be responsible for any incremental energy costs resulting from two outages caused by employee and contractor error. The coal plant generation curtailments were caused by railroad delivery problems and Entergy is currently in litigation with the railroad regarding the delivery problems. The APSC staff was directed to perform an analysis with Entergy Arkansas' assistance to determine the additional fuel and purchased energy costs associated with these findings and file the analysis within 60 days of the order. After a final determination of the costs is made by the APSC, Entergy Arkansas would be directed to refund that amount with interest to its customers as a credit on the energy cost recovery rider. The order also stated that the APSC would address any additional issues regarding the energy cost recovery rider in Entergy Arkansas' rate case filed in August 2006. Entergy Arkansas requested rehearing of the order. In March 2007, in order to allow further consideration by the APSC, the APSC granted Entergy Arkansas' petition for rehearing and for stay of the APSC order. The APSC has taken no action in the proceeding since this March 2007 order.

    Federal Regulation

    System Agreement Proceedings

    See "System Agreement Proceedings" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion of the proceeding at the FERC involving the System Agreement and of other related proceedings.

    Transmission

    See "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    235

    Available Flowgate Capacity Proceeding

    See "Available Flowgate Capacity Proceeding" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    Interconnection Orders

    See "Interconnection Orders" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    Energy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion, including a discussion of the implications of repeal of PUHCA 1935 and ongoing FERC regulation under the Federal Power Act.

    Utility Restructuring

    In April 1999, the Arkansas legislature enacted Act 1556, the Arkansas Electric Consumer Choice Act, providing for competition in the electric utility industry through retail open access. In December 2001, the APSC recommended to the Arkansas General Assembly that legislation be enacted during the 2003 legislative session to either repeal Act 1556 or further delay retail open access until at least 2010. In February 2003, the Arkansas legislature voted to repeal Act 1556 and the repeal was signed into law by the governor.

    At FERC, restructuring at the wholesale level has begun

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but has been delayed. It is too earlyallows states to predict the ultimate effects of changesparticipate in U.S. energy markets. Restructuring issues are complexregional compacts to fulfill their responsibilities jointly.  Arkansas and are continually affected by events at the national, regional, state, and local levels. However, these changes may result,Louisiana participate in the long term,Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in fundamental changes in the way traditional integrated utilities and holding company systems, like theearly 1988, Entergy system, conduct their business. Some of these changes may be positive forArkansas, Entergy while others may not.

    System Agreement Proceedings

    The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and transmission facilities under the terms of an agreement called the System Agreement that has been approved by the FERC. Litigation involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questions of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues. Regarding the proceeding at the LPSC, Entergy believes that state and local regulators are preempted by federal law from reviewing and deciding System Agreement issues for themselves. An unrelated case between the LPSCGulf States, Inc. and Entergy Louisiana raisedmade a series of contributions to the questionCentral States Compact to fund the Central States Compact's development of whether a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state regulator is preempted by federal law from reviewing and interpreting F ERC rate schedules that are part offor the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule inproposed Central States Compact disposal facility, denied the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmedcompact's license application for the LPSC's decision. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and reversed the decisions of the LPSC and the Louisiana Supreme Court.

    In February 2004, a FERC ALJ issued an Initial Decision in the LPSC-initiated proceeding at the FERC. The Initial Decision decided some issues in favor of the relief sought by the LPSC, and decided some issues against the relief sought by the LPSC.proposed disposal facility.  Several parties, including Entergy, the LPSC,commission that governs the APSC, the MPSC, the City Council, and the FERC Staff,compact (the Compact Commission), filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effecta lawsuit against Nebra ska seeking damages resulting from Nebraska's denial of the Initial Decision is full production cost equalization, which was rejected inproposed facility's license.  After a trial, the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedentU.S. District Court concluded that Nebraska violated its good faith obligations regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy Systemproposed waste disposal facility and would resultrendered a judgment against Nebraska in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

    If the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among$151 million.  In August 2004, Nebraska agreed to pay the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costsCompact $141 million in settlement of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility compan ies whose production costs are below Entergy System average production costjudgment. In July 2005, the Compact Commission decided to domestic utility companies whose production costs are above Entergy System average production cost.

    An assessmentdistribute a substantial portion of the potential effects ofproceeds from the ALJ's Initial Decision requires assumptions regardingsettlement to the future total production cost of each domestic utility company, which assumptions includenuclear power generators that had contributed funding for the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.Boyd County facility, including Entergy Louisiana andArkansas, Entergy Gulf States, are more dependent upon gas-fired generation thanInc. and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu$19.9 million to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu duri ng the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:


    Range of Annual Payments
    or (Receipts)

    Average Annual
    Payments or (Receipts)
    for 2005-2009 Period

    (In Millions)

    (In Millions)

    Entergy Arkansas

    $154 to $281 

    $215 

    Entergy Gulf States

    ($130) to ($15)

    ($63)

    Entergy Louisiana

    ($199) to ($98)

    ($141)

    Entergy Mississippi

    ($16) to $8 

    $1                 

    Entergy New Orleans

    ($17) to ($5)

    ($12)               

    Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings at the APSC and elsewhere, however, and a delay in full recovery of any increased allocation of production costs could result in additional financing requirements. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy Arkansas does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operation.

    In February 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas filed testimony in response to the APSC's Order of Investigation. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; an d states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

    In April 2004, the APSC commenced the investigation into Entergy Louisiana's Vidalia purchased power contract and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC. Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

    In April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under a March 2003 rate case settlement are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as t he named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption. In February 2005, the state court issued an oral decision dismissing the City Council's claims for lack of subject matter jurisdiction and prematurity.

    Transmission

    In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs.

    In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity (Independent Coordinator of Transmission or ICT) to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposed to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the implementation of the proposed weekly procurement process (WPP). The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

    Entergy also proposed to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC, and any party contesting such determination, including Entergy, would be required to seek review at the FERC. Several technical conferences regarding the ICT proposal, or various components thereof, were held in 2004. Entergy has also responded to discovery requests that resulted from these conferences.

    In January 2005, Entergy filed a petition for declaratory order with the FERC requesting that the FERC provide guidance on two important issues: (1) whether the functions performed by the ICT will cause it to become a "public utility" under the Federal Power Act or the "transmission provider" under Entergy's open access transmission tariff; and (2) whether Entergy's transmission pricing proposal, as administered by the ICT, satisfies the FERC's transmission pricing policy. The petition also indicates that, subject to the outcome of the petition and obtaining support of Entergy's retail regulators, Entergy would be willing to have the ICT perform the following additional functions: (a) grant or deny requests for transmission service; (b) calculate available flowgate capacity; (c) administer Entergy's OASIS; and (d) perform an enhanced planning function (integrating the plans of Entergy and other potential transmission owners to identify regional synergies.) Comments and interventions on the petition were filed by market participants and retail regulators on February 4, 2005. In their individual comments, the APSC, LPSC, and City Council supported Entergy's position that the ICT would not become a "public utility" or "transmission provider" and that the transmission pricing proposal satisfies the FERC's transmission pricing policy. Certain other parties urged the FERC to reject the petition for declaratory order or, in the alternative, that the FERC assert jurisdiction over the ICT and determine that Entergy's proposed pricing policy is inconsistent with FERC's current pricing policy. FERC action on the petition is expected during the first half of 2005.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Additionally, Entergy Louisiana and Entergy Gulf States, have filed an applicationInc., and $19.4 million to Entergy Louisiana.The proceeds were first applied to the e xisting regulatory asset, with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate courseremainder causing an increase in pre-tax earnings of action. A hearing on the transmission pricing aspects of the ICT proposal is scheduled for May 2005, with a separate hearing on the WPP portion o f the proposal currently scheduled for August 2005.

    Interconnection Orders

    The domestic utility companies (except Entergy New Orleans) are currently defendants to several complaints and rehearing requests before the FERC in which independent generation entities (GenCos) are seeking a refund of monies that the GenCos had previously paid to the Entergy companies for facilities necessary to connect their generation facilities to Entergy's transmission system. The FERC has issued initial orders in response to two of the complaints and in certain other dockets ordering Entergy to refund approximately $100$7.4 million in expenses and tax obligations previously paid by the GenCos, including $42 million for Entergy Arkansas. The refunds will be in the form of transmission credits that will be utilized over time as the GenCos take transmission service from Entergy. To the extent the Entergy companies are ordered to provide such refunds, these costs will qualify for inclusion in the Entergy companies' rates. The recovery of these costs is not automatic, however, especially at the retail level, where the majority of the cost recovery would occur. Entergy intends to pursue all regulatory and legal avenues available to it in order to ha ve these orders reversed and have the affected interconnection agreements reinstated as agreed to originally by the generators.

    Available Flowgate Capacity Proceeding

    On December 17, 2004, the FERC issued an order initiating a hearing and investigation concerning the justness and reasonableness of the Available Flowgate Capacity (AFC) methodology, the methodology used to evaluate short-term transmission service requests under the domestic utility companies' open access transmission tariff, and establishing a refund effective date. In its order, the FERC indicated that although it "appreciates that Entergy is attempting to explore ways to improve transmission access on its system," it believed that an investigation was warranted to gather more evidence in light of the concerns raised by certain transmission customers and certain issues raised in a FERC audit report finding errors and problems with the predecessor methodology used by Entergy for evaluating short-term transmission requests, the Generator Operating Limits methodology. The FERC order indicates that the investigation will include an examination of (i) Entergy's implementation of the AFC program, (ii) whether Entergy's implementation has complied with prior FERC orders and open access transmission tariff provisions addressing the AFC program, and (iii) whether Entergy's provision of access to short-term transmission on its transmission system was just, reasonable, and not unduly discriminatory.

    Entergy has submitted an Emergency Interim Request for Rehearing requesting the FERC to defer the hearing process and instead proceed initially with an independent audit of the AFC program and the expansion of the current process involving other market participants to address a broader range of issues. Entergy believes that this type of approach is a more efficient and effective mechanism for evaluating the AFC program. Following the completion of the independent audit and process involving other market participants, the FERC could determine whether other procedural steps are necessary. The FERC has not yet ruled on the Emergency Interim Request for Rehearing submitted by Entergy.

    Entergy believes that it has complied with the provisions of its open access transmission tariff, including the provisions addressing the implementation of the AFC methodology; however, the ultimate scope of this proceeding cannot be predicted at this time. A hearing in the AFC proceeding is currently scheduled to commence in August 2005.

    Market and Credit Risks

    Entergy Arkansas has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds2005.

    Entergy Arkansas' nuclear decommissioning trust funds are exposed to fluctuations in equity prices and interest rates. The NRC requires Entergy Arkansas to maintain trusts to fund the costs of decommissioning ANO 1 and ANO 2. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the ANO trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8, and 12 to the domestic utility companies and System Energy financial statements.

    State and Local Rate Regulatory Risks

    The rates that Entergy Arkansas charges for its services are an important item influencing Entergy Arkansas' financial position, results of operations, and liquidity. Entergy Arkansas is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the APSC, is primarily responsible for approval of the rates charged to customers. Entergy Arkansas' fuel costs recovered from customers are also subject to regulatory scrutiny. Refer to Note 2 to the domestic utility companies and System Energy financial statements for fuel recovery and retail rate proceedings.

    Nuclear Matters

    Entergy Arkansas owns and operates, through an affiliate, the ANO 1 and ANO 2 nuclear power plants. Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, regulatory requirement changes, including changes resulting from events at other plants, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning

    236

    trusts. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    In August 2001, the NRC issued a bulletin requesting all pressurized water reactor owners and operators

    The nuclear industry continues to report on the structural integrity of their reactor vessel head penetration nozzles to justify continued operations past December 31, 2001. These types of reactors are susceptibleaddress susceptibility to stress corrosion cracking of certain materials associated with components within the reactor vessel head nozzles.coolant system. The issue is applicable to ANO 1 and ANO 2 are pressurized water reactors. In December 2001, Entergy issued a request for proposalis managed in accordance with industry standard practices and guidelines. Several major modifications to provide replacement steam generators for ANO 1. Entergy subsequently entered a contract for delivery of the replacement generators in August 2005 in time for installation during the scheduled refueling outage. Both the new steam generators and the reactor vessel head will be installed in the fall of 2005. To date, there has been no primary side stress corrosion cracking identified in the ANO 2 reactor vessel head. Inspections of the ANO 2 reactor vessel head will continue during planned refueling outages.

    Entergy Arkansas filedunits have been implemented, with the APSC in January 2003 a request for a declaratory order that the investment in the replacement is in the public interest. The APSC issued the requested order in May 2003. This order is analogous to the order received in 1998 prior tomost recent project being the replacement of the ANO 2 steam generators.pressurizer during the fall 2006 refueling outage. In addition, a replacement reactor vessel head is being fabricated for ANO 2 at this time. Routine inspections of the existing ANO 2 reactor vessel head have identified no significant material degradation issues for that component. These inspections will continue at planned refueling outages.

    Environmental Risks

    Entergy Arkansas' facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

    Critical Accounting Estimates

    The preparation of Entergy Arkansas' financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and the potential for future changes in the assumptions and measurements that could produce estimates that would have a material effect on the presentation of Entergy Arkansas' financial position or results of operations.

    Nuclear Decommissioning Costs

    Regulations require

    See "Nuclear Decommissioning Costs" in the "Critical Accounting Estimates" section of Entergy Arkansas to decommission the ANO 1Corporation and ANO 2 nuclear power plants after the facilities are taken out of service,Subsidiaries Management's Discussion and money is collected and deposited in trust funds during the facilities' operating lives in order to provideAnalysis for this obligation. Entergy Arkansas conducts periodic decommissioning cost studies (typically updated every five years) to estimate the costs that will be incurred to decommission the facilities. The following key assumptions have a significant effect on these estimates:

    Through 2001, Entergy Arkansas collected the projected costs of decommissioning ANO 1 and ANO 2 through rates charged to customers. Now, based on assumptions approved by the APSC, including an assumed license extension for ANO 2 (ANO 1's license has already been extended), which significantly extends the earnings period, and the sufficiency of previously collected funds, Entergy Arkansas is not collecting additional funds to decommission ANO 1 and ANO 2 in its current rates. The assumptions will be reviewed annually and reflected in Entergy Arkansas' filing of its annual determination of the nuclear decommissioning rate rider. The amounts that were collected through rates, which were based upon decommissioning cost studies, were deposited in decommissioning trust funds.

    SFAS 143costs.

    Entergy Arkansas implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Arkansas' asset retirement obligations, and the measurement and recording of Entergy Arkansas' decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

    The net effect of implementing this standard for Entergy Arkansas was recorded as a regulatory asset, with no resulting impact on Entergy Arkansas' net income. Entergy Arkansas recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Arkansas to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation, assets and liabilities increased by $532 million in 2003 as a result of recording the asset retirement obligation at its fair value as determined under SFAS 143, increasing total utility plant by $106 million, reducing accumulated depreciation by $252 million, and recording the related regulatory asset of $174 million.

    In the first quarter of 2004, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for ANO 1 and 2 as a result of revised decommissioning costs and changes in assumptions regarding the timing of when the decommissioning of the plants will begin. The revised estimate resulted in a $107.7 million reduction in its decommissioning liability, along with a $19.5 million reduction in utility plant and an $88.2 million reduction in the related regulatory asset.

    Unbilled Revenue

    As discussed in Note 1 to the domestic utility companies and System Energy financial statements, Entergy Arkansas records an estimate of the revenues earned for energy delivered since the latest customer billing. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. The difference between the estimate of the unbilled receivable at the beginning of the period and the end of the period is the amount of unbilled revenue recognized during the period. The estimate recorded is primarily based upon an estimate of customer usage during the unbilled period and the billed price to customers in that month. Therefore, revenue recognized may be affected by the estimated price and usage at the beginning and end of each period, in addition to changes in certain components of the calculation including changes to estimates such as line loss, which affects the estimate of unbilled customer usage, and assumptions regarding price such as the fuel cost recovery mechanism.calculation.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified, defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and

    237

    Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Qualified
    Projected
    Benefit Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $2,001

     

    $20,608

     

    (0.25%)

     

    $2,323

     

    $21,917

    Rate of return on plan assets

     

    (0.25%)

     

    $1,055

     

    -

     

    (0.25%)

     

    $1,295

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $907

     

    $5,200

     

    0.25%

     

    $1,017

     

    $4,930

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $557

     

    $3,633

     

    0.25%

     

    $806

     

    $4,477

    Discount rate

     

    (0.25%)

     

    $342

     

    $4,623

     

    (0.25%)

     

    $486

     

    $5,640

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for Entergy Arkansas in 20042007 was $16.5$26.6 million. Entergy Arkansas anticipates 20052008 qualified pension cost to increasedecrease to $21.8$23.8 million. Entergy Arkansas' contributions to the pension trust were $7 million duein 2007 and are currently estimated to decreasebe $40.5 million in 2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Arkansas' pension contributions in the discount rate (from 6.25% to 6.00%) and the expected rate of return (from 8.75% to 8.5%) used to calculate benefit obligations. Entergy Arkansas contributed $5.3 million to its pension plan in 2004, and anticipates making $20.6 million in contributions in 2005. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.future.

    Entergy Arkansas' accumulated benefit obligation at December 31, 2004, 2003, and 2002 exceeded plan assets. As a result, Entergy Arkansas was required to recognize an additional minimum liability as prescribed by SFAS 87 at December 31, 2004, 2003, and 2002. At December 31, 2004, Entergy Arkansas increased its additional minimum liability to $81.2 million from $54.9 million at December 31, 2003. Entergy Arkansas decreased its intangible asset for the unrecognized prior service cost to $10.3 million at December 31, 2004 from $13.3 million at December 31, 2003. Entergy Arkansas also increased the regulatory asset to $70.8 million at December 31, 2004 from $41.6 million at December 31, 2003. Net income for 2004, 2003, and 2002 was not impacted.

    Total postretirement health care and life insurance benefit costs for Entergy Arkansas in 20042007 were $12.8$15.6 million, including $5.5 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Arkansas expects 2008 postretirement health care and life insurance benefit costs to approximate $16.4 million, including $5 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Arkansas expects 2005to contribute $18.8 million to other postretirement health careplans in 2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and life insurance benefit costs to approximate $13.7 million, including $5.8 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase in postretirement health careSubsidiaries Management's Discussion and life insurance benefit costs is due to the decrease in the discount rate (from 6.25% to 6.00%) and an increase in the health care cost trend rate used to calculate benefit obligations.Analysis for further discussion.

    238

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Arkansas, Inc.:

    We have audited the accompanying balance sheets of Entergy Arkansas, Inc. (the "Company") as of December 31, 20042007 and 2003,2006, and the related statements of income, of retained earnings, and of cash flows (pages 165240 through 170244 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Arkansas, Inc. as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 5 and Note 8 to the notes to respective financial statements, in 2003 Entergy Arkansas, Inc. adopted the provisions of Statement of Financial Accounting Standards Board Interpretation No. 46,Consolidation of Variable Interest Entities,and Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    239

     

     

    ENTERGY ARKANSAS, INC.ENTERGY ARKANSAS, INC.ENTERGY ARKANSAS, INC.
    INCOME STATEMENTSINCOME STATEMENTSINCOME STATEMENTS
          
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
             
    OPERATING REVENUES       
    Domestic electric $1,653,145   $1,589,670   $1,561,110  
    Electric $2,032,965  $2,092,683  $1,789,055 
            
    OPERATING EXPENSES       
    Operation and Maintenance:       
    Fuel, fuel-related expenses, and       
    gas purchased for resale 210,394   153,866   294,244   132,830  429,718  22,151 
    Purchased power 484,849   476,447   355,211   818,549  614,246  755,277 
    Nuclear refueling outage expenses 24,568   23,638   24,387   28,511  29,478  27,892 
    Other operation and maintenance 384,424   402,108   543,677   458,042  437,574  392,777 
    Decommissioning 32,902   35,887   - -   32,816  30,695  31,205 
    Taxes other than income taxes 35,848   37,385   38,127   78,449  75,585  39,011 
    Depreciation and amortization 206,926   202,497   187,525   228,354  216,919  203,836 
    Other regulatory credits - net (20,501) (39,347) (184,270)
    Other regulatory charges (credits) - net (29,001) (25,794) 959 
    TOTAL 1,359,410   1,292,481   1,258,901   1,748,550  1,808,421  1,473,108 
            
    OPERATING INCOME 293,735   297,189   302,209   284,415  284,262  315,947 
            
    OTHER INCOME         
    Allowance for equity funds used during construction 11,737   12,153   7,324   11,143  7,630  11,614 
    Interest and dividend income 10,298   9,790   2,467   19,116  24,720  22,941 
    Miscellaneous - net (6,354) (4,332) (6,442) (3,263) (4,115) (2,408)
    TOTAL 15,681   17,611   3,349   26,996  28,235  32,147 
            
    INTEREST AND OTHER CHARGES   
    Interest on long-term debt 79,521   87,666   89,923   77,348  76,932  78,527 
    Other interest - net 4,909   3,555   13,287   14,392  8,877  6,465 
    Allowance for borrowed funds used during construction (6,288) (7,726) (4,699) (5,078) (3,290) (8,482)
    TOTAL 78,142   83,495   98,511   86,662  82,519  76,510 
            
    INCOME BEFORE INCOME TAXES 231,274   231,305   207,047   224,749  229,978  271,584 
           
    Income taxes 89,064  105,296  71,404  85,638  56,824  96,949 
            
    NET INCOME 142,210  126,009   135,643   139,111  173,154  174,635 
           
    Preferred dividend requirements and other 7,776   7,776   7,776   6,873  7,560  7,776 
            
    EARNINGS APPLICABLE TO       
    COMMON STOCK $134,434   $118,233  $127,867   $132,238  $165,594  $166,859 
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      
           

    240

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF CASH FLOWS
       
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
           
    OPERATING ACTIVITIES      
    Net income $139,111  $173,154  $174,635 
    Adjustments to reconcile net income to net cash flow provided by operating activities:      
      Reserve for regulatory adjustments (16,248) 22,310  (3,231)
      Other regulatory charges (credits) - net (29,001) (25,794) 959 
      Depreciation, amortization, and decommissioning 261,170  247,614  235,041 
      Deferred income taxes, investment tax credits, and non-current taxes accrued 58,796  46,454  106,605 
      Changes in working capital:      
        Receivables (24,958) (49,943) 6,495 
        Fuel inventory 2,468  (10,631) (8,044)
        Accounts payable 327,578  (42,296) 64,558 
        Taxes accrued (37,161) 37,161  (35,874)
        Interest accrued (2,132) 372  (2,169)
        Deferred fuel costs (112,606) 202,025  773 
        Other working capital accounts (274,898) (4,947) (14,690)
      Provision for estimated losses and reserves (125) 1,576  (1,387)
      Changes in other regulatory assets 15,626  (39,128) 71,932 
      Other 58,517  (56,424) (87,892)
    Net cash flow provided by operating activities 366,137  501,503  507,711 
           
    INVESTING ACTIVITIES      
    Construction expenditures (304,901) (259,409) (317,112)
    Allowance for equity funds used during construction 11,143  7,630  11,614 
    Nuclear fuel purchases (40,353) (51,118) (72,290)
    Proceeds from sale/leaseback of nuclear fuel 42,444  49,027  72,290 
    Proceeds from nuclear decommissioning trust fund sales 96,034  105,658  203,772 
    Investment in nuclear decommissioning trust funds (108,814) (116,099) (212,966)
    Change in money pool receivable - net 14,298  (16,109) 23,561 
    Other regulatory investments - -  - -  (197,587)
    Net cash flow used in investing activities (290,149) (280,420) (488,718)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of:      
      Long-term debt - -  - -  272,702 
      Preferred stock - -  73,355  - - 
    Retirement of long-term debt - -  - -  (327,516)
    Redemption of preferred stock - -  (75,885) - - 
    Change in money pool payable - net 77,882  (27,346) 27,346 
    Dividends paid:      
      Common stock (181,600) (158,000) (64,100)
      Preferred stock (6,873) (7,785) (7,776)
    Net cash flow used in financing activities (110,591) (195,661) (99,344)
           
    Net increase (decrease) in cash and cash equivalents (34,603) 25,422  (80,351)
           
    Cash and cash equivalents at beginning of period 34,815  9,393  89,744 
           
    Cash and cash equivalents at end of period $212  $34,815  $9,393 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
    Cash paid/(received) during the period for:      
      Interest - net of amount capitalized $80,762  $73,250  $77,821 
      Income taxes $21,862  ($27,080) $33,792 
           
    See Notes to Financial Statements.      
           

    241

    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    ASSETS
         
     December 31,
     2007 2006
     (In Thousands)
         
    CURRENT ASSETS    
    Cash and cash equivalents:    
      Cash $212  $2,849 
      Temporary cash investments - at cost,    
       which approximates market - -  31,966 
         Total cash and cash equivalents 212  34,815 
    Accounts receivable:     
      Customer 85,414  105,347 
      Allowance for doubtful accounts (16,649) (15,257)
      Associated companies 75,756  57,554 
      Other 124,111  114,108 
      Accrued unbilled revenues 68,240  66,876 
         Total accounts receivable 336,872  328,628 
    Deferred fuel costs 114,763  2,157 
    Accumulated deferred income taxes - -  19,232 
    Fuel inventory - at average cost 20,505  22,973 
    Materials and supplies - at average cost 106,165  100,061 
    Deferred nuclear refueling outage costs 17,623  23,678 
    System agreement cost equalization 268,000  - - 
    Prepayments and other 16,511  6,368 
    TOTAL 880,651  537,912 
         
    OTHER PROPERTY AND INVESTMENTS    
    Investment in affiliates - at equity 11,203  11,206 
    Decommissioning trust funds 466,348  439,408 
    Non-utility property - at cost (less accumulated depreciation) 1,442  1,446 
    Other 5,391  2,976 
    TOTAL 484,384  455,036 
         
    UTILITY PLANT     
    Electric 6,792,825  6,599,348 
    Property under capital lease 2,436  5,260 
    Construction work in progress 146,651  113,069 
    Nuclear fuel under capital lease 124,585  124,850 
    Nuclear fuel 19,548  21,044 
    TOTAL UTILITY PLANT 7,086,045  6,863,571 
    Less - accumulated depreciation and amortization 3,112,896  2,986,576 
    UTILITY PLANT - NET 3,973,149  3,876,995 
         
    DEFERRED DEBITS AND OTHER ASSETS    
    Regulatory assets:    
      SFAS 109 regulatory asset - net 93,557  93,682 
      Other regulatory assets 534,937  542,052 
    Deferred fuel costs - -  - - 
    Other 33,128  35,359 
    TOTAL 661,622  671,093 
         
    TOTAL ASSETS $5,999,806  $5,541,036 
         
    See Notes to Financial Statements.    
     
    242
     
    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
     December 31,
     2007 2006
     (In Thousands)
     
    CURRENT LIABILITIES    
    Accounts payable:    
      Associated companies $486,201  $64,546 
      Other 100,246  117,655 
    Customer deposits 57,751  49,978 
    Taxes accrued - -  37,161 
    Accumulated deferred income taxes 26,964  - - 
    Interest accrued 17,447  19,579 
    Obligations under capital leases 49,738  56,265 
    Other 10,890  15,372 
    TOTAL 749,237  360,556 
         
    NON-CURRENT LIABILITIES    
    Accumulated deferred income taxes and taxes accrued 1,330,324  1,243,855 
    Accumulated deferred investment tax credits 55,854  59,834 
    Obligations under capital leases 77,283  73,845 
    Other regulatory liabilities 117,510  103,350 
    Decommissioning 505,626  472,810 
    Accumulated provisions 14,414  14,539 
    Pension and other postretirement liabilities 260,381  259,147 
    Long-term debt 1,314,525  1,306,201 
    Other 73,739  96,623 
    TOTAL 3,749,656  3,630,204 
          
    Commitments and Contingencies    
         
    SHAREHOLDERS' EQUITY    
    Preferred stock without sinking fund 116,350  116,350 
    Common stock, $0.01 par value, authorized 325,000,000    
      shares; issued and outstanding 46,980,196 shares in 2007    
      and 2006 470  470 
    Paid-in capital 588,527  588,528 
    Retained earnings 795,566  844,928 
    TOTAL 1,500,913  1,550,276 
         
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,999,806  $5,541,036 
         
    See Notes to Financial Statements.    
         
         
         

    243

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF RETAINED EARNINGS
     
     For the Years Ended December 31,
     2007 2006 2005
     (In Thousands)
          
    Retained Earnings, January 1$844,928 $838,219 $735,460
          
      Add:     
        Net income139,111 173,154 174,635
          
      Deduct:     
        Dividends declared on common stock181,600 158,000 64,100
        Preferred dividend requirements and other6,873 8,445 7,776
          Total188,473 166,445 71,876
          
    Retained Earnings, December 31$795,566 $844,928 $838,219
          
          
    See Notes to Financial Statements.     
          

    244

     

     

    ENTERGY ARKANSAS, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
      2007 2006 2005 2004 2003
      (In Thousands)
               
    Operating revenues $2,032,965 $2,092,683 $1,789,055 $1,653,145 $1,589,670
    Net Income $139,111 $173,154 $174,635 $142,210 $126,009
    Total assets $5,999,806 $5,541,036 $5,368,010 $5,193,392 $5,058,078
    Long-term obligations (1) $1,391,808 $1,380,046 $1,353,462 $1,253,301 $1,406,026
               
    (1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
               
      2007 2006 2005 2004 2003
      (Dollars In Millions)
    Electric Operating Revenues:          
      Residential $690 $706 $620 $539 $526
      Commercial 409 418 348 305 291
      Industrial 407 436 362 318 305
      Governmental 19 19 18 16 15
         Total retail 1,525 1,579 1,348 1,178 1,137
    Sales for resale:          
      Associated companies 302 328 192 250 234
      Non-associated companies 156 145 211 186 188
    Other 50 41 38 39 31
         Total $2,033 $2,093 $1,789 $1,653 $1,590
    Billed Electric Energy Sales (GWh):          
      Residential 7,725 7,655 7,653 7,028 7,057
      Commercial 5,945 5,816 5,730 5,428 5,328
      Industrial 7,424 7,587 7,334 7,004 6,999
      Governmental 277 273 288 275 266
         Total retail 21,371 21,331 21,005 19,735 19,650
      Sales for resale:          
        Associated companies 7,185 7,679 4,555 7,437 7,036
        Non-associated companies 2,651 2,929 4,103 4,911 5,399
         Total 31,207 31,939 29,663 32,083 32,085
               

    245

     

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    ENTERGY ARKANSAS, INC.
    STATEMENTS OF CASH FLOWS
       
      For the Years Ended December 31,
      2004 2003 2002
      (In Thousands)
           
    OPERATING ACTIVITIES      
    Net income $142,210  $126,009  $135,643 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
          
      Reserve for regulatory adjustments 3,099  1,739  - - 
      Other regulatory credits - net (20,501) (39,347) (184,270)
      Depreciation, amortization, and decommissioning 239,828  238,384  187,525 
      Deferred income taxes and investment tax credits 65,847  48,357  54,955 
      Changes in working capital:      
        Receivables (86,564) (29,616) 50,898 
        Fuel inventory 2,424  4,159  (6,509)
        Accounts payable (40,871) 40,615  39,077 
        Taxes accrued 137,767  48,791  (69,812)
        Interest accrued (48) (6,348) (2,772)
        Deferred fuel costs 6,880  (46,333) 59,849 
        Other working capital accounts 4,753  (79,331) (33,698)
      Provision for estimated losses and reserves (5,172) 8,686  (9,952)
      Changes in other regulatory assets 37,668  (54,745) 182,244 
      Other (41,022) 176,500  (45,757)
    Net cash flow provided by operating activities 446,298  437,520  357,421 
           
    INVESTING ACTIVITIES      
    Construction expenditures (270,427) (334,556) (277,189)
    Allowance for equity funds used during construction 11,737  12,153  7,324 
    Nuclear fuel purchases (8,101) (60,685) (68,127)
    Proceeds from sale/leaseback of nuclear fuel 8,101  60,685  68,127 
    Decommissioning trust contributions and realized      
     change in trust assets (8,860) (8,279) (17,970)
    Changes in other investments - net 1,856  - -  38,397 
    Other regulatory investments (3,691) (6,827) - - 
    Net cash flow used in investing activities (269,385) (337,509) (249,438)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of long-term debt 59,429  361,726  188,407 
    Retirement of long-term debt (61,856) (471,040) (170,000)
    Changes in short-term borrowings - -  - -  (667)
    Dividends paid:      
      Common stock (85,800) (69,600) (125,900)
      Preferred stock (7,776) (7,776) (7,776)
    Net cash flow used in financing activities (96,003) (186,690) (115,936)
           
    Net increase (decrease) in cash and cash equivalents 80,910  (86,679) (7,953)
           
    Cash and cash equivalents at beginning of period 8,834  95,513  103,466 
           
    Cash and cash equivalents at end of period $89,744  $8,834  $95,513 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
    Cash paid/(received) during the period for:      
      Interest - net of amount capitalized $78,144  $91,142  $100,965 
      Income taxes ($103,476) $2,177  $83,911 
    Noncash investing and financing activities:      
      Long-term debt refunded with proceeds from      
       long-term debt issued in prior periods - -  - -  ($47,000)
           
    See Notes to Respective Financial Statements.      

    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    ASSETS
         
     December 31,
     2004 2003
     (In Thousands)
         
    CURRENT ASSETS    
    Cash and cash equivalents:    
      Cash $7,133  $8,834 
      Temporary cash investments - at cost,    
       which approximates market 82,611  - - 
         Total cash and cash equivalents 89,744  8,834 
    Accounts receivable:    
      Customer 87,131  69,036 
      Allowance for doubtful accounts (11,039) (9,020)
      Associated companies 72,472  50,390 
      Other 72,425  30,930 
      Accrued unbilled revenues 71,643  64,732 
         Total accounts receivable 292,632  206,068 
    Deferred fuel costs 7,368  10,557 
    Accumulated deferred income taxes 27,306  18,362 
    Fuel inventory - at average cost 4,298  6,722 
    Materials and supplies - at average cost 85,076  80,506 
    Deferred nuclear refueling outage costs 16,485  19,793 
    Prepayments and other 6,154  23,938 
    TOTAL 529,063  374,780 
         
    OTHER PROPERTY AND INVESTMENTS    
    Investment in affiliates - at equity 11,208  11,212 
    Decommissioning trust funds 383,784  360,485 
    Non-utility property - at cost (less accumulated depreciation) 1,453  1,456 
    Other 2,976  4,832 
    TOTAL 399,421  377,985 
         
    UTILITY PLANT    
    Electric 6,124,359  5,948,090 
    Property under capital lease 17,500  24,047 
    Construction work in progress 226,172  238,807 
    Nuclear fuel under capital lease 93,855  102,691 
    Nuclear fuel 12,201  7,466 
    TOTAL UTILITY PLANT 6,474,087  6,321,101 
    Less - accumulated depreciation and amortization 2,753,525  2,627,441 
    UTILITY PLANT - NET 3,720,562  3,693,660 
         
    DEFERRED DEBITS AND OTHER ASSETS    
    Regulatory assets:    
      SFAS 109 regulatory asset - net 101,658  128,311 
      Other regulatory assets 400,174  437,544 
    Other 42,514  45,798 
    TOTAL 544,346  611,653 
         
    TOTAL ASSETS $5,193,392  $5,058,078 
         
    See Notes to Respective Financial Statements.    
     
     
     
    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
     December 31,
     2004 2003
     (In Thousands)
     
    CURRENT LIABILITIES    
    Currently maturing long-term debt $147,000 $ -
    Accounts payable:    
      Associated companies 68,829 106,958
      Other 89,896 92,638
    Customer deposits 41,639 37,693
    Taxes accrued 35,874 - -
    Interest accrued 21,376 21,424
    Obligations under capital leases 49,816 59,089
    Other 19,648 16,924
    TOTAL 474,078 334,726
         
    NON-CURRENT LIABILITIES    
    Accumulated deferred income taxes and taxes accrued 1,121,623 996,455
    Accumulated deferred investment tax credits 68,452 73,280
    Obligations under capital leases 61,538 67,648
    Other regulatory liabilities 67,362 52,923
    Decommissioning 492,745 567,546
    Accumulated provisions 34,977 40,149
    Long-term debt 1,191,763 1,338,378
    Other 237,447 192,200
    TOTAL 3,275,907 3,328,579
         

    Commitments and Contingencies

        
         
    SHAREHOLDERS' EQUITY    
    Preferred stock without sinking fund 116,350 116,350
    Common stock, $0.01 par value, authorized 325,000,000    
      shares; issued and outstanding 46,980,196 shares in 2004    
      and 2003 470 470
    Paid-in capital 591,127 591,127
    Retained earnings 735,460 686,826
    TOTAL 1,443,407 1,394,773
         
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,193,392 $5,058,078
         
    See Notes to Respective Financial Statements.    

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF RETAINED EARNINGS
     
     For the Years Ended December 31,
     2004 2003 2002
     (In Thousands)
          
    Retained Earnings, January 1$686,826 $638,193 $636,226
          
      Add:     
        Net income142,210 126,009 135,643
          
      Deduct:     
        Dividends declared:     
          Preferred stock7,776 7,776 7,776
          Common stock85,800 69,600 125,900
            Total93,576 77,376 133,676
          
    Retained Earnings, December 31$735,460 $686,826 $638,193
          
          
    See Notes to Respective Financial Statements.     
          

    ENTERGY ARKANSAS, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
      2004 2003 2002 2001 2000
      (In Thousands)
               
    Operating revenues $1,653,145 $1,589,670 $1,561,110 $1,776,776 $1,762,635
    Net Income $142,210 $126,009 $135,643 $178,185 $137,047
    Total assets $5,193,392 $5,058,078 $4,569,511 $4,451,580 $4,228,211
    Long-term obligations (1) $1,253,301 $1,406,026 $1,246,567 $1,417,262 $1,401,062
               
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
               
      2004 2003 2002 2001 2000
      (Dollars In Millions)
    Electric Operating Revenues:          
      Residential $539 $526 $556 $586 $561
      Commercial 305 291 304 330 307
      Industrial 318 305 330 371 353
      Governmental 16 15 15 16 15
        Total retail 1,178 1,137 1,205 1,303 1,236
      Sales for resale:          
        Associated companies 250 234 165 240 246
        Non-associated companies 186 188 164 201 235
      Other 39 31 27 33 46
        Total $1,653 $1,590 $1,561 $1,777 $1,763
    Billed Electric Energy Sales (GWh):          
      Residential 7,028 7,057 7,050 6,918 6,791
      Commercial 5,428 5,328 5,221 5,162 5,063
      Industrial 7,004 6,999 7,074 7,052 7,240
      Governmental 275 266 255 245 239
        Total retail 19,735 19,650 19,600 19,377 19,333
      Sales for resale:          
        Associated companies 7,437 7,036 6,811 7,217 6,513
        Non-associated companies 4,911 5,399 5,069 4,909 5,537
        Total 32,083 32,085 31,480 31,503 31,383
               
               
               

     

    ENTERGY GULF STATES INC.LOUISIANA, L.L.C.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

    Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana. Entergy Texas now owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.'s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas. Entergy Gulf States Louisiana now owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

    Entergy Gulf States Louisiana remains primarily liable for all of the long-term debt issued by Entergy Gulf States, Inc. that was outstanding on December 31, 2007. Under a debt assumption agreement with Entergy Gulf States Louisiana, Entergy Texas assumed its pro rata share of this long-term debt, which was approximately 46%. The pro rata share of the long-term debt assumed by Entergy Texas was determined by first determining the net assets for each company on a book value basis, and then calculating a debt assumption ratio that resulted in the common equity ratios for each company being approximately the same as the Entergy Gulf States, Inc. common equity ratio immediately prior to the jurisdictional separation. Entergy Texas' debt assumption does not discharge Entergy Gulf States Louisiana's liability for the long-term debt. To secure its debt assumption obligations, Entergy Texas granted to Entergy Gulf States Louisiana a first lien on Entergy Texas' assets that were previously subj ect to the Entergy Gulf States, Inc. mortgage. Entergy Texas has until December 31, 2010 to repay the assumed debt. In addition, Entergy Texas, as the owner of Entergy Gulf States Reconstruction Funding I, LLC ("EGSRF I"), will report the $329.5 million of senior secured transition bonds ("securitization bonds") issued by EGSRF I as long-term debt on its consolidated balance sheet. The securitization bonds are non-recourse to Entergy Texas.

    Entergy Texas will purchase from Entergy Gulf States Louisiana pursuant to a life-of-unit purchased power agreement (PPA) a 42.5% share of capacity and energy from the 70% of River Bend subject to retail regulation. Entergy Texas was allocated a share of River Bend's nuclear and environmental liabilities that is identical to the share of the plant's output purchased by Entergy Texas under the PPA. Entergy Gulf States Louisiana will purchase a 57.5% share of capacity and energy from the gas-fired generating plants owned by Entergy Texas, and Entergy Texas will purchase a 42.5% share of capacity and energy from the gas-fired generating plants owned by Entergy Gulf States Louisiana. The PPAs associated with the gas-fired generating plants will terminate when retail open access commences in Entergy Texas' jurisdiction or when the unit(s) is no longer dispatched by the Entergy System. If Entergy Texas implements retail open access, it will terminate its participation in the System Agre ement, except for the portion of the System Agreement related to transmission equalization. The dispatch and operation of the generating plants will not change as a result of the jurisdictional separation.

    Entergy Gulf States Louisiana must make a compliance filing in March 2008 with the LPSC regarding the jurisdictional separation transaction. Although formal approval of the PUCT was not required for implementation of the jurisdictional separation, Entergy Texas sought input from the PUCT and has kept the PUCT informed of the status of the separation.

    Entergy Gulf States Louisiana is the successor for financial reporting purposes to Entergy Gulf States, Inc. Entergy Gulf States Louisiana's Income Statement and Cash Flow Statement for the years ended December 31, 2005, 2006, and 2007 include the operations of Entergy Texas. Entergy Gulf States Louisiana's balance sheet as of December 31, 2007 reflects the effects of the separation of the Texas business. Entergy Gulf States Louisiana's balance sheet as of December 31, 2006 includes the financial position of Entergy Texas.

    246

    Entergy Gulf States Pro Forma Financial Information (unaudited)

    The accompanying unaudited pro forma financial information has been prepared to reflect the following transactions that occurred on December 31, 2007:

    These transactions implemented the Entergy Gulf States, Inc. jurisdictional separation plan that restructured Entergy Gulf States, Inc. into two separate, vertically-integrated utilities, one subject to the sole retail jurisdiction of the LPSC (Entergy Gulf States Louisiana) and the other subject to the sole retail jurisdiction of the PUCT (Entergy Texas).

    The unaudited pro forma income statement for the year ended December 31, 2007 has been prepared as if the transactions described above had occurred as of January 1, 2007. The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what Entergy Gulf States Louisiana's results of operations would have been had the transactions described above occurred on January 1, 2007. The unaudited pro forma financial information also should not be considered representative of Entergy Gulf States Louisiana's future results of operations. A pro forma balance sheet is not provided because Entergy Gulf States Louisiana's balance sheet as of December 31, 2007 reflects the effects of the separation of the Texas business.

    247

    Year ended December 31, 2007

     

    Entergy Gulf States Louisiana Historical

     

    Pro Forma Adjustments

     

    Entergy Gulf States Louisiana Pro Forma

     

     

    (In Thousands)

      

    (unaudited)

    OPERATING REVENUES

     

     

     

     

     

     

    Domestic electric

     

    $3,448,008 

     

    ($1,238,442)

     

    $2,209,566 

    Natural gas

     

    86,604 

     

    -  

     

    86,604 

    TOTAL

     

    3,534,612 

     

    (1,238,442)

     

    2,296,170 

     

     

     

     

     

     

     

    OPERATING EXPENSES

     

     

     

     

     

     

    Operation and Maintenance:

     

     

     

     

     

     

      Fuel, fuel-related expenses, and

     

     

     

     

     

     

       gas purchased for resale

     

    867,081 

     

    (546,413)

     

    320,668 

      Purchased power

     

    1,339,986 

     

    (232,938)

     

    1,107,048 

      Nuclear refueling outage expenses

     

    12,212 

     

     

    12,212 

      Other operation and maintenance

     

    548,999 

     

    (179,119)

     

    369,880 

    Decommissioning

     

    11,728 

     

    (173)

     

    11,555 

    Taxes other than income taxes

     

    132,489 

     

    (50,615)

     

    81,874 

    Depreciation and amortization

     

    208,648 

     

    (68,172)

     

    140,476 

    Other regulatory charges (credits) - net

     

    29,923 

     

    (16,808)

     

    13,115 

    TOTAL

     

    3,151,066 

     

    (1,094,238)

     

    2,056,828 

     

     

     

     

     

     

     

    OPERATING INCOME

     

    383,546 

     

    (144,204)

     

    239,342 

     

     

     

     

     

     

     

    OTHER INCOME

     

     

     

     

     

     

    Allowance for equity funds used during construction

     

    11,666 

     

    (3,295)

     

    8,371 

    Interest and dividend income

     

    75,425 

     

    28,715 

     

    104,140 

    Miscellaneous - net

     

    1,724 

     

    600 

     

    2,324 

    TOTAL

     

    88,815 

     

    26,020 

     

    114,835 

     

     

     

     

     

     

     

    INTEREST AND OTHER CHARGES

     

     

     

     

     

     

    Interest on long-term debt

     

    149,464 

     

    (14,231)

     

    135,233 

    Other interest - net

     

    13,945 

     

    (10,907)

     

    3,038 

    Allowance for borrowed funds used during construction

     

    (7,528)

     

    2,126 

     

    (5,402)

    TOTAL

     

    155,881 

     

    (23,012)

     

    132,869 

     

     

     

     

     

     

     

    INCOME BEFORE INCOME TAXES

     

    316,480 

     

    (95,172)

     

    221,308 

     

     

     

     

     

     

     

    Income taxes

     

    123,701 

     

    (36,249)

     

    87,452 

     

     

     

     

     

     

     

    NET INCOME

     

    192,779 

     

    (58,923)

     

    133,856 

     

     

     

     

     

     

     

    Preferred distribution requirements and other

     

    3,968 

     

     

    3,968 

     

     

     

     

     

     

     

    EARNINGS APPLICABLE TO

     

     

     

     

     

     

    COMMON EQUITY

     

    $188,811 

     

    ($58,923)

     

    $129,888 

    248

    The Pro Forma Adjustments column reflects the effects on Entergy Gulf States Louisiana's historical financial statements as if Entergy Gulf States, Inc. (Entergy Gulf States Louisiana's predecessor) had distributed its Texas jurisdictional assets to Entergy Texas as of January 1, 2007. These effects include:

    Hurricane Rita and Hurricane Katrina

    In August and September 2005, Hurricanes Katrina and Rita hit Entergy Gulf States Inc.'s jurisdictions in Louisiana and Texas. The storms resulted in power outages; significant damage to electric distribution, transmission, and generation infrastructure; and the temporary loss of sales and customers due to mandatory evacuations. Entergy Gulf States Louisiana is pursuing a range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, in combination with securitization.

    Insurance Claims

    See Note 8 to the financial statements for a discussion of Entergy's conventional property insurance program. Entergy has received a total of $134.5 million as of December 31, 2007 on its Hurricane Katrina and Hurricane Rita insurance claims, including $69.5 million that Entergy received in the second quarter 2007 in settlement of its Hurricane Katrina claim with one of its two excess insurers. Of the $134.5 million received, $33.2 million has been allocated to Entergy Gulf States, Inc. (including $20.7 million to Entergy Texas). In the third quarter 2007, Entergy filed a lawsuit in the U.S. District Court for the Eastern District of Louisiana against its other excess insurer on the Hurricane Katrina claim. At issue in the lawsuit is whether any policy exclusions limit the extent of coverage provided by that insurer.

    249

    There was an aggregation limit of $1 billion for all parties insured by the primary insurer for any one occurrence at the time of the Hurricane Katrina and Hurricane Rita losses, and the primary insurer notified Entergy that it expects claims for Hurricane Katrina and Hurricane Rita to materially exceed this limit. Entergy currently estimates that its remaining net insurance recoveries for the losses caused by the hurricanes, including the effects of the primary insurance aggregation limit being exceeded and the litigation against the excess insurer, will be approximately $31 million for Entergy Gulf States Louisiana.Entergy Gulf States Louisiana currently expects to receive payment for the majority of its estimated insurance recovery related to Hurricane Katrina and Hurricane Rita through 2009.

    Storm Costs Recovery Filings with Retail Regulators

    Louisiana

    In February 2007, Entergy Louisiana and Entergy Gulf States Louisiana filed a supplemental and amending application by which they seek authority from the LPSC to securitize their Hurricane Katrina and Hurricane Rita storm cost recovery and storm reserve amounts, together with certain debt retirement costs and upfront and ongoing costs of the securitized debt issued. Securitization is authorized by a law signed by the Governor of Louisiana in May 2006. Hearings on the quantification of the amounts eligible for securitization began in late-April 2007. At the start of the hearing, a stipulation among Entergy Gulf States Louisiana, Entergy Louisiana, the LPSC staff, and most other parties in the proceeding was read into the record. The stipulation quantifies the balance of storm restoration costs for recovery as $545 million for Entergy Louisiana and $187 million for Entergy Gulf States Louisiana, and sets the storm reserve amounts at $152 million for Entergy Louisiana and $87 million for Entergy Gulf States Louisiana. The stipulation also calls for securitization of the storm restoration costs and storm reserves in those same amounts. In August 2007, the LPSC issued orders approving recovery of the stipulated storm cost recovery and storm reserve amounts plus certain debt retirement and upfront and ongoing costs through securitization financing. Entergy Louisiana and Entergy Gulf States are currently exploring their securitization options.

    In May 2006, Entergy Gulf States Louisiana completed the interim recovery of $6 million of storm costs through the fuel adjustment clause pursuant to an LPSC order. Beginning in September 2006, Entergy Gulf States Louisiana's interim storm cost recovery of $0.85 million per month was instituted via the formula rate plan.  Interim recovery and carrying charges will continue until the securitization process is complete.

    Texas

    In July 2006, Entergy Texas filed an application with the PUCT with respect to its Hurricane Rita reconstruction costs incurred through March 2006. The filing asked the PUCT to determine the amount of reasonable and necessary hurricane reconstruction costs eligible for securitization and recovery, approve the recovery of carrying costs, and approve the manner in which Entergy Texas allocates those costs among its retail customer classes. In December 2006, the PUCT approved $381 million of reasonable and necessary hurricane reconstruction costs incurred through March 31, 2006, plus carrying costs, as eligible for recovery. After netting expected insurance proceeds, the amount is $353 million.

    In April 2007, the PUCT issued its financing order authorizing the issuance of securitization bonds to recover the $353 million of hurricane reconstruction costs and up to $6 million of transaction costs, offset by $32 million of related deferred income tax benefits. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC (Entergy Gulf States Reconstruction Funding), a company wholly-owned and consolidated by Entergy Texas, issued $329.5 million of senior secured transition bonds (securitization bonds). With the proceeds, Entergy Gulf States Reconstruction Funding purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. Entergy Texas will use the proceeds to refinance or retire debt and to reduce equity. Entergy Texas began cost recovery through the transition charge in July 2007, and the transition charge is expected to remain in place over a 15-yea r period. See Note 5 to the financial statements for additional information regarding the securitization bonds.

    250

    Results of Operations

    Net Income

    2004

    2007 Compared to 20032006

    Net income increased $149.7decreased $19.2 million primarily due to the following:

    The increase was partially offset by aand higher effective income tax rate.

    2003 Compared to 2002

    Entergy Gulf States experienced a significant decline in net income in 2003 compared to 2002 primarily due to the following:

    charges. The decrease was partially offset by a lower effectivehigher net revenue and higher other income.

    2006 Compared to 2005

    Net income tax rate.increased $5.5 million primarily due to higher net revenue and higher other income, substantially offset by higher other operation and maintenance expenses, higher taxes other than income taxes, and higher interest and other charges.

    Net Revenue

    20042007 Compared to 20032006

    Net revenue which is Entergy Gulf States' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory credits.charges. Following is an analysis of the change in net revenue comparing 20042007 to 2003.2006.

    Amount

    (In Millions)

    20032006 net revenue

    $1,110.11,275.0 

    Volume/weather

     

    26.719.7 

    Transmission revenue

    12.2 

    Securitization transition charge

    9.9 

    Net wholesale revenue

     

    13.0  

    Summer capacity charges

    5.5  

    Price applied to unbilled sales

    4.87.9 

    Fuel recovery revenues

    (23.7)

    Purchased power capacity

     

    (14.2)

    Other

    3.910.8 

    20042007 net revenue

    $1,149.81,297.6 

    The volume/weather variance resulted primarily from an increase of 1,179 GWh in electricity usage in the industrial sector. Billed usage also increased a total of 291 GWh in the residential, commercial, and governmental sectors.

    The increase in net wholesale revenue is primarily due to an increaseincreased electricity usage primarily in the residential and commercial sectors, including increased usage during the unbilled sales volumeperiod. See "Critical Accounting Estimates" below and Note 1 to municipalthe financial statements for further discussion of the accounting for unbilled revenues.

    The transmission revenue variance is due to higher rates and co-op customers.the addition of new transmission customers in late-2006.

    Summer capacity charges

    The securitization transition charge variance is due to the amortization inissuance of securitization bonds. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC, a company wholly-owned and consolidated by Entergy Gulf States, Inc., issued securitization bonds and with the proceeds purchased from Entergy Gulf States, Inc. the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. See Note 5 to the financial statements herein for details of the securitization bond issuance.

    The net wholesale revenue variance is primarily due to re-pricing revisions, retroactive to 2003, of deferred capacity charges for$8.4 million of purchased power agreements among Entergy system companies as directed by the summer of 2001 compared to the absence of the amortization in 2004. The amortization of these capacity charges began in June 2002 and ended in May 2003.FERC.

    251

    The price applied to unbilled salesfuel recovery variance resulted primarily from an increaseadjustments of fuel clause recoveries in the fuel price applied to unbilled sales.

    Fuel recovery revenues represent an under-recovery of fuel charges that are recovered in base rates.

    first quarter 2006 by Entergy Gulf States, recorded $22.6 million of provisions in 2004Inc. for the Louisiana jurisdiction and a reserve for potential rate refunds. These provisions are not includedrefunds in the Net Revenue table above because theyfirst quarter 2007 by Entergy Gulf States, Inc. for the Texas jurisdiction as a result of a PUCT ruling related to the application of past PUCT rulings addressing transition to competition in Texas.

    The purchased power capacity variance is primarily due to ongoing purchased power capacity expense and the amortization of deferred capacity charges. A portion of the increase in purchased power capacity costs is being recovered through base rate increases implemented to recover incremental deferred and ongoing purchased power capacity charges. The base rate increases are more than offset by provisions recordeddiscussed under "Significant Factors and Known Trends - State and Local Rate Regulation" below and in 2003.Note 2 to the financial statements.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory creditscharges

    Gross operating revenues decreased primarily due to a decrease in fuel cost recovery revenues of $229.1 million due to lower fuel rates and refunds. Refer to Note 2 to the financial statements for a discussion of Entergy Texas' fuel refund filings with the PUCT. The decrease was partially offset by more favorable volume/weather and higher transmission revenue as discussed above and higher wholesale revenue from the system agreement cost equalization payments from Entergy Arkansas. The receipt of such payments for the Texas jurisdiction is being refunded to customers by crediting deferred fuel costs and reducing fuel rates ultimately charged to customers. As a result the system agreement cost equalization receipt and refund to customers have no effect on net income.

    Fuel and purchased power expenses decreased primarily due to a decrease in deferred fuel expense as a result of a decrease in fuel cost recovery revenues, as discussed above. The decrease was partially offset by an increase in the average market prices of natural gas and purchased power.

    Other regulatory charges increased primarily due to:

    2006 Compared to 2005

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 2006 to 2005.

    Amount

    (In Millions)

    2005 net revenue

    $1,191.7 

    Base revenues

    62.0 

    Net wholesale revenue

    29.3 

    Volume/weather

    20.6 

    Fuel recovery

    17.0 

    Reserve equalization

    12.3 

    Price applied to unbilled electric sales

    (51.4)

    Purchased power capacity

    (24.7)

    Other

    18.2 

    2006 net revenue

    $1,275.0 

    Base revenues increased due to increases in both the Louisiana and Texas jurisdictions. The increases in the Louisiana jurisdiction were effective in October 2005 for the 2004 formula rate plan filing and the annual revenue requirement related to the purchase of power from the Perryville generating station and in September 2006 for the 2005 formula rate plan filing that includes the recovery of incremental deferred and ongoing

    252

    capacity requirement. The increases in the Texas jurisdiction are related to an incremental purchased capacity recovery rider that began in December 2005 and a transition to competition rider that began in March 2006. Refer to Note 2 to the financial statements and "Significant Factors and Known Trends - State and Local Rate Regulation" herein for further discussion of the rate increases.

    The net wholesale revenue variance is primarily due to increased volume and higher margins on sales to municipal and co-op customers.

    The volume/weather variance is due to increased weather-adjusted electricity usage on billed sales in addition to an increase in usage during the unbilled sales period. Weather-adjusted retail electricity usage increased a total of 727 GWh. See "Critical Accounting Estimates" below and Note 1 to the financial statements for further discussion of the accounting for unbilled revenues.

    The fuel recovery variance resulted primarily from adjustments of fuel clause recoveries in Entergy Gulf States, Inc.'s Louisiana jurisdiction. The variance is also due to increased fuel cost recovery in 2006 as a result of special rate contracts.

    The reserve equalization variance is due to lower payments in 2006 as a result of resource plan capacity purchases effective February 2006 and power purchases from the Perryville generating station effective July 2005, both of which reduced the amount of system-wide capacity allocated to Entergy Gulf States, Inc.

    The price applied to unbilled electric sales variance is primarily due to the exclusion in 2006 of the fuel cost component in the calculation of the price applied to unbilled sales. Effective January 1, 2006, the fuel cost component is no longer included in the unbilled revenue calculation, which is in accordance with regulatory treatment. The variance is also due to lower base rates included in the unbilled revenue calculations. See "Critical Accounting Estimates" below and Note 1 to the financial statements for further discussion of the accounting for unbilled revenues.

    The purchased power capacity variance is primarily due to an increase in capacity charges primarily associated with power purchases, which began in mid-2005, from the Perryville generating station in addition to new purchased power contracts in 2006. A portion of the increase in purchased power capacity costs is offset in base revenues due to base rate increases implemented to recover incremental deferred and ongoing purchased power capacity charges, as discussed above.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

    Gross operating revenues increased primarily due to an increase of $187.8$299 million in fuel cost recovery revenues as a result ofdue to higher fuel rates in bothand higher volume. Also contributing to the Louisianaincrease was the base revenue increase of $62 million and Texas jurisdictions.the volume/weather variance of $20.6 million. The increases were partially offset by the decrease of $51.4 million in volume/weatherthe price applied to unbilled electric sales and a decrease in gross wholesale revenue discussed above, also contributed to the increase.of $30 million.

    Fuel and purchased power expenses increased primarily due to:

    Other regulatory credits increased primarily due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of amortization in 2004. The amortization of these charges began in June 2002 and ended in May 2003.

    2003 Compared to 2002

    Net revenue, which is Entergy Gulf States' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

    (In Millions)

    2002 net revenue

    $1,130.7  

    Volume/weather

    17.8  

    Fuel write-offs in 2002

    15.3  

    Net wholesale revenue

    10.2  

    Base rate decreases

    (23.3)

    NISCO gain recognized in 2002

    (15.2)

    Rate refund provisions

    (11.3)

    Other

    (14.1)

    2003 net revenue

    $1,110.1 

    The volume/weather variance was due to higher electric sales volume in the service territory. Billed usage increased a total of 517 GWh in the residential and commercial sectors. The increase wasrates partially offset by a decrease in industrial usage of 470 GWh due to the loss of two large industrial customers to cogeneration. The customers accounted for approximately 1% of Entergy Gulf States' net revenue in 2002.

    In 2002, deferred fuel costs of $8.9 million related to a Texas fuel reconciliation case were written off and $6.5 million in expense resulted from an adjustmentdecreases in the deregulated asset plan percentage as the result of a power uprate at River Bend.

    The increase in net wholesale revenue was primarily due to an increase in sales volume to municipal and co-op customers and also to affiliated systems related to Entergy's generation resource planning.

    The base rate decreases were effective June 2002 and January 2003, both in the Louisiana jurisdiction. The January 2003 base rate decrease of $22.1 million had a minimal impact on net income due to a corresponding reduction in nuclear depreciation and decommissioning expenses associated with the change in accounting to reflect an assumed extension of River Bend's useful life.

    In 2002, a gain of $15.2 million was recognized for the Louisiana portion of the 1988 Nelson Units 1 and 2 sale. Entergy Gulf States received approval from the LPSC to discontinue applying amortization of the gain against recoverable fuel, resulting in the recognition of the deferred gain in income.

    Rate refund provisions caused a decrease in net revenue due to additional provisions recorded in 2003 compared to 2002 for potential rate actions and refunds.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to an increase of $440.2 million in fuel cost recovery revenues as a result of higher fuel rates in both the Louisiana and Texas jurisdictions.

    Fuel and purchased power expenses increased $471.1 million due to an increase in theaverage market prices of natural gas and purchased power.

    Other regulatory charges increased primarily due to:

    253

    Other Income Statement Variances

    20042007 Compared to 20032006

    Other operation and maintenance expenses decreased primarily due to:

    The decrease was partially offset by the following:

    Miscellaneous income - net increased $145.6 million primarily due to:

    Interest on long-term debt decreased $23.2 million primarily due to the financing and debt restructuring program implemented in 2003, which resulted in extended maturities and lower interest rates in Entergy Gulf States' debt portfolio.

    2003 Compared to 2002

    Other operation and maintenance expenses increased primarily due to voluntary severance accrualsto:

    The increase was partially offset by a decrease of $5.6 million in payroll, payroll-related, and benefit costs and a decrease of $5.6 million due to a change in the accounting treatment of a gas storage facility which is included in fuel expense in 2007.

    Decommissioning expense

    Taxes other than income taxes decreased primarily due to lower Louisiana local franchise taxes primarily due to lower gross revenues in 2007.

    Other income increased primarily due to interest earned on money pool investments.

    Interest and other charges increased primarily due to the implementationincrease in long-term debt outstanding as a result of SFAS 143. the issuance of securitization bonds during the second quarter 2007. See Note 5 to the financial statements herein for details of the securitization bond issuance.

    2006 Compared to 2005

    Other operation and maintenance expenses increased primarily due to:

    The increase in decommissioning expense was partially offset by increasesa decrease of $5.8 million due to a planned decrease in vegetation maintenance.

    254

    Taxes other regulatory credits and interest and dividendthan income and has no effect on net income.

    Depreciation and amortization expenses decreasedtaxes increased primarily due to decreased rates associated with the assumed life extension of River Bend, partially offset by higher depreciation due to an increase in plant in service. The decrease in depreciation related to the assumed license extension of River Bend has a minimal impact on net income because it was offset by the January 2003 base rate decrease discussed in "Net Revenue" above.

    Other income decreasedLouisiana local franchise taxes primarily due to higher gross revenues in 2006 and lower franchise taxes in 2005 due to the abeyed River Bend plant cost accrual discussed above.refund to customers in 2005.

    Interest expense on long-term debt

    Other income increased primarily due to the issuanceaccrual of $340$24 million of First Mortgage Bonds in November 2002, $600 million in June 2003, and $440 million in July 2003, partially offsetcarrying charges through December 31, 2006 on hurricane reconstruction costs approved by the retirementPUCT. The PUCT approval and the securitization filing for the recovery of $293 millionreconstruction costs are discussed above under "Storm Costs Recovery Filings with Retail Regulators".

    Interest and other charges increased primarily due to the increase in long-term debt outstanding as a result of First Mortgage Bonds in March 2003the funding of the storm restoration costs resulting from Hurricanes Katrina and $745 million in the third quarter of 2003.Rita.

    Income Taxes

    The effective income tax rates for 2004, 2003, and 2002 were 36.0%39.1%, 21.3%33.6%, and 27.5%,34.8% for 2007, 2006, and 2005, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate.  Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

    2004

    2003

    2002

    2007

    2006

    2005

    (In Thousands)

    (In Thousands)

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

    $206,030 

    $318,404 

    $123,728 

    Cash and cash equivalents at beginning of period

    $180,381 

    $25,373 

    $6,974 

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Operating activities

    649,458 

    425,963 

    500,654 

    Operating activities

    560,740 

    782,103 

    61,993 

    Investing activities

    (389,344)

    (446,639)

    (351,456)

    Investing activities

    (801,499)

    (406,469)

    (577,859)

    Financing activities

    (459,170)

    (91,698)

    45,478 

    Financing activities

    168,414 

    (220,626)

    534,265 

    Net increase (decrease) in cash and cash equivalents

    (199,056)

    (112,374)

    194,676 

       Net increase (decrease) in cash and cash equivalents

    (72,345)

    155,008 

    18,399 

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

    $6,974 

    $206,030 

    $318,404 

    Cash and cash equivalents at end of period

    $108,036 

    $180,381 

    $25,373 

    Operating Activities

    Cash flow from operations increased $223.5decreased $221.4 million in 20042007 compared to 20032006 primarily due to money pool activity. Decreased vendor payments, increasedthe timing of the collection of receivables from customers, decreased recovery of deferred fuel costs, and lower interest payments also contributed to the increase.

    In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $674 million deduction for Entergy Gulf States on Entergy's 2003 income tax return. There was no cash benefit from the method change in 2003. In 2004 Entergy Gulf States realized $69 million in cash tax benefit from the method change. This tax accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit.  As of December 31, 2004, Entergy Gulf States has a net operating loss (NOL) carryforward for tax purposes of $447.5 million, principally resulting from the change in tax accounting method related to cost of goods sold.  If the tax accounting method change is sustained, Entergy Gulf States expects to utilize the NOL carryforward through 2006.

    Cash flow from operations decreased $74.7 million in 2003 compared to 2002 primarily due to money pool activity, higher working capital needs, and increased vendor payments in 2003 relating to storm expense accruals in late-2002.refunds. The decrease was partially offset by the timing of payments to vendors.

    Cash flow from operations increased $720.1 million in 2006 compared to 2005 primarily due to:

    In the first quarter 2006, Entergy Corporation received an income tax refund as a result of net operating loss carryback provisions contained in the Gulf Opportunity Zone Act of 2005. In accordance with Entergy's intercompany tax allocation agreement, in April 2006 Entergy Corporation distributed $23 million of the refund to Entergy Gulf States' receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:States, Inc.

    2004

     

    2003

     

    2002

     

    2001

    (In Thousands)

     

     

     

     

     

     

     

    ($59,720)

     

    $69,354

     

    $18,131

     

    $27,665

    Money pool activity provided $129.1 million of Entergy Gulf States' operating cash flows in 2004, used $51.2 million in 2003, and provided $9.5 million in 2002. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

    255

    Investing Activities

    Net cash used in investing activities increased $395 million in 2007 compared to 2006 primarily due to the cash allocated to Entergy Texas in the jurisdictional separation transaction. Money pool activity also contributed to the increase in cash used.

    Net cash used in investing activities decreased $57.3$171.4 million in 20042006 compared to 20032005 primarily due to the maturity in 2004 of $23.6 million of other temporary investments that had been made in 2003, which provided cash in 2004. Also contributing to the decrease was a $27.2 million decrease in under-recovered fuel and purchased power expenses of $138.9 million in the Texas jurisdiction that have been deferred and are expected to be collected over a period greater than twelve months.months and money pool activity. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

    Net cash used in investing activities increased $95.2 million in 2003 compared to 2002 primarily due to an increase of $23.6 million in other temporary investments in 2003 compared to the maturity of $44.6 million of other temporary investments that provided cash in 2002. The increase was also due to an increase of $37.7 million in under-recovered fuel and purchased power expenses in Texas that have been deferred and are expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

    Financing Activities

    NetFinancing activities provided cash used in financing activities increased $367.5of $168.4 million in 20042007 compared to 2003using cash of $220.6 million in 2006 primarily due to the issuance of $329.5 million in securitization bonds in 2007 and a decrease of $115.4 million in common equity distributions. See Note 5 to the financial statements for details of the securitization bond issuance.

    Financing activities used cash of $220.6 million in 2006 compared to providing cash of $534.3 million in 2005 primarily due to the following:

    Entergy Gulf States used $91.7 millionThe use of cash in financing activities in 2003 compared to providing $45.5 million of cash in 2002 primarily due to the net reduction of $15.4 million of long-term debt in 2003 compared to the net issuance of $143.4 million of long-term debt in 2002. The increase in cash used in financing activities was partially offset by a decrease of $23.1 million in common stock dividends paid.money pool activity.

    See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

    Uses of

    Capital Structure

    Entergy Gulf States Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital for Entergy Gulf States Louisiana in 2007 is the result of the decrease in equity caused by the jurisdictional separation. In addition, the calculation below does not reduce the debt by the $1.1 billion of debt assumed by Entergy Texas because Entergy Gulf States Louisiana remains primarily liable on the debt.

     

     

    December 31,
    2007

     

    December 31,
    2006

     

     

     

     

     

    Net debt to net capital

     

    64.4%

     

    50.1%

    Effect of subtracting cash from debt

     

    1.0%

     

    1.9%

    Debt to capital

     

    65.4%

     

    52.0%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, preferred membership interests with sinking fund, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Gulf States Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Gulf States Louisiana's financial condition.

    Uses of Capital

    Entergy Gulf States Louisiana requires capital resources for:

    256

    Following are the amounts of Entergy Gulf States'States Louisiana's planned construction and other capital investments, existing debt and lease obligations (includes estimated interest payments), and other purchase obligations:

    2005

     

    2006-2007

     

    2008-2009

     

    after 2009

     

    Total

    2008

     

    2009-2010

     

    2011-2012

     

    after 2012

     

    Total

    (In Millions)

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    capital investment (1)

    $275

     

    $505

     

    N/A

     

    N/A

     

    $780

    $271

     

    $257

     

    N/A

     

    N/A

     

    $528

    Long-term debt

    $98

     

    -

     

    $550

     

    $1,341

     

    $1,989

    $796

     

    $712

     

    $508

     

    $1,262

     

    $3,278

    Operating leases

    $27

     

    $41

     

    $19

     

    $115

     

    $202

    $12

     

    $30

     

    $15

     

    $73

     

    $130

    Purchase obligations (2)

    $164

     

    $78

     

    $6

     

    $21

     

    $269

    $105

     

    $152

     

    $42

     

    $59

     

    $358

    Other long-term liabilities

    $3

     

    $7

     

    $7

     

    -

     

    $17

    Nuclear fuel lease obligations (3)

    $33

     

    $38

     

    N/A

     

    N/A

     

    $71

    $29

     

    $82

     

    N/A

     

    N/A

     

    $111

    (1)

    Includes approximately $210$115 to $220$150 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

    Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For Entergy Gulf States Louisiana, it primarily includes unconditional fuel and purchased power obligations.

    (3)

    It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each caseEntergy Gulf States Louisiana must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

    In addition to thesethe contractual obligations given above, Entergy Gulf States Louisiana expects to contribute $18.9$37.7 million to its pension plans and $14.3$7.1 million to other postretirement plans in 2005.2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Gulf States Louisiana's pension contributions in the future. Also in addition to the contractual obligations, Entergy Gulf States Louisiana has $185.0 million of unrecognized tax benefits and interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

    The planned capital investment estimate for Entergy Gulf States Louisiana reflects capital required to support existing business and customer growth. In January 2007, Entergy Gulf States Louisiana signed an agreement to purchase the Calcasieu Generating Facility, a 322 MW power plant, from Dynegy Inc., for approximately $57 million. The facility is a simple-cycle gas-fired generating facility located near the city of Sulphur in southwestern Louisiana. Units 1 and 2 of the facility entered commercial service in 2000 and 2001, respectively. Entergy Gulf States Louisiana plans to invest approximately $6 million in facility upgrades at the Calcasieu generating facility with transaction costs estimated at $3 million, bringing the total capital cost of the project to approximately $66 million. The FERC and the LPSC have approved the acquisition, and Entergy Gulf States Louisiana expects to complete the acquisition in March 2008.

    Entergy's Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. Management provides more information on long-term debt and preferred stockmembership interest maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    In addition to the purchase obligations presented in the table above,

    As an indirect, wholly-owned subsidiary of Entergy Corporation, Entergy Gulf States expects to have an obligation to purchase power from the Perryville power plant. In January 2004, Entergy Louisiana signed a definitive agreement to acquire the 718 MW Perryville power plant for $170 million. The agreement has subsequently been amended to allow the current plant owner to retain the interconnection facilities associated with the plant, resulting in a decrease in the acquisition price to $162 million. As a result of the amended terms, the FERC issued an order in October 2004 disclaiming jurisdiction over the acquisition. This order currently is subject to rehearing by the FERC. The plant is owned by a subsidiary of Cleco Corporation, which subsidiary submitted a bid in response to Entergy's Fall 2002 request for proposals for supply-side resources. The signing of the agreement followed a voluntary Chapter 11 bankruptcy filing by the plant's owner. Entergy expects that Entergy Louisiana will own 100 percent of the Perryville plant, and that Entergy Louisiana will sell 75 percent of the output to Entergy Gulf States under a long-term cost-of-service power purchase agreement. In addition, Entergy Louisiana and Entergy Gulf States executed an interim power purchase agreement with the plant's owner through the date of the acquisition's closing (as long as that occurs by December 2005) for 100 percent of the output of the Perryville power plant. In April 2004, the bankruptcy court approved Entergy Louisiana's agreement to acquire the plant. In March 2004, Entergy Gulf States and Entergy Louisiana filed with the LPSC for its approval of the acquisition and long-term cost-of-service power purchase agreement. Entergy is seeking approval from the LPSC of cost recovery for the acquisition, giving consideration to the need for the power and the prudence of Entergy Louisiana and Entergy Gulf States in engaging in the transaction. Hearings are scheduled for March 2005. Assuming regulato ry approval by the LPSC, Entergy Louisiana expects the Perryville acquisition to close in mid-2005.

    As a wholly-owned subsidiary, Entergy Gulf States pays dividends to Entergy Corporationdistributions from its earnings at a percentage determined monthly. Entergy Gulf States is restricted byLouisiana's long-term debt indentures incontain restrictions on the payment of cash dividends or other distributions on its common and preferred stock. Currently, all of Entergy Gulf States' retained earnings are available for distribution.membership interests.

    257

    Sources of Capital

    Entergy Gulf States'States Louisiana's sources to meet its capital requirements include:

    The following table lists First Mortgage Bonds issued by

    Entergy Gulf States in 2004:

    Issue Date

    Description

    Maturity

    Amount

    (In Thousands)

    October 2004

    4.875% Series

    November 2011

    $200,000 

    November 2004

    Libor + 0.4% Series

    December 2009

    225,000 

    November 2004

    5.6% Series

    December 2014

    50,000 

    $475,000 

    The following table lists First Mortgage Bonds retired by Entergy Gulf States in 2004:

    Retirement Date

    Description

    Maturity

    Amount

    (In Thousands)

    April 2004

    8.25% Series

    April 2004

    $292,000 

    December 2004

    Libor + 0.9% Series

    June 2007

    275,000 

    December 2004

    5.2% Series

    December 2007

    200,000 

    $767,000 

    Entergy Gulf StatesLouisiana may refinance or redeem debt and preferred stockequity/membership interests prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

    In addition, in September 2004, Entergy Gulf States purchased its $62 million 5.65% Series tax-exempt bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time.

    All debt and common and preferred stockequity/membership interest issuances by Entergy Gulf States Louisiana require prior regulatory approval. Preferred stockequity/membership interest and debt issuances are also subject to issuance tests set forth in its corporate charter, bond indentures, and other agreements. Entergy Gulf States Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

    Borrowings and securities issuances by Entergy Gulf States, are limited to amounts authorized by the SEC. The current short-term borrowing limitation, including borrowings under the money pool, is $340 million. Under its SEC Orders and without further SEC authorization, Entergy Gulf States cannot incur additional indebtedness or issue other securities unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b)Inc. filed with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securitiesFERC an application, on behalf of Entergy Gulf States (other than itsLouisiana, for authority from the end of 2007 through March 31, 2010 to issue up to $200 million of short-term debt, up to $500 million of tax-exempt bonds and up to $750 million of other long-term securities, including common and preferred stock),membership interests and long-term debt. On November 8, 2007 the FERC issued orders granting the requested authority for a two-year period from November 8, 2007.

    Entergy Gulf States Louisiana's receivables from or (payables to) the money pool were as wellfollows as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade. December 31 for each of the following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

     

     

     

     

     

     

     

    $55,509

     

    $75,048

     

    $64,011

     

    ($59,720)

    See Note 4 to the domestic utility companies and System Energy financial statements for further discussiona description of the money pool.

    In August 2007, Entergy Gulf States' short-term borrowing limits.States, Inc. entered into a $200 million, 5-year bank credit facility, with the ability to issue letters of credit against the facility. The credit agreement requires the borrower to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the amount of debt assumed by Entergy Texas is excluded from debt and capitalization in calculating the debt ratio. The facility has a variable interest rate that would be approximately 5.025% on borrowings under the facility, and has a facility fee that is currently 0.125% of the commitment amount. The facility fee and interest rate can fluctuate depending on the borrower's senior unsecured debt ratings. As of December 31, 2007, the Entergy Gulf States, Inc. credit facility split into two separate credit facilities, a $100 million credit facility available to Entergy Gulf States Louisiana and a $100 million credit facility for Enter gy Texas, each on the same terms as the Entergy Gulf States, Inc. facility. The Entergy Texas facility is expected to become available in March 2008 after the fulfillment of certain closing conditions.There were no borrowings or letters of credit outstanding under either of the facilities.

    On November 20, 2007, Entergy Gulf States, Inc. terminated its previously existing $2 million credit facility.

    At December 31, 2007, Entergy Gulf States Louisiana had outstanding 100,000 units of no par value 8.25% Series Preferred Membership Interests that were initially issued by Entergy Gulf States, Inc. as preference stock. The preference shares were converted into the preferred units as part of the jurisdictional separation. The distributions are cumulative and payable quarterly beginning March 15, 2008. The preferred membership interests are redeemable on or after December 15, 2015, at Entergy Gulf States Louisiana's option, at the fixed redemption price of $100 per unit.

    258

    In December 2007, Entergy Gulf States, Inc. redeemed all outstanding shares of the following series of preferred stock:

    Series of Entergy Gulf States Louisiana Preferred Stock

    Redemption Price Per Share

    4.50% Preferred Stock, Cumulative, $100 par value

    $105.00

    4.40% Preferred Stock, Cumulative, $100 par value

    $108.00

    4.40% Preferred Stock, Cumulative, $100 par value

    $103.00

    4.20% Preferred Stock, Cumulative, $100 par value

    $102.818

    4.44% Preferred Stock, Cumulative, $100 par value

    $103.75

    5.00% Preferred Stock, Cumulative, $100 par value

    $104.25

    5.08% Preferred Stock, Cumulative, $100 par value

    $104.63

    4.52% Preferred Stock, Cumulative, $100 par value

    $103.57

    6.08% Preferred Stock, Cumulative, $100 par value

    $103.34

    7.56% Preferred Stock, Cumulative, $100 par value

    $101.80

    Adjustable Rate A Preferred Stock, Cumulative, $100 par value

    $100.00

    Adjustable Rate B Preferred Stock, Cumulative, $100 par value

    $100.00

    Significant Factors and Known Trends

    State and Local Rate Regulation

    The rates that Entergy Gulf States Louisiana charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Gulf States Louisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC is primarily responsible for approval of the rates charged to customers.

    Retail Rates - Electric

    In May 2007, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2006 test year. The filing reflected a 10.0% return on common equity, which is within the allowed earnings bandwidth, and an anticipated formula rate plan decrease of $23 million annually attributable to adjustments outside of the formula rate plan sharing mechanism related to capacity costs and the anticipated securitization of storm costs related to Hurricane Katrina and Hurricane Rita and the securitization of a storm reserve. In September 2007, Entergy Gulf States Louisiana modified the formula rate plan filing to reflect a 10.07% return on common equity, which is still within the allowed bandwidth. The modified filing also reflected implementation of a $4.1 million rate increase, subject to refund, attributable to recovery of additional LPSC-approved incremental deferred and ongoing capacity costs. The rate decrease anticipated in the original filing did not occur because of the additional capacity costs approved by the LPSC, and because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. Entergy Gulf States Louisiana is currently exploring its securitization options. In October 2007, Entergy Gulf States Louisiana implemented a $16.4 million formula rate plan decrease that is due to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff issued its final report in December 2007, indicating a $1.6 million decrease in formula rate plan revenues for which interim rates were already in effect. In addition, the LPSC staff recommended that the LPSC give a one-year extension of Entergy Gulf States Louisiana's formula rate plan to synchronize with the final year of Entergy Louisiana's formula rate plan, or alternatively, to extend the formula rate plan for a longer period. Entergy Gulf States Loui siana indicated it is amenable to a one-year extension. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place.

    In May 2006, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Gulf States Louisiana modified the filing in August 2006 to reflect an 11.1% return on common equity which is within the allowed bandwidth. The modified filing includes a formula rate plan increase of $17.2 million annually that provides for 1) interim recovery of $10.5 million of storm costs from Hurricane Katrina and Hurricane Rita and 2) recovery of $6.7 million of LPSC-approved incremental deferred and ongoing capacity costs. The increase was implemented with the first billing cycle of September 2006. In May 2007 the LPSC approved a settlement between Entergy Gulf States Louisiana and the LPSC staff, affirming the rates that were implemented in September 2006.

    259

    In June 2005, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. In March 2006, the LPSC approved an uncontested stipulated settlement that included a revenue requirement increase of $36.8 million, including increases related to the formula rate plan 2004 test year revenue requirement and the capacity costs associated with the purchase of power from the Perryville power plant.

    In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States Louisiana and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers of Entergy Gulf States Louisiana and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The credits were issued to customers in connection with April 2005 billings. The net income effect of $48.6 million for Entergy Gulf States Louisiana and $8.6 million for Entergy Louisiana was recognized primarily in 2004 when Entergy Gulf States Louisiana and Entergy Louisiana recorded provisions for the expected outcome of the proceeding. The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States Louisiana that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States Louisiana to recover i ncremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States Louisiana. Entergy Gulf States Louisiana made its initial formula rate plan filing in June 2005. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States Louisiana.

    Retail Rates - Gas

    In June 2005, the LPSC approved a rate stabilization plan with an ROE mid-point of 10.5%. 

    In January 2008, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2007.  The filing showed a revenue deficiency of $3.7 million based on a return on common equity mid-point of 10.5%.

    In January 2007, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2006.  The filing showed a revenue deficiency of $3.5 million based on a return on common equity mid-point of 10.5%.  In March 2007, Entergy Gulf States Louisiana filed a set of rate and rider schedules that reflected all proposed LPSC staff adjustments and implemented a $2.4 million base rate increase effective with the first billing cycle of April 2007 pursuant to the rate stabilization plan.

    In January 2006, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan. The filing showed a revenue deficiency of $4.1 million based on an ROE mid-point of 10.5%. In May 2006, Entergy Gulf States Louisiana implemented a $3.5 million rate increase pursuant to an uncontested agreement with the LPSC Staff.

    Transition to Retail Competition

    Texas

    As ordered by the PUCT, in January 2003, Entergy Gulf States filed its proposal for an interim solution (retail open access without a FERC-approved RTO), which among other elements, included:

    After considering the proposal, in an April 2003 order the PUCT set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities included initiating a proceeding to certify an independent organization to administer market protocols and ensure nondiscriminatory access to transmission and distribution systems.

    In July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts to develop an interim solution for retail open access in Entergy Gulf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties have appealed the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding.

    In February 2005, bills were submitted in the Texas Legislature that would clarify that Entergy Gulf States is no longer subject to a rate freeze and specify that retail open access will not commence in Entergy Gulf States' Texas service territory until the PUCT certifies a power region.

    Louisiana

    In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study fundedperformed by certain industrial customersthe Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such asstranded costs and transmission service. Comments from interested parties were filed with the LPSC on January 14,in Janua ry 2005. The LPSC has not established a proced ural framework for consideration of the comments. At this time, it is not certain what further action, if any, the LPSC might take in response to the information it received.

    Jurisdictional Separation Plan

    Pursuit of Entergy Gulf States' business separation plan mandated by Texas law in connection with retail open access in the Texas service territory has been complicated by the existence of retail operations in Louisiana subject to the jurisdiction of the LPSC. During the course of Entergy Gulf States' retail open access proceedings with the PUCT, the LPSC has been holding independent proceedings concerning the proposed separation of Entergy Gulf States' business. Unlike the plan filed with the PUCT in 2000 (and amended through 2001), discussed below, to separate Entergy Gulf States' Texas generation, transmission, distribution, and retail electric functions into separate companies, the investigation recently initiated in the LPSC proceedings is evaluating a jurisdictional split of Entergy Gulf States into a Louisiana company and a Texas company. In a statusA technical conference was held in September 2004 before an ALJ,April 2005 and in May 2005 interested parties filed reply comments to arguments made at the LPSC staff assertedtechnical conference. Entergy stated that uncertainty with respect toit believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail open access in Texas shouldis not control whether or when the LPSC should require the jurisdictional separation of Entergy Gulf States and recommended that an investigation concerning the proposed jurisdictional separation proceed. Entergy Gulf States submitted a preliminary methodology developed by Entergy for the jurisdictional separation of Entergy Gulf States if the regulators should determine that a jurisdictional separation is in the public interest. Although it contains many components that are similar to those set forth in the business separation plan filed with the PUCT, the preliminary methodology filed with the LPSC provides for the separation of Entergy Gulf States into a Louisiana vertically integrated utility company and a Texas vertically integrated utility company; rather than the separation of Entergy Gulf States' Texas generation, transmission, distribution, and retail electric functions into separate companies as is envisioned in the plan filed with the PUCT. A procedural schedule was established in the status conference that sets discovery through February 2005, testimony through the first half of June 2005, and a hearing beginning later in June 2005. Approvals of the FERC, the SEC, the PUCT, and the NRC may also be required for certain matters before any implementation of the jurisdictional separation of Entergy Gulf States.

    260

    Federal Regulation

    Business Separation Plan under the Texas Retail Open Access Law

    Entergy Gulf States' business separation plan for Texas retail open access developed pursuant to the Texas restructuring law provides for the separation of its generation, transmission, distribution, and retail electric functions into separate companies. It has been amended during the course of various PUCT and LPSC proceedings and is subject to further change and regulatory proceedings. Entergy Gulf States filed the business separation plan with the PUCT in January 2000 and amended that plan in June and November 2000 and January 2001. In July 2000, the PUCT approved the amended business separation plan in an interim order. In December 2001, the PUCT abated the proceeding and indicated it will consider a final order in a timely manner consistent with a settlement agreement delaying retail open access. The outcome of the LPSC proceedings described below, which have resulted in amendments to the plan beyond what was approved by the PUCT, have been and will continue to be reported to the PUCT and the Office of Public Utility Counsel and may require additional PUCT action before the business separation plan could become final.

    The LPSC opened a docket to identify the changes in corporate structure and operations of Entergy Gulf States, and their potential impact on Louisiana retail ratepayers, resulting from restructuring in Texas. In those proceedings, Entergy Gulf States and the LPSC staff reached a settlement on certain Texas business separation plan issues, and after a May 2001 hearing, the LPSC issued an interim order in July 2001 approving the settlement. In July 2001, Entergy Gulf States and the LPSC Staff completed an additional settlement on business separation plan issues relating to the separation of Texas distribution and transmission. A hearing on the distribution and transmission settlement was held and the LPSC approved the settlement in September 2001. Issues related to the separation of generation are still unresolved.

    The plan approved by the LPSC in September 2001 provides that Entergy Gulf States will be separated into the following principal companies if retail open access were to commence in Texas:

    Pursuant to the LPSC-approved plan, Entergy Gulf States-Louisiana would:

    System Agreement Proceedings

    The domestic utility companies historically have engaged

    See "System Agreement Proceedings" in the coordinated planning, construction,"Significant Factors and operationKnown Trends" section of generatingEntergy Corporation and transmission facilities underSubsidiaries Management's Discussion and Analysis for discussion of the terms of an agreement calledproceeding at the System Agreement that has been approved by the FERC. LitigationFERC involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questionsother related proceedings.

    Transmission

    See "Independent Coordinator of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues.

    In February 2004, a FERC ALJ issued an Initial DecisionTransmission" in the LPSC-initiated proceeding at the FERC. The Initial Decision decided some issues in favor of the relief sought by the LPSC,"Significant Factors and decided some issues against the relief sought by the LPSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groupsKnown Trends" section of Entergy customers; the numerical standards proposed in the Initial Decision are arbitraryCorporation and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costsSubsidiaries Management's Discussion and Analysis for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.further discussion.

    If the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility compan ies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

    An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu duri ng the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:


    Range of Annual Payments
    or (Receipts)

    Average Annual
    Payments or (Receipts)
    for 2005-2009 Period

    (In Millions)

    (In Millions)

    Entergy Arkansas

    $154 to $281 

    $215                

    Entergy Gulf States

    ($130) to ($15)

    ($63)               

    Entergy Louisiana

    ($199) to ($98)

    ($141)

    Entergy Mississippi

    ($16) to $8 

    $1                 

    Entergy New Orleans

    ($17) to ($5)

    ($12)               

    Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy Gulf States does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operation.

    In February 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas filed testimony in response to the APSC's Order of Investigation. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; an d states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

    In April 2004, the APSC commenced the investigation into Entergy Louisiana's Vidalia purchased power contract and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC. Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

    In April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under a March 2003 rate case settlement are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as t he named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption. In February 2005, the state court issued an oral decision dismissing the City Council's claims for lack of subject matter jurisdiction and prematurity.

    The LPSC instituted a companion ex-parte System Agreement investigation to litigate several of the System Agreement issues that the LPSC is litigating before the FERC in the previously discussed System Agreement proceeding. This companion proceeding will require the LPSC to interpret various provisions of the System Agreement, including those relating to minimum-run and must-run units, the propriety of the methods used for billing and dispatch on the Entergy System, and the use of a rolling, twelve-month average of system peaks for allocating certain costs. In addition, by this companion proceeding the LPSC is questioning whether Entergy Louisiana and Entergy Gulf States were prudent for not seeking changes to the System Agreement previously, so as to lower costs imposed upon their ratepayers and to increase costs imposed upon ratepayers of other domestic utility companies. The LPSC staff has filed testimony suggesting that the remedy for the alleged imprudence of Entergy Louisiana and Entergy Gulf States should be a reduction in allowed rate of return on common equity of 100 basis points. The domestic utility companies have challenged the propriety of the LPSC's litigating System Agreement issues. Nevertheless, on January 16, 2002 the LPSC affirmed a decision of its ALJ upholding the LPSC staff's right to litigate System Agreement issues at the LPSC, rather than before the FERC. The procedural schedule is suspended at this time and an evidentiary hearing is not scheduled. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is preempted by federal law from reviewing and interpreting FERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and reve rsed the decisions of the LPSC and the Louisiana Supreme Court.

    Transmission

    In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs.

    In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity (Independent Coordinator of Transmission or ICT) to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposed to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the implementation of the proposed weekly procurement process (WPP). The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

    Entergy also proposed to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC, and any party contesting such determination, including Entergy, would be required to seek review at the FERC. Several technical conferences regarding the ICT proposal, or various components thereof, were held in 2004. Entergy has also responded to discovery requests that resulted from these conferences.

    In January 2005, Entergy filed a petition for declaratory order with the FERC requesting that the FERC provide guidance on two important issues: (1) whether the functions performed by the ICT will cause it to become a "public utility" under the Federal Power Act or the "transmission provider" under Entergy's open access transmission tariff; and (2) whether Entergy's transmission pricing proposal, as administered by the ICT, satisfies the FERC's transmission pricing policy. The petition also indicates that, subject to the outcome of the petition and obtaining support of Entergy's retail regulators, Entergy would be willing to have the ICT perform the following additional functions: (a) grant or deny requests for transmission service; (b) calculate available flowgate capacity; (c) administer Entergy's OASIS; and (d) perform an enhanced planning function (integrating the plans of Entergy and other potential transmission owners to identify regional synergies.) Comments and interventions on the petition were filed by market participants and retail regulators on February 4, 2005. In their individual comments, the APSC, LPSC, and City Council supported Entergy's position that the ICT would not become a "public utility" or "transmission provider" and that the transmission pricing proposal satisfies the FERC's transmission pricing policy. Certain other parties urged the FERC to reject the petition for declaratory order or, in the alternative, that the FERC assert jurisdiction over the ICT and determine that Entergy's proposed pricing policy is inconsistent with FERC's current pricing policy. FERC action on the petition is expected during the first half of 2005.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Additionally, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. A hearing on the transmission pricing aspects of the ICT proposal is scheduled for May 2005, with a separate hearing on the WPP portion o f the proposal currently scheduled for August 2005.

    Interconnection Orders

    The domestic utility companies (except Entergy New Orleans) are currently defendants to several complaints and rehearing requests before the FERC in which independent generation entities (GenCos) are seeking a refund of monies that the GenCos had previously paid to the Entergy companies for facilities necessary to connect their generation facilities to Entergy's transmission system. The FERC has issued initial orders in response to two of the complaints and in certain other dockets ordering Entergy to refund approximately $100 million in expenses and tax obligations previously paid by the GenCos, including $28 million for Entergy Gulf States. The refunds will be

    See "Interconnection Orders" in the form"Significant Factors and Known Trends" section of transmission credits that will be utilized over time as the GenCos take transmission service from Entergy. To the extent the Entergy companies are ordered to provide such refunds, these costs will qualifyCorporation and Subsidiaries Management's Discussion and Analysis for inclusion in the Entergy companies' rates. The recovery of these costs is not automatic, however, especially at the retail level, where the majority of the cost recovery would occur. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed and have the affected interconnection agreements reinstated as agreed to originally by the generators.further discussion.

    Available Flowgate Capacity Proceeding

    On December 17, 2004, the FERC issued an order initiating a hearing and investigation concerning the justness and reasonableness of the

    See "Available Flowgate Capacity (AFC) methodology,Proceeding" in the methodology used to evaluate short-term transmission service requests"Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    Energy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion, including a discussion of the implications of repeal of PUHCA 1935 and ongoing FERC regulation under the domestic utility companies' open access transmission tariff,Federal Power Act.

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and establishing a refund effective date. In its order, the FERC indicated that although it "appreciates that Entergy is attempting to explore ways to improve transmission access on its system," it believed that an investigation was warranted to gather more evidence in light of the concerns raised by certain transmission customers and certain issues raised in a FERC audit report finding errors and problems with the predecessor methodology used by Entergy for evaluating short-term transmission requests, the Generator Operating Limits methodology. The FERC order indicates that the investigation will include an examination of (i) Entergy's implementation of the AFC program, (ii) whether Entergy's implementation has complied with prior FERC orders and open access transmission tariff provisions addressing the AFC program, and (iii) whether Entergy's provision of access to short-term transmission on its transmission system was just, reasonable, and not unduly discriminatory.

    Entergy has submitted an Emergency Interim Request for Rehearing requesting the FERC to defer the hearing process and instead proceed initially with an independent audit of the AFC program and the expansion of the current process involving other market participants to address a broader range of issues. Entergy believes that this type of approach is a more efficient and effective mechanism for evaluating the AFC program. Following the completion of the independent audit and process involving other market participants, the FERC could determine whether other procedural steps are necessary. The FERC has not yet ruled on the Emergency Interim Request for Rehearing submitted by Entergy.

    Entergy believes that it has complied with the provisions of its open access transmission tariff, including the provisions addressing the implementation of the AFC methodology; however, the ultimate scope of this proceeding cannot be predicted at this time. A hearingLouisiana participate in the AFC proceeding is currently scheduled to commenceCentral Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in August 2005.

    State and Local Rate Regulatory Risks

    The rates thatearly 1988, Entergy Arkansas, Entergy Gulf States, chargesInc. and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebra ska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its services are an important item influencing its financial position, resultsgood faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of operations, and liquidity.$151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, is closely regulatedInc. and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the rates chargedCompact distributed from the settlement proceeds $23.6 million to its customers are determinedEntergy Arkansas, $19.9 million to Entergy Gulf States, Inc., and $19.4 million to Entergy Louisiana.The proceeds were first applied to the e xisting regulatory asset, with the remainder causing an increase in regulatory proceedings, except for a portionpre-tax earnings in 2005 of its operations. Governmental agencies, the LPSC$16.7 million at Entergy Gulf States, Inc.

    Industrial and the PUCT, are primarily responsible for approval of the rates charged to customers.Commercial Customers

    Entergy Gulf States is operating in Texas under the terms of a December 2001 settlement agreement approved by the PUCT. The settlement provided for a base rate freeze that has remained in effect during the delay in the implementation of retail open access in Entergy Gulf States' Texas service territory. In view of the PUCT order in July 2004 to further delay retail open access in the Texas service territory, Entergy Gulf States filed a retail electric rate case and fuel reconciliation proceeding with the PUCT in August 2004 seeking the following:

    In addition, Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case sought to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case and fuel reconciliation proceeding indicating that Entergy Gulf States is still subject to a rate freeze based on an agreement, approved by PUCT order in 2001, stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory, unless the rate freeze is lifted by the PUCT prior thereto. Entergy Gulf States believes the PUCT has misinterpreted the settlement and has appealed the PUCT order to the Travis County District Court and intends to pursue other available remedies.

    Dismissal of Entergy Gulf States' rate case does not preclude it from seeking recovery of the transition to competition costs when the rate freeze is no longer in effect. Similarly, the dismissal of the rate case does not preclude Entergy Gulf States from seeking the reconciliation of fuel and purchased power costs of $288 million for the period September 2003 through March 2004 when, at the appropriate time, similar costs are reconciled in the future. As discussed above, in February 2005, bills were submitted in the Texas Legislature that would clarify that Entergy Gulf States is no longer subject to a rate freeze and specify that retail open access will not commence in Entergy Gulf States' Texas service territory until the PUCT certifies a power region.

    In September 2004, the LPSC consolidated various dockets that were the subject of settlement discussions between the LPSC staff and Entergy Gulf States and Entergy Louisiana. The LPSC directed its staff to continue the settlement discussions and submit any proposed settlement to the LPSC for its consideration. In January 2005, Entergy Gulf States and Entergy Louisiana filed testimony with the LPSC in support of a proposed settlement that currently includes an offer to refund $76 million to Entergy Gulf States' Louisiana customers, with no immediate change in current base rates. If the LPSC approves the proposed settlement, Entergy Gulf States will be regulated under a three-year formula rate plan that, among other provisions, establishes a ROE mid-point of 10.65% and permits Entergy Gulf States to recover incremental capacity costs without filing a traditional base rate proceeding. The settlement resolves all issues in, and will result in the dismissal of, Entergy Gulf States' four th, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for both Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, and a docket concerning retail issues arising under the Entergy System Agreement. The settlement does not include the System Agreement case pending at FERC. The LPSC has solicited comments on the proposed settlement from the parties to the various proceedings at issue in the proposed settlement. The proposed settlement is scheduled to be presented to the LPSC for consideration on March 23, 2005. Refer to Note 2 to the domestic utility and System Entergy financial statements for details of the proceedings included in the proposed settlement.

    In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its gas base rates and charges seeking an increase of $9.1 million. Entergy Gulf States also is seeking approval of certain proposed rate design, rate schedule, and policy changes. Discovery is underway, and a decision is expected during the third quarter of 2005.

    In addition to rate proceedings, Entergy Gulf States' fuel costs recovered from customers are subject to regulatory scrutiny. Entergy Gulf States' retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    Industrial, Commercial, and Wholesale Customers

    Entergy Gulf States'Louisiana's large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Gulf States'States Louisiana's industrial customer base. Entergy Gulf States Louisiana

    261

    responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Despite these actions, Entergy Gulf States expects to lose one large industrial customer to cogeneration in 2005. Current sales to that customer account for approximately $12 million of Entergy Gulf States' net revenue annually. Entergy Gulf StatesLouisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers. Entergy Gulf States Louisiana does not currently expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Gulf States'States Louisiana's marketing efforts in retaining industrial customers.

    Market and Credit Risks

    Nuclear Matters

    Entergy Gulf States has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

    Entergy Gulf States' nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires Entergy Gulf States to maintain trusts to fund the costs of decommissioning River Bend. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the River Bend trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8, and 12 to the domestic utility companies and System Energy financial statements.

    Nuclear Matters

    Entergy Gulf StatesLouisiana owns and operates, through an affiliate, the River Bend nuclear power plant. Entergy Gulf States Louisiana is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, regulatory requirement changes, including changes resulting from events at other plants, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of River Bend, Entergy Gulf States Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    Environmental Risks

    Entergy Gulf States'States Louisiana's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Gulf States Louisiana is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

    Litigation Risks

    The states of Louisiana and Texas in which Entergy Gulf States operates have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy Gulf States uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment in these states poses a business risk.

    Critical Accounting Estimates

    The preparation of Entergy Gulf States'States Louisiana's financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and the potential for future changes in the assumptions and measurements that could produce estimates that would have a material effect on the presentation of Entergy Gulf States'States Louisiana's financial position or results of operations.

    Nuclear Decommissioning Costs

    Regulations require

    See "Nuclear Decommissioning Costs" in the "Critical Accounting Estimates" section of Entergy Gulf States to decommission the River Bend nuclear power plant after the facility is taken out of service,Corporation and money is collectedSubsidiaries Management's Discussion and deposited in trust funds during the facility's operating life in order to provideAnalysis for this obligation. Entergy Gulf States conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. The following key assumptions have a significant effect on these estimates:

    Entergy Gulf States collects the projected costs of decommissioning River Bend through rates charged to customers for the portion of the plant subject to cost-based ratemaking. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. In December 2002, decommissioning collections from customers for the Louisiana-regulated portion of River Bend were suspended as a result of the settlement with the LPSC of Entergy Gulf States' fourth through eighth earnings reviews. If decommissioning cost study estimates are changed and approved by regulators, collections from customers would also change.

    Approximately half of River Bend is not subject to cost-based ratemaking. When Entergy Gulf States acquired the 30% share of River Bend formerly owned by Cajun, Entergy Gulf States obtained decommissioning trust funds of $132 million, which have since grown to $158 million. Entergy Gulf States believes that these funds will be sufficient to cover the costs of decommissioning this portion of River Bend, and no further collections or deposits are being made for these costs.

    SFAS 143

    Entergy Gulf States implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Gulf States' asset retirement obligations, and the measurement and recording of Entergy Gulf States' decommissioning obligations changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

    The net effect of implementing SFAS 143 for the portion of River Bend subject to cost-based ratemaking was recorded as a regulatory asset, with no resulting impact on Entergy Gulf States' net income. Entergy Gulf States recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Gulf States to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation of SFAS 143 in 2003, assets and liabilities increased as a result of increasing the asset retirement obligation by $129 million to its fair value as determined under SFAS 143, reducing accumulated depreciation by $63 million, and recording the related regulatory asset of $32 million. The net effect of implementing SFAS 143 for the portion of River Bend not subject to cost-based ratemaking resulted in an earnings decrease of $21 million net-of-tax as a result of a one-time cumulative effect of accounting change.

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $166.4 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $49.6 million reduction in non-utility property, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million.

    Application of SFAS 71

    The application of SFAS 71, "Accounting for the Effects of Certain Types of Regulation," has a significant and pervasive impact on accounting and reporting for Entergy Gulf States.States Louisiana.

    Entergy Gulf States'States Louisiana's financial statements primarily reflect assets and costs based on existing cost-based ratemaking regulation in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Under traditional ratemaking practice, Entergy Gulf States Louisiana is granted a geographic franchise to sell electricity. In return, Entergy Gulf States Louisiana must make investments and incur obligations to serve customers. Prudently incurred costs are recovered from customers along with a return on investment. Regulators may require Entergy Gulf States Louisiana to defer collecting from customers some operating costs until a future date. These deferred costs are

    262

    recorded as regulatory assets in the financial statements. In order to continue applying SFAS 71 to its financial statements, Entergy Gulf States'States Louisiana's rates must be set on a cost-of-service basis by an authorized body and the rates must be charged to and collected from customers.

    If the generation portion of a utility company moves toward competition, it is possible that generation rates will no longer be set on a cost-of-service basis. If that occurs, the generation portion of the business could be required to discontinue application of SFAS 71. The result of discontinuing application of SFAS 71 would be the removal of regulatory assets and liabilities from the balance sheet, and could include the recording of asset impairments. This result is because some of the costs or commitments incurred under a regulated pricing system might be impaired or not recovered in a competitive market. These costs are referred to as stranded costs.

    Unbilled Revenue

    As discussed in Note 1 to the domestic utility companies and System Energy financial statements, Entergy Gulf States Louisiana records an estimate of the revenues earned for energy delivered since the latest customer billing. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. The difference between the estimate of the unbilled receivable at the beginning of the period and the end of the period is the amount of unbilled revenue recognized during the period. The estimate recorded is primarily based upon an estimate of customer usage during the unbilled period and the billed price to customers in that month, including fuel price in Entergy Gulf States' Louisiana jurisdiction.price. Therefore, revenue recognized may be affected by the estimated price and usage at the beginning and end of each period and fuel price fluctuations, in addition to changes in certain components of the calculation including changes to estimates such as line loss, which affectscalculation. Effective January 1, 2006, the estimateLouisiana portion of Entergy Gulf States, Inc. reclassified the fuel compone nt of unbilled customer usage,accounts receivable to deferred fuel and assumptions regarding price such aswill no longer include the fuel cost recovery mechanism.component in the unbilled calculation, which is in accordance with regulatory treatment.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Qualified
    Projected
    Benefit Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $1,994

     

    $16,385

     

    (0.25%)

     

    $1,122

     

    $10,324

    Rate of return on plan assets

     

    (0.25%)

     

    $1,134

     

    -            

     

    (0.25%)

     

    $727

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $726             

     

    $4,157            

     

    0.25%

     

    $495

     

    $2,524

    263

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $847

     

    $4,751

     

    0.25%

     

    $549

     

    $2,976

    Discount rate

     

    (0.25%)

     

    $510

     

    $5,677

     

    (0.25%)

     

    $346

     

    $3,420

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for Entergy Gulf States Louisiana in 20042007 was $0.4$5.8 million. Entergy Gulf States Louisiana anticipates 20052008 qualified pension cost to increasedecrease to $7.3 million due to decrease in the discount rate (from 6.25% to 6.00%) and the expected rate of return (from 8.75% to 8.5%) used to calculate benefit obligations.$0.2 million. Entergy Gulf States Louisiana contributed $17 thousand$25.3 million to its qualified pension planplans in 2004, and anticipates making $18.92007. Entergy Gulf States Louisiana's contributions to the pension are currently estimated to be $37.8 million in 2008.   Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Gulf States Louisiana's pension contributions in 2005. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.future.

    At December 31, 2003 and 2004, Entergy Gulf States' accumulated benefit obligation was less than plan assets, therefore there was no additional minimum pension liability required to be recognized. Net income for 2004, 2003, and 2002 was not impacted.

    Totalpostretirement health care and life insurance benefit costsfor Entergy Gulf States Louisiana in 20042007 were $17.6$15.6 million, including $4.4$4.9 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Gulf States Louisiana expects 20052008 postretirement health care and life insurance benefit costs to be approximately $19.6approximate $15.6 million, including $5.1$3.5 million in savings due to the estimated effect of future Medicare Part D subsidies. The increaseEntergy Gulf States Louisiana expects to contribute $7.1 million to its other postretirement plans in postretirement health care2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and life insurance benefit costs is due to the decrease in the discount rate (from 6.25% to 6.00%)Subsidiaries Management's Discussion and an increase in the health care cost trend rate used to calculate benefit obligations.Analysis for a discussion of new accounting pronouncements.

    264

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and ShareholdersMembers
    Entergy Gulf States Inc.Louisiana, L.L.C.:

    We have audited the accompanying balance sheets of Entergy Gulf States Inc.Louisiana, L.L.C. (the "Company") as of December 31, 20042007 and 2003,2006, and the related statements of income, retained earningsincome; of members' equity and comprehensive income,income; and of cash flows (pages 194266 through 198270 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Gulf States Inc.Louisiana, L.L.C. as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 5 and Note 81 to the notes to respective financial statements, the Company completed a jurisdictional separation on December 31, 2007. As part of the separation, the Company contributed certain assets and liabilities to Entergy Texas, Inc. and reflected the distribution in 2003 Entergy Gulf States, Inc. adopted the provisionsaccompanying balance sheet as of Statement of Financial Accounting Standards Board Interpretation No. 46,Consolidation of Variable Interest Entities,and Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations.December 31, 2007.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    265

     

    ENTERGY GULF STATES, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.ENTERGY GULF STATES LOUISIANA, L.L.C.
    INCOME STATEMENTSINCOME STATEMENTSINCOME STATEMENTS
    For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
             
    OPERATING REVENUES         
    Domestic electric $2,821,296  $2,579,916  $2,141,873 
    Electric $3,448,008  $3,595,343  $3,289,511 
    Natural gas 61,088  59,821  42,006  86,604  84,230  77,660 
    TOTAL 2,882,384  2,639,737  2,183,879  3,534,612  3,679,573  3,367,171 
            
    OPERATING EXPENSES       
    Operation and Maintenance:       
    Fuel, fuel-related expenses, and       
    gas purchased for resale 772,914  693,612  692,901  867,081  1,110,987  829,151 
    Purchased power 969,779  838,498  368,140  1,339,986  1,288,137  1,353,108 
    Nuclear refueling outage expenses 15,969  14,045  12,190  12,212  16,653  18,151 
    Other operation and maintenance 445,413  457,428  438,259  548,999  510,876  445,326 
    Decommissioning 13,645  14,268  3,980  11,728  10,815  9,483 
    Taxes other than income taxes 118,081  117,009  120,295  132,489  136,734  125,263 
    Depreciation and amortization 197,234  199,583  204,202  208,648  206,736  202,128 
    Other regulatory credits - net (10,070) (2,476) (7,818)
    Other regulatory charges (credits) - net 29,923  5,451  (6,799)
    TOTAL 2,522,965  2,331,967  1,832,149  3,151,066  3,286,389  2,975,811 
            
    OPERATING INCOME 359,419  307,770  351,730  383,546  393,184  391,360 
            
    OTHER INCOME (DEDUCTIONS) 
    OTHER INCOME      
    Allowance for equity funds used during construction 13,027  15,855  11,010  11,666  11,808  18,757 
    Interest and dividend income 15,753  17,902  8,866  75,425  53,922  21,375 
    Miscellaneous - net 36,180  (109,389) 3,560  1,724  2,933  910 
    TOTAL 64,960  (75,632) 23,436  88,815  68,663  41,042 
            
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt 125,356  148,516  139,343  149,464  137,938  116,633 
    Other interest - net 8,242  8,827  5,497  13,945  11,842  10,155 
    Allowance for borrowed funds used during construction (9,771) (13,349) (9,749) (7,528) (6,988) (11,153)
    TOTAL 123,827  143,994  135,091  155,881  142,792  115,635 
            
    INCOME BEFORE INCOME TAXES AND      
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE 300,552  88,144  240,075 
    INCOME BEFORE INCOME TAXES 316,480  319,055  316,767 
                
    Income taxes 108,288  24,249  65,997  123,701  107,067  110,270 
            
    INCOME BEFORE CUMULATIVE EFFECT 
    OF ACCOUNTING CHANGE 192,264  63,895  174,078 
          
    CUMULATIVE EFFECT OF ACCOUNTING 
    CHANGE (net of income taxes of $12,713) - -  (21,333) - - 
          
    NET INCOME 192,264  42,562  174,078  192,779  211,988  206,497 
           
    Preferred dividend requirements and other 4,472  4,701  4,888 
    Preferred distribution requirements and other 3,968  3,966  4,201 
            
    EARNINGS APPLICABLE TO       
    COMMON STOCK $187,792  $37,861  $169,190 
    COMMON EQUITY $188,811  $208,022  $202,296 
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      
           
          

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    ENTERGY GULF STATES, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.ENTERGY GULF STATES LOUISIANA, L.L.C.
    STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
           
    OPERATING ACTIVITIES       
    Net income $192,264  $42,562  $174,078  $192,779  $211,988  $206,497 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
           
    Reserve for regulatory adjustments 24,112  12,605  11,147  363  (9,157) (64,802)
    Other regulatory credits - net (10,070) (2,476) (7,818)
    Other regulatory charges (credits) - net 29,923  5,451  (6,799)
    Depreciation, amortization, and decommissioning 210,879  213,851  208,182  220,376  217,551  211,611 
    Deferred income taxes and investment tax credits 57,908  24,574  (11,576)
    Cumulative effect of accounting change -  21,333  - 
    Deferred income taxes, investment tax credits, and non-current taxes accrued 98,734  123,354  155,849 
    Changes in working capital:       
    Receivables 14,774  (96,409) 18,155  (261,538) 154,778  (147,085)
    Fuel inventory 1,205  (1,469) 4,617  (18,377) (9,015) (10,538)
    Accounts payable 59,846  (17,013) 83,428  38,685  (69,624) 99,581 
    Taxes accrued 99,955  12,618  (24,740) (27,781) 27,781  (22,882)
    Interest accrued (3,834) (1,900) (4,544) 22,963  145  1,596 
    Deferred fuel costs 78,200  59,165  65,556  35,363  264,153  (87,594)
    Other working capital accounts 7,426  11,874  (19,551) 197,802  14,178  7,660 
    Provision for estimated losses and reserves (13,844) 115,878  1,478  (91,241) (3,488) (3,979)
    Changes in other regulatory assets (10,060) 3,983  (51,490) 116,317  (138,461) (219,172)
    Other (59,303) 26,787  53,732  6,372  (7,531) (57,950)
    Net cash flow provided by operating activities 649,458  425,963  500,654  560,740   782,103  61,993 
            
    INVESTING ACTIVITIES       
    Construction expenditures (357,720) (348,507) (355,334) (334,933) (375,664) (370,521)
    Allowance for equity funds used during construction 13,027  15,855  11,010  11,666  11,808  18,757 
    Insurance proceeds 6,580   
    Nuclear fuel purchases (45,085) (39,959) (21,820) (72,493) (40,738) (1,297)
    Proceeds from sale/leaseback of nuclear fuel 38,800  38,029  21,923  54,362  37,647  491 
    Decommissioning trust contributions and realized 
    change in trust assets (12,070) (11,428) (12,488)
    Changes in other temporary investments - net 23,579  (23,579) 44,643 
    Proceeds from nuclear decommissioning trust fund sales 64,583  60,053  38,070 
    Investment in nuclear decommissioning trust funds (78,720) (73,450) (51,178)
    Collections remitted to transition charge account
    Change in money pool receivable - net (134,636) (11,037) (64,011)
    Changes in other investments - net (1,553) (1,466) 4,343 
    Other regulatory investments (49,875) (77,050) (39,390)  (13,622) (152,513)
    Cash allocated to Entergy Texas in jurisdictional separation (297,082)  
    Net cash flow used in investing activities (389,344) (446,639) (351,456) (801,499) (406,469) (577,859)
            
    FINANCING ACTIVITIES       
    Proceeds from the issuance of long-term debt 472,039  1,032,682  337,481  323,464   929,782 
    Retirement of long-term debt (829,000) (1,048,129) (194,057) (5,530)  (566,229)
    Proceeds from a capital contribution - -   300,000 
    Change in money pool payable - net - -  - -  (59,720)
    Proceeds from issuance of preferred membership interests 9,993  - -  - - 
    Redemption of preferred stock (3,450) (3,450) (1,858) (57,827) (3,450) (3,450)
    Dividends paid: 
    Common stock (94,300) (68,100) (91,200)
    Preferred stock (4,459) (4,701) (4,888)
    Dividends/distributions paid:      
    Common equity (97,800) (213,200) (61,900)
    Preferred membership interests (3,886) (3,976) (4,218)
    Net cash flow provided by (used in) financing activities (459,170) (91,698) 45,478  168,414  (220,626) 534,265 
            
    Net increase (decrease) in cash and cash equivalents (199,056) (112,374) 194,676  (72,345) 155,008  18,399 
           
    Cash and cash equivalents at beginning of period 206,030  318,404  123,728  180,381  25,373  6,974 
            
    Cash and cash equivalents at end of period $6,974  $206,030  $318,404  $108,036  $180,381  $25,373 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:       
    Cash paid/(received) during the period for:       
    Interest - net of amount capitalized $130,491  $152,655  $143,961  $131,280  $140,204  $117,075 
    Income taxes ($28,169) ($30,987) $98,734  ($5,938) ($61,870) $14,450 
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      
          
          

    267

     

    ENTERGY GULF STATES, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.ENTERGY GULF STATES LOUISIANA, L.L.C.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    ASSETSASSETSASSETS
        
     December 31, December 31,
     2004 2003 2007 2006
    (In Thousands) (In Thousands)
         
    CURRENT ASSETS       
    Cash and cash equivalents:      
    Cash $5,627  $20,754   $233  $2,923 
    Temporary cash investments - at cost,      
    which approximates market 1,347  185,276   107,803  177,458 
    Total cash and cash equivalents 6,974  206,030   108,036  180,381 
    Other temporary investments - -  23,579 
    Accounts receivable:      
    Customer  124,801  115,729   62,408  146,144 
    Allowance for doubtful accounts  (2,687) (4,856)  (979) (1,618)
    Associated companies 13,980  76,726   218,891  106,990 
    Other 40,697  27,243   59,059  50,811 
    Accrued unbilled revenues 137,719  114,442   54,021  79,538 
    Total accounts receivable 314,510  329,284   393,400  381,865 
    Deferred fuel costs 90,124  118,449   5,644  - - 
    Accumulated deferred income taxes 14,339  6,116   21,938  20,352 
    Fuel inventory - at average cost 49,658  50,863   31,810  69,211 
    Materials and supplies - at average cost 101,922  99,357   100,161  120,245 
    Deferred nuclear refueling outage costs  5,155  12,971 
    Debt assumption by Entergy Texas  309,123  - - 
    Prepayments and other 20,556  51,236   23,533  16,725 
    TOTAL 598,083  884,914   998,800  801,750 
           
    OTHER PROPERTY AND INVESTMENTS      
    Decommissioning trust funds 290,952  267,917   366,062  344,911 
    Non-utility property - at cost (less accumulated depreciation) 94,052  139,911   109,517  94,776 
    Other 22,012  21,852   17,350  25,218 
    TOTAL 407,016  429,680   492,929  464,905 
           
    UTILITY PLANT      
    Electric 8,418,119  8,208,394   6,132,362  8,857,166 
    Property under capital lease - -  11,009 
    Natural gas  78,627  69,180   98,484  92,368 
    Construction work in progress 331,703  325,888   141,528  149,392 
    Nuclear fuel under capital lease 71,279  63,684   110,769  73,422 
    Nuclear fuel  11,256  10,821 
    TOTAL UTILITY PLANT 8,899,728  8,678,155   6,494,399  9,183,169 
    Less - accumulated depreciation and amortization 4,047,182  3,953,275   3,433,131  4,263,307 
    UTILITY PLANT - NET 4,852,546  4,724,880   3,061,268  4,919,862 
           
    DEFERRED DEBITS AND OTHER ASSETS      
    Regulatory assets:      
    SFAS 109 regulatory asset - net 444,799  442,062   299,023  465,259 
    Other regulatory assets 285,017  320,363   335,897  1,001,016 
    Deferred fuel costs  100,124  100,124 
    Long-term receivables 23,228  19,375   1,872  9,833 
    Debt assumption by Entergy Texas  769,971  - - 
    Other 44,713  33,588   12,807  23,928 
    TOTAL 797,757  815,388   1,519,694  1,600,160 
           
    TOTAL ASSETS $6,655,402  $6,854,862   $6,072,691  $7,786,677 
          
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.     
    268268
    ENTERGY GULF STATES, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.ENTERGY GULF STATES LOUISIANA, L.L.C.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
    LIABILITIES AND MEMBERS' EQUITYLIABILITIES AND MEMBERS' EQUITY
    December 31, December 31,
     2004 2003 2007 2006
    (In Thousands) (In Thousands)
    CURRENT LIABILITIES      
    Currently maturing long-term debt $98,000 $354,000 $675,000  $ - 
    Accounts payable:       
    Associated companies 153,069 84,394  201,217  79,584 
    Other 147,337 156,166  111,579  200,746 
    Customer deposits 53,229 47,044  38,061  68,844 
    Taxes accrued 22,882 - -  - -  27,781 
    Nuclear refueling outage costs - - 8,238
    Interest accrued 32,742 36,576  29,398  34,483 
    Deferred fuel costs  - -  26,262 
    Obligations under capital leases 33,518 34,075  28,795  24,769 
    Pension and other postretirement liabilities  7,064  7,662 
    System agreement cost equalization  124,775  - - 
    Other 19,912 14,755  9,052  31,933 
    TOTAL 560,689 735,248  1,224,941  502,064 
           
    NON-CURRENT LIABILITIES      
    Accumulated deferred income taxes and taxes accrued 1,533,804 1,422,776  1,219,568  1,803,461 
    Accumulated deferred investment tax credits 138,616 144,323  95,745  127,202 
    Obligations under capital leases 37,711 40,618  81,974  48,653 
    Other regulatory liabilities 34,009 13,885  69,890  53,648 
    Decommissioning and retirement cost liabilities 152,095 298,785
    Decommissioning and asset retirement cost liabilities  204,828  191,036 
    Transition to competition 79,098 79,098  - -  79,098 
    Regulatory reserves  81,455 57,343  - -  219 
    Accumulated provisions  66,875 75,868  11,887  21,245 
    Pension and other postretirement liabilities  102,510  141,834 
    Long-term debt 1,891,478 1,989,613  1,674,113  2,358,327 
    Preferred stock with sinking fund 17,400 20,852
    Preferred membership interests with sinking fund  - -  10,500 
    Other 229,408 233,985  87,468  196,512 
    TOTAL 4,261,949 4,377,146  3,547,983  5,031,735 
           

    Commitments and Contingencies

           
           
    SHAREHOLDERS' EQUITY  
    Preferred stock without sinking fund  47,327 47,327
    Common stock, no par value, authorized 200,000,000  
    shares; issued and outstanding 100 shares in 2004 and 2003  114,055 114,055
    Paid-in capital 1,157,486 1,157,484
    Retained earnings 513,182 419,690
    Accumulated other comprehensive income 714 3,912
    MEMBERS' EQUITY    
    Preferred membership interests without sinking fund  10,000  47,327 
    Minority interest  863  - - 
    Members' equity  1,311,838  2,225,465 
    Accumulated other comprehensive loss  (22,934) (19,914)
    TOTAL 1,832,764 1,742,468  1,299,767  2,252,878 
           
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,655,402 $6,854,862
    TOTAL LIABILITIES AND MEMBERS' EQUITY  $6,072,691  $7,786,677 
          
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.     
         

    269

     

    ENTERGY GULF STATES, INC.
    STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
                   
        For the Years Ended December 31,
        2004 2003 2002
        (In Thousands)
    RETAINED EARNINGS              
    Retained Earnings - Beginning of period   $419,690    $449,929    $371,939   
                   
      Add - Net Income   192,264  $192,264  42,562  $42,562  174,078  $174,078
                   
      Deduct:              
        Dividends declared on common stock   94,300    68,100    91,200   
        Preferred dividend requirements and other   4,472  4,472  4,701  4,701  4,888  4,888
          Total   98,772    72,801    96,088   
                   
    Retained Earnings - End of period   $513,182    $419,690    $449,929   
                   
    ACCUMULATED OTHER COMPREHENSIVE              
    INCOME (Net of Taxes):              
    Balance at beginning of period:              
      Accumulated derivative instrument fair value changes   $3,912    $3,286    $ -   
                   
    Net derivative instrument fair value changes              
     arising during the period   (3,198) (3,198) 626  626  3,286  3,286
                   
    Balance at end of period:              
      Accumulated derivative instrument fair value changes   $714    $3,912    $3,286   
    Comprehensive Income     $184,594    $38,487    $172,476
                   
    See Notes to Respective Financial Statements.              
                   
    ENTERGY GULF STATES LOUISIANA, L.L.C.
    STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
                 
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
    MEMBERS' EQUITY            
    Members' Equity - Beginning of period $2,225,465    $2,230,643    $1,790,247   
      Add:            
        Net Income 192,779  $192,779  211,988  $211,988  206,497  $206,497 
        Additional equity from parent - -    - -    300,000   
          Total 192,779    211,988    506,497   
                 
      Deduct:            
        Dividends/distributions declared:            
          Common equity 97,800    213,200    61,900   
          Preferred membership interests 3,968  3,968  3,966  3,966  4,201  4,201 
        Entergy Texas, Inc. paid-in capital 631,994    - -    - -   
        Entergy Texas, Inc. shareholders' equity 49,452    - -    - -   
        Entergy Texas, Inc. retained earnings 322,808    - -    - -   
        Other 384    - -    - -   
            Total 1,106,406    217,166    66,101   
                 
    Members' Equity - End of period $1,311,838    $2,225,465    $2,230,643   
                 
                 
    ACCUMULATED OTHER COMPREHENSIVE            
    LOSS (Net of Taxes):            
    Balance at beginning of period:            
     Pension and other postretirement liabilities ($19,914)   $ -    $ -   
      Other accumulated comprehensive income (loss) items - -    (1,409)   714   
         Total ($19,914)   ($1,409)   $714   
                 
    Minimum pension liability (net of tax expense (benefit) of $0,
      $31 and ($214))
     - -  - -  1,941  1,941  (2,233) (2,233)
                 
    Pension and other postretirement liabilities (net of tax expense
      (benefit) of $4,550, ($24,944) and $0)
     (3,020) (3,020) (19,622)   - -   
                 
    Net unrealized investment gains (losses) - -  - -  (824) (824) 110  110 
                 
    Balance at end of period:            
      Pension and other postretirement liabilities (22,934)   (19,914)   - -   
      Other accumulated comprehensive loss items       (1,409)  
         Total ($22,934)   ($19,914)   ($1,409)  
    Comprehensive Income   $185,791    $209,139    $200,173 
                 
                 
    See Notes to Financial Statements.            

    270

     

    ENTERGY GULF STATES, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.ENTERGY GULF STATES LOUISIANA, L.L.C.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
      
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (In Thousands) (In Thousands)
                
    Operating revenues $2,882,384 $2,639,737 $2,183,879 $2,648,560 $2,511,240 $3,534,612 $3,679,573 $3,367,171 $2,882,384 $2,639,737
    Net Income $192,264 $45,262 $174,078 $179,444 $180,343 $192,779 $211,988 $206,497 $192,264 $45,262
    Total assets $6,655,402 $6,854,862 $6,599,533 $6,209,741 $6,134,017 $6,072,691 $7,786,677 $7,809,497 $6,655,402 $6,854,862
    Long-term obligations (1) $1,946,589 $2,051,083 $2,096,329 $2,130,245 $1,978,149 $1,756,087 $2,417,480 $2,392,804 $1,946,589 $2,051,083
               
    (1) Included long-term debt (excluding currently maturing debt), preferred stock with sinking fund, and noncurrent capital lease obligations.
    (1) Includes long-term debt (excluding currently maturing debt), preferred membership interests with sinking fund, and noncurrent capital lease obligations.(1) Includes long-term debt (excluding currently maturing debt), preferred membership interests with sinking fund, and noncurrent capital lease obligations.
               
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (Dollars In Millions) (Dollars In Millions)
    Electric Operating Revenues:           
    Residential $881 $829 $700 $788 $717 $1,042 $1,122 $960 $881 $829
    Commercial 672 614 502 587 505 817 883 734 672 614
    Industrial 976 853 695 946 871 1,035 1,150 1,014 976 853
    Governmental 37 39 34 38 33 45 49 41 37 39
    Total retail 2,566 2,335 1,931 2,359 2,126 2,939 3,204 2,749 2,566 2,335
    Sales for resale:           
    Associated companies 52 42 28 73 94 233 145 186 52 42
    Non-associated companies 160 150 139 146 113 196 199 188 160 150
    Other 43 53 44 13 138 80 47 167 43 53
    Total $2,821 $2,580 $2,142 $2,591 $2,471 $3,448 $3,595 $3,290 $2,821 $2,580
    Billed Electric Energy Sales (GWh):           
    Residential 9,803 9,739 9,502 9,059 9,405 10,215 10,110 10,024 9,803 9,739
    Commercial 8,444 8,174 7,894 7,668 7,660 8,980 8,838 8,486 8,444 8,174
    Industrial 16,596 15,417 15,887 16,658 17,960 15,012 15,065 14,967 16,596 15,417
    Governmental 432 475 477 452 450 448 454 441 432 475
    Total retail 35,275 33,805 33,760 33,837 35,475 34,655 34,467 33,918 35,275 33,805
    Sales for resale:           
    Associated companies 1,528 1,185 708 1,087 1,381 2,488 3,259 3,213 1,528 1,185
    Non-associated companies 3,172 3,358 4,391 3,305 3,248 2,900 2,896 2,804 3,172 3,358
    Total 39,975 38,348 38,859 38,229 40,104 40,043 40,622 39,935 39,975 38,348
               
               
              

    271

    ENTERGY LOUISIANA, INC.LLC

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Rita and Hurricane Katrina

    In August and September 2005, Hurricane Katrina and Hurricane Rita, along with extensive flooding that resulted from levee breaks in and around Entergy Louisiana's service territory, caused catastrophic damage. The storms and flooding resulted in widespread power outages; significant damage to distribution, transmission, and generation infrastructure; and the temporary loss of sales and customers due to mandatory evacuations and destruction of homes and businesses due to wind, rain, and extended periods of flooding. Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, in combination with securitization.

    Insurance Claims

    See Note 8 to the financial statements for a discussion of Entergy's conventional property insurance program. Entergy has received a total of $134.5 million as of December 31, 2007 on its Hurricane Katrina and Hurricane Rita insurance claims, including $69.5 million that Entergy received in the second quarter 2007 in settlement of its Hurricane Katrina claim with one of its two excess insurers. Of the $134.5 million received, $24.8 million has been allocated to Entergy Louisiana. In the third quarter 2007, Entergy filed a lawsuit in the U.S. District Court for the Eastern District of Louisiana against its other excess insurer on the Hurricane Katrina claim. At issue in the lawsuit is whether any policy exclusions limit the extent of coverage provided by that insurer.

    There was an aggregation limit of $1 billion for all parties insured by the primary insurer for any one occurrence at the time of the Hurricane Katrina and Hurricane Rita losses, and the primary insurer notified Entergy that it expects claims for Hurricane Katrina and Hurricane Rita to materially exceed this limit. Entergy currently estimates that its remaining net insurance recoveries for the losses caused by the hurricanes, including the effects of the primary insurance aggregation limit being exceeded and the litigation against the excess insurer, will be approximately $27 million for Entergy Louisiana, primarily for Hurricane Katrina losses. Entergy Louisiana currently expects to receive payment for the majority of its estimated insurance recovery related to Hurricane Katrina through 2009.

    Storm Costs Recovery Filing with Retail Regulator

    In February 2007, Entergy Louisiana and Entergy Gulf States Louisiana filed a supplemental and amending application by which they seek authority from the LPSC to securitize their Hurricane Katrina and Hurricane Rita storm cost recovery and storm reserve amounts, together with certain debt retirement costs and upfront and ongoing costs of the securitized debt issued. Securitization is authorized by a law signed by the Governor of Louisiana in May 2006. Hearings on the quantification of the amounts eligible for securitization began in late-April 2007. At the start of the hearing, a stipulation among Entergy Gulf States Louisiana, Entergy Louisiana, the LPSC staff, and most other parties in the proceeding was read into the record. The stipulation quantifies the balance of storm restoration costs for recovery as $545 million for Entergy Louisiana and $187 million for Entergy Gulf States Louisiana, and sets the storm reserve amounts at $152 million for Entergy Louisiana and $87 million for Entergy Gulf States Louisiana. The stipulation also calls for securitization of the storm restoration costs and storm reserves in those same amounts. In August 2007, the LPSC issued orders approving recovery of the stipulated storm cost recovery and storm reserve amounts plus certain debt retirement and upfront and ongoing costs through securitization financing. Entergy Louisiana and Entergy Gulf States Louisiana are currently exploring their securitization options.

    In April 2006, Entergy Louisiana completed the interim recovery of $14 million of storm costs through the fuel adjustment clause pursuant to an LPSC order. Beginning in September 2006, Entergy Louisiana's interim storm cost recovery of $2 million per month was instituted via the formula rate plan. Interim recovery and carrying charges will continue until the securitization process is complete.

    272

    Results of Operations

    Net Income

    20042007 Compared to 20032006

    Net income decreased $18.7 million primarily due to lower net revenue, partially offset by lower other operation and maintenance expenses.

    2003 Compared to 2002

    Net income increased slightly$5.7 million primarily due to higher net revenue and lower interest charges, almost entirelydepreciation and amortization expenses, partially offset by higher other operation and maintenance expenses and lower other income.

    2006 Compared to 2005

    Net income increased $9.5 million primarily due to higher depreciation and amortization expenses, and highernet revenue, lower taxes other than income taxes.taxes, and higher other income, partially offset by higher other operation and maintenance expenses.

    Net Revenue

    20042007 Compared to 20032006

    Net revenue which is Entergy Louisiana's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2004 to 2003.

    (In Millions)

    2003 net revenue

    $973.7 

    Price applied to unbilled sales

    (31.9)

    Deferred fuel cost revisions

    (29.4)

    Rate refund provisions

    (12.2)

    Volume/weather

    17.0 

    Summer capacity charges

    11.8 

    Other

    2.3 

    2004 net revenue

    $931.3 

    The price applied to the unbilled sales variance is due to a decrease in the fuel price included in unbilled sales in 2004 caused primarily by the effect of nuclear plant outages in 2003 on average fuel costs.

    The deferred fuel cost revisions variance resulted from a revised unbilled sales pricing estimate made in the first quarter of 2003 to more closely align the fuel component of that pricing with expected recoverable fuel costs.

    Rate refund provisions caused a decrease in net revenue due to additional provisions recorded in 2004 compared to 2003 for potential rate actions and refunds.

    The volume/weather variance is due to a total increase of 620 GWh in weather-adjusted usage in all sectors, partially offset by the effect of milder weather on billed sales in the residential and commercial sectors.

    The summer capacity charges variance is due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of the amortization in 2004. The amortization of these capacity charges began in August 2002 and ended in July 2003.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

    Gross operating revenues increased primarily due to:

    The increase was partially offset by the following:

    Fuel and purchased power expenses increased primarily due to:

    Other regulatory credits increased primarily due to:

    2003 Compared to 2002

    Net revenue, which is Entergy Louisiana's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2)3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 20032007 to 2002.2006.

    Amount

      

    (In Millions)

       

    20022006 net revenue

     

    $922.9942.1 

    Deferred fuel cost revisionsBase revenues

     

    59.178.4 

    Asset retirement obligationVolume/weather

     

    8.237.5 

    VolumeTransmission revenue

     

    (16.2)9.2 

    Vidalia settlementPurchased power capacity

     

    (9.2)(80.0)

    Other

     

    8.93.9 

    20032007 net revenue

     

    $973.7991.1 

    The deferred fuel cost revisions variance resulted from a revised unbilled sales pricing estimate made in December 2002 and a further revision made in the first quarter of 2003 to more closely align the fuel component of that pricing with expected recoverable fuel costs.

    The asset retirement obligationbase revenues variance wasis primarily due to increases effective September 2006 for the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003.2005 formula rate plan filing to recover LPSC-approved incremental deferred and ongoing capacity costs. See "Significant Factors and Known Trends - State and Local Rate Regulation" below and Note 2 to the financial statements for a discussion of the formula rate plan filing.

    The volume/weather variance is due to increased electricity usage, including electricity sales during the unbilled service period. Billed retail electricity usage increased a total of 666 GWh in all sectors compared to 2006. See "Critical Accounting Estimates" below and Note 1 to the financial statements for more details on SFAS 143. The increase was offset by decommissioning expense and had no effect on net income.further discussion of the accounting for unbilled revenues.

    The volumetransmission revenue variance wasis primarily due to higher rates.

    The purchased power capacity variance is primarily due to higher purchased power capacity charges and the amortization of capacity charges effective September 2006 as a result of the formula rate plan filing in May 2006. A portion of the purchased power capacity costs is offset in base revenues due to a decrease in electricity usage in the service territory. Billed usage decreased 1,868 GWh in the industrial sector including the loss of a large industrial customerbase rate increase implemented to cogeneration.

    recover incremental deferred and ongoing purchased power capacity charges, as mentioned above. See "LiquiditySignificant Factors and Capital ResourcesKnown Trends - State and Local Rate Regulation" below for more details regarding the September 2002 settlement relatedand Note 2 to the Vidalia contract.financial statements for a discussion of the formula rate plan filing.

    273

    Gross operating revenues, fuel, and purchased power expenses, and other regulatory charges (credits)

    Gross operating revenues increased primarily due to:

    Fuel and purchased power expenses increased primarily due to an increase in net area demand and an increase in deferred fuel expense as a result of higher fuel rates, as discussed above.

    Other regulatory credits decreased primarily due to the deferral of capacity charges in 2006 in addition to the amortization of these capacity charges in 2007 as a result of the May 2006 formula rate plan filing (for the 2005 test year) with the LPSC to recover such costs through base rates effective September 2006. See Note 2 to the financial statements for a discussion of the formula rate plan and storm cost recovery filings with the LPSC.

    2006 Compared to 2005

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2006 to 2005.

    Amount

    (In Millions)

    2005 net revenue

    $931.5 

    Base revenues

    40.3 

    Net wholesale revenue

    12.6 

    Storm cost recovery

    8.3 

    Price applied to unbilled electric sales

    6.7 

    Rate refund provisions

    5.0 

    Purchased power capacity

    (31.6)

    Volume/weather

    (23.3)

    Reserve equalization

    (13.0)

    Other

    5.6 

    2006 net revenue

    $942.1 

    The base revenues variance is primarily due to increases effective September 2006 for the 2005 formula rate plan filing to recover LPSC-approved incremental deferred and ongoing capacity costs and for the interim recovery of storm costs. See "Significant Factors and Known Trends - State and Local Rate Regulation" below and Note 2 to the financial statements for a discussion of the formula rate plan filing.

    The net wholesale revenue variance is primarily due to the sale of 75% of the generation pursuant to a long-term power purchase agreement from the Perryville plant to Entergy Gulf States, Inc. for a full year in 2006 compared to a partial year in 2005.

    The storm cost recovery variance is due to the return earned on the interim recovery of storm-related costs in 2006 as allowed by the LPSC. The storm cost recovery filings are discussed in Note 2 to the financial statements.

    The price applied to unbilled electric sales variance is due to the exclusion in 2006 of the fuel cost component in the calculation of the price applied to unbilled sales. Effective January 1, 2006, the fuel cost component is no longer included in the unbilled revenue calculation, which is in accordance with regulatory treatment. See "Critical Accounting Estimates" below and Note 1 to the financial statements for further discussion of the accounting for unbilled revenues.

    274

    The rate refund provisions variance is primarily due to provisions recorded in 2005 as a result of the March 2005 Global Settlement with the LPSC.

    The purchased power capacity variance is primarily due to higher purchased power capacity charges and the amortization of capacity charges effective September 2006 as a result of the formula rate plan filing in May 2006. A portion of the purchased power capacity costs is offset in base revenues due to a base rate increase implemented to recover incremental deferred and ongoing purchased power capacity charges, as mentioned above. See "Significant Factors and Known Trends - State and Local Rate Regulation" below and Note 2 to the financial statements for a discussion of the formula rate plan filing.

    The volume/weather variance is primarily due to decreased usage during the unbilled sales period and less favorable weather compared to 2005 on billed sales primarily in the residential sector. The decrease was partially offset by an increase in weather-adjusted electricity usage, which increased by a total of 735 GWh.

    The reserve equalization variance is primarily due to a revision made in 2005 of reserve equalization payments among Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations.

    Gross operating revenues, fuel, purchased power expenses, and other regulatory credits

    Gross operating revenues decreased primarily due to:

    The decrease was partially offset by:

    Fuel and purchased power expenses decreased primarily due to decreases in the market prices of natural gas and purchased power.

    Other regulatory credits increaseddecreased primarily due to:

    See Note 2 to generation resource planning.the financial statements for a discussion of the formula rate plan and storm cost recovery filings with the LPSC.

    Other Income Statement Variances

    20042007 Compared to 20032006

    Other operation and maintenance expenses increased primarily due to:

    275

    The increase was partially offset by a decrease of $4.1 million in payroll, payroll-related, and benefits costs and a environmental liability credit of $2.0 million for resolution of a pollution loss provision.

    Depreciation and amortization expenses decreased primarily due to voluntary severance program accrualsa revision in the third quarter 2007 related to depreciation previously recorded on storm-related assets. Recovery of $19.7 millionthe cost of those assets will now be through the securitization of storm costs approved by the LPSC in 2003,the third quarter 2007. The securitization approval is discussed above under "Hurricane Rita and Hurricane Katrina." The decrease was partially offset by higher depreciation expense as a result of an increase in plant in service and a revision recorded in 2006 of $9.1estimated depreciable lives involving certain intangible assets.

    Other income decreased primarily due to:

    20032006 Compared to 20022005

    Other operation and maintenance expenses increased primarily due to:

    Decommissioning expenses increased $10.1The increase was partially offset by a decrease of $3.5 million primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopteda planned decrease in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase in decommissioning expense was offset by regulatory credits and interest and dividend income and had no effect on net income.vegetation maintenance.

    Taxes other than income taxes increaseddecreased primarily due to thedecreased franchise tax adjustments of $10.8 million recorded in 2002taxes as a result of a favorable court decisionthe merger-by-division that allowedcreated Entergy Louisiana, to receive a refund for certain franchise taxes previously expensed and paid under protest.LLC.

    Depreciation and amortization expenses

    Other income increased primarily due to:

    Interest charges decreased primarily due to decreased interest on long-term debt of $25.5 million due to the redemption of $150 million of First Mortgage Bonds in June 2003 and the redemption of $187 million of First Mortgage Bonds from April through December of 2002,276

    The increase was partially offset by the issuance of $150$2.5 million of First Mortgage Bondsdeferred capacity interest adjustments related to the formula rate plan filed with the LPSC in March 2002.May 2006.

    Income Taxes

    The effective income tax rates for 2004, 2003,2007, 2006, and 20022005 were 38.4%36.8%, 40.0%36.3%, and 36.9%43.0%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.  Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

    2004

    2003

    2002

    2007

    2006

    2005

    (In Thousands)

    (In Thousands)

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

    $8,787 

    $311,800 

    $42,408 

    Cash and cash equivalents at beginning of period

    $2,743 

    $105,285 

    $146,049 

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Operating activities

    424,718 

    413,939 

    1,035,777 

    Operating activities

    353,217 

    413,017 

    171,076 

    Investing activities

    (243,231)

    (268,372)

    (212,333)

    Investing activities

    (297,460)

    (479,276)

    (549,453)

    Financing activities

    (44,225)

    (448,580)

    (554,052)

    Financing activities

    (58,200)

    (36,283)

    337,613 

    Net increase (decrease) in cash and cash equivalents

    137,262 

    (303,013)

    269,392 

       Net decrease in cash and cash equivalents

    (2,443)

    (102,542)

    (40,764)

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

    $146,049 

    $8,787 

    $311,800 

    Cash and cash equivalents at end of period

    $300 

    $2,743 

    $105,285 

    Operating Activities

    Cash flow from operations increased $10.8provided by operating activities decreased $59.8 million in 20042007 primarily due to:

    The decrease was partially offset by increased collectionrecovery of deferred fuel costs and the receiptpension contributions of an income tax payment through Entergy's inter-company tax allocation process. The increase was almost entirely offset by money pool activity.

    In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $505 million deduction for Entergy Louisiana on Entergy's 2003 income tax return. There was no cash benefit from the method change in 2003. In 2004 Entergy Louisiana realized $100$54 million in cash tax benefit from the method change. This tax accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit.  As of December 31, 2004, Entergy Louisiana has a net operating loss (NOL) carryforward for tax purposes of $195.7 million, principally resulting from the change in tax accounting method related to cost of goods sold.  If the tax accounting method change is sustained, Entergy Louisiana expects to utilize the NOL carryforward through 2005.2006.

    Cash flow from operations decreased $621.8provided by operating activities increased $241.9 million in 2003 as a result of Entergy Louisiana changing its method of accounting for tax purposes related to its wholesale electric power contracts, includingthe contract to purchase power from the Vidalia project (the contract is discussed in Note 82006 primarily due to the domestic utility companieseffect that Hurricane Katrina had on collections from customers in 2005, partially offset by a decrease in fuel cost recoveries, an increase of $54 million in pension contributions, and System Energy financial statements). The new tax accounting method provided a cumulative cash flow benefitan increase of approximately $790$33.7 million through 2004, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. In a settlement approved by the LPSC, Entergy Louisiana will keep a portion of the benefit in exchange for crediting customer rates. The credit will be $11 million annually through at least 2010. See Part I, Item 1 for additional details concerning the settl ement.payments.

    Entergy Louisiana reduced its indebtedness and preferred stock with a portion of the cash from the tax benefit. In accordance with the terms of the settlement, Entergy Louisiana requested SEC approval to return up to $350 million of common equity capital to Entergy Corporation in order to maintain Entergy Louisiana's capital structure. In December 2002, Entergy Louisiana repurchased $120 million of common stock from Entergy Corporation and, at the time of settlement, paid a dividend of $122.6 million pursuant to the SEC approval. The provisions of the settlement provide that the LPSC shall not recognize or use Entergy Louisiana's use of this cash in setting any of Entergy Louisiana's rates. Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes. The SEC approval for additional return of equity capital is now expired.

    Entergy Louisiana's receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:

    2004

     

    2003

     

    2002

     

    2001

    (In Thousands)

     

     

     

     

     

     

     

    $40,549

     

    ($41,317)

     

    $18,854

     

    $3,812

    Money pool activity used $81.9 million of Entergy Louisiana's operating cash flow in 2004, provided $60.2 million in 2003, and used $15.0 million in 2002. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

    Investing Activities

    The decrease of $25.1$181.8 million in net cash used by investing activities in 20042007 was primarily due to:

    The decrease was partially offset by increases inhigher spending on transmissionnuclear projects and fossil plant projects.in 2007.

    277

    The increasedecrease of $56.0$70.2 million in net cash used by investing activities in 20032006 was primarily due to increased spending on customer service, transmission,the purchase of the Perryville plant in June 2005 for $162 million and nuclear projects.a decrease of $15.9 million in capacity costs that have been deferred and are expected to be recovered over a period greater than twelve months. The decrease was offset by an increase of $64.5 million in distribution construction expenditures due to Hurricanes Katrina and Rita and money pool activity.

    Financing Activities

    Net cash flow used in financing activities increased $21.9 million primarily due to a $50 million equity contribution in 2006 from its parent, Entergy Louisiana Holdings, Inc., and money pool activity. The decreaseincrease was partially offset by the payment of $404.4$40 million on a credit facility in 2006 and the retirement of $25 million of long-term debt in 2006.

    Entergy Louisiana's financing activities used $36.3 million in net cash used by financing activities2006 compared to providing $337.6 million in 2004 was2005 primarily due to:

    Partially offsetting the above was the payment of $14.8 million in 2004 for the Waterford Lease Obligation compared to a principal payment of $35.4 million in 2003; and

  • a decrease of $29.0$51.6 million in common stock dividends paid.
  • The decrease of $105.5in 2005 and a $50 million equity contribution from its parent, Entergy Louisiana Holdings, Inc., in net cash used by financing activities in 2003 was primarily due to:2006.

    The decrease in net cash used in 2003 was partially offset by the following:

    See Note 5 to the domestic utility companies and System Energy financial statements for details of long-term debt.

    Capital Structure

    Entergy Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital for Entergy Louisiana as of December 31, 2007 is primarily due to an increase in members' equity resulting from net income in 2007.

     

     

    December 31,
    2007

     

    December 31,
    2006

     

     

     

     

     

    Net debt to net capital

     

    43.4%

     

    46.4%

    Effect of subtracting cash from debt

     

    0.0%

     

    0.0%

    Debt to capital

     

    43.4%

     

    46.4%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Louisiana's financial condition.

    Uses of Capital

    Entergy Louisiana requires capital resources for:

    278

    Following are the amounts of Entergy Louisiana's planned construction and other capital investments, existing debt and lease obligations (includes estimated interest payments), and other purchase obligations:

    2005

     

    2006-2007

     

    2008-2009

     

    After 2009

     

    Total

    2008

     

    2009-2010

     

    2011-2012

     

    After 2012

     

    Total

    (In Millions)

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    capital investment (1)

    $455

     

    $472

     

    N/A

     

    N/A

     

    $927

    $591

     

    $1,560

     

    N/A

     

    N/A

     

    $2,151

    Long-term debt

    $55

     

    $-

     

    $7

     

    $924

     

    $986

    $76

     

    $376

     

    $173

     

    $1,426

     

    $2,051

    Operating leases

    $10

     

    $11

     

    $6

     

    $2

     

    $29

    $9

     

    $15

     

    $10

     

    $7

     

    $41

    Purchase obligations (2)

    $639

     

    $1,120

     

    $980

     

    $4,691

     

    $7,430

    $676

     

    $1,183

     

    $979

     

    $3,455

     

    $6,293

    Nuclear fuel lease obligations (3)

    $23

     

    $9

     

    N/A

     

    N/A

     

    $32

    $43

     

    $2

     

    N/A

     

    N/A

     

    $45

    (1)

    Includes approximately $130 to $160$182 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

    Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For Entergy Louisiana, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 8 to the domestic utility companies and System Energy financial statements.

    (3)

    It is expected that additional financing under the leaseslease will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each caseEntergy Louisiana must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

    In addition to thesethe contractual obligations given above, Entergy Louisiana expects to contribute $2.6 million$9.5 to its pension plans and $8.5 million to other postretirement plans in 2005.2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Louisiana's pension contributions in the future. Also in addition to the contractual obligations, Entergy Louisiana has $52.1 million of unrecognized tax benefits and interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

    The planned capital investment estimate for Entergy Louisiana reflects capital required to support existing business and customer growth.growth, including the replacement of the Waterford 3 steam generators and the repowering of the Little Gypsy Unit 3, each of which are discussed below. The planned expenditures also include $30 million for potential transmission upgrades related to the planned Ouachita power plant acquisition by Entergy Arkansas; however, the Independent Coordinator of Transmission for the Entergy System has recently estimated the costs of those grades to be approximately $70 million, subject to additional evaluation.

    In April 2007, Entergy Louisiana announced that it plans to pursue the solid fuel repowering of a 538 MW unit at its Little Gypsy plant.  Petroleum coke and coal will be the unit's primary fuel sources.  In July 2007, Entergy Louisiana filed with the LPSC for approval of the repowering project, and stated that it expects to spend $1.55 billion on the project. In addition to seeking a finding that the project is in the public interest, the filing with the LPSC asks that Entergy Louisiana be allowed to recover a portion of the project's financing costs during the construction period. Hearings were held in October 2007, and the LPSC approved the certification of the project in November 2007, subject to several conditions. One of the conditions is the development and approval of a construction monitoring plan. The approval allowed Entergy Louisiana to order equipment, such as boiler and piping components, so that components can be manufactured to keep the project on schedule. A decision regarding whether to allow Entergy Louisiana to recover a portion of the project's financing costs during the construction period was deferred to Phase II of the proceedings. In December 2007, Entergy Louisiana filed testimony in the Phase II proceeding seeking financing cost recovery and proposing a procedure for synchronizing future base rate recovery by a formula rate plan or base rate filing of the project's non-fuel costs. Phase II hearings are scheduled to begin in May 2008. In December 2007, Entergy Louisiana signed a target cost contract with the engineering, procurement, and construction services contractor, and issued the contractor a notice to proceed with construction. Entergy Louisiana expects the project to be completed in 2012.

    279

    Entergy Louisiana plans to replace the Waterford 3 steam generators, along with the reactor vessel closure head and control element drive mechanisms, in 2011.  Replacement of these components is common to pressurized water reactors throughout the nuclear industry.  The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials associated with these components within the reactor coolant system.  The issue is applicable to Waterford 3 and is managed in accordance with standard industry practices and guidelines.  Routine inspections of the steam generators during Waterford 3's Fall 2006 refueling outage identified additional degradation of certain tube spacer supports in the steam generators that required repair beyond that anticipated prior to the outage.  Corrective measures were successfully implemented to permit continued operation of the steam generators. While potential future replacement of these components had been contemplated, additional steam generator tube and component degradation necessitates replacement of the steam generators as soon as reasonably achievable.  The earliest the new steam generators can be manufactured and delivered for installation is 2011. A mid-cycle outage performed in 2007 supports Entergy Louisiana's 2011 replacement strategy. The reactor vessel head and control element drive mechanisms will be replaced at the same time, utilizing the same reactor building construction opening that is necessary for the steam generator replacement.  Entergy Louisiana estimates that it will spend approximately $485 million on this project.

    Entergy's Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    In January 2004, Entergy Louisiana signed

    The Federal Power Act restricts the ability of a definitive agreementpublic utility to acquire the 718 MW Perryville power plant for $170 million. The agreement has subsequently been amended to allow the current plant owner to retain the interconnection facilities associated with the plant, resulting in a decrease in the acquisition price to $162 million.pay distributions out of capital. As a result of its restructuring and the amended terms,related accounting, Entergy Louisiana, LLC applied to the FERC issuedfor a declaratory order to pay distributions on its common and preferred membership interests from the following sources: (1) the amount of Entergy Louisiana, Inc.'s retained earnings immediately prior to its restructuring on December 31, 2005; (2) an orderamount in October 2004 disclaiming jurisdiction over the acquisition. This order currently is subject to rehearing by the FERC. The plant is owned by a subsidiary of Cleco Corporation, which subsidiary submitted a bid in response to Entergy's Fall 2002 request for proposals for supply-side resources. The signingexcess of the agreement followedamount in (1) over a voluntary Chapter 11 bankruptcy filing by the plant's owner. Entergy expects thattransition period not expected to last more than 3 years as long as Entergy Louisiana, LLC's proprietary capital ratio is, and will own 100 percentremain, above 30%; and (3) the amount of the Perryville plant, and that Entergy Louisiana, will sell 75 percent ofLLC's retained earnings after the outputrestructuring. The FERC granted the declaratory order on January 23, 2006. Distributions paid by Entergy Louisiana, LLC on its common membership interests to Entergy Gulf States under a long-term cost-of-serv ice power purchase agreement. In addition,Louisiana Holdings may, in turn, be paid by Entergy Louisiana andHoldings to Entergy Gulf States executed an interim power purchase agreement with the plant's owner through the date of the acquisition's closing (as long as that occurs by December 2005) for 100 percent of the output of the Perryville power plant. In April 2004, the bankruptcy court approved Entergy Louisiana's agreement to acquire the plant. In March 2004, Entergy Gulf States and Entergy Louisiana filed with the LPSC for its approval of the acquisition and long-term cost-of-service power purchase agreement. Entergy is seeking approval from the LPSC of cost recovery for the acquisition, giving consideration toCorporation without the need for the power and the prudence of Entergy Louisiana and Entergy Gulf States in engaging in the transaction. Hearings are scheduled for March 2005. Assuming regulatory approval by the LPSC, Entergy Louisiana expects the Perryville acquisition to close in mid-2005.

    FERC approval. As a wholly-owned subsidiary, Entergy Louisiana Holdings dividends its earnings to Entergy Corporation at a percentage determined monthly. In addition, all of Entergy Louisiana's retained earnings are currently available for distribution.

    Sources of Capital

    Entergy Louisiana's sources to meet its capital requirements include:

    Entergy Louisiana issued $285 million of first mortgage bonds in 2004 as follows:

    Issue Date

    Description

    Maturity

    Amount

    (In Thousands)

    March 2004

    5.50% Series

    April 2019

    $100,000

    October 2004

    6.40% Series

    October 2034

    70,000

    October 2004

    5.09% Series

    November 2014

    115,000

    $285,000

    Entergy Louisiana retired $187.2 million of long-term debt in 2004 as follows:

    Retirement Date

    Description

    Maturity

    Amount

    (In Thousands)

    November 2004

    6.50% Series

    March 2008

    $115,000

    November 2004

    9.00% Series

    September 2045

    72,165

    $187,165

    Entergy Louisiana may refinance or redeem debt and preferred stockmembership interests prior to maturity, to the extent market conditions and interest and dividenddistribution rates are favorable.

    All debt and common and preferred stockmembership interest issuances by Entergy Louisiana require prior regulatory approval. Preferred stockmembership interest and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

    In July 2004,

    280

    Entergy Louisiana's receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

     

     

     

     

     

     

     

    ($2,791)

     

    ($54,041)

     

    ($68,677)

     

    $40,549

    See Note 4 to the financial statements for a description of the money pool.

    On August 2, 2007, Entergy Louisiana renewed its 364-day credit facility and Entergy New Orleans entered into a separate$200 million, 5-year bank credit facility with the same lender. Both facilities will expire in April 2005.facility. Entergy Louisiana has the ability to issue letters of credit against the facility. The credit agreement requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization. The facility has a variable interest rate that would currently be approximately 5.48% on borrowings under the facility, and has a facility fee that is currently 0.09% of the commitment amount. The facility fee and interest rate can borrow up to $15 million andfluctuate depending on the senior unsecured debt ratings of Entergy New Orleans can borrow up to $14 million under their respective credit facilities, but at no time can the total amount borrowed under these facilities by the two companies combined exceed $15 million.Louisiana. As of December 31, 2004,2007, there were no borrowings wereor letters of credit outstanding under these facilities. Borrowingsthe Entergy Louisiana $200 million facility.

    The FERC has issued two orders authorizing long- and short-term securities issuances by Entergy Louisiana, are limitedLLC. The short-term authority extends through March 31, 2008 in an aggregate amount, at any one time outstanding, of up to amounts authorized by$250 million. The long-term authority also extends through March 31, 2008. In January 2008, Entergy Louisiana filed applications with the SEC. TheFERC to extend the authorization period for its current short-term borrowing limitation, including borrowings under the money pool, is $225 million. Under its SEC Orderslimits and without further SEC authorization, Entergy Louisiana cannot incur additional indebtedness or issue otherlong-term securities unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the except ion of money pool borrowings, the security to be issued (if rated) and all outstanding securities of Entergy Louisiana, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Louisiana's short-term borrowing limits.issuances until March 2010.

    Significant Factors and Known Trends

    State and Local Rate Regulation

    The rates that Entergy Louisiana charges for its services significantly influence its financial position, results of operations, and liquidity. Entergy Louisiana is regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.

    In May 2007, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2006 test year, indicating a 7.6% return on common equity. The $6.9 million rate decrease anticipated in this original filing did not occur because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. Entergy Louisiana is currently exploring its securitization options. The May 2007 filing also included Entergy Louisiana's request to recover $39.8 million in unrecovered fixed costs associated with the loss of customers that resulted from Hurricane Katrina and Hurricane Rita, which if approved by the LPSC would increase the return on common equity under the original filing to 9.4%, which is within the band of no change adjacent to the lower end of the sharing bandwidth. In September 2007, Entergy Louisiana modified its formula rate plan filing to reflect its implementation of certain adjustments proposed b y the LPSC staff in its review of Entergy Louisiana's original filing with which Entergy Louisiana agreed, and to reflect its implementation of an $18.4 million annual formula rate plan rate increase comprised of (1) a $23.8 million increase representing 60% of Entergy Louisiana's revenue deficiency, and (2) a $5.4 million decrease for reduced incremental and deferred capacity costs. The LPSC authorized Entergy Louisiana to defer for accounting purposes the difference between its $39.8 million claim for unrecovered fixed costs and 60% of the revenue deficiency to preserve Entergy Louisiana's right to pursue that claim in full during the formula rate plan proceeding. In October 2007, Entergy Louisiana implemented a $7.1 million formula rate plan decrease that is due primarily to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff and intervenors have recommended disallowance of certain costs included in Ent ergy Louisiana's filing, including stock option costs and transmission restructuring costs. Entergy Louisiana disagrees with these proposed adjustments. Hearings in the 2006 test year formula rate plan proceedings are scheduled for August 2008.

    In May 2006, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Louisiana modified the filing in August 2006 to reflect a 9.45% return on equity which is within the allowed bandwidth. The modified filing includes an increase of $24.2 million

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    for interim recovery of storm costs from Hurricanes Katrina and Rita and a $119.2 million rate increase to recover LPSC-approved incremental deferred and ongoing capacity costs. The filing requested recovery of approximately $50 million for the amortization of capacity deferrals over a three-year period, including carrying charges, and approximately $70 million for ongoing capacity costs. The increase was implemented, subject to refund, with the first billing cycle of September 2006. Entergy Louisiana subsequently updated its formula rate plan rider to reflect adjustments proposed by the LPSC Staff with which it agrees. The adjusted return on equity of 9.56% remains within the allowed bandwidth. Ongoing and deferred incremental capacity costs were reduced to $118.7 million. The updated formula rate plan rider was implemented, subject to refund, with the first billing cycle of October 2006. Resolution of this proceeding is still pending.

    Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase in January 2004. In May 2005 the LPSC approved a settlement that resulted in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in July 2005. The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing was made in May 2006 as discussed above. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and En tergy Louisiana.

    In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States Louisiana and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers of Entergy Gulf States Louisiana and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The credits were issued to customers in connection with April 2005 billings. The net income effect of $48.6 million for Entergy Gulf States Louisiana and $8.6 million for Entergy Louisiana was recognized primarily in 2004 when Entergy Gulf States Louisiana and Entergy Louisiana recorded provisions for the expected outcome of the proceeding.

    In addition to rate proceedings, Entergy Louisiana's fuel costs recovered from customers are subject to regulatory scrutiny. This regulatory risk represents Entergy Louisiana's largest potential exposure to price changes in the commodity markets.

    Entergy Louisiana's retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the financial statements.

    Federal Regulation

    System Agreement Proceedings

    See "System Agreement Proceedings" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion of the proceeding at the FERC involving the System Agreement and of other related proceedings.

    Transmission

    See "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion.

    Interconnection Orders

    See "Interconnection Orders" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion.

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    Available Flowgate Capacity Proceeding

    See "Available Flowgate Capacity Proceeding" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion.

    Energy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion, including a discussion of the implications of repeal of PUHCA 1935 and ongoing FERC regulation under the Federal Power Act.

    Utility Restructuring

    In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study fundedperformed by certain industrial customersthe Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such asstranded costs and transmission service. Comments from interested parties were filed withwi th the LPSC onin January 14, 2005. The LPSC has not established a procedural framework for c onsideration ofA technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the comments. At this time,technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not certain what further action, if any, the LPSC might take in response to the information it received.

    At FERC, the pace of restructuring at the wholesale level has begun but has been delayed. It is too early to predict the ultimate effects of changes in United States energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. However, these changes may result, in the long-term,public interest.

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in fundamental changesthat state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the way traditional integrated utilities and holding company systems, like theCentral Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in early 1988, Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not.

    State Rate Regulation

    The rates that Entergy Louisiana charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy Louisiana is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.

    In January 2005,Arkansas, Entergy Gulf States, Inc. and Entergy Louisiana filed testimony with the LPSC in support of a proposed settlement with the LPSC that would resolve, among other dockets, dockets established to consider issues concerning power purchases for both Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004. The proposed settlement currently includes an offer to refund $14 million to Entergy Louisiana's customers. The LPSC has solicited comments on the proposed settlement from the parties to the various proceedings at issue in the proposed settlement. The proposed settlement is scheduled to be presented to the LPSC for consideration on March 23, 2005.

    In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increaseseries of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributablecontributions to the acquisitionCentral States Compact to fund the Central States Compact's development of a generating station and certain power purchase agreements that, based on current natural gas prices, would produce fuel and purchased power savings for customers that substantially mitigatelow-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the impact of the requested base rate increase. The filing also requested an allowed ROE of 11.4%. Entergy Louisiana's previously authorized ROE mid-point currently in effect is 10.5%. Hearings concluded in December 2004. Based on evidence submitted at the hearing, the LPSC staff is recommending approximately a $7 million base rate increase. The LPSC staff proposed the implementation of a formula rate plan that includes a provisionhost state for the recovery of incremental capacity costs, including those related toproposed Central States Compact disposal facility, denied the compact's license application for the proposed Perryville acquisition, without filing a traditional base rate proceeding. A decision by the LPSC is expected in mid- to late-March 2005 on these issues.

    In addition to rate proceedings, Entergy Louisiana's fuel costs recovered from customers are subject to regulatory scrutiny. This regulatory risk represents Entergy Louisiana's largest potential exposure to price changes in the commodity markets.

    Entergy Louisiana's retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    System Agreement Proceedings

    The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and transmission facilities under the terms of an agreement called the System Agreement that has been approved by the FERC. Litigation involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questions of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues.

    In February 2004, a FERC ALJ issued an Initial Decision in the LPSC-initiated proceeding at the FERC. The Initial Decision decided some issues in favor of the relief sought by the LPSC, and decided some issues against the relief sought by the LPSC.disposal facility.  Several parties, including Entergy, the LPSC,commission that governs the APSC, the MPSC, the City Council, and the FERC Staff,compact (the Compact Commission), filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effecta l awsuit against Nebraska seeking damages resulting from Nebraska's denial of the Initial Decision is full production cost equalization, which was rejected inproposed facility's license.  After a trial, the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedentU.S. District Court concluded that Nebraska violated its good faith obligations regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy Systemproposed waste disposal facility and would resultrendered a judgment against Nebraska in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

    If the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among$151 million.  In August 2004, Nebraska agreed to pay the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costsCompact $141 million in settlement of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility compan ies whose production costs are below Entergy System average production costjudgment. In July 2005, the Compact Commission decided to domestic utility companies whose production costs are above Entergy System average production cost.

    An assessmentdistribute a substantial portion of the potential effects ofproceeds from the ALJ's Initial Decision requires assumptions regardingsettlement to the future total production cost of each domestic utility company, which assumptions includenuclear power generators that had contributed funding for the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.Boyd County facility, including Entergy Louisiana andArkansas, Entergy Gulf States, are more dependent upon gas-fired generation thanInc. and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu$19.9 million to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu duri ng the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:


    Range of Annual Payments
    or (Receipts)

    Average Annual
    Payments or (Receipts)
    for 2005-2009 Period

    (In Millions)

    (In Millions)

    Entergy Arkansas

    $154 to $281 

    $215                 

    Entergy Gulf States

    ($130) to ($15)

    ($63)                

    Entergy Louisiana

    ($199) to ($98)

    ($141)

    Entergy Mississippi

    ($16) to $8 

    $1                 

    Entergy New Orleans

    ($17) to ($5)

    ($12)               

    Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy Louisiana does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operation.

    In February 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas filed testimony in response to the APSC's Order of Investigation. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; an d states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

    In April 2004, the APSC commenced the investigation into Entergy Louisiana's Vidalia purchased power contract and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC. Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

    In April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under a March 2003 rate case settlement are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as t he named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption. In February 2005, the state court issued an oral decision dismissing the City Council's claims for lack of subject matter jurisdiction and prematurity.

    The LPSC instituted a companion ex-parte System Agreement investigation to litigate several of the System Agreement issues that the LPSC is litigating before the FERC in the previously discussed System Agreement proceeding. This companion proceeding will require the LPSC to interpret various provisions of the System Agreement, including those relating to minimum-run and must-run units, the propriety of the methods used for billing and dispatch on the Entergy System, and the use of a rolling, twelve-month average of system peaks for allocating certain costs. In addition, by this companion proceeding the LPSC is questioning whether Entergy Louisiana and Entergy Gulf States, were prudent for not seeking changesInc., and $19.4 million to the System Agreement previously, so as to lower costs imposed upon their ratepayers and to increase costs imposed upon ratepayers of other domestic utility companies. The LPSC staff has filed testimony suggesting that the remedyEntergy Louisiana.  A liability was recorded in 2005 for the alleged imprudence of Entergy Louisiana and Entergy Gulf States should be a reduction in allowed rate of return on common equity of 100 basis points. The domestic utility companies have challenged the proprietyportion of the LPSC's litigating System Agreement issues. Nevertheless, on January 16, 2002proceeds previously recovered from ratepayers, with the LPSC affirmed a decision of its ALJ upholding the LPSC staff's right to litigate System Agreement issues at the LPSC, rather than before the FERC. The procedural schedule is suspended at this time and an evidentiary hearing is not scheduled. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is preempted by federal law from reviewing and interpreting FERC rate schedules that are partremainder of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate scheduleproceeds causing an increase in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruledpre-tax earnings in Entergy Louisiana's favor and reversed the decisions2005 of the LPSC and the Louisiana Supreme Court.

    Transmission

    In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs.

    In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity (Independent Coordinator of Transmission or ICT) to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposed to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the implementation of the proposed weekly procurement process (WPP). The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

    Entergy also proposed to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC, and any party contesting such determination, including Entergy, would be required to seek review$4.6 million at the FERC. Several technical conferences regarding the ICT proposal, or various components thereof, were held in 2004. Entergy has also responded to discovery requests that resulted from these conferences.

    In January 2005, Entergy filed a petition for declaratory order with the FERC requesting that the FERC provide guidance on two important issues: (1) whether the functions performed by the ICT will cause it to become a "public utility" under the Federal Power Act or the "transmission provider" under Entergy's open access transmission tariff; and (2) whether Entergy's transmission pricing proposal, as administered by the ICT, satisfies the FERC's transmission pricing policy. The petition also indicates that, subject to the outcome of the petition and obtaining support of Entergy's retail regulators, Entergy would be willing to have the ICT perform the following additional functions: (a) grant or deny requests for transmission service; (b) calculate available flowgate capacity; (c) administer Entergy's OASIS; and (d) perform an enhanced planning function (integrating the plans of Entergy and other potential transmission owners to identify regional synergies.) Comments and interventions on the petition were filed by market participants and retail regulators on February 4, 2005. In their individual comments, the APSC, LPSC, and City Council supported Entergy's position that the ICT would not become a "public utility" or "transmission provider" and that the transmission pricing proposal satisfies the FERC's transmission pricing policy. Certain other parties urged the FERC to reject the petition for declaratory order or, in the alternative, that the FERC assert jurisdiction over the ICT and determine that Entergy's proposed pricing policy is inconsistent with FERC's current pricing policy. FERC action on the petition is expected during the first half of 2005.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Additionally, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. A hearing on the transmission pricing aspects of the ICT proposal is scheduled for May 2005, with a separate hearing on the WPP portion o f the proposal currently scheduled for August 2005.

    Interconnection Orders

    The domestic utility companies (except Entergy New Orleans) are currently defendants to several complaints and rehearing requests before the FERC in which independent generation entities (GenCos) are seeking a refund of monies that the GenCos had previously paid to the Entergy companies for facilities necessary to connect their generation facilities to Entergy's transmission system. The FERC has issued initial orders in response to two of the complaints and in certain other dockets ordering Entergy to refund approximately $100 million in expenses and tax obligations previously paid by the GenCos, including $3 million for Entergy Louisiana. The refunds will be in the form of transmission credits that will be utilized over time as the GenCos take transmission service from Entergy.

    In addition, Entergy Louisiana was recently directed, effective as of March 2001, to provide transmission credits, with interest, associated with a specific generator that asserted to the FERC that it retained in its contract for interconnection a right to execute the latest form of Entergy's standard interconnection agreement in lieu of its existing contract, which thereby would apply FERC's most recent interconnection cost allocation policies to that generator. Following an ALJ's Initial Decision and an order affirming such decision by FERC, approximately $15 million in expenses and tax obligations previously paid by the generator have been ordered refunded in the form of transmission credits, to be utilized over time and applied to Entergy transmission service bills incurred after March 2001. Entergy Louisiana has sought rehearing of the FERC's order.

    To the extent the Entergy companies are ordered to provide such refunds, these costs will qualify for inclusion in the Entergy companies' rates. The recovery of these costs is not automatic, however, especially at the retail level, where the majority of the cost recovery would occur. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed and have the affected interconnection agreements reinstated as agreed to originally by the generators.

    Available Flowgate Capacity Proceeding

    On December 17, 2004, the FERC issued an order initiating a hearing and investigation concerning the justness and reasonableness of the Available Flowgate Capacity (AFC) methodology, the methodology used to evaluate short-term transmission service requests under the domestic utility companies' open access transmission tariff, and establishing a refund effective date. In its order, the FERC indicated that although it "appreciates that Entergy is attempting to explore ways to improve transmission access on its system," it believed that an investigation was warranted to gather more evidence in light of the concerns raised by certain transmission customers and certain issues raised in a FERC audit report finding errors and problems with the predecessor methodology used by Entergy for evaluating short-term transmission requests, the Generator Operating Limits methodology. The FERC order indicates that the investigation will include an examination of (i) Entergy's implementation of the AFC program, (ii) whether Entergy's implementation has complied with prior FERC orders and open access transmission tariff provisions addressing the AFC program, and (iii) whether Entergy's provision of access to short-term transmission on its transmission system was just, reasonable, and not unduly discriminatory.

    Entergy has submitted an Emergency Interim Request for Rehearing requesting the FERC to defer the hearing process and instead proceed initially with an independent audit of the AFC program and the expansion of the current process involving other market participants to address a broader range of issues. Entergy believes that this type of approach is a more efficient and effective mechanism for evaluating the AFC program. Following the completion of the independent audit and process involving other market participants, the FERC could determine whether other procedural steps are necessary. The FERC has not yet ruled on the Emergency Interim Request for Rehearing submitted by Entergy.

    Entergy believes that it has complied with the provisions of its open access transmission tariff, including the provisions addressing the implementation of the AFC methodology; however, the ultimate scope of this proceeding cannot be predicted at this time. A hearing in the AFC proceeding is currently scheduled to commence in August 2005.

    Industrial and Commercial Customers

    Entergy Louisiana's large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Louisiana's industrial customer base. Entergy Louisiana responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Despite these actions, Entergy Louisiana lost a large industrial customer to cogeneration in late 2002. The customer accounted for approximately 2% of its net revenue in 2001. Entergy Louisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial energy demand, from both existing and new customers. Entergy Louisiana does not currently expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Louisiana's market ing efforts in retaining industrial customers.

    Market and Credit Risks

    Entergy Louisiana has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

    Entergy Louisiana's nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires Entergy Louisiana to maintain trusts to fund the costs of decommissioning Waterford 3. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the Waterford 3 trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8, and 12 to the domestic utility companies and System Energy financial statements.

    Nuclear Matters

    Entergy Louisiana owns and operates, through an affiliate, the Waterford 3 nuclear power plant. Entergy Louisiana is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, regulatory requirement changes, including changes resulting from events at other plants, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to

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    decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of Waterford 3, Entergy Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    In August 2001, the NRC issued a bulletin requesting all pressurized water reactor owners and operators

    The nuclear industry continues to report on the structural integrity of their reactor vessel head penetration nozzles to justify continued operations past December 31, 2001. These types of reactors are susceptibleaddress susceptibility to stress corrosion cracking of certain materials associated with components within the reactor coolant system.  The issue is applicable to Waterford 3 and is managed in accordance with standard industry practices and guidelines.  As discussed above in more detail, Entergy Louisiana plans to replace the Waterford 3 steam generators, along with the reactor vessel closure head nozzles. Waterford is a pressurized water reactor. To date, there has been no primary side stress corrosion cracking identifiedand control element drive mechanisms, in the Waterford reactor vessel head. Inspections of the Waterford reactor vessel head will continue during planned refueling outages.2011.

    Environmental Risks

    Entergy Louisiana's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Louisiana is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

    Litigation Risks

    The state of Louisiana has proven to be an unusually litigious environment. Judges and juries in Louisiana have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy Louisiana uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a business risk.

    Critical Accounting Estimates

    The preparation of Entergy Louisiana's financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and the potential for future changes in the assumptions and measurements that could produce estimates that would have a material effect on the presentation of Entergy Louisiana's financial position or results of operations.

    Nuclear Decommissioning Costs

    Regulations require

    See "Nuclear Decommissioning Costs" in the "Critical Accounting Estimates" section of Entergy Louisiana to decommission the Waterford 3 nuclear power plant after the facility is taken out of service,Corporation and money is collectedSubsidiaries Management's Discussion and deposited in trust funds during the facility's operating life in order to provideAnalysis for this obligation. Entergy Louisiana conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. The following key assumptions have a significant effect on these estimates:

    Entergy Louisiana collects substantially all of the projected costs of decommissioning Waterford 3 through rates charged to customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs. If decommissioning cost study estimates are changed and approved by regulators, collections from customers would also change.

    SFAS 143

    Entergy Louisiana implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Louisiana's asset retirement obligations, and the measurement and recording of Entergy Louisiana's decommissioning obligations changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

    The net effect of implementing SFAS 143 for Entergy Louisiana was recorded as a regulatory asset, with no resulting impact on Entergy Louisiana's net income. Entergy Louisiana recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Louisiana to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation of SFAS 143 in 2003, assets and liabilities increased by $305 million as a result of recording the asset retirement obligation at its fair value of $305 million as determined under SFAS 143, increasing total utility plant by $99 million, reducing accumulated depreciation by $82 million, and recording the related regulatory asset of $124 million.

    Unbilled Revenue

    As discussed in Note 1 to the domestic utility companies and System Energy financial statements, Entergy Louisiana records an estimate of the revenues earned for energy delivered since the latest customer billing. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. The difference between the estimate of the unbilled receivable at the beginning of the period and the end of the period is the amount of unbilled revenue recognized during the period. The estimate recorded is primarily based upon an estimate of customer usage during the unbilled period and the billed price to customers in that month, including fuel price. Therefore, revenue recognized may be affected by the estimated price and usage at the beginning and end of each period and fuel price fluctuations, in addition to changes in certain components of the calculation including changes to estimates such as line loss, which affectscalculation. Effective January 1, 2006, Entergy Louisiana reclassified the estimatefuel component of unbilled customer usage,accounts receivable to deferre d fuel and assumptions regarding price such aswill no longer include the fuel cost recovery mechanism.component in the unbilled calculation, which is in accordance with regulatory treatment.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting

    284

    mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit
    Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $1,061

     

    $12,385

     

    (0.25%)

     

    $1,307

     

    $12,651

    Rate of return on plan assets

     

    (0.25%)

     

    $786             

     

    -             

     

    (0.25%)

     

    $918

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $523             

     

    $3,018            

     

    0.25%

     

    $584

     

    $2,867

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

                                          Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $416

     

    $2,407

     

    0.25%

     

    $538

     

    $2,956

    Discount rate

     

    (0.25%)

     

    $234

     

    $3,033

     

    (0.25%)

     

    $320

     

    $3,639

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for Entergy Louisiana in 20042007 was $3.3$9.7 million. Entergy Louisiana anticipates 20052008 qualified pension cost to increasedecrease to $6.8$7 million due to decreasean increase in the discount rate (from 6.25%6.00% to 6.00%) and the expected rate of return (from 8.75% to 8.5%6.50%) used to calculate benefit obligations. Entergy Louisiana contributed $3.9 million to its pension plan in 2004 and anticipates making $2.6 million in contributions in 2005. The decrease in pension funding requirements is dueGuidance pursuant to the Pension Funding EquityProtection Act relief passed in April 2004, partially offset by declining interest ratesof 2006 rules, effective for the 2008 plan year and beyond, may affect the phased-in effectlevel of asset underperformance from 2000 to 2002.

    Entergy Louisiana's accumulated benefit obligation at December 31, 2004, and 2002 exceeded plan assets. As a result, Entergy Louisiana was required to recognize an additional minimum liability as prescribed by SFAS 87pension contributions in those years. At December 31, 2003, Entergy Louisiana's accumulated benefit obligation was less than plan assets, therefore there was no additional minimum pension liability required to be recognized. At December 31, 2004, Entergy Louisiana recorded an additional pension minimum liability of $38.9 million; an offsetting intangible asset of $4.8 million, and a regulatory asset of $34.1 million. Net income for 2004, 2003, and 2002 was not impacted by the additional minimum pension liability.future.

    Total postretirement health care and life insurance benefit costs for Entergy Louisiana in 20042007 were $12.3$15.7 million, including $3 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Louisiana expects 2008 postretirement health care and life insurance benefit costs to approximate $16.7 million, including $2.8 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Louisiana expects 2005to contribute $9.5 million to its other postretirement health careplans in 2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and life insurance benefit costs to approximate $12.7 million, including $3.2 million in savings due to the estimated effectSubsidiaries Management's Discussion and Analysis for a discussion of future Medicare Part D subsidies. The increase in postretirement health care and life insurance benefit costs is due to the decrease in the discount rate (from 6.25% to 6.00%) and an increase in the health care cost trend rate used to calculate benefit obligations.new accounting pronouncements.

    285

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and ShareholdersMembers
    Entergy Louisiana, Inc.:LLC:

    We have audited the accompanying balance sheets of Entergy Louisiana, Inc.LLC (the "Company") as of December 31, 20042007 and 2003,2006 and the related statements of income, retained earnings,income; of members' equity and comprehensive income; and of cash flows (pages 219287 through 224292 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Louisiana, Inc.LLC as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 5 and Note 8 to the notes to respective financial statements, in 2003 Entergy Louisiana, Inc. adopted the provisions of Statement of Financial Accounting Standards Board Interpretation No. 46,Consolidation of Variable Interest Entities,and Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    286

    ENTERGY LOUISIANA, INC.

    INCOME STATEMENTS

    For the Years Ended December 31,

    2004

    2003

    2002

    (In Thousands)

    OPERATING REVENUES

    Domestic electric

    $2,226,986 

    $2,165,570 

    $1,815,352 

    OPERATING EXPENSES

    Operation and Maintenance:

      Fuel, fuel-related expenses, and

       gas purchased for resale

    671,549 

    525,645 

    436,568 

      Purchased power

    667,893 

    668,337 

    438,627 

      Nuclear refueling outage expenses

    13,633 

    11,130 

    11,502 

      Other operation and maintenance

    367,824 

    376,770 

    340,803 

    Decommissioning

    21,958 

    20,569 

    10,422 

    Taxes other than income taxes

    68,999 

    70,084 

    60,698 

    Depreciation and amortization

    197,380 

    192,972 

    182,871 

    Other regulatory charges (credits) - net

    (43,765)

    (2,160)

    17,219 

    TOTAL

    1,965,471 

    1,863,347 

    1,498,710 

    OPERATING INCOME

    261,515 

    302,223 

    316,642 

    OTHER INCOME

    Allowance for equity funds used during construction

    7,494 

    6,900 

    5,195 

    Interest and dividend income

    8,209 

    8,820 

    7,668 

    Miscellaneous - net

    (929)

    (3,100)

    (3,244)

    TOTAL

    14,774 

    12,620 

    9,619 

    INTEREST AND OTHER CHARGES

    Interest on long-term debt

    70,210 

    73,227 

    98,242 

    Other interest - net

    3,931 

    3,529 

    2,425 

    Allowance for borrowed funds used during construction

    (4,822)

    (5,475)

    (3,880)

    TOTAL

    69,319 

    71,281 

    96,787 

    INCOME BEFORE INCOME TAXES

    206,970 

    243,562 

    229,474 

    Income taxes

    79,475 

    97,408 

    84,765 

    NET INCOME

    127,495 

    146,154 

    144,709 

    Preferred dividend requirements and other

    6,714 

    6,714 

    6,714 

    EARNINGS APPLICABLE TO

    COMMON STOCK

    $120,781 

    $139,440 

    $137,995 

    See Notes to Respective Financial Statements.

     

    ENTERGY LOUISIANA, INC.

    STATEMENTS OF CASH FLOWS

    For the Years Ended December 31,

    2004

    2003

    2002

    (In Thousands)

    OPERATING ACTIVITIES

    Net income

    $127,495 

    $146,154 

    $144,709 

    Adjustments to reconcile net income to net cash flow provided by
    operating activities:

      Reserve for regulatory adjustments

    14,076 

    1,858 

      Other regulatory charges (credits) - net

    (43,765)

    (2,160)

    17,219 

      Depreciation, amortization, and decommissioning

    219,338 

    213,541 

    193,293 

      Deferred income taxes and investment tax credits

    75,078 

    859,157 

    39,849 

      Changes in working capital:

        Receivables

    (36,185)

    (4,418)

    (68,936)

        Accounts payable

    (36,862)

    49,028 

    7,370 

        Taxes accrued

    89,079 

    (804,805)

    779,590 

        Interest accrued

    (1,791)

    (10,324)

    (3,971)

        Deferred fuel costs

    21,955 

    (56,211)

    (41,891)

        Other working capital accounts

    20,693 

    10,395 

    (118,718)

      Provision for estimated losses and reserves

    6,119 

    12,194 

    5,818 

      Changes in other regulatory assets

    (14,456)

    59,169 

    (23,879)

      Other

    (16,056)

    (59,639)

    105,324 

    Net cash flow provided by operating activities

    424,718 

    413,939 

    1,035,777 

    INVESTING ACTIVITIES

    Construction expenditures

    (240,283)

    (257,754)

    (209,826)

    Allowance for equity funds used during construction

    7,494 

    6,900 

    5,195 

    Nuclear fuel purchases

    (41,525)

    (50,473)

    Proceeds from the sale/leaseback of nuclear fuel

    41,525 

    50,473 

    Decommissioning trust contributions and realized

     change in trust assets

    (12,615)

    (17,506)

    (13,854)

    Changes in other investments - net

    2,173 

    (12)

    6,152 

    Net cash flow used in investing activities

    (243,231)

    (268,372)

    (212,333)

    FINANCING ACTIVITIES

    Proceeds from the issuance of long-term debt

    282,745 

    144,679 

    Retirement of long-term debt

    (203,756)

    (296,366)

    (300,617)

    Repurchase of common stock

    (120,000)

    Dividends paid:

      Common stock

    (116,500)

    (145,500)

    (271,400)

      Preferred stock

    (6,714)

    (6,714)

    (6,714)

    Net cash flow used in financing activities

    (44,225)

    (448,580)

    (554,052)

    Net increase (decrease) in cash and cash equivalents

    137,262 

    (303,013)

    269,392 

    Cash and cash equivalents at beginning of period

    8,787 

    311,800 

    42,408 

    Cash and cash equivalents at end of period

    $146,049 

    $8,787 

    $311,800 

    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Cash paid/(received) during the period for:

      Interest - net of amount capitalized

    $73,170 

    $84,089 

    $99,998 

      Income taxes

    ($70,650)

    $35,128 

    ($781,540)

    See Notes to Respective Financial Statements.

    ENTERGY LOUISIANA, LLC
    INCOME STATEMENTS
         
     For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
           
    OPERATING REVENUES      
    Electric $2,737,552  $2,451,258  $2,650,181 
           
    OPERATING EXPENSES      
    Operation and Maintenance:      
      Fuel, fuel-related expenses, and      
       gas purchased for resale 887,749  710,746  916,779 
      Purchased power 814,779  824,645  872,026 
      Nuclear refueling outage expenses 17,664  15,337  15,351 
      Other operation and maintenance 427,241  394,390  356,084 
    Decommissioning 18,530  17,245  18,785 
    Taxes other than income taxes 60,293  61,168  73,860 
    Depreciation and amortization 178,841  186,021  186,281 
    Other regulatory charges (credits) - net 43,949  (26,257) (70,119)
    TOTAL 2,449,046  2,183,295  2,369,047 
           
    OPERATING INCOME 288,506  267,963  281,134 
           
    OTHER INCOME      
    Allowance for equity funds used during construction 11,119  14,229  10,251 
    Interest and dividend income 8,901  12,997  19,882 
    Miscellaneous - net (3,497) 2,725  (7,539)
    TOTAL 16,523  29,951  22,594 
           
    INTEREST AND OTHER CHARGES     
    Interest on long-term debt 74,021  81,563  73,691 
    Other interest - net 11,708  10,653  11,727 
    Allowance for borrowed funds used during construction (7,531) (10,258) (6,591)
    TOTAL 78,198  81,958  78,827 
           
    INCOME BEFORE INCOME TAXES 226,831  215,956  224,901 
           
    Income taxes 83,494  78,338  96,819 
           
    NET INCOME 143,337  137,618  128,082 
           
    Preferred distribution requirements and other 6,950  6,950  - - 
           
    EARNINGS APPLICABLE TO      
    COMMON EQUITY $136,387  $130,668  $128,082 
           
           
    See Notes to Financial Statements.      
           

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    288

     

    ENTERGY LOUISIANA, INC.

    BALANCE SHEETS

    ASSETS

    December 31,

    2004

    2003

    (In Thousands)

    CURRENT ASSETS

    Cash and cash equivalents:

      Cash

    $3,875

    $8,787

      Temporary cash investments - at cost,

       which approximates market

    142,174

    -

         Total cash and cash equivalents

    146,049

    8,787

    Accounts receivable:

      Customer

    88,154

    93,393

      Allowance for doubtful accounts

    (3,135)

    (4,487)

      Associated companies

    43,121

    9,074

      Other

    13,070

    12,334

      Accrued unbilled revenues

    143,453

    138,164

         Total accounts receivable

    284,663

    248,478

    Deferred fuel costs

    8,654

    30,609

    Accumulated deferred income taxes

    12,712

    -

    Materials and supplies - at average cost

    77,665

    74,349

    Deferred nuclear refueling outage costs

    5,605

    19,226

    Prepayments and other

    6,861

    67,623

    TOTAL

    542,209

    449,072

    OTHER PROPERTY AND INVESTMENTS

    Investment in affiliates - at equity

    14,230

    14,230

    Decommissioning trust funds

    172,083

    151,996

    Non-utility property - at cost (less accumulated depreciation)

    21,176

    21,307

    Other

    4

    2,177

    TOTAL

    207,493

    189,710

    UTILITY PLANT

    Electric

    5,985,889

    5,836,914

    Property under capital lease

    250,964

    250,102

    Construction work in progress

    188,848

    172,405

    Nuclear fuel under capital lease

    31,655

    65,066

    TOTAL UTILITY PLANT

    6,457,356

    6,324,487

    Less - accumulated depreciation and amortization

    2,799,936

    2,686,778

    UTILITY PLANT - NET

    3,657,420

    3,637,709

    DEFERRED DEBITS AND OTHER ASSETS

    Regulatory assets:

      SFAS 109 regulatory asset - net

    132,686

    156,111

      Other regulatory assets

    302,456

    217,689

    Long-term receivables

    10,736

    1,511

    Other

    25,994

    22,737

    TOTAL

    471,872

    398,048

    TOTAL ASSETS

    $4,878,994

    $4,674,539

    See Notes to Respective Financial Statements.

         
         
         

    ENTERGY LOUISIANA, INC.

    BALANCE SHEETS

    LIABILITIES AND SHAREHOLDERS' EQUITY

    December 31,

    2004

    2003

    (In Thousands)

    CURRENT LIABILITIES

    Currently maturing long-term debt

    $55,000

    $14,809

    Accounts payable:

      Associated companies

    57,681

    101,191

      Other

    128,523

    121,875

    Customer deposits

    66,963

    61,215

    Accumulated deferred income taxes

    -

    566

    Taxes accrued

    7,268

    -

    Interest accrued

    18,438

    20,229

    Obligations under capital leases

    22,753

    35,506

    Other

    10,428

    5,110

    TOTAL

    367,054

    360,501

    NON-CURRENT LIABILITIES

    Accumulated deferred income taxes and taxes accrued

    1,805,410

    1,728,156

    Accumulated deferred investment tax credits

    96,130

    101,258

    Obligations under capital leases

    8,903

    29,560

    Other regulatory liabilities

    51,260

    39,026

    Decommissioning liabilities

    347,255

    325,298

    Accumulated provisions

    92,653

    86,534

    Long-term debt

    930,695

    887,687

    Other

    106,815

    47,981

    TOTAL

    3,439,121

    3,245,500

    Commitments and Contingencies
         

    SHAREHOLDERS' EQUITY

    Preferred stock without sinking fund

    100,500

    100,500

    Common stock, no par value, authorized 250,000,000

     shares; issued 165,173,180 shares in 2004 and 2003

    1,088,900

    1,088,900

    Capital stock expense and other

    (1,718)

    (1,718)

    Retained earnings

    5,137

    856

    Less - treasury stock, at cost (18,202,573 shares in 2004 and 2003)

    120,000

    120,000

    TOTAL

    1,072,819

    1,068,538

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    $4,878,994

    $4,674,539

    See Notes to Respective Financial Statements.

    ENTERGY LOUISIANA, LLC
    STATEMENTS OF CASH FLOWS
           
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
           
    OPERATING ACTIVITIES      
    Net income $143,337  $137,618  $128,082 
    Adjustments to reconcile net income to net cash flow provided by operating activities:      
      Reserve for regulatory adjustments - -  7,635  (13,674)
      Other regulatory charges (credits) - net 43,949  (26,257) (70,119)
      Depreciation, amortization, and decommissioning 197,371  203,266  205,066 
      Deferred income taxes, investment tax credits, and non-current taxes accrued (26,634) 38,290  185,140 
      Changes in working capital:      
        Receivables (65,082) 140,690  (112,828)
        Accounts payable (74,923) 50,499  40,382 
        Taxes accrued 1,519  (23,997) 81,280 
        Interest accrued (750) 2,047  10,004 
        Deferred fuel costs 95,094  (92,423) (13,231)
        Other working capital accounts 46,418  4,739  (26,873)
      Provision for estimated losses and reserves (5,393) 2,060  512 
      Changes in other regulatory assets (23,829) 16,555  (111,641)
      Other 22,140  (47,705) (131,024)
    Net cash flow provided by operating activities 353,217  413,017  171,076 
           
    INVESTING ACTIVITIES      
    Construction expenditures (321,506) (449,015) (389,220)
    Allowance for equity funds used during construction 11,119  14,229  10,251 
    Insurance proceeds 10,065  - -  - - 
    Nuclear fuel purchases (3,131) (55,994) (54,498)
    Proceeds from the sale/leaseback of nuclear fuel 14,306  44,819  54,158 
    Payment for purchase of plant - -  - -  (162,075)
    Proceeds from nuclear decommissioning trust fund sales 23,848  20,179  107,291 
    Investment in nuclear decommissioning trust funds (32,161) (29,079) (115,552)
    Change in money pool receivable - net - -  - -  40,549 
    Other regulatory investments - -  (24,415) (40,357)
    Net cash flow used in investing activities (297,460) (479,276) (549,453)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of:      
      Long-term debt - -  - -  401,928 
      Preferred membership interests - -  - -  97,982 
    Additional equity from parent 1,119  50,013  - - 
    Retirement of long-term debt - -  (25,000) (219,374)
    Change in money pool payable - net (51,250) (14,636) 68,677 
    Changes in short-term borrowings - -  (40,000) 40,000 
    Dividends/distributions paid:      
      Common equity - -  - -  (51,600)
      Preferred membership interests (8,069) (6,660) - - 
    Net cash flow provided by (used in) financing activities (58,200) (36,283) 337,613 
           
    Net decrease in cash and cash equivalents (2,443) (102,542) (40,764)
           
    Cash and cash equivalents at beginning of period 2,743  105,285  146,049 
           
    Cash and cash equivalents at end of period $300  $2,743  $105,285 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
      Cash paid during the period for:      
        Interest - net of amount capitalized $82,584  $86,229  $71,831 
        Income taxes $119,080  $44,830  $11,116 
           
    See Notes to Financial Statements.      

    289

     

    ENTERGY LOUISIANA, INC.

    STATEMENTS OF RETAINED EARNINGS

    For the Years Ended December 31,

    2004

    2003

    2002

    (In Thousands)

    Retained Earnings, January 1

    $856

    $6,916

    $140,321

      Add:

        Net income

    127,495

    146,154

    144,709

      Deduct:

        Dividends declared:

        Preferred stock

    6,714

    6,714

    6,714

        Common stock

    116,500

    145,500

    271,400

          Total

    123,214

    152,214

    278,114

    Retained Earnings, December 31

    $5,137

    $856

    $6,916

    See Notes to Respective Financial Statements.

    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    ASSETS
         
      December 31,
     2007 2006
     (In Thousands)
         
    CURRENT ASSETS    
    Cash and cash equivalents $300  $2,743 
    Accounts receivable:    
      Customer 96,679  97,207 
      Allowance for doubtful accounts (1,988) (1,856)
      Associated companies 91,873  28,621 
      Other 14,186  22,652 
      Accrued unbilled revenues 75,860  69,628 
         Total accounts receivable 276,610  216,252 
    Deferred fuel costs - -  46,310 
    Accumulated deferred income taxes 15,229  - - 
    Materials and supplies - at average cost 108,959  98,284 
    Deferred nuclear refueling outage costs 7,080  23,639 
    Prepayments and other 7,820  5,769 
    TOTAL 415,998  392,997 
         
    OTHER PROPERTY AND INVESTMENTS    
    Decommissioning trust funds 221,971  208,926 
    Non-utility property - at cost (less accumulated depreciation) 1,488  1,670 
    Note receivable - Entergy New Orleans 9,353  - - 
    Other  
    TOTAL 232,816  210,600 
         
    UTILITY PLANT    
    Electric 6,550,597  6,693,633 
    Property under capital lease 253,387  252,972 
    Construction work in progress 276,974  190,454 
    Nuclear fuel under capital lease 44,532  82,464 
    TOTAL UTILITY PLANT 7,125,490  7,219,523 
    Less - accumulated depreciation and amortization 3,095,473  2,959,422 
    UTILITY PLANT - NET 4,030,017  4,260,101 
         
    DEFERRED DEBITS AND OTHER ASSETS    
    Regulatory assets:    
      SFAS 109 regulatory asset - net 117,322  157,789 
      Other regulatory assets 832,449  539,309 
      Deferred fuel costs 67,998  67,998 
    Long-term receivables 2,982  5,986 
    Other 23,539  20,062 
    TOTAL 1,044,290  791,144 
          
    TOTAL ASSETS $5,723,121  $5,654,842 
         
    See Notes to Financial Statements.    
     
    290
     
    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    LIABILITIES AND MEMBERS' EQUITY
         
     December 31,
     2007 2006
     (In Thousands)
     
    CURRENT LIABILITIES    
    Accounts payable:    
      Associated companies $65,930  $160,555 
      Other 148,651  203,076 
    Customer deposits 79,013  72,579 
    Taxes accrued 7,756  6,237 
    Accumulated deferred income taxes - -  32,026 
    Interest accrued 29,739  30,489 
    Deferred fuel costs 48,784  - - 
    Obligations under capital leases 42,714  39,067 
    Pension and other postretirement liabilities 8,772  8,276 
    System agreement cost equalization 46,000  - - 
    Other 18,961  30,425 
    TOTAL 496,320  582,730 
         
    NON-CURRENT LIABILITIES    
    Accumulated deferred income taxes and taxes accrued 1,803,430  1,827,900 
    Accumulated deferred investment tax credits 86,045  89,242 
    Obligations under capital leases 1,818  43,397 
    Other regulatory liabilities 127,836  50,210 
    Decommissioning 257,066  238,536 
    Accumulated provisions 18,405  23,798 
    Pension and other postretirement liabilities 145,786  146,646 
    Long-term debt 1,147,660  1,147,647 
    Other 85,214  86,428 
    TOTAL 3,673,260  3,653,804 
         
    Commitments and Contingencies    
         
    MEMBERS' EQUITY    
    Preferred membership interests without sinking fund 100,000  100,000 
    Members' equity 1,481,509  1,344,003 
    Accumulated other comprehensive loss (27,968) (25,695)
    TOTAL 1,553,541  1,418,308 
         
    TOTAL LIABILITIES AND MEMBERS' EQUITY $5,723,121  $5,654,842 
         
    See Notes to Financial Statements.    

    291

     

    ENTERGY LOUISIANA, INC.

    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

    2004

    2003

    2002

    2001

    2000

    (In Thousands)

    Operating revenues

    $2,226,986

    $2,165,570

    $1,815,352

    $1,901,913

    $2,062,437

    Net Income

    $127,495

    $146,154

    $144,709

    $132,550

    $162,679

    Total assets

    $4,878,994

    $4,674,539

    $4,753,704

    $4,149,701

    $4,289,409

    Long-term obligations (1)

    $939,598

    $917,247

    $919,319

    $1,197,473

    $1,411,345

    (1) Included long-term debt (excluding currently maturing debt), preferred stock with sinking fund (for the year 2000 only), and noncurrent capital lease obligations.

    2004

    2003

    2002

    2001

    2000

    (Dollars In Millions)

    Electric Operating Revenues:

      Residential

    $770

    $739

    $638

    $658 

    $717

      Commercial

    501

    473

    403

    429 

    441

      Industrial

    779

    723

    637

    760 

    767

      Governmental

    38

    41

    36

    39 

    39

        Total retail

    2,088

    1,976

    1,714

    1,886 

    1,964

      Sales for resale:

        Associated companies

    96

    102

    8

    25 

    21

        Non-associated companies

    13

    12

    11

    23 

    40

      Other

    30

    76

    82

    (32)

    38

        Total

    $2,227

    $2,166

    $1,815

    $1,902 

    $2,063

    Billed Electric Energy Sales (GWh):

      Residential

    8,842

    8,795

    8,780

    8,255 

    8,648

      Commercial

    5,762

    5,622

    5,538

    5,369 

    5,367

      Industrial

    13,140

    12,870

    14,738

    14,402 

    15,184

      Governmental

    439

    491

    510

    498 

    481

        Total retail

    28,183

    27,778

    29,566

    28,524 

    29,680

      Sales for resale:

        Associated companies

    1,129

    1,344

    146

    381 

    228

        Non-associated companies

    122

    132

    139

    334 

    554

        Total

    29,434

    29,254

    29,851

    29,239 

    30,462

    ENTERGY LOUISIANA, LLC
    STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
             
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
                 
    MEMBERS' EQUITY            
    Members' Equity, January 1 $1,344,003    $1,105,172    $1,032,703  
                 
      Add:            
        Net income 143,337  $143,337  137,618  $137,618  128,082 $128,082
        Additional equity from parent 1,119    108,327    - -  
          Total 144,456    245,945    128,082  
                 
      Deduct:            
        Dividends/distribution declared:            
        Common equity - -    - -    51,600  
        Preferred membership interests 6,950  6,950  6,950  6,950  - - - -
    Other - -    164    4,013  
          Total 6,950    7,114    55,613  
                 
    Members' Equity, December 31 $1,481,509    $1,344,003    $1,105,172  
                 
                 
    ACCUMULATED OTHER COMPREHENSIVE            
    INCOME (Net of Taxes):            
    Balance at beginning of period:            
      Accumulated other comprehensive income ($25,695)   $ -    $ -  
                 
    Pension and other postretirement liabilities (net of tax (expense) benefit of ($6,703) and $30,137) (2,273) (2,273) (25,695)   - -  
                 
    Balance at end of period:            
      Pension and other postretirement liabilities ($27,968)   ($25,695)   $ -  
    Comprehensive Income   $134,114    $130,668    $128,082
                 
                 
    See Notes to Financial Statements.            
                 
                 
                 

    292

    ENTERGY LOUISIANA, LLC
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
      2007 2006 2005 2004 2003
      (In Thousands)
               
    Operating revenues $2,737,552 $2,451,258 $2,650,181 $2,226,986 $2,165,570
    Net Income $143,337 $137,618 $128,082 $127,495 $146,154
    Total assets $5,723,121 $5,654,842 $5,855,053 $4,845,597 $4,641,142
    Long-term obligations (1) $1,149,478 $1,191,044 $1,208,140 $939,598 $917,247
               
    (1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
               
      2007 2006 2005 2004 2003
      (Dollars In Millions)
    Electric Operating Revenues:          
      Residential $854 $797 $828 $770 $739
      Commercial 578 533 539 501 473
      Industrial 872 809 834 779 723
      Governmental 43 40 41 38 41
         Total retail 2,347 2,179 2,242 2,088 1,976
      Sales for resale:          
        Associated companies 310 215 339 96 102
        Non-associated companies 8 12 14 13 12
      Other 73 45 55 30 76
         Total $2,738 $2,451 $2,650 $2,227 $2,166
    Billed Electric Energy Sales (GWh):          
      Residential 8,646 8,558 8,559 8,842 8,795
      Commercial 5,848 5,714 5,554 5,762 5,622
      Industrial 13,209 12,770 12,348 13,140 12,870
      Governmental 446 441 428 439 491
         Total retail (2) 28,149 27,483 26,889 28,183 27,778
      Sales for resale:          
        Associated companies 2,299 2,369 2,451 1,129 1,344
        Non-associated companies 112 101 109 122 132
         Total 30,560 29,953 29,449 29,434 29,254
               
    (2) 2006 billed electric energy sales includes 96 GWh of billings related to 2005 deliveries that were billed in 2006 because of billing delays following Hurricane Katrina, which results in an increase of 402 GWh in 2006, or 1.5% and an increase of 762 in 2007, or 2.8%.
               
               
               

    293

    ENTERGY MISSISSIPPI, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Katrina and Storm Costs Recovery Filing

    In August 2005, Hurricane Katrina hit Entergy Mississippi's service territory causing power outages and significant infrastructure damage to Entergy Mississippi's distribution and transmission systems. Entergy has pursued a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives included obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, in combination with securitization.

    In March 2006, the Governor of Mississippi signed a law that established a mechanism by which the MPSC could authorize and certify an electric utility financing order and the state could issue bonds to finance the costs of repairing damage caused by Hurricane Katrina to the systems of investor-owned electric utilities.  Because of the passage of this law and the possibility of Entergy Mississippi obtaining CDBG funds for Hurricane Katrina storm restoration costs, in March 2006, the MPSC issued an order approving a Joint Stipulation between Entergy Mississippi and the Mississippi Public Utilities Staff that provided for a review of Entergy Mississippi's total storm restoration costs in an Application for an Accounting Order proceeding.  In June 2006, the MPSC issued an order certifying Entergy Mississippi's Hurricane Katrina restoration costs incurred through March 31, 2006 of $89 million, net of estimated insurance proceeds. Two days later, Entergy Missis sippi filed a request with the Mississippi Development Authority for $89 million of CDBG funding for reimbursement of its Hurricane Katrina infrastructure restoration costs. Entergy Mississippi also filed a Petition for Financing Order with the MPSC for authorization of state bond financing of $169 million for Hurricane Katrina restoration costs and future storm costs. The $169 million amount included the $89 million of Hurricane Katrina restoration costs plus $80 million to build Entergy Mississippi's storm damage reserve for the future. Entergy Mississippi's filing stated that the amount actually financed through the state bonds would be net of any CDBG funds that Entergy Mississippi received.

    In October 2006, the Mississippi Development Authority approved for payment and Entergy Mississippi received $81 million in CDBG funding for Hurricane Katrina costs. The MPSC then issued a financing order authorizing the issuance of state bonds to finance $8 million of Entergy Mississippi's certified Hurricane Katrina restoration costs and $40 million for an increase in Entergy Mississippi's storm damage reserve. $30 million of the storm damage reserve was set aside in a restricted account. A Mississippi state entity issued the bonds in May 2007, and Entergy Mississippi received proceeds of $48 million. Entergy Mississippi will not report the bonds on its balance sheet because the bonds are the obligation of the state entity, and there is no recourse against Entergy Mississippi in the event of a bond default. To service the bonds, Entergy Mississippi is collecting a system restoration charge on behalf of the state, and remitting the collections to the state. By analogy to an d in accordance with Entergy's accounting policy for collection of sales taxes, Entergy Mississippi will not report the collections as revenue because it is merely acting as the billing and collection agent for the state.

    Results of Operations

    Net Income

    20042007 Compared to 20032006

    Net income increased $6.4$19.8 million primarily due to higher net revenue, lower other operation and maintenance expenses, higher other income, and lower interest expense, partially offset by higher depreciation and amortization expenses.

    2006 Compared to 2005

    Net income decreased $9.8 million primarily due to higher other operation and maintenance expenses, higher interest and other charges, and higher taxes other than income taxes.

    2003 Compared to 2002

    Net income increased $14.7 million primarily due to higher net revenue,taxes, partially offset by higher other operation and maintenance expenses and depreciation and amortization expenses, and lower interest income.net revenue.

    294

    Net Revenue

    20042007 Compared to 20032006

    Net revenue which is Entergy Mississippi's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 20042007 to 2003.2006.

    Amount

      

    (In Millions)

       

    20032006 net revenue

     

    $426.6466.1 

    Base revenue

    7.9 

    Volume/weather

     

    6.44.5 

    Net wholesaleTransmission revenue

     

    5.0 4.1 

    Transmission equalization

    4.0 

    Reserve equalization

    3.8 

    Attala costs

    (10.2)

    Other

     

    5.56.7 

    20042007 net revenue

     

    $443.5486.9 

    The base revenue variance is primarily due to a formula rate plan increase effective July 2007. The formula rate plan filing is discussed further in "Significant Factors and Known Trends" below and in Note 2 to the financial statements.

    The volume/weather variance resulted from anis primarily due to increased electricity usage primarily in the residential and commercial sectors, including the effect of more favorable weather on billed electric sales in 2007 compared to 2006. Billed electricity usage increased 214 GWh. The increase of 247 GWh in weather-adjusted usage was partially offset by decreased usage in the industrial sector.

    The transmission revenue variance is due to higher rates and the addition of new transmission customers in late 2006.

    The transmission equalization variance is primarily due to a revision made in 2006 of transmission equalization receipts among Entergy companies.

    The reserve equalization variance is primarily due to a revision in 2006 of reserve equalization payments among Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations and lower reserve equalization expenses related to changes in the Entergy System generation mix compared to the same period in 2006.

    The Attala costs variance is primarily due to a decline in the Attala costs that are recovered through the power management rider. The net income effect of milder weather on billed sales.

    The net wholesale revenue variance resulted from an increase in energy available for resale sales,this cost deferral is partially offset by a decreaseAttala costs in the average priceother operation and maintenance expenses, depreciation expense, and taxes other than income taxes. The recovery of energy supplied for affiliated sales.Attala costs is discussed further in "Liquidity and Capital Resources - Uses of Capital" below.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

    Gross operating revenues increaseddecreased primarily due to an increasea decrease of $174.0$255.1 million in fuel cost recovery revenues due to higherlower fuel rates, partially offset by higher power management rider revenue of $70.8 million and an increase of $26.3$91.3 million in gross wholesale revenue. The increase was partially offset by a decrease of $37.6 million in Grand Gulf revenue as a result of the cessation of the Grand Gulf Accelerated Tariff in July 2003.increased sales to affiliated systems.

    Fuel and purchased power expenses decreased primarily due to decreased recovery of deferred fuel costs from customers and an increase in demand, partially offset by an increase in the market price of natural gas.

    295

    Other regulatory charges increased primarily due to the over-recovery of fuel and purchasedrefunding in 2006, through the power costs as a result of higher fuel rates. Entergy Mississippi's fuel rates include an energy costmanagement recovery rider, of gains recorded on gas hedging contracts, in addition to recover projected energy costs. Actual fuel and purchasedhigher Attala costs recovered through the power costs were lower than those projected in the computation of the energy cost factors for the third quarter of 2004 which contributed to the over-recovery of fuel and purchased power costs. The MPSC has allowed Entergy Mississippi to refund these over-recoveries in the second and third quarters of 2005. The energy costmanagement recovery riderrider. There is discussed in more detail in Note 2 to the domestic and System Energy financial statements.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits increased primarily duequarterly adjustments to the under-recovery through the Grand Gulf rider of Grand Gulf capacity charges.power management recovery rider.

    20032006 Compared to 20022005

    Net revenue which is Entergy Mississippi's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 20032006 to 2002.2005.

    Amount

      

    (In Millions)

       

    20022005 net revenue

     

    $380.2439.5 

    Base ratesAttala costs

     

    48.3 25.6 

    Fuel Recovery

    3.6 

    Reserve Equalization

    (6.4)

    Other

     

    (1.9)3.8 

    20032006 net revenue

     

    $426.6466.1 

    The increaseAttala costs variance is primarily due to the recovery of Attala power plant costs through the power management rider. The net income effect of this cost deferral is partially offset by Attala costs in base rates was effective January 2003 as approved byother operation and maintenance expenses, depreciation expense, and taxes other than income taxes. The recovery of Attala costs is discussed further in "Liquidity and Capital Resources - Uses of Capital" below.

    The fuel recovery variance is primarily due to increased fuel recovery from retail customers resulting from quarterly changes to the MPSC.energy cost recovery rider.

    The reserve equalization variance is primarily due to changes in the Entergy System generation mix compared to the same period in 2005 and a revision of reserve equalization payments among Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations.

    Gross operating revenue,revenues, fuel and purchased power expenses, and other regulatory charges (credits)

    Gross operating revenuesrevenue increased primarily due to an increase in base rates effective January 2003 and an increase of $29.7$160.5 million in fuel cost recovery revenues due to quarterly changeshigher fuel rates and increased usage.

    Fuel and purchased power expenses increased primarily due to increased recovery of fuel and purchased power costs due to an increase in fuel rates. In addition, gas costs increased as a result of the purchase of Attala. The increase was partially offset by decreases in the fuel factor resulting from the increases inaverage market prices of natural gas and purchased power. This increase was partially offset by a decrease of $35.9 million

    Other regulatory credits increased primarily due to over-recoveries in gross wholesale revenue2005 as a result of decreased generationgains recorded on gas hedging contracts and purchases that resultedthe refunding of those over-recoveries through the power management recovery rider in less energy available for resale sales.

    Fuel and fuel-related expenses decreased primarily2006. The increase is also due to the decreased recoveryunder-recovery of fuel and purchased powerAttala costs, and decreased generation, partially offset by an increase in the market price of purchased power.

    Other regulatory charges increased primarilydiscussed above. There is no material effect on net income due to over-recovery of capacity charges relatedquarterly adjustments to the Grand Gulf rate rider and the cessation of the Grand Gulf Accelerated Recovery Tariff that was suspended in July 2003.power management recovery rider.

    296

    Other Income Statement Variances

    2004

    2007 Compared to 20032006

    Other operation and maintenance expenses increaseddecreased primarily due to:

    The increasedecrease was partially offset by the absencefollowing:

    Depreciation and amortization expenses increased primarily due to an increase in plant in service.

    Other income increased primarily due to the gain recorded on the sale of non-utility property.

    Interest expense decreased primarily due to a decrease in long-term debt outstanding as a result of the voluntary severance program accrualsredemption of $7.1the $100 million that occurred4.35% Series First Mortgage Bonds in 2003.January 2007.

    2006 Compared to 2005

    Other operation and maintenance expense increased primarily due to:

    Taxes other than income taxes increased primarily due to a higher assessment ofassessed values for ad valorem tax purposes as a result of the Attala plant purchase and higher franchise taxes comparedin 2006 due to the same period in 2003.higher revenue.

    2003 Compared to 2002

    Other operation and maintenance expensesincome increased primarily as a result of higher interest earned on money pool investments.

    Interest charges increased primarily due to:

    The increases were partially offset by a decrease of $4.0 million into additional long-term debt issued to finance the Attala power plant maintenance expense due to outage costs at a fossil plant in 2002.

    Depreciation and amortization expense increased due to an increase in plant in service.

    Interest and dividend income decreased as result of carrying charges associated with under-recovery of fuel and purchased power costs during 2002.purchase.

    Income Taxes

    The effective income tax rates for 2004, 2003,2007, 2006, and 20022005 were 33.5%33.2%, 33.9%35.3%, and 25.4%35.3%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.  Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    297

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

    2004

    2003

    2002

    2007

    2006

    2005

    (In Thousands)

    (In Thousands)

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

    $63,838 

    $147,721 

    $54,048 

    Cash and cash equivalents at beginning of period

    $73,417 

    $4,523 

    $80,396 

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Operating activities

    258,179 

    253,288 

    156,868 

    Operating activities

    169,194 

    439,145 

    4,935 

    Investing activities

    (151,505)

    (264,495)

    (135,122)

    Investing activities

    (68,901)

    (377,524)

    (138,510)

    Financing activities

    (90,116)

    (72,676)

    71,927 

    Financing activities

    (133,128)

    7,273 

    57,702 

    Net increase (decrease) in cash and cash equivalents

    16,558 

    (83,883)

    93,673 

    Net increase (decrease) in cash and cash equivalents

    (32,835)

    68,894 

    (75,873)

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

    $80,396 

    $63,838 

    $147,721 

    Cash and cash equivalents at end of period

    $40,582 

    $73,417 

    $4,523 

    Operating Activities

    Cash flow from operations increased by $4.9operating activities decreased $270 million in 20042007 primarily due to money pool activity and an increase into:

    The decrease was partially offset by an $12securitization proceeds of $48 million received in 2007 and a decrease of $15.6 million in pension contributions.

    Cash flow from operating activities increased $405.8 million in 2006 primarily due to:

    In the first quarter 2006, Entergy Corporation received an income tax refund in 2003 and an increase in the account receivable balance as a result of net operating loss carryback provisions contained in the timingGulf Opportunity Zone Act of customer collections.

    Cash flow from operations increased by $96.42005. In accordance with Entergy's intercompany tax allocation agreement, in April 2006 Entergy Corporation distributed $66 million in 2003 primarily due to a $78 million income tax refund and increased net income, partially offset by money pool activity.

    Entergy Mississippi's receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:

    2004

     

    2003

     

    2002

     

    2001

    (In Thousands)

     

     

     

     

     

     

     

    $21,584

     

    $22,076

     

    $8,702

     

    $11,505

    Money pool activity provided $0.5 million ofrefund to Entergy Mississippi's operating cash flows in 2004, used $13.4 million of its operating cash flows in 2003, and provided $2.8 million of its operating cash flows in 2002. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.Mississippi.

    Investing Activities

    Net cash used in investing activities decreased $113.0$308.6 million in 20042007 primarily due to:

    The decrease was partially offset by the transfer of $30 million to decreased spending on customer care projects and less transmission upgrade work requested by merchant generators; and

  • the maturity in 2004 of $7.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.
  • a storm damage reserve escrow account.

    Net cash used in investing activities increased $129.4$210.6 million in 20032006 primarily due to cash usedfunds held in trust for other regulatory investmentsthe redemption, prior to maturity, of $72.6 million as a result of under-recovered fuel and purchased power costs and other temporary cash investments of $18.6 million that provided cash in 2002 upon maturity.

    In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6$100 million plus carrying charges was collected over a twelve-month period that began4.35% Series First Mortgage Bonds in January 2004.2007. The increase is also due to the purchase of the 480 MW Attala power plant for $88 million in January 2006 and money pool activity.

    298

    Financing Activities

    Entergy Mississippi's financing activities used $133.1 million of cash in 2007 compared to providing $7.3 million in 2006 primarily due to:

    Net cash used inprovided by financing activities increased $17.4decreased $50.4 million in 20042006 primarily due to an increasemoney pool activity, partially offset by the issuance of $15.1$100 million of First Mortgage Bonds during 2006 and a decrease of $16.9 million in common stock dividends paid.

    Net cash used in financing activities increased $144.6 million in 2003 primarily due to a decrease in net issuances of long-term debt.

    See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

    Capital Structure

    Entergy Mississippi's capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital percentage as of December 31, 2007 is primarily due to the redemption of $100 million of First Mortgage Bonds in January 2007.

     

     

    December 31,
    2007

     

    December 31,
    2006

     

     

     

     

     

    Net debt to net capital

     

    48.4%

     

    51.9%

    Effect of subtracting cash from debt

     

    1.5%

     

    2.4%

    Debt to capital

     

    49.9%

     

    54.3%

    Net debt consists of debt less cash and cash equivalents. Debt consists of capital lease obligations and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi's financial condition.

    Uses of Capital

    Entergy Mississippi requires capital resources for:

    299

    Following are the amounts of Entergy Mississippi's planned construction and other capital investments, and existing debt obligations:obligations and lease obligations (includes estimated interest payments):

    2005

     

    2006-2007

     

    2008-2009

     

    After 2009

     

    Total

    2008

     

    2009-2010

     

    2011-2012

     

    After 2012

     

    Total

    (In Millions)

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    capital investment (1)

    $147

     

    $381

     

    N/A

     

    N/A

     

    $528

    $173

     

    $293

     

    N/A

     

    N/A

     

    $466

    Long-term debt

    -

     

    -

     

    $100

     

    $595

     

    $695

    $141

     

    $79

     

    $153

     

    $1,048

     

    $1,421

    Capital lease payments

    $2

    $4

    $3

    $2

    $11

    Operating leases

    $7

     

    $10

     

    $6

     

    $11

     

    $34

    $9

     

    $15

     

    $9

     

    $19

     

    $52

    Purchase obligations (2)

    $190

     

    $361

     

    $336

     

    $2,059

     

    $2,946

    $176

     

    $349

     

    $341

     

    $1,920

     

    $2,786

    (1)

    Includes approximately $120$131 to $140$134 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems, and to support normal customer growth.

    (2)

    Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For Entergy Mississippi, almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 8 to the domestic utility companies and System Energy financial statements.

    In addition to thesethe contractual obligations given above, Entergy Mississippi expects to contribute $3.4$10.9 million to its pension plans and $4.2$5.2 million to other postretirement plans in 2005.2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Mississippi's pension contributions in the future. Also in addition to the contractual obligations, Entergy Mississippi has $64.9 million of unrecognized tax benefits and interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

    The planned capital investment estimate for Entergy Mississippi reflects capital required to support existing business and customer growth, andgrowth. Entergy's Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the anticipated acquisitionsupply plan initiative, including new projects or the exploration of additional generation supply resources.alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companiesfinancial statements.

    In January 2006, Entergy Mississippi purchased for $88 million the Attala power plant, a 480 MW natural gas-fired, combined-cycle generating facility owned by Central Mississippi Generating Company. In November 2005, the MPSC issued an order approving the acquisition of the Attala plant. In December 2005, the MPSC issued an order approving the investment cost recovery through the power management rider and System Energy financial statements.limited the recovery to a period that begins with the closing date of the purchase and ends the earlier of the date costs are incorporated into base rates or December 31, 2006.As a consequence of the events surrounding Entergy Mississippi's ongoing efforts to recover storm restoration costs associated with Hurricane Katrina, in October 2006, the MPSC approved a revision to Entergy Mississippi's power management rider. The revision has the effect of allowing Entergy Mississippi to recover the annual ownership costs of the Attala plant until such time as there has been a resolution of Entergy Mississippi's recovery of its storm restoration costs and a general rate case can be filed.

    As a wholly-owned subsidiary, Entergy Mississippi dividends its earnings to Entergy Corporation at a percentage determined monthly. Entergy Mississippi's long-term debt indentures restrict the amount of retained earnings available for the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2004,2007, Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $68.5$121.6 million.

    300

    Sources of Capital

    Entergy Mississippi's sources to meet its capital requirements include:

    The following table lists First Mortgage Bonds issued by Entergy Mississippi in 2004:

    Issue Date

    Description

    Maturity

    Amount

    (In Thousands)

    April 2004

    6.25% Series

    April 2034

    $100,000

    April 2004

    4.65% Series

    May 2011

    80,000

    $180,000

    The following table lists First Mortgage Bonds retired by Entergy Mississippi in 2004:

    Retirement Date

    Description

    Maturity

    Amount

    (In Thousands)

    May 2004

    6.20% Series

    May 2004

    $75,000

    May 2004

    6.45% Series

    April 2008

    80,000

    May 2004

    7.70% Series

    July 2023

    60,000

    $215,000

    In September 2004, Entergy Mississippi arranged the issuance of $16 million of Mississippi Business Finance Corporation 4.60% Series Pollution Control Revenue Refunding Bonds (Entergy Mississippi, Inc. Project) Series 2004 due April 2022. The proceeds from this issuance were used to redeem prior to maturity, $7.9 million of 7.0% Series Washington County Bonds due April 2022 and $8.1 million of 7.0% Series Warren County, Mississippi Bonds due April 2022.

    Entergy Mississippi may refinance or redeem debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

    All debt and common and preferred stock issuances by Entergy Mississippi require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in its corporate charters,charter, bond indentures,indenture, and other agreements. Entergy Mississippi has sufficient capacity under these tests to meet its foreseeable capital needs.

    Entergy Mississippi has a 364-daytwo separate credit facility available expiring May 2005facilities in the aggregate amount of $25$50 million. In May 2007, Entergy Mississippi renewed its credit facilities through May 2008. Borrowings under the credit facilities may be secured by a security interest in Entergy Mississippi's accounts receivable. No borrowings were outstanding under either facility as of December 31, 2007.

    In January 2007, Entergy Mississippi redeemed, prior to maturity, $100 million of which none was drawn at December 31, 2004. Borrowings and securities issuances by 4.35% Series First Mortgage Bonds due April 2008.

    Entergy Mississippi are limitedhas obtained short-term borrowing authorization from the FERC under which it may borrow through March 31, 2008, up to amounts authorized by the SEC. Theaggregate amount, at any one time outstanding, of $175 million. In January 2008, Entergy Mississippi filed an application with the FERC to extend the authorization period for its current short-term borrowing limitation, including borrowings under the money pool, is $160 million. Under its SEC Orders and without further SEC authorization, Entergy Mississippi cannot incur additional indebtedness or issue other securities unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of Entergy Mississippi, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.limits until March 2010. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Mississippi's short-term borrowing l imits.limits. Entergy Mississippi has also obtained an order from the FERC authorizing long-term securities issuances. The long-term authority extends through June 30, 2009.

    Entergy Mississippi's receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

     

     

     

     

     

     

     

    $20,997

     

    $39,573

     

    ($84,066)

     

    $21,584

    See Note 4 to the financial statements for a description of the money pool.

    Significant Factors and Known Trends

    Utility Restructuring

    The MPSC has recommended not pursuing open access at this time. At FERC, the pace of restructuring at the wholesale level has begun but has been delayed. It is too early to predict the ultimate effects of changes in U.S. energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. However, these changes may result, in the long-term, in fundamental changes in the way traditional integrated utilities and holding company systems, like the Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not be.

    State and Local Rate Regulation

    The rates that Entergy Mississippi charges for electricity significantly influence its financial position, results of operations, and liquidity. Entergy Mississippi is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the MPSC, is primarily responsible for approval of the rates charged to customers.

    As discussed in Note 2 to the domestic utility companies and System Energy financial statements,

    In March 2007, Entergy Mississippi made its annual scheduled formula rate plan filing for the 2006 test year with the MPSCMPSC.  The filing showed that an increase of $12.9 million in March 2004 based on a 2003 test year.annual electric revenues is warranted.  In April 2004,June 2007 the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on an adjusted return on common equity mid-point of 10.77%, establishing an allowed annual regulatory earnings range of 9.3% to 12.2%.

    In December 2002, the MPSC issued a final order approving a joint stipulation entered into by Entergy Mississippi and the Mississippi Public Utilities Staff in October 2002. The final order resulted instaff that provides for a $48.2$10.5 million rate increase, which was effective January 2003.beginning with July 2007 billings.

    301

    In March 2006, Entergy Mississippi made its annual scheduled formula rate plan filing with the MPSC.  The filing was amended by an April 2006 filing.  The amended filing showed that an increase of $3.1 million in electric revenues is warranted.  The MPSC approved a settlement providing for a $1.8 million rate increase, which was implemented in August 2006.

    Entergy Mississippi's fuel and purchased power costs recovered from customers are also subject to regulatory scrutiny. Entergy Mississippi's retail rate matters and proceedings, including fuel cost recovery-related issues are discussed more thoroughly in Note 2 to the domestic utility companies and System Energy financial statements.

    Federal Regulation

    System Agreement Proceedings

    The domestic utility companies historically have engaged

    See "System Agreement Proceedings" in the coordinated planning, construction,"Significant Factors and operationKnown Trends" section of generatingEntergy Corporation and transmission facilities underSubsidiaries Management's Discussion and Analysis for discussion of the terms of an agreement calledproceeding at the System Agreement that has been approved by the FERC. LitigationFERC involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questionsother related proceedings.

    Transmission

    See "Independent Coordinator of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues. Regarding the proceeding at the LPSC, Entergy believes that state and local regulators are preempted by federal law from reviewing and deciding System Agreement issues for themselves. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is preempted by federal law from reviewing and interpreting F ERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate scheduleTransmission" in the unrelated case,"Significant Factors and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed the LPSC's decision. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and reversed the decisions of the LPSC and the Louisiana Supreme Court.

    In February 2004, a FERC ALJ issued an Initial Decision in the LPSC-initiated proceeding at the FERC. The Initial Decision decided some issues in favor of the relief sought by the LPSC, and decided some issues against the relief sought by the LPSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groupsKnown Trends" section of Entergy customers; the numerical standards proposed in the Initial Decision are arbitraryCorporation and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costsSubsidiaries Management's Discussion and Analysis for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.further discussion.

    If the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility compan ies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

    An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu duri ng the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:


    Range of Annual Payments
    or (Receipts)

    Average Annual
    Payments or (Receipts)
    for 2005-2009 Period

    (In Millions)

    (In Millions)

    Entergy Arkansas

    $154 to $281 

    $215                 

    Entergy Gulf States

    ($130) to ($15)

    ($63)                

    Entergy Louisiana

    ($199) to ($98)

    ($141)

    Entergy Mississippi

    ($16) to $8 

    $1                 

    Entergy New Orleans

    ($17) to ($5)

    ($12)               

    Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy Mississippi does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operation.

    In February 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas filed testimony in response to the APSC's Order of Investigation. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; an d states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

    In April 2004, the APSC commenced the investigation into Entergy Louisiana's Vidalia purchased power contract and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC. Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

    In April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under a March 2003 rate case settlement are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as t he named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption. In February 2005, the state court issued an oral decision dismissing the City Council's claims for lack of subject matter jurisdiction and prematurity.

    Transmission

    In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs.

    In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity (Independent Coordinator of Transmission or ICT) to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposed to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the implementation of the proposed weekly procurement process (WPP). The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

    Entergy also proposed to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC, and any party contesting such determination, including Entergy, would be required to seek review at the FERC. Several technical conferences regarding the ICT proposal, or various components thereof, were held in 2004. Entergy has also responded to discovery requests that resulted from these conferences.

    In January 2005, Entergy filed a petition for declaratory order with the FERC requesting that the FERC provide guidance on two important issues: (1) whether the functions performed by the ICT will cause it to become a "public utility" under the Federal Power Act or the "transmission provider" under Entergy's open access transmission tariff; and (2) whether Entergy's transmission pricing proposal, as administered by the ICT, satisfies the FERC's transmission pricing policy. The petition also indicates that, subject to the outcome of the petition and obtaining support of Entergy's retail regulators, Entergy would be willing to have the ICT perform the following additional functions: (a) grant or deny requests for transmission service; (b) calculate available flowgate capacity; (c) administer Entergy's OASIS; and (d) perform an enhanced planning function (integrating the plans of Entergy and other potential transmission owners to identify regional synergies.) Comments and interventions on the petition were filed by market participants and retail regulators on February 4, 2005. In their individual comments, the APSC, LPSC, and City Council supported Entergy's position that the ICT would not become a "public utility" or "transmission provider" and that the transmission pricing proposal satisfies the FERC's transmission pricing policy. Certain other parties urged the FERC to reject the petition for declaratory order or, in the alternative, that the FERC assert jurisdiction over the ICT and determine that Entergy's proposed pricing policy is inconsistent with FERC's current pricing policy. FERC action on the petition is expected during the first half of 2005.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Additionally, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. A hearing on the transmission pricing aspects of the ICT proposal is scheduled for May 2005, with a separate hearing on the WPP portion o f the proposal currently scheduled for August 2005.

    Interconnection Orders

    The domestic utility companies (except Entergy New Orleans) are currently defendants to several complaints and rehearing requests before the FERC in which independent generation entities (GenCos) are seeking a refund of monies that the GenCos had previously paid to the Entergy companies for facilities necessary to connect their generation facilities to Entergy's transmission system. The FERC has issued initial orders in response to two of the complaints and in certain other dockets ordering Entergy to refund approximately $100 million in expenses and tax obligations previously paid by the GenCos, including $27 million for Entergy Mississippi. The refunds will be

    See "Interconnection Orders" in the form"Significant Factors and Known Trends" section of transmission credits that will be utilized over time as the GenCos take transmission service from Entergy. To the extent the Entergy companies are ordered to provide such refunds, these costs will qualifyCorporation and Subsidiaries Management's Discussion and Analysis for inclusion in the Entergy companies' rates. The recovery of these costs is not automatic, however, especially at the retail level, where the majority of the cost recovery would occur. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed and have the affected interconnection agreements reinstated as agreed to originally by the generators.further discussion.

    Available Flowgate Capacity Proceeding

    On December 17, 2004, the FERC issued an order initiating a hearing and investigation concerning the justness and reasonableness of the

    See "Available Flowgate Capacity (AFC) methodology,Proceeding" in the methodology used to evaluate short-term transmission service requests"Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    Energy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion, including a discussion of the implications of repeal of PUHCA 1935 and ongoing FERC regulation under the domestic utility companies'Federal Power Act.

    Utility Restructuring

    The MPSC has recommended not pursuing open access transmission tariff, and establishing a refund effective date. In its order, the FERC indicated that although it "appreciates that Entergy is attempting to explore ways to improve transmission access on its system," it believed that an investigation was warranted to gather more evidence in light of the concerns raised by certain transmission customers and certain issues raised in a FERC audit report finding errors and problems with the predecessor methodology used by Entergy for evaluating short-term transmission requests, the Generator Operating Limits methodology. The FERC order indicates that the investigation will include an examination of (i) Entergy's implementation of the AFC program, (ii) whether Entergy's implementation has complied with prior FERC orders and open access transmission tariff provisions addressing the AFC program, and (iii) whether Entergy's provision of access to short-term transmission on its transmission system was just, reasonable, and not unduly discriminatory.

    Entergy has submitted an Emergency Interim Request for Rehearing requesting the FERC to defer the hearing process and instead proceed initially with an independent audit of the AFC program and the expansion of the current process involving other market participants to address a broader range of issues. Entergy believes that this type of approach is a more efficient and effective mechanism for evaluating the AFC program. Following the completion of the independent audit and process involving other market participants, the FERC could determine whether other procedural steps are necessary. The FERC has not yet ruled on the Emergency Interim Request for Rehearing submitted by Entergy.

    Entergy believes that it has complied with the provisions of its open access transmission tariff, including the provisions addressing the implementation of the AFC methodology; however, the ultimate scope of this proceeding cannot be predicted at this time. A hearing in the AFC proceeding is currently scheduled to commence in August 2005.

    Market and Credit Risks

    Entergy Mississippi has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

    Critical Accounting Estimates

    The preparation of Entergy Mississippi's financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and there is the potential for future changes in the assumptions and measurements that could produce estimates that would have a material impact on the presentation of Entergy Mississippi's financial position or results of operations.

    302

    Unbilled Revenue

    As discussed in Note 1 to the domestic utility companies and System Energy financial statements, Entergy Mississippi records an estimate of the revenues earned for energy delivered since the latest customer billing. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. The difference between the estimate of the unbilled receivable at the beginning of the period and the end of the period is the amount of unbilled revenue recognized during the period. The estimate recorded is primarily based upon an estimate of customer usage during the unbilled period and the billed price to customers in that month. Therefore, revenue recognized may be affected by the estimated price and usage at the beginning and end of each period, in addition to changes in certain components of the calculation including changes to estimates such as line loss, which affects the estimate of unbilled customer usage, and assumptions regardi ng price such as the fuel cost recovery mechanism.calculation.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit
    Obligation

     

                                        Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $598

     

    $6,213

     

    (0.25%)

     

    $666

     

    $6,339

    Rate of return on plan assets

     

    (0.25%)

     

    $420

     

                          -

     

    (0.25%)

     

    $452

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $271

     

    $1,463

     

    0.25%

     

    $293

     

    $1,352

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

                                            Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $174

     

    $1,161

     

    0.25%

     

    $276

     

    $1,531

    Discount rate

     

    (0.25%)

     

    $110

     

    $1,519

     

    (0.25%)

     

    $164

     

    $1,910

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for Entergy Mississippi in 20042007 was $2.1$5.9 million. Entergy anticipates 20052008 qualified pension cost to increase to $4.4 million due to decrease in the discount rate (from 6.25% to 6.00%) and the expected rate of return (from 8.75% to 8.5%) used to calculate benefit obligations.be $4.8 million. Entergy Mississippi contributed $1.8$0.8 million to its qualified pension planplans in 2004,2007 and anticipates making $3.4that it will contribute $10.9 million in 2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy Mississippi's pension contributions in 2005. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.future.

    Entergy Mississippi's accumulated benefit obligation at December 31, 2004, 2003, and 2002 exceeded plan assets. As a result, Entergy Mississippi was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2004, Entergy Mississippi increased its additional minimum liability to $23.5 million from $7.3 million at December 31, 2003. Entergy Mississippi increased its intangible asset for the unrecognized prior service cost to $3.3 million at December 31, 2004 from $0.9 million at December 31, 2003. Entergy Mississippi also increased the regulatory asset to $20.2 million at December 31, 2004 from $6.4 million at December 31, 2003. Net income for 2004, 2003, and 2002 was not impacted.

    303

    Total postretirement health care and life insurance benefit costs for Entergy Mississippi in 20042007 were $3.8$5.4 million, including $1.7$1.8 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Mississippi expects 20052008 postretirement health care and life insurance benefit costs to approximate $4.2$5.2 million, including $1.9$1.6 million in savings due to the estimated effect of future Medicare Part D subsidies. The increaseEntergy Mississippi expects to contribute $5.2 million to its other postretirement plans in postretirement health care2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and life insurance benefit costs is due to the decrease in the discount rate (from 6.25% to 6.00%)Subsidiaries Management's Discussion and an increase in the health care cost trend rate used to calculate benefit obligations.Analysis for a discussion of new accounting pronouncements.

    304

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Mississippi, Inc.:

    We have audited the accompanying balance sheets of Entergy Mississippi, Inc. (the "Company") as of December 31, 20042007 and 2003,2006, and the related statements of income, of retained earnings, and of cash flows (pages 240306 through 244310 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Mississippi, Inc. as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    ENTERGY MISSISSIPPI, INC.
    INCOME STATEMENTS
     
      For the Years Ended December 31,
      2004 2003 2002
      (In Thousands)
           
    OPERATING REVENUES      
    Domestic electric $1,213,629  $1,035,360  $991,095 
           
    OPERATING EXPENSES      
    Operation and Maintenance:      
      Fuel, fuel-related expenses, and      
       gas purchased for resale 335,271  155,168  318,350 
      Purchased power 436,013  449,971  315,963 
      Other operation and maintenance 178,007  174,192  170,052 
    Taxes other than income taxes 53,443  47,734  47,993 
    Depreciation and amortization 65,452  62,984  55,409 
    Other regulatory charges (credits) - net (1,171) 3,664  (23,438)
    TOTAL 1,067,015  893,713  884,329 
           
    OPERATING INCOME 146,614  141,647  106,766 
           
    OTHER INCOME      
    Allowance for equity funds used during construction 4,402  4,576  3,844 
    Interest and dividend income 2,550  1,030  4,213 
    Miscellaneous - net (1,508) (2,242) (2,572)
    TOTAL 5,444  3,364  5,485 
           
    INTEREST AND OTHER CHARGES   
    Interest on long-term debt 41,681  43,879  42,580 
    Other interest - net 2,956  3,585  2,884 
    Allowance for borrowed funds used during construction (3,116) (3,942) (3,467)
    TOTAL 41,521  43,522  41,997 
           
    INCOME BEFORE INCOME TAXES 110,537  101,489  70,254 
           
    Income taxes 37,040  34,431  17,846 
           
    NET INCOME 73,497  67,058  52,408 
           
    Preferred dividend requirements and other 3,369  3,369  3,369 
           
    EARNINGS APPLICABLE TO      
    COMMON STOCK $70,128  $63,689  $49,039 
           
    See Notes to Respective Financial Statements.      

    305

     

     

     

     

    ENTERGY MISSISSIPPI, INC.

    INCOME STATEMENTS

    For the Years Ended December 31,

    2007

    2006

    2005

    (In Thousands)

    OPERATING REVENUES

    Electric

    $1,372,802 

    $1,450,008 

    $1,306,543 

    OPERATING EXPENSES

    Operation and Maintenance:

      Fuel, fuel-related expenses, and

       gas purchased for resale

    456,346 

    586,625 

    136,870 

      Purchased power

    414,763 

    463,015 

    688,800 

    Other operation and maintenance

    202,952 

    206,031 

    176,202 

    Taxes other than income taxes

    62,516 

    63,126 

    58,540 

    Depreciation and amortization

    79,470 

    75,561 

    72,028 

    Other regulatory charges (credits) - net

    14,810 

    (65,714)

    41,414 

    TOTAL

    1,230,857 

    1,328,644 

    1,173,854 

    OPERATING INCOME

    141,945 

    121,364 

    132,689 

    OTHER INCOME

    Allowance for equity funds used during construction

    3,900 

    3,942 

    3,490 

    Interest and dividend income

    5,572 

    6,435 

    2,560 

    Miscellaneous - net

    1,011 

    (2,348)

    (1,613)

    TOTAL

    10,483 

    8,029 

    4,437 

    INTEREST AND OTHER CHARGES

    Interest on long-term debt

    41,699 

    45,555 

    39,406 

    Other interest - net

    5,321 

    5,661 

    4,301 

    Allowance for borrowed funds used during construction

    (2,548)

    (2,675)

    (2,636)

    TOTAL

    44,472 

    48,541 

    41,071 

    INCOME BEFORE INCOME TAXES

    107,956 

    80,852 

    96,055 

    Income taxes

    35,850 

    28,567 

    33,952 

    NET INCOME

    72,106 

    52,285 

    62,103 

    Preferred dividend requirements and other

    2,768 

    2,828 

    3,316 

    EARNINGS APPLICABLE TO

    COMMON STOCK

    $69,338 

    $49,457 

    $58,787 

    See Notes to Financial Statements.

     

    306

     

     

     

    (Page left blank intentionally)

    ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.
    STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS
       
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
      
    OPERATING ACTIVITIES  
    Net income $73,497  $67,058  $52,408  $72,106  $52,285  $62,103 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
      
    Other regulatory charges (credits) - net (1,171) 3,664  (23,438) 14,810  (65,714) 41,414 
    Depreciation and amortization 65,452  62,984  55,409  79,470  75,561  72,028 
    Deferred income taxes and investment tax credits 61,829  34,836  (7,940)
    Deferred income taxes, investment tax credits, and non-current taxes accrued (17,123) 63,964  95,612 
    Changes in working capital:  
    Receivables (14,894) (23,179) (2,000) 898  41,108  (33,549)
    Fuel inventory 940  575  (828) (2,721) (4,558) 1,050 
    Accounts payable 432  1,244  16,736  (13,379) (32,643) 37,204 
    Taxes accrued (27,759) 74,487  (2,670) (9,649) 12,566  (6,985)
    Interest accrued (1,285) (5,922) 2,027  2,131  (588) 1,164 
    Deferred fuel costs 111,871  21,669  67,981  (18,654) 209,192  (136,749)
    Other working capital accounts 2,684  11,255  (22,897) (12,432) 18,241  4,487 
    Provision for estimated losses and reserves 2,789  (1,137) 386  40,228  600  (3,283)
    Changes in other regulatory assets 9,401  (9,061) (6,028) 37,381  7,581  (63,618)
    Other (25,607) 14,815  27,722  (3,872) 61,550  (65,943)
    Net cash flow provided by operating activities 258,179  253,288  156,868  169,194  439,145  4,935 
        
    INVESTING ACTIVITIES  
    Construction expenditures (163,413) (188,995) (157,532) (156,643) (152,193) (163,584)
    Payment for purchase of plant  (88,199) 
    Allowance for equity funds used during construction 4,402  4,576  3,844  3,900  3,942  3,490 
    Proceeds from sale of assets 2,616   
    Change in money pool receivable - net 11,974  (39,573) 21,584 
    Changes in other temporary investments - net 7,506  (7,506) 18,566  100,000  (101,501) 
    Other regulatory investments -  (72,570) - - 
    Payment to storm reserve escrow account (30,748)  
    Net cash flow used in investing activities (151,505) (264,495) (135,122) (68,901) (377,524) (138,510)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of long-term debt 178,510  292,393  167,596 
    Proceeds from the issuance of: 
    Long-term debt  99,167  
    Preferred stock   29,151 
    Retirement of long-term debt (218,457) (330,000) (65,000) (100,000)  
    Redemption of preferred stock   (30,269)
    Change in money pool payable - net - -  (84,066) 84,066 
    Dividends paid:     
    Common stock (46,800) (31,700) (27,300) (30,300) (5,000) (21,900)
    Preferred stock (3,369) (3,369) (3,369) (2,828) (2,828) (3,346)
    Net cash flow provided by (used in) financing activities (90,116) (72,676) 71,927  (133,128) 7,273  57,702 
        
    Net increase (decrease) in cash and cash equivalents 16,558  (83,883) 93,673  (32,835) 68,894  (75,873)
      
    Cash and cash equivalents at beginning of period 63,838  147,721  54,048  73,417  4,523  80,396 
        
    Cash and cash equivalents at end of period $80,396  $63,838  $147,721  $40,582  $73,417  $4,523 
      
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:  
    Cash paid/(received) during the period for:  
    Interest - net of amount capitalized $43,824  $51,126  $40,572  $42,479  $49,693  $40,445 
    Income taxes $11,995  ($78,091) $28,440  $48,914  ($49,158) $4,446 
      
    See Notes to Financial Statements. 

     

    307

    ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    ASSETSASSETSASSETS
     December 31, December 31,
    2004 2003 2007 2006
    (In Thousands) (In Thousands)
      
    CURRENT ASSETS      
    Cash and cash equivalents:     
    Cash $4,716  $6,381  $117  $2,128 
    Temporary cash investment - at cost,     
    which approximates market 75,680  57,457  40,465  71,289 
    Total cash and cash equivalents 80,396  63,838  40,582  73,417 
    Other temporary investments - -  7,506 
    Accounts receivable:     
    Customer 68,821  59,729  62,052  61,216 
    Allowance for doubtful accounts (1,126) (1,375) (615) (616)
    Associated companies 22,616  25,935  23,534  45,040 
    Other 12,133  6,400  8,234  9,032 
    Accrued unbilled revenues 34,348  31,209  33,535  32,550 
    Total accounts receivable 136,792  121,898  126,740  147,222 
    Deferred fuel costs - -  89,078 
    Accumulated deferred income taxes 27,924  - -  7,686  - - 
    Fuel inventory - at average cost 4,137  5,077  10,366  7,645 
    Materials and supplies - at average cost 18,414  17,682  30,167  28,607 
    Other special deposits - -  100,000 
    Prepayments and other 15,413  9,583  13,701  7,398 
    TOTAL 283,076  314,662  229,242  364,289 
          
    OTHER PROPERTY AND INVESTMENTS       
    Investment in affiliates - at equity 5,531  5,531  5,531  5,531 
    Non-utility property - at cost (less accumulated depreciation) 6,465  6,466  5,140  6,061 
    Storm reserve escrow account 30,748  - - 
    Note receivable - Entergy New Orleans 7,610  - - 
    TOTAL 11,996  11,997  49,029  11,592 
          
    UTILITY PLANT        
    Electric 2,385,465  2,243,852  2,829,065  2,692,971 
    Property under capital lease 95  136  9,116  17 
    Construction work in progress 89,921  108,829  72,753  79,950 
    TOTAL UTILITY PLANT 2,475,481  2,352,817  2,910,934  2,772,938 
    Less - accumulated depreciation and amortization 870,188  837,492  995,902  945,548 
    UTILITY PLANT - NET 1,605,293  1,515,325  1,915,032  1,827,390 
           
    DEFERRED DEBITS AND OTHER ASSETS      
    Regulatory assets:     
    SFAS 109 regulatory asset - net 17,628  28,964  29,868  26,378 
    Other regulatory assets 82,674  58,287  141,717  186,986 
    Long-term receivable 4,510  - - 
    Long-term receivables 819  2,288 
    Other 31,009  23,117  20,562  21,968 
    TOTAL 135,821  110,368  192,966  237,620 
          
    TOTAL ASSETS $2,036,186  $1,952,352  $2,386,269  $2,440,891 
         
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.    

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    ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY
     December 31, December 31,
    2004 2003 2007 2006
    (In Thousands) (In Thousands)
    CURRENT LIABILITIES      
    Currently maturing long-term debt $ -  $75,000 
    Accounts payable:     
    Associated companies 65,806  62,705  $46,424  $59,696 
    Other 25,543  28,212  36,104  38,097 
    Customer deposits 37,333  33,861  55,719  51,568 
    Taxes accrued 40,106  39,041  36,038  45,687 
    Accumulated deferred income taxes - -  7,120  - -  3,963 
    Interest accrued 12,487  13,772  15,194  13,063 
    Deferred fuel costs 22,793  - -  76,582  95,236 
    Obligations under capital leases 43  41 
    Other 8,341  2,567  8,905  17,624 
    TOTAL 212,452  262,319  274,966  324,934 
          
    NON-CURRENT LIABILITIES      
    Accumulated deferred income taxes and taxes accrued 438,321  385,395  535,469  516,558 
    Accumulated deferred investment tax credits 13,687  15,092  9,748  11,047 
    Obligations under capital leases 52  95 
    Obligations under capital lease 7,806  - - 
    Asset retirement cost liabilities 4,505  4,254 
    Accumulated provisions 12,718  9,929  50,264  10,036 
    Pension and other postretirement liabilities 56,946  64,604 
    Long-term debt 695,073  654,956  695,266  795,187 
    Other 76,071  60,082  44,243  46,253 
    TOTAL 1,235,922  1,125,549  1,404,247  1,447,939 
          

    Commitments and Contingencies

          
          
    SHAREHOLDERS' EQUITY      
    Preferred stock without sinking fund 50,381  50,381  50,381  50,381 
    Common stock, no par value, authorized 15,000,000     
    shares; issued and outstanding 8,666,357 shares in 2004 and 2003 199,326  199,326 
    shares; issued and outstanding 8,666,357 shares in 2007 and 2006 199,326  199,326 
    Capital stock expense and other (59) (59) (690) (690)
    Retained earnings 338,164  314,836  458,039  419,001 
    TOTAL 587,812  564,484  707,056  668,018 
          
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,036,186  $1,952,352  $2,386,269  $2,440,891 
         
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.    
        
        

     

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    ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.
    STATEMENTS OF RETAINED EARNINGSSTATEMENTS OF RETAINED EARNINGSSTATEMENTS OF RETAINED EARNINGS
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
           
    Retained Earnings, January 1 $314,836 $282,847 $261,108 $419,001 $374,544 $338,164
            
    Add:        
    Net income 73,497 67,058 52,408 72,106 52,285 62,103
            
    Deduct:        
    Dividends declared:  
    Preferred stock 3,369 3,369 3,369
    Common stock 46,800 31,700 27,300
    Preferred dividend requirements and other 2,768 2,828 3,316
    Dividends declared on common stock 30,300 5,000 21,900
    Capital stock and other expenses - - - - 507
    Total 50,169 35,069 30,669 33,068 7,828 25,723
            
    Retained Earnings, December 31 $338,164 $314,836 $282,847 $458,039 $419,001 $374,544
            
           
    See Notes to Respective Financial Statements.     
    See Notes to Financial Statements.      
          
          

     

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    ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.ENTERGY MISSISSIPPI, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (In Thousands) (In Thousands)
                        
    Operating revenues $1,213,629 $1,035,360 $991,095 $1,093,741 $937,371 $1,372,802 $1,450,008 $1,306,543 $1,213,629 $1,035,360
    Net Income $73,497 $67,058 $52,408 $39,620 $38,973 $72,106 $52,285 $62,103 $73,497 $67,058
    Total assets $2,036,186 $1,952,352 $1,832,372 $1,683,026 $1,683,939 $2,386,269 $2,440,891 $2,311,043 $2,036,186 $1,952,352
    Long-term obligations (1) $695,125 $655,051 $510,240 $589,937 $584,678 $703,072 $795,187 $695,157 $695,125 $655,051
                        
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
    (1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.(1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
                        
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (Dollars In Millions) (Dollars In Millions)
    Electric Operating Revenues:                    
    Residential $467 $410 $375 $391 $341 $500 $568 $503 $467 $410
    Commercial 397 342 310 328 275 428 484 421 397 342
    Industrial 204 174 165 191 161 185 236 209 204 174
    Governmental 38 32 29 31 26 40 45 41 38 32
    Total retail 1,106 958 879 941 803 1,153 1,333 1,174 1,106 958
    Sales for resale:                    
    Associated companies 39 21 63 111 83 139 43 62 39 21
    Non-associated companies 30 21 15 21 27 33 37 37 30 21
    Other 39 35 34 22 25 48 37 34 39 35
    Total $1,214 $1,035 $991 $1,095 $938 $1,373 $1,450 $1,307 $1,214 $1,035
    Billed Electric Energy Sales (GWh):                    
    Residential 5,085 5,092 5,092 4,867 4,976 5,474 5,387 5,333 5,085 5,092
    Commercial 4,518 4,476 4,445 4,322 4,307 4,872 4,746 4,630 4,518 4,476
    Industrial 2,977 2,939 2,910 3,051 3,188 2,771 2,927 2,967 2,977 2,939
    Governmental 398 384 382 381 376 421 417 411 398 384
    Total retail 12,978 12,891 12,829 12,621 12,847 13,538 13,477 13,341 12,978 12,891
    Sales for resale:                    
    Associated companies 305 112 1,123 1,728 1,276 1,025 469 516 305 112
    Non-associated companies 393 331 197 289 313 468 431 420 393 331
    Total 13,676 13,334 14,149 14,638 14,436 15,031 14,377 14,277 13,676 13,334
                        
                        
              
              

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    ENTERGY NEW ORLEANS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Katrina

    In August 2005, Hurricane Katrina caused catastrophic damage to Entergy New Orleans' service territory, including the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area. The storms and flooding resulted in power outages; significant damage to electric distribution, transmission, and generation and gas infrastructure; and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Entergy has pursued a broad range of initiatives to recover storm restoration and business continuity costs. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Community Development Block Grants (CDBG)

    In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in CDBG funding (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided for infrastructure restoration. In March 2006, Entergy New Orleans provided a justification statement to state and local officials in connection with its pursuit of CDBG funds to mitigate Hurricane Katrina restoration costs that otherwise would be borne by customers. The statement included all the estimated costs of Hurricane Katrina damage, as well as a lost customer base component intended to help offset the need for storm-related rate increases. In October 2006, the Louisiana Recovery Authority Board endorsed a resolution proposing to allocate $200 million in CDBG funds to Entergy New Orleans to defray gas and electric utility system repair cost s in an effort to provide rate relief for Entergy New Orleans customers. The proposal was developed as an action plan amendment and published for public comment. State lawmakers approved the action plan in December 2006, and the U. S. Department of Housing and Urban Development approved it in February 2007. Entergy New Orleans filed applications seeking City Council certification of its storm-related costs incurred through December 2006. Entergy New Orleans supplemented this request to include the estimated future cost of the gas system rebuild.

    In March 2007, the City Council certified that Entergy New Orleans incurred $205 million in storm-related costs through December 2006 that are eligible for CDBG funding under the state action plan, and certified Entergy New Orleans' estimated costs of $465 million for its gas system rebuild (which is discussed below). In April 2007, Entergy New Orleans executed an agreement with the Louisiana Office of Community Development (OCD) under which $200 million of CDBG funds will be made available to Entergy New Orleans. Entergy New Orleans submitted the agreement to the bankruptcy court, which approved it on April 25, 2007. Entergy New Orleans has received $180.8 million of the funds as of December 31, 2007, and under the agreement with the OCD, Entergy New Orleans expects to receive the remainder as it incurs and submits additional eligible costs.

    Insurance Claims

    See Note 8 to the financial statements for a discussion of Entergy's conventional property insurance program. Entergy has received a total of $134.5 million as of December 31, 2007 on its Hurricane Katrina and Hurricane Rita insurance claims, including $69.5 million that Entergy received in the second quarter 2007 in settlement of its Hurricane Katrina claim with one of its two excess insurers. Of the $134.5 million received, $70.7 million has been allocated to Entergy New Orleans. In the third quarter 2007, Entergy filed a lawsuit in the U.S. District Court for the Eastern District of Louisiana against its other excess insurer on the Hurricane Katrina claim. At issue in the lawsuit is whether any policy exclusions limit the extent of coverage provided by that insurer.

    There was an aggregation limit of $1 billion for all parties insured by the primary insurer for any one occurrence at the time of the Hurricane Katrina and Hurricane Rita losses, and the primary insurer notified Entergy that it expects claims for Hurricane Katrina and Hurricane Rita to materially exceed this limit. Entergy currently estimates that its remaining net insurance recoveries for the losses caused by the hurricanes, including the effects of the primary insurance aggregation limit being exceeded and the litigation against the excess insurer, will be approximately

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     $151 million for Entergy New Orleans. Entergy New Orleans currently expects to receive payment for the majority of its estimated insurance recovery related to Hurricane Katrina through 2009.

    Rate and Storm-related Riders Filings

    See "Formula Rate Plans and Storm-related Riders" below for a discussion of Entergy New Orleans' June 2006 formula rate plan filings and request to implement two storm-related riders filed with the City Council.

    Gas System Rebuild

    In addition to the Hurricane Katrina storm restoration costs that Entergy New Orleans incurred, Entergy New Orleans expects that over a longer term accelerated rebuilding of the gas system in New Orleans will be necessary due to the massive salt water intrusion into the system caused by the flooding in New Orleans. The salt water intrusion is expected to shorten the life of the gas system, making it necessary to rebuild that system over time, earlier than otherwise would be expected. Entergy New Orleans currently expects the cost to rebuild the gas system to be $465 million, with the project extending many years into the future. To the extent that Entergy New Orleans receives insurance proceeds for future construction expenditures associated with rebuilding its gas system, the October 2006 City Council resolution approving the settlement of Entergy New Orleans' rate and storm-cost recovery filings requires Entergy New Orleans to record those proceeds in a designated sub-account of other deferred credits. This other deferred credit is shown as "Gas system rebuild insurance proceeds" on Entergy New Orleans' balance sheet.

    Bankruptcy Proceedings

    As a result of the effects of Hurricane Katrina and the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area, on September 23, 2005, Entergy New Orleans filed a voluntary petition in bankruptcy court seeking reorganization relief under Chapter 11 of the U.S. Bankruptcy Code. On May 7, 2007, the bankruptcy judge entered an order confirming Entergy New Orleans' plan of reorganization. With the receipt of CDBG funds, and the agreement on insurance recovery with one of its excess insurers, Entergy New Orleans waived the conditions precedent in its plan of reorganization, and the plan became effective on May 8, 2007. Following are significant terms in Entergy New Orleans' plan of reorganization:

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    Municipalization

    Municipalization is one potential outcome of Entergy New Orleans' recovery effort that may be pursued by a stakeholder or stakeholders. In June 2006, the Louisiana Legislature passed a law that establishes a governance structure for a public power authority, if municipalization of Entergy New Orleans' utility business is pursued. Entergy New Orleans' October 2006 settlement approved by the City Council allowing phased-in rate increases through 2008, discussed in "Formula Rate Plans and Storm-related Riders" below, provides that Entergy New Orleans will work with the City Council to seek an exception to the Stafford Act that will afford Stafford Act protections to Entergy New Orleans if another catastrophic event affects Entergy New Orleans. The Stafford Act provides for restoration funding from the federal government for municipal and cooperative utilities, but does not allow such funding for investor-owned utilities like Entergy New Orleans.

    Results of Operations

    Net Income (Loss)

    2004

    2007 Compared to 20032006

    Net income increased $20.2$19.2 million primarily due to higher net revenue.

    2003 Compared to 2002

    Entergy New Orleans had netrevenue, higher other income, of $7.9 million in 2003 compared to a net loss in 2002. The increase was due to higher net revenue and lower interest expense,reorganization item expenses, partially offset by higher other operation and maintenance expenses, higher taxes other than income taxes, and depreciationhigher interest and amortization expenses.other charges.

    2006 Compared to 2005

    Net income increased $4.1 million primarily due to higher net revenue, lower other operation and maintenance expenses, lower taxes other than income taxes, and higher other income, partially offset by higher interest and other charges.

    Net Revenue

    20042007 Compared to 20032006

    Net revenue which is Entergy New Orleans' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory credits.charges. Following is an analysis of the change in net revenue comparing 20042007 to 2003.2006.

    Amount

      

    (In Millions)

       

    20032006 net revenue

     

    $208.3192.2 

    Base ratesFuel recovery

     

    10.642.6 

    Volume/weather

     

    8.325.6 

    2004 deferralsRider revenue

     

    7.58.5 

    Price applied to unbilled electric salesNet wholesale revenue

     

    3.7 (41.2)

    Other

     

    0.63.3 

    20042007 net revenue

     

    $239.0231.0 

    The increasefuel recovery variance is due to the inclusion of Grand Gulf costs in fuel recoveries effective July 1, 2006. In June 2006, the City Council approved the recovery of Grand Gulf costs through the fuel adjustment clause, without a corresponding change in base rates (a significant portion of Grand Gulf costs was previously recovered through base rates).

    The volume/weather variance is due to an increase in electricity usage in the service territory in 2007 compared to the same period in 2006. The first quarter 2006 was affected by customer losses following Hurricane Katrina. Entergy New Orleans estimates that approximately 132,000 electric customers and 86,000 gas customers have returned and are taking service as of December 31, 2007, compared to approximately

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     95,000 electric customers and 65,000 gas customers as of December 31, 2006. Billed retail electricity usage increased a total of 540 GWh compared to the same period in 2006, an increase of 14%.

    The rider revenue variance is due primarily to a storm reserve rider effective June 2003.March 2007 as a result of the City Council's approval of a settlement agreement in October 2006. The rate increaseapproved storm reserve will be created over a ten-year period through the rider and the funds will be held in a restricted escrow account. The settlement agreement is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    The volume/weather variance is primarily due to increased billed electric usage of 162 GWh in the industrial service sector. The increase was partially offset by milder weather in the residential and commercial sectors.

    The 2004 deferralsnet wholesale revenue variance is due to the deferral of voluntary severance plan and fossil plant maintenance expensesmore energy available for resale in accordance with a stipulation approved by the City Council in August 2004. The stipulation allows for the recovery of these costs through amortization of a regulatory asset. The voluntary severance plan and fossil plant maintenance expenses are being amortized over a five-year period that became effective January 2004 and January 2003, respectively. The formula rate plan is discussed in Note 22006 due to the domestic utility companies and System Energy financial statements.

    The price applied to unbilled electricdecrease in retail usage caused by customer losses following Hurricane Katrina. In addition, 2006 revenue includes the sales variance is due to an increase ininto the fuel price applied to unbilled sales.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

    Gross operating revenues increased primarily due to an increase in gross wholesale revenue as a resultmarket of an increase of $32.4 million in sales to affiliates and an increase of $28.7 million in fuel revenues due to higher fuel rates, in addition to the net revenue items mentioned above.

    Fuel and purchased power expenses increased primarily due to an increase in electricity generated and power purchased coupled with an increase in the market prices of natural gas and purchased power.

    Other regulatory credits increased primarily due to a stipulation approved by the City Council in August 2004, as discussed above.

    2003 Compared to 2002

    Net revenue, which is Entergy New Orleans' measureshare of gross margin,the output of Grand Gulf, pursuant to City Council approval of measures proposed by Entergy New Orleans to address the reduction in Entergy New Orleans' retail customer usage caused by Hurricane Katrina and to provide revenue support for the costs of Entergy New Orleans' share of Grand Gulf.

    2006 Compared to 2005

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 2)3) other regulatory credits.charges. Following is an analysis of the change in net revenue comparing 20032006 to 2002.2005.

    Amount

      

    (In Millions)

       

    20022005 net revenue

     

    $183.7179.2 

    Base ratesFuel recovery

     

    15.948.1 

    Rate refund provisionsNet wholesale revenue

     

    9.1 22.4 

    Volume/weather

    (44.3)

    Price applied to unbilled electric sales

    (11.3)

    Other

     

    (0.4)(1.9)

    20032006 net revenue

     

    $208.3192.2 

    The increasefuel recovery variance is due to the inclusion of Grand Gulf costs in fuel recoveries effective July 1, 2006. In June 2006, the City Council approved the recovery of all Grand Gulf costs through Entergy New Orleans' fuel adjustment clause, without a corresponding change in base rates (a significant portion of Grand Gulf costs was effective June 2003. previously recovered through base rates).

    The rate increasenet wholesale revenue variance is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    Rate refund provisions increased net revenue due to larger accruals for potential rate actions and refunds in 2002.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to an increase of $78.4 million in sales to affiliates. The increase was also attributable to a base rate increase and an increase in the market price of natural gas.

    Fuel and purchased power expenses increased primarily due to an increase in energy available for sales for resale due to the decrease in retail usage caused by customer losses following Hurricane Katrina. The increased revenue includes the sales into the wholesale market of Entergy New Orleans' share of the output of Grand Gulf, pursuant to City Council approval of measures proposed by Entergy New Orleans to address the reduction in Entergy New Orleans' retail customer demand caused by Hurricane Katrina and provide revenue support for the costs of Entergy New Orleans' share of Grand Gulf. In June 2006, the City Council approved the return of Grand Gulf output to serve Entergy New Orleans' retail load effective July 1, 2006.

    The volume/weather variance is due to a decrease in electricity usage in the service territory caused by customer losses following Hurricane Katrina, partially offset increased usage during the unbilled sales period. Billed retail electricity usage decreased a total of 953 GWh, a decline of 20%. Entergy New Orleans estimated that approximately 95,000 electric customers and 65,000 gas customers had returned and were taking service as of December 31, 2006. Prior to Hurricane Katrina, Entergy New Orleans had approximately 190,000 electric customers and 144,000 gas customers.

    The price applied to unbilled electric sales variance is primarily due to a decrease in the fuel cost component of the price applied to unbilled sales. The decrease in the fuel cost component is due to a decrease in the average cost of generation due to a change in the generation mix from

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    natural gas.gas to solid fuel resources. See "Critical Accounting Estimates" below and Note 1 to the financial statements for further discussion of the accounting for unbilled revenues.

    Other Income Statement Variances

    20042007 Compared to 2003

    Other operation and maintenance expenses decreased slightly primarily due to the $4.7 million voluntary severance program accruals in 2003. The decrease was offset by increases in customer service support costs and maintenance and outage costs at fossil plants.

    The increase in miscellaneous income is primarily due to an asbestos insurance settlement in April 2004.

    Interest on long-term debt decreased primarily due to long-term debt refinancing in the third quarter of 2003.

    2003 Compared to 20022006

    Other operation and maintenance expenses increased primarily due to:

    All debt and common and preferred stock issuances by Entergy New Orleans require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy New Orleans has sufficient capacity under these tests to meet its foreseeable capital needs.

    Short-term borrowings by Entergy New Orleans, including borrowings underOrleans' receivables from or (payables to) the money pool are limited to an amount authorized by the SEC, $100 million. Under restrictions contained in its articles of incorporation, Entergy New Orleans could incur approximately $40 million of new unsecured debtwere as follows as of December 31 2004. Under its SEC Order and without further SEC authorization, Entergy New Orleans cannot incur additional short-term indebtedness unless (a) it and Entergy Corporation maintain a common equity ratiofor each of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of Entergy New Orleans (other than preferred stock), as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade. following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

     

     

     

     

     

     

     

    $47,705

     

    ($37,166)

     

    ($37,166)

     

    $1,413

    See Note 4 to the domestic utility companies andfinancial statements for a description of the money pool. As discussed above in "Bankruptcy Proceedings", Entergy New Orleans issued notes due in three years in satisfaction of its affiliate prepetition accounts payable, including its indebtedness to the Entergy System Energymoney pool of $37.2 million.

    In addition, Entergy New Orleans had a 364-day credit facility in the amount of $15 million which expired in May 2006. As authorized by the bankruptcy judge, in July 2006, Entergy New Orleans set off $15 million of its cash held by the lender against the outstanding debt on the credit facility.

    Entergy New Orleans has obtained short-term borrowing authorization from the FERC under which it may borrow through May 4, 2009, up to the aggregate amount, at any one time outstanding, of $100 million. In January 2008, Entergy New Orleans filed an application with the FERC to extend the authorization period for its current short-term borrowing limits until March 2010. See Note 4 to the financial statements for further discussion of Entergy New Orleans' short-term borrowing limits. The long-term securities issuances of Entergy New Orleans are limited to amounts authorized by the City Council, and it intends to file a request during 2008 for renewal of its authority.

    Significant Factors and Known Trends

    State and Local Rate Regulatory RisksRegulation

    The rates that Entergy New Orleans charges for electricity and natural gas significantly influence its financial position, results of operations, and liquidity. Entergy New Orleans is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the City Council, is primarily responsible for approval of the rates charged to customers.

    Formula Rate Plans and Storm-related Riders

    In May 2003,June 2006, Entergy New Orleans made its annual formula rate plan filings with the City Council.  The filings presented various alternatives to reflect the effect of Entergy New Orleans' lost customers and decreased revenue following Hurricane Katrina. The alternative that Entergy New Orleans recommended adjusts for lost customers and assumes that the City Council's June 2006 decision to allow recovery of all Grand Gulf costs through the fuel adjustment clause stays in place during the rate-effective period (a significant portion of Grand Gulf costs was previously recovered through base rates).

    320

    At the same time as it made its formula rate plan filings, Entergy New Orleans also filed with the City Council a request to implement two storm-related riders. With the first rider, Entergy New Orleans sought to recover the electric and gas restoration costs that it had actually spent through March 31, 2006. Entergy New Orleans also proposed semiannual filings to update the rider for additional restoration spending and also to consider the receipt of CDBG funds or insurance proceeds that it may receive. With the second rider, Entergy New Orleans sought to establish a storm reserve to provide for the risk of another storm.

    In October 2006, the City Council approved a resolution allowing for a total increase of $30.2 million in electric and gas base rates effective June 1, 2003.  In April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the City Council in 2003. The filings sought an increase insettlement agreement that resolves Entergy New Orleans' electric revenuesrate and storm-related rider filings by providing for phased-in rate increases, while taking into account with respect to storm restoration costs the anticipated receipt of $1.2 million and anCDBG funding as recommended by the Louisiana Recovery Authority. The settlement provides for a 0% increase in Entergy New Orleans' gas revenues of $32,000. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels setthrough December 2007, with a $3.9 million increase implemented in May 2003.January 2008. Recovery of all Grand Gulf costs through the fuel adjustment clause will continue. Gas base rates increased by $4.75 million in November 2006 and increased by additional $1.5 million in March 2007 and an additional $4.75 million in November 2007. The resolution orderedsettlement calls for Entergy New Orleans to defer $3.9 million relating to voluntary severance plan costs allocated to its electric operations and $1.0 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its books regulatory assets in those amounts to be amortized over five years effective January 2004. Entergy New Orleans also was ordered to defer $6.0 million of fossil plant maintenance expense incurred in 2003 and to record on its booksfile a regulatory asset in that amount to be amortized over a five-year period effective January 2003.

    Entergy New Orleans will file its formulabase rate plan for the year ended Decembercase by July 31, 2004 by May 1, 2005 and also intends to file for an extension of2008. The settlement agreement discontinues the formula rate plan by September 1, 2005. Ifand the generation performance-based plan but permits Entergy New Orleans to file an application to seek authority to implement formula rate plan is not extended bymechanisms no sooner than six months following the City Council,effective date of the implementation of the base rates resulting from the July 31, 2008 base rate adjustmentscase. Any storm costs in effect based on the December 31, 2004 test year shall continue.excess of CDBG funding and insurance proceeds will be addressed in that base rate case. The settlement also authorizes a $75 million storm reserve for damage from future storms, which will be created over a ten-year period through a storm reserve rider beginning in March 2007. These storm reserve funds will be held in a restricted escrow account.

    In May 2003, the City Council approved implementation ofJanuary 2008, Entergy New Orleans voluntarily implemented a generation performance-based6.15% base rate calculation in thecredit for electric fuel adjustment clause undercustomers, which Entergy New Orleans receives 10% of calculated fuel and purchased power cost savingsestimates will return $10.6 million to electric customers in excess of $20 million, based on a defined benchmark, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan.2008. Entergy New Orleans bears 10%was able to implement this credit because the recovery of any "negative" fuel and purchased power cost savings. In October 2004, Entergy New Orleans' annual evaluation report was submitted for the period June 2003 through May 2004. Additional savings associated with the first year generation performance-based rate calculation was $71 million of which Entergy New Orleans' share was $5.1 million.

    In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. Plaintiffs also s eek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and FERC. In March 2004, the plaintiffs supplemented and amended their petition. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims. The suit in state courtafter Hurricane Katrina has been stayed by stipulation of the parties pending a decision by the City Council in the proceeding discussed in the next paragraph.occurring faster than expected.

    Plaintiffs also filed this complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Enterg y New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience, or harm to its ratepayers. The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish. Oral argument on the plaintiffs' appeal was conducted in February 2005.

    In addition to rate proceedings, Entergy New Orleans' fuel costs recovered from customers are subject to regulatory scrutiny.

    Entergy New Orleans' retail and wholesale rate matters and proceedings, including fuel cost recovery- related issues, are discussed more thoroughly in Note 2 to the domestic utility companies and System Energy financial statements.

    Federal Regulation

    System Agreement Proceedings

    The domestic utility companies historically have engaged

    See "System Agreement Proceedings" in the coordinated planning, construction,"Significant Factors and operationKnown Trends" section of generatingEntergy Corporation and transmission facilities underSubsidiaries Management's Discussion and Analysis for discussion of the terms of an agreement calledproceeding at the System Agreement that has been approved by the FERC. LitigationFERC involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questionsother related proceedings.

    Transmission

    See "Independent Coordinator of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues. Regarding the proceeding at the LPSC, Entergy believes that state and local regulators are preempted by federal law from reviewing and deciding System Agreement issues for themselves. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is preempted by federal law from reviewing and interpreting F ERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate scheduleTransmission" in the unrelated case,"Significant Factors and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed the LPSC's decision. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and reversed the decisions of the LPSC and the Louisiana Supreme Court.

    In February 2004, a FERC ALJ issued an Initial Decision in the LPSC-initiated proceeding at the FERC. The Initial Decision decided some issues in favor of the relief sought by the LPSC, and decided some issues against the relief sought by the LPSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groupsKnown Trends" section of Entergy customers; the numerical standards proposed in the Initial Decision are arbitraryCorporation and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costsSubsidiaries Management's Discussion and Analysis for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.further discussion.

    If the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility compan ies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

    An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu duri ng the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:


    Range of Annual Payments
    or (Receipts)

    Average Annual
    Payments or (Receipts)
    for 2005-2009 Period

    (In Millions)

    (In Millions)

    Entergy Arkansas

    $154 to $281 

    $215                 

    Entergy Gulf States

    ($130) to ($15)

    ($63)                

    Entergy Louisiana

    ($199) to ($98)

    ($141)

    Entergy Mississippi

    ($16) to $8 

    $1                 

    Entergy New Orleans

    ($17) to ($5)

    ($12)               

    Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy New Orleans does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operation.

    In February 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas filed testimony in response to the APSC's Order of Investigation. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; an d states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

    In April 2004, the APSC commenced the investigation into Entergy Louisiana's Vidalia purchased power contract and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC. Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

    In April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under a March 2003 rate case settlement are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as t he named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption. In February 2005, the state court issued an oral decision dismissing the City Council's claims for lack of subject matter jurisdiction and prematurity.

    Transmission

    In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs.

    In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity (Independent Coordinator of Transmission or ICT) to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposed to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the implementation of the proposed weekly procurement process (WPP). The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

    Entergy also proposed to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC, and any party contesting such determination, including Entergy, would be required to seek review at the FERC. Several technical conferences regarding the ICT proposal, or various components thereof, were held in 2004. Entergy has also responded to discovery requests that resulted from these conferences.

    In January 2005, Entergy filed a petition for declaratory order with the FERC requesting that the FERC provide guidance on two important issues: (1) whether the functions performed by the ICT will cause it to become a "public utility" under the Federal Power Act or the "transmission provider" under Entergy's open access transmission tariff; and (2) whether Entergy's transmission pricing proposal, as administered by the ICT, satisfies the FERC's transmission pricing policy. The petition also indicates that, subject to the outcome of the petition and obtaining support of Entergy's retail regulators, Entergy would be willing to have the ICT perform the following additional functions: (a) grant or deny requests for transmission service; (b) calculate available flowgate capacity; (c) administer Entergy's OASIS; and (d) perform an enhanced planning function (integrating the plans of Entergy and other potential transmission owners to identify regional synergies.) Comments and interventions on the petition were filed by market participants and retail regulators on February 4, 2005. In their individual comments, the APSC, LPSC, and City Council supported Entergy's position that the ICT would not become a "public utility" or "transmission provider" and that the transmission pricing proposal satisfies the FERC's transmission pricing policy. Certain other parties urged the FERC to reject the petition for declaratory order or, in the alternative, that the FERC assert jurisdiction over the ICT and determine that Entergy's proposed pricing policy is inconsistent with FERC's current pricing policy. FERC action on the petition is expected during the first half of 2005.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Additionally, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. A hearing on the transmission pricing aspects of the ICT proposal is scheduled for May 2005, with a separate hearing on the WPP portion o f the proposal currently scheduled for August 2005.

    Available Flowgate Capacity Proceeding

    On December 17, 2004, the FERC issued an order initiating a hearing and investigation concerning the justness and reasonableness of the

    See "Available Flowgate Capacity (AFC) methodology,Proceeding" in the methodology used to evaluate short-term transmission service requests"Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion.

    Energy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion, including a discussion of the implications of repeal of PUHCA 1935 and ongoing FERC regulation under the domestic utility companies' open access transmission tariff, and establishing a refund effective date. In its order, the FERC indicated that although it "appreciates that Entergy is attempting to explore ways to improve transmission access on its system," it believed that an investigation was warranted to gather more evidence in light of the concerns raised by certain transmission customers and certain issues raised in a FERC audit report finding errors and problems with the predecessor methodology used by Entergy for evaluating short-term transmission requests, the Generator Operating Limits methodology. The FERC order indicates that the investigation will include an examination of (i) Entergy's implementation of the AFC program, (ii) whether Entergy's implementation has complied with prior FERC orders and open access transmission tariff provisions addressing the AFC program, and (iii) whether Entergy's provision of access to short-term transmission on its transmission system was just, reasonable, and not unduly discriminatory.Federal Power Act.

    Entergy has submitted an Emergency Interim Request for Rehearing requesting the FERC to defer the hearing process and instead proceed initially with an independent audit of the AFC program and the expansion of the current process involving other market participants to address a broader range of issues. Entergy believes that this type of approach is a more efficient and effective mechanism for evaluating the AFC program. Following the completion of the independent audit and process involving other market participants, the FERC could determine whether other procedural steps are necessary. The FERC has not yet ruled on the Emergency Interim Request for Rehearing submitted by Entergy.

    Entergy believes that it has complied with the provisions of its open access transmission tariff, including the provisions addressing the implementation of the AFC methodology; however, the ultimate scope of this proceeding cannot be predicted at this time. A hearing in the AFC proceeding is currently scheduled to commence in August 2005.321

    Market and Credit Risks

    Entergy New Orleans has certain market and credit risks inherent in its business. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

    Environmental Risks

    Entergy New Orleans' facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous solid wastes, and other environmental matters. Management believes that Entergy New Orleans is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

    Litigation Risks

    The territory in which Entergy New Orleans operates has proven to be an unusually litigious environment. Judges and juries in New Orleans have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy New Orleans uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

    Critical Accounting Estimates

    The preparation of Entergy New Orleans' financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and there is the potential for future changes in the assumptions and measurements that could produce estimates that would have a material impact on the presentation of Entergy New Orleans' financial position or results of operations.

    Unbilled Revenue

    As discussed in Note 1 to the domestic utility companies and System Energy financial statements, Entergy New Orleans records an estimate of the revenues earned for energy delivered since the latest customer billing. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. The difference between the estimate of the unbilled receivable at the beginning of the period and the end of the period is the amount of unbilled revenue recognized during the period. The estimate recorded is primarily based upon an estimate of customer usage during the unbilled period and the billed price to customers in that month, including fuel price.month. Therefore, revenue recognized may be affected by the estimated price and usage at the beginning and end of each period, and fuel price fluctuations, in addition to changes in certain components of the calculation including changes to estimates such as line loss, which affects the estimate o f unbilled customer usage, and assumptions regarding price such as the fuel cost recovery mechanism.calculation.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.322

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit
    Obligation

     

                                          Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $227

     

    $2,694             

     

    (0.25%)

     

    $275

     

    $2,696

    Rate of return on plan assets

     

    (0.25%)

     

    $73               

     

    -             

     

    (0.25%)

     

    $170

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $113               

     

    $718            

     

    0.25%

     

    $120

     

    $627

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

                                            Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $157                      

     

    $973               

     

    0.25%

     

    $191

     

    $1,138

    Discount rate

     

    (0.25%)

     

    $50                      

     

    $1,279               

     

    (0.25%)

     

    $88

     

    $1,421

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for Entergy New Orleans in 20042007 was $4.6$2.8 million. Entergy New Orleans anticipates 20052008 qualified pension cost to decrease to $4.2$1.6 million. Entergy New Orleans contributed $2.1$43.6 million to its qualified pension plan in 2004, and anticipates making $15.7 million2007. There is no required qualified pension plan funding anticipated for Entergy New Orleans in contributions in 2005. The rise in pension funding requirements is due2008. Guidance pursuant to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding EquityProtection Act relief passed in April 2004.

    of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of Entergy New Orleans' accumulated benefit obligation at December 31, 2004, 2003 and 2002 exceeded plan assets. As a result, Entergy New Orleans was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2004 Entergy New Orleans increased its additional minimum liability to $16.9 million from $13.1 million at December 31, 2003. Entergy New Orleans decreased its intangible asset forpension contributions in the unrecognized prior service cost to $1.7 million at December 31, 2004 from $2.8 million at December 31, 2003. Entergy New Orleans increased the regulatory asset to $15.2 million at December 31, 2004 from $10.3 million at December 31, 2003. Net income for 2004, 2003, and 2002 were not impacted.future.

    Total postretirement health care and life insurance benefit costs for Entergy New Orleans in 20042007 were $4.3$4.9 million, including $1.3$1.2 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy New Orleans expects 20052008 postretirement health care and life insurance benefit costs to approximate $4.2$5 million, including $1.4$1.1 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy New Orleans expects to contribute $5.2 million to its other postretirement plans in 2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for discussion of new accounting pronouncements.

    323

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy New Orleans, Inc.:

    We have audited the accompanying balance sheets of Entergy New Orleans, Inc. (the "Company") as of December 31, 20042007 and 2003,2006, and the related statements of operations,income, of retained earnings, and of cash flows (pages 261325 through 266330 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy New Orleans, Inc. as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 18 to the respective financial statements, on May 7, 2007, the Bankruptcy Court entered an order confirming the plan of reorganization which became effective after the close of the business on May 8, 2007. Under the plan of reorganization, the Company is required to comply with certain terms and conditions as more fully described in Note 18 to the financial statements.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    324

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    STATEMENTS OF OPERATIONS
    INCOME STATEMENTSINCOME STATEMENTS
        
    For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
              
    OPERATING REVENUES          
    Domestic electric $588,457  $527,660  $424,527 
    Electric $557,458  $471,066  $536,016 
    Natural gas 147,411  126,356  83,347  119,469  100,088  137,310 
    TOTAL 735,868  654,016  507,874  676,927  571,154  673,326 
            
    OPERATING EXPENSES         
    Operation and Maintenance:       
    Fuel, fuel-related expenses, and       
    gas purchased for resale 245,301  214,735  163,323  243,470  157,535  217,365 
    Purchased power 256,190  231,787  158,191  198,329  217,212  273,576 
    Other operation and maintenance 107,874  108,217  98,511  114,254  78,856  89,130 
    Taxes other than income taxes 43,577  42,198  40,099  38,439  34,953  41,538 
    Depreciation and amortization 29,657  30,004  27,699  32,287  31,634  33,975 
    Other regulatory charges (credits) - net (4,670) (843) 2,701 
    Reorganization items - -  26,455  1,489 
    Other regulatory charges - net 4,127  4,160  3,181 
    TOTAL 677,929  626,098  490,524  630,906  550,805  660,254 
            
    OPERATING INCOME 57,939  27,918  17,350  46,021  20,349  13,072 
            
    OTHER INCOME         
    Allowance for equity funds used during construction 1,378  2,085  1,835  1,736  3,078  3,229 
    Interest and dividend income 720  825  689  11,583  4,363  1,795 
    Miscellaneous - net 270  (1,453) 584  (1,057) (543) (4,110)
    TOTAL 2,368  1,457  3,108  12,262  6,898  914 
            
    INTEREST AND OTHER CHARGES        
    Interest on long-term debt 15,357  17,436  18,011  12,978  4,069  10,153 
    Other interest - net 1,253  350  4,939  8,519  15,260  3,402 
    Allowance for borrowed funds used during construction (1,243) (2,145) (1,840) (1,302) (2,477) (2,609)
    TOTAL 15,367  15,641  21,110  20,195  16,852  10,946 
            
    INCOME (LOSS) BEFORE INCOME TAXES 44,940  13,734  (652)
    INCOME BEFORE INCOME TAXES 38,088  10,395  3,040 
             
    Income taxes 16,868  5,875  (422) 13,506  5,051  1,790 
            
    NET INCOME (LOSS) 28,072  7,859  (230)
    NET INCOME 24,582  5,344  1,250 
              
    Preferred dividend requirements and other 965  965  965  1,126  1,286  482 
            
    EARNINGS (LOSS) APPLICABLE TO   
    EARNINGS APPLICABLE TO      
    COMMON STOCK $27,107  $6,894  ($1,195) $23,456  $4,058  $768 
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      

     

    325

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    326

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
    OPERATING ACTIVITIES       
    Net income (loss) $28,072  $7,859  ($230)
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
     
    Other regulatory charges (credits) - net (4,670) (843) 2,701 
    Net income $24,582  $5,344  $1,250 
    Adjustments to reconcile net income to net cash flow provided by (used in) operating activities: Adjustments to reconcile net income to net cash flow provided by (used in) operating activities:
    Other regulatory charges - net 4,127  4,160  3,181 
    Depreciation and amortization 29,657  30,004  27,699  32,288  31,634  33,975 
    Deferred income taxes and investment tax credits 39,782  15,401  6,729 
    Deferred income taxes, investment tax credits, and non-current taxes accrued 30,642  54,395  87,051 
    Changes in working capital:       
    Receivables 9,162  (41,308) 10,540  11,563  6,334  (17,902)
    Fuel inventory 1,399  (2,296) (203) 541  3,007  (3,867)
    Accounts payable (3,014) 17,817  18,070  (26,746) 4,313  36,897 
    Taxes accrued (13,056) 1,372  5,603  2,895  2,086  (2,592)
    Interest accrued (1,455) (276) (544) (12,787) 15,336  (2,089)
    Deferred fuel costs (5,279) (12,162) 4,686  1,715  11,597  (28,034)
    Other working capital accounts 2,121  (7,553) (4,971) 9,473  (1,069) (6,946)
    Provision for estimated losses and reserves (1,305) (1,634) (3,348) 5,944  496  (1,632)
    Changes in pension liability (44,549) 33,984  2,662 
    Changes in other regulatory assets (5,380) (9,473) (3,061) 181,061  (55,607) (59,707)
    Other (12,457) 10,286  8,472  (13,355) (20,580) (83,399)
    Net cash flow provided by operating activities 63,577  7,194  72,143 
    Net cash flow provided by (used in) operating activities 207,394  95,430  (41,152)
             
    INVESTING ACTIVITIES         
    Construction expenditures (51,264) (66,285) (58,341) (93,676) (76,128) (57,640)
    Allowance for equity funds used during construction 1,378  2,085  1,835  1,736  3,078  3,229 
    Changes in other temporary investments - net 606  (606) 14,859 
    Insurance proceeds 56,430  - -  - - 
    Proceeds from the sale of assets 10,046  - -  - - 
    Change in money pool receivable - net (47,705) - -  1,413 
    Changes in other investments - net (5,272) - -  - - 
    Net cash flow used in investing activities (49,280) (64,806) (41,647) (78,441) (73,050) (52,998)
            
    FINANCING ACTIVITIES       
    Borrowings on DIP credit facility - -  - -  90,000 
    Repayment on DIP credit facility (51,934) (38,066) - - 
    Proceeds from the issuance of long-term debt 72,640  - -  24,332  - -  - -  29,783 
    Retirement of long-term debt (77,487) - -  (25,000) (208) - -  (30,065)
    Change in money pool payable - net - -  - -  35,558 
    Changes in short-term borrowings - -  (15,000) 15,000 
    Dividends paid:       
    Common stock (5,200) (3,001) (800) - -  - -  (5,300)
    Preferred stock (965) (965) (965) (1,894) (277) (724)
    Net cash flow used in financing activities (11,012) (3,966) (2,433)
    Net cash flow provided by (used in) financing activities (54,036) (53,343) 134,252 
            
    Net increase (decrease) in cash and cash equivalents 3,285  (61,578) 28,063  74,917  (30,963) 40,102 
           
    Cash and cash equivalents at beginning of period 4,669  66,247  38,184  17,093  48,056  7,954 
            
    Cash and cash equivalents at end of period $7,954  $4,669  $66,247  $92,010  $17,093  $48,056 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:       
    Cash paid/(received) during the period for:       
    Interest - net of amount capitalized $16,172  $17,427  $19,961  $24,450  $3,255  $20,066 
    Income taxes ($5,736) ($13,530) ($37,929) ($3,571) ($57,193) ($18,000)
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      
          

     

    327

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    ASSETSASSETSASSETS
    December 31, December 31,
    2004 2003 2007 2006
    (In Thousands) (In Thousands)
            
    CURRENT ASSETS        
    Cash and cash equivalents:    
    Cash and cash equivalents    
    Cash $2,998  $28  $119  $3,886 
    Temporary cash investments - at cost,    
    Temporary cash investments - at cost    
    which approximates market 4,956  4,641  91,891  13,207 
    Total cash and cash equivalents 7,954  4,669  92,010  17,093 
    Other temporary investments - -  606 
    Accounts receivable:        
    Customer 47,356  44,663  45,478  58,999 
    Allowance for doubtful accounts (3,492) (3,104) (4,639) (10,563)
    Associated companies 12,223  24,697  58,952  17,797 
    Other 7,329  10,057  9,928  8,428 
    Accrued unbilled revenues 24,848  21,113  24,842  23,758 
    Total accounts receivable 88,264  97,426  134,561  98,419 
    Deferred fuel 2,559  - - 
    Accumulated deferred income taxes - -  460 
    Deferred fuel costs 17,281  18,996 
    Fuel inventory - at average cost 4,181  5,580  4,500  5,041 
    Materials and supplies - at average cost 9,150  8,660  9,007  7,825 
    Prepayments and other 3,467  8,050  2,539  5,641 
    TOTAL 115,575  125,451  259,898  153,015 
            
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity 3,259  3,259  3,259  3,259 
    Non-utility property at cost (less accumulated depreciation) 1,016  1,107 
    Other property and investments 5,272  - - 
    TOTAL 9,547  4,366 
            
    UTILITY PLANT        
    Electric 699,072  666,122  745,426  698,081 
    Natural gas 183,728  167,011  201,870  186,932 
    Construction work in progress 33,273  45,061  14,144  21,824 
    TOTAL UTILITY PLANT 916,073  878,194  961,440  906,837 
    Less - accumulated depreciation and amortization 435,519  420,745  507,537  446,673 
    UTILITY PLANT - NET 480,554  457,449  453,903  460,164 
            
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
    Other regulatory assets 40,354  27,222  143,726  295,440 
    Long term receivables 2,492  -  126  936 
    Other 20,540  16,246  8,995  7,230 
    TOTAL 63,386  43,468  152,847  303,606 
            
    TOTAL ASSETS $662,774  $629,627  $876,195  $921,151 
            
    See Notes to Respective Financial Statements.    
    See Notes to Financial Statements.    

    328

    328

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    BALANCE SHEETSBALANCE SHEETSBALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY
    December 31, December 31,
    2004 2003 2007 2006
    (In Thousands) (In Thousands)
    CURRENT LIABILITIES        
    Currently maturing long-term debt $30,000 $ - $30,000  $ - 
    DIP credit facility - -  51,934 
    Accounts payable:        
    Associated companies 30,563 35,008 27,138  94,686 
    Other 44,149 42,718 23,366  76,831 
    Customer deposits 17,187 15,575 17,803  14,808 
    Taxes accrued 2,592 - - 4,981  2,086 
    Accumulated deferred income taxes 1,906 - - 1,754  2,924 
    Interest accrued 4,757 6,212 5,217  18,004 
    Deferred fuel costs - - 2,720
    Energy Efficiency Program provision 6,611 6,356
    Other 3,477 2,088 9,944  6,154 
    TOTAL 141,242 110,677
    TOTAL CURRENT LIABILITIES 120,203  267,427 
            
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued 47,062 39,486 114,729  98,884 
    Accumulated deferred investment tax credits 3,997 4,441 2,809  3,157 
    SFAS 109 regulatory liability - net 46,406 40,543 73,613  71,870 
    Other regulatory liabilities - - 954 9,522  - - 
    Retirement cost liability 2,772  2,591 
    Accumulated provisions 9,323 10,628 14,329  8,385 
    Pension liability 36,845 30,585
    Pension and other postretirement liabilities 15,484  60,033 
    Long-term debt 199,902 229,217 273,912  229,875 
    Gas system rebuild insurance proceeds 36,958  - - 
    Other 3,755 10,761 14,640  5,161 
    TOTAL 347,290 366,615
    TOTAL NON-CURRENT LIABILITIES 558,768  479,956 
        
            

    Commitments and Contingencies

            
            
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund 19,780 19,780 19,780  19,780 
    Common stock, $4 par value, authorized 10,000,000        
    shares; issued and outstanding 8,435,900 shares in 2004    
    and 2003 33,744 33,744
    shares; issued and outstanding 8,435,900 shares in 2007    
    and 2006 33,744  33,744 
    Paid-in capital 36,294 36,294 36,294  36,294 
    Retained earnings 84,424 62,517 107,406  83,950 
    TOTAL 174,242 152,335 197,224  173,768 
            
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $662,774 $629,627 $876,195  $921,151 
            
    See Notes to Respective Financial Statements.    
    See Notes to Financial Statements.    
        

     

    329

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    STATEMENTS OF RETAINED EARNINGSSTATEMENTS OF RETAINED EARNINGSSTATEMENTS OF RETAINED EARNINGS
     For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
             
    Retained Earnings, January 1 $62,517 $58,624 $60,619  $83,950 $79,892 $84,424
                
    Add:            
    Net income (loss) 28,072 7,859 (230)
    Net income 24,582 5,344 1,250
                
    Deduct:            
    Dividends declared:            
    Preferred stock 965 965 965  1,126 1,286 482
    Common stock 5,200 3,001 800  - - 5,300
    Total 6,165 3,966 1,765  1,126 1,286 5,782
                
    Retained Earnings, December 31 $84,424 $62,517 $58,624  $107,406 $83,950 $79,892
            
           
    See Notes to Respective Financial Statements. 
    See Notes to Financial Statements.      

     

    330

    ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.ENTERGY NEW ORLEANS, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISONSELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (In Thousands) (In Thousands)
                        
    Operating revenues $735,868 $654,016 $507,874  $630,850  $640,290 $676,927 $571,154 $673,326 $735,868 $654,016
    Net Income (loss) $28,072 $7,859 ($230) ($2,195) $16,518
    Net Income $24,582 $5,344 $1,250 $28,072 $7,859
    Total assets $662,774 $629,627 $584,705  $566,037  $559,231 $876,195 $921,151 $1,120,121 $662,774 $629,627
    Long-term obligations (1) $199,902 $229,217 $229,191  $299,097  $199,031 $273,912 $229,875 $229,859 $199,902 $229,217
                        
    (1) Includes long-term debt (excluding currently maturing debt).
                        
     2004 2003 2002 2001 2000 2007 2006 2005 2004 2003
     (Dollars In Millions) (Dollars In Millions)
    Electric Operating Revenues:                    
    Residential $184 $178 $170 $190 $188 $142 $106 $150 $184 $178
    Commercial 171 162 154 186 171 181 165 145 171 162
    Industrial 34 27 25 32 25 47 45 32 34 27
    Governmental 70 68 66 81 73 72 59 59 70 68
    Total retail 459 435 415 489 457 442 375 386 459 435
    Sales for resale:                    
    Associated companies 118 85 7 10 32 103 46 117 118 85
    Non-associated companies 2 2 2 3 9 1 45 21 2 2
    Other 9 6 1 1 17 11 5 12 9 6
    Total $588 $528 $425 $503 $515 $557 $471 $536 $588 $528
    Billed Electric Energy Sales (GWh):                    
    Residential 2,139 2,133 2,158 1,981 2,178 1,221 914 1,616 2,139 2,133
    Commercial 2,316 2,262 2,255 2,185 2,260 1,763 1,666 1,798 2,316 2,262
    Industrial 575 413 409 414 384 568 547 498 575 413
    Governmental 1,025 1,036 1,053 1,017 1,058 747 632 800 1,025 1,036
    Total retail 6,055 5,844 5,875 5,597 5,880 4,299 3,759 4,712 6,055 5,844
    Sales for resale:                    
    Associated companies 1,514 1,312 144 115 570 995 519 1,705 1,514 1,312
    Non-associated companies 25 28 32 59 141 15 779 336 25 28
    Total 7,594 7,184 6,051 5,771 6,591 5,309 5,057 6,753 7,594 7,184
                        
                        
              

    331

    SYSTEM ENERGY RESOURCES, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    System Energy's principal asset consists of a 90% ownership and leasehold interest in Grand Gulf. The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf 1 pursuant to the Unit Power Sales Agreement. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues.

    Results of Operations

    Net Income

    20042007 Compared to 20032006

    Net income remained relatively unchanged, decreasing $0.06decreased $4.2 million in 2004.

    2003 Compared to 2002

    Net income increased $2.7 million in 2003 primarily due to lower interest charges primarily resulting from lower interest expense associated with the Grand Gulf sale-leaseback. This increase was partially offset by a decrease in rate base in 20032007 resulting in lower operating income partially offset by higher interest income. The decreasehigher interest income resulted from $2.5 million in interest income recorded on an IRS audit settlement and higher interest income earned on decommissioning trust funds.

    2006 Compared to 2005

    Net income increased $28.6 million primarily due to the income tax benefit of Entergy Corporation expenses in accordance with Entergy's intercompany tax allocation agreement. Also contributing to the increase was an increase in rate base was due to the normal depreciation of Grand Gulf.in 2006 resulting in higher operating income and higher interest income earned on money pool investments.

    Income Taxes

    The effective income tax rates for 2004, 2003,2007, 2006, and 20022005 were 42.4%25.0%, 41.7%28.0%, and 42.4%38.3%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.  Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2004, 2003,2007, 2006, and 20022005 were as follows:

    2004

    2003

    2002

    2007

    2006

    2005

    (In Thousands)

    (In Thousands)

    Cash and cash equivalents at beginning of period

    Cash and cash equivalents at beginning of period

    $52,536 

    $113,159 

    $49,579 

    Cash and cash equivalents at beginning of period

    $135,012 

    $75,704 

    $216,355 

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Cash flow provided by (used in):

    Operating activities

    332,928 

    100,817 

    225,639 

    Operating activities

    221,901 

    128,059 

    274,239 

    Investing activities

    (45,053)

    (45,065)

    (28,873)

    Investing activities

    (96,955)

    130,738 

    (273,500)

    Financing activities

    (124,056)

    (116,375)

    (133,186)

    Financing activities

    (154,953)

    (199,489)

    (141,390)

    Net increase (decrease) in cash and cash equivalents

    163,819 

    (60,623)

    63,580 

    Net increase (decrease) in cash and cash equivalents

    (30,007)

    59,308 

    (140,651)

    Cash and cash equivalents at end of period

    Cash and cash equivalents at end of period

    $216,355 

    $52,536 

    $113,159 

    Cash and cash equivalents at end of period

    $105,005 

    $135,012 

    $75,704 

    332

    Operating Activities

    Cash flow from operations increased by $232.1$93.8 million in 20042007 primarily due to a decrease of $107.7 million in income tax refunds of $70.6 million in 2004 compared to income tax payments of $230.9 million in 2003. The increase was partially offset by money pool activity, as discussed below.

    In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $430 million deduction for System Energy on Entergy's 2003 income tax return. There was no cash benefit from the method change in 2003. In 2004 System Energy realized $144 million in cash tax benefit from the method change. This tax accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit.payments.

    Cash flow from operations decreased by $124.8$146.2 million in 20032006 primarily due to the following:

    System Energy's receivables from the money pool were as follows as of December 31 for each of the following years:

    2004

     

    2003

     

    2002

     

    2001

    (In Thousands)

     

     

     

     

     

     

     

    $61,592

     

    $19,064

     

    $7,046

     

    $13,853

    Money pool activity used $42.5 million of System Energy's operating cash flows in 2004, used $12.0Investing activities provided $130.7 million in 2003, and provided $6.8cash flow in 2006 compared to using $273.5 million in 2002. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

    Investing Activities

    Net cash used for investing activities was practically unchanged in 2004 compared to 2003 primarily because an increase in construction expenditures caused by a reclassification of inventory items to capital was significantly offset by the maturity of $6.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.

    The increase of $16.2 million in net cash used in investing activities in 2003 was2005 primarily due to the following:money pool activity.

    Partially offsetting the increases in net cash used in investing activities was a decrease in construction expenditures of $22.1 million in 2003 compared to 2002 primarily due to the power uprate project in 2002.

    Financing Activities

    The increase of $7.7 million in netNet cash flow used in financing activities decreased $44.5 million in 2004 was2007 primarily due to $5.5a decrease of $45.4 million in costs relatedcommon stock dividends paid.

    Net cash flow used in financing activities increased $58.1 million in 2006 primarily due to System Energy refunding bonds associated with its Grand Gulf Lease Obligationan increase of $63.9 million in May 2004 and the retirement of $ 7.6 million of long-term debt 2004. The increase wascommon stock dividends paid, partially offset by a decrease of $5.0$5.8 million in the January 20042006 principal payment made on the Grand Gulf sale-leaseback compared to the January 20032005 principal payment .payment.

    The decrease of $16.8 million in net cash used in financing activities in 2003 was primarily due to a decrease of $19.5 million in the January 2003 principal payment made on the Grand Gulf sale-leaseback compared to the January 2002 principal payment.

    See Note 5 to the domestic utility companies and System Energy financial statements for details of long-term debt.

    Capital Structure

    System Energy's capitalization is balanced between equity and debt, as shown in the following table.

     

     

    December 31,
    2007

     

    December 31,
    2006

     

     

     

     

     

    Net debt to net capital

     

    47.4%

     

    46.4%

    Effect of subtracting cash from debt

     

    3.2%

     

    4.2%

    Debt to capital

     

    50.6%

     

    50.6%

    Net debt consists of debt less cash and cash equivalents. Debt consists of capital lease obligations and long-term debt, including the currently maturing portion. Capital consists of debt and common shareholder's equity. Net capital consists of capital less cash and cash equivalents. System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy's financial condition.

    Uses of Capital

    System Energy requires capital resources for:

    333

    Following are the amounts of System Energy's planned construction and other capital investments, existing debt and lease obligations (includes estimated interest payments), and other purchase obligations:

    2005

     

    2006-2007

     

    2008-2009

     

    After 2009

     

    Total

    2008

     

    2009-2010

     

    2011-2012

     

    After 2012

     

    Total

    (In Millions)

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    capital investment

    $38

     

    $81      

     

    N/A

     

    N/A

     

    $119

    $87

     

    $69

     

    N/A

     

    N/A

     

    $156

    Long-term debt

    $29

     

    $125

     

    $62

     

    $659

     

    $875

    $76

     

    $153

     

    $226

     

    $813

     

    $1,268

    Nuclear fuel lease obligations (1)

    $28

     

    $38      

     

    N/A

     

    N/A

     

    $66       

    $30

     

    $52

     

    N/A

     

    N/A

     

    $82

    Purchase obligations (2)

    $12

    $14

    $18

    $38

    $82

    (1)

    It is expected that additional financing under the leaseslease will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each caseSystem Energy must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

    (2)

    Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. For System Energy, it includes nuclear fuel purchase obligations.

    In addition to the contractual obligations given above, System Energy expects to contribute $9.3 million to pension plans and $1.7 million to other postretirement plans in 2005.2008. System Energy does not expect to make a pension contribution in 2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, may affect the level of System Energy's pension contributions in the future. Also in addition to the contractual obligations, System Energy has $135.8 million of unrecognized tax benefits and interest for which the timing of payments beyond 12 months cannot be reasonably estimated due to uncertainties in the timing of effective settlement of tax positions. See Note 3 to the financial statements for additional information regarding unrecognized tax benefits.

    The planned capital investment estimate for System Energy reflects capital required to support the existing business of System Energy. Management provides more information on long-term debtThe planned construction and preferred stock maturitiescapital investment amounts given above also include initial development costs for potential new nuclear development at the Grand Gulf and River Bend sites, including licensing and design activities. This project is in Notes 5the early stages, and 6several issues remain to be addressed over time before significant capital would be committed to this project. Entergy's Utility supply plan initiative will continue to seek to transform its generation portfolio with new or repowered generation resources. Opportunities resulting from the domestic utility companies and System Energy financial statements.supply plan initiative, including new projects or the exploration of alternative financing sources, could result in increases or decreases in the capital expenditure estimates given above.

    As a wholly-owned subsidiary, System Energy dividends its earnings to Entergy Corporation at a percentage determined monthly. Currently, all of System Energy's retained earnings are available for distribution.

    Sources of Capital

    System Energy's sources to meet its capital requirements include:

    System Energy had three-year letters of credit in place that were scheduled to expire in March 2003 securing certain of its obligations related to the sale-leaseback of a portion of Grand Gulf. System Energy replaced the letters of credit before their expiration with new three-year letters of credit totaling approximately $198 million that were backed by cash collateral. In December 2003, System Energy replaced the cash-backed letters of credit with syndicated bank letters of credit. In December 2004, System Energy amended these letters of credit and they now expire in May 2009.

    System Energy may refinance or redeem debt prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

    334

    All debt and common stock issuances by System Energy require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in its bond indentures and other agreements. System Energy has sufficient capacity under these tests to meet its foreseeable capital needs.

    Borrowings and securities issuances by

    System Energy are limitedhas obtained a short-term borrowing authorization from the FERC under which it may borrow, through March 31, 2008, up to amounts authorized by the SEC. Theaggregate amount, at any one time outstanding, of $200 million. In January 2008, System Energy filed an application with the FERC to extend the authorization period for its current short-term borrowing limitation, including borrowings under thelimits and money pool is $140 million. Under its SEC Orders and without further SEC authorization, System Energy cannot incur additional short-term indebtedness unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of System Energy, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.borrowing arrangement until March 2010. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of System Energy's short-term borrowing limits. System Energy has also obtained an order from the FERC authorizing long-term securities issuances. The long-term authority extends through June 2009.

    System Energy's receivables from the money pool were as follows as of December 31 for each of the following years:

    2007

     

    2006

     

    2005

     

    2004

    (In Thousands)

     

     

     

     

     

     

     

    $53,620

     

    $88,231

     

    $277,287

     

    $61,592

    See Note 4 to the financial statements for a description of the money pool.

    Significant Factors and Known Trends

    Market RisksEnergy Policy Act of 2005

    See "Energy Policy Act of 2005" in the "

    Interest RateSignificant Factors and Equity Price Risk - Decommissioning Trust Funds

    System Energy's nuclear decommissioning trust funds expose it to fluctuations in equity pricesKnown Trends" section of Entergy Corporation and interest rates. The NRC requires System Energy to maintain trusts to fund the costs of decommissioning Grand Gulf. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities;Subsidiaries Management's Discussion and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operationsAnalysis for the Grand Gulf trust funds becausefurther discussion, including a discussion of the applicationimplications of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8,repeal of PUHCA 1935 and 12 toongoing FERC regulation under the domestic utility companies and System Energy financial statements.Federal Power Act.

    Nuclear Matters

    System Energy owns and operates through an affiliate, Grand Gulf. System Energy is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, regulatory requirement changes, including changes resulting from events at other plants, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of Grand Gulf, System Energy may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    LitigationEnvironmental Risks

    The states in which System Energy's customers operate have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. System Energy uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

    Environmental Risks

    System Energy's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that System Energy is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

    335

    Critical Accounting Estimates

    The preparation of System Energy's financial statements in conformity with generally accepted accounting principles requires management to apply appropriate accounting policies and to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following accounting policies and estimates as critical because they are based on assumptions and measurements that involve a high degree of uncertainty, and there is the potential for future changes in the assumptions and measurements that could produce estimates that would have a material impact on the presentation of System Energy's financial position or results of operations.

    Nuclear Decommissioning Costs

    Regulations require that Grand Gulf be decommissioned after

    See "Nuclear Decommissioning Costs" in the facility is taken out"Critical Accounting Estimates" section of service,Entergy Corporation and funds are collectedSubsidiaries Management's Discussion and deposited in trust funds during the facility's operating life in order to provideAnalysis for this obligation. System Energy conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. See Note 8 to the domestic utility companies and System Energy financial statements for details regarding System Energy's most recent study and the obligations recorded by System Energy related to decommissioning. The following key assumptions have a significant effect on these estimates:

    System Energy collects the costs of decommissioning Grand Gulf through rates charged to its customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs.

    The obligation recorded by System Energy for decommissioning costs is reported in the line item entitled "Decommissioning." Prior to the implementation of SFAS 143, the amount recorded for this obligation was comprised of collections from customers and earnings on the trust funds.

    SFAS 143

    System Energy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs are System Energy's only asset retirement obligations, and the measurement and recording of System Energy's decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

    The net effect of implementing this standard for System Energy was recorded as a regulatory asset, with no resulting impact on System Energy's net income. System Energy recorded this regulatory asset because its existing rate mechanism is based on a cost standard that allows System Energy to recover all ultimate costs of decommissioning from its customers. Upon implementation, assets and liabilities increased by $138 million in 2003 as a result of recording the asset retirement obligation at its fair value of $292 million as determined under SFAS 143, reversing the previously recorded decommissioning liability of $154 million, increasing utility plant by $82 million, increasing accumulated depreciation by $36 million, and recording the related regulatory asset of $92 million.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 1011 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. See the "Critical Accounting Estimates" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for further discussion. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.75% in 2002 to 6.25% in 2003 and to 6% in 2004. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2004 accumulated postretirement benefit obligation to a 10% increase in health care costs in 2005 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2011 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2002 and 2003 to 8.5% in 2004. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2002, 2003, and 2004.

    Cost Sensitivity

    The following chart reflects the sensitivity of qualified pension cost to changes in certain actuarial assumptions (dollars in thousands):


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2004
    Pension Cost

     

    Impact on Projected
    Benefit Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit
    Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $433

     

    $4,249

     

    (0.25%)

     

    $501

     

    $4,431

    Rate of return on plan assets

     

    (0.25%)

     

    $130

     

    -            

     

    (0.25%)

     

    $251

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $204

     

    $1,421

     

    0.25%

     

    $225

     

    $1,306

    The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (dollars in thousands):



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2004
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     


    Change in
    Assumption

     


    Impact on 2007
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

    Increase/(Decrease)

     

    Increase/(Decrease)

     

     

     

     

     

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $154

     

    $756

     

    0.25%

     

    $186

     

    $926

    Discount rate

     

    (0.25%)

     

    $111

     

    $866

     

    (0.25%)

     

    $140

     

    $1,074

    Each fluctuation above assumes that the other components of the calculation are held constant.

    Accounting Mechanisms

    In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.336

    Additionally, Entergy accounts for the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

    Costs and Funding

    Total qualified pension cost for System Energy in 20042007 was $4.6$3.2 million. System Energy anticipates 20052008 qualified pension cost to increasedecrease to $4.8 million due to decrease in the discount rate (from 6.25% to 6.00%) and the expected rate of return (from 8.75% to 8.5%) used to calculate benefit obligations.$2.1 million. System Energy contributed $3.7$5.7 million to its qualified pension plans in 2007, with no required contribution in 2008. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan in 2004,year and anticipates making $9.2 million inbeyond, may affect the level of System Energy's pension contributions in 2005. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, offset by the Pension Funding Equity Act relief passed in April 2004.future.

    System Energy's accumulated benefit obligation at December 31, 2004, 2003, and 2002 exceeded plan assets. As a result, System Energy was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2004 System Energy increased its additional minimum liability to $7.7 million from $7.4 million at December 31, 2003. System Energy decreased its intangible asset to $0.2 million at December 31, 2004 from $0.4 million at December 31, 2003. System Energy increased its regulatory asset to $15.2 million at December 31, 2004, from $7.0 million at December 31, 2003. Net income for 2004, 2003, and 2002 was not impacted.

    Total postretirement health care and life insurance benefit costs for System Energy in 20042007 were $1.5$1.2 million, including $0.8$1 million in savings due to the estimated effect of future Medicare Part D subsidies. System Energy expects 20052008 postretirement health care and life insurance benefit costs to approximate $1.7 million, including $1$0.9 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase inSystem Energy anticipates contributions for postretirement health care and life insurance benefitbenefits costs is due to the decreasebe $1.7 million in the discount rate (from 6.25% to 6.00%)2008.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and an increase in the health care cost trend rate used to calculate benefit obligations.Subsidiaries Management's Discussion and Analysis for discussion of new accounting pronouncements.

    337

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholder
    System Energy Resources, Inc.:

    We have audited the accompanying balance sheets of System Energy Resources, Inc. (the "Company") as of December 31, 20042007 and 2003,2006, and the related statements of income, of retained earnings, and of cash flows (pages 277339 through 282344 and applicable items in pages 28459 through 348)172) for each of the three years in the period ended December 31, 2004.2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditingthe standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such financial statements present fairly, in all material respects, the financial position of System Energy Resources, Inc. as of December 31, 20042007 and 2003,2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20042007, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 System Energy Resources, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control - - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    338

    SYSTEM ENERGY RESOURCES, INC.SYSTEM ENERGY RESOURCES, INC.SYSTEM ENERGY RESOURCES, INC.
    INCOME STATEMENTSINCOME STATEMENTSINCOME STATEMENTS
    For the Years Ended December 31, For the Years Ended December 31,
     2004 2003 2002 2007 2006 2005
     (In Thousands) (In Thousands)
              
    OPERATING REVENUES            
    Domestic electric $545,381  $583,820  $602,486 
    Electric $553,193  $555,459  $533,929 
                
    OPERATING EXPENSES            
    Operation and Maintenance:            
    Fuel, fuel-related expenses, and            
    gas purchased for resale 38,337  43,132  36,456  42,798  44,062  37,660 
    Nuclear refueling outage expenses 12,655  12,695  10,723  16,699  16,642  12,571 
    Other operation and maintenance 96,809  105,333  98,264  118,304  108,022  106,377 
    Decommissioning 23,434  21,799  16,055  25,713  23,919  24,437 
    Taxes other than income taxes 24,364  25,521  25,992  26,242  23,963  25,239 
    Depreciation and amortization 127,081  109,528  112,093  122,765  118,623  119,572 
    Other regulatory charges (credits) - net (10,433) 27,400  53,769 
    Other regulatory credits - net (8,854) (10,366) (15,337)
    TOTAL 312,247  345,408  353,352  343,667  324,865  310,519 
                
    OPERATING INCOME 233,134  238,412  249,134  209,526  230,594  223,410 
                
    OTHER INCOME            
    Allowance for equity funds used during construction 1,544  1,140  2,449  3,178  2,285  1,625 
    Interest and dividend income 6,870  7,556  2,857  24,515  21,511  16,279 
    Miscellaneous - net 841  (1,194) 826  382  (392) (417)
    TOTAL 9,255  7,502  6,132  28,075  23,404  17,487 
                
    INTEREST AND OTHER CHARGES      
    Interest on long-term debt 58,561  62,802  73,891  56,966  59,829  60,404 
    Other interest - net 367  1,818  2,748  151  102  20 
    Allowance for borrowed funds used during construction (500) (554) (902) (1,044) (720) (514)
    TOTAL 58,428  64,066  75,737  56,073  59,211  59,910 
                
    INCOME BEFORE INCOME TAXES 183,961  181,848  179,529  181,528  194,787  180,987 
                
    Income taxes 78,013  75,845  76,177  45,447  54,529  69,343 
                
    NET INCOME $105,948  $106,003  $103,352  $136,081  $140,258  $111,644 
                
    See Notes to Respective Financial Statements.      
    See Notes to Financial Statements.      

    339

     

     

     

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    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF CASH FLOWS
           
      For the Years Ended December 31,
      2004 2003 2002
      (In Thousands)
           
    OPERATING ACTIVITIES      
    Net income $105,948  $106,003  $103,352 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
          
      Other regulatory charges (credits) - net (10,433) 27,400  53,769 
      Depreciation, amortization, and decommissioning 150,515  131,327  128,148 
      Deferred income taxes and investment tax credits (178,535) (35,207) (38,246)
      Changes in working capital:      
        Receivables (41,067) (8,025) 5,719 
        Accounts payable (5,324) (1,232) 14,767 
        Taxes accrued 328,617  (123,317) (43,112)
        Interest accrued 13,375  (12,904) (4,568)
        Other working capital accounts 2,763  1,463  (6,108)
      Provision for estimated losses and reserves (1,404) 2,914  163 
      Changes in other regulatory assets 31,453  26,307  52,448 
      Other (62,980) (13,912) (40,693)
    Net cash flow provided by operating activities 332,928  100,817  225,639 
           
    INVESTING ACTIVITIES      
    Construction expenditures (32,303) (18,195) (40,306)
    Allowance for equity funds used during construction 1,544  1,140  2,449 
    Nuclear fuel purchases (45,497) -  (43,140)
    Proceeds from sale/leaseback of nuclear fuel 45,677  -  43,140 
    Decommissioning trust contributions and realized      
     change in trust assets (20,956) (21,528) (13,370)
    Changes in other temporary investments - net 6,482  (6,482) 22,354 
    Net cash flow used in investing activities (45,053) (45,065) (28,873)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of long-term debt  -  -  69,505 
    Retirement of long-term debt (13,973) (11,375) (100,891)
    Other financing activities (5,483) -  - 
    Dividends paid:      
      Common stock (104,600) (105,000) (101,800)
    Net cash flow used in financing activities (124,056) (116,375) (133,186)
           
    Net increase (decrease) in cash and cash equivalents 163,819  (60,623) 63,580 
           
    Cash and cash equivalents at beginning of period 52,536  113,159  49,579 
           
    Cash and cash equivalents at end of period $216,355  $52,536  $113,159 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
    Cash paid/(received) during the period for:      
      Interest - net of amount capitalized $40,000  $73,636  $77,190 
      Income taxes ($70,595) $230,919  $156,957 
           
    See Notes to Respective Financial Statements.      
           

    340

     

    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    ASSETS
           
        December 31,
      2004 2003
     (In Thousands)
           
    CURRENT ASSETS      
    Cash and cash equivalents:      
      Cash   $399 $2,918
      Temporary cash investments - at cost,      
       which approximates market   215,956 49,618
         Total cash and cash equivalents   216,355 52,536
    Other temporary investments   - 6,482
    Accounts receivable:      
      Associated companies   111,588 72,477
      Other   3,733 1,777
         Total accounts receivable   115,321 74,254
    Materials and supplies - at average cost   53,427 63,047
    Deferred nuclear refueling outage costs   9,510 2,979
    Prepayments and other   1,007 1,031
    TOTAL   395,620 200,329
           
    OTHER PROPERTY AND INVESTMENTS    
    Decommissioning trust funds   205,083 172,916
           
    UTILITY PLANT    
    Electric   3,232,314 3,205,895
    Property under capital lease   469,993 466,521
    Construction work in progress   28,743 31,344
    Nuclear fuel under capital lease   65,572 47,242
    TOTAL UTILITY PLANT   3,796,622 3,751,002
    Less - accumulated depreciation and amortization   1,780,450 1,672,658
    UTILITY PLANT - NET   2,016,172 2,078,344
           
    DEFERRED DEBITS AND OTHER ASSETS    
    Regulatory assets:      
      SFAS 109 regulatory asset - net   96,047 115,633
      Other regulatory assets   296,305 301,233
    Other   19,578 12,269
    TOTAL   411,930 429,135
           
    TOTAL ASSETS   $3,028,805 $2,880,724
           
    See Notes to Respective Financial Statements.      
     
     
     
    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDER'S EQUITY
           
        December 31,
      2004 2003
     (In Thousands)
     
    CURRENT LIABILITIES    
    Currently maturing long-term debt   $25,266 $6,348
    Accounts payable:      
      Associated companies   3,880 -
      Other   21,051 30,255
    Taxes accrued   46,468 55,585
    Accumulated deferred income taxes   3,477 942
    Interest accrued   42,998 29,623
    Obligations under capital leases   27,716 31,266
    Other   1,621 1,971
    TOTAL   172,477 155,990
           
    NON-CURRENT LIABILITIES    
    Accumulated deferred income taxes and taxes accrued   421,466 290,964
    Accumulated deferred investment tax credits   75,612 79,088
    Obligations under capital leases   37,855 15,976
    Other regulatory liabilities   210,863 213,093
    Decommissioning   335,893 312,459
    Accumulated provisions   2,378 3,782
    Long-term debt   849,593 882,401
    Other   28,084 33,735
    TOTAL   1,961,744 1,831,498
           

    Commitments and Contingencies

          
         
    SHAREHOLDER'S EQUITY    
    Common stock, no par value, authorized 1,000,000 shares;      
     issued and outstanding 789,350 shares in 2004 and 2003   789,350 789,350
    Retained earnings   105,234 103,886
    TOTAL   894,584 893,236
           
    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY   $3,028,805 $2,880,724
           
    See Notes to Respective Financial Statements.      
           

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF RETAINED EARNINGS
     
      For the Years Ended December 31,
      2004 2003 2002
      (In Thousands)
           
    Retained Earnings, January 1 $103,886 $102,883 $101,331
           
      Add:      
        Net income 105,948 106,003 103,352
           
      Deduct:      
        Dividends declared 104,600 105,000 101,800
           
    Retained Earnings, December 31 $105,234 $103,886 $102,883
           
           
    See Notes to Respective Financial Statements.      

    SYSTEM ENERGY RESOURCES, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
      2004 2003 2002 2001 2000
      (Dollars In Thousands)
               
    Operating revenues $545,381 $583,820 $602,486 $535,027 $620,032
    Net Income $105,948 $106,003 $103,352 $116,355 $82,372
    Total assets $3,028,805 $2,880,724 $2,915,898 $2,964,041 $3,369,048
    Long-term obligations (1) $887,448 $898,377 $942,701 $865,439 $1,122,178
    Electric energy sales (GWh) 9,212 9,812 9,053 8,921 7,567
               
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
               
               

     

    ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY RESOURCES

    NOTES TO RESPECTIVE FINANCIAL STATEMENTS

    NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The accompanying separate financial statements of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (the "domestic utility companies") and System Energy are included in this document and result from these companies having registered securities with the SEC. These companies maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications, with no effect on net income or shareholders' equity.

    Use of Estimates in the Preparation of Financial Statements

    The preparation of the domestic utility companies' and System Energy's financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used.

    Revenues and Fuel Costs

    Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, and Mississippi, respectively. Entergy Gulf States generates, transmits, and distributes electric power primarily to retail customers in Texas and Louisiana. Entergy Gulf States also distributes gas to retail customers in and around Baton Rouge, Louisiana. Entergy New Orleans sells both electric power and gas to retail customers in the City of New Orleans, except for Algiers, where Entergy Louisiana is the electric power supplier.

    Entergy recognizes revenue from electric power and gas sales when it delivers power or gas to its customers. To the extent that deliveries have occurred but a bill has not been issued, the domestic utility companies accrue an estimate of the revenues for energy delivered since the latest billings. Entergy calculates the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and prices in effect in the domestic utility companies' various jurisdictions. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. Therefore, changes in price and volume differences resulting from factors such as weather affect the calculation of unbilled revenues from one period to the next, and may result in variability in reported revenues from one period to the next as prior estimates are so recorded and reversed.

    The domestic utility companies' rate schedules include either fuel adjustment clauses or fixed fuel factors, which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Because the fuel adjustment clause mechanism allows monthly adjustments to recover fuel costs, Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States include a component of fuel cost recovery in their unbilled revenue calculations. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. Entergy Mississippi's fuel factor includes an energy cost rider that is adjusted quarterly. As discussed in Note 2 to the domestic utility companies and System Energy financial statements, the MPSC approved Entergy Mississippi's deferral of the refund of fuel over-recoveries for the third quarter of 2004 that would have been refunded in the first quarter of 2005. The deferred amount plus carrying charges will be refunded in the second and third quarters of 2005. In the case of Entergy Arkansas and the Texas portion of Entergy Gulf States, their fuel under-recoveries are treated as regulatory investments in the cash flow statements because those companies are allowed by their regulatory jurisdictions to recover the fuel cost regulatory asset over longer than a twelve-month period, and the companies earn a carrying charge on the under-recovered balances.

    System Energy's operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf.

    Property, Plant, and Equipment

    Property, plant, and equipment is stated at original cost. The original cost of plant retired or removed, less salvage, is charged to accumulated depreciation. Normal maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the domestic utility companies' and System Energy's plant is subject to mortgage liens.

    Electric plant includes the portions of Grand Gulf and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

    Net property, plant, and equipment by company and functional category, as of December 31, 2004 and 2003, is shown below:


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Millions)

    Production

                

          Nuclear

     

    $951

     

    $1,627

     

    $1,543

     

    $-

     

    $-

     

    $1,866

          Other

     

    269

     

    529

     

    197

     

    221

     

    12

     

    -

    Transmission

     

    646

     

    708

     

    385

     

    406

     

    29

     

    8

    Distribution

     

    1,283

     

    1,339

     

    1,000

     

    713

     

    337

     

    -

    Other

     

    216

     

    247

     

    269

     

    175

     

    70

     

    16

    Construction work in progress

     

    226

     

    332

     

    189

     

    90

     

    33

     

    29

    Nuclear fuel (leased and owned)

     

    106

     

    71

     

    32

     

    -

     

    -

     

    66

    Asset retirement obligation

     

    24

     

    -

     

    42

     

    -

     

    -

     

    31

    Property, plant, and equipment - net

     

    $3,721

     

    $4,853

     

    $3,657

     

    $1,605

     

    $481

     

    $2,016


    2003

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Millions)

    Production

                

          Nuclear

     

    $940

     

    $1,638

     

    $1,593

     

    $-

     

    $-

     

    $1,941

          Other

     

    326

     

    583

     

    205

     

    228

     

    17

     

    -

    Transmission

     

    636

     

    647

     

    369

     

    380

     

    26

     

    9

    Distribution

     

    1,184

     

    1,197

     

    923

     

    632

     

    294

     

    -

    Other

     

    214

     

    238

     

    266

     

    166

     

    75

     

    17

    Construction work in progress

     

    239

     

    326

     

    172

     

    109

     

    45

     

    31

    Nuclear fuel (leased and owned)

     

    110

     

    64

     

    65

     

    -

     

    -

     

    47

    Asset retirement obligation

     

    45

     

    32

     

    45

     

    -

     

    -

     

    33

    Property, plant, and equipment - net

     

    $3,694

     

    $4,725

     

    $3,638

     

    $1,515

     

    $457

     

    $2,078

    Depreciation is computed on the straight-line basis at rates based on the estimated service lives of the various classes of property. Depreciation rates on average depreciable property are shown below:

      

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

                 

    2004

     

    3.2%

     

    2.1%

     

    2.9%

     

    2.5%

     

    2.8%

     

    2.9%

    2003

     

    3.2%

     

    2.2%

     

    3.0%

     

    2.5%

     

    3.1%

     

    2.8%

    2002

     

    3.2%

     

    2.4%

     

    3.0%

     

    2.5%

     

    3.1%

     

    2.8%

    Non-utility property - at cost (less accumulated depreciation) for Entergy Gulf States is reported net of accumulated depreciation of $125.1 million and $122.7 million as of December 31, 2004 and 2003, respectively.

    Jointly-Owned Generating Stations

    Certain Entergy subsidiaries jointly own electric generating facilities with third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2004, the subsidiaries' investment and accumulated depreciation in each of these generating stations were as follows:



    Generating Stations

     



    Fuel-Type

     

    Total
    Megawatt
    Capability (1)

     



    Ownership

     



    Investment

     


    Accumulated
    Depreciation

             

    (In Millions)

    Entergy Arkansas -

               

     Independence

    Unit 1

     

    Coal

     

    815

     

    31.50%

     

    $117

     

    $73

     

    Common Facilities

     

    Coal

       

    15.75%

     

    $31

     

    $18

     White Bluff

    Units 1 and 2

     

    Coal

     

    1,635

     

    57.00%

     

    $428

     

    $264

    Entergy Gulf States -

               

     Roy S. Nelson

    Unit 6

     

    Coal

     

    550

     

    60.90%

     

    $403

     

    $241

     Big Cajun 2

    Unit 3

     

    Coal

     

    575

     

    42.00%

     

    $233

     

    $128

    Entergy Mississippi -

               

     Independence

    Units 1 and 2 and Common Facilities

     

    Coal

     

    1,630

     

    25.00%

     

    $232

     

    $116

    System Energy -

               

     Grand Gulf

    Unit 1

     

    Nuclear

     

    1,270

     

    90.00%(2)

     

    $3,702

     

    $1,780

    (1)

    "Total Megawatt Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.

    (2)

    Includes an 11.5% leasehold interest held by System Energy. System Energy's Grand Gulf lease obligations are discussed in Note 9 to the domestic utility companies and System Energy financial statements.

    Nuclear Refueling Outage Costs

    The domestic utility companies and System Energy record nuclear refueling outage costs in accordance with regulatory treatment and the matching principle. These refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Except for the River Bend plant, the costs are deferred during the outage and amortized over the period to the next outage. In accordance with the regulatory treatment of the River Bend plant, the costs are accrued in advance and included in the cost of service used to establish retail rates. Entergy Gulf States relieves the accrued liability when it incurs costs during the next River Bend outage.

    Allowance for Funds Used During Construction (AFUDC)

    AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction. Although AFUDC increases both the plant balance and earnings, it is realized in cash through depreciation provisions included in rates.

    Income Taxes

    Entergy Corporation and the majority of its subsidiaries file a U.S. consolidated federal income tax return. Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. SEC regulations require that no Entergy subsidiary pay more taxes than it would have paid if a separate income tax return had been filed. In accordance with SFAS 109, "Accounting for Income Taxes," deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for certain credits available for carryforward.

    Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the law or rate was enacted.

    Investment tax credits are deferred and amortized based upon the average useful life of the related property, in accordance with ratemaking treatment.

    Application of SFAS 71

    The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation." This statement applies to the financial statements of a rate-regulated enterprise that meet three criteria. The enterprise must have rates that (i) are approved by a body empowered to set rates that bind customers (its regulator); (ii) are cost-based; and (iii) can be charged to and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Such capitalized costs are reflected as regulatory assets in the accompanying financial statements. A significant majority of Entergy's regulatory assets, net of related regulatory and deferred tax liabilities, earn a return on investment during their recovery periods. SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets at each balance sheet date. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.

    SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71," specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of the application of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment. Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that an impairment may exist that could require further write-offs of plant assets.

    EITF 97-4: "Deregulation of the Pricing of Electricity - Issues Related to the Application of FASB Statements No. 71 and 101" specifies that SFAS 71 should be discontinued at a date no later than when the effects of a transition to competition plan for all or a portion of the entity subject to such plan are reasonably determinable. Additionally, EITF 97-4 promulgates that regulatory assets to be recovered through cash flows derived from another portion of the entity that continues to apply SFAS 71 should not be written off; rather, they should be considered regulatory assets of the segment that will continue to apply SFAS 71.

    See Note 2 to the domestic utility companies and System Energy financial statements for discussion of transition to competition activity in the retail regulatory jurisdictions served by the domestic utility companies. Only Texas currently has an enacted retail open access law, but Entergy believes that significant issues remain to be addressed by regulators, and the enacted law does not provide sufficient detail to reasonably determine the impact on Entergy Gulf States' regulated operations.

    Cash and Cash Equivalents

    Entergy considers all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at date of purchase to be cash equivalents. Investments with original maturities of more than three months are classified as other temporary investments on the balance sheet.

    Investments

    Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. Because of the ability of the domestic utility companies and System Energy to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), Entergy Louisiana, and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. See Note 12 to the domestic utility companies and System Energy financial statements for details on the de commissioning trust funds.

    Derivatives and Hedging

    SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," requires that all derivatives be recognized in the balance sheet, either as assets or liabilities, at fair value, unless they meet the normal purchase, normal sales criteria. The changes in the fair value of recognized derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.

    Contracts for commodities that will be delivered in quantities expected to be used or sold in the ordinary course of business, including certain purchases and sales of power and fuel, are not classified as derivatives. These contracts are exempted under the normal purchase, normal sales criteria of SFAS 133. Revenues and expenses from these contracts are reported on a gross basis in the appropriate revenue and expense categories as the commodities are received or delivered.

    For other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of all hedges are recognized in current-period earnings.

    Fair Values

    The estimated fair values of the domestic utility companies' and System Energy's financial instruments and derivatives are determined using bid prices and market quotes. Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that the domestic utility companies and System Energy could realize in a current market exchange. Gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not accrue to the benefit or detriment of stockholders.

    The domestic utility companies and System Energy consider the carrying amounts of most of their financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. Additional information regarding financial instruments and their fair values is included in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    Impairment of Long-Lived Assets

    The domestic utility companies and System Energy periodically review their long-lived assets whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets.

    River Bend AFUDC

    The River Bend AFUDC gross-up is a regulatory asset that represents the incremental difference imputed by the LPSC between the AFUDC actually recorded by Gulf States Utilities on a net-of-tax basis during the construction of River Bend and what the AFUDC would have been on a pre-tax basis. The imputed amount was only calculated on that portion of River Bend that the LPSC allowed in rate base and is being amortized over the estimated remaining economic life of River Bend.

    Transition to Competition Liabilities

    In conjunction with electric utility industry restructuring activity in Texas, regulatory mechanisms were established to mitigate potential stranded costs. Texas restructuring legislation allowed depreciation on transmission and distribution assets to be directed toward generation assets. The liability recorded as a result of this mechanism is classified as "transition to competition" deferred credits on the balance sheet for Entergy Gulf States.

    Reacquired Debt

    The premiums and costs associated with reacquired debt of the domestic utility companies and System Energy (except that portion allocable to the deregulated operations of Entergy Gulf States) are being amortized over the life of the related new issuances, in accordance with ratemaking treatment.

    Entergy Gulf States' Deregulated Operations

    Entergy Gulf States does not apply regulatory accounting principles to its wholesale jurisdiction, Louisiana retail deregulated portion of River Bend, and the 30% interest in River Bend formerly owned by Cajun. The Louisiana retail deregulated portion of River Bend is operated under a deregulated asset plan representing a portion (approximately 16%) of River Bend plant costs, generation, revenues, and expenses established under a 1992 LPSC order. The plan allows Entergy Gulf States to sell the electricity from the deregulated assets to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing such incremental revenue above 4.6 cents per kWh between ratepayers and shareholders.

    The results of these deregulated operations before interest charges for the years ended December 31, 2004, 2003, and 2002 are as follows:

     

    2004

     

    2003

     

    2002

     

    (In Thousands)

          

    Operating revenues

    $280,279

     

    $273,150

     

    $209,752

    Operating expenses

         

              Fuel, operation, and maintenance

    197,275

     

    177,385

     

    158,927

              Depreciation and accretion

    30,653

     

    47,566

     

    40,092

    Total operating expense

    227,928

     

    224,951

     

    199,019

    Operating income

    52,351

     

    48,199

     

    10,733

    Income tax expense

    20,414

     

    17,722

     

    4,503

    Net income from deregulated utility operations

    $31,937

     

    $30,477

     

    $6,230

    The net investment associated with these deregulated operations as of December 31, 2004 and 2003 was approximately $830 and $838 million, respectively.

    New Accounting Pronouncements

    During 2004, Entergy adopted the provisions of FSP 106-2, "Accounting and Disclosure Requirements Related to Medicare Prescription Drug, Improvement and Modernization Act of 2003," which is discussed further in Note 10 to the domestic utility companies and System Energy financial statements.

    SFAS 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4" and SFAS 153, "Exchanges of Nonmonetary Assets", were also issued during the fourth quarter of 2004 and are effective for Entergy in 2006 and 2005, respectively. Entergy does not expect the impact of the adoption of these standards to be material.

    During 2003, Entergy adopted the provisions of the following accounting standards: SFAS 143, "Accounting for Asset Retirement Obligations," which is discussed further in Note 8 to the domestic utility companies and System Energy financial statements; FIN 46, Consolidation of Variable Interest Entities," which is discussed further in Note 5 to the domestic utility companies and System Energy financial statements; and SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150, which became effective July 1, 2003, requires mandatorily redeemable financial instruments to be classified and treated as liabilities in the presentation of financial position and results of operations. The only effect of implementing SFAS 150 for Entergy is the inclusion of long-term debt and preferred stock with sinking fund under the liabilities caption in Entergy's balance sheet. Entergy's results of operations and cash flows were not affected by this standard.

    During 2003, Entergy also adopted the provisions of the following accounting standards: SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" and related interpretations by the Derivatives Implementation Group, and FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others". The adoption of these standards did not have a material effect on Entergy's financial statements.

    NOTE 2. RATE AND REGULATORY MATTERS

    Electric Industry Restructuring and the Continued Application of SFAS 71

    Although Arkansas and Texas enacted retail open access laws, the retail open access law in Arkansas has now been repealed. Retail open access in Entergy Gulf States' service territory in Texas has been delayed. Entergy believes that significant issues remain to be addressed by Texas regulators, and the enacted law does not provide sufficient detail to allow Entergy Gulf States to reasonably determine the impact on Entergy Gulf States' regulated operations. Entergy therefore continues to apply regulatory accounting principles to the retail operations of all of the domestic utility companies. Following is a summary of the status of retail open access in the domestic utility companies' retail service territories.

    Arkansas

    (Entergy Arkansas)

    In April 1999, the Arkansas legislature enacted Act 1556, the Arkansas Electric Consumer Choice Act, providing for competition in the electric utility industry through retail open access. In December 2001, the APSC recommended to the Arkansas General Assembly that legislation be enacted during the 2003 legislative session to either repeal Act 1556 or further delay retail open access until at least 2010. In February 2003, the Arkansas legislature voted to repeal Act 1556 and the repeal was signed into law by the governor.

    Texas

    (Entergy Gulf States)

    As ordered by the PUCT, in January 2003, Entergy Gulf States filed its proposal for an interim solution (retail open access without a FERC-approved RTO), which among other elements, included:

    After considering the proposal, in an April 2003 order the PUCT set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities included initiating a proceeding to certify an independent organization to administer market protocols and ensure nondiscriminatory access to transmission and distribution systems.

    In July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts to develop an interim solution for retail open access in Entergy Gulf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties have appealed the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding.

    In February 2005, bills were filed in the Texas legislature that would clarify that Entergy Gulf States is no longer operating under a rate freeze and specify that retail open access will not commence in Entergy Gulf States' territory until the PUCT certifies a power region.

    Louisiana

    (Entergy Gulf States and Entergy Louisiana)

    In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study funded by certain industrial customers that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were filed with the LPSC on January 14, 2005. The LPSC has not established a procedural framework for c onsideration of the comments. At this time, it is not certain what further action, if any, the LPSC might take in response to the information it received.

    Mississippi

    (Entergy Mississippi)

    In May 2000, after two years of studies and hearings, the MPSC announced that it was suspending its docket studying the opening of the state's retail electricity markets to competition. The MPSC based its decision on its finding that competition could raise the electric rates paid by residential and small commercial customers. The final decision regarding the introduction of retail competition ultimately lies with the Mississippi Legislature. Management cannot predict when, or if, Mississippi will deregulate its retail electricity market.

    New Orleans

    (Entergy New Orleans)

    Entergy New Orleans filed an electric transition to competition plan in September 1997. No procedural schedule has been established for consideration of that plan by the City Council.

    Regulatory Assets

    Other Regulatory Assets

    The domestic utility companies and System Energy are subject to the provisions of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. In addition to the regulatory assets that are specifically disclosed on the face of the balance sheets, the tables below provide detail of "Other regulatory assets" included on the balance sheets of the domestic utility companies and System Energy as of December 31, 2004 and 2003 (in millions).


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

    Asset Retirement Obligation - recovery dependent upon timing of decommissioning (Note 8)

     



    $141.2

     



    $- 

     



    $141.6

     



    $- 

     



    $- 

     



    $97.3

    Deferred distribution expenses -recovered through May 2008

     


    - - 

     


    - - 

     


    - - 

     


    - - 

     


    4.9

     


    - - 

    Deferred fossil plant maintenance expenses -recovered through December 2007 (Note 2)

     



    - - 

     



    - - 

     



    - - 

     



    - - 

     



    3.6

     



    - - 

    Deferred fuel - non-current - recovered through rate riders when rates are redetermined annually

     



    13.7

     



    - - 

     



    - - 

     



    8.1

     



    - - 

     



    - - 

    Depreciation re-direct - recovery begins at start of retail open access
    (Note 1)

     



    - - 

     



    79.1

     



    - - 

     



    - - 

     



    - - 

     



    - - 

    DOE Decom. and Decontamination Fees - recovered through fuel rates until December 2006 (Note 8)

     



    13.1

     



    2.3

     



    5.0

     



    - - 

     



    - - 

     



    4.9

    Incremental ice storm costs - recovered until 2032

     


    14.2

     


    - - 

     


    - - 

     


    - - 

     


    - - 

     


    - - 

    Low-level radwaste - recovery timing dependent upon pending lawsuit

     


    16.2

     


    3.1

     


    - - 

     


    - - 

     


    - - 

     


    - - 

    Pension costs (Note 10)

     

    70.8

     

     

    34.1

     

    20.2

     

    15.2

     

    7.4

    Postretirement benefits - recovered through 2013 (Note 10)

     


    19.1

     


    - - 

     


    - - 

     


    - - 

     


    - - 

     


    - - 

    Provision for storm damages - recovered through cost of service

     


    29.0

     


    57.1

     


    41.7

     


    - - 

     


    - - 

     


    - - 

    Removal costs - recovered through depreciation rates (Note 8)

     


    34.9

     


    0.9

     


    - - 

     


    32.7

     


    1.3

     


    17.1

    Resource planning - recovery timing will be determined by the LPSC in a base rate proceeding (Note 2)

     



    - - 

     



    - - 

     



    25.4

     



    - - 

     



    - - 

     



    - - 

    River Bend AFUDC - recovered through August 2025 (Note 1)

     


    - - 

     


    37.5

     


    - - 

     


    - - 

     


    - - 

     


    - - 

    Sale-leaseback deferral - recovered through June 2014 (Note 9)

     


    - - 

     


    - - 

     


     


    - - 

     


    - - 

     


    127.3

    Spindletop gas storage facility - recovered through 2032

     


    - - 

     


    42.3

     


    - - 

     


    - - 

     


    - - 

     


    - - 

    Unamortized loss on reaquired debt - recovered over term of debt

     


    37.0

     


    43.4

     


    27.4

     


    15.6

     


    4.6

     


    41.8

    Other - various

     

    11.0

     

    19.3

     

    27.3

     

    6.1

     

    10.8

     

    0.5

    Total

     

    $400.2

     

    $285.0

     

    $302.5

     

    $82.7

     

    $40.4

     

    $296.3


    2003

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

    Asset Retirement Obligation (Note 8)

     

    $203.7

     

    $36.2

     

    $132.3

     

    $-

     

    $-

     

    $92.7

    Deferred fuel - non-current

     

    17.1

     

    -

     

    -

     

    11.1

     

    -

     

    -

    Depreciation re-direct (Note 1)

     

    -

     

    79.1

     

    -

     

    -

     

    -

     

    -

    DOE Decom. and Decontamination Fees (Note 8)

     


    17.1

     


    3.0

     


    6.5

     


    - -

     


    - -

     


    6.4

    Incremental ice storm costs

     

    14.7

     

    -

     

    -

     

    -

     

    -

     

    -

    Low-level radwaste

     

    16.2

     

    3.1

     

    -

     

    -

     

    -

     

    -

    Pension costs (Note 10)

     

    41.7

     

    -

     

    -

     

    6.4

     

    10.4

     

    7.1

    Postretirement benefits (Note 10)

     

    21.5

     

    -

     

    -

     

    -

     

    -

     

    -

    Provision for storm damages

     

    25.3

     

    57.4

     

    40.9

     

    3.5

     

    -

     

    -

    Removal costs (Note 8)

     

    26.6

     

    4.2

     

    -

     

    24.4

     

    2.1

     

    15.1

    Resource planning (Note 2)

     

    -

     

    -

     

    5.8

     

    -

     

    -

     

    -

    River Bend AFUDC (Note 1)

     

    -

     

    39.4

     

    -

     

    -

     

    -

     

    -

    Sale-leaseback deferral (Note 9)

     

    -

     

    -

     

    -

     

    -

     

    -

     

    131.7

    Spindletop gas storage facility

     

    -

     

    38.0

     

    -

     

    -

     

    -

     

    -

    Unamortized loss on reaquired debt

     

    38.3

     

    46.6

     

    24.0

     

    11.8

     

    1.7

     

    41.9

    1994 FERC Settlement (Note 2)

     

    -

     

    -

     

    -

     

    -

     

    -

     

    4.0

    Other

     

    15.3

     

    13.4

     

    8.2

     

    1.1

     

    13.0

     

    2.3

    Total

     

    $437.5

     

    $320.4

     

    $217.7

     

    $58.3

     

    $27.2

     

    $301.2

    Deferred fuel costs

    The domestic utility companies are allowed to recover certain fuel and purchased power costs through fuel mechanisms included in electric rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is recorded as "Deferred fuel costs" on the domestic utility companies' financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2004 and 2003 that Entergy expects to recover or (refund) through the fuel mechanisms of the domestic utility companies, subject to subsequent regulatory review.

     

    2004

     

    2003

     

    (In Millions)

        

    Entergy Arkansas

    $7.4 

     

    $10.6 

    Entergy Gulf States

    $90.1 

     

    $118.4 

    Entergy Louisiana

    $8.7 

     

    $30.6 

    Entergy Mississippi

    ($22.8)

     

    $89.1 

    Entergy New Orleans

    $2.6 

     

    ($2.7)

    Entergy Arkansas

    Entergy Arkansas' rate schedules include an energy cost recovery rider to recover fuel and purchased energy costs in monthly bills. The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an annual energy cost rate. The energy cost rate includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.

    In March 2004, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2004 through March 2005. The filed energy cost rate, which accounts for 12 percent of a typical residential customer's bill using 1,000 kWh per month, increased 16 percent due primarily to the elimination of a credit contained in the prior year's rate to refund previously over-recovered fuel costs. Also included in the current year's energy cost calculation is a decrease in rates of $3.9 million as a result of the operation of a revised energy allocation method between the retail and wholesale sectors resulting from the APSC's approval of a life-of-resources power purchase agreement with Entergy New Orleans.

    Entergy Gulf States (Texas)

    In the Texas jurisdiction, Entergy Gulf States' rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under the current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until the start of retail open access, which has been delayed. The amounts collected under Entergy Gulf States' fixed fuel factor and any interim surcharge implemented until the date retail open access commences are subject to fuel reconciliation proceedings before the PUCT. In the Texas jurisdiction, Entergy Gulf States' deferred electric fuel costs are $78.6 million as of December 31, 2004, which includes the following:

    Amount

    (In Millions)

    Under-recovered fuel costs for the period 9/03 - - 7/04 to be recovered through an interim fuel surcharge over a six-month period beginning in January 2005



    $27.8      

    Items to be addressed as part of unbundling

    $29.0      

    Imputed capacity charges

    $ 9.3      

    Other

    $12.5      

    The PUCT has ordered that the imputed capacity charges be excluded from fuel rates and therefore recovered through base rates. Entergy Gulf States filed a retail electric rate case and fuel proceeding with the PUCT in August 2004. As discussed below, the PUCT dismissed the rate case and fuel reconciliation proceeding in October 2004 indicating that Entergy Gulf States is still subject to a rate freeze based on the current PUCT-approved settlement agreement stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory, unless the rate freeze is lifted by the PUCT prior thereto. Without a Texas base rate proceeding, it is possible that Entergy Gulf States will not be allowed to recover imputed capacity charges in Texas retail rates in the future. Entergy Gulf States believes the PUCT has misinterpreted the settlement and has appealed the PUCT order to the Travis County District Court and also intends to pursue other ava ilable remedies as discussed in"Electric Industry Restructuring and the Continued Application of SFAS 71." The dismissal of the rate case does not preclude Entergy Gulf States from seeking the reconciliation of fuel and purchased power costs of $288 million incurred from September 2003 through March 2004 when, at the appropriate time, similar costs are reconciled in the future.

    In January 2001, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. In August 2002, the PUCT reduced Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at that time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regulate d share of River Bend. The case was argued before the Travis County Texas District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals. Oral argument before the appellate court occurred in September 2004 and the matter is still pending.

    In September 2003, Entergy Gulf States filed an application with the PUCT to implement an $87.3 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2002 through August 2003. Hearings were held in October 2003 and the PUCT issued an order in December 2003 allowing for the recovery of $87 million. The surcharge was collected over a twelve-month period that began in January 2004.

    In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003. Entergy Gulf States is reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. This amount includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to reconcile and roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. This case involves imputed capacity and River Bend payment issues similar to those decided adversely in the January 2001 proceeding, discussed above, which is now on appeal. On January 31, 2005, the ALJs issued a Proposal for Decision that recommends disallowing $10.7 million (excluding interest) related to these two issues. A final PUCT decision is expected in the first quarter of 2005.

    In September 2004, Entergy Gulf States filed an application with the PUCT to implement a $27.8 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2003 through July 2004. Entergy Gulf States proposed to collect the surcharge over a six-month period beginning January 2005. In December 2004, the PUCT approved the surcharge consistent with Entergy Gulf States' request. Amounts collected though the interim fuel surcharge, which will be implemented over the six-month period commencing January 2005, are subject to final reconciliation in a future fuel reconciliation proceeding.

    Entergy Gulf States (Louisiana) and Entergy Louisiana

    In Louisiana, Entergy Gulf States and Entergy Louisiana recover electric fuel and purchased power costs for the upcoming month based upon the level of such costs from the prior month. In Louisiana, Entergy Gulf States' purchased gas adjustments include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations of actual fuel costs incurred with fuel cost revenues billed to customers.

    In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner, a claim that also has been raised in the summer 2001, 2002, and 2003 purchased power proceedings. The LPSC staff has quantified the possible disallowance as between $7.6 and $14 million. Entergy Louisiana notified the LPSC that it will contest the recommendation. The procedural schedule in the case has been suspended.A status conference for the purpose of establishing a new procedural schedule will be set when the current hearings in the Power Purchase Agreement proceedings at the FERC are conc luded. The FERC hearings in that matter concluded in November 2004.If the LPSC approves the proposed settlement (discussed below under"Retail Rate Proceedings"), the issue of a proposed imprudence disallowance relating to the uprate will be resolved and will no longer be at issue in this proceeding.

    In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 31, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established, and the LPSC staff has not yet issued its audit report.

    Entergy Mississippi

    Entergy Mississippi's rate schedules include an energy cost recovery rider which is adjusted quarterly to reflect accumulated over- or under-recoveries from the second prior quarter. In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges was collected through the energy cost recovery rider over a twelve-month period that began in January 2004.

    In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 of $21.3 million will be deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges will be refunded through the energy cost recovery rider in the second and third quarters of 2005 at a rate of 45% and 55%, respectively.

    Entergy New Orleans

    Entergy New Orleans' electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and purchased power costs adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges. Entergy New Orleans' gas rate schedules include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges.

    In June and November 2004, the City Council passed resolutions implementing a package of measures developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2004 - 2005 winter heating season. These measures include: maintaining Entergy New Orleans' financial hedging plan for its purchase of wholesale gas, and deferral of collection of up to $6.2 million of gas costs associated with a cap on the purchased gas adjustment in November and December 2004 and in the event that the average residential customer's gas bill were to exceed a threshold level. The deferrals resulting from these caps will receive accelerated recovery over a seven-month period beginning in April 2005.

    In November 2004, the City Council directed Entergy New Orleans to confer with the Council Advisors regarding possible modification of the current gas cost collection mechanism in order to address concerns regarding its fluctuations particularly during the winter heating season.

    Retail Rate Proceedings

    Filings with the APSC (Entergy Arkansas)

    Retail Rates

    No significant retail rate proceedings are pending in Arkansas at this time.

    Filings with the PUCT and Texas Cities (Entergy Gulf States)

    Retail Rates

    Entergy Gulf States is operating in Texas under the terms of a December 2001 settlement agreement approved by the PUCT. The settlement provided for a base rate freeze that has remained in effect during the delay in the implementation of retail open access in Entergy Gulf States' Texas service territory. In view of the PUCT order in July 2004 to further delay retail open access in the Texas service territory, Entergy Gulf States filed a retail electric rate case and fuel reconciliation proceeding with the PUCT in August 2004 seeking the following:

    In addition, Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case sought to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case and fuel reconciliation proceeding indicating that Entergy Gulf States is still subject to a rate freeze based on a PUCT-approved agreement in 2001 stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory, unless the rate freeze is lifted by the PUCT prior thereto. Entergy Gulf States believes the PUCT has misinterpreted the settlement and has appealed the PUCT order to the Travis County District Court and intends to pursue other available remedies.

    In February 2005, bills were filed in the Texas legislature that would clarify that Entergy Gulf States is no longer operating under a rate freeze and specify that retail open access will not commence in Entergy Gulf States' territory until the PUCT certifies a power region.

    Recovery of River Bend Costs

    In March 1998, the PUCT disallowed recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to the Travis County District Court in Texas. In April 2002, the Travis County District Court issued an order affirming the PUCT's order on remand disallowing recovery of the abeyed plant costs. Entergy Gulf States appealed this ruling to the Third District Court of Appeals. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, Entergy Gulf States accrued for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million at the time of the Court of Appeals decision. Accrual of the $107.7 million loss was recorded in the second quarter of 2003 as miscellaneous other income (deductions) and reduced net income by $65.6 million after-tax. In September 2004, the Texas Supreme Court denied Entergy Gulf States' petition for review, and Entergy Gulf States filed a motion for rehearing. In February 2005, the Texas Supreme Court denied the motion for rehearing, and the proceeding is now final.

    Filings with the LPSC

    Proposed Settlement (Entergy Gulf States and Entergy Louisiana)

    In September 2004, the LPSC consolidated various dockets that were the subject of settlement discussions between the LPSC staff and Entergy Gulf States and Entergy Louisiana. The LPSC directed its staff to continue the settlement discussions and submit any proposed settlement to the LPSC for its consideration. In January 2005, Entergy Gulf States and Entergy Louisiana filed testimony with the LPSC in support of a proposed settlement that currently includes an offer to refund $76 million to Entergy Gulf States' Louisiana customers, with no immediate change in current base rates and to refund $14 million to Entergy Louisiana's customers. If the LPSC approves the proposed settlement, Entergy Gulf States will be regulated under a three-year formula rate plan that, among other provisions, establishes a ROE mid-point of 10.65% and permits Entergy Gulf States to recover incremental capacity costs without filing a traditional base rate proceeding. The settle ment resolves all issues in, and will result in the dismissal of, Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, and a docket concerning retail issues arising under the Entergy System Agreement. The settlement does not include the System Agreement case pending at FERC. The LPSC has solicited comments on the proposed settlement from the parties to the various proceedings at issue in the proposed settlement. The proposed settlement is scheduled to be presented to the LPSC for consideration on March 23, 2005.

    Annual Earnings Reviews (Entergy Gulf States)

    In May 2002, Entergy Gulf States filed its ninth and last required post-merger analysis with the LPSC. The filing included an earnings review filing for the 2001 test year that resulted in a rate decrease of $11.5 million, which was implemented effective June 2002. In its latest testimony, in December 2003, the LPSC staff recommended a rate refund of $30.6 million and a prospective rate reduction of approximately $50 million. Hearings concluded in May 2004. Should the LPSC approve the proposed settlement discussed above, the ninth post-merger analysis would be resolved.

    In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff pursuant to which Entergy Gulf States agreed to make a base rate refund of $16.3 million, including interest, and to implement a $22.1 million prospective base rate reduction effective January 2003. The settlement discharged any potential liability for claims that relate to Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth post-merger earnings reviews, with the exception of certain issues related to the calculation of the River Bend Deregulated Asset Plan percentage. Entergy Gulf States made the refund in February 2003. Should the LPSC approve the proposed settlement discussed above, the outstanding issue in these proceedings would be resolved.

    Retail Rates

    (Entergy Gulf States)

    In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. Entergy Gulf States also is seeking approval of certain proposed rate design, rate schedule, and policy changes. Discovery is underway, and a decision is expected during the third quarter of 2005.

    (Entergy Louisiana)

    In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributable to the acquisition of a generating station and certain power purchase agreements that, based on current natural gas prices, would produce fuel and purchased power savings for customers that substantially mitigate the impact of the requested base rate increase. The filing also requested an allowed ROE midpoint of 11.4%. Entergy Louisiana's previously authorized ROE mid-point currently in effect is 10.5%. Hearings concluded in December 2004. Based on the evidence submitted at the hearing, the LPSC staff is recommending approximately a $7 million base rate increase. The LPSC staff proposed the implementation of a formula rate plan that includes a provision for the recovery of incremental capacity costs, including those related to the proposed Per ryville acquisition, without filing a traditional base rate proceeding. A decision by the LPSC is expected in mid- to late-March 2005 on these issues.

    Filings with the MPSC (Entergy Mississippi)

    Formula Rate Plan Filings

    Entergy Mississippi is operating under a December 2002 order issued by the MPSC. The order endorsed a new power management rider schedule designed to more efficiently collect capacity portions of purchased power costs. Also, the order provides for improvements in the return on equity formula and more robust performance measures forEntergy Mississippi's formula rate plan. Under the provisions of Entergy Mississippi's formula rate plan, a bandwidth is placed around the benchmark ROE, and if Entergy Mississippi earns outside of the bandwidth (as well as outside of a range-of-no-change at each edge of the bandwidth), then Entergy Mississippi's rates will be adjusted, though on a prospective basis only. Under Mississippi law and Entergy Mississippi's formula rate plan, however, if Entergy Mississippi's earned ROE is above the top of the range-of-no-change at the top of the formula rate plan bandwidth, then Entergy Mississippi's " Allowed ROE" for the next twelve-month period is the point halfway between such earned ROE and the top of the bandwidth; and Entergy Mississippi's retail rates are set at that halfway-point ROE level. In the situation where Entergy Mississippi's earned ROE is not above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi's "Allowed ROE" for the next twelve-month period is the top of the range-of-no-change at the top of the bandwidth.

    Entergy Mississippi made its annual formula rate plan filing with the MPSC in March 2004 based on a 2003 test year. In April 2004, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on a performance adjusted ROE mid-point of 10.77%, establishing an allowed regulatory earnings range of 9.3% to 12.2%.

    Grand Gulf Accelerated Recovery Tariff (GGART)

    In September 1998, FERC approved the GGART for Entergy Mississippi's allocable portion of Grand Gulf, which was filed with FERC in August 1998. The GGART provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligation over the period October 1, 1998 through June 30, 2004. In May 2003, the MPSC authorized the cessation of the GGART effective July 1, 2003. Entergy Mississippi filed notice of the change with FERC, and the FERC approved the filing on July 30, 2003. Entergy Mississippi accelerated a total of $168.4 million of Grand Gulf purchased power obligation costs under the GGART over the period October 1, 1998 through June 30, 2003.

    Filings with the City Council (Entergy New Orleans)

    Formula Rate Plans

    In May 2003, the City Council approved a resolution allowing for a total increase of $30.2 million in electric and gas base rates effective June 1, 2003.  In April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the City Council in 2003. The filings sought an increase in Entergy New Orleans' electric revenues of $1.2 million and an increase in Entergy New Orleans' gas revenues of $32,000. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003. The resolution ordered Entergy New Orleans to defer $3.9 million relating to voluntary severance plan costs allocated to its electric operations and $1.0 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its books regulatory assets in those amounts to be amortized over five years effective January 2004. Entergy New Orleans also was ordered to defer $6.0 million of fossil plant maintenance expense incurred in 2003 and to record on its books a regulatory asset in that amount to be amortized over a five-year period effective January 2003.

    Entergy New Orleans will file its formula rate plan for the year ended December 31, 2004 by May 31, 2005 and also intends to file for an extension of the formula rate plan by September 1, 2005. If the formula rate plan is not extended by the City Council, the rate adjustments in effect based on the December 31, 2004 test year shall continue.

    In May 2003, the City Council approved implementation of a generation performance-based rate calculation in the electric fuel adjustment clause under which Entergy New Orleans receives 10% of calculated fuel and purchased power cost savings in excess of $20 million, based on a defined benchmark, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan. Entergy New Orleans bears 10% of any "negative" fuel and purchased power cost savings. In October 2004, Entergy New Orleans' annual evaluation report was submitted for the period June 2003 through May 2004. Savings associated with the first year generation performance-based rate calculation was $71 million of which Entergy New Orleans' share was $5.1 million.

    Fuel Adjustment Clause Litigation

    In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. Plaintiffs also se ek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and FERC. In March 2004, the plaintiffs supplemented and amended their petition. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims. The suit in state court has been stayed by stipulation of the parties pending a decision by the City Council in the proceeding discussed in the next paragraph.

    Plaintiffs also filed this complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation tha t Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish. Oral argument on the plaintiffs' appeal was conducted in February 2005.

    Purchased Power for Summer 2001, 2002 and 2003 (Entergy Gulf States and Entergy Louisiana)

    In March 2001, Entergy Louisiana and Entergy Gulf States filed applications with the LPSC for authorization to participate in contracts that would be executed by the Entergy System to meet the summer peak load requirements for the summer of 2001. In May 2001, the LPSC determined that 24% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2001 purchases should be categorized as capacity charges. Subsequently, the LPSC raised certain prudence issues related to the 2001 purchases. The administrative law judge (ALJ) presiding over the case issued a Preliminary Recommendation regarding prudence issues primarily associated with the power uprates at the Waterford 3 and Grand Gulf nuclear units. In the event that such decision becomes final, additional calculations would be required to determine the potential refund obligation for the periods 2001, 2002 and 2003. The ALJ also concluded that Entergy should be permitted the opportunity to recover the expenses of the uprate s through appropriate rate proceedings.

    In March 2002 and 2003, Entergy Louisiana and Entergy Gulf States filed an application with the LPSC for the approval of capacity and energy purchases for the summers of 2002 and 2003, respectively, similar to the applications filed for the summers of 2000 and 2001. The LPSC ordered that 14% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2002 purchases be categorized as capacity charges, and that 11% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2003 power purchases, the price of which was stated on the basis of $/MWh, be categorized as capacity charges. The LPSC did not allow the capacity charges to be set up as a regulatory asset, but authorized Entergy Louisiana and Entergy Gulf States to include these costs in any base rate case for their respective test years. Prudence issues relating to summer 2002 and 2003 purchases were resolved in subsequent settlements approved by the LPSC. In the event that the LPSC adopts the ALJ's recomm endation relating to potential uprates at nuclear facilities in the summer 2001 case, and such decision becomes final following an appeal or the expiration of appeal delays, these settlements reserve the LPSC's right to propose in a future case disallowances relating to the effect that such uprates would have had on the summer 2002 and summer 2003 firm energy contracts, while Entergy Gulf States and Entergy Louisiana reserve their right to oppose any such proposal.

    No refunds were ordered in the summer 2002 settlement, although with respect to the capacity costs to be incurred pursuant to a particular purchased power contract, Entergy Louisiana agreed in the settlement to forgo recovery of approximately $0.8 million in 2002, $1.3 million in 2003, and $1.0 million in 2004, and Entergy Gulf States agreed to forgo recovery of approximately $0.5 million in 2002, $0.9 million in 2003, and $0.7 million in 2004. All other purchases for the summers of 2002 and 2003 were found to be prudent. Issues relating to the reasonableness of the long-term planning process were moved from the summer 2002 case into a separate sub-docket. In the summer 2003 settlement, the LPSC also reserved its right to investigate any alleged imprudence regarding the System's decision to spin off the ISES and Ritchie generating units to an unregulated affiliate, Entergy Power, Inc.

    Should the LPSC approve the proposed settlement discussed above, all issues arising out of the purchased power cases for the summers of 2001, 2002, and 2003 would be resolved.

    FERC Settlement(Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    In November 1994, FERC approved an agreement settling a long-standing dispute involving income tax allocation procedures of System Energy. In accordance with the agreement, System Energy refunded a total of approximately $62 million, plus interest, to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans through June 2004. System Energy also reclassified from utility plant to other deferred debits approximately $81 million of other Grand Gulf costs. Although such costs were excluded from rate base, System Energy amortized and recovered these costs over a 10-year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf costs reduced Entergy's and System Energy's net income by approximately $10 million annually.

    NOTE 3. INCOME TAXES

    Income tax expenses for 2004, 2003, and 2002 consist of the following:

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2004

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Current:

     Federal (a)(b)

    $14,490 

    $42,436 

    $2,439 

    ($23,568)

    ($19,259)

    $222,622 

     State (a)(b)

    8,727 

    7,944 

    1,957 

    (1,221)

    (3,655)

    33,926 

      Total (a)(b)

    23,217 

    50,380 

    4,396 

    (24,789)

    (22,914)

    256,548 

    Deferred -- net

    70,674 

    63,615 

    80,207 

    63,234 

    40,226 

    (175,059)

    Investment tax credit

     adjustments -- net

    (4,827)

    (5,707)

    (5,128)

    (1,405)

    (444)

    (3,476)

     Recorded income tax expense

    $89,064 

    $108,288 

    $79,475 

    $37,040 

    $16,868 

    $78,013 

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2003

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Current:

     Federal (a)

    $40,632 

    ($11,535)

    ($745,724)

    ($2,969)

    ($7,655)

    $95,670 

     State (a)

    16,306 

    (1,503)

    (16,243)

    2,565 

    (1,871)

    15,382 

      Total (a)

    56,938 

    (13,038)

    (761,967)

    (404)

    (9,526)

    111,052 

    Deferred -- net

    53,309 

    36,652 

    864,656 

    36,240 

    15,853 

    (31,731)

    Investment tax credit

     adjustments -- net

    (4,951)

    (12,078)

    (5,281)

    (1,405)

    (452)

    (3,476)

     Recorded income tax expense

    $105,296 

    $11,536 

    $97,408 

    $34,431 

    $5,875 

    $75,845 

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2002

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Current:

     Federal (a)

    $13,206 

    $66,227 

    $43,048 

    $21,817 

    ($7,103)

    $99,429 

     State (a)

    3,243 

    11,345 

    1,867 

    3,969 

    (47)

    14,994 

      Total (a)

    16,449 

    77,572 

    44,915 

    25,786 

    (7,150)

    114,423 

    Deferred -- net

    59,963 

    (4,210)

    45,253 

    (6,529)

    7,196 

    (34,770)

    Investment tax credit

     adjustments -- net

    (5,008)

    (7,365)

    (5,403)

    (1,411)

    (468)

    (3,476)

     Recorded income tax expense

    $71,404 

    $65,997 

    $84,765 

    $17,846 

    ($422)

    $76,177 

    (a)

    Entergy Louisiana's actual cash taxes paid/(refunded) were $(70,650) in 2004, $35,128 in 2003, and $(781,540) in 2002. Entergy Louisiana's mark-to-market tax accounting election significantly reduced taxes paid in 2002. In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia project (the contract is discussed in Note 8 to the domestic utility companies and System Energy financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $790 million through 2004, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. Approximately half of the consolidated cash flow benefit of the election occurred in 2001 and the remainder occurred in 2002. In accordance with Entergy's intercompany tax allocation agreement, the cash flow benefit for Entergy Louisiana occurred in the fourth quarter of 2002.

    (b)In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $1.171 billion deduction for Entergy Arkansas, a $674 million deduction for Entergy Gulf States, a $505 million deduction for Entergy Louisiana, a $145 million deduction for Entergy Mississippi, a $31 million deduction for Entergy New Orleans, and a $430 million deduction for System Energy on Entergy's 2003 income tax return. There was no cash benefit from the method change in 2003. In 2004, Entergy Arkansas realized $173 million, Entergy Gulf States realized $69 million, Entergy Louisiana realized $100 million, Entergy Mississippi realized $36 million, and System Energy realized $144 million in cash tax benefit from the method change. This tax accounting method change is an issue across the utility industry and will likely be challenged by the IRS on audit. Entergy believes that its contingency provision established in its financial statements will sufficiently cover its risk associated with this issue.

    Total income taxes differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2004, 2003, and 2002 are:

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2004

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $80,946 

    $105,194 

    $72,440 

    $38,688 

    $15,729 

    $64,386 

    Increases (reductions) in tax

        resulting from:

    State income taxes net of

        federal income tax effect

    12,204 

    8,289 

    6,411 

    3,845 

    1,158 

    7,665 

    Regulatory differences -

        utility plant items

    13,775 

    6,951 

    10,052 

    (1,482)

    1,373 

    10,528 

    Amortization of investment

        tax credits

    (4,827)

    (5,316)

    (5,128)

    (1,405)

    (444)

    (3,476)

    Flow-through/permanent

        differences

    (9,127)

    (7,080)

    (3,576)

    (2,114)

    (878)

    (993)

    Other -- net

    (3,907)

    250 

    (724)

    (492)

    (70)

    (97)

     Total income taxes

    $89,064 

    $108,288 

    $79,475 

    $37,040 

    $16,868 

    $78,013 

    Effective Income Tax Rate

    38.5%

    36.0%

    38.4%

    33.5%

    37.5%

    42.4%

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2003

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $80,957 

    $18,934 

    $85,247 

    $35,522 

    $4,807 

    $63,647 

    Increases (reductions) in tax

        resulting from:

    State income taxes net of

        federal income tax effect

    12,987 

    473 

    7,764 

    3,000 

    21 

    7,765 

    Regulatory differences -

        utility plant items

    15,994 

    13,260 

    10,568 

    (930)

    2,045 

    11,530 

    Amortization of investment

        tax credits

    (4,951)

    (8,797)

    (5,281)

    (1,404)

    (452)

    (3,476)

    Flow-through/permanent

        differences

    1,090 

    (10,625)

    (2,012)

    (1,112)

    (625)

    (420)

    Benefit of Entergy Corp. expenses

    (1,145)

    (888)

    (3,408)

    Other -- net

    364 

    (821)

    1,122 

    (645)

    79 

    207 

     Total income taxes

    $105,296 

    $11,536 

    $97,408 

    $34,431 

    $5,875

    $75,845

    Effective Income Tax Rate

    45.5%

    21.3%

    40.0%

    33.9%

    42.8%

    41.7%

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2002

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $72,467 

    $84,064 

    $80,317 

    $24,589 

    ($228)

    $62,836 

    Increases (reductions) in tax

        resulting from:

    State income taxes net of

        federal income tax effect

    8,784 

    6,401 

    6,065 

    2,069 

    551 

    7,049 

    Regulatory differences -

        utility plant items

    10,615 

    2,738 

    6,875 

    (3,032)

    1,125 

    11,453 

    Amortization of investment

        tax credits

    (5,008)

    (6,528)

    (5,403)

    (1,411)

    (468)

    (3,476)

    Flow-through/permanent

        differences

    (10,687)

    (15,000)

    (1,878)

    (1,453)

    (538)

    (1,183)

    Benefit of Entergy Corp. expenses

    (3,428)

    (3,830)

    (180)

    (2,331)

    (434)

    (191)

    Other -- net

    (1,339)

    (1,848)

    (1,031)

    (585)

    (430)

    (311)

     Total income taxes

    $71,404 

    $65,997 

    $84,765 

    $17,846 

    ($422)

    $76,177 

    Effective Income Tax Rate

    34.5%

    27.5%

    36.9%

    25.4%

    64.7%

    42.4%

    Significant components of net deferred and long-term accrued tax liabilities as of December 31, 2004 and 2003 are as follows:

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2004

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Deferred and Long-term Accrued Tax Liabilities:

       Net regulatory assets/(liabilities)

    ($128,594)

    ($479,158)

    ($169,675)

    ($22,864)

    $44,867 

    ($223,391)

       Plant-related basis differences - net

    (1,237,303)

    (1,388,391)

    (921,976)

    (389,558)

    (103,733)

    (471,026)

       Power purchase agreements

    (971,676)

       Rate refunds

    (39,163)

    (17,736)

    (49,124)

    (14,375)

       Deferred fuel

    (2,899)

    (36,017)

    (1,286)

    (6,424)

    (3,873)

       Other reserves

    2,686 

    (33,916)

    27,421 

    5,856 

    (323)

    (80,597)

       Other

    (80,980)

    (20,781)

    (68,381)

    (16,516)

    (2,982)

    (11,851)

          Total

    (1,486,253)

    (1,958,263)

    (2,123,309)

    (478,630)

    (80,419)

    (786,865)

    Deferred Tax Assets:

       Accumulated deferred investment

          tax credit

    26,936 

    34,359 

    36,989 

    5,235 

    1,538 

    28,922 

       Sale and leaseback

    82,410 

    -

    144,745 

       NOL carryforward

    300,249 

    164,749 

    164,840 

    34,642 

    18,973 

       Unbilled/Deferred revenues

    17,001 

    10,193 

    -

       Pension-related items

    14,499 

    13,039 

    10,656 

    6,737 

       Reserve for regulatory adjustments

    131,112 

       Rate refund

    32,932 

    170,222 

       Customer deposits

    40,880 

    33,425 

    17,479 

    15,777 

    91 

       Nuclear decommissioning

    12,070 

    2,833 

       Other

    11,801 

    10,721 

    13,021 

    2,386 

    193 

    11,296 

        Total

    391,936 

    438,798 

    330,611 

    68,233 

    31,451 

    361,922 

    Net deferred tax liability

    ($1,094,317)

    ($1,519,465)

    ($1,792,698)

    ($410,397)

    ($48,968)

    ($424,943)

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF CASH FLOWS
           
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
           
    OPERATING ACTIVITIES      
    Net income $136,081  $140,258  $111,644 
    Adjustments to reconcile net income to net cash flow provided by operating activities:      
      Other regulatory credits - net (8,854) (10,366) (15,337)
      Depreciation, amortization, and decommissioning 148,478  142,542  144,009 
      Deferred income taxes, investment tax credits, and non-current taxes accrued (37,827) 40,801  (141,128)
      Changes in working capital:      
        Receivables (8,741) (3,739) 277 
        Accounts payable 9,814  5,500  (2,161)
        Taxes accrued (47,988) (180,180) 181,701 
        Interest accrued 1,268  1,026  2,111 
        Other working capital accounts (23,841) 5,466  (10,159)
      Provision for estimated losses and reserves 47  23  21 
      Changes in other regulatory assets 15,250  9,315  10,566 
      Other 38,214  (22,587) (7,305)
    Net cash flow provided by operating activities 221,901  128,059  274,239 
           
    INVESTING ACTIVITIES      
    Construction expenditures (84,108) (34,142) (37,476)
    Allowance for equity funds used during construction 3,178  2,285  1,625 
    Nuclear fuel purchases (56,264) (370) (48,391)
    Proceeds from sale/leaseback of nuclear fuel 56,580  370  48,662 
    Proceeds from nuclear decommissioning trust fund sales 105,751  88,193  91,137 
    Investment in nuclear decommissioning trust funds (134,176) (114,654) (113,362)
    Change in money pool receivable - net 12,084  189,056  (215,695)
    Net cash flow provided by (used in) investing activities (96,955) 130,738  (273,500)
           
    FINANCING ACTIVITIES      
    Proceeds from the issuance of long-term debt 69,482  - -  - - 
    Retirement of long-term debt (93,335) (22,989) (28,790)
    Dividends paid:      
      Common stock (131,100) (176,500) (112,600)
    Net cash flow used in financing activities (154,953) (199,489) (141,390)
           
    Net increase (decrease) in cash and cash equivalents (30,007) 59,308  (140,651)
           
    Cash and cash equivalents at beginning of period 135,012  75,704  216,355 
            
    Cash and cash equivalents at end of period $105,005  $135,012  $75,704 
           
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
      Cash paid during the period for:      
        Interest - net of amount capitalized $50,437  $53,095  $52,508 
        Income taxes $85,105  $192,829  $29,914 
           
    See Notes to Financial Statements.      
           

     

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2003

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Deferred and Long-term Accrued Tax Liabilities:

       Net regulatory assets/(liabilities)

    ($157,147)

    ($478,254)

    ($195,074)

    ($34,738)

    $38,834 

    ($246,519)

       Plant-related basis differences, net

    (798,641)

    (1,095,206)

    (806,955)

    (284,550)

    (74,041)

    (332,197)

       Power purchase agreements

    (945,495)

       Deferred fuel

    (4,154)

    (45,762)

    (40,091)

    (1,109)

       Long term taxes accrued

    (26,611)

    (55,155)

    (52,646)

    (17,491)

    (57,239)

       Other

    (85,528)

    (26,012)

    (67,272)

    (21,806)

    (1,728)

    (11,497)

        Total

    (1,072,081)

    (1,700,389)

    (2,014,796)

    (433,831)

    (55,535)

    (647,452)

    Deferred Tax Assets:

       Accumulated deferred investment

          tax credit

    28,836 

    36,192 

    38,962 

    5,773

    1,709 

    30,251 

       Sale and leaseback

    83,539 

    139,595 

       NOL carryforward

    104,489 

       Unbilled/Deferred revenues

    -

    11,959 

    7,357

       Pension-related items

    5,453 

    11,474 

    12,562

    9,324 

    7,354 

       Reserve for regulatory adjustments

    138,933 

       Rate refund

    2,351 

    23,184 

    789 

    379 

    3,977 

    170,222 

       Customer deposits

    37,778 

    35,840 

    16,804 

    18,085 

    84 

       Nuclear decommissioning

    13,171 

    2,833 

       Other

    6,399 

    26,147 

    26,096 

    9,722 

    1,415 

    8,124 

        Total

    93,988 

    283,729 

    286,074 

    41,316 

    16,509 

    355,546 

    Net deferred tax liability

    ($978,093)

    ($1,416,660)

    ($1,728,722)

    ($392,515)

    ($39,026)

    ($291,906)

    As of December 31, 2004, federal net operating loss carryforwards were $766.9 million for Entergy Arkansas, $447.5 million for Entergy Gulf States, $195.7 million for Entergy Louisiana, $40.9 million for Entergy Mississippi, and $54.9 million for Entergy New Orleans. If the federal net operating loss carryforwards are not utilized, they will expire in the year 2023.

    As of December 31, 2004, state net operating loss carryforwards were $1.9 billion for Entergy Louisiana, $278 million for Entergy Gulf States, $11 million for Entergy New Orleans, and $638 million for Entergy Arkansas. If the state net operating loss carryforwards are not utilized, they will expire in the years 2016 through 2018 for Entergy Louisiana, 2018 for Entergy Gulf States, 2018 for Entergy New Orleans, and 2008 for Entergy Arkansas.

    NOTE 4. LINES OF CREDIT AND SHORT-TERM BORROWINGS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The short-term borrowings of Entergy's subsidiaries are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2007. In addition to borrowing from commercial banks, Entergy's subsidiaries are authorized under the SEC order to borrow from Entergy's money pool. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. Under the SEC Order and without further SEC authorization, the domestic utility companies and System Energy cannot incur additional short-term indebtedness unless (a) the issuer and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of the issuer (other than preferred stock of Entergy Gulf States and Entergy New Orleans), as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.

    The following are the SEC authorized limits for short-term borrowings and the outstanding short-term borrowings from the money pool for the domestic utility companies and System Energy as of December 31, 2004:

     

    Authorized

     

    Borrowings

     

    (In Millions)

    Entergy Arkansas

    $235

     

    -           

    Entergy Gulf States

    $340

     

    $59.7

    Entergy Louisiana

    $225

     

    -           

    Entergy Mississippi

    $160

     

    -           

    Entergy New Orleans

    $100

     

    -           

    System Energy

    $140

     

    -           

    Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have 364-day credit facilities available as follows:


    Company


    Expiration Date

    Amount of
    Facility

    Amount Drawn as of
    Dec. 31, 2004

    Entergy Arkansas

    April 2005

    $85 million

    -

    Entergy Louisiana

    April 2005

    $15 million(a)

    -

    Entergy Mississippi

    May 2005

    $25 million

    -

    Entergy New Orleans

    April 2005

    $14 million(a)

    -

    (a) The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million.

    The 364-day credit facilities have variable interest rates and the average commitment fee is 0.13%. The Entergy Arkansas facility requires it to maintain total shareholder's equity of at least 25% of its total assets.

    NOTE 5. LONG - TERM DEBT (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Long-term debt as of December 31, 2004 and 2003 consisted of:

     

    2004

     

    2003

     

    (In Thousands)

    Entergy Arkansas

       

          Mortgage Bonds:

       

                 6.125% Series due July 2005

    $100,000 

     

    $100,000 

                 5.4% Series due May 2018

    150,000 

     

    150,000 

                 5.0% Series due July 2018

    115,000 

     

    115,000 

                 7.0% Series due October 2023

    175,000 

     

    175,000 

                 6.7% Series due April 2032

    100,000 

     

    100,000 

                 6.0% Series due November 2032

    100,000 

     

    100,000 

                 5.9% Series due June 2033

    100,000 

     

    100,000 

                 6.38% Series due November 2034

    60,000 

     

                 Total mortgage bonds

    900,000 

     

    840,000 

        

          Governmental Bonds (a):

       

                 6.3% Series due 2016, Pope County (h)

    19,500 

     

    19,500 

                 5.6% Series due 2017, Jefferson County

    45,500 

     

    45,500 

                 6.3% Series due 2018, Jefferson County (h)

    9,200 

     

    9,200 

                 6.3% Series due 2020, Pope County

    120,000 

     

    120,000 

                 6.25% Series due 2021, Independence County (h)

    45,000 

     

    45,000 

                 5.05% Series due 2028, Pope County (b)

    47,000 

     

    47,000 

                 Total governmental bonds

    286,200 

     

    286,200 

        

    Other Long-Term Debt

       

           Long-term DOE Obligation (c)

    156,332 

     

    154,409 

           8.5% Junior Subordinated Deferrable Interest Debentures

     

    61,856 

           Unamortized Premium and Discount - - Net

    (4,390)

     

    (4,708)

           Other

    621 

     

    621 

        

    Total Long-Term Debt

    1,338,763 

     

    1,338,378 

    Less Amount Due Within One Year

    147,000 

     

    Long-Term Debt Excluding Amount Due Within One Year

    $1,191,763 

     

    $1,338,378 

        

    Fair Value of Long-Term Debt (d)

    $1,224,942 

     

    $1,235,278 

        

     

    2004

     

    2003

     

    (In Thousands)

    Entergy Gulf States

       

         Mortgage Bonds:

       

                8.25% Series due April 2004

    $- 

     

    $292,000 

                6.77% Series due August 2005

    98,000 

     

    98,000 

                Libor + 0.9% Series due June 2007

     

    275,000 

                5.2% Series due December 2007

     

    200,000 

                3.6% Series due June 2008

    325,000 

     

    325,000 

                Libor + 0.4% Series due December 2009

    225,000 

     

                4.875% Series due November 2011

    200,000 

     

                6.0% Series due December 2012

    140,000 

     

    140,000 

                5.6% Series due December 2014

    50,000 

     

                5.25% Series due August 2015

    200,000 

     

    200,000 

                6.2% Series due July 2033

    240,000 

     

    240,000 

                Total mortgage bonds

    1,478,000 

     

    1,770,000 

        

          Governmental Bonds (a):

       

                5.45% Series due 2010, Calcasieu Parish

    22,095 

     

    22,095 

                6.75% Series due 2012, Calcasieu Parish

    48,285 

     

    48,285 

                6.7% Series due 2013, Pointe Coupee Parish

    17,450 

     

    17,450 

                5.7% Series due 2014, Iberville Parish

    21,600 

     

    21,600 

                7.7% Series due 2014, West Feliciana Parish

    94,000 

     

    94,000 

                5.8% Series due 2015, West Feliciana Parish

    28,400 

     

    28,400 

                7.0% Series due 2015, West Feliciana Parish

    39,000 

     

    39,000 

                7.5% Series due 2015, West Feliciana Parish

    41,600 

     

    41,600 

                9.0% Series due 2015, West Feliciana Parish

    45,000 

     

    45,000 

                5.8% Series due 2016, West Feliciana Parish

    20,000 

     

    20,000 

                5.65% Series due 2028, West Feliciana Parish (e)

     

    62,000 

                6.6% Series due 2028, West Feliciana Parish

    40,000 

     

    40,000 

                Total governmental bonds

    417,430 

     

    479,430 

        

     Other Long-Term Debt

       

            8.75% Junior Subordinated Deferrable Interest Debentures

    87,629 

     

    87,629 

            Unamortized Premium and Discount - - Net

    (2,397)

     

    (2,596)

            Other

    8,816 

     

    9,150 

        

    Total Long-Term Debt

    1,989,478 

    ��

    2,343,613 

    Less Amount Due Within One Year

    98,000 

     

    354,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $1,891,478 

     

    $1,989,613 

        

    Fair Value of Long-Term Debt (d)

    $1,999,249 

     

    $2,438,997 

        

     

    2004

     

    2003

     

    (In Thousands)

    Entergy Louisiana

       

          Mortgage Bonds:

       

                  6.5% Series due March 2008

    $- 

     

    $115,000 

                  5.09% Series due November 2014

    115,000 

     

                  5.5% Series due April 2019

    100,000 

     

                  7.6% Series due April 2032

    150,000 

     

    150,000 

                  6.4% Series due October 2034

    70,000 

     

                  Total mortgage bonds

    435,000 

     

    265,000 

        

          Governmental Bonds (a):

       

                  7.5% Series due 2021, St. Charles Parish (h)

    50,000 

     

    50,000 

                  7.0% Series due 2022, St. Charles Parish (h)

    24,000 

     

    24,000 

                  7.05% Series due 2022, St. Charles Parish (h)

    20,000 

     

    20,000 

                  5.95% Series due 2023, St. Charles Parish (h)

    25,000 

     

    25,000 

                  6.2% Series due 2023, St. Charles Parish (h)

    33,000 

     

    33,000 

                  6.875% Series due 2024, St. Charles Parish (h)

    20,400 

     

    20,400 

                  6.375% Series due 2025, St. Charles Parish

    16,770 

     

    16,770 

                  5.35% Series due 2029, St. Charles Parish (i)

     

                  Auction Rate due 2030, St. Charles Parish (h)

    60,000 

     

    60,000 

                  4.9% Series due 2030, St. Charles Parish (f) (g)

    55,000 

     

    55,000 

                  Total governmental bonds

    304,170 

     

    304,170 

        

    Other Long-Term Debt:

       

          Waterford 3 Lease Obligation 7.45% (Note 9)

    247,725 

     

    262,534 

          9.0% Junior Subordinated Deferrable Interest Debentures

     

    72,165 

          Unamortized Premium and Discount - Net

    (1,200)

     

    (1,373)

        

    Total Long-Term Debt

    985,695 

     

    902,496 

    Less Amount Due Within One Year

    55,000 

     

    14,809 

    Long-Term Debt Excluding Amount Due Within One Year

    $930,695 

     

    $887,687 

     

     

     

     

    Fair Value of Long-Term Debt (d)

    $762,782 

     

    $668,700 

     

    2004

     

    2003

     

    (In Thousands)

    Entergy Mississippi

       

        Mortgage Bonds:

       

                6.2% Series due May 2004

    $- 

     

    $75,000 

                6.45% Series due April 2008

     

    80,000 

                4.35% Series due April 2008

    100,000 

     

    100,000 

                4.65% Series due May 2011

    80,000 

     

                5.15% Series due February 2013

    100,000 

     

    100,000 

                4.95% Series due June 2018

    95,000 

     

    95,000 

                7.7% Series due July 2023

     

    60,000 

                6.0% Series due November 2032

    75,000 

     

    75,000 

                7.25% Series due December 2032

    100,000 

     

    100,000 

                6.25% Series due April 2034

    100,000 

     

                Total mortgage bonds

    650,000 

     

    685,000 

        

         Governmental Bonds (a):

       

                7.0% Series due 2022, Warren County

     

    8,095 

                7.0% Series due 2022, Washington County

     

    7,935 

                4.60% Series due 2022, Mississippi Business Finance Corp.

    16,030 

     

                Auction Rate due 2022, Independence County (h)

    30,000 

     

    30,000 

                Total governmental bonds

    46,030 

     

    46,030 

        

    Other Long-Term Debt:

       

          Unamortized Premium and Discount - Net

    (957)

     

    (1,074)

        

    Total Long-Term Debt

    695,073 

     

    729,956 

    Less Amount Due Within One Year

     

    75,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $695,073 

     

    $654,956 

        

    Fair Value of Long-Term Debt (d)

    $716,201 

     

    $771,402 

     

    2004

     

    2003

     

    (In Thousands)

    Entergy New Orleans

       

          Mortgage Bonds:

       

                 8.125% Series due July 2005

    $30,000 

     

    $30,000 

                 3.875% Series due August 2008

    30,000 

     

    30,000 

                 5.25% Series due August 2013

    70,000 

     

    70,000 

                 6.75% Series due October 2017

    25,000 

     

    25,000 

                 8.0% Series due March 2023

     

    45,000 

                 7.55% Series due September 2023

     

    30,000 

                 5.6% Series due September 2024

    35,000 

     

                 5.65% Series due September 2029

    40,000 

     

                 Total mortgage bonds

    230,000 

     

    230,000 

        

    Other Long-Term Debt:

       

          Unamortized Premium and Discount - Net

    (98)

     

    (783)

        

    Total Long-Term Debt

    229,902 

     

    229,217 

    Less Amount Due Within One Year

    30,000 

     

    Long-Term Debt Excluding Amount Due Within One Year

    $199,902 

     

    $229,217 

       

     

    Fair Value of Long-Term Debt (d)

    $231,957 

     

    $239,816 

     

    2004

     

    2003

     

    (In Thousands)

    System Energy

       

           Mortgage Bonds:

       

                 4.875% Series due October 2007

    $70,000 

     

    $70,000 

                 Total mortgage bonds

    70,000 

     

    70,000 

        

           Governmental Bonds (a):

       

                 5.875% Series due 2022, Mississippi Business Finance Corp.

    216,000 

     

    216,000 

                 5.9% Series due 2022, Mississippi Business Finance Corp.

    102,975 

     

    102,975 

                 7.3% Series due 2025, Claiborne County

     

    7,625 

                 6.2% Series due 2026, Claiborne County

    90,000 

     

    90,000 

                 Total governmental bonds

    408,975 

     

    416,600 

        
    Other Long-Term Debt:   
              Grand Gulf Lease Obligation 5.01% (Note 9)

    397,119 

     

    403,468 

              Unamortized Premium and Discount - Net

    (1,235)

     

    (1,319)

        

    Total Long-Term Debt

    874,859 

     

    888,749 

    Less Amount Due Within One Year

    25,266 

     

    6,348 

    Long-Term Debt Excluding Amount Due Within One Year

    $849,593 

     

    $882,401 

     

     

     

     

    Fair Value of Long-Term Debt (d)

    $470,187 

     

    $489,436 

    (a)

    Consists of pollution control revenue bonds and environmental revenue bonds.

    (b)

    The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on September 1, 2005 and can then be remarketed.

    (c)

    Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.

    (d)

    The fair value excludes lease obligations and long-term DOE obligations, and includes debt due within one year. It is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.

    (e)

    The bonds had a mandatory tender date of September 1, 2004. Entergy Gulf States purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    (f)

    On June 1, 2002, Entergy Louisiana remarketed $55 million St. Charles Parish Pollution Control Revenue Refunding Bonds due 2030, resetting the interest rate to 4.9% through May 2005.

    (g)

    The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on June 1, 2005 and can then be remarketed.

    (h)

    The bonds are secured by a series of collateral first mortgage bonds.

    (i)

    The bonds in the principal amount of $110.95 million had a mandatory tender date of October 1, 2003. Entergy Louisiana purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    The annual long-term debt maturities (excluding lease obligations) for debt outstanding as of December 31, 2004, for the next five years are as follows:

      

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Thousands)

                 

    2005

     

    $147,000

     

    $98,000

     

    $55,000

     

    -

     

    $30,000

     

    -

    2006

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

    2007

     

    -

     

    -

     

    -

     

    -

     

    -

     

    $70,000

    2008

     

    $621

     

    $325,000

     

    -

     

    $100,000

     

    $30,000

     

    -

    2009

     

    -

     

    $225,000

     

    -

     

    -

     

    -

     

    -

    The long-term securities issuances of Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and System Energy are limited to amounts authorized by the SEC. Under their SEC orders and without further SEC authorization, Entergy Gulf States, Entergy Louisiana, and Entergy Mississippi cannot incur additional indebtedness or issue other securities unless (a) the issuer and Entergy Corporation maintain a common equity ratio of at least 30% and (b) the security to be issued (if rated) and all its outstanding securities of the issuer (other than preferred stock of Entergy Gulf States), as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.

    Junior Subordinated Deferrable Interest Debentures and Implementation of FIN 46 (Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana)

    Entergy implemented FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" effective December 31, 2003. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among their investors. Variable interest entities (VIEs), generally, are entities that do not have sufficient equity to permit the entity to finance its operations without additional financial support from its equity interest holders and/or the group of equity interest holders are collectively not able to exercise control over the entity. The primary beneficiary is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both as a result of holding the variable interest. A company may have an interest in a VIE through ownership or other contractual rights or obligations.

    Entergy Louisiana Capital I, Entergy Arkansas Capital I, and Entergy Gulf States Capital I (Trusts) were established as financing subsidiaries of Entergy Louisiana, Entergy Arkansas, and Entergy Gulf States, respectively, (the parent company or companies, collectively) for the purposes of issuing common and preferred securities. The Trusts issued Cumulative Quarterly Income Preferred Securities (Preferred Securities) to the public and issued common securities to their parent companies. Proceeds from such issues were used to purchase junior subordinated deferrable interest debentures (Debentures) from the parent company. The Debentures held by each Trust are its only assets. Each Trust uses interest payments received on the Debentures owned by it to make cash distributions on the Preferred Securities and common securities. The parent companies fully and unconditionally guaranteed payment of distributions on the Preferred Securities issued by the respective Trusts. Prior to the app lication of FIN 46, each parent company consolidated its interest in its Trust. Because each parent company's share of expected losses of its Trust is limited to its investment in its Trust, the parent companies are not considered the primary beneficiaries and therefore de-consolidated their interest in the Trusts upon application of FIN 46 with no significant impacts to the financial statements. The parent companies' investment in the Trusts and the Debentures issued by each parent company are included in Other Property and Investments and Long-Term Debt, respectively.

    Tax Exempt Bond Audit (Entergy Louisiana)

    In November 2000, the Internal Revenue Service (IRS) began an audit of certain Tax Exempt Bonds issued by St. Charles Parish, State of Louisiana (the Issuer). The Bonds were issued to finance previously unfinanced acquisition costs expended by Entergy Louisiana to acquire certain radioactive solid waste disposal facilities (the Facilities) at the Waterford Steam Electric Generating Station. In January 2002, the IRS issued a preliminary adverse determination that the Bonds were not tax exempt. The stated basis for this determination was that radioactive waste did not constitute "solid waste" within the provisions of the Internal Revenue Code and therefore the Facilities did not qualify as solid waste disposal facilities. In a "technical advice memorandum," issued in October 2004 to the parish, the IRS National Office concurred with the preliminary adverse determination. The Issuer and Entergy Louisiana intend to continue to vigorously contest this matter.

    NOTE 6. PREFERRED STOCK (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    The number of shares authorized and outstanding and dollar value of preferred stock for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as of December 31, 2004 and 2003 are presented below. Only the two Entergy Gulf States series "with sinking fund" contain mandatory redemption requirements. All other series of the U.S. Utilities are redeemable at Entergy's option at the call prices presented. Dividends paid on all of Entergy's preferred stock series are eligible for the dividends received deduction.The dividends received deduction is limited by Internal Revenue Code section 244 for the following preferred stock series: Entergy Arkansas 4.72%, Entergy Gulf States 4.40%, Entergy Louisiana 4.96%, Entergy Mississippi 4.56%, and Entergy New Orleans 4.75%.

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2004

     

    2003

     

    2004

     

    2003

     

    2004

    Entergy Arkansas Preferred Stock

             

        Without sinking fund:

             

            Cumulative, $100 par value:

             

                 4.32% Series

    70,000

     

    70,000

     

    $7,000

     

    $7,000

     

    $103.65

                 4.72% Series

    93,500

     

    93,500

     

    9,350

     

    9,350

     

    $107.00

                 4.56% Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $102.83

                 4.56% 1965 Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $102.50

                 6.08% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $102.83

                 7.32% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.17

                 7.80% Series

    150,000

     

    150,000

     

    15,000

     

    15,000

     

    $103.25

                 7.40% Series

    200,000

     

    200,000

     

    20,000

     

    20,000

     

    $102.80

                 7.88% Series

    150,000

     

    150,000

     

    15,000

     

    15,000

     

    $103.00

            Cumulative, $0.01 par value:

             

                 $1.96 Series (a)

    600,000

     

    600,000

     

    15,000

     

    15,000

     

    $25.00

                        Total without sinking fund

    1,613,500

     

    1,613,500

     

    $116,350

     

    $116,350

      

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2004

     

    2003

     

    2004

     

    2003

     

    2004

    Entergy Gulf States Preferred Stock

             

    Preferred Stock

             

        Authorized 6,000,000 shares,
        $100 par value, cumulative

             

           Without sinking fund:

             

                 4.40% Series

    51,173

     

    51,173

     

    $5,117

     

    $5,117

     

    $108.00

                 4.50% Series

    5,830

     

    5,830

     

    583

     

    583

     

    $105.00

                 4.40% 1949 Series

    1,655

     

    1,655

     

    166

     

    166

     

    $103.00

                 4.20% Series

    9,745

     

    9,745

     

    975

     

    975

     

    $102.82

                 4.44% Series

    14,804

     

    14,804

     

    1,480

     

    1,480

     

    $103.75

                 5.00% Series

    10,993

     

    10,993

     

    1,099

     

    1,099

     

    $104.25

                 5.08% Series

    26,845

     

    26,845

     

    2,685

     

    2,685

     

    $104.63

                 4.52% Series

    10,564

     

    10,564

     

    1,056

     

    1,056

     

    $103.57

                 6.08% Series

    32,829

     

    32,829

     

    3,283

     

    3,283

     

    $103.34

                 7.56% Series

    308,830

     

    308,830

     

    30,883

     

    30,883

     

    $101.80

                      Total without sinking fund

    473,268

     

    473,268

     

    $47,327

     

    $47,327

      
              

           With sinking fund:

             

                 Adjustable Rate-A, 7.0% (b)

    84,000

     

    96,020

     

    $8,400

     

    $9,602

     

    $100.00

                 Adjustable Rate-B, 7.0% (b)

    90,000

     

    112,500

     

    9,000

     

    11,250

     

    $100.00

                        Total with sinking fund

    174,000

     

    208,520

     

    $17,400

     

    $20,852

      
              

    Fair Value of Preferred Stock with Sinking Fund (c)

        


    $15,286

     


    $15,354

      

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2004

     

    2003

     

    2004

     

    2003

     

    2004

    Entergy Louisiana Preferred Stock

             

         Without sinking fund:

             

             Cumulative, $100 par value:

             

                   4.96% Series

    60,000

     

    60,000

     

    $6,000

     

    $6,000

     

    $104.25

                   4.16% Series

    70,000

     

    70,000

     

    7,000

     

    7,000

     

    $104.21

                   4.44% Series

    70,000

     

    70,000

     

    7,000

     

    7,000

     

    $104.06

                   5.16% Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $104.18

                   5.40% Series

    80,000

     

    80,000

     

    8,000

     

    8,000

     

    $103.00

                   6.44% Series

    80,000

     

    80,000

     

    8,000

     

    8,000

     

    $102.92

                   7.84% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.78

                   7.36% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.36

             Cumulative, $25 par value:

             

                   8.00% Series

    1,480,000

     

    1,480,000

     

    37,000

     

    37,000

     

    $25.00

                         Total without sinking fund

    2,115,000

     

    2,115,000

     

    $100,500

     

    $100,500

      

     

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2004

     

    2003

     

    2004

     

    2003

     

    2004

    Entergy Mississippi Preferred Stock

             

        Without sinking fund:

             

             Cumulative, $100 par value:

             

                    4.36% Series

    59,920

     

    59,920

     

    $5,992

     

    $5,992

     

    $103.86

                    4.56% Series

    43,887

     

    43,887

     

    4,389

     

    4,389

     

    $107.00

                    4.92% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $102.88

                    7.44% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $102.81

                    8.36% Series

    200,000

     

    200,000

     

    20,000

     

    20,000

     

    $100.00

                           Total without sinking fund

    503,807

     

    503,807

     

    $50,381

     

    $50,381

      

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2004

     

    2003

     

    2004

     

    2003

     

    2004

    Entergy New Orleans Preferred Stock

             

        Without sinking fund:

             

            Cumulative, $100 par value:

             

                  4.75% Series

    77,798

     

    77,798

     

    $7,780

     

    $7,780

     

    $105.00

                  4.36% Series

    60,000

     

    60,000

     

    6,000

     

    6,000

     

    $104.58

                  5.56% Series

    60,000

     

    60,000

     

    6,000

     

    6,000

     

    $102.59

                         Total without sinking fund

    197,798

     

    197,798

     

    $19,780

     

    $19,780

      

    (a)

    The total dollar value represents the liquidation value of $25 per share.

    (b)

    Represents weighted-average annualized rates for 2004 and 2003.

    (c)

    Fair values were determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. There is an additional disclosure of fair value of financial instruments in Note 11 to the domestic utility companies and System Energy financial statements.

    Entergy Gulf States' preferred stock with sinking fund retirements were 34,500 shares in 2004 and 2003, and 18,579 shares in 2002.

    Entergy Gulf States has annual sinking fund requirements of $3.45 million through 2009 for its preferred stock outstanding. Entergy Gulf States has the annual non-cumulative option to redeem, at par, additional amounts of certain series of its outstanding preferred stock.

    NOTE 7. COMMON EQUITY (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans

    Dividend Restrictions

    Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of the domestic utility companies and System Energy restrict the payment of cash dividends or other distributions on their common and preferred stock. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. As of December 31, 2004, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $394.9 million and $68.5 million, respectively.

    NOTE 8. COMMITMENTS AND CONTINGENCIES

    The domestic utility companies and System Energy are involved in a number of legal, tax, and regulatory proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of their business. While management is unable to predict the outcome of such proceedings, it is not expected that the ultimate resolution of these matters will have a material adverse effect on Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, Entergy Mississippi's, Entergy New Orleans', or System Energy's results of operations, cash flows, or financial condition.

    Vidalia Purchased Power Agreement (Entergy Louisiana)

    Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $147.7 million in 2004, $112.6 million in 2003, and $104.2 million in 2002. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $125.3 million in 2005, and a total of $3.5 billion for the years 2006 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause. In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to ten years, beginning in October 2002.  The provisions of the settlement also provide that the LPSC shall not recognize or use Entergy Louisiana's use of the cash benefits from the tax treatment in setting any of Entergy Louisiana's rates.  Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes.

    System Fuels (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The domestic utility companies that are owners of System Fuels have made loans to System Fuels to finance its fuel procurement, delivery, and storage activities. The following loans outstanding to System Fuels as of December 31, 2004 mature in 2008:


    Owner

    Ownership
    Percentage

    Loan Outstanding
    at December 31, 2004

    Entergy Arkansas

    35%

    $11.0 million

    Entergy Louisiana

    33%

    $14.2 million

    Entergy Mississippi

    19%

    $5.5 million                 

    Entergy New Orleans

    13%

    $3.3 million                 

    Nuclear Insurance(Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Third Party Liability Insurance

    The Price-Anderson Act provides insurance for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Originally passed by Congress in 1957 and most recently amended in 1988, the Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two levels:

    1.

    The primary level is private insurance underwritten by American Nuclear Insurers and provides liability insurance coverage of $300 million. If this amount is not sufficient to cover claims arising from the accident, the second level, Secondary Financial Protection, applies. An industry-wide aggregate limitation of $300 million exists for domestically-sponsored terrorist acts. There is no limitation for foreign-sponsored terrorist acts.

    2.

    Within the Secondary Financial Protection level, each nuclear plant must pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, up to a maximum of $100.6 million per reactor per incident. This consists of a $95.8 million maximum retrospective premium plus a five percent surcharge that may be applied, if needed, at a rate that is presently set at $10 million per year per nuclear power reactor. There are no domestically- or foreign-sponsored terrorism limitations.

    Currently, 104 nuclear reactors are participating in the Secondary Financial Protection program - 103 operating reactors and one closed reactor that still stores used nuclear fuel on site. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $10 billion in insurance coverage to compensate the public in the event of a nuclear power reactor accident.

    Entergy Arkansas has two licensed reactors and Entergy Gulf States, Entergy Louisiana, and System Energy each have one licensed reactor (10% of Grand Gulf is owned by a non-affiliated company (SMEPA), which would share on a pro-rata basis in any retrospective premium assessment under the Price-Anderson Act).

    An additional but temporary contingent liability exists for all nuclear power reactor owners because of a previous Nuclear Worker Tort (long-term bodily injury caused by exposure to nuclear radiation while employed at a nuclear power plant) insurance program that was in place from 1988 to 1998. The maximum premium assessment exposure to each reactor is $3 million and will only be applied if such claims exceed the program's accumulated reserve funds. This contingent premium assessment feature will expire with the Nuclear Worker Tort program's expiration, which is scheduled for 2008.

    Property Insurance

    Entergy's nuclear owner/licensee subsidiaries are members of certain mutual insurance companies that provide property damage coverage, including decontamination and premature decommissioning expense, to the members' nuclear generating plants. These programs are underwritten by Nuclear Electric Insurance Limited (NEIL). As of December 31, 2004, the domestic utility companies and System Energy were insured against such losses per the following structures:

    ANO 1 and 2, Grand Gulf, River Bend, and Waterford 3

    Note: ANO 1 and 2 share in the Primary Layer with one policy in common.

    In addition, Waterford 3 and Grand Gulf are also covered under NEIL's Accidental Outage Coverage program. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL property damage loss, subject to a deductible. The following summarizes this coverage as of December 31, 2003:

    Waterford 3

    Grand Gulf

    Under the property damage and accidental outage insurance programs, Entergy's nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of December 31, 2004, the maximum amount of such possible assessments per occurrence were $15.1 million for Entergy Arkansas, $11.1 million for Entergy Gulf States, $13.0 million for Entergy Louisiana, $0.06 million for Entergy Mississippi, $0.06 million for Entergy New Orleans, and $11.5 million for System Energy.

    Entergy maintains property insurance for its nuclear units in excess of the NRC's minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

    In the event that one or more acts of domestically-sponsored terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. There is no aggregate limit involving one or more acts of foreign-sponsored terrorism.

    Nuclear Decommissioning and Other Retirement Costs (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy)

    SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets.

    These liabilities are recorded at their fair values (which is the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets are depreciated over the useful lives of the assets. The net effect of implementing this standard for the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the principle that Entergy will recover all ultimate costs of decommissioning from customers. As a result of this treatment, SFAS 143 is expected to be earnings neut ral to the rate-regulated business of the domestic utility companies and System Energy.

    Upon implementation of SFAS 143 in 2003, assets and liabilities increased $1.1 billion for the U.S. Utility segment as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $287 million, reducing accumulated depreciation by $361 million and recording the related regulatory assets of $422 million. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings in the first quarter of 2003 by $21 million net-of-tax as a result of a cumulative effect of accounting change. In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, the domestic utility companies and System Energy have recorded regulatory as sets (liabilities) in the following amounts to reflect their estimates of the difference between estimated incurred removal costs and estimated removal costs recovered in rates previously recorded as a component of accumulated depreciation:

     

     

    December 31,

     

     

    2004

     

    2003

     

     

    (In Millions)

     

     

     

     

     

    Entergy Arkansas

     

    $34.9 

     

    $26.6 

    Entergy Gulf States

     

    $0.9 

     

    $4.2 

    Entergy Louisiana

     

    ($34.6)

     

    ($26.8)

    Entergy Mississippi

     

    $32.7 

     

    $24.4 

    Entergy New Orleans

     

    $1.3 

     

    $2.1 

    System Energy

     

    $17.1 

     

    $15.1 

    The cumulative decommissioning liabilities and expenses recorded in 2004 by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy were as follows:

     


    Liabilities as of
    December 31, 2003

     



    Accretion

     

    Change in Cash Flow Estimate

     


    Liabilities as of
    December 31, 2004

     

    (In Thousands)

     

     

     

     

     

     

     

     

    ANO 1 and ANO 2

    $567.5

     

    $32.9

     

    ($107.7)

     

    $492.7

    River Bend

    $298.8

     

    $19.7

     

    ($166.4)

     

    $152.1

    Waterford 3

    $325.3

     

    $22.0

     

    -     

     

    $347.3

    Grand Gulf

    $312.5

     

    $23.4

     

    -     

     

    $335.9

    Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.

    In the first quarter of 2004, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for ANO 1 and 2 as a result of revised decommissioning costs and changes in assumptions regarding the timing of when the decommissioning of the plants will begin. The revised estimate resulted in a $107.7 million reduction in its decommissioning liability, along with a $19.5 million reduction in utility plant and an $88.2 million reduction in the related regulatory asset.

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $166.4 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $49.6 million reduction in non-utility property, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous other income of $27.7 million.

    If SFAS 143 had been applied by Entergy Gulf States for the portion of River Bend not subject to cost-based ratemaking during prior periods, the following impacts would have resulted:

    Year Ended
    December 31,
    2002

    Entergy Gulf States

    Earnings applicable to common stock - as reported

    $169,190 

    Pro forma effect of SFAS 143

    ($2,227)      

    Earnings applicable to common stock - pro forma

    $166,963 

    Entergy maintains decommissioning trust funds that are committed to meeting the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and asset retirement obligation-related regulatory assets of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy as of December 31, 2004 are as follows:

     

     

    Decommissioning
    Trust Fair Values

     

    Regulatory
    Assets

     

     

    (In Millions)

     

     

     

     

     

    ANO 1 & ANO 2

     

    $383.8

     

    $141.2

    River Bend

     

    $291.0

     

    -       

    Waterford 3

     

    $172.1

     

    $141.6

    Grand Gulf

     

    $205.1

     

    $97.3       

    The Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. Annual assessments in 2004 were $4.4 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.6 million for Entergy Louisiana, and $1.8 million for System Energy 2004. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. At December 31, 2004, two years of assessments were remaining. D&D fees are included in other current liabilities and other non-current liabilities and, as of December 31, 2004, recorded liabilities were $8.8 million for Entergy Arkansas, $1.9 million for Entergy Gulf States, $3.3 million for Entergy Louisiana, and $3.3 million for System Energy. Regulatory assets in the financial statements offset these liabilities, with the exception of Entergy Gulf States' 30% non-regulated portion. These a ssessments are recovered through rates in the same manner as fuel costs.

    Income Taxes

    Entergy is currently under audit by the IRS with respect to tax returns for tax periods subsequent to 1995 and through 2001, and is subject to audit by the IRS and other taxing authorities for subsequent tax periods.  The amount and timing of any tax assessments resulting from these audits are uncertain, and could have a material effect on Entergy's financial position and results of operations.  Entergy believes that the contingency provisions established in its financial statements will sufficiently cover the risk associated with tax matters.  Certain material audit matters as to which management believes there is a reasonable possibility of a future tax assessment are discussed below.  See Note 3 to the domestic utility companies and System Energy financial statements for additional discussion of income taxes.

    Depreciable Property Lives

    During the years 1997 through 2004, Entergy subsidiaries, Entergy Services, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Resources reflected changes in tax depreciation methods with respect to certain types of depreciable property (e.g. street lighting, billing meters, and various generation plant equipment). As of December 31, 2004, the cumulative effect of these changes results in additional depreciation deductions generating a cash flow benefit of $45 million for Entergy Arkansas, $38 million for Entergy Gulf States, $32 million for Entergy Louisiana, $19 million for Entergy Mississippi, $6 million for Entergy New Orleans, and $12 million for System Energy. As of December 31, 2004, the related IRS interest exposure if the deduction is ultimately disallowed is $13 million for Entergy Arkansas, $11 million for Entergy Gulf States, $9 million for Entergy Louisiana, $6 million for Entergy Mississippi, $2 million for Entergy New Orleans, and $3 million for System Energy. This benefit reverses over time and will also fluctuate with each year's addition to those types of assets. Due to the temporary nature of the tax benefit, the potential interest charge represents the total net exposure of the domestic utility companies and System Energy.

    For the years under audit, 1996-2001, the IRS challenged Entergy's classification of these assets and proposed adjustments to the depreciation deductions taken. Entergy disagrees with the position of the IRS and has protested the disallowance of these deductions to the Office of IRS Appeals. Entergy expects to receive a Notice of Deficiency in 2005 for this item, and plans to vigorously contest this matter. Entergy believes that the contingency provision established in its financial statements sufficiently covers the risk associated with this item.

    Mark to Market of Certain Power Contracts

    In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to its wholesale electric power contracts.  The most significant of these is the contract to purchase power from the Vidalia hydroelectric project.  The new tax accounting method has provided a cumulative cash flow benefit of approximately $790 million as of December 31, 2004.  The related IRS interest exposure is $93 million at December 31, 2004.   This benefit is expected to reverse in the years 2005 through 2031.  The election did not reduce book income tax expense.  The timing of the reversal of this benefit depends on several variables, including the price of power.  Due to the temporary nature of the tax benefit, the potential interest charge represents Entergy's net earnings exposure.  Entergy Louisiana's 2001 tax return is currently under examination by the IRS, though no adjustments have yet been proposed with respect to the mark to market election.  Entergy believes that the contingency provision established in its financial statements will sufficiently cover the risk associated with this issue.

    CashPoint Bankruptcy (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    In 2003 the domestic utility companies entered an agreement with CashPoint Network Services (CashPoint) under which CashPoint was to manage a network of payment agents through which Entergy's utility customers could pay their bills. The payment agent system allows customers to pay their bills at various commercial or governmental locations, rather than sending payments by mail. Approximately one-third of Entergy's utility customers use payment agents.

    On April 19, 2004, CashPoint failed to pay funds due to the domestic utility companies that had been collected through payment agents. The domestic utility companies then obtained a temporary restraining order from the Civil District Court for the Parish of Orleans, State of Louisiana, enjoining CashPoint from distributing funds belonging to Entergy, except by paying those funds to Entergy. On April 22, 2004, a petition for involuntary Chapter 7 bankruptcy was filed against CashPoint by other creditors in the United States Bankruptcy Court for the Southern District of New York. In response to these events, the domestic utility companies expanded an existing contract with another company to manage all of their payment agents. The domestic utility companies filed proofs of claim in the CashPoint bankruptcy proceeding in September 2004. Although Entergy cannot precisely determine at this time the amount that CashPoint owes to the domestic utility companies that may not be repaid, it has accrued an estim ate of loss based on current information. If no cash is repaid to the domestic utility companies, an event Entergy does not believe is likely, the current estimates of maximum exposure to loss are approximately as follows:

           Amount

         (In Millions)

    Entergy Arkansas

    $1.8

    Entergy Gulf States

    $7.7

    Entergy Louisiana

    $8.8

    Entergy Mississippi

    $4.3

    Entergy New Orleans

    $2.4

    Environmental Issues (Entergy Gulf States)

    Entergy Gulf States has been designated as a PRP for the cleanup of certain hazardous waste disposal sites. As of December 31, 2004, Entergy Gulf States does not expect the remaining clean-up costs to exceed its recorded liability of $1.5 million for the remaining sites at which the EPA has designated Entergy Gulf States as a PRP.

    City Franchise Ordinances (Entergy New Orleans)

    Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to franchise ordinances. These ordinances contain a continuing option for the city to purchase Entergy New Orleans' electric and gas utility properties.

    Waterford 3 Lease Obligations(Entergy Louisiana)

    On September 28, 1989, Entergy Louisiana entered into three identical transactions for the sale and leaseback of undivided interests (aggregating approximately 9.3%) in Waterford 3. In July 1997, Entergy Louisiana caused the lessors to issue $307.6 million aggregate principal amount of Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017, to refinance the outstanding bonds originally issued to finance the purchase of the undivided interests by the lessors. The lease payments were reduced to reflect the lower interest costs. Upon the occurrence of certain events, Entergy Louisiana may be obligated to pay amounts sufficient to permit the termination of the lease transactions and may be required to assume the outstanding bonds issued to finance, in part, the lessors' acquisition of the undivided interests in Waterford 3.

    Employment Litigation (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy New Orleans, System Energy, or their affiliates, are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, and/or other protected characteristics. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and their affiliates are vigorously defending these suits and deny any liability to the plaintiffs. Nevertheless, no assurance can be given as to the outcome of these cases.

    Asbestos and Hazardous Material Litigation (Entergy Gulf States, Entergy Louisiana, Entergy New Orleans)

    Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans, and Entergy Mississippi as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Presently, there are approximately 480 lawsuits involving approximately 10,000 claims. Management believes that adequate provisions have been established to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement, while new coverage is being secured to minimize anticipated future potential exposures. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to its financial position or result s of operation.

    Grand Gulf - Related Agreements

    Capital Funds Agreement (System Energy)

    System Energy has entered into agreements with Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans whereby they are obligated to purchase their respective entitlements of capacity and energy from System Energy's 90% interest in Grand Gulf, and to make payments that, together with other available funds, are adequate to cover System Energy's operating expenses. System Energy would have to secure funds from other sources, including Entergy Corporation's obligations under the Capital Funds Agreement, to cover any shortfalls from payments received from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under these agreements.

    Unit Power Sales Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    System Energy has agreed to sell all of its 90% share of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance with specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14%, Entergy Mississippi-33%, and Entergy New Orleans-17%) as ordered by FERC. Charges under this agreement are paid in consideration for the purchasing companies' respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered so long as the unit remains in commercial operation. The agreement will remain in effect until terminated by the parties and the termination is approved by FERC, most likely upon Grand Gulf's retirement from service. Monthly obligations are based on actual capacity and energy costs. The average monthly payments for 2004 under the agreement are approximately $16.6 million for Entergy Arkansas, $6.7 million for Entergy Louisiana, $13.7 million for Ent ergy Mississippi, and $8.1 million for Entergy New Orleans.

    Availability Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans are individually obligated to make payments or subordinated advances to System Energy in accordance with stated percentages (Entergy Arkansas-17.1%, Entergy Louisiana-26.9%, Entergy Mississippi-31.3%, and Entergy New Orleans-24.7%) in amounts that, when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of System Energy's operating expenses as defined, including an amount sufficient to amortize the cost of Grand Gulf 2 over 27 years. (See Reallocation Agreement terms below.) System Energy has assigned its rights to payments and advances to certain creditors as security for certain obligations. Since commercial operation of Grand Gulf 1, payments under the Unit Power Sales Agreement have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments.

    Reallocation Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas' responsibilities and obligations with respect to Grand Gulf under the Availability Agreement. FERC's decision allocating a portion of Grand Gulf 1 capacity and energy to Entergy Arkansas supersedes the Reallocation Agreement as it relates to Grand Gulf 1. Responsibility for any Grand Gulf 2 amortization amounts has been individually allocated (Entergy Louisiana-26.23%, Entergy Mississippi-43.97%, and Entergy New Orleans-29.80%) under the terms of the Reallocation Agreement. However, the Reallocation Agreement does not affect Entergy Arkansas' obligation to System Energy's lenders under the assignments referred to in the preceding paragraph. Entergy Arka nsas would be liable for its share of such amounts if Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet their contractual obligations. No payments of any amortization amounts will be required so long as amounts paid to System Energy under the Unit Power Sales Agreement, including other funds available to System Energy, exceed amounts required under the Availability Agreement, which is expected to be the case for the foreseeable future.

    Reimbursement Agreement (System Energy)

    In December 1988, System Energy entered into two separate, but identical, arrangements for the sale and leaseback of an approximate aggregate 11.5% ownership interest in Grand Gulf. In connection with the equity funding of the sale and leaseback arrangements, letters of credit are required to be maintained to secure certain amounts payable for the benefit of the equity investors by System Energy under the leases. The current letters of credit are effective until May 29, 2009.

    Under the provisions of the reimbursement agreement relating to the letters of credit, System Energy has agreed to a number of covenants regarding the maintenance of certain capitalization and fixed charge coverage ratios.  System Energy agreed, during the term of the reimbursement agreement, to maintain a ratio of debt to total liabilities and equity less than or equal to 70%. In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the reimbursement agreement, a ratio of adjusted net income to interest expense of at least 1.50 times earnings.  As of December 31, 2004, System Energy's debt ratio was approximately 32.5%, and its fixed charge coverage ratio for 2004 was approximately 4.12, calculated, in each case, as prescribed in the reimbursement agreement.341

     

    NOTE 9. LEASES(Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and System Energy)

    General

    As of December 31, 2004 the domestic utility companies had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the sale and leaseback transactions) with minimum lease payments as follows:

    Capital Leases


    Year

     

    Entergy
    Arkansas

     

    Entergy
    Mississippi

      

    (In Thousands)

         

    2005

     

    $9,610

     

    $50

    2006

     

    5,682

     

    42

    2007

     

    3,427

     

    11

    2008

     

    1,754

     

    -

    2009

     

    237

     

    -

    Years thereafter

     

    2,606

     

    -

    Minimum lease payments

     

    23,316

     

    103

    Less: Amount representing interest

     

    3,386

     

    2

    Present value of net minimum lease payments

     

    $19,930

     

    $101

    Operating Leases


    Year

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    (In Thousands)

    2005

    $23,743

    $26,744

    $9,974

    $7,421

    2006

    20,029

    23,942

    5,647

    6,596

    2007

    17,563

    17,223

    5,109

    3,552

    2008

    14,977

    9,742

    3,546

    3,039

    2009

    8,622

    9,108

    2,346

    2,676

    Years thereafter

    54,339

    115,216

    2,524

    11,068

    Minimum lease payments

    $139,273

    $201,975

    $29,146

    $34,352

    Rental Expense


    Year

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    (In Millions)

    2004

    $17.4

    $24.4

    $11.9

    $3.4

    2003

    $19.4

    $26.5

    $13.8

    $5.4

    2002

    $20.8

    $25.8

    $13.6

    $5.4

    In addition to the above rental expense, railcar operating lease payments and oil tank facilities lease payments are recorded in fuel expense in accordance with regulatory treatment. Railcar operating lease payments were $9.3 million in 2004, $6.8 million in 2003, and $8.3 million in 2002 for Entergy Arkansas and $2.0 million in 2004, $1.8 million in 2003, and $2.0 million in 2002 for Entergy Gulf States. Oil tank facilities lease payments for Entergy Mississippi were $3.2 million for 2004 and $3.1 million for each of the years 2003 and 2002.

    Nuclear Fuel Leases

    As of December 31, 2004, arrangements to lease nuclear fuel existed in an aggregate amount up to $150 million for Entergy Arkansas, $105 million for Entergy Gulf States, $80 million for Entergy Louisiana, and $110 million for System Energy. As of December 31, 2004, the unrecovered cost base of nuclear fuel leases amounted to approximately $93.9 million for Entergy Arkansas, $71.2 million for Entergy Gulf States, $31.7 million for Entergy Louisiana, and $65.6 million for System Energy. The lessors finance the acquisition and ownership of nuclear fuel through loans made under revolving credit agreements, the issuance of commercial paper, and the issuance of intermediate-term notes. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have a termination date of October 30, 2006. The termination dates may be extended from time to time with the consent of the lenders. The intermediate-term notes issued pursuant to these fuel lease a rrangements have varying maturities through February 15, 2009. It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. However, if such additional financing cannot be arranged, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations in accordance with the fuel lease.

    Lease payments are based on nuclear fuel use. The table below represents the total nuclear fuel lease payments (principal and interest) as well as the separate interest component charged to operations in 2004, 2003, and 2002:

    2004

    2003

    2002

    Lease
    Payments


    Interest

    Lease
    Payments


    Interest

    Lease
    Payments


    Interest

    (In Millions)

    Entergy Arkansas

    $53.0

    $4.3

    $49.9

    $3.3

    $49.6

    $3.2

    Entergy Gulf States

    29.7

    3.2

    27.8

    3.0

    29.2

    3.0

    Entergy Louisiana

    36.1

    2.5

    32.3

    2.4

    32.9

    2.6

    System Energy

    27.8

    2.8

    32.0

    3.1

    26.1

    2.5

    Total

    $146.6

    $12.8

    $142.0

    $11.8

    $137.8

    $11.3

    Sale and Leaseback Transactions

    Waterford 3 Lease Obligations (Entergy Louisiana)

    In 1989, Entergy Louisiana sold and leased back 9.3% of its interest in Waterford 3 for the aggregate sum of $353.6 million. The lease has an approximate term of 28 years. The lessors financed the sale-leaseback through the issuance of Waterford 3 Secured Lease Obligation Bonds. The lease payments made by Entergy Louisiana are sufficient to service the debt.

    In 1994, Entergy Louisiana did not exercise its option to repurchase the 9.3% interest in Waterford 3. As a result, Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the lease.

    In 1997, the lessors refinanced the outstanding bonds used to finance the purchase of Waterford 3 at lower interest rates, which reduced the annual lease payments.

    Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse "Financial Events." "Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis.

    As of December 31, 2004, Entergy Louisiana's total equity capital (including preferred stock) was 51.33% of adjusted capitalization and its fixed charge coverage ratio for 2004 was 3.76.

    As of December 31, 2004, Entergy Louisiana had future minimum lease payments (reflecting an overall implicit rate of 7.45%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows:

      

    (In Thousands)

       

    2005

     

    $14,554

    2006

     

    18,261

    2007

     

    18,754

    2008

     

    22,606

    2009

     

    32,452

    Years thereafter

     

    334,062

    Total

     

    440,689

    Less: Amount representing interest

     

    192,964

    Present value of net minimum lease payments

     

    $247,725

    Grand Gulf Lease Obligations(System Energy)

    In December 1988, System Energy sold 11.5% of its undivided ownership interest in Grand Gulf for the aggregate sum of $500 million. Subsequently, System Energy leased back its interest in the unit for a term of 26 1/2 years. System Energy has the option of terminating the lease and repurchasing the 11.5% interest in the unit at certain intervals during the lease. Furthermore, at the end of the lease term, System Energy has the option of renewing the lease or repurchasing the 11.5% interest in Grand Gulf.

    In May 2004 System Energy caused the Grand Gulf lessors to refinance the outstanding bonds that they had issued to finance the purchase of their undivided interest in Grand Gulf. The refinancing is at a lower interest rate, and System Energy's lease payments have been reduced to reflect the lower interest costs.

    System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance at the end of the lease term. The amount of this net regulatory asset was $75.4 million and $83.2 million as of December 31, 2004 and 2003, respectively.

    As of December 31, 2004, System Energy had future minimum lease payments (reflecting an implicit rate of 5.01%), which are recorded as long-term debt as follows:

      

    (In Thousands)

       

    2005

     

    $45,423

    2006

     

    46,019

    2007

     

    46,552

    2008

     

    47,128

    2009

     

    47,760

    Years thereafter

     

    302,402

    Total

     

    535,284

    Less: Amount representing interest

     

    138,165

    Present value of net minimum lease payments

     

    $397,119

    NOTE 10. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Pension Plans

    Entergy's domestic utility companies and System Entergy participate in two of Entergy's pension plans: "Entergy Corporation Retirement Plan for Non-Bargaining Employees" and "Entergy Corporation Retirement Plan for Bargaining Employees." Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. As of December 31, 2004 and 2003, Entergy's domestic utility companies and System Energy recognized an additional minimum pension liability for the excess of the accumulated benefit obligation over the fair market value of plan assets. In accordance with SFAS 87, an offsetting intangible asset, up to the amount of any unrecognized prior service cost, was also recorded, with the remaining offset to the liability recorded as a regulatory asset, reflective of the recovery mechanism for pension costs in Entergy's jurisdictions. Entergy's domestic utility companies' and System Energy's pension costs are recovered from customers as a component of cost of service in each of its jurisdictions. Entergy uses a December 31 measurement date for its pension plans.

    Components of Net Pension Cost

    Total 2004, 2003, and 2002 pension cost of the domestic utility companies and System Energy, including amounts capitalized, included the following components:


    2004

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Service cost - benefits earned
      during the period


    $11,941 


    $9,693 


    $7,009 


    $3,615 


    $1,569 


    $3,386 

    Interest cost on projected
      benefit obligation


    35,846 


    28,471 


    21,790 


    11,915 


    4,465 


    5,189 

    Expected return on assets

    (36,913)

    (39,682)

    (27,510)

    (14,716)

    (2,568)

    (4,556)

    Amortization of transition asset

    (319)

    Amortization of prior service cost

    1,662 

    1,511 

    650 

    513 

    226 

    67 

    Recognized net loss

    3,952 

    405 

    1,344

    794 

    898 

    788 

    Net pension cost

    $16,488 

    $398 

    $3,283 

    $2,121 

    $4,590 

    $4,555 

    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    ASSETS
           
        December 31,
      2007 2006
     (In Thousands)
           
    CURRENT ASSETS      
    Cash and cash equivalents:      
      Cash   $406 $56
      Temporary cash investments - at cost,      
       which approximates market   104,599 134,956
         Total cash and cash equivalents   105,005 135,012
    Accounts receivable:      
      Associated companies   112,598 142,121
      Other   3,921 3,301
         Total accounts receivable   116,519 145,422
    Materials and supplies - at average cost   68,613 61,097
    Deferred nuclear refueling outage costs   13,640 5,060
    Prepayments and other   9,225 1,480
    TOTAL   313,002 348,071
           
    OTHER PROPERTY AND INVESTMENTS    
    Decommissioning trust funds   315,654 281,430
    Note receivable - Entergy New Orleans   25,560 -
    TOTAL   341,214 281,430
           
    UTILITY PLANT    
    Electric   3,273,390 3,248,582
    Property under capital lease   475,157 471,933
    Construction work in progress   88,296 38,088
    Nuclear fuel under capital lease   81,616 55,280
    Nuclear fuel   7,656 10,222
    TOTAL UTILITY PLANT   3,926,115 3,824,105
    Less - accumulated depreciation and amortization   2,101,484 2,000,320
    UTILITY PLANT - NET   1,824,631 1,823,785
           
    DEFERRED DEBITS AND OTHER ASSETS    
    Regulatory assets:      
      SFAS 109 regulatory asset - net   93,083 92,600
      Other regulatory assets   274,202 293,292
    Other   12,628 14,062
    TOTAL   379,913 399,954
           
    TOTAL ASSETS   $2,858,760 $2,853,240
           
    See Notes to Financial Statements.      
     
     

    342

     

     

     
    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDER'S EQUITY
           
        December 31,
      2007 2006
     (In Thousands)
     
    CURRENT LIABILITIES    
    Currently maturing long-term debt   $26,701 $93,335
    Accounts payable:      
      Associated companies   8,902 1,634
      Other   29,182 26,636
    Taxes accrued   - 47,988
    Accumulated deferred income taxes   4,494 1,828
    Interest accrued   47,403 46,135
    Obligations under capital leases   30,058 33,142
    TOTAL   146,740 250,698
           
    NON-CURRENT LIABILITIES    
    Accumulated deferred income taxes and taxes accrued   314,991 304,691
    Accumulated deferred investment tax credits   65,184 68,660
    Obligations under capital leases   51,558 22,138
    Other regulatory liabilities   243,450 242,029
    Decommissioning   368,559 342,846
    Accumulated provisions   2,469 2,422
    Pension and other postretirement liabilities   30,031 32,060
    Long-term debt   773,266 729,914
    Other   145 396
    TOTAL   1,849,653 1,745,156
           
    Commitments and Contingencies      
           
    SHAREHOLDER'S EQUITY    
    Common stock, no par value, authorized 1,000,000 shares;      
     issued and outstanding 789,350 shares in 2007 and 2006   789,350 789,350
    Retained earnings   73,017 68,036
    TOTAL   862,367 857,386
           
    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY   $2,858,760 $2,853,240
           
    See Notes to Financial Statements.      
           


    2003

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Service cost - benefits earned
      during the period


    $11,156 


    $8,788 


    $6,369 


    $3,411 


    $1,539 


    $3,142 

    Interest cost on projected
      benefit obligation


    33,009 


    27,708 


    20,028 


    11,339 


    3,958 


    4,200 

    Expected return on assets

    (38,712)

    (41,784)

    (28,919)

    (15,434)

    (2,616)

    (3,944)

    Amortization of transition asset

    (319)

    Amortization of prior service cost

    1,737 

    1,931 

    789 

    584 

    236 

    73 

    Recognized net loss

    256 

    150 

    83 

    27 

    Curtailment loss

    5,305 

    2,133 

    2,748 

    1,065 

    129 

    944 

    Special termination benefits

    5,543 

    2,857 

    2,619 

    811 

    367 

    1,720 

    Net pension cost

    $18,294 

    $1,783 

    $3,634 

    $1,859 

    $3,613 

    $5,843 


    2002

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Service cost - benefits earned
      during the period


    $9,787 


    $7,391 


    $5,901 


    $2,971 


    $1,414 


    $2,616 

    Interest cost on projected
      benefit obligation


    31,058 


    27,737 


    19,747 


    11,013 


    4,126 


    3,735 

    Expected return on assets

    (40,514)

    (43,827)

    (30,300)

    (16,197)

    (2,763)

    (3,775)

    Amortization of transition asset

    (319)

    Amortization of prior service cost

    1,743 

    1,923 

    744 

    705 

    269 

    72 

    Net pension cost (income)

    $2,074 

    ($6,776)

    ($3,908)

    ($1,508)

    $3,046 

    $2,329 

    343

    Pension Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2004 and 2003


    2004

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in Projected Benefit

    Obligation (PBO)

    Balance at 12/31/03

    $565,004 

    $467,707 

    $340,212 

    $190,184 

    $67,866 

    $79,033 

    Service cost

    11,941 

    9,693 

    7,009 

    3,615 

    1,569 

    3,386 

    Interest cost

    35,846 

    28,471 

    21,790 

    11,915 

    4,465 

    5,189 

    Actuarial loss

    46,590 

    17,687 

    32,309 

    13,200 

    8,169 

    9,175 

    Benefits paid

    (34,565)

    (27,348)

    (22,218)

    (12,771)

    (3,719)

    (1,784)

    Balance at 12/31/04

    $624,816 

    $496,210 

    $379,102 

    $206,143 

    $78,350 

    $94,999 

    Change in Plan Assets

    Fair value of assets at 12/31/03

    $423,214 

    $448,490 

    $316,669 

    $169,958 

    $29,565 

    $45,375 

    Actual return on plan assets

    39,265 

    42,380 

    31,046 

    16,268 

    2,849 

    8,667 

    Employer contributions

    5,342 

    17 

    3,907 

    1,823 

    2,118 

    3,742 

    Benefits paid

    (34,565)

    (27,348)

    (22,218)

    (12,771)

    (3,719)

    (1,784)

    Fair value of assets at 12/31/04

    $433,256 

    $463,539 

    $329,404 

    $175,278 

    $30,813 

    $56,000 

    Funded status

    ($191,560)

    ($32,671)

    ($49,698)

    ($30,865)

    ($47,537)

    ($38,999)

    Amounts not yet recognized

    in the balance sheet

    Unrecognized transition asset

    (277)

    Unrecognized prior service cost

    8,177 

    5,938 

    3,762 

    2,692 

    1,263 

    286 

    Unrecognized net loss

    133,821 

    38,628 

    75,962 

    36,825 

    26,357 

    20,298 

    Prepaid/(accrued) pension cost

    recognized in the balance sheet

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)

    Amounts recognized in

    the balance sheet

    Prepaid/(accrued) pension liability

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)

    Additional minimum pension liability

    (81,161)

    (38,871)

    (23,492)

    (16,928)

    (7,678)

    Intangible asset

    10,313 

    4,759 

    3,308 

    1,698 

    247 

    Regulatory asset

    70,848 

    34,112 

    20,184 

    15,230 

    7,431 

    Net amount recognized

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)


    2003

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in Projected Benefit

    Obligation (PBO)

    Balance at 12/31/02

    $476,276 

    $420,644 

    $297,144 

    $167,175 

    $57,085 

    $59,418 

    Service cost

    11,156 

    8,788 

    6,369 

    3,411 

    1,539 

    3,142 

    Interest cost

    33,009 

    27,708 

    20,028 

    11,339 

    3,958 

    4,200 

    Amendment

    121 

    96 

    Actuarial loss

    62,444 

    31,342 

    30,844 

    17,133 

    7,417 

    9,984 

    Benefits paid

    (28,445)

    (25,611)

    (19,332)

    (10,634)

    (2,559)

    (366)

    Curtailment loss

    4,900 

    1,883 

    2,540 

    944 

    59 

    930 

    Special termination benefits

    5,543 

    2,857 

    2,619 

    811 

    367 

    1,720 

    Balance at 12/31/03

    $565,004 

    $467,707 

    $340,212 

    $190,184 

    $67,866 

    $79,033 

    Change in Plan Assets

    Fair value of assets at 12/31/02

    $367,080 

    $380,999 

    $261,785 

    $144,947 

    $32,384 

    $34,041 

    Actual return on plan assets

    84,579 

    93,102 

    74,216 

    35,645 

    (260)

    11,700 

    Benefits paid

    (28,445)

    (25,611)

    (19,332)

    (10,634)

    (2,559)

    (366)

    Fair value of assets at 12/31/03

    $423,214 

    $448,490 

    $316,669 

    $169,958 

    $29,565 

    $45,375 

    Funded status

    ($141,790)

    ($19,217)

    ($23,543)

    ($20,226)

    ($38,301)

    ($33,658)

    Amounts not yet recognized

    in the balance sheet

    Unrecognized transition asset

    (596)

    Unrecognized prior service cost

    9,839 

    7,449 

    4,412 

    3,206 

    1,489 

    353 

    Unrecognized net loss

    93,535 

    24,044 

    48,533 

    25,970 

    19,367 

    16,021 

    Prepaid/(accrued) pension cost

    recognized in the balance sheet

    ($38,416)

    $12,276 

    $29,402 

    $8,950 

    ($17,445)

    ($17,880)

    Amounts recognized in

    the balance sheet:

    Prepaid/(accrued) pension liability

    ($38,416)

    $12,276 

    $29,402 

    $8,950 

    ($17,445)

    ($17,880)

    Additional minimum pension liability

    (54,948)

    (7,301)

    (13,140)

    (7,426)

    Intangible asset

    13,291 

    937 

    2,774 

    365 

    Regulatory asset

    41,657 

    6,364 

    10,366 

    7,061 

    Net amount recognized

    ($38,416)

    $12,276 

    $29,402 

    $8,950 

    ($17,445)

    ($17,880)

    Other Postretirement Benefits

    The domestic utility companies and System Energy also currently provide health care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while still working for Entergy. Entergy uses a December 31 measurement date for its postretirement benefit plans.

    Effective January 1, 1993, Entergy adopted SFAS 106, which required a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million for Entergy (other than Entergy Gulf States) and $128 million for Entergy Gulf States. Such obligations are being amortized over a 20-year period that began in 1993.

    Entergy Arkansas, the portion of Entergy Gulf States regulated by the PUCT, Entergy Mississippi, and Entergy New Orleans have received regulatory approval to recover SFAS 106 costs through rates. Entergy Arkansas began recovery in 1998, pursuant to an APSC order. This order also allowed Entergy Arkansas to amortize a regulatory asset (representing the difference between SFAS 106 costs and cash expenditures for other postretirement benefits incurred for a five-year period that began January 1, 1993) over a 15-year period that began in January 1998.

    The LPSC ordered the portion of Entergy Gulf States regulated by the LPSC and Entergy Louisiana to continue the use of the pay-as-you-go method for ratemaking purposes for postretirement benefits other than pensions. However, the LPSC retains the flexibility to examine individual companies' accounting for postretirement benefits to determine if special exceptions to this order are warranted.

    Pursuant to regulatory directives, Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, the portion of Entergy Gulf States regulated by the PUCT, and System Energy fund postretirement benefit obligations collected in rates. System Energy is funding, on behalf of Entergy Operations, postretirement benefits associated with Grand Gulf. Entergy Louisiana and Entergy Gulf States continue to recover a portion of these benefits regulated by the LPSC and FERC on a pay-as-you-go basis.

    Components of Net Other Postretirement Benefit Cost

    Total 2004, 2003, and 2002 other postretirement benefit costs of the domestic utility companies and System Energy, including amounts capitalized and deferred, included the following components:


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Service cost - benefits earned
      during the period

     


    $3,860 

     


    $5,328 

     


    $2,371 

     


    $1,213 

     


    $662 

     


    $1,389 

    Interest cost on APBO

     

    10,075 

     

    11,050 

     

    6,641 

     

    3,222 

     

    3,204 

     

    1,430 

    Expected return on assets

     

    (6,210) 

     

    (4,995) 

     

     

    (2,554) 

     

    (2,263) 

     

    (1,362) 

    Amortization of transition
      obligation

     


    1,068 

     


    4,589 

     


    1,202 

     


    431 

     


    2,121 

     


    15 

    Amortization of prior service cost

     

    27 

     

     

    98 

     

    16 

     

    38 

     

    (361) 

    Recognized net loss

     

    3,937 

     

    1,620 

     

    2,003 

     

    1,503 

     

    522 

     

    358 

    Net other postretirement benefit
      cost

     


    $12,757 

     


    $17,592 

     


    $12,315 

     


    $3,831 

     


    $4,284 

     


    $1,469 


    2003

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

     

     

    Service cost - benefits earned
      during the period

     


    $6,560 

     


    $5,701 

     


    $3,322 

     


    $1,866 

     


    $948 

     


    $1,553 

    Interest cost on APBO

     

    10,637 

     

    11,314 

     

    6,780 

     

    3,459 

     

    3,436 

     

    1,352 

    Expected return on assets

     

    (4,859)

     

    (4,349)

     

     

    (2,186)

     

    (2,010)

     

    (1,088)

    Amortization of transition
      obligation

     


    3,327 

     


    5,307 

     


    2,238 

     


    1,301 

     


    2,449 

     


    135 

    Amortization of prior service cost

     

    143 

     

    163 

     

    82 

     

    51 

     

    52 

     

    (140)

    Recognized net loss

     

    3,497 

     

    1,575 

     

    1,496 

     

    1,160 

     

    475 

     

    350 

    Curtailment loss

    9,276 

    6,301 

    5,041 

    1,259 

    996 

    2,524 

    Special termination benefits

    794 

    512 

    452 

    73 

    28 

    284 

    Net other postretirement benefit
      cost

     


    $29,375 

     


    $26,524 

     


    $19,411 

     


    $6,983 

     


    $6,374 

     


    $4,970 


    2002

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

     

     

    Service cost - benefits earned
      during the period

     


    $5,429 

     


    $4,153 

     


    $3,137 

     


    $1,513 

     


    $889 

     


    $1,300 

    Interest cost on APBO

     

    9,448 

     

    9,734 

     

    6,242 

     

    3,099 

     

    3,264 

     

    1,150 

    Expected return on assets

     

    (3,889)

     

    (4,232)

     

     

    (2,088)

     

    (1,959)

     

    (1,023)

    Amortization of transition
      obligation

     


    3,954 

     


    5,803 

     


    2,971 

     


    1,502 

     


    2,678 

     


    220 

    Amortization of prior service cost

     

    245 

     

    278 

     

    141 

     

    87 

     

    89 

     

    24 

    Recognized net (gain)/loss

     

    873 

     

    135 

     

    75 

     

    335 

     

    (55)

     

    11 

    Net other postretirement benefit
      cost

     


    $16,060 

     


    $15,871 

     


    $12,566 

     


    $4,448 

     


    $4,906 

     


    $1,682 

    Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2004 and 2003:


    2004

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in APBO

    Balance at 12/31/03

    $187,259 

    $194,205 

    $112,675 

    $57,786 

    $55,062 

    $25,466 

    Service cost

    3,860 

    5,328 

    2,371 

    1,213 

    662 

    1,389 

    Interest cost

    10,075 

    11,050 

    6,641 

    3,222 

    3,204 

    1,430 

    Actuarial loss

    10,714 

    9,086 

    8,175 

    6,787 

    3,624 

    1,441 

    Benefits paid

    (15,964)

    (13,832)

    (9,843)

    (5,307)

    (5,967)

    (1,719)

    Plan amendments (a)

    (18,279)

    (6,406)

    (5,546)

    (6,894)

    (2,582)

    (1,125)

    Plan participant contributions

    1,693 

    1,833 

    1,323 

    771 

    846 

    20 

    Balance at 12/31/04

    179,358 

    201,264 

    115,796 

    57,578 

    54,849 

    26,902 

    Change in Plan Assets

    Fair value of assets at 12/31/03

    $68,876 

    $59,511 

    $- 

    $28,932 

    $33,158 

    $16,821 

    Actual return on plan assets

    5,657 

    4,773 

    2,154 

    2,340 

    1,495 

    Employer contributions

    16,729 

    14,540 

    8,520 

    5,521 

    4,870 

    4,691 

    Plan participant contributions

    1,693 

    1,833 

    1,323 

    771 

    846 

    20 

    Benefits paid

    (15,964)

    (13,832)

    (9,843)

    (5,307)

    (5,967)

    (1,719)

    Fair value of assets at 12/31/04

    $76,991 

    $66,825 

    $- 

    $32,071 

    $35,247 

    $21,308 

    Funded status

    ($102,367)

    ($134,439)

    ($115,796)

    ($25,507)

    ($19,602)

    ($5,594)

    Amounts not yet recognized

    in the balance sheet

    Unrecognized transition obligation

    6,567 

    30,310 

    3,057 

    2,810 

    13,929 

    119 

    Unrecognized prior service cost

    (4,013)

    919 

    (1,015) 

    418 

    (2,805)

    Unrecognized net loss

    79,185 

    57,089 

    44,723 

    28,429 

    15,620 

    9,699 

    Prepaid/(accrued) postretirement benefit cost recognized in the
    balance sheet



    ($20,628)



    ($47,040)



    ($67,097)



    $4,717



    $10,365 



    $1,419 

    (a)

    Reflects plan design changes, including a change in participation assumption for certain bargaining employees at Entergy Arkansas and Entergy Mississippi, effective January 1, 2004.


    2003

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in APBO

    Balance at 12/31/02

    $164,258 

    $167,678 

    $107,398 

    $53,398 

    $54,646 

    $21,410 

    Service cost

    6,560 

    5,701 

    3,322 

    1,866 

    948 

    1,553 

    Interest cost

    10,637 

    11,314 

    6,780 

    3,459 

    3,436 

    1,352 

    Actuarial loss

    20,340 

    24,731 

    13,445 

    6,004 

    4,536 

    3,104 

    Benefits paid

    (11,523)

    (11,411)

    (7,816)

    (4,040)

    (4,761)

    (616)

    Plan amendments (a)

    (14,561)

    (11,479)

    (16,862)

    (4,659)

    (5,146)

    (4,260)

    Plan participant contributions

    1,905 

    1,663 

    1,126 

    604 

    750 

    78 

    Curtailment loss

    8,849 

    5,496 

    4,830 

    1,081 

    625 

    2,561 

    Special termination benefits

    794 

    512 

    452 

    73 

    28 

    284 

    Balance at 12/31/03

    $187,259 

    $194,205 

    $112,675 

    $57,786 

    $55,062 

    $25,466 

    Change in Plan Assets

    Fair value of assets at 12/31/02

    $49,076 

    $50,001 

    $- 

    $23,420 

    $28,490 

    $13,569 

    Actual return on plan assets

    6,290 

    6,587 

    2,979 

    2,614 

    1,475 

    Benefits paid

    (11,523)

    (11,411)

    (7,816)

    (4,040)

    (4,761)

    (616)

    Employer contributions

    23,128 

    12,671 

    6,690 

    5,969 

    6,065 

    2,315 

    Plan participant contributions

    1,905 

    1,663 

    1,126 

    604 

    750 

    78 

    Fair value of assets at 12/31/03

    $68,876 

    $59,511 

    $- 

    $28,932 

    $33,158 

    $16,821 

    Funded status

    ($118,383)

    ($134,694)

    ($112,675)

    ($28,854)

    ($21,904)

    ($8,645)

    Amounts not yet recognized

    in the balance sheet

    Unrecognized transition obligation

    21,928 

    41,305 

    10,822 

    9,136 

    19,088 

    134 

    Unrecognized prior service cost

    (2,040)

    Unrecognized net loss

    71,855 

    49,401 

    38,551 

    22,745 

    12,595 

    8,748 

    Prepaid/(accrued) postretirement

    benefit cost recognized in the

    balance sheet

    ($24,600)

    ($43,988)

    ($63,302)

    $3,027 

    $9,779 

    ($1,803)

    (a)

    Reflects plan design changes, including a change in the participation assumption for non-bargaining employees effective August 1, 2003.

    Pension and Other Postretirement Plans' Assets

    Entergy's pension and postretirement plans weighted-average asset allocations by asset category at December 31, 2004 and 2003 are as follows:

     

    Pension

     

    Postretirement

     

    2004

     

    2003

     

    2004

     

    2003

     

     

     

     

     

     

     

     

    Domestic Equity Securities

    46%

     

    56%

     

    38%

     

    37%

    International Equity Securities

    21%

     

    14%

     

    14%

     

    0%

    Fixed Income Securities

    31%

     

    28%

     

    47%

     

    60%

    Other

    2%

     

    2%

     

    1%

     

    3%

    Entergy's trust asset investment strategy is to invest the assets in a manner whereby long-term earnings on the assets (plus cash contributions) provide adequate funding for retiree benefit payments. The mix of assets is based on an optimization study that identifies asset allocation targets in order to achieve the maximum return for an acceptable level of risk, while minimizing the expected contributions and pension and postretirement expense.

    In the optimization study, Entergy formulates assumptions (or hires a consultant to provide such analysis) about characteristics, such as expected asset class investment returns, volatility (risk), and correlation coefficients among the various asset classes. The future market assumptions used in the optimization study are determined by examining historical market characteristics of the various asset classes, and making adjustments to reflect future conditions expected to prevail over the study period.

    The optimization analysis utilized in Entergy's latest study produced the following approved asset class target allocations.

     

    Pension

     

    Postretirement

     

     

     

     

    Domestic Equity Securities

    45%

     

    37%

    International Equity Securities

    20%

     

    14%

    Fixed Income Securities

    31%

     

    49%

    Other (Cash and GACs)

    4%           

     

    0%          

    These allocation percentages combined with each asset class' expected investment return produced an aggregate return expectation for the five years following the study of 7.6% for pension assets, 5.4% for taxable postretirement assets, and 7.2% for non-taxable postretirement assets. These returns are not inconsistent with Entergy's disclosed expected pre-tax return on assets of 8.5% over the life of the respective liabilities.

    Since precise allocation targets are inefficient to manage security investments, the following ranges were established to produce an acceptable economically efficient plan to manage to targets:

    Pension

    Postretirement

    Domestic Equity Securities

    45% to 55%

    32% to 42%

    International Equity Securities

    15% to 25%

    9% to 19%

    Fixed Income Securities

    25% to 35%

    44% to 54%

    Other

    0% to 10%

    0% to 5%

    Accumulated Pension Benefit Obligation

    The accumulated benefit obligation for the domestic utility companies and System Entergy as December 31, 2004 and 2003 was:

     

     

    December 31,

     

     

    2004

     

    2003

     

     

    (In Thousands)

    Entergy Arkansas

     

    $558,283

     

    $509,382

    Entergy Gulf States

     

    $449,986

     

    $426,320

    Entergy Louisiana

     

    $341,681

     

    $309,066

    Entergy Mississippi

     

    $189,119

     

    $174,245

    Entergy New Orleans

     

    $69,202

     

    $59,610

    System Energy

     

    $79,641

     

    $64,661

    Estimated Future Benefit Payments

    Based upon the assumptions used to measure the company's pension and postretirement benefit obligation at December 31, 2004, and including pension and postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid over the next ten years will be as follows:

    Estimated Future
    Pension Benefits
    Payments

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Thousands)

    Year(s)

                

    2005

     

    $34,240

     

    $26,852

     

    $21,707

     

    $12,630

     

    $3,634

     

    $1,764

    2006

     

    $34,660

     

    $27,037

     

    $21,790

     

    $12,771

     

    $3,648

     

    $1,783

    2007

     

    $35,332

     

    $27,358

     

    $21,956

     

    $13,000

     

    $3,676

     

    $1,814

    2008

     

    $36,266

     

    $27,885

     

    $22,290

     

    $13,326

     

    $3,731

     

    $1,859

    2009

     

    $37,674

     

    $28,718

     

    $22,840

     

    $13,821

     

    $3,823

     

    $1,927

    2010 - 2014

     

    $227,605

     

    $167,679

     

    $130,644

     

    $82,964

     

    $21,870

     

    $11,552

    Estimated Future
    Other Postretirement
    Benefits Payments

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Thousands)

    Year(s)

                

    2005

     

    $13,588

     

    $12,638

     

    $8,528

     

    $4,127

     

    $4,565

     

    $1,311

    2006

     

    $12,989

     

    $12,280

     

    $8,182

     

    $3,849

     

    $4,162

     

    $1,390

    2007

     

    $13,362

     

    $12,901

     

    $8,402

     

    $3,993

     

    $4,268

     

    $1,464

    2008

     

    $13,500

     

    $13,381

     

    $8,545

     

    $4,095

     

    $4,353

     

    $1,522

    2009

     

    $13,707

     

    $13,808

     

    $8,642

     

    $4,133

     

    $4,443

     

    $1,620

    2010 - 2014

     

    $67,855

     

    $74,755

     

    $43,297

     

    $22,011

     

    $21,774

     

    $9,788

    Contributions

    The domestic utility companies and System Energy expect to contribute the following to the pension and other postretirement plans in 2005:

      

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Thousands)

    Pension Contributions

     

    $20,560

     

    $18,948

     

    $2,622

     

    $3,416

     

    $15,667

     

    $9,266

    Other Postretirement
      Contributions

     


    $16,063

     


    $14,317

     


    $8,528

     


    $4,159

     


    $4,436

     


    $1,732

    Additional Information

    The change in the minimum pension liability had no effect on other comprehensive income at the domestic utility companies and System Energy in 2004 or 2003. The change in the minimum pension liability included in regulatory assets at each of the domestic utility companies and System Energy was as follows for 2004 and 2003:


     

    Entergy Arkansas

     

    Entergy Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

      

    (In Thousands)

    2004

     

    $29,191

     

    $-

     

    $34,112 

     

    $13,820 

     

    $4,865

     

    $370

    2003

     

    $22,600

     

    $-

     

    ($38,755)

     

    ($3,446)

     

    $7,395

     

    $7,061

    Actuarial Assumptions

    The assumed health care cost trend rate used in measuring the APBO of the domestic utility companies and System Energy was 10% for 2005, gradually decreasing each successive year until it reaches 4.5% in 2011 and beyond. The assumed health care cost trend rate used in measuring the Net Other Postretirement Benefit Cost of the domestic utility companies and System Energy was 10% for 2004, gradually decreasing each successive year until it reaches 4.5% in 2010 and beyond. A one percentage point change in the assumed health care cost trend rate for 2004 would have the following effects:

     

     

    1 Percentage Point Increase

     

    1 Percentage Point Decrease

    2004

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

     

     

    Increase (Decrease)
    (In Thousands)

     

     

     

     

     

     

     

     

     

    Entergy Arkansas

     

    $14,980

     

    $1,548

     

    ($13,825)

     

    ($1,378)

    Entergy Gulf States

     

    $19,685

     

    $2,205

     

    ($17,932)

     

    ($1,918)

    Entergy Louisiana

     

    $9,930

     

    $1,021

     

    ($9,146)

     

    ($907)

    Entergy Mississippi

     

    $4,785

     

    $479

     

    ($4,418)

     

    ($428)

    Entergy New Orleans

     

    $3,998

     

    $362

     

    ($3,726)

     

    ($327)

    System Energy

     

    $3,152

     

    $448

     

    ($2,821)

     

    ($384)

    The significant actuarial assumptions used in determining the pension PBO and the SFAS 106 APBO for 2004, 2003, and 2002 were as follows:

    2004

     

    2003

     

    2002

    Weighted-average discount rate:

     

     

     

     

     

         Pension

    6.00%

     

    6.25%

     

    6.75%

        Other postretirement

    6.00%

     

    6.71%

     

    6.75%

    Weighted-average rate of increase
      in future compensation levels


    3.25%

     


    3.25%

     


    3.25%

    Expected long-term rate of
      return on plan assets:

     

     

     

     

     

        Taxable assets

    5.50%

     

    5.50%

     

    5.50%

        Non-taxable assets

    8.50%

     

    8.75%

     

    8.75%

    The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2004, 2003, and 2002 were as follows:

    2004

     

    2003

     

    2002

     

     

     

     

     

     

    Weighted-average discount rate

        Pension

    6.25%

     

    6.75%

     

    7.50%

        Other postretirement

    6.71%

    6.75%

    7.50%

    Weighted-average rate of increase
      in future compensation levels


    3.25%

     


    3.25%

     


    4.60%

    Expected long-term rate of
      return on plan assets:

     

     

     

     

     

        Taxable assets

    5.50%

     

    5.50%

     

    5.50%

        Non-taxable assets

    8.75%

     

    8.75%

     

    9.00%

    The domestic utility companies' and System Energy's remaining pension transition assets are being amortized over the greater of the remaining service period of active participants or 15 years ending in 2005, and their SFAS 106 transition obligations are being amortized over 20 years ending in 2012.

    Voluntary Severance Program

    In the second half of 2003, the domestic utility companies and System Energy offered a voluntary severance program to certain groups of employees. As a result of this program, in the fourth quarter 2003 the domestic utility companies and System Energy recorded additional pension and postretirement costs (including amounts capitalized) of $53.9 million for special termination benefits and plan curtailment charges. These amounts are included in the net pension cost and net postretirement benefit cost for the year ended December 31, 2003.

    Medicare Prescription Drug, Improvement and Modernization Act of 2003

    In December 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 into law. The Act introduces a prescription drug benefit under Medicare (Part D), starting in 2006, as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. At December 2003, specific authoritative guidance on the accounting for the federal subsidy was pending. As allowed by Financial Accounting Standards Board Staff Position No. FAS 106-1, Entergy elected to record an estimate of the effects of the Act in accounting for its postretirement benefit plans at December 31, 2003, under SFAS 106 and in providing disclosures required by SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits. At December 31, 2003, based on actuarial analysis of prescription drug benefits, estimated future Medicare subsidies were expected to reduce the Dec ember 31, 2003 Accumulated Postretirement Benefit Obligation by $56 million. For the year ended December 31, 2003 the impact of the Act on net postretirement benefit cost was immaterial, as it reflected only one month's impact of the Act.

    In 2004, Entergy continued to record the expected effects of the Act in accounting for its postretirement benefit plans. In mid-2004, the Financial Accounting Standards Board issued Staff Position No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which was effective for Entergy's June 30, 2004 interim reporting.

    In August 2004, the Centers for Medicare and Medicaid Services issued proposed regulations to implement the new Medicare law. A ruling from the Centers for Medicare and Medicaid Services was issued in late January 2005 with final guidance expected later this year.

    The actuarially estimated effect of future Medicare subsidies was as follows:

     

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

     

    System

     

     

    Arkansas

     

    Gulf States

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Energy

     

     

    Increase (Decrease)
    (In Thousands)

    Impact on 12/31/2003 APBO 

     

    ($28,824)

     

    ($25,603)

     

    ($16,194)

     

    ($9,888)

     

    ($8,035)

     

    ($3,811)

    Impact on 12/31/2004 APBO

     

    ($35,928)

     

    ($31,846)

     

    ($20,085)

     

    ($12,227)

     

    ($9,742)

     

    ($4,982)

    Impact on 2004 other postretirement benefit cost

     


    ($4,999)

     


    ($4,405)

     


    ($2,752)

     


    ($1,657)

     


    ($1,248)

     


    ($815)

    NOTE 11. RISK MANAGEMENT AND DERIVATIVES

    Market and Commodity Risks

    In the normal course of business, the domestic utility companies and System Energy are exposed to a number of market and commodity risks including power price risk, fuel price risk, foreign currency exchange rate risk, and equity price and interest rate risks. Market risk is the potential loss that the domestic utility companies and System Energy may incur as a result of changes in the market or fair value of a particular instrument or commodity. All financial and commodity-related instruments, including derivatives, are subject to market risk.

    The domestic utility companies and System Energy manage these risks through both contractual arrangements and derivatives. Contractual risk management tools include long-term power and fuel purchase agreements. The domestic utility companies and System Energy also use a variety of commodity and financial derivatives, including natural gas and electricity futures, forwards and options, and foreign currency forwards to manage the following risks:

    Gains and losses realized from derivative transactions used to manage power and fuel price risk are included in fuel costs recovered through rates. Accordingly, these gains and losses are accounted for as regulatory assets and liabilities prior to transaction maturity. Power price risk is managed primarily through the purchase of short-term forward contracts that are accounted for as normal purchases. Any option premiums paid to manage power price risk are booked with an offsetting regulatory asset or liability. The volume of these purchases is based on Entergy's demand forecast.

    Entergy manages fuel price risk for its Louisiana jurisdictions (Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States) and Entergy Mississippi primarily through the purchase of short-term swaps. These swaps are marked-to-market with offsetting regulatory assets or liabilities. The notional volumes of these swaps are based on a portion of projected purchases of gas for the summer (electric generation) and winter (gas distribution at Entergy Gulf States and Entergy New Orleans) peak seasons.

    Entergy Gulf States manages foreign currency exchange rate risk associated with the acquisition of nuclear fuel through the purchase of forwards that are accounted for as cash flow hedges. The notional volumes of these forwards are based on forecasted purchases and the realized gain or loss from these forwards is included in the capitalized cost of the applicable batches of nuclear fuel. Gains totaling approximately $6.4 million were realized during 2004 on the maturity of cash flow hedges. These realized gains resulted from foreign currency hedges related to Euro-denominated nuclear fuel acquisition contracts, and related gains or losses, when realized, are included in the capitalized cost of nuclear fuel. The ineffective portion of the change in the value of Entergy Gulf States' cash flow hedges during 2004 was insignificant. Entergy Gulf States has no outstanding cash flow hedges as of December 31, 2004.

    NOTE 12. DECOMMISSIONING TRUST FUNDS

    Entergy Arkansas

    Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2004 and 2003 are summarized as follows:

    2004

    Fair
    Value

    Total
    Unrealized
    Gains

    Total
    Unrealized
    Losses

    (In Millions)

    Equity

    $189.5

    $66.6

    $1.6

    Debt Securities

    194.3

    4.3

    1.9

        Total

    $383.8

    $70.9

    $3.5

    2003

    Equity

    $168.3

    $47.2

    $-

    Debt Securities

    192.2

    7.0

    1.2

        Total

    $360.5

    $54.2

    $1.2

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2004:

    Equity Securities

    Debt Securities

    Fair
    Value

    Gross
    Unrealized
    Losses

    Fair
    Value

    Gross
    Unrealized
    Losses

    (In Millions)

    Less than 12 months

    $0.7

    $-

    $87.4

    $1.6

    More than 12 months

    12.2

    1.6

    12.2

    0.3

        Total

    $12.9

    $1.6

    $99.6

    $1.9

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2004 is as follows:

    Fair
    Value

    (In Millions)

    less than 1 year

    $32.5

    1 year - 5 years

    128.3

    5 years - 10 years

    30.2

    10 years - 15 years

    3.3

    15 years - 20 years

    -

    20 years+

    -

      Total

    $194.3

    During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $1.7 million with gross gains of $17,098 and gross losses of $18,274.

    Entergy Gulf States

    Entergy Gulf States holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2004 and 2003 are summarized as follows:

    2004

    Fair
    Value

    Total
    Unrealized
    Gains

    Total
    Unrealized
    Losses

    (In Millions)

    Equity

    $138.1

    $20.4

    $0.8

    Debt Securities

    152.9

    8.8

    0.2

      Total

    $291.0

    $29.2

    $1.0

    2003

    Equity

    $119.4

    $8.0

    $0.2

    Debt Securities

    148.5

    10.4

    1.0

      Total

    $267.9

    $18.4

    $1.2

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2004:

    Equity Securities

    Debt Securities

    Fair
    Value

    Gross
    Unrealized
    Losses

    Fair
    Value

    Gross
    Unrealized
    Losses

    (In Millions)

    Less than 12 months

    $0.6

    $-

    $10.0

    $0.1

    More than 12 months

    10.5

    0.8

    2.3

    0.1

      Total

    $11.1

    $0.8

    $12.3

    $0.2

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2004 is as follows:

    Fair
    Value

    (In Millions)

    less than 1 year

    $8.7

    1 year - 5 years

    42.0

    5 years - 10 years

    51.3

    10 years - 15 years

    37.7

    15 years - 20 years

    11.0

    20 years+

    2.2

      Total

    $152.9

    During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $2.9 million with gross gains of $790 and gross losses of $98,852.

    Entergy Louisiana

    Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2004 and 2003 are summarized as follows:

    2004

    Fair
    Value

    Total
    Unrealized
    Gains

    Total
    Unrealized
    Losses

    (In Millions)

    Equity

    $92.5

    $17.1

    $2.5

    Debt Securities

    79.6

    2.8

    0.8

      Total

    $172.1

    $19.9

    $3.3

    2003

    Equity

    $74.6

    $6.0

    $-

    Debt Securities

    77.4

    3.3

    0.1

      Total

    $152.0

    $9.3

    $0.1

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2004:

    Equity Securities

    Debt Securities

    Fair
    Value

    Gross
    Unrealized
    Losses

    Fair
    Value

    Gross
    Unrealized
    Losses

    (In Millions)

    Less than 12 months

    $0.3

    $-

    $28.9

    $0.6

    More than 12 months

    15.5

    2.5

    8.2

    0.2

      Total

    $15.8

    $2.5

    $37.1

    $0.8

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2004 is as follows:

    Fair
    Value

    (In Millions)

    less than 1 year

    $38.8

    1 year - 5 years

    17.6

    5 years - 10 years

    12.4

    10 years - 15 years

    4.8

    15 years - 20 years

    6.0

    20 years+

    -

      Total

    $79.6

    During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $4.3 million with gross gains of $244,250 and gross losses of $25,882.

    System Energy

    System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31 2004 and 2003 are summarized as follows:

    2004

    Fair
    Value

    Total
    Unrealized
    Gains

    Total
    Unrealized
    Losses

    (In Millions)

    Equity

    $127.0

    $15.0

    $7.2

    Debt Securities

    78.1

    1.9

    0.6

      Total

    $205.1

    $16.9

    $7.8

    2003

    Equity

    $103.4

    $5.5

    $9.9

    Debt Securities

    69.5

    2.6

    0.3

      Total

    $172.9

    $8.1

    $10.2

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2004:

    Equity Securities

    Debt Securities

    Fair
    Value

    Gross
    Unrealized
    Losses

    Fair
    Value

    Gross
    Unrealized
    Losses

    (In Millions)

    Less than 12 months

    $0.4

    $-

    $40.4

    $0.5

    More than 12 months

    50.4

    7.2

    2.0

    0.1

      Total

    $50.8

    $7.2

    $42.4

    $0.6

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2004 is as follows:

    Fair
    Value

    (In Millions)

    less than 1 year

    $4.8

    1 year - 5 years

    22.4

    5 years - 10 years

    30.0

    10 years - 15 years

    7.9

    15 years - 20 years

    6.9

    20 years+

    6.1

      Total

    $78.1

    During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $7.5 million and gross gains of $32,362 and gross losses of $58,755.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy evaluate unrealized gains and losses at the end of each period to determine whether an other than temporary impairment has occurred. This analysis considers the length of time that a security has been in a loss position, the current performance of that security, and whether decommissioning costs are recovered in rates. No significant impairments were recorded in 2004 and 2003 as a result of these evaluations.

    Due to the regulatory treatment of decommissioning collections and trust fund earnings, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy record regulatory assets or liabilities for unrealized gains and losses on trust investments. For the unregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains or losses in other deferred credits.

    NOTE 13. TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Each domestic utility company purchases electricity from and sells electricity to the other domestic utility companies, and System Energy under rate schedules filed with FERC. The domestic utility companies and System Energy purchase fuel from System Fuels; receive management, technical, advisory, operating, and administrative services from Entergy Services; and receive management, technical, and operating services from Entergy Operations. Pursuant to SEC rules under PUHCA and the Federal Power Act, these transactions are on an "at cost" basis. In addition, Entergy Power sells electricity to Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans, and RS Cogen sells electricity to Entergy Louisiana and Entergy New Orleans.

    As described in Note 1 to the domestic utility companies and System Energy financial statements, all of System Energy's operating revenues consist of billings to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

    Additionally, as described in Note 4 to the domestic utility companies and System Energy financial statements, the domestic utility companies and System Energy participate in the Entergy's money pool and earn interest income from the money pool. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also receive interest income from System Fuels, Inc.

    The tables below contain the various affiliate transactions of the domestic utility companies, System Energy, and other Entergy affiliates.

    Intercompany Revenues

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

    $256.8

     

    $52.5

     

    $96.6

     

    $47.6

     

    $117.8

     

    $545.4

    2003

     

    $242.3

     

    $42.8

     

    $102.4

     

    $27.6

     

    $85.5

     

    $583.8

    2002

     

    $172.6

     

    $28.8

     

    $8.8

     

    $70.6

     

    $7.1

     

    $602.5

    Intercompany Operating Expenses

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

     

     

    (In Millions)

     

     

    (1)

     

     

     

    (2)

     

     

     

    (3)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

    $467.5

     

    $558.2

     

    $491.8

     

    $484.4

     

    $228.4

     

    $109.4

    2003

     

    $460.6

     

    $438.6

     

    $444.6

     

    $458.6

     

    $211.2

     

    $118.0

    2002

     

    $456.7

     

    $321.2

     

    $389.7

     

    $298.6

     

    $166.7

     

    $109.0

    (1)

    Includes $2.3 million in 2004, $0.1 million in 2003, and $0.7 million in 2002 for power purchased from Entergy Power.

    (2)

    Includes power purchased from Entergy Power and RS Cogen LLC in 2004 of $9.1 million and $33.0 million, respectively, and in 2003 of $5.9 million and $19.1 million, respectively.

    (3)

    Includes power purchased from Entergy Power and RS Cogen LLC in 2004 of $9.0 million and $10.6 million, respectively, and in 2003 of $5.7 million and $6.9 million, respectively.

    Intercompany Interest Income

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

    $0.6

     

    $0.4

     

    $1.1

     

    $0.6

     

    $0.2

     

    $0.6

    2003

     

    $0.6

     

    $0.4

     

    $1.2

     

    $0.3

     

    $0.2

     

    $0.1

    2002

     

    $1.0

     

    $0.3

     

    $0.7

     

    $0.4

     

    $0.2

     

    $0.9

    NOTE 14. QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The business of the domestic utility companies and System Energy is subject to seasonal fluctuations with the peak periods occurring during the third quarter. Operating results for the four quarters of 2004 and 2003 were:

    Operating Revenue

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $363,461 

     

    $638,996 

     

    $488,046 

     

    $236,829 

     

    $169,767 

     

    $127,168 

      Second Quarter

     

    $405,509 

     

    $685,313 

     

    $555,511 

     

    $289,573 

     

    $186,337 

     

    $132,720 

      Third Quarter

     

    $481,103 

     

    $840,630 

     

    $668,240 

     

    $390,337 

     

    $200,036 

     

    $144,052 

      Fourth Quarter

     

    $403,072 

     

    $717,445 

     

    $515,189 

     

    $296,890 

     

    $179,728 

     

    $141,441 

    2003:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $362,749 

     

    $584,354 

     

    $462,361

     

    $227,369 

     

    $140,907 

     

    $141,985

      Second Quarter

     

    $394,884 

     

    $700,635 

     

    $569,580

     

    $261,899 

     

    $154,065 

     

    $144,764

      Third Quarter

     

    $469,925 

     

    $777,182 

     

    $646,503

     

    $309,739 

     

    $203,751 

     

    $141,239

      Fourth Quarter

     

    $362,112 

     

    $577,566 

     

    $487,126

     

    $236,353 

     

    $155,293 

     

    $155,832

    Operating Income (Loss)

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $48,566 

     

    $88,312 

     

    $48,318 

     

    $22,724

     

    $15,487 

     

    $57,767 

      Second Quarter

     

    $80,669 

     

    $101,832 

     

    $84,357 

     

    $42,157

     

    $22,880 

     

    $59,585 

      Third Quarter

     

    $123,910 

     

    $127,838 

     

    $87,130 

     

    $52,003

     

    $24,450 

     

    $59,601 

      Fourth Quarter

     

    $40,590 

     

    $41,437 

     

    $41,710 

     

    $29,730

     

    ($4,878)

     

    $56,181 

    2003:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $67,130 

     

    $75,693 

     

    $89,362 

     

    $30,096 

     

    ($1,887)

     

    $55,739

      Second Quarter

     

    $92,939 

     

    $99,150 

     

    $91,304 

     

    $44,625 

     

    $17,311 

     

    $54,029

      Third Quarter

     

    $135,790 

     

    $146,063 

     

    $108,232 

     

    $53,173 

     

    $28,230 

     

    $65,791

      Fourth Quarter

     

    $1,330 

     

    ($13,136)

     

    $13,325 

     

    $13,753 

     

    ($15,736)

     

    $62,853

    Net Income (Loss)

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $19,276 

     

    $41,728 

     

    $21,211 

     

    $8,637 

     

    $7,114 

     

    $24,664 

      Second Quarter

     

    $43,277 

     

    $55,591 

     

    $43,713 

     

    $20,808 

     

    $12,319 

     

    $25,532 

      Third Quarter

     

    $67,944 

     

    $82,456 

     

    $45,496 

     

    $27,873 

     

    $13,189 

     

    $27,505 

      Fourth Quarter

     

    $11,713 

     

    $12,489 

     

    $17,075 

     

    $16,179 

     

    ($4,550)

     

    $28,247 

    2003:

     

     

     

     

     

     

     

     

     

     

     

     

      First Quarter

     

    $27,145 

     

    $11,792(a)

     

    $43,807 

     

    $12,316 

     

    ($4,327)

     

    $23,735

      Second Quarter

     

    $47,537 

     

    ($20,124)

     

    $45,713 

     

    $22,350 

     

    $9,580 

     

    $22,820

      Third Quarter

     

    $69,319 

     

    $82,283 

     

    $57,863 

     

    $25,804 

     

    $14,118 

     

    $28,515

      Fourth Quarter

     

    ($17,992)

     

    ($31,389)

     

    ($1,229)

     

    $6,588 

     

    ($11,512)

     

    $30,933

    (a)

    Entergy Gulf States' net income before the cumulative effect of accounting change for the first quarter of 2003 was $33,125.

     

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF RETAINED EARNINGS
     
      For the Years Ended December 31,
      2007 2006 2005
      (In Thousands)
           
    Retained Earnings, January 1 $68,036 $104,278 $105,234
           
      Add:      
        Net income 136,081 140,258 111,644
           
      Deduct:      
        Dividends declared 131,100 176,500 112,600
           
    Retained Earnings, December 31 $73,017 $68,036 $104,278
           
           
    See Notes to Financial Statements.      
           

    344

    SYSTEM ENERGY RESOURCES, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
               
      2007 2006 2005 2004 2003
      (Dollars In Thousands)
               
    Operating revenues $553,193 $555,459 $533,929 $545,381 $583,820
    Net Income $136,081 $140,258 $111,644 $105,948 $106,003
    Total assets $2,858,760 $2,853,240 $3,046,039 $3,028,805 $2,880,724
    Long-term obligations (1) $824,824 $752,052 $882,949 $887,448 $898,377
    Electric energy sales (GWh) 8,440 9,727 9,070 9,212 9,812
               
    (1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
               
               
       

    345

    Item 2.Properties

    Information regarding the registrant's properties is included in Part I. Item 1. - Business under the sections titled "Utility - Property and Other Generation Resources" and "Non-Utility Nuclear - Property" in this report.

    Item 3.Legal Proceedings

    Details of the registrant's material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of 20042007 are discussed in Part I. Item 1. - Business under the sections titled "Retail Rate Regulation", "Wholesale Rate Matters","Environmental Regulation", and"Litigation" in this report.

    Item 4.Submission of Matters to a Vote of Security Holders

    During the fourth quarter of 2004,2007, no matters were submitted to a vote of the security holders of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, andor System Energy Resources.Energy.

    DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION

    Directors

    Information required by this item concerning directors of Entergy Corporation is set forth under the heading "Proposal"Item 1--Election of Directors" contained in the Proxy Statement of Entergy Corporation, (the "Proxy Statement"), to be filed in connection with its Annual Meeting of Stockholders to be held May 13, 2005,2, 2008 ("Annual Meeting"), and is incorporated herein by reference. Information required by this item concerning officers and directors of the remaining registrants is reported in Part III of this document.

    Executive Officers

    Name

    Age

    Position

    Period

    J. Wayne Leonard (a)

    5457

    Chairman of the Board of Entergy Corporation

    2006-Present

    Chief Executive Officer and Director of Entergy
      Corporation

    1999-Present

    Richard J. Smith (a)

    5356

    President and Chief Operating Officer of Entergy
      Corporation

    2007-Present

    Group President, Utility Operations of Entergy Corporation,
      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
      Entergy Mississippi, and Entergy New Orleans

    2001-Present2001-2007

    Director of Entergy Arkansas, Entergy Gulf States, Entergy
      Louisiana and Entergy Mississippi and

    2001-2007

    Director of Entergy New Orleans

    2001-Present2001-2005

    Senior Vice

    Gary J. Taylor (a)

    54

    Group President, Transition ManagementUtility Operations of Entergy
    Corporation

    2000-20012007-Present

    Director of Entergy Arkansas, Entergy Gulf States
      Louisiana, Entergy Louisiana, Entergy Mississippi and
      Entergy Texas

    2007-Present

    Executive Vice President and Chief Nuclear Officer of
      Entergy Corporation

    2004-2007

    Director, President and Chief Executive Officer of System
      Energy

    2003-2007

    Leo P. Denault (a)

    4548

    Executive Vice President and Chief Financial Officer of
      Entergy Corporation

    2004-Present

    Director of Entergy Arkansas, Entergy Gulf States Entergy
      Louisiana, Entergy Mississippi,Louisiana, Entergy New Orleans,Mississippi and
      System Energy

    2004-Present

    346

    Director of Entergy Texas

    2007-Present

    Director of Entergy New Orleans

    2004-2005

    Vice President, , Corporate Development and Strategic
      Planning of Entergy Services, Inc.

    1999-2004

    Curtis L. Hebert, Jr. (a)

    4245

    Executive Vice President, External Affairs of Entergy
      Corporation

    2001-Present

    Chairman and Commissioner of the Federal Energy
      Regulatory Commission

    1997-2001

    Michael R. Kansler (a)

    53

    Executive Vice President and Chief Nuclear Officer of
      Entergy Corporation, Entergy Gulf States Louisiana and
      Entergy Texas

    2007-Present

    Director, President and Chief Executive Officer of System
      Energy

    2007-Present

    President of Entergy Nuclear Operations, Inc.

    2003-2007

    Mark T. Savoff (a)

    4851

    Executive Vice President, Operations of Entergy
      Corporation

    2004-Present

    Director of Entergy Arkansas, Entergy Gulf States Entergy
      Louisiana, Entergy Louisiana and Entergy Mississippi and

    2004-Present

    Director of Entergy Texas

    2007-Present

    Director of Entergy New Orleans

    2004-Present2004-2005

    Executive Vice President of Entergy Services, Inc.

    2003-Present

    President, General Electric Power Systems - GE Nuclear
      Energy, San Jose, CA

    2000-2003

    Robert D. Sloan (a)

    5760

    Executive Vice President, General Counsel and Secretary of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States Louisiana, Entergy Louisiana, Entergy Mississippi,
      Entergy
    New Orleans, and System Energy

    2004-Present

    Executive Vice President, General Counsel and Secretary of
      Entergy Texas

    2007-Present

    Senior Vice President, General Counsel and Secretary of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States, Entergy Louisiana, Entergy Mississippi, and
      Entergy New Orleans

    2003-2004

    Vice President, General Counsel of GE Industrial Systems,
      Plainville, CT

    1998-2003

    Gary J. TaylorTheodore H. Bunting, Jr. (a)

    51

    Executive Vice President and Chief Nuclear Officer of
      Entergy Corporation

    2004-Present

    Director, President and Chief Executive Officer of System
      Energy

    2003-Present

    Senior Vice President and Chief Operating Officer of
      Entergy Operations, Inc.

    2000-2003

    Nathan E. Langston (a)

    5649

    Senior Vice President and Chief Accounting Officer of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States Louisiana, Entergy Louisiana, Entergy Mississippi,
      Entergy
    New Orleans, Entergy Texas and System Energy

    2001-Present2007-Present

    Vice President and Chief AccountingFinancial Officer, of EntergyNuclear
      Corporation, Entergy Arkansas, Entergy Gulf States,
      Entergy Louisiana, Entergy Mississippi, Entergy New
      Orleans, andOperations of System Energy

    1998-20012004-2007

    Vice President and Chief Financial Officer of Entergy
      Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
      Mississippi and Entergy New Orleans

    2002-2004

    William E. MadisonTerry R. Seamons (a)

    5866

    Senior Vice President - Human Resources and
      Administration of Entergy Corporation

    2002-Present2007-Present

    Senior Vice President - Human Resources and
      Administration Managing Director of Entergy Arkansas, Entergy Gulf States,
      Entergy Louisiana, Entergy Mississippi, and Entergy New
      OrleansRHR, International

    2001-Present

    Senior Vice President & Chief Human Resources Officer,
      Avis Group Holdings, Inc. - Garden City, New York

    2000-2001

    President, US Region and Vice President, Global Human
      Resource Strategy, E.I. DuPont de Nemours, Wilmington,
      Delaware

    1997-20001984-2007

    347

    (a)

    In addition, this officer is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.

    Each officer of Entergy Corporation is elected yearly by the Board of Directors.

     

    PART II

    Item 5.Market for Registrants' Common Equity and Related Stockholder Matters

    Entergy Corporation

    The shares of Entergy Corporation's common stock are listed on the New York Stock and Chicago Stock and Pacific Exchanges under the ticker symbol ETR.

                Entergy Corporation's stock price as of February 28, 2005 was $69.12.

    The high and low prices of Entergy Corporation's common stock for each quarterly period in 20042007 and 20032006 were as follows:

    2004

     

    2003

    2007

     

    2006

    High

     

    Low

     

    High

     

    Low

    High

     

    Low

     

    High

     

    Low

    (In Dollars)

    (In Dollars)

                  

    First

    60.20

     

    56.01

     

    49.55

     

    42.26

    106.13

     

    89.60

     

    72.97

     

    67.97

    Second

    59.92

     

    50.64

     

    54.38

     

    45.90

    120.47

     

    104.00

     

    72.97

     

    66.78

    Third

    61.98

     

    54.43

     

    54.99

     

    47.75

    111.95

     

    91.94

     

    80.00

     

    70.80

    Fourth

    68.67

     

    60.08

     

    57.24

     

    51.06

    125.00

     

    108.21

     

    94.03

     

    78.38

    Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 20042007 and 2003.2006. In 2004,2007, dividends of $0.45 per share were paid in the first three quarters, and a dividend of $0.54 per share was paid in the fourth quarter. In 2003, dividends of $0.35 per share were paid in the first and second quarters, and dividends of $0.45$0.75 per share were paid in the third and fourth quarters. Quarterly dividends of $0.54 per share were paid in 2006.

    As of February 28, 2005,January 31, 2008, there were 51,56143,388 stockholders of record of Entergy Corporation.

                Entergy Corporation's future ability to pay dividends is discussed in Note 7 to the consolidated financial statements. In addition to the restrictions described in Note 7, PUHCA provides that, without approval of the SEC, the unrestricted, undistributed retained earnings of any Entergy Corporation subsidiary are not available for distribution to Entergy Corporation's common stockholders until such earnings are made available to Entergy Corporation through the declaration of dividends by such subsidiaries.

    Unregistered Sales of Equity Securities and Use Ofof Proceeds

    Issuer Purchases of Equity Securities (1)

    Period

     

    Total Number
    of Shares
    Purchased

     

    Average Price
    Paid
    per Share

     

    Total Number of
    Shares Purchased
    as Part of a Publicly
    Announced Plan

     

    Maximum
    $ Amount
    of Shares that
    May Yet to be
    Purchased
    Under the Plan

     

     

     

     

     

     

     

     

     

    10/01/2004-10/31/2004

     

    2,135,000

     

    $62.05

     

    2,135,000

     

    $1,293,054,803 

    11/01/2004-11/30/2004

     

    2,931,000

     

    $65.55

     

    2,931,000

     

    $1,124,355,785 

    12/01/2004-12/31/2004

     

    4,183,800

     

    $66.24

     

    4,183,800

     

    $999,999,962(2)

    Total

     

    9,249,800

     

    $65.04

     

    9,249,800

     

     

    Period

     

    Total Number of
    Shares Purchased

     

    Average Price Paid
    per Share

     

    Total Number of
    Shares Purchased as Part of a Publicly
    Announced Plan

     

    Maximum $ Amount
    of Shares that May
    Yet be Purchased Under a Plan (2)

     

     

     

     

     

     

     

     

     

    10/01/2007-10/31/2007

     

    -

     

    $-

     

    -

     

    $631,387,624

    11/01/2007-11/30/2007

     

    770,000

     

    $117.30

     

    770,000

     

    $590,950,924

    12/01/2007-12/31/2007

     

    849,300

     

    $119.01

     

    849,300

     

    $1,002,605,862 (3)

    Total

     

    1,619,300

     

    $118.19

     

    1,619,300

     

     

    348

    1. In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In addition to this authority, on January 29, 2007, the Board approved a repurchase program under which Entergy is authorized to repurchase up to $1.5 billion of its common stock. The program does not have an expiration date, but Entergy expects to complete it in 2008. In 2007, Entergy repurchased 11,581,842 shares of common stock under both programs for a total purchase price of $1.22 billion. See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.
    2. Maximum amo unt of shares that may yet be repurchased relates only to the $1.5 billion plan and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.
    3. In January 2008, the Board authorized an incremental $500 million share repurchase program to enable Entergy to consider opportunistic purchases in response to equity market conditions.

    The amount of share repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.

    Comparison of Five-Year Cumulative Return

    The following graph compares the performance of the common stock of Entergy Corporation to the S&P 500 index and the Philadelphia Utility Index (each of which includes Entergy Corporation) for the last five years.

    Years ended December 31,

    2002

    2003

    2004

    2005

    2006

    2007

    Entergy Corporation

    $100

    $128.82

    $156.67

    $164.13

    $225.89

    $298.76

    S&P 500

    $100

    $128.36

    $142.14

    $149.01

    $172.27

    $134.43

    Philadelphia Utility Index

    $100

    $124.08

    $155.63

    $183.64

    $219.60

    $180.11

    (1)

    In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According toAssumes $100 invested at the plans, these shares can be newly issued shares, treasury stock, or shares purchasedclosing price on the open market. See Note 7 to the consolidated financial statements for additional discussion of the stock-based compensation plan. Entergy's management has been authorized to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans, and this authorization does not have an expiration date. In August 2004, Entergy announced a program under whichDecember 31, 2002 in Entergy Corporation will repurchase up to $1.5 billioncommon stock, the S&P 500, and the Philadelphia Utility Index, and reinvestment of its common stock. The program extends through the end of 2006. This repurchase program is incremental to the existing authority to repurchase shares to fund the exercise of employee stock options. The amount of repurchases under the program may vary as a result of material changes in business results or capital spending, or as a result of material new investment opportunities.

    (2)

    Maximum amount of shares that may yet be repurchased relates only to the $1.5 billion plan and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.all dividends.

    349

    Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

    There is no market for the common stock of Entergy Corporation's wholly owned subsidiaries. Cash dividends on common stock paid by the domestic utility companies and System EnergyRegistrant Subsidiaries to Entergy Corporation during 20042007 and 2003,2006, were as follows:

     

    2004

     

    2003

     

    2007

     

    2006

     

    (In Millions)

     

    (In Millions)

            

    Entergy Arkansas

     

    $85.8

     

    $69.6

     

    $181.6

     

    $158.0

    Entergy Gulf States

     

    $94.3

     

    $68.1

    Entergy Gulf States Louisiana

     

    $97.8

     

    $213.2

    Entergy Louisiana

     

    $116.5

     

    $145.5

     

    $-

     

    $-

    Entergy Mississippi

     

    $46.8

     

    $31.7

     

    $30.3

     

    $5.0

    Entergy New Orleans

     

    $5.2

     

    $3.0

     

    $-

     

    $-

    System Energy

     

    $104.6

     

    $105.0

     

    $131.1

     

    $176.5

    Information with respect to restrictions that limit the ability of the domestic utility companies and System EnergyRegistrant Subsidiaries to pay dividends is presented in Note 7 to the domestic utility companies and System Energy financial statements.

    Item 6.Selected Financial Data

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

    Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

    Refer to"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, LOUISIANA,INC.L.L.C., ENTERGY LOUISIANA, INC.,LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC."

    Item 7A.Quantitative and Qualitative Disclosures About Market Risk

    Refer to"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS-Significant Factors and Known Trends - Market and Credit RisksRisk Sensitive Instruments OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC.SUBSIDIARIES."

    Item 8.Financial Statements and Supplementary Data

    Refer to"TABLE OF CONTENTS - Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Inc.Louisiana, L.L.C., Entergy Louisiana, Inc.,LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc."

    Item 9.Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

    No event that would be described in response to this item has occurred with respect to Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, or System Energy.

    350

    Item 9A.Controls and Procedures

    Disclosure Controls and Procedures

    As of December 31, 2004,2007, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy (individuallyResources (each individually a "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrant's or Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specif iedspecified in SecuritiesSecuritie s and Exchange Commission rules and forms.forms; and that the Registrant's or Registrants' disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant's or Registrants' management, including their respective CEOs and CFOs, as appropriate to allow timely decisions regarding required disclosure.

    Internal Control Overover Financial Reporting

    (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The managements of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Resources (individually "Registrant" and collectively the "Registrants") are responsible for establishing and maintaining adequate internal control over financial reporting for the Registrants. Each Registrant's internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of each Registrant's financial statements presented in accordance with generally accepted accounting principles.

    All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

    Each Registrant's management assessed the effectiveness of each Registrant's internal control over financial reporting as of December 31, 2004.2007. In making this assessment, each management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

    Based on each management's assessment and the criteria set forth by COSO, each Registrant's management believes that each Registrant maintained effective internal control over financial reporting as of December 31, 2004.2007.

    The Registrants' registered public accounting firm has issued an attestation report on each management's assessment of each Registrant's internal control over financial reporting.

    Changes in Internal Controls over Financial Reporting

    Under the supervision and with the participation of the Registrants' management, including their respective CEOs and CFOs, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended December 31, 2007 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

    351

    Attestation Report of Registered Public Accounting Firm

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Corporation and Subsidiaries
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Controlinternal control over Financial Reporting, thatfinancial reporting of Entergy Corporation and Subsidiaries (the "Company""Corporation") maintained effective internal control over financial reporting as of December 31, 2004,2007, based on criteria established inInternal Control--IntegratedControl -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company'sCorporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company'sCorporation's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness may exist, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of th e company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established inInternal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007 of the Corporation and our report dated February 28, 2008 expressed an unqualified opinion on those consolidated financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, LA
    February 28, 2008

    352

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Arkansas, Inc.

    We have audited the internal control over financial reporting of Entergy Arkansas, Inc. (the "Company") as of December 31, 2007, based on criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of th e company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2007 of the Company and our report dated February 28, 2008 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, LA
    February 28, 2008

    353

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Members
    Entergy Gulf States Louisiana, L.L.C.

    We have audited the internal control over financial reporting of Entergy Gulf States Louisiana, L.L.C. (the "Company") as of December 31, 2007, based on criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the United Statesaccompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of America.the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy Corporation and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2004 of the Company and our report dated March 8, 2005 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Arkansas, Inc.
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that Entergy Arkansas, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy Arkansas, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy Arkansas, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20042007, of the Company and our report dated March 8, 2005February 28, 2008, expressed an unqualified opinion on those financial statements.statements and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities to Entergy Texas, Inc. as part of a jurisdictional separation plan.

    DELOITTE & TOUCHE LLP

    New Orleans, LouisianaLA
    March 8, 2005February 28, 2008

    354

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and ShareholdersMembers
    Entergy Gulf States, Inc.Louisiana, LLC
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that Entergy Gulf States, Inc. (the "Company") maintained effective internal control over financial reporting of Entergy Louisiana, LLC (the "Company") as of December 31, 2004,2007, based on criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theth e company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy Gulf States, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy Gulf States, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20042007 of the Company and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, LouisianaLA
    March 8, 2005February 28, 2008

    355

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Louisiana,Mississippi, Inc.
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that Entergy Louisiana, Inc. (the "Company") maintained effective internal control over financial reporting of Entergy Mississippi, Inc. (the "Company") as of December 31, 2004,2007, based on criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theth e company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy Louisiana, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy Louisiana, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20042007 of the Company and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, LouisianaLA
    March 8, 2005February 28, 2008

    356

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Mississippi, Inc.
    New Orleans, LouisianaInc.

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that Entergy Mississippi, Inc. (the "Company") maintained effective internal control over financial reporting of Entergy New Orleans, Inc. (the "Company") as of December 31, 2004,2007, based on criteria established inInternal Control--IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companycom pany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy Mississippi, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy Mississippi, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control--IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20042007 of the Company and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion and includes an explanatory paragraph regarding the receipt of an order from the Bankruptcy Court confirming the plan of reorganization which became effective after the close of business on those financial statements.May 8, 2007.

    DELOITTE & TOUCHE LLP

    New Orleans, LouisianaLA
    March 8, 2005February 28, 2008

    357

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and ShareholdersShareholder
    Entergy New Orleans,System Energy Resources, Inc.
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that Entergy New Orleans, Inc. (the "Company") maintained effective internal control over financial reporting System Energy Resources, Inc. (the "Company") as of December 31, 2004,2007, based on criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting, including the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.opinion.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companycom pany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that Entergy New Orleans, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, Entergy New Orleans, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,2007, based on the criteria established inInternal Control--IntegratedControl - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20042007 of the Company and our report dated March 8, 2005February 28, 2008 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    System Energy Resources, Inc.
    New Orleans, Louisiana

    We have audited management's assessment, included in the accompanying Internal Control over Financial Reporting, that System Energy Resources, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that System Energy Resources, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, System Energy Resources, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established inInternal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2004 of the Company and our report dated March 8, 2005 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, LouisianaLA
    March 8, 2005February 28, 2008

     

    Item 9B.Other Information

                On March 9, 2005 Entergy Corporation borrowed $15 million under its $965 million, 3-year credit facility, dated as of May 13, 2004, among Entergy Corporation, Citibank, N.A., as Administrative Agent and LC Issuing Bank, ABN AMRO Bank, N.V., as LC Issuing Bank, and several banks party thereto (the 3-Year Facility).  Entergy Corporation described material terms of the 3-Year Facility in its Report on Form 10-Q for the quarterly period ended June 30, 2004, and filed the agreement as Exhibit 4(d).

                In addition to the 3-Year Facility, Entergy Corporation also maintains (i) a $500 million, 5-year credit facility, dated as of December 14, 2004, among Entergy Corporation, Citibank, N.A., as bank and administrative agent, and several banks party thereto (the 5-Year Facility); and (ii) Credit Agreements, dated as of May 31, 2002 and November 24, 2003, among Entergy Corporation, Bayerische Hypo-und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (the Hypo Term Loans).  The table below includes the borrowings outstanding and capacity available under these facilities as of March 7, 2005.


    Facility


    Capacity


    Borrowings

    Letters
    of Credit

    Capacity
    Available

     

    (In Millions)

         

    3-Year Facility

    $965      

    $403       

    $50        

    $512        

    5-Year Facility

    $500      

    $75       

    -        

    $425        

    Hypo Term Loans

    $95      

    $95       

    -        

    -        

    358

     

    PART III

    Item 10.Directors and Executive Officers of the Registrants (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and System Energy)Orleans)

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

    Name

    Age

    Position

    Period

    ENTERGYARKANSAS, INC.

    Directors

    Hugh T. McDonald

    4649

    President and Chief Executive Officer of Entergy Arkansas

    2000-Present

    Director of Entergy Arkansas

    2000-Present

    Senior Vice President, Retail of Entergy Services, Inc.

    1999-2000

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    RichardGary J. SmithTaylor

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Jay A. Lewis

    4346

    Vice President and Chief Financial Officer - Utility Operations Group of
      Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana,
      Entergy Mississippi and Entergy New Orleans

    2004-Present

    Vice President and Chief Financial Officer - Utility Operations Group of
      Entergy Texas

    2007-Present

    Director, Accounting Policy and Research of Entergy Services, Inc.

    1999 - 2004

    Theodore H. Bunting, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. LangstonMichael R. Kansler

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Hugh T. McDonald

    See information under the Entergy Arkansas Directors Section above.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Terry R. Seamons

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY GULF STATES INC.LOUISIANA, L.L.C.

    Directors

    E. Renae Conley

    4750

    Director of Entergy Gulf States Louisiana and Entergy Louisiana

    2000-Present

    President and Chief Executive Officer - LA of Entergy Gulf States Louisiana
      and Entergy Louisiana

    2000-Present

    Vice President, Investor Relations of Entergy Services

    1999-2000

    Joseph F. Domino

    56

    Director of Entergy Gulf States

    1999-Present

    President and Chief Executive Officer - TX of Entergy Gulf States

    1998-Present

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    RichardGary J. SmithTaylor

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Theodore H. Bunting, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    E. Renae Conley

    See information under the Entergy Gulf States Louisiana Directors
      Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Joseph F. Domino359

    See information under the Entergy Gulf States Directors Section above.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. LangstonMichael R. Kansler

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. MadisonMark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. SavoffTerry R. Seamons

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY LOUISIANA, INC.LLC

    Directors

    E. Renae Conley

    See information under the Entergy Gulf States Louisiana Directors Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    RichardGary J. SmithTaylor

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Theodore H. Bunting, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    E. Renae Conley

    See information under the Entergy Gulf States Louisiana Directors Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. LangstonMichael R. Kansler

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. MadisonMark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. SavoffTerry R. Seamons

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY MISSISSIPPI, INC.

    Directors

    Carolyn C. Shanks

    4346

    President and Chief Executive Officer of Entergy Mississippi

    1999-Present

    Director of Entergy Mississippi

    1999-Present

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    RichardGary J. SmithTaylor

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Theodore H. Bunting, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. LangstonMichael R. Kansler

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. MadisonMark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff360

    Terry R. Seamons

    See information under the Entergy Corporation Officers Section in Part I.

    Carolyn C. Shanks

    See information under the Entergy Mississippi Directors Section above.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY NEW ORLEANS, INC.

    Directors

    Daniel F. Packer

    57

    Roderick K. West

    39

    President and Chief Executive Officer of Entergy New Orleans

    1998-Present2007-Present

    Director of Entergy New Orleans

    2005-Present

    Director, Metro Distribution Operations of Entergy Services, Inc.

    2005-2006

    Region Manager, Distribution Operations of Entergy Services, Inc.

    2003-2005

    Director, Regulatory Affairs of Entergy New Orleans

    2001-2003

    Tracie L. Boutte

    44

    Director of Entergy New Orleans

    2005-Present

    Vice President, Regulatory Affairs - New Orleans of Entergy New
      Orleans

    2004-Present

    Vice President, Gas Distribution - Entergy Services, Inc.

    2002-2004

    William J. Burroughs

    51

    Director of Entergy New Orleans

    2007-Present

    Vice President, Gas Distribution Business of Entergy Services, Inc.

    2006-Present

    Manager of Entergy Services, Inc.

    1998-2006

    Daniel F. Packer

    60

    Chairman of the Board of Entergy New Orleans

    1999-2007

    Chief Executive Officer of Entergy New Orleans

    1998-2006

    President of Entergy New Orleans

    1997-Present1997-2006

    Director of Entergy New Orleans

    1996-Present1996-2007

    Leo P. DenaultOfficers

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    OfficersTheodore H. Bunting, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. LangstonMichael R. Kansler

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Daniel F. Packer

    See information under the Entergy New Orleans Directors Section above.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    SYSTEM ENERGY RESOURCES, INC.

    Directors

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Steven C. McNeal

    Director of System Energy

    2004-Present

    Vice President and Treasurer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,  Entergy New Orleans, and System Energy

    1998-Present

    Officers

    Theodore Bunting

    46

    Vice President and Chief Financial Officer - Nuclear Operations of System Energy

    2004 - Present

    Vice President and Chief Financial Officer of Entergy Arkansas,   Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and    Entergy New Orleans

    2002 - 2004

    Vice President and Chief Financial Officer - Operations of Entergy Services

    2000 - 2002

    Director, Utility Operations of Entergy Services

    1999 - 2000

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. SavoffTerry R. Seamons

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    Roderick K. West

    See information under the Entergy New Orleans Directors Section above.

    Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder, Entergy Corporation, at its annual meeting.meeting, with the exception of the directors and officers of Entergy Louisiana, LLC, who are elected yearly to serve by the unanimous consent of the sole common membership owner, Entergy Louisiana Holdings.

    Corporate Governance Guidelines and Committee Charters

    Each of the Audit, Corporate Governance and Personnel Committees of Entergy Corporation's Board of Directors operates under a written charter. In addition, the full Board has adopted Corporate Governance Guidelines. Each charter and the guidelines are available through Entergy's website (www.entergy.com) or upon written request.

    361

    Audit Committee of the Entergy Corporation Board

    The following directors are members of the Audit Committee of Entergy Corporation's Board of Directors:

    Steven V. Wilkinson (Chairman)
    Kathleen A. MurphySimon D. deBree
    Stuart L. Levenick
    James R. Nichols
    William A. Percy, II
    Bismark A. Steinhagen

    All Audit Committee members are independent. For purposes of independence of members of the Audit Committee, an independent director also may not accept directly or indirectly any consulting, advisory or other compensatory fee from Entergy or be affiliated with Entergy as defined in SEC rules. All Audit Committee members possess the level of financial literacy and accounting or related financial management expertise required by the NYSE rules. Steven V. Wilkinson qualifies as an "audit committee financial expert," as that term is defined in the SEC rules.

    Code of Ethics

    The Board of Directors has adopted a Code of Business Conduct and Ethics for Members of the Board of Directors. The code is available through Entergy's website (www.entergy.com) or upon written request. The Board has also adopted a Code of Business Conduct and Ethics for Employees, that includes Special Provision Relating to Principal Executive Officer and Senior Financial Officers. The Code of Business Conduct and Ethics for Employees is to be read in conjunction with Entergy's omnibus code of integrity under which Entergy operates called the Code of Entegrity as well as system policies. All employees are required to abide by the Codes. Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code of Entegrity. The Code of Business Conduct and Ethics for Employees and the Code of Entegrity are available through Entergy's website (www.entergy.com) or upon written requ est.request.

    Source of Nominations to the Board of Directors; Nominating Procedure

    The Corporate Governance Committee has adopted a policy on consideration of potential director nominees. The Committee will consider nominees from a variety of sources, including nominees suggested by shareholders, executive officers, fellow board members, or a third party firm retained for that purpose. It applies the same procedures to all nominees regardless of the source of the nomination.

    Any party wishing to make a nomination should provide a written resume of the proposed candidate, detailing relevant experience and qualifications, as well as a list of references. The Committee will review the resume and may contact references. It will decide based on the resume and references whether to proceed to a more detailed investigation. If the Committee determines that a more detailed investigation of the candidate is warranted, it will invite the candidate for a personal interview, conduct a background check on the candidate, and assess the ability of the candidate to provide any special skills or characteristics identified by the Committee or the Board.

    Section 16(a) Beneficial Ownership Reporting Compliance

    Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 13, 2005,2, 2008, under the heading "Section 16(a) Beneficial Ownership Reporting Compliance", which information is incorporated herein by reference.

    362

    Item 11.Executive Compensation

    ENTERGY CORPORATION

    Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings "Compensation Discussion and Analysis," "Executive Compensation Tables", "General Information About Nominees", "Director Compensation",Tables," "Nominees for the Board of Directors," and "Comparison of Five Year Cumulative Total Return","Non-Employee Director Compensation," all of which information is incorporated herein by reference.

    ENTERGY ARKANSAS, ENTERGY GULF STATES LOUISIANA, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI AND ENTERGY NEW ORLEANS

    COMPENSATION DISCUSSION AND SYSTEM ENERGYANALYSIS

    Summary Compensation Table

    Introduction

                The following table includes

    In this section, the salaries and other compensation elements paid in 2007 to the Chief Executive Officers ("CEOs"), the Chief Financial Officer ("CFO"), the fourthree other most highly compensated executive officers in office as of December 31, 2004,other than the CEO and two additionalCFO, and one other executive officersofficer who would have been included inbut as a result of the table but retired or resigned duringsplit of Entergy Gulf States was no longer CEO of a Registrant (collectively, the year at"Named Executive Officers") of each of Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (the "Subsidiaries") are discussed and analyzed. The purpose of this section is to provide investors with material information necessary to understand the compensation policies for the Named Executive Officers. This section should be read in combination with the more detailed compensation tables and other data presented elsewhere in this report. For information regarding the compensation of the named executive officers of Entergy Corp oration, see the Proxy Statement of Entergy Corporation.

    The Named Executive Officers are identified in the Summary Compensation Table immediately following this Compensation Discussion and Analysis. Mr. Leonard, Mr. Smith and Mr. Taylor also serve as executive officers of Entergy Corporation. Mr. Leonard, Mr. Smith and Mr. Taylor do not receive additional compensation for serving as Named Executive Officers of the Subsidiaries. Mr. Lewis, who serves as the Vice President and Chief Financial Officer - Utility Operations Group of the Subsidiaries, is not an executive officer of Entergy Corporation and, as such, does not participate in many of the compensation programs applicable to the other Named Executive Officers. For more information about the officers of the Subsidiaries, see Part III, Item 10 of this report.

    Executive Summary

    The compensation program for the Named Executive Officers has been designed to attract, retain, motivate and reward executives who can contribute to the long-term success and thereby build value for the shareholders of Entergy Corporation.

    The executive compensation package is comprised of a combination of short-term and long-term compensation elements. Short-term compensation includes base pay and annual cash bonus awards. Long-term compensation includes stock options and performance units.

    The executive compensation program is approved by the Personnel Committee of Entergy Corporation, which is comprised entirely of independent board members.

    363

    The following table summarizes the principal factors that are taken into account in deciding the amount of each compensation element paid or awarded to the executives:

    Key Compensation Components
    (where reported in summary compensation table)

    Factors

    Base Salary
    (salary, column, c)

    • Entergy Corporation, business unit and individual performance
    • Market data
    • Internal pay equity
    • The Committee's assessment of other elements of compensation

    Non-Equity Incentive Plan
    Compensation
    (Cash Bonus, column g)

    • Compensation practices at the peer group companies and the general market for companies Entergy Corporation's size
    • Desire to ensure that a substantial portion of total compensation is performance-based
    • The Committee's assessment of other elements of compensation

    Performance Units
    (stock awards, column e)

    • Compensation practices at the peer group companies and in broader group of utility companies
    • Target long-term compensation values in the market for similar jobs
    • The desire to ensure that a substantial portion of total compensation is performance-based
    • The Committee's assessment of other elements of compensation

    Stock Options
    (options, column f)

    • Individual performance
    • Prevailing market practice
    • Targeted long-term value created by the use of stock options
    • Potential dilutive effect of stock option grants
    • The Committee's assessment of other elements of compensation

    Compensation decisions for each executive officer are made after taking into account all elements of the officer's compensation. In making compensation decisions, the same compensation policies are applied to all of the executive officers; however, the application of these policies results in different compensation amounts to individual executive officers because of: (i) differences in roles and responsibilities; (ii) differences in market-based compensation levels for specific officer positions; (iii) the assessment of individual performance; and (iv) variations in business unit performance.

    Objectives of the Executive Compensation Program

    The compensation programs are designed to ensure that a significant percentage of the total compensation of the Named Executive Officers is contingent on achievement of performance goals that drive total shareholder return and result in increases in Entergy Corporation's common stock price. For example, each of the annual cash incentive and long-term performance unit programs is designed to pay out only if Entergy Corporation achieves pre-established performance goals. Assuming achievement of these performance goals at target level, approximately 80% of the annual target total compensation (excluding non-qualified supplemental retirement income) of Entergy Corporation's Chief Executive Officer is represented by performance-based compensation and the remaining 20% is represented by base salary. For Mr. Smith and Mr. Taylor, assuming achievement of performance goals at the target levels, approximately 65% of the annual target total compensation (excluding non-qualified supplemental retire ment income) is represented by performance-based compensation and the remaining 35% by base salary. For substantially all of the other Named Executive Officers, assuming achievement of performance goals at the target levels, at least 50% of the annual target total compensation (excluding non-qualified supplemental retirement income) is represented by performance-based compensation and the remaining 50% by base salary. Entergy Corporation's Chief Executive Officer's total compensation is at greater risk than the other Named Executive Officers, reflecting both market practice and acknowledging the leadership role of the Chief Executive Officer in setting company policy and strategies.

    364

    To align the economic interests of the Named Executive Officers with the shareholders of Entergy Corporation, a substantial portion of their total compensation should be in the form of equity-based awards. Equity awards are typically granted in the form of stock options with a three-year vesting schedule and performance units with a three-year performance cycle. Stock options are generally subject only to time-based vesting. Performance units pay out only if Entergy Corporation achieves specified performance targets. The amount of payout varies based on the level of performance achieved.

    It is in the shareholders' best interests that Entergy Corporation and the Subsidiariesattract and retain talented executives by offering compensation packages that are competitive but fair. Entergy Corporation's Personnel Committee has sought to develop compensation programs that deliver total target compensation in aggregate at approximately the 50th percentile of the market.

    The Starting Point

    To develop a competitive compensation program, the Personnel Committee on an annual basis reviews base salary and other compensation data from two sources:

  • Survey Data: The Committee uses published and private compensation survey data to develop marketplace compensation levels for executive officers. The data, which is compiled by the Committee's independent compensation consultant, compares the current compensation levels received by each of the executive officers against the compensation levels received by executives holding similar positions at companies with corporate revenues consistent with the revenues of Entergy Corporation. For non-industry specific positions such as a chief financial officer, the Committee reviews data from general industry. For management positions that are industry-specific such as Group President, Utility Operations, the Committee reviews data from energy service companies. The survey data reviewed by the Committee covers approximately 300 public and private companies in general industry and approximately 60 to 70 public and private companies in the energy services sector. In benchmarking compens ation levels against the survey data, the Committee considers only the aggregated survey data. The identity of the companies comprising the survey data is not disclosed to, or considered by, the Committee in its decision-making process and, thus, is not considered material by the Committee.

  • The Committee uses the survey data to develop compensation programs that deliver total target compensation at approximately the 50th percentile of the market. For this purpose, the Committee reviews the results of the survey data (organized in tabular format) comparing each of Entergy Corporation's Named Executive Officer's compensation relative to the 25th, 50th (or median) and 75th percentile of the market. The Committee considers its objectives to have been met if Entergy Corporation's Chief Executive Officer and the executive officers who constitute what is referred to as the Office of the Chief Executive, considered as a group (9 officers) have a target compensation package that falls within the range of 90 - 110 percent of the 50th percentile benchmarked in the survey data. In 2007, the target compensation of all Entergy Corporation's Named Executive Officers fell within this range. Actual compensation received by an individual officer m ay be above or below the 50th percentile based on an individual officer's skills, performance and responsibilities.

    365

  • AES Corporation
  • Exelon Corporation
  • Ameren Corporation
  • FirstEnergy Corporation
  • American Electric Power Co. Inc.
  • FPL Group Inc.
  • CenterPoint Energy Inc.
  • Northeast Utilities
  • Consolidated Edison Inc.
  • PG&E Corporation
  • Dominion Resources Inc.
  • Progress Energy, Inc.
  • DTE Energy Company
  • Public Service Enterprise Group, Inc.
  • Duke Energy Corporation
  • Southern Company
  • Edison International
  • XCEL Energy
  • Elements of the Compensation Program

    The major components of the executive compensation program are presented below:

    Entergy Corporation
    Executive Compensation

    Short-Term
    Compensation

    Long-Term
    Compensation

    Benefits

    Base Salary
    Compensation

    Non-Equity
    Incentive Plan

    Stock
    Options

    Performance
    Units

    Restricted
    Units

    Short-Term Compensation

    The Personnel Committee reviews and approves the base salaries for the Entergy Corporation CEO, CFO and the three other most highly compensated executive officers of Entergy Corporation. Entergy Corporation's CEO and the Group President, Utility Operations, Gary J. Taylor reviewed and approved the base salaries of certain of the Named Executive Officers of the Subsidiaries. Base salary is a component of each Named Executive Officer's compensation package because the Committee believes it is appropriate that some portion of the compensation that is provided to these officers be provided in a form that is a fixed cash amount. Also, base salary remains the most common form of payment throughout all industries. Its use ensures a competitive compensation package to the Named Executive Officers.

    366

    The Committee determines whether to award Named Executive Officers annual merit increases in base salary based on the following factors:

    The corporate and business unit goals and objectives vary by individual officers and include, among other things, corporate and business unit financial performance, capital expenditures, cost containment, safety, reliability, customer service, business development and regulatory matters.

    The use of "internal pay equity" in setting merit increases is limited to determining whether a change in an executive officer's role and responsibilities relative to other executive officers requires an adjustment in the officer's salary. The Committee has not established any predetermined formula against which the base salary of one Named Executive Officer is measured against another officer or employee.

    In 2007, after taking into account the market data and other factors described above, the Committee approved merit-based salary increases for the Named Executive Officers in amounts ranging from 3.4 to 5.6 percent. In general these merit-based increases were consistent with the merit increase percentages approved with respect to Named Executive Officers in the last two years (excluding adjustments in salaries related to market factors, promotions or other changes in job responsibilities).

    The following table sets forth the 2006 base salaries for the Named Executive Officers, the 2007 percentage increase and the resulting 2007 base salary. Except as described below, changes in base salaries were effective in April of each of the years shown.

    Named Executive Officer


    2006 Base Salary


    Percentage Increase


    2007 Base Salary

    J. Wayne Leonard

    $1,183,000

    3.97%

    $1,230,000

    Richard J. Smith

    $543,000

    14.50%

    $622,000

    Gary J. Taylor

    $522,000

    5.40%

    $550,000

    E. Renae Conley

    $379,000

    3.43%

    $392,000

    Hugh T. McDonald

    $301,500

    3.48%

    $311,992

    Carolyn C. Shanks

    $297,000

    3.37%

    $307,009

    Joseph F. Domino

    $297,000

    3.37%

    $307,009

    Roderick K. West

    $197,600

    35.12%

    $276,000

    Jay A. Lewis

    $196,000

    5.61%

    $207,000

    In addition to the market-based and other factors described above, the following factors were considered by the Committee with respect to the officers identified below:

    367

    Performance-based incentives are included in the Named Executive Officers' compensation packages because it encourages the Named Executive Officers to pursue objectives consistent with the overall goals and strategic direction that the Board has set for Entergy Corporation. Annual incentive plans are commonly used by companies in a variety of industry sectors to compensate their executive officers.

    The Named Executive Officers participate in a performance-based cash bonus plan known as the Executive Annual Incentive Plan or Executive Incentive Plan (other than Mr. Lewis who participates in a management-level annual incentive plan substantially similar to the Executive Incentive Plan known as the Management Incentive Plan). The Executive Incentive Plan and Management Incentive Plan operate on a calendar year basis. A performance metric known as the Entergy Achievement Multiplier is used to determine the payouts for each particular calendar year. The Entergy Achievement Multiplier is used to determine the percentage of target annual plan awards that will be paid each year to each Named Executive Officer. In December 2006, the Entergy Achievement Multiplier for 2007 awards was selected to be based in equal part on earnings per share and operating cash flow. The Committee selected these performance measures because:

    In addition, these measures are commonly used by other companies, including the industry peer group companies, as components of their incentive programs. For example, approximately two-thirds of the industry peer group companies use earnings per share as an incentive measure and one-third use some type of cash flow measure. The Personnel Committee evaluates the performance measures used for the Executive Incentive Plan on an annual basis.

    The Committee sets minimum and maximum achievement levels under the Executive Incentive Plan and Management Incentive Plan at approximately 10% below and 10% above target achievement levels.  Payouts for performance between minimum and target achievement levels and between target and maximum levels are calculated using straight line interpolation.  In general, the Committee seeks to establish target achievement levels such that the relative difficulty of achieving the target level is consistent from year to year.  Over the past five years ending in 2007, the average Entergy Achievement Multiplier, representing earnings per share and operating cash flow results, was 135% of target.  This result reflects the strong performance of Entergy Corporation during this period.

    In December 2006, the Committee established executives' target awards for incentives to be paid in 2008 under the Executive Incentive Plan for 2007. The target awards for each Named Executive Officer were set as follows: Under the Executive Incentive Plan, J. Wayne Leonard, CEO of Entergy Corporation (120%); Richard J. Smith, President and Chief Operating Officer of Entergy Corporation (70%); Gary J. Taylor, Group President, Utility Operations of Entergy Corporation (70%); E. Renae Conley, CEO - Entergy Gulf States Louisiana and CEO - Entergy Louisiana (60%); Joseph F. Domino, former CEO - TX of Entergy Gulf States (50%); Hugh T. McDonald, CEO - Entergy Arkansas (50%); Roderick K. West, CEO - Entergy New Orleans (40%); and Carolyn C. Shanks, CEO - Entergy Mississippi (50%). In April 2007 the target award under the Management Incentive Plan for Jay A. Lewis, Vice President, CFO - Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans a nd Entergy Texas was set at 40%.

    368

    In setting these target awards, the Personnel Committee considered several factors, including:

    The Committee established a higher target percentage for Mr. Leonard compared to the other Named Executive Officers to reflect the following factors:

    The Committee based its decision on the principal positionstarget award of the Named Executive Officers (other than the Chief Executive Officer of Entergy Corporation) on the recommendation of the Chief Executive Officer of Entergy Corporation, including his assessment of each officer's performance. For additional information regarding the role of Entergy Corporation's Chief Executive Officer in compensation decisions, see "Compensation Program Administration- Role of Chief Executive Officer."

    In January 2008, the Committee determined the Entergy Achievement Multiplier to be used for purposes of determining annual bonuses for 2007. The targets established to measure management performance against as reported results were:

     

    Minimum

    Target

    Maximum

    Earnings Per Share ($)

    4.77

    5.30

    5.83

    Operating Cash Flow
      ($ in Billions)


    2.3


    2.6


    2.9

    These targets were established to measure management performance against as reported results.

    After reviewing earnings per share and operating cash flow results against the performance objectives in the above table, below.the Personnel Committee certified the Entergy Achievement Multiplier at 123% of target.

    Under the terms of the program, the Entergy Arkansas,Achievement Multiplier is automatically increased by 25 percent for the members of the Office of the Chief Executive, subject to the Personnel Committee's discretion to adjust the automatic multiplier downward or eliminate it altogether. The multiplier is intended to provide the Committee, through the exercise of negative discretion, a mechanism to take into consideration the specific achievement factors relating to the overall performance of Entergy Gulf States,Corporation. In January 2008, the Committee exercised its negative discretion to eliminate the Management Effectiveness Factor, reflecting the Personnel Committee's determination that the Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,Achievement Multiplier, in and System Energyof itself without the Management Effectiveness Factor, was consistent with the performance levels achieved by management.

    369

     As shown in Item 10, most

    The following table shows the Executive and Management Incentive Plans payments as a percentage of base salary for 2007 based on the Entergy Achievement Multiplier of 123%:

    Named Exeutive Officer

    Target

    Percentage Base Salary

    J. Wayne Leonard

    120%

    148%

    Richard J. Smith

    70%

    86%

    Gary J. Taylor

    70%

    86%

    E. Renae Conley

    60%

    82%

    Hugh T. McDonald

    50%

    38%

    Carolyn C. Shanks

    50%

    44%

    Joseph F. Domino

    50%

    44%

    Roderick K. West

    40%

    56%

    Jay A. Lewis

    40%

    51%

    The amounts paid for 2007 under the Executive and Management Incentive Plan for the Named Executive Officers are employed by severaldisclosed in column (g) of the Summary Compensation Table.

    Nuclear Retention Plan

    One of the Named Executive Officers, Mr. Gary J. Taylor, the current Group President, Utility Operations of Entergy Corporation, previously served as Executive Vice President and Chief Nuclear Officer of Entergy Corporation. In that capacity, he participates in a special retention plan for officers and other leaders with special expertise in the nuclear industry. The plan was established to attract and retain management talent in the nuclear power field, a field which requires unique technical and other expertise that is in great demand in the utility industry. For individuals who commenced participation prior to January 1, 2007, the plan covers a four-year period. For example, an individual who commenced participation on January 1, 2005, subject to their continued employment with a participating company, is eligible to receive a special cash bonus consisting of three payments, each consisting of an amount from 15% to 25% of such participant's then (2005) base salary at the end of 2007 , 2008 and 2009. In the case of Mr. Taylor, the special cash bonus is fixed at 25% of his base salary. As a result, Mr. Taylor received a cash bonus equal to 25% of his 2005 salary (his salary at the time of his enrollment in the plan).

    Long-Term Compensation

    Entergy Corporation's long-term equity incentive programs are intended to reward the Named Executive Officers for achievement of shareholder value creation over the long-term. In its long-term incentive programs, Entergy Corporation primarily uses a mix of performance units and stock options in order to accomplish different objectives. Performance units reward the Named Executive Officers on the basis of total shareholder return, which is a measure of stock appreciation and dividend payments relative to the industry peer group companies. Because it would be impracticableOptions provide a direct incentive for growing the price of Entergy Corporation common stock. In addition, Entergy Corporation occasionally awards restricted units for retention purposes or to allocate such officers' salaries amongoffset forfeited compensation in order to attract officers and managers from other companies.

    Each of the various companies, the table below includes the aggregate compensation paid by all Entergy companies.

              

    Long-Term Compensation

      
        

    Annual Compensation

     

    Awards

     

    Payouts

      



    Name

     



    Year

     



    Salary

     



    Bonus

     

    (a) Other
    Annual
    Comp.

     

    Restricted
    Stock
    Awards

     

    Securities
    Underlying
    Options

     

    (d)
    LTIP
    Payouts

     

    (e) All
    Other
    Comp.

                     

    E. Renae Conley

     

    2004

     

    $345,912

     

    $272,220

     

    $18,867

     

    (b)

     

    18,400 shares

     

    $724,200

     

    $30,537

    CEO-Entergy Louisiana

     

    2003

     

    334,453

     

    200,000

     

    31,087

     

    (b)

     

    33,092

     

    460,088

     

    15,413

    CEO-LA-Entergy Gulf
     States

     

    2002

     

    321,500

     

    320,000

     

    88,946

     

    (b)

     

    40,000

     

    331,114

     

    15,211

                     

    Leo P. Denault

     

    2004

     

    $463,631

     

    $490,000

     

    $15,330

     

    (b)

     

    40,000 shares

     

    $557,634

     

    $29,518

      

    2003

     

    286,824

     

    217,402

     

    4,551

     

    (b)

     

    30,600

     

    190,170

     

    13,308

      

    2002

     

    275,834

     

    210,000

     

    15,750

     

    (b)

     

    20,500

     

    153,202

     

    13,041

                     

    Joseph F. Domino

     

    2004

     

    $274,242

     

    $172,813

     

    $28,787

     

    (b)

     

    18,189 shares

     

    $304,164

     

    $12,214

    CEO-TX-Entergy Gulf
     States

     

    2003

     

    265,626

     

    200,765

     

    46,480

     

    (b)

     

    10,500

     

    190,170

     

    11,912

      

    2002

     

    255,295

     

    210,070

     

    63,361

     

    (b)

     

    22,000

     

    153,202

     

    13,568

                     

    Donald C. Hintz (f)

     

    2004

     

    $348,847

     

    $236,798

     

    $204,941

     

    (b)

     

    20,000 shares

     

    $2,136,390

     

    $8,465,499

      

    2003

     

    660,793

     

    605,115

     

    80,295

     

    (b)

     

    140,000

     

    1,748,333

     

    33,797

      

    2002

     

    629,423

     

    754,800

     

    206,963

     

    (b)

     

    160,000

     

    1,408,470

     

    34,318

                     

    J. Wayne Leonard

     

    2004

     

    $1,088,769

     

    $1,540,000

     

    $46,344

     

    (b)

     

    220,000 shares

     

    $4,634,880

     

    $48,199

      

    2003

     

    1,038,461

     

    1,197,800

     

    26,152

     

    (b)

     

    195,000

     

    2,944,560

     

    73,639

      

    2002

     

    962,500

     

    1,450,400

     

    5,257

     

    (b)

     

    330,600

     

    2,372,160

     

    20,517

                     

    Hugh T. McDonald

     

    2004

     

    $288,847

     

    $197,400

     

    $25,927

     

    (b)

     

    10,000 shares

     

    $304,164

     

    $12,596

    CEO-Entergy Arkansas

     

    2003

     

    264,201

     

    195,000

     

    32,276

     

    (b)

     

    21,199

     

    190,170

     

    12,134

      

    2002

     

    247,373

     

    185,000

     

    56,295

     

    (b)

     

    22,000

     

    182,854

     

    14,867

                     

    Daniel F. Packer

     

    2004

     

    $260,748

     

    $164,375

     

    $27,090

     

    (b)

     

    10,000 shares

     

    $304,164

     

    $11,122

    CEO-Entergy New Orleans

     

    2003

     

    253,628

     

    190,000

     

    58,519

     

    (b)

     

    8,000

     

    190,170

     

    3,204

      

    2002

     

    244,776

     

    95,000

     

    17,705

     

    (b)

     

    20,000

     

    153,202

     

    13,469

                     

    Mark T. Savoff

     

    2004

     

    $500,001

     

    $490,000

     

    $24,607

     

    (b)

     

    31,800 shares

     

    $405,552

     

    $21,293

      

    2003

     

    19,231

     

    -

     

    51,485

     

    (b)

     

    -

     

    -

     

    865

                     

    Carolyn C. Shanks

     

    2004

     

    $283,885

     

    $213,900

     

    $14,297

     

    (b)

     

    10,000 shares

     

    $304,164

     

    $11,800

    CEO-Entergy Mississippi

     

    2003

     

    263,758

     

    195,000

     

    92,825

     

    $152,160 (b)(c)

     

    14,000

     

    190,170

     

    12,132

      

    2002

     

    252,478

     

    200,000

     

    77,460

     

    (b)

     

    20,000

     

    153,202

     

    14,138

                     

    Richard J. Smith

     

    2004

     

    $494,806

     

    $490,000

     

    $11,840

     

    (b)

     

    63,600 shares

     

    $1,231,140

     

    $56,186

      

    2003

     

    473,019

     

    380,867

     

    64,371

     

    (b)

     

    72,777

     

    674,795

     

    23,128

      

    2002

     

    443,269

     

    466,200

     

    28,862

     

    (b)

     

    95,000

     

    454,664

     

    20,699

                     

    Gary J. Taylor

     

    2004

     

    $414,356

     

    $411,600

     

    $29,170

     

    (b)

     

    40,000 shares

     

    $1,013,880

     

    $9,987

    CEO-System Energy

     

    2003

     

    394,615

     

    316,400

     

    78,575

     

    (b)

     

    26,900

     

    539,836

     

    7,240

      

    2002

     

    342,788

     

    277,925

     

    48,892

     

    (b)

     

    34,600

     

    336,056

     

    16,156

                     

    C. John Wilder (f)

     

    2004

     

    $106,174

     

    $ -

     

    $5,358

     

    (b)

     

    - shares

     

    $ -

     

    $5,171

      

    2003

     

    568,731

     

    461,153

     

    153,373

     

    (b)

     

    80,000

     

    779,082

     

    51,614

      

    2002

     

    521,923

     

    549,080

     

    156,683

     

    (b)

     

    131,366

     

    627,634

     

    24,459

    (a)

    2004 Other Annual Compensation includes the following:

    (1)

    Payments for personal financial counseling as follows: Ms. Conley $10,000; Mr. Denault $7,615; Mr. Domino $7,725; Mr. Hintz $10,643; Mr. Leonard $15,000; Mr. McDonald $4,500; Mr. Packer $7,871; Ms. Shanks $3,500; Mr. Smith $7,800; Mr. Taylor $9,762; and Mr. Wilder $1,856.

    (2)

    Payments for annual physical exams as follows: Ms. Conley $2,319; Mr. Denault $2,729; Mr. Domino $2,729; Mr. Hintz $1,404; Mr. Leonard $7,389; Mr. Packer $4,161; Mr. Savoff $3,681; Mr. Smith $1,594; and Mr. Taylor $2,246.

    (3)

    Personal use of company aircraft as follows: Mr. Domino $1,210; Mr. Hintz $2,442; Mr. Leonard $8,473; Mr. McDonald $1,176; Mr. Packer $855; Ms. Shanks $1,694; Mr. Smith $924; Mr. Taylor $6,203; and Mr. Wilder $1,178.

    (4)

    Payments for club dues as follows: Mr. Domino $5,056; Mr. Hintz $2,165; Mr. Leonard $68; Mr. McDonald $9,621; Mr. Packer $5,130; Ms. Shanks $4,708; Mr. Taylor $938; and Mr. Wilder $204.

    (5)

    A relocation payment to Mr. Savoff for $20,926.

    (6)

    Travel expenses related to volunteer service to Mr. Domino for $3,727.

    (7)

    Home security monitoring to Ms. Shanks for $180.

    (8)

    Tax gross up payments as follows: Ms. Conley $6,548; Mr. Denault $4,986; Mr. Domino $8,140; Mr. Hintz $188,287; Mr. Leonard $15,414; Mr. McDonald $10,630; Mr. Packer $9,073; Ms. Shanks $4,215; Mr. Smith $1,522; Mr. Taylor $10,021; and Mr. Wilder $2,120.

    (b)

    Performance unit (equivalent to shares of Entergy common stock) awards in 2004 are reported under the "Long-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of performance units awarded during 2004 and the vesting schedule for such units. At December 31, 2004, the number and value of the aggregate performance unit holdings were as follows: Ms. Conley 19,600 units, $1,324,764; Mr. Denault 33,400 units, $2,257,506; Mr. Domino 10,000 units, $675,900; Mr. Hintz 25,500 units, $1,723,545; Mr. Leonard 165,600 units, $11,192,904; Mr. McDonald 10,000 units, $675,900; Mr. Packer 10,000 units, $675,900; Mr. Savoff 33,100 units, $2,237,229; Ms. Shanks 13,000 units, $878,670; Mr. Smith 41,500 units, $2,804,985; and Mr. Taylor 40,300 units, $2,723,877. Accumulated dividends are paid on performance units when vested. The value of performance unit holdings as of December 31, 2004 is determined by multiplying the total number of units held by the closing market price of Entergy common stock on the New York Stock Exchange Composite Transactions on December 31, 2004 ($67.59 per share). The value of units for which restrictions were lifted in 2004, 2003 and 2002, and the applicable portion of accumulated cash dividends, are reported in the LTIP payouts column in the above table.

    (c)

    In addition to the performance units and stock options granted under the Equity Ownership Plan, Ms. Shanks was granted 3,000 restricted units in 2003. Restrictions will be lifted on 1,200 units in 2006 and the remaining 1,800 units in 2011, based on continued service with Entergy. Accumulated dividends will not be paid. The value Ms. Shanks may realize is dependent upon both the number of units that vest and the future market price of Entergy common stock.

    (d)

    Amounts include the value of performance units that vested in 2004, 2003 and 2002 (see note (b) above) under Entergy's Equity Ownership Plan.

    (e)

    All Other Compensation includes the following:

    (1)

    2004 benefit accruals under the Defined Contribution Restoration Plan as follows: Ms. Conley $21,930; Mr. Denault $20,808; Mr. Domino $3,511; Mr. Hintz $3,535; Mr. Leonard $39,222; Mr. McDonald $3,898; Mr. Packer $2,865; Mr. Savoff $12,510; Ms. Shanks $3,098; Mr. Smith $47,409; Mr. Taylor $5,091; and Mr. Wilder $956.

    (2)

    2004 employer contributions to the System Savings Plan as follows: Ms. Conley $8,607; Mr. Denault $8,710; Mr. Domino $8,703; Mr. Hintz $7,994; Mr. Leonard $8,977; Mr. McDonald $8,698; Mr. Packer $8,257; Mr. Savoff $8,783; Ms. Shanks $8,702; Mr. Smith $8,777; Mr. Taylor $4,896; and Mr. Wilder $4,215.

    (3)

    A 2004 lump sum award made under the System Executive Retirement Plan to Mr. Hintz in the amount of $8,453,970. For a description of the System Executive Retirement Plan, see the discussion under "Executive Retirement and Benefit Plans - - System Executive Retirement Plan."

    (f)

    Mr. Hintz retired in April 2004. Mr. Wilder resigned in February 2004.

    Option Grants in 2004

                The following table summarizes option grants during 2004 to the Named Executive Officers.Officers in 2007 were awarded under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation, which is referred to as the Equity Ownership Plan.

    370

    Entergy Corporation issues performance unit awards to the Named Executive Officers (other than Mr. Lewis) under its Performance Unit Program. Each Performance Unit equals the cash value of one share of Entergy Corporation common stock at the end of the performance cycle. Each unit also earns the cash equivalent of the dividends paid during the three-year performance cycle. The absence,Performance Unit Program is structured to reward Named Executive Officers only if performance goals set by the Personnel Committee are met. The Personnel Committee has no discretion to make awards if minimum performance goals are not achieved. The Performance Unit Program provides a minimum, target and maximum achievement level. Performance is measured by assessing Entergy Corporation's total shareholder return relative to the total shareholder return of industry peer group companies. The Personnel Committee chose total shareholder return as a measure of performance because it assesses Entergy Corporation's cre ation of shareholder value relative to other electric utilities over the performance cycle. Minimum, target and maximum performance levels are determined by reference to the quartile ranking of Entergy Corporation's total shareholder return against the total shareholder return of industry peer group companies.

    Prior to 2006, this peer group was the Standard & Poor's Electric Utility Index. Beginning with the 2006-2008 performance period, the Personnel Committee identified the Philadelphia Utility Index as the industry peer group for total shareholder return performance because the companies represented in this index more closely approximate Entergy Corporation in terms of size and scale and because the companies comprising the Standard and Poor's Electric Utility Index had been reduced by 50%, which resulted in a pool of companies insufficient for comparative purposes. The companies included in the Philadelphia Utility Index are provided above in the Compensation Discussion and Analysis under "The Starting Point - Proxy Analysis."

    Subject to achievement of the Performance Unit Program performance levels, the Personnel Committee issued the following target amounts for the 2008-2010 performance cycle: 16,500 performance units for Mr. Leonard; 3,900 performance units for each of Mr. Smith and Mr. Taylor; 1,400 performance units for Ms. Conley; and 700 performance units for each of Mr. Domino, Mr. McDonald, Ms. Shanks and Mr. West. The range of payouts under the program is shown below.

    Quartiles:

    4

    3

    2

    1

    Performance Levels:

    Zero

    Minimum

    Target

    Maximum

    Total Shareholder Return Ranges:

    25th percentile and below

    25th to 50th percentiles

    50th to 75th percentiles

    75th percentile and above

    Payouts:

    No Payout

    Interpolate between Minimum and Target
    (10% to 100% of Target)

    Interpolate between Target and Maximum (100% to 250% of Target)

    Maximum Payout (250% of Target)

    The Personnel Committee sets payout opportunities for the Performance Unit Program each year. In determining payout opportunities, the Committee considers several factors, including:

    371

    For the 2005-2007 performance cycle, the target amounts established in January 2005 were:

    Participants could earn performance units consistent with the range of payouts as described above for the 2008-2010 performance cycle. The Committee established a higher target amount for Mr. Leonard compared to the other Named Executive Officers based on the following factors:

    In January 2008, the Committee assessed Entergy Corporation's total shareholder return for the 2005-2007 performance period and determined the actual number of performance units to be paid to Performance Unit Program participants for the 2005-2007 performance cycle. Performance was measured in a manner similar to that described above for the 2008-2010 cycle, on the basis of relative total shareholder return.

    For purposes of determining Entergy Corporation's relative performance for the 2005-2007 period, the Committee used the Standard and Poor's Electric Utility Index as the peer group. Based on market data provided by the independent compensation consultant and the recommendation of management, the Committee compared Entergy Corporation's total shareholder return against the total shareholder return of the companies that comprised the Standard and Poor's Electric Utility Index at the beginning of the plan period. However because TXU was delisted during the plan period due to a private buyout and its return could not be objectively measured, TXU was excluded from the peer group.

    Based on a comparison of Entergy Corporation's performance relative to the Standard & Poor's Electric Utility Index as described above, the Committee concluded that Entergy Corporation had exceeded the performance targets for the 2005-2007 performance cycle, resulting in a payment of 225% of target. Each performance unit was then automatically converted into cash at the rate of $119.52 per unit, the closing price of Entergy Corporation common stock on the last trading day of the performance cycle (December 31, 2007), plus dividend equivalents accrued over the three-year performance cycle. See the 2007 Option Exercises and Stock Vested table below,for the amount paid to each of anythe Named Executive Officers for the 2005-2007 performance unit cycle.

    The Personnel Committee considers several factors in determining the amount of stock options it will grant under the Equity Ownership Plan to the Named Executive Officers, including:

    372

    For stock option awards, the Committee's assessment of individual performance of each Named Executive Officer indicates that nodone in consultation with Entergy Corporation's Chief Executive Officer is the most important factor in determining the number of options were granted to such officer.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

              

    Potential Realizable

      

    Individual Grants

     

    Value

      

    Number of

     

    % of Total

         

    at Assumed Annual

      

    Securities

     

    Options

         

    Rates of Stock

      

    Underlying

     

    Granted to

     

    Exercise

       

    Price Appreciation

      

    Options

     

    Employees

     

    Price (per

     

    Expiration

     

    for Option Term(b)

    Name

     

    Granted (a)

     

    in 2004

     

    share) (a)

     

    Date

     

    5%

     

    10%

                 

    E. Renae Conley

     

    18,400

     

    1.0%

     

    $58.60

     

    3/02/14

     

    $678,099

     

    $1,718,437

    Leo P. Denault

     

    40,000

     

    2.1%

     

    58.60

     

    3/02/14

     

    1,474,129

     

    3,735,732

    Joseph F. Domino

     

    10,000

     

    0.5%

     

    58.60

     

    3/02/14

     

    368,532

     

    933,933

      

    4,610 (c)

     

    0.2%

     

    59.02

     

    1/28/09

     

    73,874

     

    162,917

      

    1,601 (c)

     

    0.1%

     

    65.22

     

    1/28/09

     

    24,022

     

    52,055

      

    1,308 (c)

     

    0.1%

     

    65.26

     

    1/28/09

     

    19,637

     

    42,554

      

    670 (c)

     

    0.1%

     

    65.25

     

    1/25/11

     

    15,546

     

    35,490

    Donald C. Hintz

     

    20,000

     

    1.1%

     

    58.60

     

    3/02/14

     

    737,065

     

    1,867,866

    J. Wayne Leonard

     

    220,000

     

    11.6%

     

    58.60

     

    3/02/14

     

    8,107,710

     

    20,546,528

    Hugh T. McDonald

     

    10,000

     

    0.5%

     

    58.60

     

    3/02/14

     

    368,532

     

    933,933

    Daniel F. Packer

     

    10,000

     

    0.5%

     

    58.60

     

    3/02/14

     

    368,532

     

    933,933

    Mark T. Savoff

     

    31,800

     

    1.7%

     

    58.60

     

    3/02/14

     

    1,171,933

     

    2,969,907

    Carolyn C. Shanks

     

    10,000

     

    0.5%

     

    58.60

     

    3/02/14

     

    368,532

     

    933,933

    Richard J. Smith

     

    63,600

     

    3.4%

     

    58.60

     

    3/02/14

     

    2,343,865

     

    5,939,814

    Gary J. Taylor

     

    40,000

     

    2.1%

     

    58.60

     

    3/02/14

     

    1,474,129

     

    3,735,732

    (a)

    Options were granted on March 2, 2004, pursuant to the Equity Ownership Plan. All options granted on this datehave an exercise price equal to the closing price of Entergy common stock on the New York Stock Exchange Composite Transactions on March 2, 2004. These options will vest in equal increments, annually, over a three-year period beginning in 2005, based on continued service with Entergy.

    (b)

    Calculation based on the market price of the underlying securities assuming the market price increases over the option period and assuming annual compounding. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise.

    (c)

    During 2004, Mr. Domino converted presently exercisable stock options into Entergy stock and reload stock options. He accomplished this by exercising stock options, paying the exercise price and all applicable taxes for these shares by surrendering shares of Entergy stock. Additional options, as indicated above, were granted pursuant to the reload feature of this "stock for stock" exercise method. Under the reload mechanism, eligible participants are granted an additional number of options equal to the number of shares surrendered to pay the exercise price. The reloaded stock options vest immediately and have an exercise price equal to the price of Entergy common stock on the New York Stock Exchange Composite Transactions on the date of exercise of the original options. The reloaded options retain the original grant's expiration date. The reload feature was removed from the Equity Ownership Plan as approved by the Stockholders in May 2003. Reloads are no longer availabl e for options granted after February 13, 2003.

    Aggregated Option Exercises in 2004 and December 31, 2004 Option Valuesawarded.

    The following table summarizessets forth the number andof stock options granted to each Named Executive Officer in 2007. The exercise price for each option was $91.82, which was the closing fair market value of all unexercised options held byEntergy Corporation common stock on the date of grant.

    Named Exeutive Officer

    Stock Options

    J. Wayne Leonard

    255,000

    Richard J. Smith

    60,000

    Gary J. Taylor

    60,000

    E. Renae Conley

    20,000

    Hugh T. McDonald

    12,000

    Carolyn C. Shanks

    12,000

    Joseph F. Domino

    12,000

    Roderick K. West

    12,000

    Jay A. Lewis

    1,700

    The option grants awarded to the Named Executive Officers. Officers (other than Mr. Leonard) ranged in amount between 1,700 and 60,000 shares. In the case of Mr. Leonard, who received 255,000 stock options, the Committee took special note of his performance as Entergy Corporation's Chief Executive Officer. Among other things, the Committee noted that the total shareholder return of Entergy Corporation measured over the nine-year period since Mr. Leonard's appointment as CEO of Entergy Corporation in January 1999 exceeded all of the industry peer group companies as well as all other U.S. utility companies.

    In assessing individual and management performance overall (with respect to stock option grants and overall compensation), the Committee noted the following significant achievements:

    373

    ��

    For additional information regarding stock options awarded in 2007 to each of the Named Executive Officers, see the 2007 Grants of Plan-Based Awards table.

    Under the Equity Ownership Plan, all options must have an exercise price equal to the closing fair market value of Entergy Corporation common stock on the date of grant. In addition, Entergy Corporation has adopted a policy requiring that, if an executive officer (including a Named Executive Officer indicates that no options are held byother than Mr. Lewis) exercises any stock option granted on or after January 1, 2003, the officer must retain at least 75% of the after-tax net profit from such officer.

          

    Number of

      
          

    Securities Underlying

     

    Value of Unexercised

          

    Unexercised Options

     

    In-the-Money Options

      

    Shares Acquired

     

    Value

     

    as of December 31, 2004

     

    as of December 31, 2004 (b)

    Name

     

    on Exercise

     

    Realized (a)

     

    Exercisable

     

    Unexercisable

     

    Exercisable

     

    Unexercisable

                 

    E. Renae Conley

     

    -

     

    $ -

     

    85,858

     

    47,734

     

    $2,376,930

     

    $881,007

    Leo P. Denault

     

    -

     

    -

     

    42,322

     

    53,368

     

    896,883

     

    687,797

    Joseph F. Domino

     

    14,667

     

    464,974

     

    39,975

     

    24,334

     

    925,393

     

    441,831

    Donald C. Hintz

     

    147,588

     

    4,552,699

     

    630,000

     

    -

     

    17,776,875

     

    -

    J. Wayne Leonard

     

    -

     

    -

     

    1,201,600

     

    460,200

     

    41,668,356

     

    7,840,180

    Hugh T. McDonald

     

    -

     

    -

     

    42,665

     

    25,334

     

    1,128,347

     

    464,971

    Daniel F. Packer

     

    -

     

    -

     

    30,799

     

    22,001

     

    859,748

     

    386,004

    Mark T. Savoff

     

    -

     

    -

     

    -

     

    31,800

     

    -

     

    285,882

    Carolyn C. Shanks

     

    21,467

     

    572,052

     

    17,999

     

    26,001

     

    453,296

     

    478,564

    Richard J. Smith

     

    -

     

    -

     

    150,537

     

    120,268

     

    3,720,385

     

    1,947,463

    Gary J. Taylor

     

    13,333

     

    293,326

     

    58,699

     

    69,468

     

    1,620,626

     

    1,073,323

    C. John Wilder

     

    222,430

     

    3,649,306

     

    -

     

    -

     

    -

     

    -

    (a)

    Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on the exercise date and the option exercise price.

    (b)

    Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on December 31, 2004, and the option exercise price.

    Long-Term Incentive Plan Awards in 2004

    The following table summarizes the awards of performance units (equivalent to sharesform of Entergy Corporation common stock)stock until the earlier of 60 months from the date on which the option is exercised or the termination of the executive officer's full-time employment.

    Entergy Corporation has not adopted a formal policy regarding the granting of options at times when it is in possession of material non-public information. However, Entergy Corporation generally grants options to Named Executive Officers only during the month of January in connection with its annual executive compensation decisions. On occasion, it may grant options to newly hired employees or existing employees for retention or other limited purposes.

    Restricted units granted under the Equity Ownership Plan represent phantom shares of Entergy Corporation common stock (i.e., non-stock interests that have an economic value equivalent to a share of Entergy Corporation common stock). Entergy Corporation occasionally grants restricted units to Named Executive Officers for retention purposes or to offset forfeited compensation from a previous employer or to existing employees for retention or other limited purposes. If all conditions of the grant are satisfied, restrictions on the restricted units lift at the end of the restricted period, and a cash equivalent value of the restricted units is paid. The settlement price is equal to the number of restricted units multiplied by the closing price of Entergy Corporation common stock on the date restrictions lift. Restricted units are not entitled to dividends or voting rights. Restricted units are generally time-based awards for which restrictions lift, subject to continued employment, over a two- to five-year period.

    No Named Executive Officers received restricted units during 2007.

    Benefits, Perquisites, Agreements and Post-Termination Plans

    The Named Executive Officers participate in 2004an Entergy Corporation-sponsored pension plan that covers a broad group of employees. This pension plan is a funded, tax-qualified, noncontributory defined benefit pension plan. Benefits under the pension plan are based upon an employee's years of service with an Entergy system company and the employee's average monthly rate of earnings (which generally includes salary and eligible bonus, other than Executive Incentive Plan or Management Incentive Plan bonus) for the highest consecutive 60 months during the 120 months preceding termination of employment or "Eligible Earnings," and are payable monthly after separation from an Entergy system company. The amount of annual earnings that may be considered in calculating benefits under the pension plan is limited by federal law.

    Benefits under the pension plan are calculated as an annuity equal to 1.5% of a participant's Eligible Earnings multiplied by years of service. Years of service under the pension plan formula cannot exceed 40. Contributions to the pension plan are made entirely by the employer and are paid into a trust fund from which the benefits of participants will be paid.

    374

    Entergy Corporation sponsors a Pension Equalization Plan, which is available to a select group of management and highly compensated employees, including the Named Executive Officers.Officers (other than its Chief Executive Officer). The Pension Equalization Plan is a nonqualified unfunded plan that provides out of the employer's general assets an amount substantially equal to the difference between the amount that would have been payable under the pension plan, but for legislation limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amount actually payable under the pension plan. The Pension Equalization Plan also takes into account as earnings any Executive Incentive Plan or Management Incentive Plan bonus awards.

    Estimated Future Payouts Under
    Non-Stock Price-Based Plans (# of units) (a) (b)


    Name

    Number of
    Units

    Performance Period Until
    Maturation or Payout


    Threshold


    Target


    Maximum

    E. Renae Conley

    8,000

    1/1/04-12/31/06

    400

    3,200

    8,000

    Leo P. Denault

    15,800

    1/1/04-12/31/06

    700

    6,322

    15,800

    Joseph F. Domino

    4,000

    1/1/04-12/31/06

    200

    1,600

    4,000

    Donald C. Hintz

    3,600

    1/1/04-12/31/06

    200

    1,456

    3,600

    J. Wayne Leonard

    85,200

    1/1/04-12/31/06

    3,500

    34,100

    85,200

    Hugh T. McDonald

    4,000

    1/1/04-12/31/06

    200

    1,600

    4,000

    Daniel F. Packer

    4,000

    1/1/04-12/31/06

    200

    1,600

    4,000

    Mark T. Savoff

    16,500

    1/1/04-12/31/06

    700

    6,600

    16,500

    Carolyn C. Shanks

    4,000

    1/1/04-12/31/06

    200

    1,600

    4,000

    Richard J. Smith

    16,500

    1/1/04-12/31/06

    700

    6,600

    16,500

    Gary J. Taylor

    16,500

    1/1/04-12/31/06

    700

    6,600

    16,500

    (a)

    Performance units awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Actual awards are based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon the number of units that vest, the future market price of Entergy common stock, and the dividends paid during the performance period.

    (b)

    The threshold, target, and maximum levels correspond to the achievement of 10%, 100%, and 250%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of units indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of units calculated by means of interpolation.

    Entergy Corporation also sponsors a System Executive Retirement Plan available to its approximately 60 officers, including the Named Executive Officers (other than Mr. Leonard, Mr. Lewis and Benefit PlansMr. West). Participation in the System Executive Retirement Plan requires individual approval by the plan administrator. The System Executive Retirement Plan is designed to offer a replacement income ratio in the range (based on management level and total years of service) of 55% to 65% of a Named Executive Officer's final three-year average annual compensation (i.e., generally one-third of the sum of the participant's base salary and Executive Incentive Plan bonus for the three years during the last 10 years preceding termination of employment in which such sum is the highest). The System Executive Retirement Plan recognizes a maximum of 30 years of service for purposes of calculating a participant's benefit. Amounts payable under the System Executive Retirement Plan benefit are offset by the valu e of the Pension Plan and Pension Equalization Plan benefits, and are also typically offset by any prior employer pension benefit available to the executive. While the System Executive Retirement Plan has a replacement ratio schedule from one year of service to the maximum of 30 years of service, the table below offers a sample ratio at 20 and 30 years of service.

    Years of Service

    Chief Executive Officer

    Executives at Management Level 3 & above - includes the remaining 4 Named Executive Officers

    Executives at Management Level 4

    20 Years

    55.0%

    50.0%

    45.0%

    30 years

    65.0%

    60.0%

    55.0%

    Mr. Leonard's retention agreement (as further discussed below) provides that, in lieu of his participation in the Pension Equalization Plan and the System Executive Retirement Plan, upon the termination of his employment (unless such termination is for Cause, as defined in the agreement), he will be entitled to receive a benefit equal to 60% of his final three-year average compensation (as described in the description of the System Executive Retirement Plan above) calculated as a single life annuity and available in a lump sum. This benefit will be reduced by other benefits to which he is entitled from Entergy Arkansas,Corporation-sponsored pension plan or prior employer plans. The terms of Mr. Leonard's Supplemental Executive Retirement Plan were negotiated at the time of his employment with Entergy Gulf States,Corporation and were designed to, among other things, offset the loss of benefits resulting from Mr. Leonard's resignation from his prior employer. At the time that Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,Corporation recruited Mr. Leonard, he had accumulated twenty-five years of seniority with his prior employer and had served as an executive officer for that employer for over ten years and in an officer-level capacity for over fifteen years.

    The Committee believes that the Pension Plan, Pension Equalization Plan and System EnergyExecutive Retirement Plan are an important part of the Named Executive Officers' compensation program. These plans are important in the recruitment of top talent in the competitive market, as these types of supplemental plans are typically found in companies of similar size to Entergy Corporation. These plans serve a critically important role in the retention of senior executives, as benefits from these plans increase for each year that these executives remain employed by an Entergy system company. The plans thereby encourage the most senior executives to remain employed within the Entergy system and continue their work on behalf of Entergy Corporation's shareholders.

    375

     

    The Entergy System company employer of Ms. Conley, Mr. Smith and Mr. Taylor has agreed to provide service credit to each of them under either the Pension Equalization Plan or the System Executive Retirement Plan. Entergy System company employers typically offer these service credit benefits as one element of the total compensation package offered to new mid-level or senior executives that are recruited from other companies. By offering these executives "credited service," Entergy Corporation is able to compete more effectively to hire these employees by mitigating the potential loss of their pension benefits resulting from accepting employment within the Entergy system.

    See the 2007 Pension Benefits table for additional information regarding the operation of the plans described under this caption.

    The Named Executive Officers are eligible to participate in three typesan Entergy Corporation-sponsored Savings Plan that covers a broad group of non-qualifiedemployees. This is a tax-qualified retirement benefit plans.savings plan, wherein total combined before-tax and after-tax contributions may not exceed 30 percent of a participant's base salary up to certain contribution limits defined by law. In addition, under the Savings Plan, the participant's employer matches an amount equal to seventy cents for each dollar contributed by participating employees, including the Named Executive Officers, on the first six percent of their earnings for that pay period. Entergy Corporation maintains the Savings Plan for employees of participating Entergy System companies, including the Named Executive Officers, to encourage employees to save some percentage of their cash compensation for their eventual retirement. The firstSavings Plan permits employees to make such savings in a manner that is relatively tax efficient. This type of savings plan is also a critical element in attracting and retaining talent in a competitive market.

    The Named Executive Officers are eligible to participate in a group of health and welfare benefits available to a broad group of employees. These benefits include medical, dental and vision coverage, life and accidental death & dismemberment insurance and long-term disability insurance. Eligibility, coverage levels, potential employee contributions and other plan design features are the same for the Named Executive Officers as for the broad employee population.

    All executive officers, including the Named Executive Officers, are eligible to participate in the Entergy Corporation-sponsored Executive Long-Term Disability program. Individuals who elect to participate in this plan will receive upon the occurrence of a long-term disability 65 percent of the difference between their base salary and the approximate $275,000 cap on disability payments under the Entergy Corporation's general long-term disability plan.

    The Named Executive Officers (other than Mr. Lewis) are eligible to defer up to 100% of the following payments into the Entergy Corporation-sponsored Executive Deferred Compensation Plan:

    The Named Executive Officers (other than Mr. Lewis) also are eligible to defer up to 100% of the following payments into the Equity Ownership Plan:

    376

    Additionally, Named Executive Officers may also have deferred account balances under a frozen defined contribution restoration plan. Amounts deferred under the Executive Deferred Compensation Plan and Equity Ownership Plan are subject to limitations prescribed by law and the respective plan.

    All deferral amounts represent an unfunded liability of the employer. Amounts deferred into the Equity Ownership Plan are deemed invested in phantom shares of Entergy Corporation common stock. Amounts deferred under the Executive Deferred Compensation Plan are deemed invested in one or more of the investment options (generally mutual funds) offered under the Savings Plan. Within the Executive Deferred Compensation Plan, the Named Executive Officer may move funds from one deemed investment option to another. Except for deferrals not subject to Internal Revenue Code Section 409A, the Named Executive Officer does not have the ability to withdraw funds, except within the terms provided in such officer's deferral election.

    The employer does not "match" amounts that are deferred by employees pursuant to the Executive Deferred Compensation Plan or Equity Ownership Plan. With the exception of allowing for the deferral of federal and state taxes, Entergy Corporation provides no additional benefit to the Named Executive Officer for deferring any of the above payments. Any increase in value of the deferred amounts results solely from the increase in value of the investment option selected (Entergy Corporation common stock or mutual fund). Deferred amounts are credited with earnings or losses based on the rate of return of deemed investment options or Entergy Corporation common stock, as selected by the participants.

    Entergy Corporation provides this benefit because the Committee believes it is standard market practice to permit officers to defer the cash portion of their compensation. The Executive Deferred Compensation Plan and Equity Ownership Plan permit them to do this while also receiving gains or losses on deemed investments, as described above. Entergy Corporation believes that provision of this benefit is important as a retention and recruitment tool as many, if not all, of the companies with which Entergy Corporation and the Subsidiaries compete for executive talent provide a similar arrangement to their senior employees.

    Entergy Corporation provides the Named Executive Officers with certain perquisites and other personal benefits as part of providing a competitive executive compensation program and for employee retention. However, perquisites are not a material part of the compensation program for the Named Executive Officers. In 2007, Entergy Corporation offered to the Named Executive Officers (other than Mr. Lewis) limited benefits such as the following: corporate aircraft usage, personal financial counseling, club dues and annual mandatory physical exams. For security and business reasons, Entergy Corporation permits its Chief Executive Officer to use its corporate aircraft at Entergy Corporation expense for personal use. The other Named Executive Officers may use corporate aircraft for personal travel subject to the approval of Entergy Corporation's Chief Executive Officer. The Personnel Committee reviews all perquisites, including the use of corporate aircraft, on an annual basis. For addi tional information regarding perquisites, see the "All Other Compensation" column in the Summary Compensation table.

    The Committee believes that retention and transitional compensation arrangements are an important part of overall compensation for the Named Executive Officers. The Committee believes that these arrangements help to secure the continued employment and dedication of the Named Executive Officers, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Committee believes that these arrangements are important as recruitment and retention devices, as all or nearly all of the companies with which Entergy Corporation and the Subsidiaries compete for executive talent have similar arrangements in place for their senior employees.

    To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan under which each of the Named Executive Officers (other than Mr. Lewis) is entitled to receive "change of control" payments and benefits if such officer's employment is involuntarily terminated for similar qualifying events or circumstances. Based on the market data provided by its independent compensation consultant, the Committee believes the benefits and payment levels under the System Executive Continuity Plan are consistent with market practices.

    377

    In certain cases, the Committee may approve the execution of a retention agreement with an individual executive officer. These decisions are made on a case by case basis to reflect specific retention needs or other factors, including market practice. If a retention agreement is entered into with an individual officer, the Committee considers the economic value associated with that agreement in making overall compensation decisions for the affected officer.

    At present, Entergy Corporation has entered into retention agreements with only two of the Named Executive officers: Mr. Leonard and Ms. Shanks. In general, these retention agreements provide for "change in control" payments and other benefits in addition to those provided under the System Executive Continuity Plan. The retention agreement entered into with Mr. Leonard reflects, among other things, the competition for chief executive officer talent in the market place and the Committee's assessment of his critical role in executing Entergy Corporation's long-term financial and other strategic objectives. Based on the market data provided by its independent compensation consultant, the Committee believes the benefits and payment levels under these retention agreements are consistent with market practices.

    The employment agreement with Ms. Shanks provides for her continued employment until 2011. During this period, Ms. Shanks will continue to participate in all executive plans, programs, and arrangements for such she is eligible. In October, 2011, Ms. Shanks will become a special project coordinator of Entergy Mississippi or another Entergy System company until 2016. During her tenure as special project coordinator, Ms. Shanks will continue to receive her same rate of annual base salary in effect immediately prior to her assumption of this post, but will forfeit an amount sufficient to fund this salary from amounts that would otherwise be credited to her non-qualified deferral accounts. Commencing in October 2016, Ms. Shanks will be eligible to retire with all of the post-retirement compensation and benefits for which she is eligible.

    During the term of the agreement, Ms. Shanks may resign, or her employer may terminate her for "cause," as defined in the agreement. In either of those events, Ms. Shanks is due no additional compensation or benefits under the agreement. If there is a "change in control" before October of 2011, she remains eligible for benefits under the System Executive Continuity Plan. If the change in control occurs while Ms. Shanks is a special project coordinator, and Entergy Corporation's obligations under this agreement are breached, she receives:

    Entergy Corporation has voluntarily adopted a policy that any severance arrangements providing benefits in excess of 2.99 times an officer's annual base salary and bonus must be approved by its shareholders.

    For additional information regarding the System Executive Continuity Plan and the two retention agreements described above, see "Potential Payments upon Termination or Change in Control."

    On July 26, 2007, Mr. Richard Smith, Entergy Corporation's President and Chief Operating Officer, agreed to terminate his retention agreement with Entergy Corporation. Upon termination of the agreement, Mr. Smith was reinstated in the System Executive Continuity Plan. Reinstatement in the System Executive Continuity Plan aligned Mr. Smith's change of control arrangements with those of Entergy Corporation's other executive officers (other than Mr. Leonard). Mr. Smith voluntarily elected to limit his cash payment under the System Executive Continuity Plan to the 2.99 cap, which is lower than the cash payment level he is entitled to under the System Executive Continuity Plan, since his original participation occurred prior to March 2004 which is when the 2.99 cap was implemented.

    378

    Compensation Program Administration

    Role of Personnel Committee

    The Personnel Committee has overall responsibility for approving the compensation program for the Named Executive Officers and makes all final decisions regarding Entergy Corporation's Named Executive Officers. The Personnel Committee is responsible for, among its other duties, the following actions related to Entergy Corporation's Named Executive Officers:

    The Personnel Committee has authorized, in limited circumstances, the delegation of its authority to grant stock options under Entergy plans to Entergy Corporation's Chairman and Chief Executive Officer and Senior Vice President of Human Resources subject to the following conditions:

    Role of Chief Executive Officer

    The Personnel Committee solicits recommendations from Mr. Leonard, Entergy Corporation's Chief Executive Officer, with respect to compensation decisions for individual Named Executive Officers (other than him). Mr. Leonard's role is limited to:

    In addition, the Committee may request that Mr. Leonard provide management feedback and recommendations on changes in the design of compensation programs, such as special retention plans or changes in structure of bonus programs. Mr. Leonard does not play any role with respect to any matter affecting his own compensation nor does he have any role determining or recommending the amount, or form, of director compensation. 

    Mr. Leonard may attend committee meetings of the Personnel Committee only at the invitation of the chair of the Personnel Committee and cannot call a meeting of the Committee. However, he is not in attendance at any meeting when the Committee determines and approves the compensation to be paid to the Named Executive Officers. Since he is not a member of the Committee, he has no vote on matters submitted to the Committee. During 2007, Mr. Leonard attended 6 meetings of the Personnel Committee.

    In 2007, the Committee's compensation consultant met at the request of the Personnel Committee with Mr. Leonard to review market trends in executive and management compensation and to discuss the company's overall compensation philosophy, such as the optimum balance between base and incentive compensation. In addition, the Committee requested that its independent compensation consultant/expert interview Mr. Leonard to obtain management feedback on the impact of compensation programs on employees and information regarding the roles and responsibilities of the Named Executive Officers.

    379

    Role of the Compensation Consultant

    In discharging its duties, the Personnel Committee has retained Towers Perrin as its independent compensation consultant to assist it, among other things, in evaluating different compensation programs and developing market data to assess the compensation programs. Under the terms of its engagement, Towers Perrin reports directly to the Personnel Committee, which has the right to retain or dismiss the consultant without the consent of the Entergy Corporation's management. In addition, Towers Perrin is required to seek and receive the prior written consent of the Personnel Committee before accepting any material engagements from Entergy Corporation or its subsidiaries.

    In considering the appointment of Towers Perrin, the Personnel Committee took into account that Towers Perrin provides from time to time general consulting services to Entergy Corporation's management with respect to non-executive compensation matters. In this connection the Committee reviewed the fees and compensation received by Towers Perrin for these services over a historical period. After considering the nature and scope of these engagements and the fee arrangements involved, the Personnel Committee determined that the engagements did not create a conflict of interest. The Committee reviews on an ongoing basis the fees and compensation received by Towers Perrin for non-executive compensation matters on an annual basis to monitor its independence.

    Tax Considerations

    Section 162(m) of the Internal Revenue Code limits the tax deductibility by a publicly held corporation of compensation in excess of $1 million paid to a Chief Executive Officer or any other of its four most highly compensated executive officers, unless that compensation is "performance-based compensation" as defined by the Code. The Personnel Committee considers deductibility under Section 162(m) as it structures the compensation packages that are provided to the Named Executive Officers. However, the Personnel Committee and the Board believe that it is in the best interest of Entergy Corporation and the Subsidiaries that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee as well as other corporate goals that the Committee deems important to Entergy Corporation and the Subsidiaries' success, such as enco uraging employee retention and rewarding achievement.

    PERSONNEL COMMITTEE REPORT

    The "Personnel Committee Report" included in the Entergy Corporation Proxy Statement is incorporated by reference, but will not be deemed to be "filed" in this Annual Report on Form 10-K. None of the Subsidiaries has a compensation committee, or other board committee performing equivalent functions. The board of directors of each of the Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Subsidiaries.

    380

    Summary Compensation Table

    The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal years ended December 31, 2007 and 2006. For information on the principal positions held by each of the Named Executive Officers, see Item 10, "Directors and Executive Officers of the Registrants." The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. Except for Ms. Shanks, none of the Entergy System companies has entered into any employment agreements with any of the Named Executive Officers (other than the retention agreements described in "Potential Payments upon Termination or Change in Control"). For a detailed description of Ms. Shanks' agreement, see the "Retention and Employment Agreements" section of the "Compensation Discussion and Analysis." For additional information regarding the material terms of the awards reported in the following tables, includ ing a general description of the formula or criteria to be applied in determining the amounts payable, see "Compensation Discussion and Analysis."

    (a)

     

    (b)

     

    (c)

     

    (d)

     

    (e)

     

    (f)

     

    (g)

     

    (h)

     

    (i)

     

    (j)






    Name and
    Principal Position

     







    Year

     







    Salary

     







    Bonus

     






    Stock Awards
    (2)

     






    Option
    Awards
    (3)

     




    Non-Equity
    Incentive
    Plan
    Compensation
    (4)

     

    Change in
    Pension
    Value and
    Nonqualified
    Deferred
    Compensation
    Earnings
    (5)

     





    All
    Other
    Compensation
    (6)

     







    Total

                       

    E. Renae Conley

    2007

    $388,250

    $ -

    $797,680

    $192,599

    $320,000

    $276,700

    $37,321

    $2,012,550

    CEO-Entergy Louisiana and

    2006

    $373,230

    $ -

    $500,674

    $129,170

    $455,000

    $96,200

    $17,748

    $1,572,022

    CEO-Entergy Gulf States

    Louisiana

    Joseph F. Domino(1)

    2007

    $304,122

    $ -

    $382,066

    $115,076

    $135,000

    $515,900

    $42,129

    $1,494,293

    Former CEO - TX of

    2006

    $293,951

    $71,625

    $245,013

    $75,216

    $297,000

    $73,700

    $37,723

    $1,094,228

    Entergy Gulf States

    J. Wayne Leonard

    2007

    $1,216,443

    $ -

    $15,727,171

    $2,468,256

    $1,815,480

    $4,879,200

    $80,960

    $26,187,510

    Chairman of the Board and

    2006

    $1,168,577

    $ -

    $7,429,048

    $1,622,682

    $2,235,870

    $2,250,100

    $55,663

    $14,761,940

    CEO - Entergy Corp.

    Jay A. Lewis

    2007

    $203,823

    $ -

    $ -

    $10,854

    $105,156

    $28,000

    $8,838

    $356,671

    Vice President, CFO -

    2006

    $193,122

    $ -

    $ -

    $11,163

    $120,050

    $17,600

    $8,366

    $350,301

    Entergy Arkansas, Entergy

    Gulf States Louisiana, Entergy

    Louisiana, Entergy

    Mississippi, Entergy New

    Orleans, Entergy Texas

    Hugh T. McDonald

    2007

    $309,088

    $ -

    $382,066

    $115,076

    $120,000

    $182,800

    $41,891

    $1,150,921

    CEO-Entergy Arkansas

    2006

    $298,870

    $ -

    $245,013

    $75,216

    $204,000

    $70,600

    $42,355

    $936,054

    Carolyn C. Shanks

    2007

    $304,314

    $ -

    $429,468

    $115,076

    $135,000

    $165,800

    $36,987

    $1,186,645

    CEO-Entergy Mississippi

    2006

    $294,039

    $71,500

    $310,805

    $75,216

    $260,000

    $58,700

    $36,123

    $1,106,383

    381

    (a)

    (b)

    (c)

    (d)

    (e)

    (f)

    (g)

    (h)

    (i)

    (j)






    Name and
    Principal Position







    Year







    Salary







    Bonus






    Stock Awards
    (2)






    Option
    Awards
    (3)




    Non-Equity
    Incentive
    Plan
    Compensation
    (4)

    Change in
    Pension
    Value and
    Nonqualified
    Deferred
    Compensation
    Earnings
    (5)





    All
    Other
    Compensation
    (6)







    Total

    Richard J. Smith

    2007

    $599,612

    $ -

    $1,809,008

    $590,666

    $535,886

    $743,700

    $60,627

    $4,339,499

    President and Chief Operating

    2006

    $536,650

    $ -

    $1,084,755

    $414,959

    $718,918

    $183,800

    $67,338

    $3,006,420

    Officer - Entergy Corp.

    Gary J. Taylor

    2007

    $542,576

    $105,000

    $1,809,008

    $566,481

    $474,230

    $723,800

    $90,983

    $4,312,078

    Group President,

    2006

    $515,967

    $ -

    $1,084,755

    $344,099

    $691,268

    $277,200

    $55,935

    $2,969,224

    Utility Operations

    Roderick K. West

    2007

    $270,752

    $ -

    $232,311

    $69,631

    $155,000

    $16,800

    $36,611

    $781,105

    CEO-Entergy New Orleans

    2006

    $195,423

    $ -

    $ -

    $16,173

    $177,000

    $18,000

    $15,680

    $422,276

    (1)

    Mr. Domino was CEO - TX of Entergy Gulf States through December 31, 2007. As a result of the jurisdictional split, Mr. Domino became CEO of Entergy Texas on December 31, 2007.

    (2)

    The amounts in column (e) represent the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment(which is referred to as "SFAS l23R") of performance units granted under the Performance Unit Program of the Equity Ownership Plan. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements.

    (3)

    The amounts in column (f) represent the dollar amount recognized for financial statement reporting purposes in accordance with SFAS l23R of stock options granted under the Equity Ownership Plan. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements.

    (4)

    The amounts in column (g) represent cash payments made under the Executive Incentive Plan or the Management Incentive Plan in the case of Mr. Lewis.

    (5)

    The amounts in column (h) include the annual actuarial increase in the present value of the Named Executive Officer's benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation's financial statements and includes amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested. None of the increase is attributable to above-market or preferential earnings on nonqualified deferred compensation (see "2007 Nonqualified Deferred Compensation").

    (6)

    The amounts set forth in column (i) for 2007 include (a) matching contributions by Entergy Corporation to each of the Named Executive Officers; (b) life insurance premiums; (c) tax gross up payments and (d) perquisites and other personal benefits. The amounts are listed in the following table:

     

    E. Renae Conley

    Joseph F. Domino

    J. Wayne Leonard

    Jay A. Lewis

    Hugh T. McDonald

    Carolyn C. Shanks

    Richard J. Smith

    Gary J. Taylor

    Roderick K. West

    Company Contribution
    - - Savings Plan

    $9,363

    $9,450

    $9,450

    $8,560

    $9,450

    $9,450

    $9,450

    $9,450

    $9,450

    Life Insurance Premium

    $3,944

    $3,673

    $7,482

    $278

    $2,134

    $1,006

    $2,855

    $4,002

    $538

    Tax Gross Up Payments

    $8,758

    $8,984

    $17,406

    $ -

    $11,377

    $10,997

    $15,306

    $30,601

    $11,572

    382

    Perquisites and Other Personal Benefits

    The amounts set forth in column (i) also include perquisites and other personal benefits that Entergy Corporation provides to the Named Executive Officers as part of providing a competitive executive compensation program and for employee retention. The following perquisites and other personal benefits were provided by Entergy Corporation in 2007 to the Named Executive Officers:

    Named Executive Officer

    Financial Counseling

    Club Dues

    Personal Use of Corporate Aircraft

    Relocation

    Executive Physicals

    E. Renae Conley

    x

    x

    Joseph F. Domino

    x

    x

    x

    Wayne J. Leonard

    x

    x

    Hugh T. McDonald

    x

    x

    x

    Carolyn C. Shanks

    x

    x

    Richard J. Smith

    x

    x

    x

    Gary J. Taylor

    x

    x

    x

    x

    x

    Roderick K West

    x

    x

    x

    For security and business reasons, Entergy Corporation permits Mr. Leonard to use its corporate aircraft for personal use at the expense of Entergy Corporation. The other Named Executive Officers may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation's Chief Executive Officer. The aggregate incremental aircraft usage cost associated with Mr. Leonard's personal use of the corporate aircraft, including the costs associated with travel to outside board meetings, was $27,072 for fiscal year 2007 and is reflected in column (i) and the total above. The incremental cost to Entergy Corporation for use of the corporate aircraft is based on the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications and fees, including flight planning, ground handling and landing permits.

    None of the other individual perquisites items exceeded $25,000 for any of the Named Executive Officers.

    383

    2007 Grants of Plan-Based Awards

    The following table summarizes award grants during 2007 to the Named Executive Officers.

        

    Estimated Future
    Payouts Under Non-Equity
    Incentive Plan Awards(1)

     

    Estimated Future
    Payouts under Equity
    Incentive Plan Awards(2)

            

    Name








    (a)

     

    Grant
    Date







    (b)

     

    Thresh-old
    ($)






    (c)

     

    Target
    ($)







    (d)

     

    Maximum
    ($)







    (e)

     

    Threshold
    (#)







    (f)

     

    Target
    (#)









    (g)

     

    Maximum
    (#)









    (h)

     

    All Other
    Stock
    Awards:
    Number
    of Shares
    of Stock
    or Units
    (#)

    (i)

     

    All Other
    Option
    Awards:
    Number of
    Securities
    Under-lying
    Options
    (#)
    (3)
    (j)

     

    Exercise
    or Base
    Price of
    Option
    Awards
    ($/Sh)



    (k)

     

    Grant
    Date Fair
    Value of
    Stock and
    Option
    Awards



    (l)

                           

    E. Renae Conley

     

    1/25/07

     

    -

     

    $235,200

     

    $470,400

                  
      

    1/25/07

           

    210

     

    2,100

     

    5,250

           

    $192,822

      

    1/25/07

                   

    20,000

     

    $91.82

     

    $314,500

                           

    Joseph F. Domino

     

    1/25/07

     

    -

     

    $153,505

     

    $307,010

                  
      

    1/25/07

           

    100

     

    1,000

     

    2,500

           

    $91,820

      

    1/25/07

                   

    12,000

     

    $91.82

     

    $188,700

                           

    J. Wayne Leonard

     

    1/25/07

     

    -

     

    $1,476,000

     

    $2,952,000

                  
      

    1/25/07

           

    2,380

     

    23,800

     

    59,500

           

    $2,185,316

      

    1/25/07

                   

    255,000

     

    $91.82

     

    $4,009,875

                           

    Jay A. Lewis

     

    1/25/07

     

    -

     

    $82,800

     

    $165,600

                  
      

    1/25/07

           

    -

     

    -

     

    -

           

    $ -

      

    1/25/07

                   

    1,700

     

    $91.82

     

    $21,225

                           

    Hugh T. McDonald

     

    1/25/07

     

    -

     

    $155,996

     

    $311,992

                  
      

    1/25/07

           

    100

     

    1,000

     

    2,500

           

    $91,820

      

    1/25/07

                   

    12,000

     

    $91.82

     

    $188,700

                           

    Carolyn C. Shanks

     

    1/25/07

     

    -

     

    $153,505

     

    $307,010

                  
      

    1/25/07

           

    100

     

    1,000

     

    2,500

           

    $91,820

      

    1/25/07

                   

    12,000

     

    $91.82

     

    $188,700

                           

    384

        

    Estimated Future
    Payouts Under Non-Equity
    Incentive Plan Awards(1)

     

    Estimated Future
    Payouts under Equity
    Incentive Plan Awards(2)

            

    Name










    (a)

     

    Grant
    Date









    (b)

     

    Thresh-old
    ($)








    (c)

     

    Target
    ($)









    (d)

     

    Maximum
    ($)









    (e)

     

    Threshold
    (#)









    (f)

     

    Target
    (#)











    (g)

     

    Maximum
    (#)











    (h)

     

    All Other
    Stock
    Awards:
    Number
    of Shares
    of Stock
    or Units
    (#)

    (i)

     

    All Other
    Option
    Awards:
    Number of
    Securities
    Under-lying
    Options
    (#)
    (3)

    (j)

     

    Exercise
    or Base
    Price of
    Option
    Awards
    ($/Sh)





    (k)

     

    Grant
    Date Fair
    Value of
    Stock and
    Option
    Awards



    (l)

                           

    Richard J. Smith

     

    1/25/07

     

    -

     

    $435,680

     

    $871,360

                  
      

    1/25/07

           

    450

     

    4,500

     

    11,250

           

    $413,190

      

    1/25/07

                   

    60,000

     

    $91.82

     

    $943,500

                           

    Gary J. Taylor

     

    1/25/07

     

    -

     

    $385,553

     

    $771,106

                  
      

    1/25/07

           

    450

     

    4,500

     

    11,250

           

    $413,190

      

    1/25/07

                   

    60,000

     

    $91.82

     

    $943,500

                           

    Roderick K. West

     

    1/25/07

     

    -

     

    $110,400

     

    $220,800

                  
      

    1/25/07

           

    100

     

    1,000

     

    2,500

           

    $91,820

      

    1/25/07

                   

    12,000

     

    $91.82

     

    $188,700

    (1)

    The amounts in columns (c), (d) and (e) represent minimum, target and maximum payment levels under the Executive Incentive Plan or the Management Incentive Plan, in the case of Mr. Lewis. The actual amounts awarded are reported in column (g) of the Summary Compensation Table.

    (2)

    The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the Performance Unit Program. Performance under the program is measured by Entergy Corporation's total shareholder return relative to the total shareholder returns of the companies included in the Philadelphia Utilities Index. If Entergy Corporation's total shareholder return is 25% or below that of the Philadelphia Utilities Index, there is no payout. Subject to achievement of performance targets, each unit will be converted into the cash equivalent of one share of Entergy Corporation's common stock on the last day of the performance period (December 31, 2009).

    (3)

    The amounts in column (j) represent options to purchase shares of Entergy Corporation's common stock. The options vest one-third on each of the first through third anniversaries of the grant date. The options have a ten-year term from the date of grant.

    385

    2007 Outstanding Equity Awards at Fiscal Year-End

    The following table summarizes unexercised options, stock that has not vested and equity incentive plan awards for each Named Executive Officer outstanding as of the end of 2007.

      

    Option Awards

     

    Stock Awards

    (a)














    Name

     

    (b)







    Number
    of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Exercisable

     

    (c)







    Number
    of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Unexercisable

     

    (d)




    Equity
    Incentive
    Plan
    Awards:
    Number
    of
    Securities
    Underlying
    Unexercised
    Unearned
    Options
    (#)

     

    (e)












    Option
    Exercise
    Price
    ($)

     

    (f)












    Option
    Expiration
    Date

     

    (g)








    Number
    of Shares
    or Units
    of Stock
    That Have
    Not
    Vested
    (#)

     

    (h)








    Market
    Value of
    Shares or
    Units of
    Stock
    That Have
    Not Vested
    ($)

     

    (i)



    Equity
    Incentive
    Plan
    Awards:
    Number of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That Have
    Not Vested
    (#)

     

    (j)

    Equity
    Incentive
    Plan
    Awards:
    Market or Payout
    Value of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That Have
    Not Vested
    ($)

                       

    E. Renae Conley

     

    -

     

    20,000(1)

       

    $91.82

     

    1/25/2017

            
      

    4,700

     

    9,400(2)

       

    $68.89

     

    1/26/2016

            
      

    10,000

     

    5,000(3)

       

    $69.47

     

    1/27/2015

            
      

    18,400

     

    -

       

    $58.60

     

    3/02/2014

            
      

    9,092

     

    -

       

    $51.50

     

    1/27/2010

            
      

    24,000

     

    -

       

    $44.45

     

    1/30/2013

            
                    

    5,250(4)

     

    $627,480

                    

    6,000(5)

     

    $717,120

                       

    Joseph F. Domino

     

    -

     

    12,000(1)

       

    $91.82

     

    1/25/2017

            
      

    2,500

     

    5,000(2)

       

    $68.89

     

    1/26/2016

            
      

    6,666

     

    3,334(3)

       

    $69.47

     

    1/27/2015

            
      

    10,000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    10,500

     

    -

       

    $44.45

     

    1/30/2013

            
                    

    2,500(4)

     

    $298,800

                    

    2,750(5)

     

    $328,680

                       

    J. Wayne Leonard

     

    -

     

    255,000(1)

       

    $91.82

     

    1/25/2017

            
      

    70,000

     

    140,000(2)

       

    $68.89

     

    1/26/2016

            
      

    110,133

     

    55,067(3)

       

    $69.47

     

    1/27/2015

            
      

    220.000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    195,000

     

    -

       

    $44.45

     

    1/30/2013

            
      

    330,600

     

    -

       

    $41.69

     

    2/11/2012

            
      

    330,600

     

    -

       

    $37.00

     

    1/25/2011

            
      

    330,600

     

    -

       

    $23.00

     

    1/27/2010

            
      

    255,000

     

    -

       

    $29.94

     

    1/28/2009

            
                    

    59,500(4)

     

    $7,111,440

                    

    83,750 (5)

     

    $10,009,800

                

    100,000(6)

     

    $11,952,000

        
                       

    Jay A. Lewis

     

    -

     

    1,700(1)

       

    $91.82

     

    1/25/2017

            
      

    333

     

    667(2)

       

    $68.89

     

    1/26/2016

            
      

    3,000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    5,867

     

    -

       

    $44.45

     

    1/30/2013

            
      

    11,584

     

    -

       

    $41.69

     

    2/11/2012

            
                       

    386

     

     

    Option Awards

     

    Stock Awards

    (a)














    Name

     

    (b)







    Number
    of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Exercisable

     

    (c)







    Number
    of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Unexercisable

     

    (d)




    Equity
    Incentive
    Plan
    Awards:
    Number
    of
    Securities
    Underlying
    Unexercised
    Unearned
    Options
    (#)

     

    (e)












    Option
    Exercise
    Price
    ($)

     

    (f)













    Option
    Expiration
    Date

     

    (g)







    Number
    of Shares
    or Units
    of Stock
    That Have
    Not
    Vested
    (#)

     

    (h)








    Market
    Value of
    Shares or
    Units of
    Stock
    That Have
    Not Vested
    ($)

     

    (i)



    Equity
    Incentive
    Plan
    Awards:
    Number of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That Have
    Not Vested
    (#)

     

    (j)

    Equity
    Incentive
    Plan
    Awards:
    Market or Payout
    Value of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That Have
    Not Vested
    ($)

    Hugh T. McDonald

     

    -

     

    12,000(1)

       

    $91.82

     

    1/25/2017

            
      

    2,500

     

    5,000(2)

       

    $68.89

     

    1/26/2016

            
      

    12,522

     

    -

       

    $73.25

     

    2/11/2012

            
      

    6,666

     

    3,334(3)

       

    $69.47

     

    1/27/2015

            
      

    10,000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    9,199

     

    -

       

    $45.50

     

    1/27/2010

            
      

    12,000

     

    -

       

    $44.45

     

    1/30/2013

            
                    

    2,500(4)

     

    $298,800

                    

    2,750(5)

     

    $328,680

                       

    Carolyn C. Shanks

     

    -

     

    12,000(1)

       

    $91.82

     

    1/25/2017

            
      

    2,500

     

    5,000(2)

       

    $68.89

     

    1/26/2016

            
      

    6,666

     

    3,334(3)

       

    $69.47

     

    1/27/2015

            
      

    10,000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    14,000

     

    -

       

    $44.45

     

    1/30/2013

            
                    

    2,500(4)

     

    $298,800

                    

    2,750(5)

     

    $328,680

                

    1,800(7)

     

    $215,136

        
                       

    Richard J. Smith

     

    -

     

    60,000(1)

       

    $91.82

     

    1/25/2017

            
      

    16,666

     

    33,334(2)

       

    $68.89

     

    1/26/2016

            
      

    26,666

     

    13,334(3)

       

    $69.47

     

    1/27/2015

            
      

    63,600

     

    -

       

    $58.60

     

    3/02/2014

            
      

    7,640

     

    -

      ��

    $51.50

     

    1/25/2011

            
      

    7,560

     

    -

       

    $51.50

     

    8/30/2009

            
      

    7,577

     

    -

       

    $51.50

     

    1/27/2010

            
      

    50,000

     

    -

       

    $44.45

     

    1/30/2013

            
      

    8,013

     

    -

       

    $45.45

     

    8/30/2009

            
      

    16,987

     

    -

       

    $45.45

     

    1/27/2010

            
      

    70,000

     

    -

       

    $41.69

     

    2/11/2012

            
      

    39,428

     

    -

       

    $37.00

     

    1/25/2011

            
                    

    11,250(4)

     

    $1,344,600

                    

    15,000(5)

     

    $1,792,800

                       

    Gary J. Taylor

     

    -

     

    60,000(1)

       

    $91.82

     

    1/25/2017

            
      

    16,666

     

    33,334(2)

       

    $68.89

     

    1/26/2016

            
      

    23,333

     

    11,667(3)

       

    $69.47

     

    1/27/2015

            
      

    40,000

     

    -

       

    $58.60

     

    3/02/2014

            
      

    26,900

     

    -

       

    $44.45

     

    1/30/2013

            
      

    34,600

     

    -

       

    $41.69

     

    2/11/2012

            
      

    26,667

     

    -

       

    $37.00

     

    1/25/2011

            
                    

    11,250(4)

     

    $1,344,600

                    

    15,000(5)

     

    $1,792,800

                       

    Roderick K. West

     

    -

     

    12,000(1)

       

    $91.82

     

    1/25/2017

            
      

    -

     

    1,334(2)

       

    $68.89

     

    1/26/2016

            
      

    -

     

    667(3)

       

    $69.47

     

    1/27/2015

            
                    

    2,500(4)

     

    $298,800

                    

    1,832(5)

     

    $218,961

    387

    (1)

    Consists of options that will vest as follows: 1/3 of the options granted vest on each of 1/25/2008, 1/25/2009 and 1/25/2010.

    (2)

    Consists of options that will vest as follows: 1/2 of the unexercisable options vest on each of 1/26/2008 and 1/26/2009.

    (3)

    The remaining unexercisable options will vest on 1/27/2008.

    (4)

    Consists of performance units that will vest on December 31, 2009 only if, and to the extent that, Entergy Corporation satisfies performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis.

    (5)

    Consists of performance units that will vest on December 31, 2008 only if, and to the extent that, Entergy Corporation satisfies performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis.

    (6)

    Consists of restricted units granted under the Equity Ownership Plan, 50,000 of which will vest on August 3, 2008 and 50,000 of which will vest on August 3, 2009.

    (7)

    Consists of restricted units granted under the Equity Ownership Plan which will vest on October 28, 2011 based on continued service with an Entergy System company employer.

    2007 Option Exercises and Stock Vested

    The following table provides information concerning each exercise of stock options and each vesting of stock during 2007 for the Named Executive Officers.

      

    Options Awards

     

    Stock Awards

    (a)




    Name

     

    (b)
    Number of
    Shares
    Acquired
    on Exercise
    (#)

     

    (c)

    Value
    Realized
    on Exercise
    ($)

     

    (d)
    Number of
    Shares
    Acquired
    on Vesting
    (#)(1)

     

    (e)

    Value
    Realized
    on Vesting
    ($)

             

    E. Renae Conley

     

    82,100

     

    $6,391,399

     

    6,452

     

    $771,143

             

    Joseph F. Domino

     

    12,790

     

    $530,784

     

    3,067

     

    $366,568

             

    J. Wayne Leonard

     

    -

     

    -

     

    81,657

     

    $9,759,645

             

    Jay A. Lewis

     

    1,750

     

    $101,117

     

    -

     

    -

             

    Hugh T. McDonald

     

    7,400

     

    $400,941

     

    3,067

     

    $366,568

             

    Carolyn C. Shanks

     

    -

     

    -

     

    3,067

     

    $366,568

             

    Richard J. Smith

     

    -

     

    -

     

    14,279

     

    $1,706,626

             

    Gary J. Taylor

     

    -

     

    -

     

    14,279

     

    $1,706,626

             

    Roderick K. West

     

    2,666

     

    $119,269

     

    1,058

     

    $126,452

    (1)

    Represents the vesting of performance units for the 2005 - 2007 performance period (payable solely in cash based on the closing stock price of Entergy Corporation on the date of vesting) under the Performance Unit Program.

    388

    2007 Pension Benefits

    The following table shows the present value as of December 31, 2007, of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under the retirement income,plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation's financial statements.Information regarding these retirement plans is included in Compensation Discussion & Analysis under the heading, "Benefits, Perquisites, Agreements and Post-Retirement Plans - Pension Plan, Pension Equalization Plan, and System Executive Retirement Plan." In addition, this section includes information regarding early retirement options under the plans.




    Name

     



    Plan
    Name

     

    Number
    of Years
    Credited
    Service

     

    Present
    Value of
    Accumulated
    Benefit

     


    Payments
    During
    2007

             

    E. Renae Conley (1)

     

    Non-qualified Pension
      Equalization Plan

     


    25.35

     


    $886,300

     


    $ -

      

    Qualified defined
      benefit plan

     


    8.83

     


    $123,000

     


    $ -

             

    Joseph F. Domino (2)

     

    Non-qualified System
      Executive Retirement Plan

     


    37.50

     


    $1,452,200

     


    $ -

      

    Qualified defined
      benefit plan

     


    34.08

     


    $745,500

     


    $ -

             

    J. Wayne Leonard (3)

     

    Non-qualified supplemental
      retirement plan benefit

     

    9.68

     

    $23,610,700

     

    $ -

      

    Qualified defined
      benefit plan

     


    9.68

     


    $186,100

     


    $ -

             

    Jay A. Lewis

     

    Non-qualified Pension
      Equalization Plan

     


    8.58

     


    $22,300

     


    $ -

      

    Qualified defined
      benefit plan

     


    8.58

     


    $84,400

     


    $ -

             

    Hugh T. McDonald (2)

     

    Non-qualified System
      Executive Retirement Plan

     


    25.92

     


    $744,900

     


    $ -

      

    Qualified defined
      benefit plan

     


    24.42

     


    $290,000

     


    $ -

             

    Carolyn C. Shanks (2)

     

    Non-qualified System
      Executive Retirement Plan

     


    24.58

     


    $674,800

     


    $ -

      

    Qualified defined
      benefit plan

     


    21.17

     


    $226,700

     


    $ -

             

    Richard J. Smith (4)

     

    Non-qualified Pension
      Equalization Plan

     


    31.25

     


    $2,643,400

     


    $ -

      

    Qualified defined
      benefit plan

     


    8.33

     


    $152,300

     


    $ -

             

    Gary J. Taylor (5)

     

    Non-qualified System
      Executive Retirement Plan

     

    17.75

     


    $2,433,200

     


    $ -

      

    Qualified defined
      benefit plan

     

    7.75

     


    $127,400

     


    $ -

             

    Roderick K. West

     

    Non-qualified Pension
      Equalization Plan

     

    8.75

     

    $19,600

     


    $ -

      

    Qualified defined
      benefit plan

     

    8.75

     

    $50,200

     


    $ -

    389

    (1)

    Ms. Conley entered into an agreement granting 16.52 additional years of service under the non-qualified Pension Equalization Plan increasing the present value of the accumulated benefit by $78,700 over the benefit she would receive under the non-qualified System Executive Retirement Plan.

    (2)

    Service under the non-qualified System Executive Retirement Plan is granted from date of hire. Qualified plan service is granted from the later of date of hire and age 25.

    (3)

    Pursuant to his retention agreement, Mr. Leonard is entitled to a non-qualified supplemental retirement benefit in lieu of participation in Entergy Corporation's non-qualified supplemental retirement plans such as the System Executive Retirement Plan or the Pension Equalization Plan. Mr. Leonard may separate from employment without a reduction in his non-qualified supplemental retirement benefit.

    (4)

    Mr. Smith entered into an agreement granting 22.92 additional years of service under the non-qualified Pension Equalization Plan providing an additional $1,012,400 above the accumulated benefit he would receive under the non-qualified System Executive Retirement Plan.

    (5)

    Mr. Taylor entered into an agreement granting an additional 10 years of service under the System Executive Retirement Plan resulting in a $1,453,000 increase in the present value of his benefit.

    Qualified Retirement Benefits

    The qualified retirement plan combinedis a funded defined benefit pension plan that provides benefits to most of the non-bargaining unit employees of Entergy System companies. All Named Executive Officers are participants in this plan. The pension plan provides a monthly benefit payable for the participant's lifetime beginning at age 65 and equal to 1.5% of the participant's five-year average monthly eligible earnings times such participant's years of service. Participants are 100% vested in their benefit upon completing 5 years of vesting service.

    Normal retirement under the plan is age 65. Employees who terminate employment prior to age 55 may receive a reduced deferred vested retirement benefit payable as early as age 55 that is actuarially equivalent to the normal retirement benefit (i.e., reduced by 7% per year for the first 5 years preceding age 65, and reduced by 6% for each additional year thereafter). Employees who are at least age 55 with 10 years of vesting service upon termination from employment are entitled to a subsidized early retirement benefit beginning as early as age 55. The subsidized early retirement benefit is equal to the normal retirement benefit reduced by 2% per year for each year that early retirement precedes age 65.

    Mr. Domino is eligible for subsidized early retirement benefits.

    Nonqualified Retirement Benefits

    The Named Executive Officers are eligible to participate in certain nonqualified retirement benefit plans that provide retirement income, including the Pension Equalization Plan, the Supplemental Retirement Plan and the System Executive Retirement Plan. Each of these plans is an unfunded nonqualified defined benefit pension plan that provides benefits to key management employees. In these plans, each described below, an executive is typically enrolled in one or more plans but only paid the amount due under the plan that provides the highest benefit, except thatbenefit. In general, upon disability, participants in the SupplementalPension Equalization Plan and the System Executive Retirement Plan are alsoremain eligible for continued service credits until recovery or retirement. Generally, spouses of participants who die before commencement of benefits undermay be eligible for a portion of the participant's accrued benefit.

    The Pension Equalization Plan

    All of the Named Executive Officers (with the exception of Mr. Leonard) are participants in the Pension Equalization Plan. The second typebenefit provisions are substantially the same as the qualified retirement plan but provide two additional benefits: (a) "restorative benefits" intended to offset limitations on certain earnings that may be considered in connection with the qualified retirement plan and (b) supplemental credited service (if granted to an individual participant). The benefits under this plan are offset by benefits payable from the qualified retirement plan and may be offset by prior employer benefits. Participants may elect to receive their Pension Equalization Plan benefit in the form of a monthly annuity or an actuarially equivalent lump sum payment. The Pension Equalization Plan benefit attributable to supplemental credited service is not

    390

    vested until age 65. Subject to the approval of the Entergy System company employer, an employee who terminates employment prior to age 65 may be vested in his or her benefit, with payment of the benefit beginning as early as age 55. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits.

    The System Executive Retirement Plan

    All Named Executive Officers (except Mr. Leonard, Mr. Lewis and Mr. West) are participants in the System Executive Retirement Plan. The System Executive Retirement Plan provides a monthly benefit payable for paymentsthe employees' lifetime beginning at age 65, as further described in the Compensation Discussion and Analysis. The System Executive Retirement Plan benefit is not vested until age 65. Subject to the approval of the Entergy System company employer, an employee who terminates his or her employment prior to age 65 may be vested in the System Executive Retirement Plan benefit, with payment of the benefit beginning as early as age 55. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits. Further, in the event of a change in control, and includesparticipants in the System Executive Continuity Plans. Finally,Retirement Plan are also eligible for subsidized early retirement as early as age 55 even if they do not currently meet the age or service requirements for early retirement u nder that plan or have company permission to separate from employment.

    Mr. Leonard's Nonqualified Supplemental Retirement Benefit

    Mr. Leonard's retention agreement provides that if his employment with the Company is terminated for any reason other than for cause (as defined below under "Potential Payments Upon Termination or Change in Control"), he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in Entergy Corporation's non-qualified supplemental retirement plans such as the System Executive Retirement Plan or the Pension Equalization Plan. Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final three-year average compensation (as described in the description of the System Executive Retirement Plan), reduced to account for benefits payable to Mr. Leonard under Entergy Corporation's and a former employer's qualified pension plans. The benefit is payable in a single lump sum, or as periodic payments, as elected by Mr. Leonard in accordance with Internal Revenue Code Section 409A. If elected, periodic payments will be due for Mr. Leonard's life, and then a reduced benefit of 50% will be due for the life of his spouse. Because Mr. Leonard attained the age of 55 during 2005, Mr. Leonard is currently entitled under his retention agreement to his non-qualified supplemental retirement benefit if he were to leave Entergy System company employment other than as the result of a termination for cause.

    Additional Information

    For a description of the material terms and conditions of payments and benefits available under the retirement plans, including each plan's normal retirement payment and benefit, benefit formula and eligibility standards, specific elements of compensation included in applying the payment and benefit formula, and Entergy Corporation's policies with regard to granting extra years of credited service, see "Compensation Discussion and Analysis -- Benefits, Perquisites, Agreements and Post-Termination Plans -- Pension Plan, Pension Equalization Plan and System Executive Retirement Plan." For a discussion of the relevant assumptions used in valuing these liabilities, see Note 11 to the Financial Statements.

    2007 Nonqualified Deferred Compensation

    The following table provides information regarding the Executive Deferred Compensation Plan and the Equity Ownership Plan, which allow for the deferral of earned income.

    Qualified Retirement Plan Combined with Pension Equalization Plan. Entergy Corporation has a tax-qualified defined benefit plan, which, combined with a non-qualified Pension Equalization Plan (PEP), providescompensation for a retirement benefit calculated by multiplying the number of years of employment by 1.5%, which is then multiplied by the final average pay as definedNamed Executive Officers.For additional information, see "Benefits, Perquisites, Agreements and Post-Termination Plans --Executive Deferred Compensation" in the plans,Compensation Discussion and currently includes base salary plus annual bonus. The normal form of benefit for a single executive employee is a lifetime annuity and for a married executive employee is a reduced benefit with a 50% surviving spouse annuity. Retirement benefitsAnalysis. All Named Executive Officers except Mr. Lewis are not subject to any deduction for social security.

                The maximum benefit under the qualified pension plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy have electedeligible to participate in the PEP sponsored bydeferral programs.

    All deferrals are credited to the applicable Entergy Corporation. UnderSystem company employer's non-funded liability account. Depending on the PEP, certain executives, includingpayment deferred, the Named Executive Officers would receive an additional amount to compensate for the benefit that would have been payablemay elect investment in either phantom Entergy Corporation common stock or one or more of several investment options under the qualified pension plan,Savings Plan. Within limitations of the program, participating Named Executive Officers may move funds from one deemed investment option to another. The participating Named Executive Officers do not have the ability to withdraw funds from the deemed investment accounts except forwithin the Internal Revenue Code Sections 401 and 415terms provided in their deferral elections. Within the limitations discussed above. The PEP also includesprescribed by law as earnings for purposeswell as the program,

    391

    participating Named Executive Officers have the option to make a successive deferral of calculating PEP benefitsthese funds. Assuming a Named Executive Officer's Executive Annual Incentive Plan bonus and any base salary or bonusOfficer does not elect a successive deferral, the Named Executive Officer elects to defer.

                As of December 31, 2004, the credited actual years of service under the combined plans were for Ms. Conley (5), Mr. Denault (5), Mr. Domino (34), Mr. Leonard (6), Mr. McDonald (22), Mr. Packer (22), Mr. Savoff (1), Ms. Shanks (21), Mr. Smith (5), and Mr. Taylor (4). Because they entered into PEP agreements granting additional years of service, the total credited years of service under the PEP were for Ms. Conley (22), Mr. Smith (28), and Mr. Taylor (23). Mr. Hintz retired during 2004 with 32 years of service.

                The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) and includes covered compensation for the executive officers included in the salary columnEntergy System company employer of the Summary Compensation Table above.

    Retirement Income Plan Table

    Annual

              

    Covered

     

    Years of Service

    Compensation

     

    15

     

    20

     

    25

     

    30

     

    35

               

    $200,000

     

    $45,000

     

    $60,000

     

    $75,000

     

    $90,000

     

    $105,000

    300,000

     

    67,500

     

    90,000

     

    112,500

     

    135,000

     

    157,500

    400,000

     

    90,000

     

    120,000

     

    150,000

     

    180,000

     

    210,000

    500,000

     

    112,500

     

    150,000

     

    187,500

     

    225,000

     

    262,500

    750,000

     

    168,750

     

    225,000

     

    281,250

     

    337,500

     

    393,750

    1,000,000

     

    225,000

     

    300,000

     

    375,000

     

    450,000

     

    525,000

    1,250,000

     

    281,250

     

    375,000

     

    468,750

     

    562,500

     

    656,250

    1,500,000

     

    337,500

     

    450,000

     

    562,500

     

    675,000

     

    787,500

    Supplemental Retirement Plan (SRP).Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy participate inparticipant is obligated to pay the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries. Executives may participate inamount credited to the SRP, which is an unfunded defined benefit plan,participant's account at the invitationconclusion of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. Mr. Packer is the only named executive officer who is currently a participant in the plan. The SRP provides that, under certain circumstances, a participant may receive a monthly retirement benefit payment for 120 months. The amount of monthly payment shall not exceed 2.5% of the participant's average basic annual pay (as defined in the SRP).

    System Executive Retirement Plan (SERP).This executive plan is an unfunded defined benefit plan for participating executives, including all of the executive officers named in the Summary Compensation Table (except for Mr. Leonard, who receives non-qualified supplemental retirement benefits under the terms of his retention contract, which are described below). Executive officers can choose, at retirement, between the retirement benefits paid under the SERP or those payable under the non-qualified supplemental retirement plans discussed above, and in which they participate. SERP benefits are calculated by multiplying the covered pay times the maximum pay replacement ratios of 55%, 60% or 65% (dependent on job rating at retirement) that are attained at 30 years of credited service. The current maximum pay replacement ratio at 20 years of credited service for Ms. Conley, Mr. Denault, Mr. Savoff, Mr. Smith and Mr. Taylor is 50%. The current maximum pay replacement rat io at 20 years of credited service for Mr. Domino, Mr. McDonald, Mr. Packer and Ms. Shanks is 45%. The ratios are reduced for each year of employment below 30 years. The normal form of benefit for a single employee is a lifetime annuity, and for a married employee is a reduced benefit with a 50% surviving spouse annuity. These retirement payments may be offset by any and all defined benefit plan payments from the Company and from prior employers.their deferral. These payments are not subject to social security offsets.

                Receipt of benefits under anypaid out of the supplemental retirement plans described above is contingent upon several factors. The participant must agree, without the specific consentgeneral assets of the employer.

    FICA and Medicare taxes are paid on all deferred amounts prior to their deferral. Applicable federal and state taxes are paid at the conclusion of their deferral. Employees are not eligible for a "match" of amounts that are deferred by them pursuant to the deferred compensation programs. With the exception of allowing for the deferral of federal and state taxes, the Entergy System company for which such participant was last employed, notemployer provides no additional benefit to take employment after retirement with any entity that is in competition with, or similar in nature to, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, or for resignation or termination of employment for any reason before or after normal retirement age and without the employer's permission.

                The credited years of service for the Named Executive Officers in connection with amounts deferred under the SERPExecutive Deferred Compensation Plan. The deemed investment options available to participating Named Executive Officers are as follows: Ms. Conley (5), Mr. Denault (5), Mr. Domino (34), Mr. McDonald (22), Mr. Packer (22), Mr. Savoff (1), Ms. Shanks (21), Mr. Smith (5), and Mr. Taylor (14). Mr. Hintz retired in 2004 with 32 credited years of servicelimited to certain deemed investment options available to all non-officer employees under the SERP.Savings Plan. Deferred amounts are deemed credited with earnings or losses based on the rate of return of deemed investment options (under the Executive Deferred Compensation Plan) or Entergy Corporation common stock (under the Equity Ownership Plan or 2007 Equity Pl an). In 2006, the Personnel Committee approved a number of recommendations to simplify the deferral programs and reduce the number of options available to the Named Executive Officers.

                Upon retirement, and subject to existing deferral elections and the provisions of Internal Revenue Code Section 409A, executives are able to receive the value of their SERP, SRP, or PEP benefit paid either as a lump sum or a series of annual payments. The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) under the SERP.




    Name
    (a)

     


    Executive
    Contributions in
    2007
    (b)

     


    Registrant
    Contributions in
    2007
    (c)

     


    Aggregate
    Earnings in
    2007(4)
    (d)

     


    Aggregate
    Withdrawals/
    Distributions
    (e)

     

    Aggregate
    Balance at
    December 31,
    2007
    (f)

               

    E. Renae Conley

     

    $ -

     

    $ -

     

    $447,942

     

    ($1,855,664)

     

    $2,299,848

               

    Joseph F. Domino

     

    $ -

     

    $ -

     

    $47,204

     

    ($542,530)

     

    $813,981

               

    J. Wayne Leonard

     

    $182,602(1)

     

    $ -

     

    $4,818,330

     

    $ - 

     

    $20,024,698

               

    Jay A. Lewis

     

    $ -

     

    $ -

     

    $ -

     

    $ - 

     

    $ -

               

    Hugh T. McDonald

     

    $275,066(2)

     

    $ -

     

    $906,846

     

    $ - 

     

    $5,113,410

               

    Carolyn C. Shanks

     

    $ -

     

    $ -

     

    $159,298

     

    ($1,073,718)

     

    $1,022,240

               

    Richard J. Smith

     

    $359,459(3)

     

    $ -

     

    $1,735,408

     

    ($579,053) 

     

    $8,768,192

               

    Gary J. Taylor

     

    $ -

     

    $ -

     

    $72,599

     

    ($2,006,756)

     

    $1,216,659

               

    Roderick K. West

     

    $ -

     

    $ -

     

    $ -

     

    $ - 

     

    $ -

    SystemExecutive Retirement Plan Table (1)

    Annual

              

    Covered

     

    Years of Service

    Compensation

     

    10

     

    15

     

    20

     

    25

     

    30+

               

    $250,000

     

    $75,000

     

    $112,500

     

    $125,000

     

    $137,500

     

    $150,000

    500,000

     

    150,000

     

    225,000

     

    250,000

     

    275,000

     

    300,000

    750,000

     

    225,000

     

    337,500

     

    375,000

     

    412,500

     

    450,000

    1,000,000

     

    300,000

     

    450,000

     

    500,000

     

    550,000

     

    600,000

    1,500,000

     

    450,000

     

    675,000

     

    750,000

     

    825,000

     

    900,000

    2,000,000

     

    600,000

     

    900,000

     

    1,000,000

     

    1,100,000

     

    1,200,000

    2,500,000

     

    750,000

     

    1,125,000

     

    1,250,000

     

    1,375,000

     

    1,500,000

    3,000,000

     

    900,000

     

    1,350,000

     

    1,500,000

     

    1,650,000

     

    1,800,000

    (1)

    Covered pay includes the averageMr. Leonard contributed a portion of his 2007 salary reported in column (c) of the highest three yearsSummary Compensation Table.

    (2)

    Mr. McDonald deferred his payout from the 2004 - 2006 Performance Unit Program previously reported in column (e) for 2006 in the Summary Compensation Table. Mr. McDonald also deferred $49,467 of salary reported in column (c) for 2007 in the Summary Compensation Table.

    (3)

    Mr. Smith deferred a portion of his 2006 Executive Incentive Plan payout reported in column (g) for 2006 in the Summary Compensation Table.

    (4)

    Amounts in this column are not included in the Summary Compensation Table.

    392

    Potential Payments upon Termination or Change in Control

    Estimated Payments

    The tables below reflect the amount of compensation each named executive officer would receive upon the occurrence of the specified separation triggering events, based on available programs and specific agreements with each executive. The tables assume the separation was effective on December 31, 2007, the last business day of the last fiscal year, and the stock price of Entergy Corporation common stock is $119.52, which was the closing market price on such date.

    E. Renae Conley
    President and CEO, Entergy Gulf States Louisiana and Entergy Louisiana

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy Gulf States Louisiana and Entergy Louisiana would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2007:



    Benefits and Payments
     Upon Termination(1)

     



    Voluntary
    Resignation

     



    For
    Cause

     

    Termination
    for Good
    Reason or
    Not for Cause

     




    Retirement(6)

     




    Disability

     




    Death

     



    Change in
    Control(8)

    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $1,228,400

    Performance Units:(3)

                   

    2006-2008 Performance Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $191,232

     

    $191,232

     

    ---

    $286,848

    2007-2009 Performance Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $83,644

     

    $83,644

     

    $250,992

    $250,992

                    

    Unvested Stock Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $1,280,172

     

    $554,000(7)

     

    $554,000

    $1,280,172

    Medical and Dental

    Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $23,028

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    1

    In addition to the payments and benefits in the table, Ms. Conley also would have been entitled to receive her vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." If Ms. Conley's employment were terminated under certain conditions relating to a change in control, she would also be eligible for early retirement benefits, which are described in "2007 Pension Benefits." If Ms. Conley's employment were terminated "for cause,"she wouldforfeit her supplemental credited service and System Executive Retirement Plan supplemental benefits.

    2

    In the event of a termination related to a change in control, Ms. Conley would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to two times her base salary plus annual base pay and incentive, calculated at target opportunity.

    3

    In the event of a termination related to a change in control, Ms. Conley would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to her performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Ms. Conley's awards earnedhave been calculated as follows:

    2006 - 2008 Plan - 2,400 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 2,100 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the executive duringtermination event. With respect to death or disability, the ten years immediately preceding his retirement. Benefits shown are based on a target replacement ratio of 50%award is pro-rated based on the yearsnumber of servicemonths of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and covered compensation shown. Thepayable in the form of a lump sum after the completion of the performance period.

    393

    4

    In the event of disability or a termination related to a change in control, all of Ms. Conley's unvested stock options would immediately vest. In addition, she would be entitled to exercise her stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Ms. Conley exercised her options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Ms. Conley would be eligible to receive subsidized medical and dental benefits for 10, 15,a period of 24 months.

    6

    As of December 31, 2007, compensation and 20benefits available to Ms. Conley under this scenario are substantially the same as available with a voluntary resignation.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    8

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable
    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    Joseph F. Domino
    Former President & CEO - TX of Entergy Gulf States

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Former President and CEO - TX of Entergy Gulf States would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:



    Benefits and Payments
    Upon Termination(1)

     



    Voluntary
    Resignation

     



    For
    Cause

     

    Termination for Good Reason or Not for Cause

     




    Retirement(6)

     




    Disability

     




    Death

     



    Change in
    Control(8)

    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $460,514

    Performance Units:(3)

                   

    2006-2008 Performance Unit Program

     

    ---

     

    ---

     

    ---

     

    $87,648

     

    $87,648

     

    $87,648

     

    ---

    $131,472

    2007-2009 Performance Unit Program

     

    ---

     

    ---

     

    ---

     

    $39,840

     

    $39,840

     

    $39,840

     

    $119,520

    $119,520

                    

    Unvested Stock Options(4)

     

    ---

     

    ---

     

    ---

     

    $752,417

     

    $752,417

     

    $332,400(7)

     

    $332,400

    $752,417

    Medical and Dental
      Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $11,514

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    1

    In addition to the payments and benefits in the table, Mr. Domino also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." If Mr. Domino's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2007 Pension Benefits." If Mr. Domino's employment were terminated "for cause," he would forfeit his System Executive Retirement Plan and other similar supplemental benefits.

    2

    In the event of a termination related to a change in control, Mr. Domino would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time the sum of his base salary plus annual incentive, calculated at target opportunity.

    394

    3

    In the event of a termination related to a change in control, Mr. Domino would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Domino's awards was calculated as follows:

    2006 - 2008 Plan - 1,100 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or more years of service at the 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%)accelerated by the following percentages: 3.0%termination event. With respect to death, disability or retirement (as Mr. Domino is eligible for retirement), 4.5%the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    4

    In the event of retirement, disability or a termination related to a change in control, all of Mr. Domino's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Domino exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Domino would be eligible to receive subsidized medical and dental benefits for a period of 12 months.

    6

    As of December 31, 2007, compensation and benefits available to Mr. Domino under this scenario are substantially the same as available with a voluntary resignation.For information regarding these vested benefits, see the Pension Benefits table included in this Form 10-K.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable

    8

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    395

    J. Wayne Leonard
    Chairman and Chief Executive Officer

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which Entergy's Chairman and Chief Executive Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:



    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(8)

     





    Disability

     





    Death

     




    Change in
    Control(10)


    Termination Related to a Change in Control

                    

    Annual Incentive
     Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $2,952,000

    Severance Payment(3)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $8,090,940

    Performance Units:(4)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $2,669,280

     

    $2,669,280

     

    ---

    $4,003,920

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $948,192

     

    $948,192

     

    $2,844,576

    $2,844,576

                    

    Unvested Stock
      Options(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $16,907,803

     

    $7,063,500(9)

     

    $7,063,500

    $16,907,803

    Unvested Restricted
      Units(6)

     

    ---

     

    ---

     

    $11,952,000

     

    ---

     

    $11,952,000

     

    $11,952,000

     

    ---

    $11,952,000

    Medical and Dental
      Benefits(7)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $8,075,953

    1

    In addition to the payments and 5.0%benefits in the table, Mr. Leonard also would have been entitled to receive his vested pension benefits. However, a termination "for cause" would have resulted in forfeiture of Mr. Leonard's supplemental retirement benefit. Mr. Leonard is not entitled to additional pension benefits in the event of a change in control. For additional information regarding these vested benefits and awards, see "2007 Pension Benefits."

    2

    In the event of a termination related to a change in control, Mr. Leonard would have been entitled under his retention agreement to receive a lump sum payment of his cash annual incentive bonus under the Annual Incentive Plan calculated at maximum annual bonus opportunity. For purposes of this table, the award was calculated at 200% of target opportunity and base salary was assumed to be $1,230,000.

    3

    In the event of a termination related to a change in control, Mr. Leonard would have been entitled to receive pursuant to his retention agreement a lump sum severance payment equal to the sum of 2.99 times his base salary plus target annual incentive (calculated at 120% of his base salary).

    4

    In the event of a termination related to a change in control, including a termination for good reason, or other than for cause, disability or death, Mr. Leonard would have been entitled to receive under the terms of his retention agreement a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Leonard's awards were calculated as follows:

    2006 - 2008 Plan - 33,500 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 23,800 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    5

    In the event of disability or a termination related to a change in control, all of Mr. Leonard's unvested stock options would immediately vest. In addition, Mr. Leonard would be entitled to exercise any outstanding options during a ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Leonard exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the exercise price of each option share.

    396

    6

    Mr. Leonard's 100,000 restricted units vest 50% in 2008 and 50% in 2009. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of the termination of his employment by Mr. Leonard for good reason, by the Company other than for cause, or by reason of his death or disability.

    7

    Pursuant to Mr. Leonard's retention agreement, in the event of a termination related to a change of control, Mr. Leonard is not eligible to receive subsidized medical and dental benefits.

    8

    As of December 31, 2007, compensation and benefits available to Mr. Leonard under this scenario are substantially the same as available with a voluntary resignation.

    9

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), respectively.in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    10

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    Under the terms of Mr. Leonard's retention agreement, we may terminate his employment for cause upon Mr. Leonard's:

    In the event of a change of control, Mr. Leonard may terminate his employment for good reason upon:

    397

    Jay A. Lewis
    Vice President & Chief Financial Officer, Utility Operations Group

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Vice President & Chief Financial Officer, Utility Operations Group would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:




    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(5)

     





    Disability

     





    Death

     




    Change in Control(7)


    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

                    

    Unvested Stock Options:(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $50,432

     

    $47,090(6)

     

    $47,090

    ---

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    1

    In addition to the payments and benefits in the table, Mr. Lewis would have been entitled to receive his vested pension benefits. For information regarding these vested benefits, see "2007 Pension Benefits."

    2

    Mr. Lewis does not participate in the System Executive Continuity Plan.

    3

    Mr. Lewis does not participate in the Performance Unit Programs.

    4

    In the event of disability, all of, Mr. Lewis' unvested stock options would immediately vest. For purposes of this table, it is assumed that Mr. Lewis exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    As of December 31, 2007, compensation and benefits available to Mr. Lewis under this scenario are substantially the same as available with a voluntary resignation.

    6

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    7

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    398

    Hugh T. McDonald
    President & CEO, Entergy Arkansas

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy Arkansas would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:




    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(6)

     





    Disability

     





    Death

     




    Change in
    Control(8)


    Termination Related to a Change in Control(5)

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $460,514

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $87,648

     

    $87,648

     

    ---

    $131,472

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $39,840

     

    $39,840

     

    $119,520

    $119,520

                    

    Unvested Stock Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $752,417

     

    $332,400(7)

     

    $332,400

    $752,417

    Medical and Dental
      Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $15,466

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $845,451

    1

    In addition to the payments and benefits in the table, Mr. McDonald also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." If Mr. McDonald's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2007 Pension Benefits." If Mr. McDonald's employment were terminated "for cause," he would forfeit his Supplemental Executive Retirement Plan and other similar supplemental benefits.

    2

    In the event of a termination related to a change in control, Mr. McDonald would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time his base salary plus annual incentive, calculated at target opportunity.

    3

    In the event of a termination related to a change in control, termination for good reason or other than for cause or death, Mr. McDonald would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. McDonald's awards has been calculated as follows:

    2006 - 2008 Plan - 1,100 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    4

    In the event of disability or a termination related to a change in control, all of Mr. McDonald's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. McDonald exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. McDonald would be eligible to receive subsidized medical and dental benefits for a period of 12 months.

    399

    6

    As of December 31, 2007, compensation and benefits available to Mr. McDonald under this scenario are substantially the same as available with a voluntary resignation.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    8

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    Carolyn Shanks
    President & CEO, Entergy Mississippi

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy Mississippi would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2007:




    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(7)

     





    Disability

     





    Death

     




    Change in
    Control(9)


    Termination Related to a Change in Control(5)

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $460,514

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $87,648

     

    $87,648

     

    ---

    $131,472

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $39,840

     

    $39,840

     

    $119,520

    $119,520

                    

    Unvested Stock Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $752,417

     

    $332,400(8)

     

    $332,400

    $752,417

    Unvested Restricted
      Units(5)

     


    - ---

     


    - ---

     


    - ---

     


    - ---

     


    - ---

     


    - ---

     


    - ---


    $215,136

    Medical and Dental
      Benefits(6)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $11,514

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    1

    In addition to the payments and benefits in the table, Ms. Shanks also would have been entitled to receive her vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." If Ms. Shanks' employment were terminated under certain conditions relating to a change in control, she would also be eligible for early retirement benefits, which are described in "2007 Pension Benefits." If Ms. Shanks' employment were terminated "for cause," she would forfeit her System Executive Retirement Plan and other similar supplemental benefits.

    2

    In the event of a termination related to a change in control, Ms. Shanks would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time her base salary plus annual incentive, calculated at target opportunity.

    3

    In the event of a termination related to a change in control, Ms. Shanks would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to her performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Ms. Shanks' awards has been calculated as follows:

    2006 - 2008 Plan - 1,100 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    400

    4

    In the event of disability or a termination related to a change in control, all of Ms. Shanks' unvested stock options would immediately vest. In addition, she would be entitled to exercise her stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Ms. Shanks exercised her options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    Ms. Shanks' 1,800 restricted units vest in 2011. In the event of a termination related to a change in control, any unvested restricted units would vest immediately.

    6

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Ms. Shanks would be eligible to receive subsidized medical and dental benefits for a period of 12 months.

    7

    As of December 31, 2007, compensation and benefits available to Ms. Shanks under this scenario are substantially the same as available with a voluntary resignation.

    8

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    9

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    Richard J. Smith
    President and Chief Operating Officer

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and Chief Operating Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:



    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(6)

     





    Disability

     





    Death

     




    Change in
    Control(8)


    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $3,163,659

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $478,080

     

    $478,080

     

    ---

    $717,120

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $179,280

     

    $179,280

     

    $537,840

    $537,840

                    

    Unvested Stock
      Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $4,017,067

     

    $1,662,000(7)

     

    $1,662,000

    $4,017,067

    Medical and Dental
      Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $34,332

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $2,945,124

    401

    1

    In addition to the payments and benefits in the table, Mr. Smith also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." In the event of a termination related to a change in control, pursuant to the terms of the Pension Equalization Plan, Mr. Smith would be eligible for subsidized early retirement even if he does not have company permission to separate from employment. If Mr. Smith's employment were terminated for cause, he would not receive a benefit under the Pension Equalization Plan.

    2

    In the event of a termination related to a change in control, Mr. Smith would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to 2.99 times the sum of his base salary plus annual incentive, calculated at target opportunity.

    3

    In the event of a termination related to a change in control, Mr. Smith would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, the value of Mr. Smith's awards were calculated as follows:

    2006 - 2008 Plan - 6,000 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 4,500 performance units at target, assuming a stock price of $119.52

    With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    4

    In the event of disability or a termination related to a change in control, all of Mr. Smith's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Smith exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Smith would be eligible to receive subsidized medical and dental benefits for a period of 36 months.

    6

    As of December 31, 2007, compensation and benefits available to Mr. Smith under this scenario are substantially the same as available with a voluntary resignation.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    8

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target)

    402

    Gary J. Taylor
    Group President, Utility Operations

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Group President, Utility Operations would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2007:



    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(6)

     





    Disability

     





    Death

     




    Change in
    Control(8)


    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $2,809,029

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $478,080

     

    $478,080

     

    ---

    $717,120

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $179,280

     

    $179,280

     

    $537,840

    $537,840

                    

    Unvested Stock
      Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $3,993,634

     

    $1,662,000(7)

     

    $1,662,000

    $3,993,634

    Medical and Dental
      Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $34,332

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $3,599,207

    1

    In addition to the payments and benefits in the table, Mr. Taylor would also have been entitled to receive his vested pension benefits. If Mr. Taylor's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." If Mr. Taylor's employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan.

    2

    In the event of a termination related to a change in control, Mr. Taylor would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to three times the sum of his base salary plus annual incentive, calculated at target opportunity.

    3

    In the event of a termination related to a change in control, Mr. Taylor would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level for the entire performance period. For purposes of the table, the value of Mr. Taylor's awards were calculated as follows:

    2006 - 2008 Plan - 6,000 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 4,500 performance units at target, assuming a stock price of $119.52

    With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    4

    In the event of disability or a termination related to a change in control, all of Mr. Taylor's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for a ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Taylor exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Taylor would be eligible to receive subsidized medical and dental benefits for a period of 36 months.

    6

    As of December 31, 2007, compensation and benefits available to Mr. Taylor under this scenario are substantially the same as available under a voluntary resignation.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    403

    8

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target)

    Roderick K. West
    President & CEO, Entergy New Orleans

    The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the CEO, Entergy New Orleans would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2007:



    Benefits and Payments Upon Termination(1)

     




    Voluntary
    Resignation

     




    For
    Cause

     

    Termination for Good Reason or Not for Cause

     





    Retirement(6)

     





    Disability

     





    Death

     




    Change in
    Control(8)


    Termination Related to a Change in Control

                    

    Severance Payment(2)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $386,400

    Performance Units:(3)

                   

    2006-2008 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $58,405

     

    $58,405

     

    ---

    $87,608

    2007-2009 Performance
      Unit Program

     

    ---

     

    ---

     

    ---

     

    ---

     

    $39,840

     

    $39,840

     

    $119,520

    $119,520

                    

    Unvested Stock
      Options(4)

     

    ---

     

    ---

     

    ---

     

    ---

     

    $433,324

     

    $332,400 (7)

     

    $332,400

    $433,324

    Medical and Dental
      Benefits(5)

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    $15,466

    280G Tax Gross-up

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

     

    ---

    ---

    1

    In addition to the payments and benefits in the table, Mr. West also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2007 Pension Benefits." Mr. West is not entitled to additional pension benefits in the event of a change in control.

    2

    In the event of a termination related to a change in control, Mr. West would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time his base salary plus annual incentive, calculated at target opportunity.

    3

    In the event of a change in control, Mr. West would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. West's awards have been calculated as follows:

    2006 - 2008 Plan - 733 performance units at target, assuming a stock price of $119.52

    2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $119.52

    For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.

    4

    In the event of disability or a termination related to a change in control, all of Mr. West's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for a ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. West exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2007, and the applicable exercise price of each option share.

    5

    Pursuant to the System Executive Continuity Plan, in the event of a change in control, Mr. West would be eligible to receive subsidized medical and dental benefits for period of 12 months.

    404

    6

    As of December 31, 2007, compensation and benefits available to Mr. West under this scenario are substantially the same as available with a voluntary resignation.

    7

    Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable.

    8

    Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control.  The accelerated benefits in the event of a change in control are as follows:

    • All unvested stock options would become immediately exercisable

    • All performance units become vested (based on the assumption that all performance goals were achieved at target).

    In the following sections, additional information is provided regarding certain of the scenarios described in the tables above:

    Termination Related to a Change in Control

    Under the System Executive Continuity Plans. AllPlan, the Named Executive Officers participate(except Mr. Lewis) will be entitled to the benefits described in onethe tables above in the event of Entergy's two System Executive Continuity Plans. However, if Mr. Leonard receives benefits under thea termination related to a change in control protections of his retention contract, whichif their employment is described below, he will not also receive benefits under the Continuity Plans. Each plan provides severance payterminated other than for cause or if they terminate their employment for good reason, in each case within a period commencing 90 days prior to and benefits under specified circumstancesending 24 months following a change in control.

    A change in control includes the following events:

    The proposed separation of the non-utility nuclear business in a tax-free spin-off to Entergy Corporation's shareholders does not constitute a "Change of Control" for purposes of the System Executive Continuity Plan.

    Entergy Corporation may terminate a Named Executive Officer's employment for cause under the System Executive Continuity Plan if he or she:

    405

    A Named Executive Officer may terminate employment with Entergy Corporation for good reason under the System Executive Continuity Plan if, without the Named Executive Officer's consent:

    In addition to participation in the eventSystem Executive Continuity Plan, upon the completion of a participant's employmenttransaction resulting in a change in control of Entergy Corporation, benefits already accrued under the System Executive Retirement Plan and Pension Equalization Plan, if any, will become fully vested if the executive is involuntarily terminated without cause or if a participant terminates employment for good reason during the change in control period, the named executive officers will be entitled to:

    Participants in the Continuity PlansPerformance Unit Program are subject to post-employment restrictive covenants, including noncompetition provisions that runforfeiture, if the executive:

    Deferred Compensation Plans. Executives are eligibleFurthermore, if the executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates their non-competition provision, he or she will be required to defer earned income through participationrepay any benefits previously received under the System Executive Continuity Plan.

    Termination for Cause

    If a Named Executive Officer's employment is terminated for "cause" (as defined in Entergy'sthe System Executive Deferred CompensationContinuity Plans and described above under "Termination Related to a Change in Control"), he or she is generally entitled to the same compensation and separation benefits described below under "Voluntary Resignation."

    406

    Voluntary Resignation

    If a Named Executive Officer voluntarily resigns from an Entergy System company employer, he or she is entitled to all accrued benefits and compensation as of the separation date, including qualified pension benefits (if any) and other post-employment benefits on terms consistent with those generally available to other salaried employees. In the case of voluntary resignation, the officer would forfeit all unvested stock options and restricted units as well as any perquisites to which he or she is entitled as an officer. In addition, the officer would forfeit, except as described below, his or her right to receive incentive payments under the Performance Unit Program or the Executive Incentive Plan. If the officer resigns after the completion of an Executive Incentive Plan ("EDCP") or Performance Unit Program performance period, he or she could receive a payout under the Performance Unit Program based on the outcome of the performance cycle and could, at the Entergy Corporation's discretion, rece ive an annual incentive payment under the Executive Incentive Plan. Any vested stock options held by purchasing phantom unitsthe officer as of the separation date will expire the earlier of ten years from date of grant or 90 days from the last day of active employment.

    Retirement

    Under Entergy Corporation's retirement plans, a Named Executive Officer's eligibility for retirement benefits is based on a combination of age and years of service. Normal retirement is defined as age 65. Early retirement is defined under the qualified retirement plan as minimum age 55 with 10 years of service and in the case of the System Executive Retirement Plan and the supplemental credited service under the Pension Equalization Plan, the consent of Entergy System company employer.

    Upon a Named Executive Officer's retirement, he or she is generally entitled to all accrued benefits and compensation as of the separation date, including qualified pension benefits and other post-employment benefits consistent with those generally available to salaried employees. The annual incentive payment under the Executive Incentive Plan is pro-rated based on the actual number of days employed during the performance year in which the retirement date occurs. Similarly, payments under the Performance Unit Program are pro-rated based on the actual number of days employed, in each outstanding performance cycle, in which the retirement date occurs. In each case, payments are delivered at the conclusion of each annual or performance cycle, consistent with the timing of payments to active participants in the Executive Incentive Plan and the Performance Unit Program, respectively.

    Unvested stock at fair market valueoptions issued under the Equity Ownership Plan ("EOP"). Executives mayvest on the retirement date and expire ten years from the grant date of the options. Any restricted units held (other than those issued under the EDCP defer receipt of base salary, amounts due underPerformance Unit Program) by the executive plansupon his or her retirement are forfeited, and perquisites (other than short-term financial counseling services) are not available following the separation date.

    Disability

    If a Named Executive Officer's employment is terminated due to disability, he or she generally is entitled to the same compensation and separation benefits described above annual bonuses, performance units, and approved incentive compensation such asunder "Retirement," except that restricted units may be subject to specific disability benefits (as noted, where applicable, in the tables above).

    Death

    If a Named Executive Officer dies while actively employed by an Entergy System company employer, he or she generally is entitled to the same compensation and signing bonuses. The investmentseparation benefits described above under "Retirement," except that:

    407

    Compensation of Directors

    For information regarding compensation of the directors of Entergy Corporation, see the Proxy Statement under the heading "Director Compensation", which information is incorporated herein by reference. The Boards of Directors of Entergy Arkansas, Entergy Gulf States Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy currently have no non-employee directors, and none of the current directors of these companies are compensated for their responsibilities as director.

                Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans with a minimumare comprised solely of five years of service on the respective Boards of Directors are paid $200 a monthemployee directors who receive no compensation for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. System Energy has no retired non-employee directors.

                Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. For those directors who retired prior to the retirement age, their benefits are reduced. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as a n advisory director are included in calculating this benefit.

    Executive Employment Contracts and Retention Agreements

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

                Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan, and awards granted under the EOP, will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).

    Retention Agreement with Mr. Leonard - Mr. Leonard's retention agreement provides that if he terminates his employment following his attainment of age 55, with or without "good reason" and except for "cause," he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in the Company's non-qualified supplemental retirement plans such as the SERP, the SRP, or the PEP. Mr. Leonard will reach age 55 during the 2005 calendar year. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, before or after his attainment of age 55, he will forfeit his non-qualified supplemental retirement benefit. However, if Mr. Leonard were to leave without "cause" on or after his attainment of age 55, he would be entitled to receive this benefit, plus:

                Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final monthly compensation (as defined under the SERP), reduced to account for benefits payable to Mr. Leonard under the Company's and a former employer's qualified pension plans. As of December 31, 2004, his final monthly compensation was $191,228 which amount would provide for a single life annuity of approximately $1,376,842 per year as his non-qualified supplemental retirement benefit, subject to the offsets described above. The benefit is payable in a single lump sum, or as periodic payments, at his discretion. If elected, periodic payments will be due for Mr. Leonard's life, and then a reduced benefit of 50% will be due for the life of his spouse.

                Upon attainment of 10 years of service with the Company, which will occur in 2008, Mr. Leonard would qualify for retirement under certain Company plans. At this point, he would become eligible to receive additional benefits comparable to those available to other retirees of the Company, such as accelerated vesting of stock options, an extended period to exercise those options, pro-rated payment of annual and long-term incentive awards, and continued health and welfare coverage to the extent available.

    The retention agreement with Mr. Leonard further provides that, subject to certain forfeiture provisions, upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, or (b) by reason of Mr. Leonard's death or disability:

    Employment Agreement with Ms. Shanks - The employment agreement with Ms. Shanks provides for her continued employment until 2011. During this period, Ms. Shanks will continue to participate in all executive plans, programs, and arrangements for which she is eligible. In October of 2011, Ms. Shanks will become a special project coordinator of Entergy Mississippi or another Entergy System company until 2016. During her tenure as special project coordinator, Ms. Shanks will continue to receive her same rate of annual base salary in effect immediately prior to her assumption of this post, but will forfeit an amount sufficient to fund this salary from amounts that would otherwise be credited to her non-qualified deferral accounts. Commencing in October of 2016, Ms. Shanks will be eligible to retire with all of the post-retirement compensation and benefits for which she is eligible.

                During the term of the agreement, Ms. Shanks may resign, or Entergy may terminate her for "cause," as defined in the agreement. In either of those events, Ms. Shanks is due no additional compensation or benefits under the agreement. If there is a "change in control" before October of 2011, she remains eligible for benefits under the System Executive Continuity Plan. If the change in control occurs while Ms. Shanks is a special project coordinator, and Entergy's obligations under this agreement are breached, she receives:

    Retention agreement with Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Smith for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

    Personnel Committee Interlocks and Insider Participation

                The compensation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy executive officers was set by the Personnel Committee of Entergy Corporation's Board of Directors, composed solely of Directors of Entergy Corporation.

    Item 12.Security Ownership of Certain Beneficial Owners and Management

    Entergy Corporation owns 100% of the outstanding common stock of registrants Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and System Energy.Orleans. The information with respect to persons known by Entergy Corporation to be beneficial owners of more than 5% of Entergy Corporation's outstanding common stock is included under the heading "Stockholders Who Own at Least Five Percent" in the Proxy Statement, which information is incorporated herein by reference. The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.

                As

    The following table sets forth the beneficial ownership of Common Stock of Entergy Corporation and stock-based units as of December 31, 2004, the2007 for all directors theand Named Executive Officers,Officers. Unless otherwise noted, each person had sole voting and investment power over the directorsnumber of shares of Common Stock and officers as a group for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, respectively, beneficially owned directly or indirectly common stockstock-based units of Entergy Corporation as indicated:set forth across from his or her name.

     

    Entergy Corporation
    Common Stock

      
      

    Amount of Nature of
    Beneficial Ownership (a)

      




    Name

     

    Sole Voting
    and
    Investment
    Power

     


    Other
    Beneficial
    Ownership(b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

           

    Entergy Corporation

          

    Maureen S. Bateman*

     

    2,700

     

    -

     

    3,200

    W. Frank Blount*

     

    9,384

     

    -

     

    13,600

    Simon D. deBree*

     

    1,442

     

    -

     

    2,400

    Claiborne P. Deming*

     

    6,700

     

    -

     

    1,600

    Leo P. Denault**

     

    951

     

    52,423

     

    48,924

    Alexis Herman*

     

    900

     

    -

     

    800

    Donald C. Hintz***

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard***

     

    13,433

     

    1,376,800

     

    150,731

    Robert v.d. Luft*

     

    24,472

     

    285,667

     

    9,600

    Kathleen A. Murphy* (e)

     

    2,700

     

    1,000

     

    3,200

    Dr. Paul W. Murrill* (d)

     

    2,915

     

    -

     

    14,400

    James R. Nichols* (e)

     

    8,910

     

    3,684

     

    14,400

    William A. Percy, II*

     

    2,950

     

    -

     

    3,200

    Dennis H. Reilley* (d)

     

    600

     

    -

     

    4,000

    Mark T. Savoff**

     

    174

     

    -

     

    207

    Robert D. Sloan**

     

    309

     

    4,033

     

    217

    Richard J. Smith**

     

    1,658

     

    190,538

     

    56,875

    Wm. Clifford Smith*

     

    12,988

     

    -

     

    16,800

    Bismark A. Steinhagen* (e)

     

    9,424

     

    2,623

     

    24,000

    C. John Wilder**

     

    -

     

    -

     

    -

    Steven V. Wilkinson*

     

    750

     

    -

     

    800

    All directors and executive

          

    officers

     

    118,815

     

    2,979,314

     

    537,451


    Name

     


    Shares(1)

     

    Options Exercisable
    Within 60 Days

     


    Stock Units(2)

           

    Entergy Corporation

          

    Maureen S. Bateman*

     

    4,500

     

    -

     

    5,600

    W. Frank Blount*

     

    11,034

     

    -

     

    16,000

    Simon D. deBree*

     

    2,849

     

    -

     

    4,637

    Leo P. Denault**

     

    1,399

     

    184,022

     

    25,452

    Gary W. Edwards*(4)

     

    1,400

     

    -

     

    1,431

    Alexis Herman*

     

    2,700

     

    -

     

    3,200

    Donald C. Hintz*(4)

     

    7,243

     

    320,000

     

    2,400

    J. Wayne Leonard***

     

    13,842

     

    2,052,000

     

    163,526

    Stuart L. Levenick*

     

    1,400

     

    -

     

    1,431

    James R. Nichols*(3)

     

    8,074

     

    -

     

    17,026

    William A. Percy, II*(4)

     

    4,750

     

    -

     

    5,854

    Mark T. Savoff**

     

    556

     

    83,466

     

    224

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    W. J. Tauzin*

     

    1,300

     

    -

     

    1,293

    Gary J. Taylor**

     

    1,300

     

    216,499

     

    497

    Steven V. Wilkinson*

     

    2,455

     

    -

     

    2,827

    All directors and executive

          

      officers as a group (21 persons)

     

    87,042

     

    3,591,889

     

    308,417

      

    Entergy Corporation
    Common Stock

      
      

    Amount of Nature of
    Beneficial Ownership (a)

      




    Name

     

    Sole Voting
    and
    Investment
    Power

     


    Other
    Beneficial
    Ownership(b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

           

    Entergy Arkansas

          

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Donald C Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Hugh T. McDonald***

     

    4,733

     

    53,999

     

    25,967

    Mark T. Savoff***

     

    174

     

    -

     

    207

    Richard J. Smith***

     

    1,658

     

    190,538

     

    56,875

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    37,483

     

    2,759,540

     

    451,418

           

    Entergy Gulf States

          

    E. Renae Conley***

     

    1,843

     

    107,192

     

    40,402

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Joseph F. Domino***

     

    8,125

     

    50,809

     

    24,377

    Donald C. Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Mark T. Savoff***

     

    174

     

    -

     

    207

    Richard J. Smith***

     

    1,658

     

    190,538

     

    56,875

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    42,718

     

    2,863,542

     

    490,230

           

    Entergy Louisiana

          

    E. Renae Conley***

     

    1,843

     

    107,192

     

    40,402

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Donald C. Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Mark T. Savoff***

     

    174

     

    -

     

    207

    Richard J. Smith***

     

    1,658

     

    190,538

     

    56,875

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    34,593

     

    2,812,733

     

    465,853

           

    Entergy Mississippi

          

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Donald C. Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Mark T. Savoff***

     

    174

     

    -

     

    207

    Carolyn C. Shanks***

     

    4,999

     

    29,333

     

    15,698

    Richard J. Smith***

     

    1,658

     

    190,538

     

    56,875

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    37,749

     

    2,734,874

     

    441,149

    408

      

    Entergy Corporation
    Common Stock

      
      

    Amount of Nature of
    Beneficial Ownership (a)

      




    Name

     

    Sole Voting
    and
    Investment
    Power

     


    Other
    Beneficial
    Ownership(b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

           

    Entergy New Orleans

          

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Donald C. Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Daniel F. Packer***

     

    543

     

    40,133

     

    5,446

    Mark T. Savoff***

     

    174

     

    -

     

    207

    Richard J. Smith***

     

    1,658

     

    190,538

     

    56,875

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    33,293

     

    2,745,674

     

    430,897

           

    System Energy

          

    Leo P. Denault***

     

    951

     

    52,423

     

    48,924

    Donald C. Hintz**

     

    4,963

     

    630,000

     

    87,605

    J. Wayne Leonard**

     

    13,433

     

    1,376,800

     

    150,731

    Steven C. McNeal*

     

    5,237

     

    19,000

     

    3,624

    Mark T. Savoff**

     

    174

     

    -

     

    207

    Richard J. Smith**

     

    1,658

     

    190,538

     

    56,875

    Gary J. Taylor***

     

    1,198

     

    79,200

     

    12,094

    C. John Wilder**

     

    -

     

    -

     

    -

    All directors and executive

          

    officers

     

    38,307

     

    2,727,108

     

    429,075


    Name

     


    Shares(1)

     

    Options Exercisable
    Within 60 Days

     


    Stock Units(2)

           

    Entergy Arkansas

          

    Leo P. Denault*

     

    1,399

     

    184,022

     

    25,452

    J. Wayne Leonard**

     

    13,842

     

    2,052,000

     

    163,526

    Jay A. Lewis**

     

    887

     

    21,683

     

    -

    Hugh T. McDonald***

     

    5,486

     

    62,721

     

    28,171

    Mark T. Savoff*

     

    556

     

    83,466

     

    224

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    Gary J. Taylor***

     

    1,300

     

    216,499

     

    497

    All directors and executive

          

      officers as a group (12 persons)

     

    45,710

     

    3,356,293

     

    274,889

           

    Entergy Gulf States Louisiana

          

    E. Renae Conley***

     

    2,289

     

    82,558

     

    13,304

    Leo P. Denault*

     

    1,399

     

    184,022

     

    25,452

    Joseph F. Domino**

     

    4,651

     

    39,500

     

    346

    J. Wayne Leonard**

     

    13,842

     

    2,052,000

     

    163,526

    Jay A. Lewis**

     

    887

     

    21,683

     

    -

    Mark T. Savoff*

     

    556

     

    83,466

     

    224

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    Gary J. Taylor***

     

    1,300

     

    216,499

     

    497

    All directors and executive

          

      officers as a group (13 persons)

     

    47,164

     

    3,415,630

     

    260,368

           

    Entergy Louisiana

          

    E. Renae Conley***

     

    2,289

     

    82,558

     

    13,304

    Leo P. Denault*

     

    1,399

     

    184,022

     

    25,452

    J. Wayne Leonard**

     

    13,842

     

    2,052,000

     

    163,526

    Jay A. Lewis**

     

    887

     

    21,683

     

    -

    Mark T. Savoff*

     

    556

     

    83,466

     

    224

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    Gary J. Taylor***

     

    1,300

     

    216,499

     

    497

    All directors and executive

          

      officers as a group (12 persons)

     

    42,513

     

    3,376,130

     

    260,022

           

    Entergy Mississippi

          

    Leo P. Denault*

     

    1,399

     

    184,022

     

    25,452

    J. Wayne Leonard**

     

    13,842

     

    2,052,000

     

    163,526

    Jay A. Lewis**

     

    887

     

    21,683

     

    -

    Mark T. Savoff*

     

    556

     

    83,466

     

    224

    Carolyn C. Shanks***

     

    2,005

     

    43,000

     

    3,488

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    Gary J. Taylor***

     

    1,300

     

    216,499

     

    497

    All directors and executive

          

      officers as a group (12 persons)

     

    42,229

     

    3,336,572

     

    250,206

    409


    Name

     


    Shares(1)

     

    Options Exercisable
    Within 60 Days

     


    Stock Units(2)

           

    Entergy New Orleans

          

    Tracie L. Boutte*

     

    2,063

     

    9,532

     

    6

    William J. Burroughs*

     

    1,968

     

    2,700

     

    -

    J. Wayne Leonard**

     

    13,842

     

    2,052,000

     

    163,526

    Jay A. Lewis**

     

    887

     

    21,683

     

    -

    Richard J. Smith**

     

    7,620

     

    364,137

     

    55,313

    Gary J. Taylor**

     

    1,300

     

    216,499

     

    497

    Roderick K. West***

     

    1,041

     

    5,334

     

    -

    All directors and executive

          

      officers as a group (14 persons)

     

    45,296

     

    3,311,138

     

    246,724

           

    *

    Director of the respective Company

    **

    Named Executive Officer of the respective Company

    ***

    Director and Named Executive Officer of the respective Company

    (a)(1)

    Based on information furnished by the respective individuals. Except as noted, each individual has sole voting and investment power. The number of shares of Entergy Corporation common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding Entergy Corporation common stock.

    (b)

    Other Beneficial Ownership includes, for the Named Executive Officers, shares of Entergy Corporation common stock that may be acquired within 60 days after December 31, 2004, in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan.

    (c)(2)

    Represents the balances of stock equivalentphantom units each executive holds under the defined contribution restoration plan and the deferral provisions of the Equity Ownership Plan and the Defined Contribution Restoration Plan. These units will be paid out in a combinationeither Entergy Corporation Common Stock or cash equivalent to the value of one share of Entergy Corporation Common Stock and cash based on the value of Entergy Corporation Common Stockper unit on the date of payout.payout, including accrued dividends. The deferral period is determined by the individual and is at least two years from the award of the bonus. For directors of Entergy Corporation the stock equivalentphantom units are part ofissued under the Service AwardRecognition Program for Outside Directors. All non-employee directors are credited with units for each year of service on the Board.

    (d)(3)

    Dr. Murrill and Mr. Reilley have deferred receipt of an additional 5,100Excludes 5,059 shares and 2,100 shares, respectively.

    (e)

    Includes 1,000 shares in which Ms. Murphy has joint ownership, 2,623 shares for Mr. Steinhagen that are in his wife's name, and 3,684 shares for Mr. Nichols that are owned by a charitable foundation that heMr. Nichols controls.

    (4)

    Includes 600, 600 and 1,500 shares deferred by Mr. Edwards, Mr. Hintz and Mr. Percy, respectively, under the Equity Ownership Plan.

    410

    Equity Compensation Plan Information

               Entergy has two plans that grant stock options, equity awards, and incentive awards to key employees of the Entergy subsidiaries. The Equity Ownership Plan is a shareholder-approved stock-based compensation plan. The Equity Awards Plan is a Board-approved stock-based compensation plan.

    The following table summarizes the equity compensation plan information about Entergy's stock options awarded under these plans as of December 31, 2004.2007. Information is included for equity compensation plans approved by the stockholders and equity compensation plans not approved by the stockholders.




    Plan

    Number of Securities to be Issued Upon Exercise of Outstanding Options

    Weighted Average Exercise Price


    Number of Securities Remaining Available for Future Issuance (a)

     

    Number of Securities to
    be Issued Upon Exercise
    of Outstanding Options


    (a)

     

    Weighted
    Average
    Exercise
    Price

    (b)

     

    Number of Securities
    Remaining Available for
    Future Issuance (excluding securities reflected in column (a))
    (c)

          

     

     

     

     

     

     

    Equity compensation plans
    approved by security holders

     


    5,327,272

     


    $45.64

     


    5,582,403

    Equity compensation plans not
    approved by security holders

     


    6,982,805

     


    $39.02

     


    - -

    Equity compensation plans
    approved by security holders(1)

     


    8,338,223

     


    $63.70

     


    5,992,469

    Equity compensation plans not
    approved by security holders(2)

     


    2,193,208

     


    $38.68

     


    - -

    Total

     

    12,310,077

     

    $41.88

     

    5,582,403

     

    10,531,431

     

    $58.50

     

    5,992,469

    (a)(1)

    Effective upon the May 9, 2003 stockholder re-approval ofIncludes the Equity Ownership Plan, which was approved by the shareholders on May 15, 1998. The 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries ("2007 Plan"), was approved by Entergy Corporation shareholders on May 12, 2006. 7,000,000 shares of Entergy Corporation common stock can be issued from the 2007 Plan, with no more than 2,000,000 shares available for non-option grants. The Equity Ownership Plan and the 2007 Plan (the "Plans") are administered by the Personnel Committee of the Board of Directors (other than with respect to awards granted to non-employee directors, which awards are administered by the entire Board of Directors). Eligibility under the Plans is limited to the non-employee directors and to the officers and employees of an Entergy System employer and any corporation 80% or more of whose stock (based on voting power) or value is owned, directly or indirectly, by the Company. The Plans provide for the issuan ce of stock options, restricted shares, equity awards (units whose value is related to the value of shares of the Common Stock but do not represent actual shares of Common Stock), performance awards (performance shares or units valued by reference to shares of Common Stock or performance units valued by reference to financial measures or property other than Common Stock) and other stock-based awards.

    (2)

    Entergy has a Board-approved stock-based compensation plan. However, effective May 9, 2003, the Board has directed that no further awards be issued under the Equity Awards Plan. As of May 9, 2003, 4,076,628 shares were available for issuance under the Equity Awards Plan.that plan.

    411

    Item 13.Certain Relationships and Related Transactions and Director Independence

                During 2004, T. Baker Smith & Son, Inc. performed land-surveying services for,

    For information regarding certain relationships, related transactions and received payments of approximately $735,856 from Entergy companies. Mr. Wm. Clifford Smith, a director independence of Entergy Corporation, see the Proxy Statement under the headings "Corporate Governance - Director Independence" and "Transactions with Related Persons," which information is Chairmanincorporated herein by reference.

    Since December 31, 2006, none of the Subsidiaries or any of their affiliates has participated in any transaction involving an amount in excess of $120,000 in which any director or executive officer of any of the Subsidiaries, any nominee for director, or any immediate family member of the foregoing had a material interest as contemplated by Item 404(a) of Regulation S-K ("Related Party Transactions").

    Entergy Corporation's Board of T. Baker Smith & Son, Inc. Mr. Smith's children own 100%Directors has adopted policies and procedures for the review, approval or ratification of Related Party Transactions. Under these policies and procedures, the voting stock of T. Baker Smith & Son, Inc.

                See Item 10, "Directors and Executive Officers of the Registrants," for information on certain relationships and transactions required to be reported under this item.

                Entergy's Code of Business Conduct and Ethics for Employees provides that any waiver of that Code for executive officers, includingCorporate Governance Committee, or a waiver of a conflict of interest, can be made only by the Board, or if the Board so chooses, by a committee of independent directors, and must be promptly disclosed to Entergy's shareholders. Entergy's Code of Business Conduct and Ethics for Memberssubcommittee of the Board of Directors provides that any waiver of that Code, including any waiverEntergy Corporation comprised of independent directors, reviews the transaction and either approves or rejects the transaction after taking into account the following factors:

    The policy does not apply to (a) compensation and must be promptly disclosed to Entergy's shareholders.Related Party Transactions involving a director or an executive officer solely resulting from that person's service as a director or employment with the Company so long as the compensation is reported in the Company's filings with the SEC, (b) transactions involving the rendering of services as a public utility at rates or charges fixed in conformity with law or governmental authority or (c) any other categories of transactions currently or in the future excluded from the reporting requirements of Item 404(a) of Regulation SK.

    None of the Subsidiaries are listed issuers. As previously noted, the Boards of Directors of the Subsidiaries are comprised solely of employee directors. None of the Boards of Directors of any of the Subsidiaries has any committees.

    412

    Item 14.Principal Accountant Fees and Services(Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy for the years ended December 31, 20042007 and 20032006 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting were as follows:

     

    2004

     

    2003

     

    2007

     

    2006

    Entergy Corporation (consolidated)

            

    Audit Fees

     

    $6,289,500

     

    $3,244,750

     

    $9,512,245

     

    $6,128,113

    Audit-Related Fees (a)

     

    950,900

     

    690,665

     

    507,851

     

    299,319

            

    Total audit and audit-related fees

     

    7,240,400

     

    3,935,415

     

    10,020,096

     

    6,427,432

    Tax Fees (b)

     

    62,820

     

    119,802

     

    11,396

     

    39,891

    All Other Fees (c)

     

    -

     

    5,000

    All Other Fees

     

    -

     

    -

            

    Total Fees (d)

     

    $7,303,220

     

    $4,060,217

    Total Fees (c)

     

    $10,031,492

     

    $6,467,323

            

    Entergy Arkansas

            

    Audit Fees

     

    $673,875

     

    $402,200

     

    $726,750

     

    $739,975

    Audit-Related Fees (a)

     

    110,810

     

    68,963

     

    -

     

    58,000

            

    Total audit and audit-related fees

     

    784,685

     

    471,163

     

    726,750

     

    797,975

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees (c)

     

    -

     

    -

    All Other Fees

     

    -

     

    -

            

    Total Fees (d)

     

    784,685

     

    $471,163

    Total Fees (c)

     

    $726,750

     

    $797,975

            

    Entergy Gulf States

        

    Audit Fees

     

    $1,403,875

     

    $432,050

    Audit-Related Fees (a)

     

    110,810

     

    79,026

    Entergy Gulf States Louisiana

        

    Audit Fees (d)

     

    $2,753,000

     

    $776,975

    Audit-Related Fees (a) (e)

     

    112,000

     

    -

            

    Total audit and audit-related fees

     

    1,514,685

     

    511,076

     

    2,865,000

     

    776,975

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees

     

    -

     

    -

     

    -

     

    -

            

    Total Fees (d)

     

    $1,514,685

     

    $511,076

    Total Fees (c)

     

    $2,865,000

     

    $776,975

            

    Entergy Louisiana

            

    Audit Fees

     

    $718,875

     

    $355,800

     

    $764,250

     

    $780,975

    Audit-Related Fees (a)

     

    110,810

     

    69,617

     

    -

     

    -

            

    Total audit and audit-related fees

     

    829,685

     

    425,417

     

    764,250

     

    780,975

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees

     

    -

     

    -

     

    -

     

    -

            

    Total Fees (d)

     

    $829,685

     

    $425,417

    Total Fees (c)

     

    $764,250

     

    $780,975

    413

     

    2004

     

    2003

     

    2007

     

    2006

    Entergy Mississippi

            

    Audit Fees

     

    $708,875

     

    $413,300

     

    $801,750

     

    $738,975

    Audit-Related Fees (a)

     

    110,810

     

    53,204

     

    -

     

    -

            

    Total audit and audit-related fees

     

    819,685

     

    466,504

     

    801,750

     

    738,975

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees

     

    -

     

    -

     

    -

     

    -

            

    Total Fees (d)

     

    $819,685

     

    $466,504

    Total Fees (c)

     

    $801,750

     

    $738,975

            

    Entergy New Orleans

            

    Audit Fees

     

    $708,875

     

    $365,800

     

    $745,846

     

    $632,000

    Audit-Related Fees (a)

     

    183,710

     

    147,855

     

    -

     

    -

            

    Total audit and audit-related fees

     

    892,585

     

    513,655

     

    745,846

     

    632,000

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees (c)

     

    -

     

    -

    All Other Fees

     

    -

     

    -

            

    Total Fees (d)

     

    $892,585

     

    $513,655

    Total Fees (c)

     

    $745,846

     

    $632,000

        

    System Energy

            

    Audit Fees

     

    $598,750

     

    $350,200

     

    $748,750

     

    $669,397

    Audit-Related Fees (a)

     

    38,500

     

    8,800

     

    -

     

    -

            

    Total audit and audit-related fees

     

    637,250

     

    359,000

     

    748,750

     

    669,397

    Tax Fees

     

    -

     

    -

     

    -

     

    -

    All Other Fees

     

    -

     

    -

     

    -

     

    -

            

    Total Fees (d)

     

    $637,250

     

    $359,000

    Total Fees (c)

     

    $748,750

     

    $669,397

    (a)

    Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.

    (b)

    Includes fees for tax return review and tax compliance assistance.

    (c)

    Includes fees for assistance on regulatory matters. During 2003 the fees for other services were approved under the de minimis provision.

    (d)

    100% of fees paid in 20042007 and 20032006 were pre-approved by the Entergy Corporation Audit Committee.

    (d)

    Includes audit fees allocated to Entergy Texas of $1,376,500 in 2007 and $388,488 in 2006.

    (e)

    Includes audit-related fees allocated to Entergy Texas of $56,000 in 2007.

    414

    Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services

    The Audit Committee has adopted the following guidelines regarding the engagement of Entergy's independent auditor to perform services for Entergy:

    1.

    The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit relatedaudit-related services, tax services, and all other services).

    2.

    For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC's rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:

      • Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
      • All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service.

    3.

    The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.

    4.

    To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.

    5.

    The Vice President Risk Management and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.

    415

     

    PART IV


    Item 15.Exhibits and Financial Statement Schedules

    (a)1.

    Financial Statements and Independent Auditors' Reports for Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Table of Contents.

      

    (a)2.

    Financial Statement Schedules

    Report of Independent Auditor's Report on Financial Statement SchedulesRegistered Public Accounting Firm (see page 400)425)

    Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)

      

    (a)3.

    Exhibits

    Exhibits for Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Exhibit Index (see page E-1). Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.

    416

    ENTERGY CORPORATION

    SIGNATURES

     

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY CORPORATION


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    J. Wayne Leonard (Chief(Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Robert v.d. Luft (Chairman of the Board and Director); Leo P. Denault (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, W. Frank Blount, Simon deBee, Claiborne P. Deming,D. deBree, Gary W. Edwards, Alexis M. Herman, Donald C. Hintz, Kathleen A. Murphy, Paul W. Murrill,Stuart L. Levenick, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen,W. J. Tauzin, and Steven V. Wilkinson (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

      

    417

    ENTERGY ARKANSAS, INC.

    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY ARKANSAS, INC.


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and RichardGary J. SmithTaylor (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    418

     

    ENTERGY GULF STATES INC.LOUISIANA, L.L.C.

    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY GULF STATES INC.LOUISIANA, L.L.C.


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    Joseph F. Domino (ChairmanE. Renae Conley (Chair of the Board, President, Chief Executive Officer-Texas, and Director; Principal Executive Officer); E. Renae Conley (President, Chief Executive Officer-Louisiana,Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and RichardGary J. SmithTaylor (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    419

    ENTERGY LOUISIANA, INC.LLC

    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY LOUISIANA, INC.LLC


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    E. Renae Conley (Chairman(Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and RichardGary J. SmithTaylor (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    420

     

     

    ENTERGY MISSISSIPPI, INC.

    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY MISSISSIPPI, INC.


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    Carolyn C. Shanks (Chairman(Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and RichardGary J. SmithTaylor (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    421

     

    ENTERGY NEW ORLEANS, INC.

    SIGNATURES

     

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    ENTERGY NEW ORLEANS, INC.


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    Daniel F. PackerRoderick K. West (Chairman, of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff,Tracie L. Boutte and RichardWilliam J. SmithBurroughs (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    422

     

    SYSTEM ENERGY RESOURCES, INC.

    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

    SYSTEM ENERGY RESOURCES, INC.


    By /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. Langston, Theodore H. Bunting, Jr.
    Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2005February 28, 2008

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

    Signature

    Title

    Date

       
       

    /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    Nathan E. LangstonTheodore H. Bunting, Jr.

    Senior Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2005February 28, 2008

     

    Gary J. TaylorMichael R. Kansler (Chairman, of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Theodore H. Bunting, Jr.Wanda C. Curry (Vice President, Chief Financial Officer - Nuclear Operations; Principal Financial Officer); Leo P. Denault and Steven C. McNeal (Directors).

     

    By: /s/ Nathan E. LangstonTheodore H. Bunting, Jr.
    (Nathan E. Langston,Theodore H. Bunting, Jr., Attorney-in-fact)

    March 9, 2005February 28, 2008

    423

    EXHIBIT 23(a)

    CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement No. 33-54298 of Entergy Corporation on Form S-4, Registration Statements No. 333-02503 and 333-22007 of Entergy Corporation on Form S-3, and Registration Statements No. 333-55692, 333-68950, 333-75097, 333-90914, 333-98179, 333-140183, and 333-98179 of Entergy Corporation333-142055 on Form S-8 of our reports dated March 8, 2005,February 28, 2008, relating to the consolidated financial statements (which report expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Corporation's change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities and the change in 2002 in the method of accounting for goodwill and intangible assets),consolidated financial statement schedules,schedule of Entergy Corporation and to management's report onSubsidiaries and the effectiveness of Entergy Corporation and Subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Corporation and Subsidiaries for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration Statements No. 333-00103, 333-05045, 333-127780, and 333-109453 of Entergy Arkansas, Inc.333-132653 on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements and financial statement schedule of Entergy Arkansas, Inc. (which report includes an explanatory paragraph regardingand the effectiveness of Entergy Arkansas, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities), financial statement schedules, and to management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration Statements No. 33-49739, 33-51181, 333-60957, 333-109923, and 333-109923 of Entergy Gulf States, Inc.333-123691 on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements of Entergy Gulf States, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities to Entergy Texas, Inc. as part of a jurisdictional separation plan) and financial statement schedule of Entergy Gulf States Inc.'s change in 2003 in the method of accounting for asset retirement obligationsLouisiana, L.L.C., and for consolidation of variable interest entities), financial statement schedules, and to management's report on the effectiveness of Entergy Gulf States Louisiana, L.L.C.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Gulf States Inc.Louisiana, L.L.C. for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration Statements No. 333-00105, 333-01329 333-03567, and 333-114174 of Entergy Louisiana, Inc.333-132660 on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements and financial statement schedule of Entergy Louisiana, Inc. (which report includes an explanatory paragraph regardingLLC and the effectiveness of Entergy Louisiana, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities), financial statement schedules, and to management's report on the effectiveness ofLLC's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Louisiana, Inc.LLC for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration StatementStatements No. 333-110675 of Entergy Mississippi, Inc.333-124168 and 333-132658 on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc., financial statement schedules, and to management's report on the effectiveness of Entergy Mississippi, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration Statement No. 333-113586 of Entergy New Orleans, Inc. on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the receipt of an order from the Bankruptcy Court confirming the plan of reorganization which became effective after the close of business on May 8, 2007) and financial statement schedule of Entergy New Orleans, Inc., financial statement schedules, and to management's report on the effectiveness of Entergy New Orleans, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. for the year ended December 31, 2004.2007.

    We consent to the incorporation by reference in Registration Statements No. 33-47662, 33-61189, and 333-06717 of System Energy Resources, Inc. on Form S-3 of our reports dated March 8, 2005,February 28, 2008, relating to the financial statements of System Energy Resources, Inc. (which report includes an explanatory paragraph regardingand the effectiveness of System Energy Resources, Inc.'s change in 2003 in the method of accounting for asset retirement obligations) and to management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2004.2007.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 10, 2005February 28, 2008

    424

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders of
    Entergy Corporation:Corporation and Subsidiaries
    Entergy Arkansas, Inc.
    Entergy Mississippi, Inc.
    Entergy New Orleans, Inc.

    To the Board of Directors and Members of
    Entergy Gulf States Louisiana, L.L.C.
    Entergy Louisiana, LLC

    We have audited the consolidated financial statements of Entergy Corporation and Subsidiaries (the "Corporation") and we have also audited the financial statements of Entergy Arkansas, Inc., Entergy Gulf States Inc.Louisiana, L.L.C., Entergy Louisiana, Inc.,LLC, Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (collectively the "Companies"), as of December 31, 20042007 and 2003,2006, and for each of the three years in the period ended December 31, 2004, management's assessment of the effectiveness of2007, and the Corporation's and the respective Companies' internal control over financial reporting as of December 31, 2004, and the effectiveness of the Corporation's and the respective Companies' internal control over financial reporting as of December 31, 2004,2007, and have issued our reports thereon dated March 8, 2005.February 28, 2008. Our report on the consolidated financial statements of the CorporationEntergy Gulf States Louisiana, L.L.C. expresses an unqualified opinion and includes an explanatory paragraph regarding its change in 2003 in the methodeffects of accounting forthe distribution of certain assets and liabilities to Entergy Texas, Inc. as part of a sset retirement obligations and for consolidation of variable interest entities, and its change in 2002 in the method of accounting for goodwill and intangible assets.jurisdictional separation plan. Our reportsreport on the financial statementsstatemen ts of Entergy Arkansas,New Orleans, Inc., Entergy Gulf States, Inc., and Entergy Louisiana, Inc., each express expresses an unqualified opinion and includeincludes an explanatory paragraph regarding their change in 2003 in the methodreceipt of accounting for asset retirement obligations and for consolidationan order from the Bankruptcy Court confirming the plan of variable interest entities.reorganization which became effective after the close of business on May 8, 2007. The financial statements described above and our respective reports thereon are included elsewhere in this 20042007 Annual Report to Shareholders.on Form 10-K. Our audits also included the consolidated financial statement schedules of Entergythe Corporation and the financial statement schedules of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.,respective Companies listed in Item 15. These financial statement schedules are the responsibility of the Corporation' sCorporation's and the respective Companies' managements. Our responsibility is to express an opinion based on our audits. (We did not audit the financial statements of Entergy-Koch, LP, the Corporation's investment in which is accounted for by use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy-Koch, LP, which earnings were audited by other auditors whose report, which as to 2003 included an explanatory paragraph concerning a change in accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives, has been furnished to us, and our opinion, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors.) In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the i nformationinformation set forth therein.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 8, 2005February 28, 2008

    425

    (Page left blank intentionally)

    426

     

    INDEX TO FINANCIAL STATEMENT SCHEDULES


    Schedule

     

    Page

       

    I

    Financial Statements of Entergy Corporation:

    Statements of Income - For the Years Ended December 31, 2004, 2003, and 2002

    S-2

    Statements of Cash Flows - For the Years Ended December 31, 2004, 2003, and 2002

    S-3

    Balance Sheets, December 31, 2004 and 2003

    S-4

    Statements of Retained Earnings, Comprehensive Income, and Paid-In Capital for the
    Years Ended December 31, 2004, 2003, and 2002

    S-5

    II

    Valuation and Qualifying Accounts 2004, 20032007, 2006 and 2002:2005:

     
     

    Entergy Corporation and Subsidiaries

    S-6S-2

     

    Entergy Arkansas, Inc.

    S-7S-3

     

    Entergy Gulf States Inc.Louisiana, L.L.C.

    S-8S-4

     

    Entergy Louisiana, Inc.LLC

    S-9S-5

     

    Entergy Mississippi, Inc.

    S-10S-6

     

    Entergy New Orleans, Inc.

    S-11S-7



    Schedules other than those listed above are omitted because they are not required, not applicable, or the required information is shown in the financial statements or notes thereto.

    Columns have been omitted from schedules filed because the information is not applicable.

    S-1

    ENTERGY CORPORATION
     
    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
    STATEMENTS OF INCOME
     
      For the Years Ended December 31,
      2004 2003 2002
      (In Thousands)
           
    Income:      
      Equity in income of subsidiaries $936,961   $945,514  $629,367 
      Interest on temporary investments 37,859   36,400  46,964 
         Total 974,820   981,914  676,331 
           
    Other Expenses (Income) and Deductions:      
      Administrative and general expenses 23,643   16,844  41,126 
      Reimbursement on Subsidiary Stock Option Expenses (49,481)  (14,419) - - 
      Income taxes (credit) 16,544   (7,916) 6,948 
      Taxes other than income 1,754   753  588 
      Interest 72,836   59,709  28,309 
         Total 65,296   54,971  76,971 
           
    Net Income $909,524   $926,943  $599,360 
           
    See Entergy Corporation and Subsidiaries Notes to Financial      
    Statements in Part II, Item 8.      
    ENTERGY CORPORATION AND SUBSIDIARIES
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning  Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $29,911  ($4,122) $-  $25,789 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($557,592) $42,526  ($423,079) ($91,987)
        Injuries and damages (Note 2) 40,764  14,764  16,876  38,652 
        Environmental 9,654  6,029  5,750  9,933 
           Total ($507,174) $63,319  ($400,453) ($43,402)
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $30,805  $19,020  $30,477  $19,348 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($697,255) $51,101  ($223,597) ($422,557)
        Injuries and damages (Note 2) 30,278  14,083  9,669  34,692 
        Impairments 63,000  - -  63,000  - - 
        Environmental 12,277  5,778  8,512  9,543 
           Total ($591,700) $70,962  ($142,416) ($378,322)
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $20,266  $15,524  $4,985  $30,805 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($125,393) $39,172  $611,034  ($697,255)
        Injuries and damages (Note 2) 30,224  15,509  15,455  30,278 
        Impairments 87,000  - -  24,000  63,000 
        Environmental 16,683  1,757  6,163  12,277 
          Total $8,514  $56,438  $656,652  ($591,700)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 
             

    S-2

             
             
    ENTERGY ARKANSAS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning  Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $15,257  $1,392  $-  $16,649 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($53,421) $2,405  $341  ($51,357)
        Injuries and damages (Note 2) 2,280  1,598  1,344  2,534 
        Environmental 1,457  1,489  1,594  1,352 
           Total ($49,684) $5,492  $3,279  ($47,471)
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $15,777  $10,432  $10,952  $15,257 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($46,450) $4,810  $11,781  ($53,421)
        Injuries and damages (Note 2) 2,273  1,458  1,451  2,280 
        Environmental 1,561  1,596  1,700  1,457 
           Total ($42,616) $7,864  $14,932  ($49,684)
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $11,039  $5,837  $1,099  $15,777 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($29,027) $4,810  $22,233  ($46,450)
        Injuries and damages (Note 2) 2,613  1,692  2,032  2,273 
        Environmental 1,565  1,454  1,458  1,561 
           Total ($24,849) $7,956  $25,723  ($42,616)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 
             

    S-3

             
             
    ENTERGY GULF STATES LOUISIANA, L.L.C.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
             
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning  Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $759  $220  $-  $979 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($129,331) $16,200  ($99,555) ($13,576)
        Injuries and damages (Note 2) 4,820  3,551  3,125  5,246 
        Environmental 2,481  1,600  1,549  2,532 
          Total ($122,030) $21,351  ($94,881) ($5,798)
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $2,096�� ($1,337) $-  $759 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($144,701) $16,200  $830  ($129,331)
        Injuries and damages (Note 2) 4,417  2,294  1,891  4,820 
        Environmental 2,624  2,017  2,160  2,481 
           Total ($137,660) $20,511  $4,881  ($122,030)
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,048  $1,048  $-  $2,096 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($44,413) $6,176  $106,464  ($144,701)
        Injuries and damages (Note 2) 4,295  2,441  2,319  4,417 
        Environmental 2,635  1,837  1,848  2,624 
           Total ($37,483) $10,454  $110,631  ($137,660)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
             

    S-4

             
    ENTERGY LOUISIANA, LLC
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
     
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
             
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,856  $132  $-  $1,988 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($203,291) $20,393  ($179,617) ($3,281)
        Injuries and damages (Note 2) 12,709  1,373  6,867  7,215 
        Environmental 3,617  1,258  1,043  3,832 
           Total ($186,965) $23,024  ($171,707) $7,766 
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $6,141  $5,093  $9,378  $1,856 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($227,565) $20,393  ($3,881) ($203,291)
        Injuries and damages (Note 2) 10,728  5,372  3,391  12,709 
        Environmental 4,037  1,345  1,765  3,617 
           Total ($212,800) $27,110  $1,275  ($186,965)
             
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $3,135  $4,435  $1,429  $6,141 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($41,705) $18,593  $204,453  ($227,565)
        Injuries and damages (Note 2) 10,396  8,319  7,987  10,728 
        Environmental 8,064  (2,981) 1,046  4,037 
           Total ($23,245) $23,931  $213,486  ($212,800)
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 
             
    S-5
             
      
    ENTERGY MISSISSIPPI, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning  Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $616  ($1) $-  $615 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $1,200  $1,877  ($39,603) $42,680 
        Injuries and damages (Note 2) 5,134  275  1,945  3,464 
        Environmental 434  436  436  434 
           Total $6,768  $2,588  ($37,222) $46,578 
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,826  $351  $1,561  $616 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($83,672) $8,047  ($76,825) $1,200 
        Injuries and damages (Note 2) 4,882  1,228  976  5,134 
        Environmental 704  332  602  434 
           Total ($78,086) $9,607  ($75,247) $6,768 
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,126  $1,385  $685  $1,826 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $2,473  $7,942  $94,087  ($83,672)
        Injuries and damages (Note 2) 5,549  834  1,501  4,882 
        Environmental 890  342  528  704 
           Total $8,912  $9,118  $96,116  ($78,086)
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
             

    S-6

             
             
    ENTERGY NEW ORLEANS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2007, 2006, and 2005
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at 

    Charged to

     from Balance
      Beginning  Income or Provisions at End
    Description of Period Regulatory Assets (Note 1) of Period
    Year ended December 31, 2007        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $10,563  ($5,924) $-  $4,639 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($135,035) $-  ($122,883) ($12,152)
        Injuries and damages (Note 2) 6,072  794  148  6,718 
        Environmental 111  242  242  111 
           Total ($128,852) $1,036  ($122,493) ($5,323)
             
    Year ended December 31, 2006        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $25,422  $809  $15,668  $10,563 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($121,938) $-  $13,097  ($135,035)
        Injuries and damages (Note 2) 5,770  93  (209) 6,072 
        Environmental 131  102  122  111 
           Total ($116,037) $195  $13,010  ($128,852)
             
    Year ended December 31, 2005        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $3,492  $29,645  $7,715  $25,422 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $1,267  $-  $123,205  ($121,938)
        Injuries and damages (Note 2) 5,265  1,182  677  5,770 
        Environmental 766  (566) 69  131 
           Total $7,298  $616  $123,951  ($116,037)
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
             
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 

    S-7

    ENTERGY CORPORATION
     
    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
    STATEMENTS OF CASH FLOWS
         
      Year to Date December 31,
      2004 2003 2002
      (In Thousands)
    Operating Activities:      
      Net income $909,524  $926,943  $599,360 
      Noncash items included in net income:      
        Equity in earnings of subsidiaries (936,961) (945,514) (629,367)
        Deferred income taxes 32,316  (2,811) (4,803)
        Depreciation 237  591  912 
      Changes in working capital:      
        Receivables 38,007  (878) 1,430 
        Payables (678) (9,258) 4,898 
        Other working capital accounts (237,727) 145,014  (480,711)
      Common stock dividends received from subsidiaries 825,022  424,993  618,400 
      Other 55,811  95,388  68,981 
        Net cash flow provided by operating activities 685,551  634,468  179,100 
           
    Investing Activities:      
      Investment in subsidiaries (99,502) (254,894) (256,212)
      Capital expenditures (460) 874  (768)
      Changes in other temporary investments 10,328  (10,328) 4,782 
      Other 59,719  (59,719) 103 
        Net cash flow used in investing activities (29,915) (324,067) (252,095)
           
    Financing Activities:      
      Changes in credit line borrowings 50,000  (499,975) 245,000 
      Advances to subsidiaries (13,312) (7,254) (6,460)
      Common stock dividends paid (427,901) (362,814) (298,991)
      Repurchase of common stock (1,017,996) (8,135) (118,499)
      Notes receivable to/from associated companies 510,113  (111,595) (146,380)
      Issuance of common stock 170,237  217,521  130,061 
      Issuance of long-term debt - -  534,362  265,330 
        Net cash flow provided by (used in) financing activities (728,859) (237,890) 70,061 
           
    Net increase (decrease) in cash and cash equivalents (73,223) 72,511  (2,934)
           
    Cash and cash equivalents at beginning of period 80,398  7,887  10,821 
           
    Cash and cash equivalents at end of period $7,175  $80,398  $7,887 
           
    See Entergy Corporation and Subsidiaries Notes to Financial Statements      
    in Part II, Item 8.      
           

     

    ENTERGY CORPORATION
     
    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
    BALANCE SHEETS
      
     December 31,
      2004 2003
    ASSETS (In Thousands)
    Current Assets:    
      Cash and cash equivalents:    
        Temporary cash investments - at cost,    
         which approximates market $7,175  $80,398 
            Total cash and cash equivalents 7,175  80,398 
      Other temporary investments -  10,328 
      Notes receivable - associated companies 116,855  626,968 
      Accounts receivable - associated companies 8,506  44,639 
      Other 62,017  53,549 
          Total 194,553  815,882 
         
    Investment in Wholly-owned Subsidiaries 8,734,507  8,607,556 
         
    Deferred Debits and Other Assets 556,643  606,760 
         
           Total $9,485,703  $10,030,198 
         
    LIABILITIES AND SHAREHOLDERS' EQUITY    
    Current Liabilities:    
      Accounts payable:    
        Associated companies $2,190  $2,433 
        Other 1,308  745 
      Other current liabilities 11,536  188,779 
          Total 15,034  191,957 
         
    Deferred Credits and Noncurrent Liabilities 223,982  234,558 
         
    Long-term debt 950,000  900,025 
         
    Shareholders' Equity:    
      Common stock, $.01 par value, authorized    
       500,000,000 shares; issued 248,174,087 shares    
       in 2004 and in 2003 2,482  2,482 
      Paid-in capital 4,835,375  4,767,615 
      Retained earnings 4,984,302  4,502,508 
      Accumulated other comprehensive loss (93,453) (7,795)
      Less cost of treasury stock (31,345,028 shares in    
       2004 and 19,276,445 shares in 2003) 1,432,019  561,152 
          Total common shareholders' equity 8,296,687  8,703,658 
         
          Total $9,485,703  $10,030,198 
         
    See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.    

     

    ENTERGY CORPORATION
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
     
                   
        For the Years Ended December 31,
        2004 2003 2002
        (In Thousands)
                   
    RETAINED EARNINGS              
                   
    Retained Earnings - Beginning of period   $4,502,508    $3,938,693    $3,638,448  
                   
      Add: Earnings applicable to common stock   909,524  $909,524  926,943  $926,943  599,360 $599,360 
                   
      Deduct:              
        Dividends declared on common stock   427,740    362,941    299,031  
        Capital stock and other expenses   (10)   187    84  
          Total   427,730    363,128    299,115  
                   
    Retained Earnings - End of period   $4,984,302    $4,502,508    $3,938,693  
                   
                   
                   
                   
                   
    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Net of taxes):              
    Balance at beginning of period:              
      Accumulated derivative instrument fair value changes   ($25,811)   $17,313    ($17,973)  
      Other accumulated comprehensive (loss) items   18,016    (39,673)   (70,821)  
        Total   (7,795)   (22,360)   (88,794)  
                   
    Net derivative instrument fair value changes              
     arising during the period   (115,600) (115,600) (43,124) (43,124) 35,286 35,286 
                   
    Foreign currency translation adjustments   1,882  1,882  4,169  4,169  65,948 (15,487)
                   
    Minimum pension liability adjustment   2,762  2,762  1,153  1,153  (10,489) (10,489)
                   
    Net unrealized investment gains (losses)   25,298   25,298  52,367  52,367  (24,311) (24,311)
                   
    Balance at end of period:              
      Accumulated derivative instrument fair value changes   ($141,411)   ($25,811)   17,313  
      Other accumulated comprehensive (loss) items   47,958    18,016    (39,673)  
        Total   ($93,453)   ($7,795)   ($22,360)  
    Comprehensive Income     $823,866    $941,508    $584,359 
                   
                   
                   
    PAID-IN CAPITAL              
                   
    Paid-in Capital - Beginning of period   $4,767,615    $4,666,753    $4,662,704   
                   
      Add:              
        Common stock issuances related to stock plans   67,760    100,862    4,049   
                   
    Paid-in Capital - End of period   $4,835,375    $4,767,615    $4,666,753   
                   
                   
                   
    See Entergy Corporation and Subsidiaries Notes to Financial              
    Statements in Part II, Item 8.              
                   
                   

    ENTERGY CORPORATION
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $25,976   $5,479 $7,697 $23,758 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($123,313) $49,950 $50,762 ($124,125)
        Injuries and damages (Note 2) 34,189  667,983 88,739 613,433 
        Environmental 26,514   26,653 35,729 17,438 
          Total ($62,610) $744,586 $175,230 $506,746 
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $27,285   $12,598 $13,907 $25,976 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($93,941) $108,221 $137,593 ($123,313)
        Injuries and damages (Note 2) 30,629   29,255 25,695 34,189 
        Environmental 26,488   11,621 11,595 26,514 
          Total ($36,824) $149,097 $174,883 ($62,610)
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $28,355   $13,024 $14,094 $27,285 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($203,537) $211,210 $101,614 ($93,941)
        Injuries and damages (Note 2) 29,385   26,667 25,423 30,629 
        Environmental 34,802   39,368 47,682 26,488 
          Total ($139,350) $277,245 $174,719 ($36,824)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 

    ENTERGY ARKANSAS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $9,020  $3,030 $1,011 $11,039 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($25,283) $10,476 $14,220 ($29,027)
        Injuries and damages (Note 2) 3,353  2,849 3,589 2,613 
        Environmental 1,729  1,761 1,925 1,565 
          Total ($20,201) $15,086 $19,734 ($24,849)
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $8,031  $2,626 $1,637 $9,020 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($13,789) $31,452 $42,946 ($25,283)
        Injuries and damages (Note 2) 2,700  2,950 2,297 3,353 
        Environmental 1,624  2,280 2,175 1,729 
          Total ($9,465) $36,682 $47,418 ($20,201)
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $5,837  $2,194 $- $8,031 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($178,715) $183,438 $18,512 ($13,789)
        Injuries and damages (Note 2) 2,890  3,129 3,319 2,700 
        Environmental 6,910  1,999 7,285 1,624 
          Total ($168,915) $188,566 $29,116 ($9,465)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.

    ENTERGY GULF STATES, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
             
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $4,856  $889 $3,058 $2,687 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($57,353) $7,673 $7,453 ($57,133)
        Injuries and damages (Note 2) 11,554  12,288 14,872 8,970 
        Environmental 14,711  20,201 30,430 4,482 
          Total ($31,088) $40,162 $52,755 ($43,681)
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $5,893  $4,484 $5,521 $4,856 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($45,287) $26,988 $39,054 ($57,353)
        Injuries and damages (Note 2) 8,284  8,805 5,535 11,554 
        Environmental 15,417  3,319 4,025 14,711 
          Total ($21,586) $39,112 $48,614 ($31,088)
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $3,696  $3,961 $1,764 $5,893 
      Accumulated Provisions        
        Not Deducted from Assets--        
        Property insurance ($8,721) $4,486 $41,052 ($45,287)
        Injuries and damages (Note 2) 6,773  7,684 6,173 8,284 
        Environmental 18,716  34,296 37,595 15,417 
          Total $16,768  $46,466 $84,820 ($21,586)
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.

    ENTERGY LOUISIANA, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
     
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $4,487  $473 $1,825 $3,135 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($40,878) $20,146 $20,973 ($41,705)
        Injuries and damages (Note 2) 8,537  6,188 4,329 10,396 
        Environmental 7,245  2,589 1,770 8,064 
          Total ($25,096) $28,923 $27,072 ($23,245)
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $4,090  $2,152 $1,755 $4,487 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($39,048) $36,691 $38,521 ($40,878)
        Injuries and damages (Note 2) 9,114  5,256 5,833 8,537 
        Environmental 8,157  2,441 3,353 7,245 
          Total ($21,777) $44,388 $47,707 ($25,096)
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $2,909  $1,181 $- $4,090 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($26,575) $14,064 $26,537 ($39,048)
        Injuries and damages (Note 2) 9,829  4,750 5,465 9,114 
        Environmental 8,127  1,843 1,813 8,157 
          Total ($8,619) $20,657 $33,815 ($21,777)
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages. 

    ENTERGY MISSISSIPPI, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,375  $357 $606 $1,126 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($3,481) $10,916 $4,962 $2,473 
        Injuries and damages (Note 2) 5,414  2,938 2,803 5,549 
        Environmental 495  1,236 841 890 
          Total $2,428  $15,090 $8,606 $8,912 
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,633  $587 $845 $1,375 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance ($2,937) $12,323 $12,867 ($3,481)
        Injuries and damages (Note 2) 7,928  7,410 9,924 5,414 
        Environmental 667  1,482 1,654 495 
          Total $5,658  $21,215 $24,445 $2,428 
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $1,232  $1,063 $662 $1,633 
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $1,279  $8,882 $13,098 ($2,937)
        Injuries and damages (Note 2) 6,306  5,526 3,904 7,928 
        Environmental 487  886 706 667 
          Total $8,072  $15,294 $17,708 $5,658 
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.

    ENTERGY NEW ORLEANS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2004, 2003, and 2002
    (In Thousands)
      
    Column A Column B Column C Column D Column E
          Other  
        Additions Changes  
          Deductions  
      Balance at   from Balance
      Beginning Charged to Provisions at End
    Description of Period Income (Note 1) of Period
    Year ended December 31, 2004        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $3,104 $612 $224 $3,492
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $3,682 $739 $3,154 $1,267
        Injuries and damages (Note 2) 4,077 3,231 2,043 5,265
        Environmental 663 866 763 766
          Total $8,422 $4,836 $5,960 $7,298
             
    Year ended December 31, 2003        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $4,774 $2,479 $4,149 $3,104
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $7,120 $767 $4,205 $3,682
        Injuries and damages (Note 2) 2,603 2,514 1,040 4,077
        Environmental 623 428 388 663
          Total $10,346 $3,709 $5,633 $8,422
             
    Year ended December 31, 2002        
      Accumulated Provisions        
        Deducted from Assets--        
        Doubtful Accounts $4,273 $501 $- $4,774
      Accumulated Provisions Not        
        Deducted from Assets:        
        Property insurance $9,195 $340 $2,415 $7,120
        Injuries and damages (Note 2) 3,587 5,578 6,562 2,603
        Environmental 562 344 283 623
          Total $13,344 $6,262 $9,260 $10,346
             
    ___________        
    Notes:        
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off. 
     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.

    EXHIBIT INDEX

     

    The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the SEC respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 1415 of Form 10-K. Reference is made to a duplicate list of exhibits being filed as a part of this Form 10-K, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being physically filed with this Form 10-K.

    (3) (i) Articles

    (2) Plan of IncorporationAcquisition, Reorganization, Arrangement, Liquidation or Succession

    Entergy CorporationGulf States Louisiana

    (a) --

    Plan of Merger of Entergy Gulf States, Inc. effective December 31, 2007 (2(ii) to Form 8-K15D5 dated January 7, 2008 in 333-148557).

    (3) Articles of Incorporation and By-laws

    Entergy Corporation

    (a) 1 --

    Restated Certificate of Incorporation of Entergy Corporation dated December 31, 1993 (A-1(a)October 10, 2006 (3(a) to Rule 24 CertificateForm 10-Q for the quarter ended September 30, 2006).

    (a) 2 --

    By-Laws of Entergy Corporation as amended February 12, 2007, and as presently in 70-8059)effect (3(ii) to Form 8-K dated February 16, 2007 in 1-11299).

    System Energy

    (b) 1 --

    Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-5399).

    Entergy Arkansas

    (c) --

    Amended and Restated Articles of Incorporation of Entergy Arkansas effective November 12, 1999 (3(i)(c)1 to Form 10-K for the year ended December 31, 1999 in 1-10764).

    Entergy Gulf States

    (d) --

    Restated Articles of Incorporation of Entergy Gulf States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year ended December 31, 1999 in 1-27031).

    Entergy Louisiana

    (e) --

    Amended and Restated Articles of Incorporation of Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333-93683).

    Entergy Mississippi

    (f) --

    Amended and Restated Articles of Incorporation of Entergy Mississippi effective November 12, 1999 (3(i)(f)1 to Form 10-K for the year ended December 31, 1999 in 0-320).

    Entergy New Orleans

    (g) --

    Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599).

    (3) (ii) By-Laws

    (a) --

    By-Laws of Entergy Corporation as amended May 13, 2004, and as presently in effect (3(ii)(a) to Form 10-Q for the quarter ended June 30, 2004 in 1-11299).

      

    (b) 2 --

    By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067).

    Entergy Arkansas

    (c) 1 --

    Amended and Restated Articles of Incorporation of Entergy Arkansas, as amended, effective March 22, 2006 (3(ii) to Form 8-K dated March 28, 2006 in 1-10764).

      

    (c) 2 --

    By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764).

    Entergy Gulf States Louisiana

    (d) 1 --

    Articles of Organization of Entergy Gulf States Louisiana effective December 31, 2007 (3(i) to Form 8-K15D5 dated January 7, 2008 in 333-148557).

      

    (d) 2 --

    By-LawsOperating Agreement of Entergy Gulf States Louisiana, effective November 26, 1999, and as presently in effectof December 31, 2007 (3(ii)(d) to Form 10-K for the year ended8-K15D5 dated January 7, 2008 in 333-148557).

    E-1

    Entergy Louisiana

    (e) 1 --

    Articles of Organization of Entergy Louisiana effective December 31, 19991-27031)2005 (3(c) to Form 8-K dated January 6, 2006 in 1-32718).

      

    (e) 2 --

    By-LawsRegulations of Entergy Louisiana effective November 26, 1999,December 31, 2005, and as presently in effect (3(b)(3(d) to Form S-38-K dated January 6, 2006 in File No. 333-93683)1-32718).

    Entergy Mississippi

    (f) 1 --

    Amended and Restated Articles of Incorporation of Entergy Mississippi effective June 21, 2005 (A-1(b) to Rule 24 Certificate dated February 6, 2006 in 70-10157).

      

    (f) 2 --

    By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320).

    Entergy New Orleans

    (g) 1 --

    Amended and Restated Articles of Incorporation of Entergy New Orleans, as amended May 8, 2007 (3(a) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).

      

    (g) 2 --

    Amended By-Laws of Entergy New Orleans, effective November 30, 1999, and as presently in effectamended May 8, 2007 (3(b) to Form S-310-Q for the quarter ended March 31, 2007 in File No. 333-95599)0-5807).

    (4) Instruments Defining Rights of Security Holders, Including Indentures

    Entergy Corporation

    (a) 1 --

    See (4)(b) through (4)(g) below for instruments defining the rights of holders of long-term debt of System Energy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

      

    *(a) 2 --

    Amendment dated as of September 21, 2005, to the Amended and Restated Credit Agreement, dated as of May 31, 2002,June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.

    *(a) 3 --

    First AmendmentAgent (4(b) to Form 8-K dated as of June 6, 2003, to the Credit Agreement dated May 31, 2002.September 28, 2005 in 1-11299).

      

    (a) 43 --

    Amended and Restated Credit Agreement, dated as of November 24, 2003,June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo-undHypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (4(a)11(4(g) to Form 10-K10-Q for the yearquarter ended December 31, 2003June 30, 2005 in 1-11299).

      

    (a) 54 --

    Credit Agreement ($3,500,000,000), dated as of May 13, 2004,August 2, 2007, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, Calyon New York Branch, Credit Suisse (Cayman Islands Branch), J. P. Morgan Chase Bank, N.A., KeyBank National Association, Lehman Brothers Bank (FSB), Mizuho Corporate Bank, Ltd., Morgan Stanley Bank, Regions Bank, Societe Generale, The Bank of New York, The Bank of Nova Scotia, The Bank of Toyko-Mitsubishi UFJ, Ltd. (New York Branch), The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), DeutscheWachovia Bank, AG New York Branch, KBC Bank N.V., Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova Scotia, UFJ Bank Limited,National Association and West LB AG, New York Branch,William Street Commitment Corporation), Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (4(d)(10(a) to Form 10-Q for the quarter ended June 30, 20042007 in 1-11299).

      

    (a) 6 --E-2

    Credit Agreement, dated as of December 14, 2004, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Deutsche Bank AG New York Branch, KBC Bank N.V., Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova Scotia, and West LB AG, New York Branch, Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (99 to Form 8-K dated December 20, 2004 in 1-11299).

      

    (a) 75 --

    Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).

      

    (a) 6 --

    Supplemental No. 1, dated as of December 20, 2005, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (4(a)11 to Form 10-K for the year ended December 31, 2005 in 1-11299).

    (a) 7 --

    Purchase Contract and Pledge Agreement, dated as of December 20, 2005, among Entergy Corporation, The Bank of New York, as Purchase Contract Agent, and JP Morgan Chase Bank, N.A., as Collateral Agent, Custodial Agent, and Securities Intermediary (4(a)12 to Form 10-K for the year ended December 31, 2005 in 1-11299).

    (a) 8 --

    Officer'Remarketing Agreement, dated as of December 20, 2005, among Entergy Corporation, Citigroup Global Markets, Inc., and The Bank of New York (4(a)13 to Form 10-K for the year ended December 31, 2005 in 1-11299).

    (a) 9 --

    Officer's Certificate for Entergy Corporation relating to 7.75% Senior Notes due December 15, 2009 (10(a)5 to Form 10-K for the year ended December 31, 2002 in 1-11299).

      

    (a) 910 --

    Officer'Officer's Certificate for Entergy Corporation relating to 6.17% Senior Notes due March 15, 2008 (4(c) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

      

    (a) 1011 --

    Officer'Officer's Certificate for Entergy Corporation relating to 7.06% Senior Notes due March 15, 2011 (4(d) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

      

    (a) 1112 --

    Officer'Officer's Certificate for Entergy Corporation relating to 6.58% Senior Notes due May 15, 2010 (4(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

      

    (a) 1213 --

    Officer'Officer's Certificate for Entergy Corporation relating to 6.13% Senior Notes due September 15, 2008 (4(a) to Form 10-Q for the quarter ended September 30, 2003 in 1-11299).

      

    (a) 1314 --

    Officer'Officer's Certificate for Entergy Corporation relating to 6.23% Senior Notes due March 15, 2008 (4(a)9 to Form 10-K for the year ended December 31, 2003 in 1-11299).

      

    (a) 1415 --

    Officer'Officer's Certificate for Entergy Corporation relating to 6.90% Senior Notes due November 15, 2010 (4(a)10 to Form 10-K for the year ended December 31, 2003 in 1-11299).

    System Energy

    (b) 1 --

    Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-twotwenty-three Supplemental Indentures (A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981 in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-7382 (Thirteenth); B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate dated May 4, 1993 in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); and A-2(a) to Rule 24 Certificate dated October 4, 2002 in 70-9753 (Twenty-second); and 4(b) to Form 10-Q for the quarter ended September 30, 2007 in 1-9067 (Twenty-third)).

     

    E-3

     

    (b) 2 --

    Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-3(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

      

    (b) 3 --

    Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-4(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

    Entergy Arkansas

    *(c) 1 --

    Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by sixty-threesixty-six Supplemental Indentures (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty-fifth); C-1 to Rule 24 Certificate dated December 1, 1982 in 70-6774 (Thirty-sixth); C-1 to Rule 24 Certificate dated February 17, 1983 in 70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate dated December 5, 1984 in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate dated July 6, 1989 in 70-7346 (Forty-first); A-8(c) to Rule 24 Certificate dated February 1, 1990 in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended September 30, 1990 in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate dated November 30, 1990 in 70-7802 (Forty-fourth); A-2(b) to Rule 24 Certificate dated January 24, 1991 in 70-7802 (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth); 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 in 1-10764 (Fifty-second); C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the year ended December 31, 1996 (Fifty-fourth); 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); C-2(a) to Form U5S for the year ended December 31, 2001 (Fifty-seventh); 4(c)1 to Form 10-K for the year December 31, 2002 in 1-10764 (Fifty-eighth); 4(a) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Fifty-ninth); 4(f) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixtieth); 4(h) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixty-first); 4(e) to Form 10-Q for the quarter ended September 30, 2004 in 1-10764 (Sixty-second); 4(c)1 to Form 10-K for the year December 31, 2004 in 1-10764 (Sixty-third); C-2(a) to Form U5S for the year ended December 31, 2004 (Sixty-fourth); 4(c) to Form 10-Q for the quarter ended June 30, 2005 in 1-10764 (Sixty-fifth); and (Sixty-third)4(a) to Form 10-Q for the quarter ended June 30, 2005 in 1-10764 (Sixty-sixth)).

    E-4

    Entergy Gulf States Louisiana

    (d) 1 --

    Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-27031 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-27031 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1-27031 (Fifty-sixth); 4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); 4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty-ninth); A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth); A-2(b) to Rule 24 Certificate dated November 18, 2002 in 70-9751 (Sixty-first); A-2(c) to Rule 24 Certificate dated December 6, 2002 in 70-9751 (Sixty-second); A-2(d) to Rule 24 Certificate dated June 16, 2003 in 70-9751 (Sixty-third); A-2(e) to Rule 24 Certificate dated June 27, 2003 in 70-9751 (Sixty-fourth); A-2(f) to Rule 24 Certificate dated July 11, 2003 in 70-9751 (Sixty-fifth); A-2(g) to Rule 24 Certificate dated July 28, 2003 in 70-9751 (Sixty-sixth); A-3(i) to Rule 24 Certificate dated November 4, 2004 in 70-10158 (Sixty-seventh); A-3(ii) to Rule 24 Certificate dated November 23, 2004 in 70-10158 (Sixty-eighth); and A-3(iii) to Rule 24 Certificate dated February 16, 2005 in 70-10158 (Sixty-ninth); A-3(iv) to Rule 24 Certificate dated June 2, 2005 in 70-10158 (Seventieth); A-3(v) to Rule 24 Certificate dated July 21, 2005 in 70-10158 (Seventy-first); A-3(vi) to Rule 24 Certificate dated October 7, 2005 in 70-10158 (Seventy-second); A-3(vii) to Rule 24 Certificate dated December 19, 2005 in 70-10158 (Seventy-third); 4(a) to Form 10-Q for the quarter ended March 31, 2006 in 1-27031 (Seventy-fourth); and 4(iv) to Form 8-K15D5 dated January 7, 2008 in 333-148557 (Seventy-fifth)).

      

    (d) 2 --

    Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in Registration No. 2-4076).

      

    (d) 3 --

    Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities,Agreement of Resignation, Appointment and Acceptance, dated as of January 15, 1997 (A-11(a)October 3, 2007, among Entergy Gulf States, Inc., JPMorgan Chase Bank, National Association, as resigning trustee, and The Bank of New York, as successor trustee (4(a) to Rule 24 Certificate dated February 6, 1997Form 10-Q for the quarter ended September 30, 2007 in 70-8721)1-27031).

    E-5

      

    (d) 4 --

    Amended and Restated TrustCredit Agreement ($200,000,000), dated as of August 2, 2007, among Entergy Gulf States, Capital I dated January 28, 1997 of Series A Preferred Securities (A-13(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).

    (d) 5 --

    Guarantee Agreement between Entergy Gulf States, Inc. (as Guarantor) and, the Banks (Citibank, N.A., ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, Calyon New York Branch, Credit Suisse (Cayman Islands Branch), JPMorgan Chase Bank, N.A., KeyBank National Association, Mizuho Corporate Bank, Ltd., Morgan Stanley Bank, The Bank of New York, (as Trustee) datedThe Royal Bank of Scotland plc, and Wachovia Bank, National Association), Citibank, N.A., as of January 28, 1997 with respectAdministrative Agent, and the LC Issuing Banks (10(c) to Entergy Gulf States Capital I's obligation on its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (A-14(a) to Rule 24 Certificate dated February 6, 1997Form 10-Q for the quarter ended June 30, 2007 in 70-8721)1-27031).

    Entergy Louisiana

    (e) 1 --

    Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-ninesixty-four Supplemental Indentures (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth); A-3(a) to Rule 24 Certificate dated March 30, 2004 in 70-10086 (Fifty-seventh); A-3(b) to Rule 24 Certificate dated October 15, 2004 in 70-10086 (Fifty-eighth); and A-3(c) to Rule 24 Certificate dated October 26, 2004 in 70-10086 (Fifty-ninth); A-3(d) to Rule 24 Certificate dated May 18, 2005 in 70-10086 (Sixtieth); A-3(e) to Rule 24 Certificate dated August 25, 2005 in 70-10086 (Sixty-first); A-3(f) to Rule 24 Certificate dated October 31, 2005 in 70-10086 (Sixty-second); B-4(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324 (Sixty-third); and B-4(ii) to Rule 24 Certificate dated January 10, 2006 in 70-10324 (Sixty-fourth)).

      

    (e) 2 --

    Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-1 in Registration No. 33-30660), as supplemented by Lease Supplement No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 1, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 2 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

    E-6

      

    (e) 3 --

    Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-2 in Registration No. 33-30660), as supplemented by Lease Supplemental No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 2, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 3 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

      

    (e) 4 --

    Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-3 in Registration No. 33-30660), as supplemented by Lease Supplemental No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 3, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 4 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

    (e) 5 --

    Credit Agreement ($200,000,000), dated as of August 2, 2007, among Entergy Louisiana, the Banks (Citibank, N.A., ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, Calyon New York Branch, Credit Suisse (Cayman Islands Branch), JPMorgan Chase Bank, N.A., KeyBank National Association, Mizuho Corporate Bank, Ltd., Morgan Stanley Bank, The Bank of New York, The Royal Bank of Scotland plc, and Wachovia Bank, National Association), Citibank, N.A., as Administrative Agent, and the LC Issuing Banks (10(b) to Form 10-Q for the quarter ended June 30, 2007 in 1-11299).

    Entergy Mississippi

    (f) 1 --

    Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by twenty-fourtwenty-five Supplemental Indentures (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate dated November 24, 1992 in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); (A-2(l) to Rule 24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); and A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth)).

    E-7

    Entergy New Orleans

    (g) 1 --

    Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by thirteenfourteen Supplemental Indentures (A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth); 4(a) to Form 8-K dated March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth); 4(b) to Form 10-Q for the quarter ended September 30, 2002 in 0-5807 (Tenth); 4(k) to Form 10-Q for the quarter ended June 30, 2003 in 0-5807 (Eleventh); 4(a) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Twelfth); and 4(b) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Thirteenth); and 4(e) to Form 10-Q for the quarter ended June 30, 2005 in 0-5807 (Fourteenth)).

    (10) Material Contracts

    Entergy Corporation

    (a) 1 --

    Agreement, dated April 23, 1982, among certain System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    *(a) 2 --

    Middle South Utilities (nowSecond Amended and Restated Entergy Corporation) System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).as of January 1, 2008.

      

    (a) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (a) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (a) 5 --

    Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

      

    (a) 64 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

      

    (a) 75 --

    Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

      

    (a) 86 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    *(a) 97 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(a)9 to Form 10-K for the year ended December 31, 2004 in 1-11299).

      

    (a) 108 --

    Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).

      

    (a) 119 --

    First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).

      

    (a) 1210 --

    Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).

      

    (a) 1311 --

    Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).

      

    (a) 1412 --

    Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).

      

    E-8

    (a) 1513 --

    Eighteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

      

    (a) 1614 --

    Nineteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

      

    (a) 1715 --

    Twenty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).

      

    (a) 1816 --

    Twenty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).

      

    (a) 1917 --

    Twenty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).

      

    (a) 2018 --

    Thirtieth Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

      

    (a) 2119 --

    Thirty-first Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

      

    (a) 2220 --

    Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2002, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24 Certificate dated October 4, 2001 in 70-9753).

      

    (a) 2321 --

    Amendment to the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of December 15, 2005 (B-5(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    (a) 22 --

    Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A (10(a)25 to Form 10-K for the year ended December 31, 2003 in 1-11299).

      

    *(a) 2423 --

    First Amendment to Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 17, 2004.2004 (10(a)24 to Form 10-K for the year ended December 31, 2004 in 1-11299).

    *(a) 24 --

    Thirty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2007, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Bank of New York and Douglas J. MacInnes, as trustees.

    E-9

      

    (a) 25 --

    Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).

      

    (a) 26 --

    First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).

      

    (a) 27 --

    Eighteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

      

    (a) 28 --

    Nineteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

      

    (a) 29 --

    Twenty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).

      

    (a) 30 --

    Twenty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).

      

    (a) 31 --

    Twenty-ninth Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).

      

    (a) 32 --

    Thirtieth Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

      

    (a) 33 --

    Thirty-first Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

      

    (a) 34 --

    Thirty-fourth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2002, among Entergy Corporation, System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to Rule 24 Certificate dated October 4, 2002 in 70-9753).

      

    (a) 35 --

    Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A (10(a)38 to Form 10-K for the year ended December 31, 2003 in 1-11299).

      

    *(a) 36 --

    Thirty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2007, among Entergy Corporation, System Energy and The Bank of New York and Douglas J. MacInnes, as Trustees.

    (a) 37 --

    First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7026).

      

    E-10

    (a) 3738 --

    First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).

      

    (a) 3839 --

    First Amendment to Supplementary Capital Funds Agreement and Assignment, dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8, 1989 in 70-7561).

      

    (a) 3940 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    (a) 4041 --

    Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).

      

    (a) 4142 --

    Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

      

    (a) 4243 --

    Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

      

    (a) 4344 --

    Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

      

    (a) 4445 --

    Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

      

    (a) 4546 --

    Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

      

    (a) 4647 --

    Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-3517).

      

    (a) 4748 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (a) 4849 --

    First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (a) 4950 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    (a) 5051 --

    Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

      

    E-11

    (a) 5152 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

      

    (a) 5253 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

      

    (a) 5354 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (a) 5455 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

      

    (a) 5556 --

    Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

      

    (a) 5657 --

    Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

      

    (a) 5758 --

    Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70- 7757).

      

    (a) 5859 --

    Loan Agreement between Entergy Operations and Entergy Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

      

    (a) 5960 --

    Loan Agreement between Entergy Power and Entergy Corporation, dated as of August 28, 1990 (A-4(b) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

      

    (a) 6061 --

    Loan Agreement between Entergy Corporation and Entergy Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule 24 Certificate in 70-7947).

      

    +(a) 6162 --

    Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 6263 --

    Amended and Restated Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

      

    +(a) 6364 --

    Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).

      

    +(a) 6465 --

    Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).

      

    +(a) 6566 --

    2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Effective for Grants and Elections On or After January 1, 2007) (Appendix B to Entergy Corporation's definitive proxy statement for its annual meeting of stockholders held on May 12, 2006 in 1-11299)

    E-12

    +(a) 67 --

    Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

      

    +(a) 6668 --

    Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 6769 --

    Amendment, effective December 28, 2001, to the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 6870 --

    Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 6971 --

    Amendment, effective December 28, 2001, to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 7072 --

    Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 7173 --

    Amended and Restated Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

      

    +(a) 7274 --

    Equity Awards Plan of Entergy Corporation and Subsidiaries, effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 7375 --

    Amendment, effective December 7, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 7476 --

    Amendment, effective December 10, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the quarter ended March 31, 2002 in 1-11299).

      

    +(a) 7577 --

    Restatement of System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of March 8, 2004 (10(d) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    *+(a) 76 --78--

    First Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective December 29, 2004.2004 (10(a)76 to Form 10-K for the year ended December 31, 2004 in 1-11299).

      

    +(a) 7779 --

    Second Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective April 15, 2005 (10(a) to Form 10-Q for the quarter ended March 31, 2005 in 1-11299).

    +(a) 80 --

    System Executive Continuity Plan II of Entergy Corporation and Subsidiaries, effective March 8, 2004 (10(e) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    *+(a) 7881 --

    First Amendment of the System Executive Continuity Plan II of Entergy Corporation and Subsidiaries, effective December 29, 2004.2004 (10(a)78 to Form 10-K for the year ended December 31, 2004 in 1-11299).

    E-13

      

    +(a) 7982 --

    Post-Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8083 --

    Amendment, effective December 28, 2001, to the Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8184 --

    Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8285 --

    Amendment, effective December 28, 2001, to the Pension Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8386 --

    Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8487 --

    Executive Income Security Plan of Gulf States Utilities Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8588 --

    System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8689 --

    Amendment, effective December 28, 2001, to the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 8790 --

    Retention Agreement effective October 27, 2000 between J. Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year ended December 31, 2000 in 1-11299).

      

    +(a) 8891 --

    Amendment to Retention Agreement effective March 8, 2004 between J. Wayne Leonard and Entergy Corporation (10(c) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    +(a) 8992 --

    Amendment to Retention Agreement effective January 22, 2001December 30, 2005 between Richard J. SmithWayne Leonard and Entergy Services, IncCorporation (10(a)8791 to Form 10-K for the year ended December 31, 20002005 in 1-11299).

      

    +(a) 9093 --

    Restricted Unit Agreement between J. Wayne Leonard and Entergy Corporation (10(a) to Form 10-Q for the quarter ended June 30, 2006 in 1-11299).

    +(a) 94 --

    Employment Agreement effective August 7, 2001 between Curt L. Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended December 31, 2001 in 1-11299).

      

    +(a) 9195 --

    Agreement of Limited Partnership of Entergy-Koch, LP among EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc. dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December 31, 2000 in 1-11299).

      

    +(a) 9296 --

    Employment Agreement effective April 15, 2003 between Robert D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

      

    +(a) 9397 --

    Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services (10(a)99 to Form 10-K for the year ended December 31, 2003 in 1-11299).

      

    E-14

    +(a) 9498 --

    Employment Agreement effective February 9, 1999 between Leo P. Denault and Entergy Services (10(a) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    +(a) 9599 --

    Amendment to Employment Agreement effective March 5, 2004 between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    +(a) 96100 --

    Retention Agreement effective August 3, 2006 between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the quarter ended June 30, 2006 in 1-11299).

    +(a) 101 --

    Shareholder Approval of Future Severance Agreements Policy, effective March 8, 2004 (10(f) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

      

    (a) 97102 --

    Consulting Agreement effective May 4, 2004 between Hintz & Associates, LLC and Entergy Services, Inc. (10(d) to Form 10-Q for the quarter ended June 30, 2004 in 1-11299).

      

    +(a) 98103 --

    Form of Stock Option Grant Agreement Letter, as of December 31, 2004 (99.1 to Form 8-K dated January 26, 2005 in 1-11299).

      

    +(a) 99104 --

    Form of Long Term Incentive Plan Performance Unit GrandGrant Letter, as of December 31, 2004 (99.2 to Form 8-K dated January 26, 2005 in 1-11299).

      

    *+(a) 100105 --

    SummaryEntergy Corporation Outside Director Stock Program Established under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Executive OfficerEntergy Corporation and Director Compensation.Subsidiaries (Effective for Grants and Elections on or After January 1, 2007) (10(a)106 to Form 10-K for the year ended December 31, 2006 in 1-11299).

    +(a) 106 --

    Rescission Agreement effective July 26, 2007 between Richard J. Smith and Entergy Services, Inc. (10(d) to Form 10-Q for the quarter ended June 30, 2007 in 1-11299).

    *(a) 107 --

    Entergy Nuclear Retention Plan, as amended and restated January 1, 2007.

      

    *+(a) 101108 --

    TermsForm of Restricted Stock Grants for Outside Directors.Option Grant Agreement Letter.

    System Energy

    (b) 1 through
    (b) 1517 -- See 10(a)108 through 10(a)24 above.
     
    (b) 1618 through
    (b) 2932 -- See 10(a)25 through 10(a)3839 above.
     

    (b) 3033 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    (b) 3134 --

    Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).

      

    E-15

    (b) 3235 --

    Operating Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

      

    (b) 3336 --

    Amended and Restated Installment Sale Agreement, dated as of February 15, 1996, between System Energy and Claiborne County, Mississippi (B-6(a) to Rule 24 Certificate dated March 4, 1996 in 70-8511).

      

    (b) 3437 --

    Loan Agreement, dated as of October 15, 1998, between System Energy and Mississippi Business Finance Corporation (B-6(b) to Rule 24 Certificate dated November 12, 1998 in 70-8511).

      

    (b) 3538 --

    Loan Agreement, dated as of May 15, 1999, between System Energy and Mississippi Business Finance Corporation (B-6(c) to Rule 24 Certificate dated June 8, 1999 in 70-8511).

      

    (b) 3639 --

    Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-3(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

      

    (b) 3740 --

    Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-4(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

      

    (b) 3841 --

    Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

      

    (b) 3942 --

    Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

      

    (b) 4043 --

    Collateral Trust Indenture, dated as of May 1, 2004, among GG1C Funding Corporation, System Energy, and Deutsche Bank Trust Company Americas, as Trustee (A-3(a) to Rule 24 Certificate dated June 4, 2004 in 70-10182), as supplemented by Supplemental Indenture No. 1 dated May 1, 2004, (A-4(a) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

      

    (b) 4144 --

    Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

      

    (b) 4245 --

    Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

      

    (b) 4346 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    E-16

    (b) 4447 --

    First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (b) 4548 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    (b) 4649 --

    Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(b) to Rule 24 Certificate dated March 3, 1989 in 70-7604).

      

    (b) 4750 --

    System Energy's Consent, dated January 31, 1995, pursuant to Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(c) to Rule 24 Certificate dated February 13, 1995 in 70-7604).

      

    (b) 4851 --

    Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).

      

    (b) 4952 --

    Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).

      

    (b) 5053 --

    Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).

      

    (b) 5154 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

      

    (b) 5255 --

    First Amendment, dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

      

    (b) 5356 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

      

    (b) 5457 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (b) 5558 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

      

    (b) 5659 --

    Service Agreement with Entergy Services, dated as of July 16, 1974, as amended (10(b)43 to Form 10-K for the year ended December 31, 1988 in 1-9067).

      

    *(b) 5760 --

    Amendment, dated January 1, 2004, to Service Agreement with Entergy Services.Services (10(b)57 to Form 10-K for the year ended December 31, 2004 in 1-9067).

      

    *(b) 5861 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(b)58 to Form 10-K for the year ended December 31, 2004 in 1-9067).

    E-17

      

    (b) 5962 --

    Operating Agreement between Entergy Operations and System Energy, dated as of June 6, 1990 (B-3(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

      

    (b) 6063 --

    Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

      

    (b) 6164 --

    Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among System Energy Resources, Inc., Union Bank of California, N.A., as administrating bank and funding bank, Keybank National Association, as syndication agent, Banc One Capital Markets, Inc., as documentation agent, and the Banks named therein, as Participating Banks (10(b)63 to Form 10-K for the year ended December 31, 2003 in 1-9067).

      

    *(b) 6265 --

    Amendment to Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003 (10(b)62 to Form 10-K for the year ended December 31, 2004 in 1-9067).

      

    *(b) 6366 --

    First Amendment and Consent, dated as of May 3, 2004, to Letter of Credit and Reimbursement Agreement.Agreement (10(b)63 to Form 10-K for the year ended December 31, 2004 in 1-9067).

      

    (b) 6467 --

    Second Amendment and Consent, dated as of December 17, 2004, to Letter of Credit and Reimbursement Agreement (99 to Form 8-K dated December 22, 2004 in 1-9067).

    Entergy Arkansas

    (c) 1 --

    Agreement, dated April 23, 1982, among Entergy Arkansas and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (c) 2 --

    Middle South UtilitiesSecond Amended and Restated Entergy System Agency Agreement, dated as of January 1, 2008 (10(a)2 to Form 10-K for the year ended December 11, 1970 (5(a)231, 2007 in 2-41080)1-10764).

      

    (c) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (c) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (c) 5 --

    Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

      

    (c) 64 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

      

    (c) 75 --

    Amendment, dated April 27, 1984, to Service Agreement, with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

      

    (c) 86 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 to Form 10-K for the year ended December 31, 2002 in 1-10764).

      

    *(c) 97 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(c)9 to Form 10-K for the year ended December 31, 2004 in 1-10764).

      
    (c) 108 through
    (c) 24 -- See 10(a)108 through 10(a)24 above.
     

    (c) 25 --

    Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPA)(13(h) in 2-11467).

    E-18

      

    (c) 26 --

    Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)2 in 2-41080).

      

    (c) 27 --

    Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)3 in 2-41080).

      

    (c) 28 --

    Amendment, dated September 5, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)4 in 2-41080).

      

    (c) 29 --

    Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)5 in 2-41080).

      

    (c) 30 --

    Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)6 in 2-41080).

      

    (c) 31 --

    Amendment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)7 in 2-41080).

      

    (c) 32 --

    Amendment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)8 in 2-41080).

      

    (c) 33 --

    Amendment, dated October 14, 1971, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)9 in 2-43175).

      

    (c) 34 --

    Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)10 in 2-60233).

      

    (c) 35 --

    Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).

      

    (c) 36 --

    Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)1 in 2-60233).

      

    (c) 37 --

    Contract, dated May 28, 1943, Amendment to Contract, dated July 21, 1949, and Supplement to Amendment to Contract, dated December 30, 1949, between Entergy Arkansas and McKamie Gas Cleaning Company; Agreements, dated as of September 30, 1965, between Entergy Arkansas and former stockholders of McKamie Gas Cleaning Company; and Letter Agreement, dated June 22, 1966, by Humble Oil & Refining Company accepted by Entergy Arkansas on June 24, 1966 (5(k)7 in 2-41080).

      

    (c) 38 --

    Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (B-1(b) to Rule 24 Certificate in 70-7571).

      

    (c) 39 --

    White Bluff Operating Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-2(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).

      

    (c) 40 --

    White Bluff Ownership Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).

    E-19

      

    (c) 41 --

    Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)3 in 2-66235).

      

    (c) 42 --

    Transmission Agreement, dated August 2, 1977, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)3 in 2-60233).

      

    (c) 43 --

    Power Coordination, Interchange and Transmission Service Agreement, dated as of June 27, 1977, between Arkansas Electric Cooperative Corporation and Entergy Arkansas (5(r)4 in 2-60233).

      

    (c) 44 --

    Independence Steam Electric Station Operating Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)6 in 2-66235).

      

    (c) 45 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 1-10764).

      

    (c) 46 --

    Independence Steam Electric Station Ownership Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)7 in 2-66235).

      

    (c) 47 --

    Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)7(a) in 2-66235).

      

    (c) 48 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 1-10764).

      

    (c) 49 --

    Owner's Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 1-10764).

      

    (c) 50 --

    Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 1-10764).

      

    (c) 51 --

    Power Coordination, Interchange and Transmission Service Agreement, dated as of July 31, 1979, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)8 in 2-66235).

      

    (c) 52 --

    Power Coordination, Interchange and Transmission Agreement, dated as of June 29, 1979, between City of Conway, Arkansas and Entergy Arkansas (5(r)9 in 2-66235).

      

    (c) 53 --

    Agreement, dated June 21, 1979, between Entergy Arkansas and Reeves E. Ritchie (10(b)90 to Form 10-K for the year ended December 31, 1980 in 1-10764).

      

    (c) 54 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    (c) 55 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    E-20

    (c) 56 --

    First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (c) 57 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    (c) 58 --

    Contract For Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated June 30, 1983, among the DOE, System Fuels and Entergy Arkansas (10(b)57 to Form 10-K for the year ended December 31, 1983 in 1-10764).

      

    (c) 59 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

      

    (c) 60 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

      

    (c) 61 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

      

    (c) 62 --

    Third Amendment dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (c) 63 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

      

    (c) 64 --

    Assignment of Coal Supply Agreement, dated December 1, 1987, between System Fuels and Entergy Arkansas (B to Rule 24 letter filing dated November 10, 1987 in 70-5964).

      

    (c) 65 --

    Coal Supply Agreement, dated December 22, 1976, between System Fuels and Antelope Coal Company (B-1 in 70-5964), as amended by First Amendment (A to Rule 24 Certificate in 70-5964); Second Amendment (A to Rule 24 letter filing dated December 16, 1983 in 70-5964); and Third Amendment (A to Rule 24 letter filing dated November 10, 1987 in 70-5964).

      

    (c) 66 --

    Operating Agreement between Entergy Operations and Entergy Arkansas, dated as of June 6, 1990 (B-1(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

      

    (c) 67 --

    Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

      

    (c) 68 --

    Agreement for Purchase and Sale of Independence Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-3(c) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

      

    (c) 69 --

    Agreement for Purchase and Sale of Ritchie Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-4(d) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

      

    E-21

    (c) 70 --

    Ritchie Steam Electric Station Unit No. 2 Operating Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-5(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

      

    (c) 71 --

    Ritchie Steam Electric Station Unit No. 2 Ownership Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-6(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

      

    (c) 72 --

    Power Coordination, Interchange and Transmission Service Agreement between Entergy Power and Entergy Arkansas, dated as of August 28, 1990 (10(c)71 to Form 10-K for the year ended December 31, 1990 in 1-10764).

      

    (c) 73 --

    Loan Agreement dated June 15, 1993, between Entergy Arkansas and Independence Country, Arkansas (B-1(a) to Rule 24 Certificate dated July 9, 1993 in 70-8171).

      

    (c) 74 --

    Loan Agreement dated June 15, 1994, between Entergy Arkansas and Jefferson County, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1994 in 70-8405).

      

    (c) 75 --

    Loan Agreement dated June 15, 1994, between Entergy Arkansas and Pope County, Arkansas (B-1(b) to Rule 24 Certificate in 70-8405).

      

    (c) 76 --

    Loan Agreement dated November 15, 1995, between Entergy Arkansas and Pope County, Arkansas (10(c)96 to Form 10-K for the year ended December 31, 1995 in 1-10764).

      

    (c) 77 --

    Loan Agreement dated December 1, 1997, between Entergy Arkansas and Jefferson County, Arkansas (10(c)100 to Form 10-K for the year ended December 31, 1997 in 1-10764).

      

    (c) 78 --

    Refunding Agreement, dated December 1, 2001, between Entergy Arkansas and Pope Country, Arkansas (10(c)81 to Form 10-K for the year ended December 31, 2001 in 1-10764).

    Entergy Gulf States Louisiana

    (d) 1 --

    Guaranty Agreement, dated August 1, 1992, between Entergy Gulf States, Inc. and Hibernia National Bank, relating to Pollution Control Revenue Refunding Bonds of the Industrial Development Board of the Parish of Calcasieu, Inc. (Louisiana) (10-1 to Form 10-K for the year ended December 31, 1992 in 1-27031).

      

    (d) 2 --

    Guaranty Agreement, dated January 1, 1993, between Entergy Gulf States, Inc. and Hancock Bank of Louisiana, relating to Pollution Control Revenue Refunding Bonds of the Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-K for the year ended December 31, 1992 in 1-27031).

      

    (d) 3 --

    Deposit Agreement, dated as of December 1, 1983 between Entergy Gulf States, Morgan Guaranty Trust Co. as Depositary and the Holders of Depository Receipts, relating to the Issue of 900,000 Depositary Preferred Shares, each representing 1/2 share of Adjustable Rate Cumulative Preferred Stock, Series E-$100 Par Value (4-17 to Form 10-K for the year ended December 31, 1983 in 1-27031).

    (d) 4 --

    Agreement effective February 1, 1964, between Sabine River Authority, State of Louisiana, and Sabine River Authority of Texas, and Entergy Gulf States, Inc., Central Louisiana Electric Company, Inc., and Louisiana Power & Light Company, as supplemented (B to Form 8-K dated May 6, 1964, A to Form 8-K dated October 5, 1967, A to Form 8-K dated May 5, 1969, and A to Form 8-K dated December 1, 1969 in 1-27031).

      

    (d) 54 --

    Joint Ownership Participation and Operating Agreement regarding River Bend Unit 1 Nuclear Plant, dated August 20, 1979, between Entergy Gulf States, Inc., Cajun, and SRG&T; Power Interconnection Agreement with Cajun, dated June 26, 1978, and approved by the REA on August 16, 1979, between Entergy Gulf States, Inc. and Cajun; and Letter Agreement regarding CEPCO buybacks, dated August 28, 1979, between Entergy Gulf States, Inc. and Cajun (2, 3, and 4, respectively, to Form 8-K dated September 7, 1979 in 1-27031).

      

    (d) 6 --E-22

    Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, as amended (3 to Form 8-K dated August 19, 1980 and A-3-b to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).

      

    (d) 7 --

    Lease and Sublease Agreement, dated August 15, 1980, between Statmont and Entergy Gulf States, as amended (4 to Form 8-K dated August 19, 1980 and A-3-c to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).

    (d) 85 --

    Lease Agreement, dated September 18, 1980, between BLC Corporation and Entergy Gulf States, Inc. (1 to Form 8-K dated October 6, 1980 in 1-27031).

      

    (d) 96 --

    Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Inc., Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K dated January 29, 1981 in 1-27031).

      

    (d) 107 --

    Agreement of Joint Ownership Participation between SRMPA, SRG&T and Entergy Gulf States, Inc., dated June 6, 1980, for Nelson Station, Coal Unit #6, as amended (8 to Form 8-K dated June 11, 1980, A-2-b to Form 10-Q for the quarter ended June 30, 1982; and 10-1 to Form 8-K dated February 19, 1988 in 1-27031).

      

    (d) 118 --

    Agreements between Southern Company and Entergy Gulf States, Inc., dated February 25, 1982, which cover the construction of a 140-mile transmission line to connect the two systems, purchase of power and use of transmission facilities (10-31 to Form 10-K for the year ended December 31, 1981 in 1-27031).

      

    (d) 129 --

    Transmission Facilities Agreement between Entergy Gulf States, Inc. and Mississippi Power Company, dated February 28, 1982, and Amendment, dated May 12, 1982 (A-2-c to Form 10-Q for the quarter ended March 31, 1982 in 1-27031) and Amendment, dated December 6, 1983 (10-43 to Form 10-K for the year ended December 31, 1983 in 1-27031).

      

    (d) 1310 --

    First Amended Power Sales Agreement, dated December 1, 1985 between Sabine River Authority, State of Louisiana, and Sabine River Authority, State of Texas, and Entergy Gulf States, Inc., Central Louisiana Electric Co., Inc., and Louisiana Power and Light Company (10-72 to Form 10-K for the year ended December 31, 1985 in 1-27031).

      

    +(d) 1411 --

    Deferred Compensation Plan for Directors of Entergy Gulf States, Inc. and Varibus Corporation, as amended January 8, 1987, and effective January 1, 1987 (10-77 to Form 10-K for the year ended December 31, 1986 in 1-27031). Amendment dated December 4, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).

      

    +(d) 1512 --

    Trust Agreement for Deferred Payments to be made by Entergy Gulf States, Inc. pursuant to the Executive Income Security Plan, by and between Entergy Gulf States, Inc. and Bankers Trust Company, effective November 1, 1986 (10-78 to Form 10-K for the year ended December 31, 1986 in 1-27031).

      

    +(d) 1613 --

    Trust Agreement for Deferred Installments under Entergy Gulf States'States, Inc. Management Incentive Compensation Plan and Administrative Guidelines by and between Entergy Gulf States, Inc. and Bankers Trust Company, effective June 1, 1986 (10-79 to Form 10-K for the year ended December 31, 1986 in 1-27031).

      

    +(d) 1714 --

    Nonqualified Deferred Compensation Plan for Officers, Nonemployee Directors and Designated Key Employees, effective December 1, 1985, as amended, continued and completely restated effective as of March 1, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).

      

    E-23

    +(d) 1815 --

    Trust Agreement for Entergy Gulf States'States, Inc. Nonqualified Directors and Designated Key Employees by and between Entergy Gulf States, Inc. and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective July 1, 1991 (10-4 to Form 10-K for the year ended December 31, 1992 in 1-27031).

      

    (d) 19 --

    Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States related to the leaseback of the Lewis Creek generating station (10-83 to Form 10-K for the year ended December 31, 1988 in 1-27031).

    (d) 2016 --

    Nuclear Fuel Lease Agreement between Entergy Gulf States, Inc. and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-27031).

      

    (d) 2117 --

    Trust and Investment Management Agreement between Entergy Gulf States, Inc. and Morgan Guaranty and Trust Company of New York (the "Decommissioning Trust Agreement)Agreement") with respect to decommissioning funds authorized to be collected by Entergy Gulf States, Inc., dated March 15, 1989 (10-66 to Form 10-K for the year ended December 31, 1988 in 1-27031).

      

    (d) 2218 --

    Amendment No. 2 dated November 1, 1995 between Entergy Gulf States, Inc. and Mellon Bank to Decommissioning Trust Agreement (10(d)31 to Form 10-K for the year ended December 31, 1995 in 1-27031).

      

    *(d) 2319 --

    Amendment No. 3 dated March 5, 1998 between Entergy Gulf States, Inc. and Mellon Bank to Decommissioning Trust Agreement.Agreement (10(d)23 to Form 10-K for the year ended December 31, 2004 in 1-27031).

      

    *(d) 2420 --

    Amendment No. 4 dated December 17, 2003 between Entergy Gulf States, Inc. and Mellon Bank to Decommissioning Trust Agreement (10(d)24 to Form 10-K for the year ended December 31, 2004 in 1-27031).

    *(d) 21 --

    Amendment No. 5 dated December 31, 2007 between Entergy Gulf States Louisiana, L.L.C. and Mellon Bank. N.A. to Decommissioning Trust Agreement.

      

    (d) 2522 --

    Partnership Agreement by and among Conoco Inc., and Entergy Gulf States, Inc., CITGO Petroleum Corporation and Vista Chemical Company, dated April 28, 1988 (10-67 to Form 10-K for the year ended December 31, 1988 in 1-27031).

      

    +(d) 2623 --

    Gulf States Utilities Company Executive Continuity Plan, dated January 18, 1991 (10-6 to Form 10-K for the year ended December 31, 1990 in 1-27031).

      

    +(d) 2724 --

    Trust Agreement for Entergy Gulf States'States, Inc. Executive Continuity Plan, by and between Entergy Gulf States, Inc. and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective May 20, 1991 (10-5 to Form 10-K for the year ended December 31, 1992 in 1-27031).

      

    +(d) 2825 --

    Gulf States Utilities Board of Directors' Retirement Plan, dated February 15, 1991 (10-8 to Form 10-K for the year ended December 31, 1990 in 1-27031).

      

    (d) 29 --

    Operating Agreement between Entergy Operations and Entergy Gulf States, dated as of December 31, 1993 (B-2(f) to Rule 24 Certificate in 70-8059).

    (d) 30 --

    Guarantee Agreement between Entergy Corporation and Entergy Gulf States, dated as of December 31, 1993 (B-5(a) to Rule 24 Certificate in 70-8059).

    (d) 31 --

    Service Agreement with Entergy Services, dated as of December 31, 1993 (B-6(c) to Rule 24 Certificate in 70-8059).

    (d) 32 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(d)31 to Form 10-K for the year ended December 31, 2002 in 1-27031).

    *(d) 33 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.

    (d) 3426 --

    Third Amendment, dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (d) 3527 --

    Fourth Amendment, dated April 1, 1997, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

      

    (d) 36 --E-24

    Agreement as to Expenses and Liabilities between Entergy Gulf States and Entergy Gulf States Capital I, dated as of January 28, 1997 (10(d)52 to Form 10-K for the year ended December 31, 1996 in 1-27031).

      

    (d) 3728 --

    Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Parish of Iberville, State of Louisiana (B-3(a) to Rule 24 Certificate dated May 29, 1998 in 70-8721).

      

    *(d) 3829 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Parish of Iberville, State of Louisiana.

    (d) 30 --

    Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Industrial Development Board of the Parish of Calcasieu, Inc. (B-3(b) to Rule 24 Certificate dated January 29, 1999 in 70-8721).

      

    *(d) 3931 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Industrial Development Board of the Parish of Calcasieu, Inc.

    (d) 32 --

    Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana (B-3(c) to Rule 24 Certificate dated October 8, 1999 in 70-8721).

      

    *(d) 4033 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana.

    (d) 34 --

    Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana (B-3(d) to Rule 24 Certificate dated October 8, 1999 in 70-8721).

    *(d) 35 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana.

    (d) 36 --

    Debt Assumption Agreement, dated as of December 31, 2007, between Entergy Texas and Entergy Gulf States Louisiana (4(i) to Form 8-K15D5 dated January 7, 2008 in 333-148557).

    (d) 37 --

    Mortgage and Security Agreement, dated as of December 31, 2007 (4(ii) to Form 8-K15D5 dated January 7, 2008 in 333-148557).

    (d) 38 --

    Mortgage, Deed of Trust and Security Agreement, dated as of December 31, 2007 (4(iii) - 4(iii)(r) to Form 8-K15D5 dated January 7, 2008 in 333-148557).

    *(d) 39 --

    Operating Agreement dated as of January 1, 2008, between Entergy Operations, Inc. and Entergy Gulf States Louisiana.

    *(d) 40 --

    Service Agreement dated as of January 1, 2008, between Entergy Services, Inc. and Entergy Gulf States Louisiana.

    (d) 41 --

    Second Amended and Restated Entergy System Agency Agreement, dated as of January 1, 2008 (10(a)2 to Form 10-K for the year ended December 31, 2007 in 333-148557).

    *(d) 42 --

    Decommissioning Trust Agreement, dated as of December 22, 1997, by and between Cajun Electric Power Cooperative, Inc. and Mellon Bank, N.A. with respect to decommissioning funds authorized to be collected by Cajun Electric Power Cooperative, Inc. and related Settlement Term Sheet.

    E-25

    *(d) 43 --

    First Amendment to Decommissioning Trust Agreement, dated as of December 23, 2003, by and among Cajun Electric Power Cooperative, Inc., Mellon Bank, N.A., Entergy Gulf States, Inc., and the Rural Utilities Services of the United States Department of Agriculture.

    *(d) 44 --

    Second Amendment to Decommissioning Trust Agreement, dated December 31, 2007, by and among Cajun Electric Power Cooperative, Inc., Mellon Bank, N.A., Entergy Gulf States Louisiana, L.L.C., and the Rural Utilities Services of the United States Department of Agriculture.

    Entergy Louisiana

    (e) 1 --

    Agreement, dated April 23, 1982, among Entergy Louisiana and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982, in 1-3517).

      

    (e) 2 --

    Middle South UtilitiesSecond Amended and Restated Entergy System Agency Agreement, dated as of January 1, 2008 (10(a)2 to Form 10-K for the year ended December 11, 1970 (5(a)231, 2007 in 2-41080)1-32718).

      

    (e) 3 --

    Amendment, dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (e) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (e) 5 --

    Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

      

    (e) 64 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-42523).

      

    (e) 75 --

    Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

      

    (e) 86 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(e)12 to Form 10-K for the year ended December 31, 2002 in 1-8474).

      

    *(e) 97 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(e)9 to Form 10-K for the year ended December 31, 2004 in 1-8474).

      
    (e) 108 through
    (e) 24 -- See 10(a)108 through 10(a)24 above.
      

    (e) 25 --

    Fuel Lease, dated as of January 31, 1989, between River Fuel Company #2, Inc., and Entergy Louisiana (B-1(b) to Rule 24 Certificate in 70-7580).

      

    (e) 26 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    (e) 27 --

    Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-8474).

      

    (e) 28 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    E-26

    (e) 29 --

    First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (e) 30 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    (e) 31 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

    (e) 32 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1990 (D-2 to Form U5S for the year ended December 31, 1989).

    (e) 33 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

    (e) 34 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

    (e) 35 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

    (e) 36 --

    Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated February 2, 1984, among DOE, System Fuels and Entergy Louisiana (10(d)33 to Form 10-K for the year ended December 31, 1984 in 1-8474).

      

    (e) 37 --32--

    Operating Agreement between Entergy Operations and Entergy Louisiana, dated as of June 6, 1990 (B-2(c) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

      

    (e) 3833 --

    Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

      

    (e) 39 --

    Installment Sale Agreement, dated July 20, 1994, between Entergy Louisiana and St. Charles Parish, Louisiana (B-6(e) to Rule 24 Certificate dated August 1, 1994 in 70-7822).

    (e) 40 --

    Installment Sale Agreement, dated November 1, 1995, between Entergy Louisiana and St. Charles Parish, Louisiana (B-6(a) to Rule 24 Certificate dated December 19, 1995 in 70-8487).

    (e) 4134 --

    Refunding Agreement (Series 1999-A), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141).

      

    (e) 4235 --

    Amendment No. 1 to Refunding Agreement (Series 1999-A), dated as of December 15, 2005 (B-8(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    (e) 36 --

    Refunding Agreement (Series 1999-B), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(b) to Rule 24 Certificate dated July 6, 1999 in 70-9141).

      

    (e) 4337 --

    Amendment No. 1 to Refunding Agreement (Series 1999-B), dated as of December 16, 2005 (B-8(ii) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    (e) 38 --

    Refunding Agreement (Series 1999-C), dated as of October 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-11(a) to Rule 24 Certificate dated October 15, 1999 in 70-9141).

    (e) 39 --

    Amendment No. 1 to Refunding Agreement (Series 1999-C), dated as of December 15, 2005 (B-8(iii) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    Entergy Mississippi

    (f) 1 --

    Agreement dated April 23, 1982, among Entergy Mississippi and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (f) 2 --

    Middle South Utilities System Agency Agreement,Second Amended and Restated, dated as of January 1, 2008 (10(a)2 to Form 10-K for the year ended December 11, 1970 (5(a)231, 2007 in 2-41080)1-31508).

      

    (f) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (f) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (f) 5 --

    Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

      

    (f) 64 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (D in 37-63).

      

    E-27

    (f) 75 --

    Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

      

    (f) 86 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(f)12 to Form 10-K for the year ended December 31, 2002 in 1-31508).

      

    *(f) 97 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(f)9 to Form 10-K for the year ended December 31, 2004 in 1-31508).

      
    (f) 108 through
    (f) 24 -- See 10(a)108 through 10(a)24 above.
      

    (f) 25 --

    Loan Agreement, dated as of September 1, 2004, between Entergy Mississippi and Mississippi Business Finance Corporation (B-3(a) to Rule 24 Certificate dated October 4, 2004 in 70-10157).

      

    (f) 26 --

    Refunding Agreement, dated as of May 1, 1999, between Entergy Mississippi and Independence County, Arkansas (B-6(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719).

      

    (f) 27 --

    Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).

      

    (f) 28 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 0-375).

      

    (f) 29 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 0-375).

      

    (f) 30 --

    Owners Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi and other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 0-375).

      

    (f) 31 --

    Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 0-375).

      

    (f) 32 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    +(f) 33 --

    Post-Retirement Plan (10(d)24 to Form 10-K for the year ended December 31, 1983 in 0-320).

      

    (f) 34 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (f) 35 --

    First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (f) 36 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    E-28

    (f) 37 --

    Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).

      

    (f) 38 --

    Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).

      

    (f) 39 --

    Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).

      

    (f) 40 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

      

    (f) 41 --

    First Amendment dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

      

    (f) 42 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

      

    (f) 43 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (f) 44 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

      

    +(f) 45 --

    Employment Agreement effective July 24, 2003 between Carolyn C. Shanks and Entergy Mississippi (10(f)48 to Form 10-K for the year ended December 31, 2003 in 1-31508).

    (f) 46 --

    Purchase and Sale Agreement by and between Central Mississippi Generating Company, LLC and Entergy Mississippi, Inc., dated as of March 16, 2005 (10(b) to Form 10-Q for the quarter ended March 31, 2005 in 1-31508).

    Entergy New Orleans

    (g) 1 --

    Agreement, dated April 23, 1982, among Entergy New Orleans and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (g) 2 --

    Middle South UtilitiesSecond Amended and Restated Entergy System Agency Agreement, dated as of January 1, 2008 (10(a)2 to Form 10-K for the year ended December 11, 1970 (5(a)231, 2007 in 2-41080)0-5807).

      

    (g) 3 --

    Amendment dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (g) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

    (g) 5 --

    Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

      

    (g) 64 --

    Service Agreement with Entergy Services dated as of April 1, 1963 (5(a)5 in 2-42523).

      

    (g) 75 --

    Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

      

    E-29

    (g) 86 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(g)12 to Form 10-K for the year ended December 31, 2002 in 0-5807).

      

    *(g) 97 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services.Services (10(g)9 to Form 10-K for the year ended December 31, 2004 in 0-5807).

      
    (g) 108 through
    (g) 24 -- See 10(a)108 through 10(a)24 above.
      

    (g) 25 --

    Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

      

    (g) 26 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

      

    (g) 27 --

    First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

      

    (g) 28 --

    Revised Unit Power Sales Agreement (10(ss) in 33-4033).

      

    (g) 29 --

    Transfer Agreement, dated as of June 28, 1983, among the City of New Orleans, Entergy New Orleans and Regional Transit Authority (2(a) to Form 8-K dated June 24, 1983 in 1-1319).

      

    (g) 30 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

      

    (g) 31 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

      

    (g) 32 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

      

    (g) 33 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

      

    (g) 34 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

    (g) 35 --

    Chapter 11 Plan of Reorganization of Entergy New Orleans, Inc., as modified, dated May 2, 2007, confirmed by bankruptcy court order dated May 7, 2007 (2(a) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).

    E-30

    (12) Statement Re Computation of Ratios

    *(a)

    Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

      

    *(b)

    Entergy Gulf States'States Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends,Distributions, as defined.

      

    *(c)

    Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends,Distributions, as defined.

      

    *(d)

    Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

      

    *(e)

    Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

      

    *(f)

    System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

    *(21) Subsidiaries of the Registrants

    (23) Consents of Experts and Counsel

    *(a)

    The consent of Deloitte & Touche LLP is contained herein at page 398.

    *(b)

    Consent of Ernst & Young LLP.424.

    *(24) Powers of Attorney

    (31) Rule 13a-14(a)/15d-14(a) Certifications

    *(a)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

      

    *(b)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

      

    *(c)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

      

    *(d)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.Arkansas.

      

    *(e)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.

      

    *(f)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

    *(g)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

    *(h)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

    *(i)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

      

    *(g)(j)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

    *(k)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

      

    *(h)(l)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

    E-31

    *(m)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

      

    *(i)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.

    *(j)(n)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

    (32) Section 1350 Certifications

    *(a)

    Section 1350 Certification for Entergy Corporation.

      

    *(b)

    Section 1350 Certification for Entergy Corporation.

      

    *(c)

    Section 1350 Certification for Entergy Arkansas.

      

    *(d)

    Section 1350 Certification for Entergy Gulf States.Arkansas.

      

    *(e)

    Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.

      

    *(f)

    Section 1350 Certification for Entergy Gulf States Louisiana.

    *(g)

    Section 1350 Certification for Entergy Louisiana.

    *(h)

    Section 1350 Certification for Entergy Louisiana.

    *(i)

    Section 1350 Certification for Entergy Mississippi.

      

    *(g)(j)

    Section 1350 Certification for Entergy Mississippi.

    *(k)

    Section 1350 Certification for Entergy New Orleans.

      

    *(h)(l)

    Section 1350 Certification for Entergy New Orleans.

    *(m)

    Section 1350 Certification for System Energy.

      

    *(n)

    Section 1350 Certification for System Energy.

    _________________
    * Filed herewith.
    + Management contracts or compensatory plans or arrangements.

    E-32

    EXHIBIT INDEX

    (10) Material Contracts

    Entergy Corporation

    *(a) 2 --

    Second Amended and Restated Entergy System Agency Agreement, dated as of January 1, 2008.

    *(a) 24 --

    Thirty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2007, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Bank of New York and Douglas J. MacInnes, as trustees.

    *(a) 36 --

    Thirty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2007, among Entergy Corporation, System Energy and The Bank of New York and Douglas J. MacInnes, as Trustees.

    *(a) 107 --

    Entergy Nuclear Retention Plan, as amended and restated January 1, 2007.

    *+(a) 108 --

    Form of Stock Option Grant Agreement Letter.

    Entergy Gulf States Louisiana

    *(d) 21 --

    Amendment No. 5 dated December 31, 2007 between Entergy Gulf States Louisiana, L.L.C. and Mellon Bank. N.A. to Decommissioning Trust Agreement.

    *(d) 29 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Parish of Iberville, State of Louisiana.

    *(d) 31 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States, Inc. and Industrial Development Board of the Parish of Calcasieu, Inc.

    *(d) 33 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana.

    *(d) 35 --

    Amendment No. 1 effective as of October 31, 2007, to Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States, Inc. and Parish of West Feliciana, State of Louisiana.

    *(d) 39 --

    Operating Agreement dated as of January 1, 2008, between Entergy Operations, Inc. and Entergy Gulf States Louisiana.

    *(d) 40 --

    Service Agreement dated as of January 1, 2008, between Entergy Services, Inc. and Entergy Gulf States Louisiana.

    *(d) 42 --

    Decommissioning Trust Agreement, dated as of December 22, 1997, by and between Cajun Electric Power Cooperative, Inc. and Mellon Bank, N.A. with respect to decommissioning funds authorized to be collected by Cajun Electric Power Cooperative, Inc. and related Settlement Term Sheet.

    *(d) 43 --

    First Amendment to Decommissioning Trust Agreement, dated as of December 23, 2003, by and among Cajun Electric Power Cooperative, Inc., Mellon Bank, N.A., Entergy Gulf States, Inc., and the Rural Utilities Services of the United States Department of Agriculture.

    *(d) 44 --

    Second Amendment to Decommissioning Trust Agreement, dated December 31, 2007, by and among Cajun Electric Power Cooperative, Inc., Mellon Bank, N.A., Entergy Gulf States Louisiana, L.L.C., and the Rural Utilities Services of the United States Department of Agriculture.

    (12) Statement Re Computation of Ratios

    *(a)

    Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

    *(b)

    Entergy Gulf States Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Distributions, as defined.

    *(c)

    Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Distributions, as defined.

    *(d)

    Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

    *(e)

    Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

    *(f)

    System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

    *(21) Subsidiaries of the Registrants

    (23) Consents of Experts and Counsel

    *(a)

    The consent of Deloitte & Touche LLP is contained herein at page 424.

    *(24) Powers of Attorney

    (31) Rule 13a-14(a)/15d-14(a) Certifications

    *(a)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

    *(b)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

    *(c)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

    *(d)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

    *(e)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

    *(f)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

    *(g)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

    *(h)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

    *(i)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

    *(j)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

    *(k)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

    *(l)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

    *(m)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

    *(n)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

    (32) Section 1350 Certifications

    *(a)

    Section 1350 Certification for Entergy Corporation.

    *(b)

    Section 1350 Certification for Entergy Corporation.

    *(c)

    Section 1350 Certification for Entergy Arkansas.

    *(d)

    Section 1350 Certification for Entergy Arkansas.

    *(e)

    Section 1350 Certification for Entergy Gulf States Louisiana.

    *(f)

    Section 1350 Certification for Entergy Gulf States Louisiana.

    *(g)

    Section 1350 Certification for Entergy Louisiana.

    *(h)

    Section 1350 Certification for Entergy Louisiana.

    *(i)

    Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.Mississippi.

      

    *(j)

    Section 1350 Certification for Entergy Mississippi.

    *(k)

    Section 1350 Certification for Entergy New Orleans.

    *(l)

    Section 1350 Certification for Entergy New Orleans.

    *(m)

    Section 1350 Certification for System Energy.

    *(n)

    Section 1350 Certification for System Energy.

    (99) Additional Exhibits

    *(a)

    Entergy-Koch, LP Financial Statements for the years 2004, 2003, and 2002.

    _________________
    * Filed herewith.
    + Management contracts or compensatory plans or arrangements.