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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 (nuclear), owned by Entergy Arkansas
APSC	Arkansas Public Service Commission
ASU	Accounting Standards Update issued by the FASB
Board	Board of Directors of Entergy Corporation
Cajun	Cajun Electric Power Cooperative, Inc.
bundled energy and capacity contract	A contract for the sale of installed capacity and related energy, priced per megawatt-hour sold
capacity contract	A contract for the sale of the installed capacity product in regional markets managed by ISO New England and the New York Independent System Operator
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
DOE	United States Department of Energy
D. C. Circuit	U.S. Court of Appeals for the District of Columbia
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 formally created as part of 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	A joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc. Entergy-Koch’s pipeline and trading businesses were sold in 2004.
Entergy Texas	Entergy Texas, Inc., a company formally created as part of 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.
Entergy Wholesale Commodities (EWC)	Entergy’s non-utility business segment primarily comprised of the ownership and operation of six nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by those plants to wholesale customers
EPA	United States Environmental Protection Agency
ERCOT	Electric Reliability Council of Texas
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
firm LD	Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset) or settles financially on notional quantities; if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract
FitzPatrick	James A. FitzPatrick Nuclear Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Grand Gulf	Unit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy
GWh	Gigawatt-hour(s), which equals one million kilowatt-hours

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DEFINITIONS (Continued)

Abbreviation or Acronym		Term

Independence		Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power
Indian Point 2		Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment

~~Table of Contents~~

~~DEFINITIONS (Continued)~~

~~Abbreviation or Acronym~~	~~Term~~

Indian Point 3		Unit 3 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
IRS		Internal Revenue Service
ISO		Independent System Operator
kV		Kilovolt
kW		Kilowatt, which equals one thousand watts
kWh		Kilowatt-hour(s)
LDEQ		Louisiana Department of Environmental Quality
LPSC		Louisiana Public Service Commission
Mcf		1,000 cubic feet of gas
MISO		Midwest Independent Transmission System Operator, Inc., a regional transmission organization
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, 70% of which is co-owned by Entergy Gulf States Louisiana (57.5%) and Entergy Texas (42.5%), and 10.9% of which is owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
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 and operated
NRC		Nuclear Regulatory Commission
NYPA		New York Power Authority
OASIS		Open Access Same Time Information Systems
Offsetting positions		Transactions for the purchase of energy, generally to offset a firm LD transaction ~~which was used as a placeholder until a unit-contingent transaction could be originated and executed~~
Palisades		Palisades Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
percent of capacity sold forward		Percent of planned qualified capacity sold to mitigate price uncertainty under physical or financial transactions
percent of planned generation sold forward		Percent of planned generation output sold or purchased forward under contracts, forward physical contracts, forward financial contracts or options that mitigate price uncertainty that may or may not require regulatory approval
Pilgrim		Pilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
planned net MW in operation		Amount of capacity to be available to generate power and/or sell capacity considering uprates planned to be completed during the year
PPA		Purchased power agreement or power purchase agreement
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., Entergy Texas, Inc., and System Energy Resources, Inc.

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DEFINITIONS (Concluded)

Abbreviation or Acronym	Term

Ritchie Unit 2	Unit 2 of the R.E. Ritchie Steam Electric Generating Station (gas/oil)
River Bend	River Bend Station (nuclear), owned by Entergy Gulf States Louisiana
RTO	Regional transmission organization
SEC	Securities and Exchange Commission
SMEPA	South Mississippi Electric Power Association, which owns a 10% interest in Grand Gulf
System Agreement	Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources
System Energy	System Energy Resources, Inc.

~~Table of Contents~~

~~DEFINITIONS (Concluded)~~

~~Abbreviation or Acronym~~	~~Term~~

System Fuels	System Fuels, Inc.
TWh	Terawatt-hour(s), which equals one billion kilowatt-hours
UK	United Kingdom of Great Britain and Northern Ireland
unit-contingent	Transaction under which power is supplied from a specific generation asset; if the asset is not operating, the seller is generally not liable to the buyer for any damages
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
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
Vermont Yankee	Vermont Yankee Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Waterford 3	Unit No. 3 (nuclear) of the Waterford Steam Electric 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

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ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Entergy operates primarily through two business segments: Utility and Entergy Wholesale Commodities.

The Utility business segment includes the generation, transmission, distribution, and sale of electric power in ~~service territories in four states that include~~ portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business. As discussed in more detail in “Plan to Spin Off the Utility’s Transmission Business,” in December 2011, Entergy entered into an agreement to spin off its transmission business and merge it with a newly-formed subsidiary of ITC Holdings Corp.

The Entergy Wholesale Commodities business segment includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers. This business also provides services to other nuclear power plant owners. Entergy Wholesale Commodities also owns interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale ~~customers while it focuses on improving operating and financial performance of these plants, consistent with Entergy’s market-based point-of-view.~~customers.

In the fourth quarter 2010, Entergy finished integrating its former Non-Utility Nuclear business segment and its non-nuclear wholesale asset business into the new Entergy Wholesale Commodities business in an internal reorganization. The prior period financial information in this Form 10-K has been restated to reflect the change in reportable segments.

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

	% of Revenue			% of Net Income			% of Total Assets			% of Revenue			% of Net Income			% of Total Assets
Segment	2010	2009	2008	2010	2009	2008	2010	2009	2008	2011	2010	2009	2011	2010	2009	2011	2010	2009

Utility	78	75	79	65	57	49	80	80	79	79	78	75	82	65	57	80	80	80
Entergy Wholesale Commodities	22	25	21	39	51	64	26	30	25	21	22	25	36	39	51	26	26	30
Parent & Other	-	-	-	(4)	(8)	(13)	(6)	(10)	(4)	-	-	-	(18)	(4)	(8)	(6)	(6)	(10)

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Results of Operations

2011 Compared to 2010

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing 2011 to 2010 showing how much the line item increased or (decreased) in comparison to the prior period:

	Utility	Entergy Wholesale Commodities	Parent & Other	Entergy
	(In Thousands)

2010 Consolidated Net Income (Loss)	$829,719	$489,422	($48,836)	$1,270,305

Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)	(146,947)	(155,898)	3,620	(299,225)
Other operation and maintenance expenses	1,674	(141,588)	38,270	(101,644)
Taxes other than income taxes	248	1,083	396	1,727
Depreciation and amortization	16,326	16,008	(26)	32,308
Gain on sale of business	-	(44,173)	-	(44,173)
Other income	(3,388)	(39,717)	1,799	(41,306)
Interest expense	(37,502)	(51,183)	27,145	(61,540)
Other	1,688	(23,334)	-	(21,646)
Income taxes (benefit)	(426,916)	(43,193)	139,133	(330,976)

2011 Consolidated Net Income (Loss)	$1,123,866	$491,841	($248,335)	$1,367,372

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

Net income for Utility in 2011 was significantly affected by a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense. The net income effect was partially offset by a regulatory charge, which reduced net revenue, because a portion of the benefits will be shared with customers. See Notes 3 and 8 to the financial statements for additional discussion of the settlement and benefit sharing.

~~Results~~Table of ~~Operations~~Contents

Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Net Revenue

Utility

Following is an analysis of the change in net revenue comparing 2011 to 2010.

		Amount
		(In Millions)

2010 net revenue		$5,051
Mark-to-market tax settlement sharing		(196)
Purchased power capacity		(21)
Net wholesale revenue		(14)
Volume/weather		13
ANO decommissioning trust		24
Retail electric price		49
Other		(2)
2011 net revenue		$4,904

The mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers, slightly offset by the amortization of a portion of that charge beginning in October 2011. See Notes 3 and 8 to the financial statements for additional discussion of the settlement and benefit sharing.

The purchased power capacity variance is primarily due to price increases for ongoing purchased power capacity and additional capacity purchases.

The net wholesale revenue variance is primarily due to lower margins on co-owner contracts and higher wholesale energy costs.

The volume/weather variance is primarily due to an increase of 2,061 GWh in weather-adjusted usage across all sectors. Weather-adjusted residential retail sales growth reflected an increase in the number of customers. Industrial sales growth has continued since the beginning of 2010. Entergy’s service territory has benefited from the national manufacturing economy and exports, as well as industrial facility expansions. Increases have been offset to some extent by declines in the paper, wood products, and pipeline segments. The increase was also partially offset by the effect of less favorable weather on residential sales.

The ANO decommissioning trust variance is primarily related to the deferral of investment gains from the ANO 1 and 2 decommissioning trust in 2010 in accordance with regulatory treatment. The gains resulted in an increase in interest and investment income in 2010 and a corresponding increase in regulatory charges with no effect on net income.

The retail electric price variance is primarily due to:

·	rate actions at Entergy Texas, including a base rate increase effective August 2010 and an additional increase beginning May 2011;

·	a formula rate plan increase at Entergy Louisiana effective May 2011; and

·	a base rate increase at Entergy Arkansas effective July 2010.

These were partially offset by formula rate plan decreases at Entergy New Orleans effective October 2010 and October 2011. See Note 2 to the financial statements for further discussion of these proceedings.

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing 2011 to 2010.

		Amount
		(In Millions)

2010 net revenue		$2,200
Realized price changes		(159)
Fuel expenses		(30)
Harrison County		(27)
Volume		60
2011 net revenue		$2,044

As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by $156 million, or 7%, in 2011 compared to 2010 primarily due to:

·	lower pricing in its contracts to sell power;

·	higher fuel expenses, primarily at the nuclear plants; and

·	the absence of the Harrison County plant, which was sold in December 2010.

These factors were partially offset by higher volume resulting from fewer planned and unplanned outage days in 2011 compared to the same period in 2010.

Following are key performance measures for Entergy Wholesale Commodities for 2011 and 2010:

	2011	2010

Owned capacity	6,599	6,351
GWh billed	43,520	42,682
Average realized price per MWh	$54.48	$59.04

Entergy Wholesale Commodities Nuclear Fleet
Capacity factor	93%	90%
GWh billed	40,918	39,655
Average realized revenue per MWh	$54.73	$59.16
Refueling Outage Days:
FitzPatrick	-	35
Indian Point 2	-	33
Indian Point 3	30	-
Palisades	-	26
Pilgrim	25	-
Vermont Yankee	25	29

Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants

The recent economic downturn and negative trends in the energy commodity markets have resulted in lower natural gas prices and therefore lower market prices for electricity in the New York and New England power regions, which is where five of the six Entergy Wholesale Commodities nuclear power plants are located. Entergy Wholesale Commodities’ nuclear business experienced a decrease in realized price per MWh to $54.73 in 2011 from $59.16 in 2010, and is likely to experience a decrease again in 2012 because, as shown in the contracted sale of energy table in “Market and Credit Risk Sensitive Instruments,” Entergy Wholesale Commodities has sold forward 88% of its planned nuclear energy output for 2012 for an average contracted energy price of $49 per MWh. In addition, Entergy Wholesale Commodities has sold forward 81% of its planned energy output for 2013 for an average contracted energy price range of $45-50 per MWh.

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Other Income Statement Items

Utility

Other operation and maintenance expenses increased from $1,949 million for 2010 to $1,951 million for 2011 primarily due to:

·	an increase of $17 million in nuclear expenses primarily due to higher labor costs, including higher contract labor;

·	an increase of $15 million in contract costs due to the transition and implementation of joining the MISO RTO;

·	an increase of $9 million in legal expenses primarily resulting from an increase in legal and regulatory activity increasing the use of outside legal services;

·	an increase of $8 million in fossil-fueled generation expenses primarily due to the addition of Acadia Unit 2 in April 2011; and

·	several individually insignificant items.

These increases were substantially offset by:

a decrease of $29 million in compensation and benefits costs primarily resulting from an increase in the accrual for incentive-based compensation in 2010 and a decrease in stock option expense. The decrease in stock option expense is offset by credits recorded by the parent company, Entergy Corporation;

the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’ 2010 test year formula rate plan filing approved by the City Council in September 2011. See Note 2 to the financial statements for further discussion of the 2010 test year formula rate plan filing and settlement;

·	the amortization of $11 million of Entergy Texas rate case expenses in 2010. See Note 2 to the financial statements for further discussion of the Entergy Texas rate case settlement; and

·	a decrease of $10 million in operating expenses due to the sale of surplus oil inventory in 2011.

Depreciation and amortization expense increased primarily due to an increase in plant in service, partially offset by a decrease in depreciation rates at Entergy Arkansas as a result of the rate case settlement agreement approved by the APSC in June 2010.

Interest expense decreased primarily due to:

·	the refinancing of long-term debt at lower interest rates by certain of the Utility operating companies;

·	a revision caused by FERC’s acceptance of a change in the treatment of funds received from independent power producers for transmission interconnection projects; and

·	interest expense accrued in 2010 related to the expected result of the LPSC Staff audit of Entergy Gulf States Louisiana’s fuel adjustment clause for the period 1995 through 2004.

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $1,047 million for 2010 to $905 million for 2011 primarily due to:

·	the write-off of $64 million of capital costs in 2010, primarily for software that would not be utilized, and $16 million of additional costs incurred in 2010 in connection with Entergy’s decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business;

·	a decrease of $30 million due to the absence of expenses from the Harrison County plant, which was sold in December 2010;

·	a decrease in compensation and benefits costs resulting from an increase of $19 million in the accrual for incentive-based compensation in 2010;

·	a decrease of $12 million in spending on tritium remediation work; and

·	the write-off of $10 million of capitalized engineering costs in 2010 associated with a potential uprate project.

The gain on sale resulted from the sale in 2010 of Entergy’s ownership interest in the Harrison County Power Project 550 MW combined-cycle plant to two Texas electric cooperatives that owned a minority share of the plant. Entergy sold its 61 percent share of the plant for $219 million and realized a pre-tax gain of $44.2 million on the sale.

Depreciation and amortization expense increased primarily due to an increase in plant in service and declining useful life of nuclear assets.

Other income decreased primarily due to a decrease in interest income earned on loans to the parent company, Entergy Corporation, and a decrease of $13 million in realized earnings on decommissioning trust fund investments.

Interest expense decreased primarily due to the write-off of $39 million of debt financing costs in 2010, primarily incurred for a $1.2 billion credit facility that will not be used, in connection with Entergy’s decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business.

Other expenses decreased primarily due to a credit to decommissioning expense of $34.1 million in 2011 resulting from a reduction in the decommissioning liability for a plant as a result of a revised decommissioning cost study obtained to comply with a state regulatory requirement. See “Critical Accounting Estimates – Nuclear Decommissioning Costs” below for further discussion of accounting for asset retirement obligations.

Parent & Other

Other operation and maintenance expenses increased primarily due to lower intercompany stock option credits recorded by the parent company, Entergy Corporation, and an increase of $13 million related to the planned spin-off and merger of Entergy’s transmission business. See “Plan to Spin Off the Utility’s Transmission Business” below for further discussion.

Interest expense increased primarily due to $1 billion of Entergy Corporation senior notes issued in September 2010, with the proceeds used to pay down borrowings outstanding on Entergy Corporation’s revolving credit facility that were at a lower interest rate.

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Income Taxes

The effective income tax rate for 2011 was 17.3%. The difference in the effective income tax rate versus the statutory rate of 35% in 2011 was primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense of $422 million. See Note 3 to the financial statements herein for further discussion of the settlement.

The effective income tax rate for 2010 was 32.7%. The difference in the effective income tax rate versus the statutory rate of 35% in 2010 was primarily due to:

a favorable Tax Court decision holding that the U.K. Windfall Tax may be used as a credit for purposes of computing the U.S. foreign tax credit, which allowed Entergy to reverse a provision for uncertain tax positions of $43 million, included in Parent and Other, on the issue. See Note 3 to the financial statements for further discussion of this tax litigation;

·	a $19 million tax benefit recorded in connection with Entergy’s decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business; and

·	the recognition of a $14 million Louisiana state income tax benefit related to storm cost financing.

Partially offsetting the decreased effective income tax rate was a charge of $16 million resulting from a change in tax law associated with the recently enacted federal healthcare legislation, as discussed below in “Critical Accounting Estimates” and state income taxes and certain book and tax differences for Utility plant items.

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.

2010 Compared to 2009

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing 2010 to 2009 showing how much the line item increased or (decreased) in comparison to the prior period:

	Utility	Entergy Wholesale Commodities	Parent & Other	Entergy	Utility	Entergy Wholesale Commodities	Parent & Other	Entergy
	(In Thousands)				(In Thousands)

2009 Consolidated Net Income (Loss)	$708,905	$641,094	($98,949)	$1,251,050	$708,905	$641,094	($98,949)	$1,251,050

Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)	357,211	(163,518)	8,622	202,315	357,211	(163,518)	8,622	202,315
Other operation and maintenance expenses	112,384	124,758	(18,550)	218,592	112,384	124,758	(18,550)	218,592
Taxes other than income taxes	28,872	2,717	(1,149)	30,440	28,872	2,717	(1,149)	30,440
Depreciation and amortization	(24,112)	11,413	(182)	(12,881)	(24,112)	11,413	(182)	(12,881)
Gain on sale of business	-	44,173	-	44,173	-	44,173	-	44,173
Other income	(14,915)	66,222	(25,681)	25,626	(14,915)	66,222	(25,681)	25,626
Interest charges	31,035	(6,461)	(19,851)	4,723
Interest expense					31,035	(6,461)	(19,851)	4,723
Other	7,758	19,728	-	27,486	7,758	19,728	-	27,486
Income taxes	65,545	(53,606)	(27,440)	(15,501)	65,545	(53,606)	(27,440)	(15,501)

2010 Consolidated Net Income (Loss)	$829,719	$489,422	($48,836)	$1,270,305	$829,719	$489,422	($48,836)	$1,270,305

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

In accordance with Entergy’s stock-based compensation plan, Entergy periodically grants stock options to 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 plan.

In addition to the authority to fund grant exercises, in January 2007 the Board approved a program under which Entergy iswas authorized to repurchase up to $1.5 billion of its common stock. 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 completed both the $1.5 billion and $500 million programs in the third quarter 2009. In October 2009 the Board granted authority for an additional $750 million share repurchase program which was completed in the fourth quarter 2010. In October 2010 the Board granted authority for an additional $500 million share repurchase program. As of December 31, 2011, $350 million of authority remains under the $500 million share repurchase program. The amount of repurchases may vary as a result of material changes in ~~busine ss~~business results or capital spending or new investment opportunities, or if limitations in the credit markets continue for a prolonged period.

~~Table of Contents~~

~~Entergy Corporation and Subsidiaries~~

~~Management's Financial Discussion and Analysis~~

Sources of Capital

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

·	internally generated funds;

·	cash on hand ($~~1.29 billion~~694 million as of December 31, ~~2010)~~2011);

·	securities issuances;

·	bank financing under new or existing facilities; and

·	sales of assets.

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.

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 could restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, ~~2010,~~2011, under provisions in their mortgage indentures, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of ~~$458~~$394.9 million and ~~$240.8~~$68.5 million, ~~respectively, and Entergy Louisiana had member’s equity unavailable for distribution to Entergy Corporation of $465 million.~~respectively. All debt and common and preferred equity issuances by the Registrant Subsidiaries require prior regulatory approval and their preferred equity and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy believes that the Registrant Subsidiaries have sufficient capacity under these tests to meet foreseeable capital needs.

The FERC has jurisdiction over 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 regulatory approvals are necessary for Entergy Corporation to issue securities. The current FERC-authorized short-term borrowing limits are effective through October ~~2011, as established by a FERC order issued in October 2009.~~31, 2013. Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy Texas, and System Energy have obtained long-term financing authorizations from the FERC that extend through July ~~2011.~~2013. Entergy Arkansas has obtained long-term financing authorization from the ~~A PSC~~APSC that extends through December 2012. Entergy New Orleans has obtained long-term financing authorization from the City Council that extends through July 2012. In addition to borrowings from commercial banks, the FERC short-term borrowing orders ~~authorized~~authorize the Registrant Subsidiaries to continue as participants in the Entergy System money pool. The money pool is an

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

intercompany 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 ~~authorized~~the FERC-authorized limits. ~~As of December 31, 2010, Entergy’s Registrant Subsidiaries had no outstanding short-term borrowings from external sources.~~ See Notes 4 and 5 to the financial statements for further discussion of Entergy’s borrowing limits, authorizations, and ~~authorizations.~~amounts outstanding.

In January 2012, Entergy Corporation issued $500 million of 4.70% senior notes due January 2017. Entergy Corporation used the proceeds to repay borrowings under its $3.5 billion credit facility.

In January 2012, Entergy Louisiana issued $250 million of 1.875% Series first mortgage bonds due December 2014. Entergy Louisiana used the proceeds to repay short-term borrowings under the Entergy System money pool.

Hurricane Gustav and Hurricane Ike

In September 2008, Hurricane Gustav and Hurricane Ike caused catastrophic damage to portions of Entergy's service territories in Louisiana and Texas, and to a lesser extent in Arkansas and Mississippi. The storms resulted in widespread power outages, significant damage to distribution, transmission, and generation infrastructure, and the loss of sales during the power outages. ~~In October 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans drew a total of $229 million from their funded storm reserves.~~

In September 2009, Entergy Gulf States Louisiana and Entergy Louisiana and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed with the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Regular Session of 2007 (Act 55 financings). In July 2010 the Louisiana Local Government Environmental Facilities and Community Development Authority (LCDA) issued $468.9 million in bonds under Act 55. From the $462.4 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $200 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $262.4 million directly to Entergy Louisiana. In July 2010 the LCDA

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issued another $244.1 million in bonds under Act 55. From the $240.3 million of bond proceeds loaned by the LCDA to the LURC, the LURC deposited $90 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $150.3 million directly to Entergy Gulf States Louisiana. Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana do not report the bonds on their balance sheets because the bonds are the obligation of the LCDA, and there is no recourse against Entergy, Entergy Gulf States Louisiana or Entergy Louisiana in the event of a bond default. See Note 2 to the financial statements for additional discussion of the Act 55 financings.

In November 2009, Entergy Texas Restoration Funding, LLC (Entergy Texas Restoration Funding), a company wholly-owned and consolidated by Entergy Texas, issued $545.9 million of senior secured transition bonds (securitization bonds) to finance Entergy Texas Hurricane Ike and Hurricane Gustav restoration costs. See Note 2 to the financial statements for a discussion of the proceeding approving the issuance of the securitization bonds and see Note 5 to the financial statements for a discussion of the terms of the securitization bonds.

In the third quarter 2009, Entergy settled with its insurer on its Hurricane Ike claim and Entergy Texas received $75.5 million in proceeds (Entergy received a total of $76.5 million).

Entergy Arkansas January 2009 Ice Storm

In January 2009, a severe ice storm caused significant damage to Entergy ~~Arkansas's~~Arkansas’s transmission and distribution lines, equipment, poles, and other facilities. A law was enacted in April 2009 in Arkansas that authorizes securitization of storm damage restoration costs. In June 2010, the APSC issued a financing order authorizing the issuance of ~~approximately $126.3 million in~~ storm cost recovery bonds, ~~which includes~~including carrying costs of $11.5 million and $4.6 million of up-front financing costs. In August 2010, Entergy Arkansas Restoration Funding, LLC, a company wholly-owned and consolidated by Entergy Arkansas, issued $124.1 million of storm cost recovery bonds. See Note 5 to the financial statements for aadditional discussion of the ~~August 2010~~ issuance of the ~~securitization~~storm cost recovery bonds.

~~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 territories 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 pursued a broad range of initiatives to recover storm restoration and business continuity costs, including obtaining reimbursement of certain costs covered by insurance and pursuing recovery thro ugh existing or new rate mechanisms regulated by the FERC and local regulatory bodies, including the issuance of securitization bonds.

~~Storm Cost Financings~~

~~Louisiana~~

In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). In July 2008 the LPFA issued $687.7 million in bonds under the aforementioned Act 55. From the $679 million of bond proceeds loaned by the LPFA to the LURC, the LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana and transferred $527 million directly to Entergy Louisiana . In August 2008 the LPFA issued $278.4 million in bonds under the aforementioned Act 55. From the $274.7 million of bond

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proceeds loaned by the LPFA to the LURC, the LURC deposited $87 million in a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana and transferred $187.7 million directly to Entergy Gulf States Louisiana. Entergy Gulf States Louisiana and Entergy Louisiana ~~do not report~~Securitization Bonds – Little Gypsy

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds ~~on their balance sheets because~~to recover Entergy Louisiana’s investment recovery costs associated with the ~~bonds are the obligation of the LPFA, and there is no recourse against Entergy, Entergy Gulf States Louisiana or~~cancelled Little Gypsy repowering project. In September 2011, Entergy Louisiana ~~in the event~~Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of ~~a bond default.~~senior secured investment recovery bonds. The bonds have an interest rate of 2.04% and an expected maturity date of June 2021. See Note 25 to the financial statements for additional discussion of the ~~Act 55 financings.~~

~~Community Development Block Grants~~

~~In December 2005,~~issuance of the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that included Community Development Block Grant (CDBG) funding (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allowed state and local leaders to fund individualinvestment recovery priorities. 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. Entergy New Orleans received $180.8 million of CDBG funds in 2007 and $19.2 million in 2010.bonds.

Cash Flow Activity

As shown in Entergy’s Statements of Cash Flows, cash flows for the years ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009 were as follows:

		2010	2009	2008		2011	2010	2009
		(In Millions)				(In Millions)

Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$1,710	$1,920	$1,253	Cash and cash equivalents at beginning of period	$1,295	$1,710	$1,920

Cash flow provided by (used in):	Cash flow provided by (used in):				Cash flow provided by (used in):
	Operating activities	3,926	2,933	3,324	Operating activities	3,128	3,926	2,933
	Investing activities	(2,574)	(2,094)	(2,590)	Investing activities	(3,447)	(2,574)	(2,094)
	Financing activities	(1,767)	(1,048)	(70)	Financing activities	(282)	(1,767)	(1,048)
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	-	(1)	3	Effect of exchange rates on cash and cash equivalents	-	-	(1)
	Net increase (decrease) in cash and cash equivalents	(415)	(210)	667	Net decrease in cash and cash equivalents	(601)	(415)	(210)

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$1,295	$1,710	$1,920	Cash and cash equivalents at end of period	$694	$1,295	$1,710

Operating Cash Flow Activity

2011 Compared to 2010

Entergy's cash flow provided by operating activities decreased by $797 million in 2011 compared to 2010 primarily due to the receipt in July 2010 of $703 million from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financings for Hurricane Gustav and Hurricane Ike. The Act 55 storm cost financings are discussed in Note 2 to the financial statements. The decrease in Entergy Wholesale Commodities net revenue that is discussed above also contributed to the decrease in operating cash flow.

2010 Compared to 2009

Entergy’s cash flow provided by operating activities increased $993 million in 2010 compared to 2009 primarily due to the receipt in July 2010 of $703 million from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financings, ~~for Hurricane Gustav and Hurricane Ike. The Act 55 storm cost financings are discussed~~as noted in ~~more detail above and also in Note 2 to~~ the ~~financial statements.~~preceding paragraph. In addition, the absence of the Hurricane Gustav, Hurricane Ike, and Arkansas ice storm restoration spending that occurred in 2009 also contributed to the increase. These factors were partially offset by an increase of $323 million in pension contributions at Utility and Entergy Wholesale Commodities and a decrease in net revenue ~~a t~~at Entergy Wholesale Commodities. See “Critical Accounting Estimates - Qualified Pension and Other Postretirement Benefits” below and also Note 11 to the financial statements for further discussion of pension funding.

~~2009 Compared to 2008~~

Entergy’s cash flow provided by operating activities decreased by $391 million in 2009 compared to 2008 primarily due to the receipt in 2008 of $954 million from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financings, Arkansas ice storm restoration spending, and increases in nuclear refueling outage spending and spin-off costs for the non-utility nuclear business. These factors were partially offset by a decrease of $94 million in income tax payments, a decrease of $155 million in pension contributions at Utility and Entergy Wholesale Commodities, increased collection of fuel costs, and higher spending in 2008 on Hurricane Gustav and Hurricane Ike storm restoration.

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Investing Activities

2011 Compared to 2010

Net cash used in investing activities increased $873 million in 2011 compared to 2010 primarily due to the following activity:

the purchase of the Acadia Power Plant by Entergy Louisiana for approximately $300 million in April 2011, the purchase of the Rhode Island State Energy Center for approximately $346 million by an Entergy Wholesale Commodities subsidiary in December 2011, and the sale of an Entergy Wholesale Commodities subsidiary’s ownership interest in the Harrison County Power Project for proceeds of $219 million in 2010. These transactions are described in more detail in Note 15 to the financial statements;

·	an increase in nuclear fuel purchases because of variations from year to year in the timing and pricing of fuel reload requirements, material and services deliveries, and the timing of cash payments during the nuclear fuel cycle; and

a slight increase in construction expenditures, including spending resulting from April 2011 storms that caused damage to transmission and distribution lines, equipment, poles, and other facilities, primarily in Arkansas. The capital cost of repairing that damage was approximately $55 million. Entergy’s construction spending plans for 2012 through 2014 are discussed in “Management’s Financial Discussion and Analysis - Capital Expenditure Plans and Other Uses of Capital.”

These increases were offset by the investment in 2010 of a total of $290 million in Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm reserve escrow accounts as a result of their Act 55 storm cost financings, which are discussed in Note 2 to the financial statements.

2010 Compared to 2009

Net cash used in investing activities increased $480 million in 2010 compared to 2009 primarily due to the following activity:

an increase in net uses of cash for nuclear fuel purchases, which was caused by the consolidation of the nuclear fuel company variable interest entities that is discussed in Note 18 to the financial statements. With the consolidation of the nuclear fuel company variable interest entities, their purchases of nuclear fuel from Entergy are now eliminated in consolidation, whereas before 2010 they were a source of investing cash flows;

·	the investment of a total of $290 million in Entergy Gulf States Louisiana’s and Entergy Louisiana’s storm reserve escrow accounts as a result of their Act 55 storm cost financings, which are discussed in Note 2 to the financial statements;

·	an increase in construction expenditures, primarily in the Entergy Wholesale Commodities business, as decreases for the Utility resulting from Hurricane Gustav, Hurricane Ike, and Arkansas ice storm restoration spending in 2009 were offset by spending on various projects; and

~~proceeds of $219 million in 2010 from~~ the sale of ~~Entergy’s~~an Entergy Wholesale Commodities subsidiary’s ownership interest in the Harrison County Power Project ~~550 MW combined-cycle power plant~~for proceeds of $219 million in 2010. The sale is described in more detail in Note 15 to ~~two Texas electric cooperatives that owned a minority share of~~ the ~~plant.~~financial statements.

~~2009~~Financing Activities

2011 Compared to ~~2008~~2010

Net cash used in ~~investing~~financing activities decreased ~~by $496~~$1,485 million in ~~2009~~2011 compared to ~~2008.~~2010 primarily because long-term debt activity provided approximately $554 million of cash in 2011 and used approximately $307 million of cash in 2010. The ~~following~~most significant ~~investing cash flow~~long-term debt activity ~~occurred~~ in ~~2009~~2011 included the issuance of $207 million of securitization bonds by a subsidiary of Entergy Louisiana, the issuance of $200 million of first mortgage bonds by Entergy

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·	~~Construction expenditures were $281 million lower in 2009 than in 2008 primarily due to Hurricane Gustav and Hurricane Ike restoration spending in 2008.~~

·	In March 2008, Entergy Gulf States Louisiana purchased the Calcasieu Generating Facility, a 322 MW simple-cycle, gas-fired power plant located near the city of Sulphur in southwestern Louisiana, for approximately $56 million.

·	In September 2008, Entergy Arkansas purchased the Ouachita Plant, a 789 MW gas-fired plant located 20 miles south of the Arkansas state line near Sterlington, Louisiana, for approximately $210 million (In November 2009, Entergy Arkansas sold one-third of the plant to Entergy Gulf States Louisiana).

·	~~Receipt in 2009 of insurance proceeds from Entergy Texas’s Hurricane Ike claim and in 2008 of insurance proceeds from Entergy New Orleans’s Hurricane Katrina claim.~~

·	~~The investment of $45 million in escrow accounts for construction projects in 2008 and the withdrawal of $36 million of those funds from escrow accounts in 2009.~~

~~Financing Activities~~Louisiana, and Entergy Corporation increasing the borrowings outstanding on its 5-year credit facility by $288 million. For the details of Entergy’s long-term debt outstanding on December 31, 2011 and 2010 see Note 5 to the financial statements herein. In addition to the long-term debt activity, Entergy Corporation repurchased $236 million of its common stock in 2011 and repurchased $879 million of its common stock in 2010. Entergy’s stock repurchases are discussed further in the “Capital Expenditure Plans and Other Uses of Capital - Dividends and Stock Repurchases” section above.

2010 Compared to 2009

Net cash used in financing activities increased $719 million in 2010 compared to 2009 primarily because long-term debt activity used approximately $307 million of cash in 2010 and provided approximately $160 million of cash in 2009. The most significant net use for long-term debt activity was by Entergy Corporation, which reduced its 5-year credit facility balance by $934 million and repaid a total of $275 million of notes and bank term loans, while issuing $1 billion of notes in 2010. For the details of Entergy’s long-term debt outstanding see Note 5 to the financial statements herein. In addition, Entergy Corporation repurchased $879 million of its common stock in 2010 and repurchased $613 million of its common stock in 2009. ~~Entergy 217;s~~Entergy’s stock repurchases are discussed further in the “Capital Expenditure Plans and Other Uses of Capital - Dividends and Stock Repurchases” section above.

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~~2009 Compared to 2008~~

Net cash used in financing activities increased $978 million in 2009 compared to 2008 primarily because long-term debt activity provided approximately $160 million of cash in 2009 and provided approximately $970 million of cash in 2008. Also, Entergy Corporation repurchased $613 million of its common stock in 2009 and repurchased $512 million of its common stock in 2008.

Rate, Cost-recovery, and Other Regulation

State and Local Rate Regulation and Fuel-Cost Recovery

The rates that the Utility operating companies and System Energy charge for their services significantly influence Entergy’s financial position, results of operations, and liquidity. These companies are regulated and the rates charged to their customers are determined in regulatory proceedings. Governmental agencies, including the APSC, the City Council, the LPSC, the MPSC, the PUCT, and the FERC, are primarily responsible for approval of the rates charged to customers. Following is a summary of the Utility operating companies’ authorized returns on common equity and current retail base rates. The Utility operating companies’ base rate, fuel and purchased power cost recovery, and storm cost recovery proceedings are discussed in Note 2 to the financial statements.

Company	Authorized Return on Common Equity

Entergy Arkansas	10.2%	- Current retail base rates implemented in the July 2010 billing cycle pursuant to a settlement approved by the APSC.

Entergy Gulf States Louisiana	9.9%-11.4% Electric; 10.0%-11.0% Gas	- Current retail electric base rates implemented ~~in the September 2010 billing cycle~~ based on Entergy Gulf States Louisiana's ~~revised 2009~~2010 test year formula rate plan filing approved by the LPSC. -Current retail gas base rates reflect the rate stabilization plan filing for the ~~2009~~2010 test year ended September ~~2009.~~2010.

Entergy Louisiana	9.45%- 11.05%	- Current retail base rates ~~implemented in the September 2010 billing cycle~~ based on Entergy Louisiana's ~~revised 2009~~2010 test year formula rate plan filing approved by the LPSC.

Entergy Mississippi	~~10.79%~~10.54%- ~~13.05%~~12.72%	- Current retail base rates reflect Entergy Mississippi's latest formula rate plan filing, based on the ~~2009~~2010 test year, and a ~~settlement~~stipulation approved by the MPSC.

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Company	Authorized Return on Common Equity
Entergy New Orleans	10.7% - 11.5% Electric; 10.25% - 11.25% Gas	- Current retail base rates ~~implemented in the October 2010 billing cycle pursuant to~~reflect Entergy New Orleans's ~~2009~~2010 test year formula rate plan filing and a settlement approved by the City Council.

Entergy Texas	10.125%	- Current retail base rates ~~implemented for usage beginning August 15, 2010, pursuant to a settlement of~~reflect Entergy Texas's 2009 base rate case filing and a settlement approved by the PUCT. ~~PUCT.~~

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Federal Regulation

~~System Agreement~~

The FERC regulates wholesale rates (including Entergy Utility intrasystem energy exchanges pursuant to the System Agreement) and interstate transmission of electricity, as well as rates for System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. The Utility operating companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. Certain of the Utility operating companies’ retail regulators and other parties are pursuing litigation involving the System Agreement at the FERC. The proce edings include challenges to the allocation of costs as defined by the System Agreement and allegations of imprudence by the Utility operating companies in their execution of their obligations under the System Agreement. See Note 2 to the financial statements for discussions of this litigation.

~~Entergy Arkansas and Entergy Mississippi Notices of Termination of System Agreement Participation and Related APSC Investigation~~

In October 2007 the MPSC issued a letter confirming its belief that Entergy Mississippi should exit the System Agreement in light of the recent developments involving the System Agreement. The MPSC letter also requested that Entergy Mississippi advise the MPSC regarding the status of the Utility operating companies’ effort to develop successor arrangements to the System Agreement and advise the MPSC regarding Entergy Mississippi’s position with respect to withdrawal from the System Agreement. In November 2007, pursuant to the provisions of the System Agreement, Entergy Mississippi provided its written notice to terminate its participation in the System Agreement effective ninety-six (96) months from the date of the notice or such earlier date as authoriz ed by the FERC.

On February 2, 2009, Entergy Arkansas and Entergy Mississippi filed with the FERC their notices of cancellation to effectuate the termination of their participation in the Entergy System Agreement, effective December 18, 2013 and November 7, 2015, respectively. While the FERC had indicated previously that the notices should be filed 18 months prior to Entergy Arkansas’s termination (approximately mid-2012), the filing explains that resolving this issue now, rather than later, is important to ensure that informed long-term resource planning decisions can be made during the years leading up to Entergy Arkansas’s withdrawal and that all of the Utility operating companies are properly positioned to continue to operate reliably following Entergy Arkansas’s an d, eventually, Entergy Mississippi’s, departure from the System Agreement. Entergy Arkansas and Entergy Mississippi requested that the FERC accept the proposed notices of cancellation without further proceedings. Various parties intervened or filed protests in the proceeding, including the APSC, the LPSC, the MPSC, and the City Council.

In November 2009 the FERC accepted the notices of cancellation and determined that Entergy Arkansas and Entergy Mississippi are permitted to withdraw from the System Agreement following the 96 month notice period without payment of a fee or the requirement to otherwise compensate the remaining Utility operating companies as a result of withdrawal. The FERC stated that it expected Entergy and all interested parties to move forward and develop details of all needed successor arrangements and encouraged Entergy to file its Section 205 filing for post 2013 arrangements as soon as possible. In February 2011 the FERC denied the LPSC’s and the City Council’s rehearing requests. The LPSC has appealed the FERC’s decision to the U.S. Court of Appe als for the District of Columbia.

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The APSC had previously commenced an investigation, in 2004, into whether Entergy Arkansas’s continued participation in the System Agreement is in the best interests of its customers. The Entergy Arkansas president, Hugh McDonald, filed testimony with the APSC in response to requests by the APSC. In addition, Mr. McDonald has appeared before the APSC at public hearings for questioning. In December 2007, the APSC ordered Mr. McDonald to file testimony each month with the APSC detailing progress toward development of successor arrangements, beginning in March 2008, and Mr. McDonald has done so. In his September 2009 testimony Mr. McDonald reported to the APSC the results of a related study. According to the study the total estima ted cost to establish the systems and staff the organizations to perform the necessary planning and operating functions for a stand-alone Entergy Arkansas operation are estimated at approximately $23 million, including $18 million to establish generation-related functions and $5 million to modify transmission-related information systems. Incremental costs for ongoing staffing and systems costs are estimated at approximately $8 million. Cost and implementation schedule estimates will continue to be re-evaluated and refined as additional, more detailed analysis is completed. The study did not assess the effect of stand-alone operation on Entergy Arkansas’s generation resource requirements. Entergy Arkansas expects it would take approximately two years to implement stand-alone operations for Entergy Arkansas.

In February 2010 the APSC issued an order announcing a refocus of its ongoing investigation of Entergy Arkansas's post-System Agreement operation. The order describes the APSC's "stated purpose in opening this inquiry to conduct an investigation regarding the prudence of [Entergy Arkansas] entering into a successor ESA [Entergy System Agreement] as opposed to becoming a stand-alone utility upon its exit from the ESA, and whether [Entergy Arkansas], as a standalone utility, should join the SPP RTO. It is the [APSC's] intention to render a decision regarding the prudence of [Entergy Arkansas] entering into a successor ESA as opposed to becoming a stand-alone utility upon its exit from the ESA, as well as [Entergy Arkansas'] RTO participation by the end of calendar yea r 2010. In parallel with this Docket, the [APSC] will be actively involved and will be closely watching to see if any meaningful enhancement will be made to a new Enhanced Independent Coordinator of Transmission (“E-ICT") Agreement through the efforts of the [Entergy Transmission System] stakeholders, Entergy, and the newly formed and federally-recognized [Entergy Regional State Committee] in 2010." Later, in April 2010, the APSC issued an order that directs Entergy Arkansas also to consider joining the Midwest ISO RTO as a stand-alone utility.

Entergy Arkansas filed testimony and participated in a March 2010 evidentiary hearing in the proceeding. Entergy Arkansas noted in its testimony that it was not reasonable to complete a comprehensive evaluation of strategic options by the end of 2010 and that forcing a decision would place parties in the untenable position of making critical decisions based on insufficient information. Entergy Arkansas outlined three options for post-System Agreement operation of its electrical system: 1) Entergy Arkansas self providing its generation planning and operating functions as a stand-alone company; 2) Entergy Arkansas plus coordination agreements with third parties in which Entergy Arkansas self provides some planning and operations functions, but also enters i nto one or more coordinating or pooling agreements with third parties; and 3) Successor Arrangements under which Entergy Arkansas plans for its own generation resources but enters into a new generation commitment and dispatch agreement with other Utility operating companies under a successor agreement intended to avoid the litigation previously experienced. Entergy Arkansas’s plan is expected to lead to a decision in late 2011 regarding which option to implement; however, Entergy Arkansas anticipates pursuing during this time several elements that are common to all options. In an attempt to reach understanding of complex issues, Entergy Arkansas proposed to hold a series of technical conferences targeting specific subjects. Technical conferences have been held and another evidentiary hearing in the proceeding was held in August 2010.

An additional technical conference is scheduled in March 2011. As stated by an APSC order: “The scope of the technical conference includes the Charles River Associates (“CRA”) Federal Energy Regulatory Commission (“FERC”) - directed cost/benefit study of all Entergy Operating Companies (‘‘Entergy OpCos”) becoming full members in the Southwest Power Pool Regional Transmission Organization (“SPP RTO”); the CRA APSC-directed addendum study considering Entergy Arkansas, Inc. (“EAI”) as a stand-alone member of the SPP RTO; and the CRA APSC-directed addendum study considering EAI as a stand-alone member of the Midwest Independent Transmission System Operator (“MISO”); as well as the CRA EAI/Entergy S ervices, Inc. (“ESI”)-directed additional addendum studies (including a cost/benefit study of all Entergy Op Cos becoming members of MISO).”

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A procedural schedule has been established in the proceeding that, among other things: (1) requires Entergy Arkansas to file its assessment and recommendations regarding each of the strategic reorganization options by May 12, 2011 and (2) sets an evidentiary hearing to begin September 7, 2011.

The Utility operating companies continue to meet with various interested parties to discuss a proposed framework for successor arrangements to the current System Agreement. An initial draft of the successor arrangements, referred to as the Commitment, Operations, and Dispatch Agreement or “CODA,” was provided to state regulators on September 16, 2010. The draft CODA was based on three overarching principles: voluntary coordinated resource planning; centralized commitment, operations, and dispatch (so that the resources of all Utility operating companies are operated to serve the combined loads of those companies); and coordinated transmission operations. In contrast to the current System Agreement, which requires joint generation resource plan ning, the draft CODA is intended to establish a resource planning regime that reflects the resource needs of each Utility operating company’s jurisdictional customers so that each Utility operating company would realize the benefits and costs of its own generation planning decisions.

Prior to that time, in early April 2010, Entergy Corporation and the Utility operating companies determined in connection with their decision-making process that it is appropriate to agree and commit that no Utility operating company will enter voluntarily into successor arrangements with the other Utility operating companies if its retail regulator finds successor arrangements are not in the public interest. Hugh McDonald, Entergy Arkansas president, notified the APSC of this decision, and explained the decision and commitment, in a letter filed with the APSC on April 26, 2010.

~~LPSC and City Council Action Related to the Entergy Arkansas and Entergy Mississippi Notices of Termination~~

In light of the notices of Entergy Arkansas and Entergy Mississippi to terminate participation in the current System Agreement, in January 2008 the LPSC unanimously voted to direct the LPSC Staff to begin evaluating the potential for a new agreement. Likewise, the New Orleans City Council opened a docket to gather information on progress towards a successor agreement. The LPSC subsequently passed a resolution stating that it cannot evaluate successor arrangements without having certainty about System Agreement exit obligations.

Independent Coordinator of Transmission

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

In November 2006, ~~after nearly a decade of effort, including filings, orders, technical conferences, and proceedings at the FERC,~~ the Utility operating companies installed the Southwest Power Pool (SPP), a regional transmission organization, as their Independent Coordinator of Transmission (ICT). The installation does not transfer control of Entergy’s transmission system to the ICT, but rather vests with the ICT responsibility for:

·	granting or denying transmission service on the Utility operating companies’ transmission system.

·	administering the Utility operating companies’ OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the Utility operating companies’ obligation to post transmission-related information.

developing a base plan for the Utility operating companies’ transmission system that will result in the ICT making the determination on whether costs of transmission upgrades should be rolled into the Utility operating companies’ transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed. This should result in a transmission pricing structure that ensures that the Utility operating companies’ retail native load customers are required to pay for only those upgrades necessary to reliably and economically serve their needs.

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·	serving as the reliability coordinator for the Entergy transmission system.

·	overseeing the operation of the weekly procurement process (WPP).

evaluating interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments, pursuant to a detailed methodology. The ICT agreement also clarifies the rights that customers receive when they fund a supplemental upgrade.

In October 2008 the FERC issued an order accepting a tariff amendment establishing that the WPP shall take effect at a date to be determined, after completion of successful simulation trials and the ICT’s endorsement of the WPP’s implementation. On January 16, 2009, the Utility operating companies filed a compliance filing with the FERC that included the ICT’s endorsement of the WPP implementation, subject to the FERC’s acceptance of certain additional tariff amendments and the completion of simulation testing and certain other items. The Utility operating companies filed the tariff amendments supported by the ICT on the same day. The amendments proposed to further amend the WPP to (a) limit supplier offers in the WPP to on-peak pe riods and (b) eliminate the granting of certain transmission service through the WPP.

On March 17, 2009, the FERC issued an order conditionally approving the proposed modification to the WPP to allow the process to be implemented the week of March 23, 2009. In its order approving the requested modifications, the FERC imposed additional conditions related to the ICT arrangement and indicated it was going to evaluate the success of the ICT arrangement, including the cost and benefits of implementing the WPP and whether the WPP goes far enough to address the transmission access issues that the ICT and WPP were intended to address. The FERC, in conjunction with the APSC, the LPSC, the MPSC, the PUCT, and the City Council, hosted a conference on June 24, 2009, to discuss the ICT arrangement and transmission access on the Entergy transmission system. In compliance with the FERC’s March 2009 order, in November 2009 the Utility operating companies filed with the FERC a process for evaluating the modification or replacement of the current ICT and WPP arrangements.

During the conference, several issues were raised by regulators and market participants, including the adequacy of the Utility operating companies’ capital investment in the transmission system, the Utility operating companies’ compliance with the existing North American Electric Reliability Corporation (NERC) reliability planning standards, the availability of transmission service across the system, and whether the Utility operating companies could have purchased lower cost power from merchant generators located on the transmission system rather than running their older generating facilities. On July 20, 2009, the Utility operating companies filed comments with the FERC responding to the issues raised during the conference. The comments explain that: 1) the Utility operating companies believe that the ICT arrangement has fulfilled its objectives; 2) the Utility operating companies’ transmission

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Management's Financial Discussion and Analysis

planning practices comply with laws and regulations regarding the planning and operation of the transmission system; and 3) these planning practices have resulted in a system that meets applicable reliability standards and is sufficiently robust to allow the Utility operating companies both to substantially increase the amount of transmission service available to third parties and to make significant amounts of economic purchases from the wholesale market for the benefit of the Utility operating companies’ retail customers. The Utility operating companies also explain that, as with other transmission systems, there are certain times during which congestion occurs on the Utility operating companies’ transmission system that limits the ability of the Utility operating companies as well as other parties to fully utilize the generating resources that have been granted transmission service. Additionally, the Utility operating companies commit in their response to exploring and working on potential reforms or alternatives for the ICT arrangement that could take effect following the initial term. The Utility operating companies’ comments also recognize that NERC is in the process of amending certain of its transmission reliability planning standards and that the amended standards, if approved by the FERC, will result in more stringent transmission planning criteria being applicable in the future. The FERC may also make other changes to transmission reliability standards. These changes to the reliability standards would result in increased capital expenditures by the Utility operating companies.

The Entergy Regional State Committee (E-RSC), which is comprised of representatives from all of the Utility operating companies' retail regulators, has been formed to consider several of these issues related to Entergy's transmission system. Among other things, the E-RSC in concert with the FERC ~~plan to conduct~~conducted a cost/benefit analysis comparing the ICT arrangement ~~and~~to other transmission proposals, including participation in a ~~proposal under which Entergy would join the Southwest Power Pool RTO. The scope of the study was expanded in July 2010 to consider Entergy joining the Midwest ISO RTO as another alternative.~~regional transmission organization.

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In September 2010, as modified in October 2010, the Utility operating companies filed a request for a two-year interim extension, with certain modifications, of the ICT arrangement, which was scheduled to expire on November 17, 2010. The filing stated that, if approved by the E-RSC during its October 20-21, 2010 meeting, the Utility operating companies will make a subsequent filing with the FERC to provide the E-RSC with the authority to, upon unanimous approval of all E-RSC members, (1) propose modifications to cost allocation methodology for transmission projects and (2) add transmission projects to the construction plan. On October 13, 2010, the LPSC issued an order approving proposals filed by Entergy Louisiana and Entergy Gulf States Louisiana to modify the cur rent ICT arrangement and to give the E-RSC authority in the two areas as described above. On October 20, 2010, the E-RSC unanimously voted in favor of the proposal granting the E-RSC authority in the two areas described above. The Utility operating companies have filed the necessary revisions to the Entergy OATT to implement the E-RSC's new authority. In November 2010 the FERC ~~approved extension of~~issued an order accepting the Utility operating companies’ proposal to extend the ICT arrangement with SPP by an additional term of two years, providing time for ~~two years.~~analysis of longer term structures. In addition, in December 2010 the FERC ~~approved the proposal to provide~~issued an order that granted the E-RSC ~~with~~additional authority over transmission upgrades and cost allocation.

System Agreement

The FERC regulates wholesale rates (including Entergy Utility intrasystem energy allocations pursuant to the System Agreement) and interstate transmission of electricity, as well as rates for System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement. The Utility operating companies historically have engaged in the ~~two areas described above.~~coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. Certain of the Utility operating companies’ retail regulators and other parties are pursuing litigation involving the System Agreement at the FERC. The proceedings include challenges to the allocation of costs as defined by the System Agreement and allegations of imprudence by the Utility operating companies in their execution of their obligations under the System Agreement. See Note 2 to the financial statements for discussions of this litigation.

Entergy Arkansas and Entergy Mississippi Notices of Termination of System Agreement Participation

In October 2007 the MPSC issued a letter confirming its belief that Entergy Mississippi should exit the System Agreement in light of the recent developments involving the System Agreement. In November 2007, Entergy Mississippi provided its written notice to terminate its participation in the System Agreement effective ninety-six (96) months from the date of the notice or such earlier date as authorized by the FERC.

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On February 2, 2009, Entergy Arkansas and Entergy Mississippi filed with the FERC their notices of cancellation to terminate their participation in the Entergy System Agreement, effective December 18, 2013 and November 7, 2015, respectively. While the FERC had indicated previously that the notices should be filed 18 months prior to Entergy Arkansas’s termination (approximately mid-2012), the filing explains that resolving this issue now, rather than later, is important to ensure that informed long-term resource planning decisions can be made during the years leading up to Entergy Arkansas’s withdrawal and that all of the Utility operating companies are properly positioned to continue to operate reliably following Entergy Arkansas’s and, eventually, Entergy Mississippi’s, departure from the System Agreement.

Arkansas Public Service Commission System Agreement Investigation

The APSC had previously commenced an investigation, in 2004, into whether Entergy Arkansas’s continued participation in the System Agreement is in the best interests of its customers. In February 2010 the APSC issued a show cause order opening an investigation regarding the prudence of Entergy Arkansas’s entering a successor pooling agreement with the other Entergy Utility operating companies, as opposed to becoming a standalone entity upon exit from the System Agreement in December 2013, and whether Entergy Arkansas, as a standalone utility, should join the SPP RTO. The APSC subsequently added evaluation of Entergy Arkansas joining the Midwest Independent Transmission System Operator (MISO) RTO on a standalone basis as an alternative to be considered. In August 2010, the APSC directed Entergy Arkansas and all parties to compare five strategic options at the same time as follows: (1) Entergy Arkansas Self-Provide; (2) Entergy Arkansas with 3rd party coordination agreements; (3) Successor Arrangements; (4) Entergy Arkansas as a standalone member of SPP RTO; and (5) Entergy Arkansas as a standalone member of the MISO RTO.

LPSC and City Council Action Related to the Entergy Arkansas and Entergy Mississippi Notices of Termination

In light of the notices of Entergy Arkansas and Entergy Mississippi to terminate participation in the current System Agreement, in January 2008 the LPSC unanimously voted to direct the LPSC Staff to begin evaluating the potential for a successor arrangement. The New Orleans City Council opened a docket to gather information on progress towards a successor arrangement. The LPSC subsequently passed a resolution stating that it cannot evaluate successor arrangements without having certainty about System Agreement exit obligations.

Entergy’s Proposal to Join the MISO RTO

On ~~September 30, 2010, the consultant presented its cost/benefit analysis~~April 25, 2011, Entergy announced that each of ~~the Entergy and Cleco regions joining the SPP RTO. The cost/benefit analysis indicates that the Entergy region, including entities beyond~~ the Utility operating companies ~~would realize~~propose joining the MISO RTO, which is expected to provide long-term benefits for the customers of each of the Utility operating companies. MISO is a ~~net cost of $438 million~~regional transmission organization that operates in 12 U.S. states (Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Montana, North Dakota, Ohio, South Dakota, and Wisconsin) and also in Canada. The Utility operating companies provided analysis in May 2011 to ~~a net benefit of $387 million, primarily depending upon transmission cost allocation issues. Addendum studies, including studies related to~~their retail regulators supporting this decision. The APSC received additional information from Entergy, MISO, and other parties and held an evidentiary hearing in September 2011. The APSC issued an order in the proceeding in October 2011 finding that it is prudent for Entergy Arkansas to join an RTO but deferred a decision on Entergy Arkansas’s plan to join the MISO RTO until Entergy Arkansas files an application to transfer control of its transmission assets to the MISO RTO.

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Entergy’s May 2011 filings estimate that the transition and implementation costs of joining the MISO RTO could be up to $105 million if all of the Utility operating companies join the MISO RTO, most of which will be spent in late 2012 and 2013. Maintaining the viability of the alternatives of Entergy Arkansas joining the ~~Midwest ISO, are due~~MISO RTO alone or standing alone within an ICT arrangement is expected to result in an additional cost of approximately $35 million, for a total estimated cost of up to $140 million. This amount could increase with extended litigation in various regulatory proceedings. It is expected that costs will be ~~completed~~incurred to obtain regulatory approvals, to revise or implement commercial and legal agreements, to integrate transmission and generation facilities, to develop back-office accounting and settlement systems, and to build out communications infrastructure.

In the fourth quarter 2011, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans filed applications with their local regulators concerning their proposal to join the MISO RTO and transfer control of each company’s transmission assets to the MISO RTO. Entergy Texas expects to submit its filing in 2012. The applications to join the MISO RTO seek a finding that membership in the MISO RTO is in the public interest. Becoming a member of the MISO RTO will not affect the ownership by the ~~end~~Utility operating companies of their generation and transmission facilities or the responsibility for maintaining those facilities. Once the Utility operating companies are fully integrated as members, however, the MISO RTO will assume control of transmission planning and congestion management and, through its Day 2 market, the commitment and dispatch of generation that is bid into the MISO RTO’s markets. The APSC, the LPSC, and the MPSC have established procedural schedules with hearings scheduled in May/June 2012. The FERC filings related to integrating the Utility operating companies into the MISO RTO are planned for late 2012 or early 2013. The target implementation date for joining the MISO RTO is December 2013.

Entergy believes that the decision to join the MISO RTO should be evaluated separately from and independent of the ~~first quarter 2011. Pursuant~~decision regarding the ownership of Entergy’s transmission system, and Entergy plans to ~~a schedule established by an~~pursue the MISO RTO proposal and the planned spin-off and merger of the transmission business on parallel regulatory paths. In December 2011, however, the LPSC ALJ in the MISO RTO proceeding ordered Entergy Gulf States Louisiana and Entergy Louisiana ~~expect~~ to ~~make a filing in May 2011 that sets forth~~file testimony regarding the ~~results~~impact of the ~~analysis~~proposed spin-off and merger of Entergy’s transmission business on the application to join the MISO RTO. Entergy Gulf States Louisiana and Entergy Louisiana complied with this order, but also filed a notice of objection and reservation of rights in response to the order, stating that the testimony, as well as related discovery and other proceedings, are not relevant to the decision to join the MISO RTO. In the APSC proceeding regarding the MISO RTO proposal, in February 2012 the APSC ordered the parties to consider to what extent, if any, the proposed spin-off and merger of Entergy’s transmission business might affect Entergy Arkansas’s membership in an RTO or otherwise affect the proceeding. The next round of testimony in the APSC proceeding is scheduled for March 2012.

In June 2011, MISO filed with the FERC a request for a transitional waiver of provisions of its open access transmission, energy, and operating reserve markets tariff regarding allocation of transmission network upgrade costs, in order to establish a transition for the integration of the ~~ava ilable options and preliminary recommendations regarding which option is~~Utility operating companies. Several parties intervened in the ~~public interest.~~proceeding, including Entergy, the APSC, the LPSC, and the City Council, and some of the parties also filed comments or protests. In September 2011 the FERC issued an order denying on procedural grounds MISO’s request, further advising MISO that submitting modified tariff sheets is the appropriate method for implementing the transition that MISO seeks for the Utility operating companies. The ~~other~~FERC did not address the merits of any transition arrangements that may be appropriate to integrate the Utility operating companies ~~expect~~into the MISO RTO. MISO worked with its stakeholders to ~~make similar filings at that time.~~prepare the appropriate changes to its tariff and filed the proposed tariff changes with the FERC in November 2011. Numerous entities filed interventions and protests to MISO’s filing. On January 25, 2012, the FERC sent a letter to MISO requesting additional information relating to MISO’s proposed tariff changes.

Notice to SERC Reliability Corporation Regarding Reliability Standards and FERC Investigation

Entergy has notified the SERC Reliability Corporation (SERC) of potential violations of certain North American Electric Reliability Corporation (NERC) reliability standards, including certain Critical Infrastructure Protection, ~~Facility~~Facilities Design, Connection and Maintenance, and System Protection ~~Coordination~~and Control standards. Entergy is working with the SERC to provide information concerning these potential violations. In addition, FERC’s Division of Investigations is conducting an investigation of certain issues relating to the Utility operating companies compliance with certain Reliability Standards related to protective system maintenance, facility ratings and modeling, training, and communications. The Energy Policy Act of 2005 provides authority to impose civil penalties for violations of the Federal Power Act and FERC regulations.

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U.S. Department of Justice Investigation

In September 2010, Entergy was notified that the U.S. Department of Justice had commenced a civil investigation of competitive issues concerning certain generation procurement, dispatch, and transmission system practices and policies of the Utility operating companies. The investigation is ongoing.

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Market and Credit Risk Sensitive Instruments

Market risk is the risk of changes in the value of commodity and financial instruments, or in future net income or cash flows, in response to changing market conditions. Entergy holds commodity and financial instruments that are exposed to the following significant market risks:

·	The commodity price risk associated with the sale of electricity by the Entergy Wholesale Commodities business.

·	The interest rate and equity price risk associated with Entergy’s investments in pension and other postretirement benefit trust funds. See Note 11 to the financial statements for details regarding Entergy’s pension and other postretirement benefit trust funds.

·	The interest rate and equity price risk associated with Entergy’s investments in nuclear plant decommissioning trust funds, particularly in the Entergy Wholesale Commodities business. See Note 17 to the financial statements for details regarding Entergy’s decommissioning trust funds.

The interest rate risk associated with changes in interest rates as a result of Entergy’s issuances of debt. Entergy manages its interest rate exposure by monitoring current interest rates and its debt outstanding in relation to total capitalization. See Notes 4 and 5 to the financial statements for the details of Entergy’s debt outstanding.

The Utility business has limited exposure to the effects of market risk because it operates primarily under cost-based rate regulation. To the extent approved by their retail rate regulators, the Utility operating companies hedge the exposure to natural gas price ~~volatility.~~volatility of their fuel and gas purchased for resale costs, which are recovered from customers.

Entergy’s commodity and financial instruments are exposed to credit risk. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement. Entergy is also exposed to a potential demand on liquidity due to credit support requirements within its supply or sales agreements.

Commodity Price Risk

Power Generation

As a wholesale generator, Entergy Wholesale ~~Commodities’~~Commodities core business is selling energy, measured in MWh, to its customers. Entergy Wholesale Commodities enters into forward contracts with its customers and sells energy in the day ahead or spot markets. In addition to selling the energy produced by its plants, Entergy Wholesale Commodities ~~also~~ sells unforced capacity, ~~from its nuclear plants to~~which allows load-serving entities ~~which allows those companies~~ to meet specified reserve and related requirements placed on them by the ISOs in their respective areas. Entergy Wholesale Commodities’ forward fixed price power contracts consist of contracts to sell energy only, contracts to sell capacity only, and bundled contracts in which it sells both capacity ~~a nd~~and energy. While the terminology and payment mechanics vary in these contracts, each of these types of contracts requires Entergy Wholesale Commodities to deliver MWh of energy, ~~to its counterparties,~~ make capacity available, ~~to them,~~ or both. The following is a summary as of December 31, ~~2010~~2011 of the amount of Entergy Wholesale Commodities’ nuclear power plants’ planned energy output that is sold forward under physical or financial contracts:

2011 2012 2013 2014 2015
Entergy Wholesale Commodities: ��
Percent of planned generation sold forward:
Unit-contingent 79% 59% 34% 14% 12%
Unit-contingent with guarantee of availability (1) 17% 14% 6% 3% 3%
Firm LD 3% 24% 0% 8% 0%
Offsetting positions (3)% (10)% 0% 0% 0%
Total energy sold forward 96% 87% 40% 25% 15%
Planned generation (TWh) (4) 41 41 40 41 41
Average revenue under contract per MWh (2) (3) $53 $49 $47 $51 $51

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Energy
	2012	2013	2014	2015	2016

Percent of planned generation sold forward:
Unit-contingent	61%	38%	14%	12%	12%
Unit-contingent with guarantee of availability (1)	16%	19%	15%	13%	13%
Firm LD	24%	24%	10%	-%	-%
Offsetting positions	(13)%	-%	-%	-%	-%
Total energy sold forward	88%	81%	39%	25%	25%
Planned generation (TWh) (2) (3)	41	40	41	41	40
Average revenue under contract per MWh (4)	$49	$45-50	$49-54	$49-57	$50-59

Capacity
	2012	2013	2014	2015	2016

Percent of capacity sold forward:
Bundled capacity and energy contracts	18%	16%	16%	16%	16%
Capacity contracts	39%	26%	25%	11%	-%
Total capacity sold forward	57%	42%	41%	27%	16%
Planned net MW in operation (3)	4,998	4,998	4,998	4,998	4,998
Average revenue under contract per kW per month (applies to capacity contracts only)	$2.4	$3.2	$3.1	$2.9	$-
Blended Capacity and Energy Recap (based on revenues)
% of planned generation and capacity sold forward	90%	80%	43%	27%	26%
Average revenue under contract per MWh (4)	$51	$47	$51	$52	$52

(1)	A sale of power on a unit-contingent basis coupled with a guarantee of availability provides for the payment to the power purchaser of contract damages, if incurred, in the event the seller fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold. All of Entergy’s outstanding guarantees of availability provide for dollar limits on Entergy’s maximum liability under such guarantees.
(2)	~~The Vermont Yankee acquisition included a 10-year PPA under~~Amount of output expected to be generated by Entergy Wholesale Commodities nuclear units considering plant operating characteristics, outage schedules, and expected market conditions which the former owners will buy most of the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices, which has not happened thus far.impact dispatch.
(3)	~~Average~~ Assumes NRC license renewal for plants whose current licenses expire within five years and the continued operation of all six plants. NRC license renewal applications are in process for three units, as follows (with current license expirations in parentheses): Pilgrim (June 2012), Indian Point 2 (September 2013), and Indian Point 3 (December 2015). For a discussion regarding the continued operation of the Vermont Yankee plant, see “Impairment of Long-Lived Assets” in Note 1 to the financial statements.
(4)	Revenue on a per unit basis at which generation output, capacity, or a combination of both is expected to be sold to third parties (including offsetting positions), given existing contract or option exercise prices based on expected dispatch or capacity, excluding the revenue ~~under contract~~associated with the amortization of the below-market PPA for Palisades. Revenue may fluctuate due to factors including positive or negative basis ~~differences,~~differentials, option premiums and market prices at time of option expiration, costs to convert firm LD to unit-contingent, and other risk management costs. Also, average revenue under contract excludes payments owed under the value sharing agreement with NYPA.
~~(4)~~	Assumes license renewal for plants whose current licenses expire within five years. License renewal applications are in process for four units, as follows (with current license expirations in parentheses): Vermont Yankee (March 2012), Pilgrim (June 2012), Indian Point 2 (September 2013), and Indian Point 3 (December 2015).

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Entergy Corporation and Subsidiaries

Management's Financial Discussion and Analysis

Entergy estimates that a $10 per MWh change in the annual average energy price in the markets in which the Entergy Wholesale Commodities nuclear business sells power, based on ~~December 31, 2010~~the respective year-end market conditions, planned generation ~~volume,~~volumes, and hedged ~~position,~~positions, would have a corresponding effect on pre-tax net income of $48 million in 2012 and would have had a corresponding effect on pre-tax net income of $17 million in 2011. Entergy estimates that, based on December 31, 2009 market conditions, planned generation volume, and hedged position, a $10 per MWh change in the annual average energy price would have had a corresponding effect on pre-tax net income of $53 million in 2010.

Entergy’s purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. In October 2007, NYPA and the subsidiaries that own the FitzPatrick and Indian Point 3 plants amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms. Under the amended value sharing agreements, the Entergy subsidiaries agreed to make annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014. Entergy subsidiaries will pay NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million, and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million.~~& #160;~~ The annual payment for each year’s output is due by January 15 of the following year. Entergy will record the liability for payments to NYPA as power is generated and sold by Indian Point 3 and FitzPatrick. In 2011, 2010, ~~2009,~~ and ~~2008,~~2009, Entergy Wholesale Commodities recorded a $72 million liability for generation during each of those years. An amount equal to the liability was recorded each year to the plant asset account as contingent purchase price consideration for the plants. This amount will be depreciated over the expected remaining useful life of the plants.

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’ power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Entergy Wholesale Commodities sells power. The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty. Cash and letters of credit are also acceptable forms of collateral. At December 31, ~~2010,~~2011, based on power prices at that time, Entergy had ~~credit~~liquidity exposure of ~~$14~~$133 million under the guarantees in place supporting Entergy ~~Nuclear Power Marketing (a subsidiary in the Entergy~~ Wholesale ~~Commo dities segment)~~Commodities transactions, $20 million of guarantees that support letters of credit, and $5$6 million of posted cash collateral to the ISOs. As of December 31, ~~2010,~~2011, the ~~credit~~liquidity exposure associated with Entergy Wholesale Commodities assurance requirements would increase by ~~$123~~$132 million for a $1 per MMBtu increase in gas prices in both the short-and long-term markets. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, ~~2010,~~2011, Entergy would have been required to provide approximately ~~$78~~$44 million of additional cash or letters of credit under some of the agreements.

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As of December 31, ~~2010,~~2011, substantially all of the counterparties or their guarantors for ~~99.7%~~100% of the planned energy output under contract for Entergy Wholesale Commodities nuclear plants through ~~2015~~2016 have public investment grade credit ~~ratings and 0.3% is with load-serving entities without public credit~~ ratings.

Nuclear Matters

~~In addition~~After the nuclear incident in Japan resulting from the March 2011 earthquake and tsunami, the NRC established a task force to ~~selling~~conduct a review of processes and regulations relating to nuclear facilities in the ~~power produced by its plants, Entergy Wholesale Commodities sells unforced capacity to load-serving distribution companies~~United States. The task force issued a near term (90-day) report in ~~order for those companies to meet requirements placed on them~~July 2011 that has made recommendations, which are currently being evaluated by the ~~ISO in their area. Following~~NRC. It is ~~a summary as of December 31, 2010~~anticipated that the NRC will issue certain orders and requests for information to nuclear plant licensees by the end of the ~~amount of~~first quarter 2012 that will begin to implement the task force’s recommendations. These orders may require U.S. nuclear operators, including Entergy, ~~Wholesale Commodities~~to undertake plant modifications or perform additional analyses that could, among other things, result in increased costs and capital requirements associated with operating Entergy’s nuclear ~~plants’ installed capacity that is sold forward, and the blended amount of the Entergy Wholesale Commodities nuclear plants’ planned generation output and installed capacity that is sold forward:~~plants.

2011 2012 2013 2014 2015
Entergy Wholesale Commodities:

Percent of capacity sold forward:
Bundled capacity and energy contracts 25% 18% 16% 16% 16%
Capacity contracts 37% 29% 26% 10% 0%
Total capacity sold forward 62% 47% 42% 26% 16%
Planned net MW in operation 4,998 4,998 4,998 4,998 4,998
Average revenue under contract per kW per month $2.6 $3.0 $3.1 $3.5 $-
(applies to capacity contracts only)

Blended Capacity and Energy Recap (based on revenues)
% of planned generation and capacity sold forward 96% 87% 40% 26% 15%
Average revenue under contract per MWh $54 $51 $50 $53 $52

Critical Accounting Estimates

The preparation of Entergy’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

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measurements that involve a high degree of uncertainty, and the potential for future changes in ~~the~~these assumptions and measurements ~~that~~ could produce estimates that would have a material effect on the presentation of Entergy’s financial position, or results of ~~operations.~~

operations, or cash flows.

Nuclear Decommissioning Costs

Entergy subsidiaries own nuclear generation facilities in both its Utility and Entergy Wholesale Commodities business units. Regulations require Entergy subsidiaries to decommission the nuclear power plants after each facility is taken out of service, and money is collected and deposited in trust funds during the facilities’ operating lives in order to provide for this obligation. Entergy conducts periodic decommissioning cost studies to estimate the costs that will be incurred to decommission the facilities. The following key assumptions have a significant effect on these estimates:

Cost Escalation Factors - Entergy’s current decommissioning cost studies include an assumption that decommissioning costs will escalate over present cost levels by annual factors ranging from approximately 3%2.5% to 3.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as an approximate average of 20% to 25%. To the extent that a high probability of license renewal is assumed, a change in the estimated inflation or cost escalation rate has a larger effect on the undiscounted cash flows because the rate of inflation is factored into the calculation for a longer period of time.

Timing - In projecting decommissioning costs, two assumptions must be made to estimate the timing of plant decommissioning. First, the date of the plant’s retirement must be estimated. A high probability that the plant’s license will be renewed and operate for some time beyond the original license term has currently been assumed for purposes of calculating the decommissioning liability for a number of Entergy’s nuclear units. Second, an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in ~~“safestore”~~SAFSTOR status for later decommissioning, as permitted by applicable regulations. SAFSTOR is decommissioning a facility by placing it in a safe stable condition that is maintained until it is subsequently decontaminated and dismantled to levels that permit license termination, normally within 60 years from permanent cessation of operations. While the effect of these assumptions cannot be determined with ~~pr ecision,~~precision, a change of assumption of either the probability of license renewal or use of a ~~“safestore” status~~SAFSTOR period can possibly change the present value of these obligations. Future revisions to appropriately reflect changes needed to the estimate of decommissioning costs will affect net income, only to the extent that the estimate of any reduction in the liability exceeds the amount of the undepreciated asset retirement cost at the date of the revision, for unregulated portions of Entergy’s business. Any increases in the liability recorded due to such changes are capitalized and depreciated over the asset’s remaining economic life.

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Spent Fuel Disposal - Federal law requires the DOE to provide for the permanent storage of spent nuclear fuel, and legislation has been passed by Congress to develop a repository at Yucca Mountain, Nevada. However, funding for the Yucca Mountain repository was almost completely eliminated from the federal budget for the current and prior years, and hearings on the facility’s NRC license have been suspended indefinitely. The DOE has not yet begun accepting spent nuclear fuel and is in non-compliance with federal law. The DOE continues to delay meeting its obligation and Entergy is continuing to pursue damages claims against the DOE for its failure to provide timely spent fuel storage. Until a federal site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and ~~mainta ining~~maintaining these facilities can have a significant effect (as much as an average of 20% to 30% of estimated decommissioning costs). Entergy’s decommissioning studies may include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of an appropriate facility designated by the federal government to receive spent nuclear fuel.

Technology and Regulation –- Over the past several years, more practical experience with the actual decommissioning of facilities has been gained and that experience has been incorporated ~~in to~~into Entergy’s current decommissioning cost estimates. However, given the long duration of decommissioning projects, additional experience, including technological advancements in decommissioning, could occur and affect current cost estimates. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant effect on cost estimates. The effect of these potential changes is not presently determinable.

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Interest Rates - The estimated decommissioning costs that form the basis for the decommissioning liability recorded on the balance sheet are discounted to present values using a credit-adjusted risk-free rate. When the decommissioning cost estimate is significantly changed requiring a revision to the decommissioning liability and the change results in an increase in cash flows, that increase is discounted using a current credit-adjusted risk-free rate. Under accounting rules, if the revision in estimate results in a decrease in estimated cash flows, that decrease is discounted using the previous credit-adjusted risk-free rate. Therefore, to the extent that one of the factors noted above changes resulting in a significant increase in estimated cash flows, current ~~int erest~~interest rates will affect the calculation of the present value of the additional decommissioning liability.

In the first quarter 2009, Entergy Arkansas recorded a revision to its estimated decommissioning cost liabilities for ANO 1 and 2 as a result of a revised decommissioning cost study. The revised estimates resulted in an $8.9 million reduction in its decommissioning liability, along with a corresponding reduction in the related regulatory asset.

~~In the second quarter 2009,~~2011, System Energy recorded a revision to its estimated decommissioning cost liability for Grand Gulf as a result of a revised decommissioning cost study. The revised estimate resulted in a ~~$4.2~~$38.9 million reduction in its decommissioning liability, along with a corresponding reduction in the related regulatory asset.

In the fourth quarter ~~2009,~~2011, Entergy ~~Gulf States Louisiana~~Wholesale Commodities recorded a ~~revision to~~reduction of $34.1 million in its ~~estimated~~ decommissioning cost liability for ~~River Bend~~a plant as a result of a revised decommissioning cost ~~study.~~study obtained to comply with a state regulatory requirement. The revised ~~estimate~~cost study resulted in a ~~$78.7 million increase in its decommissioning liability, along with a corresponding increase~~change in the ~~related asset retirement obligation asset that will be depreciated~~undiscounted cash flows and a credit to decommissioning expense of $34.1 million ($21 million net-of-tax) was recorded, reflecting the excess of the reduction in the liability over the ~~remaining life~~amount of ~~the unit.~~undepreciated assets.

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~~Management's Financial Discussion and Analysis~~

Unbilled Revenue

As discussed in Note 1 to the financial statements, Entergy 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.

Impairment of Long-lived Assets and Trust Fund Investments

Entergy has significant investments in long-lived assets in all of its segments, and Entergy evaluates these assets against the market economics and under the accounting rules for impairment whenever there are indications that impairments may exist. This evaluation involves a significant degree of estimation and uncertainty. In the Utility business, portions of River Bend are not included in rate base, which could reduce the revenue that would otherwise be recovered for the applicable portions of its generation. In the Entergy Wholesale Commodities business, Entergy’s investments in merchant nuclear generation assets are subject to impairment if adverse market conditions arise, if a unit ceases operation, or for certain units if their operating licenses are not renewed. Entergy’s investments in merchant non-nuclear generation assets are subject to impairment if adverse market conditions ~~arise.~~arise or if a unit ceases operation.

In order to determine if Entergy should recognize an impairment of a long-lived asset that is to be held and used, accounting standards require that the sum of the expected undiscounted future cash flows from the asset be compared to the asset’s carrying value. The carrying value of the asset includes any capitalized asset retirement cost associated with the recording of an additional decommissioning liability, therefore changes in assumptions that affect the decommissioning liability can increase or decrease the carrying value of the asset subject to impairment. If the expected undiscounted future cash flows exceed the carrying value, no impairment is recorded; if such cash flows are less than the carrying value, Entergy is required to record an impairment charge to write the asset down to its fair value.~~& #160;~~ If an asset is held for sale, an impairment is required to be recognized if the fair value (less costs to sell) of the asset is less than its carrying value.

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Management's Financial Discussion and Analysis

These estimates are based on a number of key assumptions, including:

Future power and fuel prices - Electricity and gas prices have been very volatile in recent years, and this volatility is expected to continue. This volatility necessarily increases the imprecision inherent in the long-term forecasts of commodity prices that are a key determinant of estimated future cash flows.

Market value of generation assets - Valuing assets held for sale requires estimating the current market value of generation assets. While market transactions provide evidence for this valuation, the market for such assets is volatile and the value of individual assets is impacted by factors unique to those assets.

·	Future operating costs - Entergy assumes relatively minor annual increases in operating costs. Technological or regulatory changes that have a significant impact on operations could cause a significant change in these assumptions.

·	Timing - Entergy currently assumes, for a number of its nuclear units, that the plant’s license will be renewed. A change in that assumption could have a significant effect on the expected future cash flows and result in a significant effect on operations.

~~Four nuclear power plants in~~For additional discussion regarding the ~~Entergy Wholesale Commodities business segment have applications pending for NRC license renewals. This includes~~continued operation of the Vermont Yankee plant, ~~which currently has an operating license that expires March 21, 2012. In addition~~see “Impairment of Long-Lived Assets” in Note 1 to ~~its federal NRC license, there is a two-step state law licensing process for obtaining a Certificate of Public Good (CPG) to operate Vermont Yankee and store spent nuclear fuel beyond March~~

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~~21, 2012, when~~ the current CPG expires. First, the Vermont legislature must vote affirmatively to permit the Vermont Public Service Board to consider Vermont Yankee’s application for a renewed CPG for the continued operation of Vermont Yankee and for storage of spent fuel. Second, the Vermont Public Service Board must vote to renew the CPG. On March 3, 2008, Entergy filed an application with the VPSB to renew its CPG. On February 24, 2010, a bill to approve the continued operation of Vermont Yankee was advanced to a vote in the Vermont Senate and defeated by a margin of 26 to 4. Neither house of the Vermont General Assembly has voted on a similar bill since that time.

If Entergy concludes that Vermont Yankee is unlikely to operate significantly beyond its current license expiration date in 2012, it could result in an impairment of part or all of the carrying value of the plant. Entergy's evaluation of the probability associated with operations of the plant past 2012 includes a number of factors such as the status of the NRC's evaluation of Entergy's application for license renewal, the status of state regulatory issues as described above, the potential sale of the plant, and the application of federal laws regarding the continued operations of nuclear facilities. In preparing its 2010 financial statements Entergy evaluated these factors and concluded that the carrying value of Vermont Yankee is not impaired as of December 31, 2010. The net carrying value of the plan t, including nuclear fuel, is $424 million as of December 31, 2010.statements.

Effective January 1, 2009, Entergy adopted an accounting pronouncement providing guidance regarding recognition and presentation of other-than-temporary impairments related to investments in debt securities. The assessment of whether an investment in a debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs. Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary-impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss). For debt securities held as of January 1, 2009 for which an ~~othe r-than-temporary~~other-than-temporary impairment had previously been recognized but for which assessment under the new guidance indicates this impairment is temporary, Entergy recorded an adjustment to its opening balance of retained earnings of $11.3 million ($6.4 million net-of-tax). Entergy did not have any material other than temporary impairments relating to credit losses on debt securities in 2011, 2010, or 2009. The assessment of whether an investment in an equity security has suffered an other than temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time. Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of ~~inve stments.~~investments. As discussed in Note 1 to the financial statements, unrealized losses that are not considered temporarily impaired are recorded in earnings for Entergy Wholesale Commodities. Entergy Wholesale Commodities recorded charges to other income of $0.1 million in 2011, $1 million in 2010, and $86 million in 2009 ~~and $50 million in 2008~~ resulting from the recognition of impairments of certain securities held in its decommissioning trust funds that are not considered temporary. Additional impairments could be recorded in ~~2011~~2012 to the extent that then current market conditions change the evaluation of recoverability of unrealized losses.

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 and meet certain eligibility requirements while still working for Entergy. Entergy’s reported costs of providing these benefits, as described in Note 11 to the financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. 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 for the Utility and ~~E ntergy~~Entergy Wholesale Commodities segments.

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Assumptions

Key actuarial assumptions utilized in determining these costs include:

·	Discount rates used in determining future benefit obligations;

·	Projected health care cost trend rates;

·	Expected long-term rate of return on plan assets; ~~and~~

·	Rate of increase in future compensation ~~levels.~~levels;

·	Retirement rates; and

·	Mortality rates.

Entergy reviews ~~these~~the first four assumptions listed above on an annual basis and adjusts them as necessary. The falling interest rate environment and ~~worse-than-expected performance of~~volatility in the financial equity markets ~~in 2008, partially offset by recoveries in 2009 and 2010,~~ 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.

The retirement and mortality rate assumptions are reviewed every three to five years as part of an actuarial study that compares these assumptions to the actual experience of the pension and other postretirement plans. The 2011 actuarial study reviewed plan experience from 2007 through 2010. As a result of the 2011 actuarial study, changes were made to reflect the expectation that participants have longer life expectancies and different retirement patterns than previously assumed. These changes are reflected in the December 31, 2011 financial disclosures and are a significant factor in the increase in 2012 pension and other postretirement costs compared to the 2011 costs.

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, the discount rates used to calculate its qualified pension benefit obligation decreased from a range of ~~6.10%~~5.6% to ~~6.30%~~5.7% for its specific pension plans in ~~2009~~2010 to a range of ~~5.6%~~5.1% to ~~5.7%~~5.2% in ~~2010.~~2011. The discount rate used to calculate its other postretirement benefit obligation also decreased from ~~6.10% in 2009 to~~ 5.5% in ~~2010. Entergy’s assumed discount rates used~~2010 to ~~calculate the 2008 pension and other postretirement obligations were 6.75% and 6.7%, respectively.~~5.1% in 2011.

Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy’s assumed health care cost trend rate assumption used in ~~calculating~~measuring the December 31, 2011 accumulated postretirement benefit obligation and 2012 postretirement cost was 7.75% for pre-65 retirees and 7.5% for post-65 retirees for 2012, gradually decreasing each successive year until it reaches 4.75% in 2022 and beyond for both pre-65 and post-65 retirees. Entergy’s health care cost trend rate assumption used in measuring the December 31, 2010 accumulated postretirement benefit obligation and 2011 postretirement cost was an 8.5% ~~increase in health care costs in~~for pre-65 retirees and 8.0% for post-65 retirees for 2011, gradually decreasing each successive year, until it reaches a 4.75% annual increase in health care costs in 2019 ~~and beyond~~ for pre-65 retirees and 4.75% in 2018 and beyond for post-65 retirees.

The assumed rate of increase in future compensation levels used to calculate 2011 and 2010 benefit obligations was 4.23% ~~in 2010 and 2009.~~.

In determining its expected long-term rate of return on plan assets used in the calculation of benefit plan costs, Entergy reviews past ~~long-term~~ performance, current and expected future asset allocations, and ~~long-term inflation assumptions.~~capital market assumptions of its investment consultant and investment managers.

Since 2003, Entergy ~~targets~~has targeted an asset allocation for its qualified pension plan assets of roughly 65% equity securities and 35% fixed-income securities. Entergy completed and adopted an optimization study in 2011 for the pension assets which recommended that the target asset allocation adjust dynamically over time, based on the funded status of the plan, from its current to its ultimate allocation of 45% equity, 55% fixed income. The ultimate asset allocation is expected to be attained when the plan is 105% funded.

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The current target allocations for Entergy’s non-taxable postretirement benefit assets are 55% equity securities and 45% fixed-income securities and, for its taxable other postretirement benefit assets, 35% equity securities and 65% fixed-income securities. Entergy also completed and adopted an optimization study in 2011 for the postretirement benefit trust assets that recommends both the taxable and the non-taxable assets move to 65% equity securities and 35% fixed-income securities. Entergy plans to adjust the postretirement asset allocation during 2012.

Entergy’s expected ~~long-term~~long term rate of return on qualified pension assets ~~and non-taxable other postretirement assets~~ used to calculate 2011, 2010 and 2009 qualified pension ~~and other postretirement benefits~~ costs was 8.5% and ~~7.75% , respectively for 2010 and~~will be 8.5% for ~~both qualified and other postretirement benefit costs for 2009 and 2008.~~2012. Entergy’s expected ~~long-term rates~~long term rate of return on ~~qualified pension assets and~~ non-taxable other postretirement assets used to calculate 2011 qualified pension and other postretirement benefits costs were 8.5% and 7.75%, respectively. Entergy’s expected long-term rates of return on taxable other postretirement assets used to calculate other postretirement ~~benefits~~ costs ~~were~~was 7.75% for 2011 and 2010, 8.5% for 2009 and will be 8.5% for 2012. For Entergy’s taxable postretirement assets, the expected long term rate of return was 5.5% infor 2011 and 2010, 6% infor 2009 and ~~5.5%~~will be 6.5% in ~~2008.~~2012.

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Cost Sensitivity

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

Actuarial Assumption	Change in Assumption	Impact on 2010 Qualified Pension Cost	Impact on Qualified Projected Benefit Obligation	Change in Assumption	Impact on 2011 Qualified Pension Cost	Impact on Qualified Projected Benefit Obligation
	Increase/(Decrease)			Increase/(Decrease)

Discount rate	(0.25%)	$13,682	$131,414	(0.25%)	$17,145	$188,246
Rate of return on plan assets	(0.25%)	$7,634	-	(0.25%)	$8,863	-
Rate of increase in compensation	0.25%	$6,367	$30,374	0.25%	$7,503	$41,227

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

Actuarial Assumption	Change in Assumption	Impact on 2010 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation	Change in Assumption	Impact on 2011 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)			Increase/(Decrease)

Health care cost trend	0.25%	$6,500	$34,291	0.25%	$8,900	$52,730
Discount rate	(0.25%)	$4,375	$40,557	(0.25%)	$6,622	$62,316

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

Accounting Mechanisms

~~Effective December 31, 2006, accounting~~Accounting standards ~~required~~require an employer to recognize in its balance sheet the funded status of its benefit plans. Refer to Note 11 to the financial statements for a further discussion of Entergy’s funded status.

In accordance with pension accounting standards, 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 expense 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.

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Management's Financial Discussion and Analysis

Entergy calculates the expected return on pension and other postretirement benefit plan assets by multiplying the long-term expected rate of return on assets by the market-related value (MRV) of plan assets. Entergy determines the MRV of pension plan assets by calculating a value that uses a 20-quarter phase-in of the difference between actual and expected returns. For other postretirement benefit plan assets Entergy uses fair value when determining MRV.

Costs and Funding

In ~~2010,~~2011, Entergy’s total qualified pension cost was ~~$147.1~~$154 million. Entergy anticipates ~~2011~~2012 qualified pension cost to be ~~$154~~$264 million. Pension funding was ~~$454~~approximately $400 million for ~~2010.~~2011. Entergy’s contributions to the pension trust are currently estimated to be approximately ~~$368.8~~$163 million in ~~2011,~~2012, although the required pension contributions will not be known with more certainty until the January 1, ~~2011~~2012 valuations are completed by April 1, ~~2011.~~2012. Entergy’s preliminary estimates of 2012 funding requirements indicate that the contributions will not exceed historical levels of pension contributions.

Minimum required funding calculations as determined under Pension Protection Act guidance are performed annually as of January 1 of each year and are based on measurements of the assets and funding liabilities as measured at that date. Any excess of the funding liability over the calculated fair market value of assets results in a funding shortfall which, under the Pension Protection Act, must be funded over a seven-year rolling period. The

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Pension Protection Act also imposes certain plan limitations if the funded percentage, which is based on a calculated fair market values of assets divided by funding liabilities, does not meet certain thresholds. For funding purposes, asset gains and losses are smoothed in to the calculated fair market value of assets and the funding liability is based upon a weighted average 24-month corporate bond rate published by the U.S. Treasury; therefore, periodic changes in asset returns and interest rates can affect funding shortfalls and future cash contributions.

Total postretirement health care and life insurance benefit costs for Entergy in ~~2010~~2011 were ~~$111.1~~$114.7 million, including ~~$26.6~~$33 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy expects ~~2011~~2012 postretirement health care and life insurance benefit costs to be ~~$114.7~~$138.4 million. This includes a projected ~~$33~~$31.2 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy contributed ~~$75~~$76.1 million to its postretirement plans in ~~2010.~~2011. Entergy’s current estimate of contributions to its other postretirement plans is approximately ~~$78~~$80.4 million in ~~2011.~~2012.

Federal Healthcare Legislation

The Patient Protection and Affordable Care Act (PPACA) became federal law on March 23, 2010, and, on March 30, 2010, the Health Care and Education Reconciliation Act of 2010 became federal law and amended certain provisions of the PPACA. These new federal laws change the law governing employer-sponsored group health plans, like Entergy's plans, and include, among other things, the following significant provisions:

·	A 40% excise tax on per capita medical benefit costs that exceed certain thresholds;

·	Change in coverage limits for ~~dependants;~~dependents; and

·	Elimination of lifetime caps.

The total impact of PPACA is not yet determinable because technical guidance regarding application must still be issued. Additionally, ongoing litigation and ~~political~~ discussions are in progress regarding the constitutionality of and the potential repeal of health care reform, although whether that occurs and what parts of health care reform would be invalidated or repealed is not yet known. Entergy will continue to monitor these developments to determine the possible impact on Entergy as a result of PPACA. Entergy is participating in the programs currently provided for under PPACA, such as the early retiree reinsurance program, which ~~may provide~~has provided for some limited reimbursements of certain claims for early retirees aged 55 to 64 who are not yet eligible for Medicare.

One provision of the new law that is effective in 2013 eliminates the federal income tax deduction for prescription drug expenses of Medicare beneficiaries for which the plan sponsor also receives the retiree drug subsidy under Part D. Entergy receives subsidy payments under the Medicare Part D plan and therefore in the first quarter 2010 recorded a reduction to the deferred tax asset related to the unfunded other postretirement benefit obligation. The offset was recorded in 2010 as a $16 million charge to income tax expense or, for the Utility, including each Registrant Subsidiary, as a regulatory asset.

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Management's Financial Discussion and Analysis

Other Contingencies

As a company with multi-state domestic utility operations and a history of international investments, Entergy is subject to a number of federal, state, and international laws and regulations and other factors and conditions in the areas in which it operates, which potentially subject it to environmental, litigation, and other risks. Entergy periodically evaluates its exposure for such risks and records a reserve for those matters which are considered probable and estimable in accordance with generally accepted accounting principles.

Environmental

Entergy must comply with environmental laws and regulations applicable to the handling and disposal of hazardous waste. Under these various laws and regulations, Entergy could incur substantial costs to restore properties consistent with the various standards. Entergy conducts studies to determine the extent of any required remediation and has recorded reserves based upon its evaluation of the likelihood of loss and expected dollar amount for each issue. Additional sites could be identified which require environmental remediation for which Entergy could be liable. The amounts of environmental reserves recorded can be significantly affected by the following external events or conditions:

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·	Changes to existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.

·	The identification of additional sites or the filing of other complaints in which Entergy may be asserted to be a potentially responsible party.

·	The resolution or progression of existing matters through the court system or resolution by the EPA.

Litigation

Entergy ~~has been~~is regularly named as a defendant in a number of lawsuits involving employment, ~~ratepayer,~~customers, and injuries and damages issues, among other matters. Entergy periodically reviews the cases in which it has been named as defendant and assesses the likelihood of loss in each case as probable, reasonably estimable, or remote and records reserves for cases which have a probable likelihood of loss and can be estimated. ~~Notes 2 and 8 to the financial statements include more detail on ratepayer and other lawsuits and management’s assessment of the adequacy of reserves recorded for these matters.~~ Given the environment in which Entergy operates, and the unpredictable nature of many of the cases in which Entergy is named as a defendant, ~~however,~~ the ultimate outcome of the litigation to which Entergy is exposed to has the potential to materially affect the results of operations of Entergy or ~~its operating company subsidiaries.~~Registrant Subsidiaries.

Uncertain Tax Positions

Entergy’s operations, including acquisitions and divestitures, require Entergy to evaluate risks such as the potential tax effects of a transaction, or warranties made in connection with such a transaction. Entergy believes that it has adequately assessed and provided for these types of risks, where applicable. Any ~~reserves~~provisions recorded for these types of issues, however, could be significantly affected by events such as claims made by third parties under warranties, additional transactions contemplated by Entergy, or completion of reviews of the tax treatment of certain transactions or issues by taxing authorities. ~~Entergy does not expect a material adverse effect on earnings from these matters.~~

New Accounting Pronouncements

The accounting standard-setting process, including projects between the FASB and the International Accounting Standards Board (IASB) to converge U.S. GAAP and International Financial Reporting Standards, is ongoing and the FASB and the IASB are each currently working on several projects that have not yet resulted in final pronouncements. Final pronouncements that result from these projects could have a material effect on Entergy’s future net income, financial position, or ~~financial position.~~cash flows.

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In May 2011 the FASB issued ASU No. 2011-4, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which states that the ASU explains how to measure fair value. The ASU states that: 1) the amendments in the ASU result in common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards; 2) consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements; 3) for many of the requirements, the FASB does not intend for the ASU to result in a change in the application of the requirements of current U.S. GAAP; 4) some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements; and 5) other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU No. 2011-4 is effective for Entergy for the first quarter 2012. Entergy does not expect ASU No. 2011-4 to affect materially its results of operations, financial position, or cash flows.

In September 2011 the FASB issued ASU No. 2011-8, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment assessment. ASU No. 2011-8 is effective for Entergy for the first quarter 2012. ASU No. 2011-8 will have no effect on Entergy’s results of operations, financial position, or cash flows.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY

December 31,
2010 2009
(In Thousands)

CURRENT LIABILITIES
Currently maturing long-term debt $ 299,548 $ 711,957
Notes payable and commercial paper 154,135 30,031
Accounts payable 1,181,099 998,228
Customer deposits 335,058 323,342
Accumulated deferred income taxes 49,307 48,584
Interest accrued 217,685 192,283
Deferred fuel costs 166,409 219,639
Obligations under capital leases 3,388 212,496
Pension and other postretirement liabilities 39,862 55,031
System agreement cost equalization 52,160 187,204
Other 277,598 215,202
TOTAL 2,776,249 3,193,997

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued 8,573,646 7,662,798
Accumulated deferred investment tax credits 292,330 308,395
Obligations under capital leases 42,078 354,233
Other regulatory liabilities 539,026 378,862
Decommissioning and asset retirement cost liabilities 3,148,479 2,939,539
Accumulated provisions 395,250 141,315
Pension and other postretirement liabilities 2,175,364 2,241,039
Long-term debt (includes securitization bonds
     of $931,131 as of December 31, 2010)
11,317,157 10,705,738
Other 618,559 711,334
TOTAL 27,101,889 25,443,253

Commitments and Contingencies

Subsidiaries' preferred stock without sinking fund 216,738 217,343

EQUITY
Common Shareholders' Equity:
Common stock, $.01 par value, authorized 500,000,000 shares;
  issued 254,752,788 shares in 2010 and in 2009 2,548 2,548
Paid-in capital 5,367,474 5,370,042
Retained earnings 8,689,401 8,043,122
Accumulated other comprehensive loss (38,212 ) (75,185 )
Less - treasury stock, at cost (76,006,920 shares in 2010 and
  65,634,580 shares in 2009) 5,524,811 4,727,167
Total common shareholders' equity 8,496,400 8,613,360
Subsidiaries' preferred stock without sinking fund 94,000 94,000
TOTAL 8,590,400 8,707,360

TOTAL LIABILITIES AND EQUITY $ 38,685,276 $ 37,561,953

See Notes to Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the Years Ended December 31,
	2011			2010			2009
	(In Thousands)

Net Income	$	1,367,372		$	1,270,305		$	1,251,050

Other comprehensive income (loss)
Cash flow hedges net unrealized gain (loss)
(net of tax expense (benefit) of $34,411, ($7,088), and $333)		71,239			(11,685	)		(2,887	)
Pension and other postretirement liabilities
(net of tax benefit of $131,198, $14,387, and $34,415)		(223,090	)		(8,527	)		(35,707	)
Net unrealized investment gains
(net of tax expense of $19,368, $51,130, and $102,845)		21,254			57,523			82,929
Foreign currency translation
(net of tax expense (benefit) of $192, ($182), and ($246))		357			(338	)		(457	)
Other comprehensive income (loss)		(130,240	)		36,973			43,878

Comprehensive Income		1,237,132			1,307,278			1,294,928

Preferred dividend requirements of subsidiaries		20,933			20,063			19,958

Comprehensive Income Attributable to Entergy Corporation	$	1,216,199		$	1,287,215		$	1,274,970


See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
For the Years Ended December 31, 2010, 2009, and 2008

Common Shareholders’ Equity
Subsidiaries’ Preferred Stock Common Stock Treasury Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
(In Thousands)

Balance at December 31, 2007 $ 94,000 $ 2,482 $ (3,734,865 ) $ 4,850,769 $ 6,735,965 $ 8,320 $ 7,956,671

Consolidated net income (a) 19,969 - - - 1,220,566 - 1,240,535
Other comprehensive income:
    Cash flow hedges net unrealized gain (net of tax expense of $78,837) - - - - - 133,370 133,370
    Pension and other postretirement liabilities (net of tax benefit of $68,076) - - - - - (125,087 ) (125,087 )
    Net unrealized investment losses (net of tax benefit of $108,049) - - - - - (126,013 ) (126,013 )
    Foreign currency translation (net of tax benefit of $1,770) - - - - - (3,288 ) (3,288 )
        Total comprehensive income 1,119,517

Common stock repurchases - - (512,351 ) - - - (512,351 )
Common stock issuances related to stock plans - - 72,002 18,534 - - 90,536
Common stock dividends declared - - - - (573,924 ) - (573,924 )
Preferred dividend requirements of subsidiaries (a) (19,969 ) - - - - - (19,969 )
Capital stock and other expenses - - - - 112 - 112

Balance at December 31, 2008 $ 94,000 $ 2,482 $ (4,175,214 ) $ 4,869,303 $ 7,382,719 $ (112,698 ) $ 8,060,592

Consolidated net income (a) 19,958 - - - 1,231,092 - 1,251,050
Other comprehensive income:
    Cash flow hedges net unrealized loss (net of tax expense of $333) - - - - - (2,887 ) (2,887 )
    Pension and other postretirement liabilities (net of tax benefit of $34,415) - - - - - (35,707 ) (35,707 )
    Net unrealized investment gains (net of tax expense of $102,845) - - - - - 82,929 82,929
    Foreign currency translation (net of tax benefit of $246) - - - - - (457 ) (457 )
        Total comprehensive income 1,294,928

Common stock repurchases - - (613,125 ) - - - (613,125 )
Common stock issuances in settlement of equity unit purchase contracts - 66 - 499,934 - - 500,000
Common stock issuances related to stock plans - - 61,172 805 - - 61,977
Common stock dividends declared - - - - (576,913 ) - (576,913 )
Preferred dividend requirements of subsidiaries (a) (19,958 ) - - - - - (19,958 )
Capital stock and other expenses - - - - (141 ) - (141 )
Adjustment for implementation of new accounting pronouncement - - - - 6,365 (6,365 ) -

Balance at December 31, 2009 $ 94,000 $ 2,548 $ (4,727,167 ) $ 5,370,042 $ 8,043,122 $ (75,185 ) 8,707,360

Consolidated net income (a) 20,063 - - - 1,250,242 - 1,270,305
Other comprehensive income:
    Cash flow hedges net unrealized loss (net of tax benefit of $7,088) - - - - - (11,685 ) (11,685 )
    Pension and other postretirement liabilities (net of tax benefit of $14,387) - - - - - (8,527 ) (8,527 )
    Net unrealized investment gains (net of tax expense of $51,130) - - - - - 57,523 57,523
    Foreign currency translation (net of tax benefit of $182) - - - - - (338 ) (338 )
        Total comprehensive income 1,307,278

Common stock repurchases - - (878,576 ) - - - (878,576 )
Common stock issuances related to stock plans - - 80,932 (2,568 ) - - 78,364
Common stock dividends declared - - - - (603,963 ) - (603,963 )
Preferred dividend requirements of subsidiaries (a) (20,063 ) - - - - - (20,063 )

Balance at December 31, 2010 $ 94,000 $ 2,548 $ (5,524,811 ) $ 5,367,474 $ 8,689,401 $ (38,212 ) $ 8,590,400

See Notes to Financial Statements.

(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2010, 2009, and 2008 include $13.3 million of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented as equity.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2011			2010			2009
	(In Thousands)

OPERATING ACTIVITIES
Consolidated net income	$	1,367,372		$	1,270,305		$	1,251,050
Adjustments to reconcile consolidated net income to net cash flow
provided by operating activities:
Depreciation, amortization, and decommissioning, including nuclear fuel amortization		1,745,455			1,705,331			1,458,861
Deferred income taxes, investment tax credits, and non-current taxes accrued		(280,029	)		718,987			864,684
Gain on sale of business		-			(44,173	)		-
Changes in working capital:
Receivables		28,091			(99,640	)		116,444
Fuel inventory		5,393			(10,665	)		19,291
Accounts payable		(131,970	)		216,635			(14,251	)
Prepaid taxes and taxes accrued		580,042			(116,988	)		(260,029	)
Interest accrued		(34,172	)		17,651			4,974
Deferred fuel		(55,686	)		8,909			72,314
Other working capital accounts		41,875			(160,326	)		(43,391	)
Change in provisions for estimated losses		(11,086	)		265,284			(12,030	)
Change in other regulatory assets		(673,244	)		339,408			(415,157	)
Change in pension and other postretirement liabilities		962,461			(80,844	)		71,789
Other		(415,685	)		(103,793	)		(181,391	)
Net cash flow provided by operating activities		3,128,817			3,926,081			2,933,158

INVESTING ACTIVITIES
Construction/capital expenditures		(2,040,027	)		(1,974,286	)		(1,931,245	)
Allowance for equity funds used during construction		86,252			59,381			59,545
Nuclear fuel purchases		(641,493	)		(407,711	)		(525,474	)
Proceeds from sale/leaseback of nuclear fuel		-			-			284,997
Proceeds from sale of assets and businesses		6,531			228,171			39,554
Payments for purchases of plants		(646,137	)		-			-
Insurance proceeds received for property damages		-			7,894			53,760
Changes in transition charge account		(7,260	)		(29,945	)		(1,036	)
NYPA value sharing payment		(72,000	)		(72,000	)		(72,000	)
Payments to storm reserve escrow account		(6,425	)		(296,614	)		(6,802	)
Receipts from storm reserve escrow account		-			9,925			-
Decrease (increase) in other investments		(11,623	)		24,956			100,956
Proceeds from nuclear decommissioning trust fund sales		1,360,346			2,606,383			2,570,523
Investment in nuclear decommissioning trust funds		(1,475,017	)		(2,730,377	)		(2,667,172	)
Net cash flow used in investing activities		(3,446,853	)		(2,574,223	)		(2,094,394	)

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2011			2010			2009
	(In Thousands)

FINANCING ACTIVITIES
Proceeds from the issuance of:
Long-term debt		2,990,881			3,870,694			2,003,469
Common stock and treasury stock		46,185			51,163			28,198
Retirement of long-term debt		(2,437,372	)		(4,178,127	)		(1,843,169	)
Repurchase of common stock		(234,632	)		(878,576	)		(613,125	)
Redemption of subsidiary common and preferred stock		(30,308	)		-			(1,847	)
Changes in credit borrowings - net		(6,501	)		(8,512	)		(25,000	)
Dividends paid:
Common stock		(589,605	)		(603,854	)		(576,956	)
Preferred stock		(20,933	)		(20,063	)		(19,958	)
Net cash flow used in financing activities		(282,285	)		(1,767,275	)		(1,048,388	)

Effect of exchange rates on cash and cash equivalents		287			338			(1,316	)

Net decrease in cash and cash equivalents		(600,034	)		(415,079	)		(210,940	)

Cash and cash equivalents at beginning of period		1,294,472			1,709,551			1,920,491

Cash and cash equivalents at end of period	$	694,438		$	1,294,472		$	1,709,551



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized	$	532,271		$	534,004		$	576,811
Income taxes	$	(2,042	)	$	32,144		$	43,057

Noncash financing activities:
Long-term debt retired (equity unit notes)	$	-		$	-		$	(500,000	)
Common stock issued in settlement of equity unit purchase contracts	$	-		$	-		$	500,000

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS

	December 31,
	2011			2010
	(In Thousands)

CURRENT ASSETS
Cash and cash equivalents:
Cash	$	81,468		$	76,290
Temporary cash investments		612,970			1,218,182
Total cash and cash equivalents		694,438			1,294,472
Securitization recovery trust account		50,304			43,044
Accounts receivable:
Customer		568,558			602,796
Allowance for doubtful accounts		(31,159	)		(31,777	)
Other		166,186			161,662
Accrued unbilled revenues		298,283			302,901
Total accounts receivable		1,001,868			1,035,582
Deferred fuel costs		209,776			64,659
Accumulated deferred income taxes		9,856			8,472
Fuel inventory - at average cost		202,132			207,520
Materials and supplies - at average cost		894,756			866,908
Deferred nuclear refueling outage costs		231,031			218,423
System agreement cost equalization		36,800			52,160
Prepaid taxes		-			301,807
Prepayments and other		291,742			246,036
TOTAL		3,622,703			4,339,083

OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity		44,876			40,697
Decommissioning trust funds		3,788,031			3,595,716
Non-utility property - at cost (less accumulated depreciation)		260,436			257,847
Other		416,423			405,946
TOTAL		4,509,766			4,300,206

PROPERTY, PLANT AND EQUIPMENT
Electric		39,385,524			37,153,061
Property under capital lease		809,449			800,078
Natural gas		343,550			330,608
Construction work in progress		1,779,723			1,661,560
Nuclear fuel		1,546,167			1,377,962
TOTAL PROPERTY, PLANT AND EQUIPMENT		43,864,413			41,323,269
Less - accumulated depreciation and amortization		18,255,128			17,474,914
PROPERTY, PLANT AND EQUIPMENT - NET		25,609,285			23,848,355

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net		799,006			845,725
Other regulatory assets (includes securitization property of
$1,009,103 as of December 31, 2011 and $882,346 as of
December 31, 2010)		4,636,871			3,838,237
Deferred fuel costs		172,202			172,202
Goodwill		377,172			377,172
Accumulated deferred income taxes		19,003			54,523
Other		955,691			909,773
TOTAL		6,959,945			6,197,632

TOTAL ASSETS	$	40,701,699		$	38,685,276

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY

	December 31,
	2011			2010
	(In Thousands)

CURRENT LIABILITIES
Currently maturing long-term debt	$	2,192,733		$	299,548
Notes payable		108,331			154,135
Accounts payable		1,069,096			1,181,099
Customer deposits		351,741			335,058
Taxes accrued		278,235			-
Accumulated deferred income taxes		99,929			49,307
Interest accrued		183,512			217,685
Deferred fuel costs		255,839			166,409
Obligations under capital leases		3,631			3,388
Pension and other postretirement liabilities		44,031			39,862
System agreement cost equalization		80,090			52,160
Other		283,531			277,598
TOTAL		4,950,699			2,776,249

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued		8,096,452			8,573,646
Accumulated deferred investment tax credits		284,747			292,330
Obligations under capital leases		38,421			42,078
Other regulatory liabilities		728,193			539,026
Decommissioning and asset retirement cost liabilities		3,296,570			3,148,479
Accumulated provisions		385,512			395,250
Pension and other postretirement liabilities		3,133,657			2,175,364
Long-term debt (includes securitization bonds of $1,070,556 as of
December 31, 2011 and $931,131 as of December 31, 2010)		10,043,713			11,317,157
Other		501,954			618,559
TOTAL		26,509,219			27,101,889

Commitments and Contingencies

Subsidiaries' preferred stock without sinking fund		186,511			216,738

EQUITY
Common Shareholders' Equity:
Common stock, $.01 par value, authorized 500,000,000 shares;
issued 254,752,788 shares in 2011 and in 2010		2,548			2,548
Paid-in capital		5,360,682			5,367,474
Retained earnings		9,446,960			8,689,401
Accumulated other comprehensive loss		(168,452	)		(38,212	)
Less - treasury stock, at cost (78,396,988 shares in 2011 and
76,006,920 shares in 2010)		5,680,468			5,524,811
Total common shareholders' equity		8,961,270			8,496,400
Subsidiaries' preferred stock without sinking fund		94,000			94,000
TOTAL		9,055,270			8,590,400

TOTAL LIABILITIES AND EQUITY	$	40,701,699		$	38,685,276

See Notes to Financial Statements.

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ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2011, 2010, and 2009

				Common Shareholders’ Equity
	Subsidiaries’ Preferred Stock			Common Stock		Treasury Stock			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	(In Thousands)

Balance at December 31, 2008	$	94,000		$	2,482	$	(4,175,214	)	$	4,869,303		$	7,382,719		$	(112,698	)	$	8,060,592


Consolidated net income (a)		19,958			-		-			-			1,231,092			-			1,251,050
Other comprehensive income		-			-		-			-			-			43,878			43,878
Common stock repurchases		-			-		(613,125	)		-			-			-			(613,125	)
Common stock issuances in settlement of equity unit purchase contracts		-			66		-			499,934			-			-			500,000
Common stock issuances related to stock plans		-			-		61,172			805			-			-			61,977
Common stock dividends declared		-			-		-			-			(576,913	)		-			(576,913	)
Preferred dividend requirements of subsidiaries (a)		(19,958	)		-		-			-			-			-			(19,958	)
Capital stock and other expenses		-			-		-			-			(141	)		-			(141	)
Adjustment for implementation of new accounting pronouncement		-			-		-			-			6,365			(6,365	)		-

Balance at December 31, 2009	$	94,000		$	2,548	$	(4,727,167	)	$	5,370,042		$	8,043,122		$	(75,185	)	$	8,707,360


Consolidated net income (a)		20,063			-		-			-			1,250,242			-			1,270,305
Other comprehensive income		-			-		-			-			-			36,973			36,973
Common stock repurchases		-			-		(878,576	)		-			-			-			(878,576	)
Common stock issuances related to stock plans		-			-		80,932			(2,568	)		-			-			78,364
Common stock dividends declared		-			-		-			-			(603,963	)		-			(603,963	)
Preferred dividend requirements of subsidiaries (a)		(20,063	)		-		-			-			-			-			(20,063	)

Balance at December 31, 2010	$	94,000		$	2,548	$	(5,524,811	)	$	5,367,474		$	8,689,401		$	(38,212	)	$	8,590,400


Consolidated net income (a)		20,933			-		-			-			1,346,439			-			1,367,372
Other comprehensive loss		-			-		-			-			-			(130,240	)		(130,240	)
Common stock repurchases		-			-		(234,632	)		-			-			-			(234,632	)
Common stock issuances related to stock plans		-			-		78,975			(6,792	)		-			-			72,183
Common stock dividends declared		-			-		-			-			(588,880	)		-			(588,880	)
Preferred dividend requirements of subsidiaries (a)		(20,933	)		-		-			-			-			-			(20,933	)

Balance at December 31, 2011	$	94,000		$	2,548	$	(5,680,468	)	$	5,360,682		$	9,446,960		$	(168,452	)	$	9,055,270


See Notes to Financial Statements.

(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2011, 2010, and 2009 include $13.3 million of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented as equity.

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ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

The accompanying consolidated financial statements include the accounts of Entergy Corporation and its subsidiaries. As required by generally accepted accounting principles in the United States of America, all intercompany transactions have been eliminated in the consolidated financial statements. Entergy’s Registrant Subsidiaries (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy) also include their separate financial statements in this Form 10-K. The Registrant Subsidiaries and many other Entergy subsidiaries maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current ~~classification s,~~classifications, with no effect on net income or common shareholders’ (or members’) equity.

Use of Estimates in the Preparation of Financial Statements

In conformity with generally accepted accounting principles in the United States of America, the preparation of Entergy Corporation’s consolidated financial statements and the separate financial statements of the Registrant Subsidiaries requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. 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 Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, Louisiana, Mississippi, and Texas, respectively. Entergy Gulf States Louisiana also distributes natural gas to retail customers in and around Baton Rouge, Louisiana. Entergy New Orleans sells both electric power and natural gas to retail customers in the City of New Orleans, except for Algiers, where Entergy Louisiana is the electric power supplier. The Entergy Wholesale Commodities segment derives almost all of its revenue from sales of electric power generated by plants owned by subsidiaries in that segment.

Entergy recognizes revenue from electric power and natural gas sales when power or gas is delivered to customers. To the extent that deliveries have occurred but a bill has not been issued, Entergy’s Utility operating companies accrue an estimate of the revenues for energy delivered since the latest billings. The Utility operating companies calculate 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 Entergy’s Utility operating companies’ various jurisdictions. Changes are made to the inputs in the estimate as needed to reflect changes in billing practices. Each month the estimated unbilled ~~r evenue~~revenue amounts are recorded as revenue and unbilled accounts 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 reversed and new estimates recorded.

~~Table of Contents~~

~~Entergy Corporation and Subsidiaries~~

~~Notes to Financial Statements~~

Entergy records revenue from sales under rates implemented subject to refund less estimated amounts accrued for probable refunds when Entergy believes it is probable that revenues will be refunded to customers based upon the status of the rate ~~case~~proceeding as of the date the financial statements are prepared.

Table of Contents

Entergy Corporation and Subsidiaries

Notes to Financial Statements

Entergy’s Utility operating 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. 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.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&# 8217;s~~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. Depreciation is computed on the straight-line basis at rates based on the applicable estimated service lives of the various classes of property. For the Registrant Subsidiaries, 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 Registrant Subsidiaries’ 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 for Entergy (including property under capital lease and associated accumulated amortization) by business segment and functional category, as of December 31, ~~2010~~2011 and ~~2009,~~2010, is shown below:

2010	Entergy	Utility	Entergy Wholesale Commodities	Parent & Other
2011					Entergy	Utility	Entergy Wholesale Commodities	Parent & Other
	(In Millions)				(In Millions)
Production
Nuclear	$8,393	$5,378	$3,015	$-	$8,635	$5,441	$3,194	$-
Other	1,842	1,797	45	-	2,431	2,032	399	-
Transmission	2,986	2,956	30	-	3,344	3,309	35	-
Distribution	5,926	5,926	-	-	6,157	6,157	-	-
Other	1,661	1,411	248	2	1,716	1,463	250	3
Construction work in progress	1,662	1,300	361	1	1,780	1,420	359	1
Nuclear fuel	1,378	760	618	-	1,546	802	744	-
Property, plant, and equipment - net	$23,848	$19,528	$4,317	$3	$25,609	$20,624	$4,981	$4

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Entergy Corporation and Subsidiaries

Notes to Financial Statements

2009	Entergy	Utility	Entergy Wholesale Commodities	Parent & Other
2010					Entergy	Utility	Entergy Wholesale Commodities	Parent & Other
	(In Millions)				(In Millions)
Production
Nuclear	$8,105	$5,414	$2,691	$-	$8,393	$5,378	$3,015	$-
Other	1,936	1,724	212	-	1,842	1,797	45	-
Transmission	2,922	2,889	33	-	2,986	2,956	30	-
Distribution	5,948	5,948	-	-	5,926	5,926	-	-
Other	1,664	1,398	263	3	1,661	1,411	248	2
Construction work in progress	1,547	1,134	414	(1)	1,662	1,300	361	1
Nuclear fuel (leased and owned)	1,267	747	520	-
Nuclear fuel					1,378	760	618	-
Property, plant, and equipment - net	$23,389	$19,254	$4,133	$2	$23,848	$19,528	$4,317	$3

Depreciation rates on average depreciable property for Entergy approximated 2.6% in ~~2010, 2.7%~~2011, 2.6% in ~~2009,~~2010, and 2.7% in ~~2008.~~2009. Included in these rates are the depreciation rates on average depreciable utility property of 2.5% in ~~2010, 2.7%~~2011, 2.5% in ~~2009,~~2010, and 2.7% ~~2008,~~2009, and the depreciation rates on average depreciable non-utility property of 3.9% in 2011, 3.7% in 2010, and 3.8% in ~~2009, and 3.7% in 2008.~~2009.

Entergy amortizes nuclear fuel using a units-of-production method. Nuclear fuel amortization is included in fuel expense in the income statements.

“Non-utility property - at cost (less accumulated depreciation)” for Entergy is reported net of accumulated depreciation of ~~$207.6~~$214.3 million and ~~$197.8~~$207.6 million as of December 31, ~~2010~~2011 and ~~2009,~~2010, respectively.

Construction expenditures included in accounts payable at December 31, ~~2010~~2011 is $171 million.

Net property, plant, and equipment for the Registrant Subsidiaries (including property under capital lease and associated accumulated amortization) by company and functional category, as of December 31, ~~2010~~2011 and ~~2009,~~2010, is shown below:

2010	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
2011								Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Millions)							(In Millions)
Production
Nuclear	$1,029	$1,452	$1,489	$-	$-	$-	$1,408	$1,034	$1,458	$1,561	$-	$-	$-	$1,388
Other	406	302	393	368	(2)	331	-	398	286	679	350	(7)	325	-
Transmission	837	456	597	469	22	569	6	942	500	706	510	22	624	5
Distribution	1,637	817	1,255	977	296	944	-	1,700	856	1,304	1,009	298	990	-
Other	197	192	289	207	180	116	20	173	192	278	206	186	110	18
Construction work in progress	114	119	521	147	12	80	211	120	122	559	105	14	91	358
Nuclear fuel	189	203	135	-	-	-	155	273	206	165	-	-	-	158
Property, plant, and equipment - net	$4,409	$3,541	$4,679	$2,168	$508	$2,040	$1,800	$4,640	$3,620	$5,252	$2,180	$513	$2,140	$1,927

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~~Notes to Financial Statements~~

	Payments or (Receipts)
	(In Millions)
Entergy Arkansas	$156
Entergy Gulf States Louisiana	($75)
Entergy Louisiana	$-
Entergy Mississippi	($33)
Entergy New Orleans	($5)
Entergy Texas	($43)

Entergy Arkansas made its payment in January 2012. In February 2012, Entergy Arkansas filed for an interim adjustment to its production cost allocation rider requesting that the $156 million payment be collected from customers over the 22-month period from March 2012 through December 2013. On February 27, 2012, the APSC staff responded to Entergy Arkansas’s filing and requested that the APSC: 1) determine whether Entergy Arkansas must make a request separate from the production cost allocation rider to ask for recovery of the payment and 2) find that Arkansas law does not allow retroactive ratemaking and not permit recovery of the payment from customers through the production cost allocation rider. In the alternative the APSC staff requested that the APSC determine that an interim production cost allocation rider rate does not become effective without an APSC order.

The LPSC and the APSC have requested rehearing of the FERC’s October 2011 order. The APSC, LPSC, the PUCT, and other parties intervened in the December 2011 compliance filing proceeding, and the APSC and the LPSC also filed protests.

Calendar Year ~~2010~~2011 Production Costs

The liabilities and assets for the preliminary estimate of the payments and receipts required to implement the FERC’s remedy based on calendar year ~~2010~~2011 production costs were recorded in December ~~2010,~~2011, based on certain year-to-date information. The preliminary estimate was recorded based on the following estimate of the payments/receipts among the Utility operating companies for ~~2011.~~2012.

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Notes to Financial Statements

	Payments or (Receipts)
	(In Millions)

Entergy Arkansas	$5237
Entergy Gulf States Louisiana	$-
Entergy Louisiana	$- ($37)
Entergy Mississippi	~~($37)~~$-
Entergy New Orleans	~~($15)~~$-
Entergy Texas	$-

The actual payments/receipts for ~~2011,~~2012, based on calendar year ~~2010~~2011 production costs, will not be calculated until the Utility operating companies’ FERC Form 1s have been filed. Once the calculation is completed, it will be filed at the FERC. The level of any payments and receipts is significantly affected by a number of factors, including, among others, weather, the price of alternative fuels, the operating characteristics of the Entergy System generating fleet, and multiple factors affecting the calculation of the non-fuel related revenue requirement components of the total production costs, such as plant investment.

2011 Rate Filing Based on Calendar Year 2010 Production Costs

In May 2011, Entergy filed with the FERC the 2011 rates in accordance with the FERC’s orders in the System Agreement proceeding. The filing shows the following payments/receipts among the Utility operating companies for 2011, based on calendar year 2010 production costs, commencing for service in June 2011, are necessary to achieve rough production cost equalization under the FERC’s orders:

	Payments or (Receipts)
	(In Millions)
Entergy Arkansas	$77
Entergy Gulf States Louisiana	($12)
Entergy Louisiana	$-
Entergy Mississippi	($40)
Entergy New Orleans	($25)
Entergy Texas	$-

Several parties intervened in the proceeding at the FERC, including the LPSC, which filed a protest as well. In July 2011, the FERC accepted Entergy's proposed rates for filing, effective June 1, 2011, subject to refund, set the proceeding for hearing procedures, and then held those procedures in abeyance pending FERC decisions in the prior production cost proceedings currently before the FERC on review.

Prior Years’ Rough Production Cost Equalization Rates

Each May since 2007 Entergy has filed with the FERC the rates to implement the FERC’s orders in the System Agreement proceeding. These filings show the following payments/receipts among the Utility operating companies are necessary to achieve rough production cost equalization as defined by the FERC’s orders:

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Notes to Financial Statements

	2007 Payments or (Receipts) Based on 2006 Costs	2008 Payments or (Receipts) Based on 2007 Costs	2009 Payments or (Receipts) Based on 2008 Costs	2010 Payments or (Receipts) Based on 2009 Costs
	(In Millions)

Entergy Arkansas	$252	$252	$390	$41
Entergy Gulf States Louisiana	($120)	($124)	($107)	$-
Entergy Louisiana	($91)	($36)	($140)	($22)
Entergy Mississippi	($41)	($20)	($24)	($19)
Entergy New Orleans	$-	($7)	$-	$-
Entergy Texas	($30)	($65)	($119)	$-

The APSC has approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas. 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, subject to specific circumstances that have caused trapped costs. See “Fuel and purchased power cost recovery, Entergy Texas,” above for discussion of a PUCT decision that resulted in $18.6 million of trapped costs between Entergy’s Texas and Louisiana jurisdictions. See “2007 Rate Filing Based on Calendar Year 2006 Production Costs” below for a discussion of a FERC decision that could result in $14.5 million of trapped costs at Entergy Arkansas.

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~~Notes to Financial Statements~~

Based on the FERC’s April 27, 2007 order on rehearing that is discussed above, in the second quarter 2007 Entergy Arkansas recorded accounts payable and Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas recorded accounts receivable to reflect the rough production cost equalization payments and receipts required to implement the FERC’s remedy based on calendar year 2006 production costs. Entergy Arkansas recorded a corresponding regulatory asset for its right to collect the payments from its customers, and Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas recorded corresponding regulatory liabilities for their obligations to pass the receipts on to their customers. The companies have followed this same accounting practice ~~eac h~~each year since then. The regulatory asset and liabilities are shown as “System Agreement cost equalization” on the respective balance sheets.

2007 Rate Filing Based on Calendar Year 2006 Production Costs

Several parties intervened in the 2007 rate proceeding at the FERC, including the APSC, the MPSC, the Council, and the LPSC, which have also filed protests. The PUCT also intervened. Intervenor testimony was filed in which the intervenors and also the FERC Staff advocated a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for nuclear facilities. The effect of the various positions would be to reallocate costs among the Utility operating companies. The Utility operating companies filed rebuttal testimony explaining why the bandwidth payments are properly ~~recoverab le~~recoverable under the AmerenUE contract, and explaining why the positions of FERC Staff and intervenors on the other issues should be rejected. A hearing in this proceeding concluded in July 2008, and the ALJ issued an initial decision in September 2008. The ALJ’s initial decision ~~concludes,~~concluded, among other things, that: (1) the decisions to not exercise Entergy Arkansas’s option to purchase the Independence plant in 1996 and 1997 were prudent; (2) Entergy Arkansas properly flowed a portion of the bandwidth payments through to AmerenUE in accordance with the wholesale power contract; and (3) the level of nuclear depreciation and decommissioning expense reflected in the bandwidth calculation should be calculated based on NRC-authorized license life, rather than the nuclear depreciation and decommissioning expense authorized by the retail regulators for purposes of retail ratemaking. Following briefing by the parties, the matter was submitted to the FERC for decision. On January 11, 2010, the FERC issued its decision both affirming and overturning certain

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Notes to Financial Statements

of the ALJ’s rulings, including overturning the decision on nuclear depreciation and decommissioning expense. The FERC’s conclusion related to the AmerenUE contract does not permit Entergy Arkansas to recover a portion of its bandwidth payment from AmerenUE. The Utility operating companies requested rehearing of that portion of the decision and requested clarification on certain other portions of the decision.

AmerenUE argued that its current wholesale power contract with Entergy Arkansas, pursuant to which Entergy Arkansas sells power to AmerenUE, does not permit Entergy Arkansas to flow through to AmerenUE any portion of Entergy Arkansas’s bandwidth payment. According to AmerenUE, Entergy Arkansas has sought to collect from AmerenUE approximately $14.5 million of the 2007 Entergy Arkansas bandwidth payment. The AmerenUE contract expired in August 2009. In April 2008, AmerenUE filed a complaint with the FERC seeking refunds of this amount, plus interest, in the event the FERC ultimately determines that bandwidth payments are not properly recovered under the AmerenUE contract. In response to the FERC’s decision discussed in the previous paragraph, Entergy Arkansas recorded a regulatory provision in the fourth quarter 2009 for a potential refund to AmerenUE.

2008 Rate Filing Based on Calendar Year 2007 Production Costs

Several parties intervened in the 2008 rate proceeding at the FERC, including the APSC, the LPSC, and AmerenUE, which have also filed protests. Several other parties, including the MPSC and the City Council, have intervened in the proceeding without filing a protest. In direct testimony filed on January 9, 2009, certain intervenors and also the FERC staff advocated a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for the nuclear and fossil-fueled generating facilities. The effect of these various positions would be to reallocate costs among the Utility operating ~~companies .~~companies. In addition, three issues were raised alleging imprudence by the Utility operating companies, including whether the Utility operating companies had properly reflected generating units’ minimum operating levels for purposes of making unit commitment and dispatch decisions, whether Entergy Arkansas’s sales to third parties from its retained share of the Grand Gulf nuclear facility were reasonable, prudent, and non-discriminatory, and whether Entergy Louisiana’s long-term Evangeline gas purchase contract was prudent and reasonable.

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~~Notes to Financial Statements~~

The parties reached a partial settlement agreement of certain of the issues initially raised in this proceeding. The partial settlement agreement was conditioned on the FERC accepting the agreement without modification or condition, which the FERC did on August 24, 2009. A hearing on the remaining issues in the proceeding was completed in June 2009, and in September 2009 the ALJ issued an initial decision. The initial decision affirms Entergy’s position in the filing, except for two issues that may result in a reallocation of costs among the Utility operating companies. ~~Entergy,~~In October 2011 the ~~APSC,~~FERC issued an order on the ~~LPSC, and~~ALJ’s initial decision. The FERC’s order resulted in a minor reallocation of payments/receipts among the ~~MPSC have submitted briefs~~Utility operating companies on ~~exceptions~~one issue in the ~~proceeding, and~~2008 rate filing. Entergy made a compliance filing in December 2011 showing the ~~matter has been submitted~~updated payment/receipt amounts. The LPSC filed a protest in response to the ~~FERC for decision.~~compliance filing.

2009 Rate Filing Based on Calendar Year 2008 Production Costs

Several parties intervened in the 2009 rate proceeding at the FERC, including the LPSC and Ameren, which have also filed protests. In July 2009 the FERC accepted Entergy's proposed rates for filing, effective June 1, 2009, subject to refund, and set the proceeding for hearing and settlement procedures. Settlement procedures were terminated and a hearing before the ALJ was held in April 2010. In August 2010 the ALJ issued an initial decision. The initial decision substantially affirms Entergy's position in the filing, except for one issue that may result in some reallocation of costs among the Utility operating companies. The LPSC, the FERC trial staff, and Entergy have submitted briefs on exceptions in the ~~proceed ing.~~proceeding.

2010 Rate Filing Based on Calendar Year 2009 Production Costs

In May 2010, Entergy filed with the FERC the 2010 rates in accordance with the ~~FERC's~~FERC’s orders in the System Agreement proceeding, and supplemented the filing in September 2010. Several parties intervened in the proceeding at the FERC, including the LPSC and the City Council, which have also filed protests. In July 2010 the FERC accepted ~~Entergy's~~Entergy’s proposed rates for filing, effective June 1, 2010, subject to refund, and set the proceeding for

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Notes to Financial Statements

hearing and settlement procedures. Settlement procedures have been terminated, and the ALJ scheduled hearings to begin in March ~~2011, with an initial decision scheduled for July~~ 2011. Subsequently, in January 2011 the ALJ issued an order directing the parties and FERC ~~staff~~Staff to ~~s how~~show cause why this proceeding should not be stayed pending the issuance of FERC decisions in the prior production cost proceedings currently before the FERC on review. ~~Briefing on~~In March 2011 the ~~issue concluded on February 14, 2011. A hearing on the show cause~~ALJ issued an order ~~is scheduled for March 3, 2011.~~placing this proceeding in abeyance.

Interruptible Load Proceeding

In April 2007 the U.S. Court of Appeals for the D.C. Circuit issued its opinion in the LPSC’s appeal of the FERC’s March 2004 and April 2005 orders related to the treatment under the System Agreement of the Utility operating companies’ interruptible loads. In its opinion, the D.C. Circuit concluded that the FERC (1) acted arbitrarily and capriciously by allowing the Utility operating companies to phase-in the effects of the elimination of the interruptible load over a 12-month period of time; (2) failed to adequately explain why refunds could not be ordered under Section 206(c) of the Federal Power Act; and (3) exercised appropriately its discretion to defer addressing the cost of sulfur dioxide allowances until a later time. The D.C. Circuit remanded the ~~ma tter~~matter to the FERC for a more considered determination on the issue of refunds. The FERC issued its order on remand in September 2007, in which it directed Entergy to make a compliance filing removing all interruptible load from the computation of peak load responsibility commencing April 1, 2004 and to issue any necessary refunds to reflect this change. In addition, the order directed the Utility operating companies to make refunds for the period May 1995 through July 1996. In November 2007 the Utility operating companies filed a refund report describing the refunds to be issued pursuant to the FERC's orders. The LPSC filed a protest to the refund report in December 2007, and the Utility operating companies filed an answer to the protest in January 2008. The refunds were made in October 2008 by the Utility operating companies that owed refunds to the Utility operating companies that were due a refund under the decision. The APSC and the Utility operating companies appealed the FERC decisions to the D.C. Circuit. Because of its refund obligation to its customers as a result of this proceeding and a related LPSC proceeding, Entergy Louisiana recorded provisions during 2008 of approximately $16 million, including interest, for rate refunds. The refunds were made in the fourth quarter 2009.

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~~Notes to Financial Statements~~

Following the filing of petitioners' initial briefs, the FERC filed a motion requesting the D.C. Circuit hold the appeal of the ~~FERC's~~FERC’s decisions ordering refunds in the interruptible load proceeding in abeyance and remand the record to the FERC. The D.C. Circuit granted the ~~FERC's~~FERC’s unopposed motion onin June ~~24, 2009, and directed the FERC to file status reports at 60-day intervals beginning August 24,~~ 2009. ~~The D.C. Circuit also directed the parties to file motions to govern future proceedings in the case within 30 days of the completion of the FERC proceedings.~~ In December 2009 the FERC established a paper hearing to determine whether the FERC had the authority and, if so, whether it would be appropriate to order refunds resulting from changes in the ~~treat ment~~treatment of interruptible load in the allocation of capacity costs by the Utility operating companies. In August 2010 the FERC issued an order stating that it has the authority and refunds are appropriate. The APSC, MPSC, and Entergy ~~have~~ requested rehearing of the ~~FERC's~~FERC’s decision. In June 2011 the FERC issued an order granting rehearing in part and denying rehearing in part, in which the FERC determined to invoke its discretion to deny refunds. The FERC held that in this case where “the Entergy system as a whole collected the proper level of revenue, but, as was later established, incorrectly allocated peak load responsibility among the various Entergy operating companies….the Commission will apply here our usual practice in such cases, invoking our equitable discretion to not order refunds, notwithstanding our authority to do so.” The LPSC has requested rehearing of the FERC’s June 2011 decision. On October 6, 2011 the FERC issued an “Order Establishing Paper Hearing” inviting parties that oppose refunds to file briefs within 30 days addressing the LPSC’s argument that FERC precedent supports refunds under the circumstances present in this proceeding. Parties that favor refunds were then invited to file reply briefs within 21 days of the date that the initial briefs are due. Briefs were submitted and the matter is pending.

In September 2010 the FERC ~~set~~had issued an order setting the refund report filed in the proceeding in November 2007 for hearing and settlement judge ~~procedures the Utility operating companies' calculation of the refunds for the 15-month refund period of~~procedures. In May ~~14, 1995 through August 13, 1996, as contained in the November 2007 refund report. The purpose of the hearing is~~2011, Entergy filed a settlement agreement that resolved all issues relating to ~~determine whether~~ the refund ~~amounts~~report set for ~~such period were calculated in~~hearing. In June 2011 the settlement judge certified the settlement as uncontested and the settlement agreement is currently pending before the FERC. In July 2011, Entergy filed an amended/corrected refund report and a ~~just~~motion to defer action on the settlement agreement until after the FERC rules on the LPSC’s rehearing request regarding the June 2011 decision denying refunds.

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Notes to Financial Statements

Prior to the FERC’s June 2011 order on rehearing, Entergy Arkansas filed ~~a request~~an application in November 2010 with the APSC for recovery of the refund ~~paid~~that it paid. The APSC denied Entergy Arkansas’s application, and also denied Entergy Arkansas’s petition for rehearing. If the FERC were to ~~its customers and~~order Entergy Arkansas to pay refunds on rehearing in the interruptible load proceeding the APSC’s decision would trap FERC-approved costs at Entergy Arkansas with no regulatory-approved mechanism to recover them. In August 2011, Entergy Arkansas filed a complaint in the United States District Court for the Eastern District of Arkansas asking for a declaratory judgment. In the complaint Entergy Arkansas asks the court to declare that the rejection of Entergy Arkansas’s application by the APSC ~~staff has~~is preempted by the Federal Power Act. The APSC filed a motion to dismiss the ~~request.~~complaint. A ~~procedural schedule has not been set~~trial in the ~~proceeding.~~proceeding is scheduled for July 2012.

Entergy Arkansas Opportunity Sales Proceeding

In June 2009, the LPSC filed a complaint requesting that the FERC determine that certain of Entergy Arkansas’s sales of electric energy to third parties: (a) violated the provisions of the System Agreement that allocate the energy generated by Entergy System resources, (b) imprudently denied the Entergy System and its ultimate consumers the benefits of low-cost Entergy System generating capacity, and (c) violated the provision of the System Agreement that prohibits sales to third parties by individual companies absent an offer of a right-of-first-refusal to other Utility operating companies. The LPSC’s complaint challenges sales made beginning in 2002 and requests refunds. On July 20, 2009, the Utility operating companies filed a response to the ~~co mplaint~~complaint requesting that the FERC dismiss the complaint on the merits without hearing because the LPSC has failed to meet its burden of showing any violation of the System Agreement and failed to produce any evidence of imprudent action by the Entergy System. In their response, the Utility operating companies explained that the System Agreement clearly contemplates that the Utility operating companies may make sales to third parties for their own account, subject to the requirement that those sales be included in the load (or load shape) for the applicable Utility operating company. The response further explains that the FERC already has determined that Entergy Arkansas’s short-term wholesale sales did not trigger the “right-of-first-refusal” provision of the System Agreement. While the D.C. Circuit recently determined that the “right-of-first-refusal” issue was not properly before the FERC at the time of its earlier decision on the issue, the ~~LPS C~~LPSC has raised no additional claims or facts that would warrant the FERC reaching a different conclusion. On December 7, 2009, the FERC issued an order setting the matter for hearing and settlement procedures.

The LPSC filed direct testimony in the proceeding alleging, among other things, (1) that Entergy violated the System Agreement by permitting Entergy Arkansas to make non-requirements sales to non-affiliated third parties rather than making such energy available to the other Utility operating companies’ customers; and (2) that over the period 2000 - 2009, these non-requirements sales caused harm to the Utility operating companies’ customers of $144 million and these customers should be compensated for this harm by Entergy. In subsequent testimony, the LPSC modified its original damages claim in favor of quantifying damages by re-running intra-system bills, which has not occurred. The Utility operating companies believe the LPSC's allegations are without ~~m erit.~~merit. A hearing in the matter was held in August 2010.

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~~Notes to Financial Statements~~

In December 2010 the ALJ issued an initial decision. The ALJ found that the System Agreement allowed for Entergy Arkansas to make the sales to third parties but concluded that the sales should be accounted for in the same manner as joint account sales. The ALJ concluded that “shareholders” should make refunds of the damages to the Utility operating companies, along with interest. Entergy Corporation, or an Entergy Corporation subsidiary, is the shareholder of each of the Utility operating companies. Entergy disagrees with several aspects of the ALJ’s initial decision and in January 2011 filed with the FERC exceptions to the decision. ~~;FERC~~FERC consideration of the initial decision is pending. Entergy is unable to estimate the potential damages in this matter because certain aspects of how the refunds would be calculated require clarification by the FERC.

~~LPSC Interruptible Load Proceeding~~ ~~(Entergy Louisiana)~~

As discussed above, the FERC issued orders in September 2005 and 2007 in which it directed Entergy to remove all interruptible load from certain computations of peak load responsibility commencing April 1, 2004 and to issue any necessary refunds to reflect this change. In addition, in September 2008 the FERC directed the Utility operating companies to make refunds for the period May 1995 through July 1996. In October 2009 the LPSC issued an order approving the flow through to retail rates of the LPSC-jurisdictional portion of the payments and credits resulting from the FERC’s orders that had not yet been flowed through to retail rates, which required a net refund to Entergy Louisiana retail customers of $17.6 million, including interest. The refunds were made in the fourth quarter 2009. Of this amount, $5.4 million was refunded subject to adjustment in the event that future action by the FERC or the D.C. Circuit Court of Appeals results in a reversal or change in the amount of the refunds ordered by the FERC in September 2008.

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~~141~~

~~Table~~The Plan Administrator approved a new asset allocation and implementation of ~~Contents~~

an optimization study in 2011 for the pension assets. The optimization study recommended that the target asset allocation adjust dynamically based on the funded status of the plan. The study identifies updated asset allocation targets to maximize return on the assets within a prudent level of risk, as mentioned above, and to maintain a level of volatility that is not expected to have material impact on Entergy’s expected contribution and expense. Entergy ~~Corporation~~has begun to adjust its asset allocation, and ~~Subsidiaries~~

~~Notes to Financial Statements~~those adjustments are reflected in the target and actual asset allocations listed below.

Entergy also completed an optimization study in 2011 for the postretirement assets that identifies new asset allocation targets. Entergy plans to adjust to this asset allocation during 2012, and the target asset allocation will be 39% domestic equity securities, 26% international equity securities and 35% fixed income securities for all trusts, taxable and non-taxable.

In the optimization ~~study,~~studies, the Plan Administrator formulates assumptions 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 following targets and ranges were established ~~in the study~~ to produce an acceptable, economically efficient plan to manage around the ~~targets:~~targets. The target asset allocation range below for pension shows the ranges within which the allocation may adjust based on funded status, with the expectation that the allocation to fixed income securities will increase as the pension funded status increases.

Qualified Pension
Postretirement

Non- Taxable

Taxable
Asset Class Target Range Target Range Target Range
Domestic Equity Securities 45% 35% to 55% 38% 33% to 43% 35% 30% to 40%
International Equity Securities 20% 15% to 25% 17% 12% to 22% 0% 0%
Total Equity
65% 60% to 70% 55% 50% to 60% 35% 30% to 40%
Fixed Income Securities 35% 30% to 40% 45% 40% to 50% 65% 60% to 70%
Other 0% 0% to 10% 0% 0% to 5% 0% 0% to 5%
Entergy’s qualified pension and postretirement weighted-average asset allocations by asset category at December 31, 2011 and 2010 and the target asset allocation and ranges for those time periods are as follows:

Pension Asset Allocation	Target	Range	2011	2010

Domestic Equity Securities	45%	34% to 53%	44%	44%
International Equity Securities	20%	16% to 24%	18%	20%
Fixed Income Securities	35%	31% to 41%	37%	35%
Other	0%	0% to 10%	1%	1%

Postretirement Asset Allocation	Non-Taxable				Taxable
	Target	Range	2011	2010	Target	Range	2011	2010
Domestic Equity Securities	38%	33% to 43%	39%	39%	35%	30% to 40%	35%	39%
International Equity Securities	17%	12% to 22%	15%	18%	0%	0%	0%	0%
Fixed Income Securities	45%	40% to 50%	46%	43%	65%	60% to 70%	64%	60%
Other	0%	0% to 5%	0%	0%	0%	0% to 5%	1%	1%

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In determining its expected long term rate of return on plan assets used in the calculation of benefit plan costs, Entergy reviews past performance, current and expected future asset allocations, and capital market assumptions of its investment consultant and investment managers.

The expected long term rate of return ~~of 8.5% for 2010 (8.5% for 2009)~~ for the qualified pension plans’ assets is based on the geometric average of the historical annual performance of a representative portfolio weighted by the target asset allocation defined in the table above. The time period reflected is a long dated period spanning several decades.

The expected long term rate of return ~~of 7.75% for 2010 (7.75% for 2009)~~ for the non-taxable postretirement trust assets is determined using the same methodology described above for pension assets, but the asset allocation specific to the non-taxable postretirement assets is used.

For the taxable postretirement trust assets, the investment allocation includes a high percentage of tax-exempt fixed income securities. This asset allocation in combination with the same methodology employed to determine the expected return for other trust assets (as described above), with a modification to reflect applicable taxes, ~~produces an~~is used to produce the expected ~~long term~~long-term rate of return ~~of 5.5%~~ for ~~2010 (5.5% for 2009) for the~~ taxable postretirement trust assets.

Entergy currently expects long term rates of return higher than last year’s expectation for both the non-taxable and taxable postretirement trusts because of the planned increases to their equity allocations in 2012.

Concentrations of Credit Risk

Entergy’s investment guidelines mandate the avoidance of risk concentrations. Types of concentrations specified to be avoided include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, geographic area and individual security issuance. As of December 31, ~~2010~~2011 all investment managers and assets were materially in compliance with the approved investment guidelines, therefore there were no significant concentrations (defined as greater than 10 percent of plan assets) of risk in Entergy’s pension and other postretirement benefit plan assets.

Fair Value Measurements

~~For fiscal years ending after December 31, 2009,~~Accounting standards provide the framework for measuring fair value. That framework provides a fair value ~~measurements~~hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and ~~disclosures for plan assets are required.~~the lowest priority to unobservable inputs (level 3 measurements).

~~Fair value~~The three levels of ~~a financial instrument is~~ the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Interest bearing cash, treasury notes and bonds, and common stocks are stated at fair value ~~determined by quoted market prices. Fixed income securities (corporate, government, and securitized),~~hierarchy are ~~stated at fair value as determined by broker~~

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quotes. Common collective investment trust funds and registered investment company trust funds are stated at estimated fair value based on the fair market value of the underlying investments. The unallocated insurance contract investments are recorded at contract value, which approximates fair value. The contract value represents contributions made under the contract, plus interest, less funds used to pay benefits and contract expenses, and less distributions to the master trust. The other remaining assets are U.S. municipal and foreign government bonds stated at fair value as determined by broker quotes.

~~The classification levels for fair value are as follows:~~described below:

Level 1 - Level 1 inputs are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Level 2 inputs are inputs other than quoted prices included in Level 1 that are, either directly or indirectly, observable for the asset or liability at the measurement date. Assets are valued based on prices derived by an independent party that uses inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Prices are reviewed and can be challenged with the independent parties and/or overridden if it is believed such would be more reflective of fair value. Level 2 inputs include the following:

- quoted prices for similar assets or liabilities in active markets;

- quoted prices for identical assets or liabilities in inactive markets;

- inputs other than quoted prices that are observable for the asset or liability; or

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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If an asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

·	Level 3 - Level 3 refers to securities valued based on significant unobservable inputs.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth by level within the fair value hierarchy a summary of the investments held for the qualified pension and other postretirement plans measured at fair value on a recurring basis at December 31, ~~2010~~2011 and December 31, ~~2009.~~2010.

Qualified Pension Trust

2011	Level 1		Level 2		Level 3	Total
	(In Thousands)
Equity securities:
Corporate stocks:
Preferred	$3,738	(b)	$8,014	(a)	$-	$11,752
Common	1,010,491	(b)	-		-	1,010,491
Common collective trusts	-		1,074,178	(c)	-	1,074,178
Fixed income securities:
U.S. Government securities	142,509	(b)	157,737	(a)	-	300,246
Corporate debt instruments:	-		380,558	(a)	-	380,558
Registered investment companies	53,323	(d)	444,275	(e)	-	497,598
Other	-		101,674	(f)	-	101,674
Other:
Insurance company general account (unallocated contracts)	-		34,696	(g)	-	34,696
Total investments	$1,210,061		$2,201,132		$-	$3,411,193

Cash						75
Other pending transactions						(9,238)
Less: Other postretirement assets included in total investments						(2,114)
Total fair value of qualified pension assets						$3,399,916

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Notes to Financial Statements

~~Qualified Pension Trust~~

2010 Level 1 Level 2 Level 3 Total
(In Thousands)
Equity securities:
Corporate stocks:
Preferred $- $8,354 $- $8,354
Common 1,375,531 - - 1,375,531
Common collective trusts (a) - 657,075 - 657,075
Fixed income securities:
Interest-bearing cash 103,731 - - 103,731
U.S. Government securities 75,124 187,957 - 263,081
Corporate debt instruments:
Preferred - 88,709 - 88,709
All others - 210,051 - 210,051
Registered investment
companies (c)

-

385,020

-

385,020
Other:
International securities - 101,257 - 101,257
State and local obligations - 7,048 - 7,048
Other:
Insurance company general
account (unallocated
contracts)

-

33,439

-

33,439
Total investments $1,554,386 $1,678,910 $- $3,233,296

Cash 321
Other pending transactions (14,954)
Less: Other postretirement
assets included in total
investments

(2,395)
Total fair value of qualified
pension assets

$3,216,268

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~~Notes to Financial Statements~~

2009	Level 1	Level 2	Level 3	Total
2010					Level 1		Level 2		Level 3	Total
	(In Thousands)				(In Thousands)
Equity securities:
Corporate stocks:
Preferred	$-	$5,318	$-	$5,318	$-		$8,354	(a)	$-	$8,354
Common	1,336,454	-	-	1,336,454	1,375,531	(b)	-		-	1,375,531
Common collective trusts ~~(b)~~	-	431,703	-	431,703	-		657,075	(c)	-	657,075
Fixed income securities:
Interest-bearing cash					103,731	(d)	-		-	103,731
U.S. Government securities	60,048	100,025	-	160,073	75,124	(b)	187,957	(a)	-	263,081
Corporate debt instruments:					-		298,760	(a)	-	298,760
Preferred	-	164,448	-	164,448
All others	-	202,377	-	202,377
Registered investment companies (c)	-	264,643	-	264,643
Registered investment companies					-		385,020	(e)	-	385,020
Other	-	6,084		6,084			108,305	(f)		108,305
Other:
Insurance company general account (unallocated contracts)	-	32,422	-	32,422	-		33,439	(g)	-	33,439
Total investments	$1,396,502	$1,207,020	$-	$2,603,522	$1,554,386		$1,678,910		$-	$3,233,296

Cash				1,382						321
Interest receivable				6,422
Other pending transactions				(1,716)						(14,954)
Less: Other postretirement assets included in total investments				(2,336)						(2,395)
Total fair value of qualified pension assets				$2,607,274						$3,216,268

~~(a)~~	In 2010, there were two common collective trusts holding investments in accordance with stated objectives. The investment strategy of the both trusts was to capture the growth potential of equity markets by replicating the performance of a specified index. Net asset value per share of the common collective trusts estimated fair value.
~~(b)~~	In 2009, there were two common collective trusts holding investments in accordance with stated objectives. The investment strategy of the first trust was to capture the growth potential of equity markets by replicating the performance of a specified index. Fair value for this trust was estimated at net asset value per share. The other common collective trust was invested in short-term fixed income securities and other securities with debt-like characteristics and a high degree of liquidity. This common collective trust fund used the amortization cost method of valuation pursuant to Rule 2a7 of the Investment Company Act of 1940, which allowed it to maintain a stable net asset value of $1.00 per share.
~~(c)~~	~~In 2009 and 2010, the registered investment companies held investments in domestic and international bond markets and estimated fair value using net asset value per share.~~

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~~Notes to Financial Statements~~

Other Postretirement Trusts

2010	Level 1	Level 2	Level 3	Total
2011					Level 1		Level 2		Level 3	Total
	(In Thousands)				(In Thousands)
Equity securities:
Common collective trust ~~(a)~~	$-	$211,835	$-	$211,835	$-		$208,812	(c)	$-	$208,812
Fixed income securities:
Interest-bearing cash	4,014	-	-	4,014
U.S. Government securities	37,823	52,326	-	90,149	42,577	(b)	57,151	(a)	-	99,728
Corporate debt instruments	-	37,128	-	37,128	-		42,807	(a)	-	42,807
Other:
International securities	-	1,756	-	1,756
State and local obligations	-	56,960	-	56,960
Registered investment companies					4,659	(d)	-		-	4,659
Other					-		69,287	(f)	-	69,287
Total investments	$41,837	$360,005	$-	$401,842	$47,236		$378,057		$-	$425,293

Other pending transactions				193						(235)
Plus: Other postretirement assets included in the investments of the qualified pension trust				2,395						2,114
Total fair value of other postretirement assets				$404,430						$427,172

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Notes to Financial Statements

2009	Level 1	Level 2	Level 3	Total
2010					Level 1		Level 2		Level 3	Total
	(In Thousands)				(In Thousands)
Equity securities:
Corporate common stocks	$50,698	$-	$-	$50,698
Common collective trust (b)	-	140,096	-	140,096
Common collective trust					$-		$211,835	(c)	$-	$211,835
Fixed income securities:
Interest-bearing cash	6,115	-	-	6,115	4,014	(d)	-		-	4,014
U.S. Government securities	25,487	50,714	-	76,201	37,823	(b)	52,326	(a)	-	90,149
Other:
Corporate debt instruments	-	35,099	-	35,099	-		37,128	(a)	-	37,128
State and local obligations	-	53,443	-	53,443
Other					-		58,716	(f)	-	58,716
Total investments	$82,300	$279,352	$-	$361,652	$41,837		$360,005		$-	$401,842

Interest receivable				1,567
Other pending transactions				(3,156)						193
Plus: Other postretirement assets included in the investments of the qualified pension trust				2,336						2,395
Total fair value of other postretirement assets				$362,399						$404,430

(a)	~~In 2010, there were two~~Certain preferred stocks and fixed income debt securities (corporate, government, and securitized) are stated at fair value as determined by broker quotes.
(b)	Common stocks, treasury notes and bonds, and certain preferred stocks and fixed income debt securities are stated at fair value determined by quoted market prices.
(c)	The common collective trusts ~~holding~~hold investments in accordance with stated objectives. The investment strategy of the ~~both~~ trusts ~~was~~is to capture the growth potential of equity markets by replicating the performance of a specified index. Net asset value per share of the common collective trusts ~~estimated~~estimate fair value.
~~(b)~~(d)	~~In 2009, there was~~The registered investment company is a money market mutual fund with a stable net asset value of one ~~common collective trust holding~~dollar per share.
(e)	The registered investment company holds investments in ~~accordance with stated objectives. The investment strategy of this trust was to capture the growth potential of equity~~domestic and international bond markets ~~by replicating the performance of a specified index. Net~~and estimates fair value using net asset value per ~~share of~~share.
(f)	The other remaining assets are U.S. municipal and foreign government bonds stated at fair value as determined by broker quotes
(g)	The unallocated insurance contract investments are recorded at contract value, which approximates fair value. The contract value represents contributions made under the ~~common collective trusts estimated fair value.~~contract, plus interest, less funds used to pay benefits and contract expenses, and less distributions to the master trust.

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~~Notes to Financial Statements~~

Accumulated Pension Benefit Obligation

The accumulated benefit obligation for Entergy’s qualified pension plans was ~~$3.8~~$4.6 billion and ~~$3.4~~$3.8 billion at December 31, ~~2010~~2011 and ~~2009,~~2010, respectively.

The qualified pension accumulated benefit obligation for each of the Registrant Subsidiaries as of December 31, ~~2010~~2011 and ~~2009~~2010 was as follows:

December 31,
2010 2009
(In Thousands)

Entergy Arkansas $864,476 $753,029
Entergy Gulf States Louisiana $388,292 $369,092
Entergy Louisiana $537,329 $435,725
Entergy Mississippi $261,248 $235,988
Entergy New Orleans $115,223 $91,345
Entergy Texas $268,350 $248,919
System Energy $185,904 $132,072

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Notes to Financial Statements

	December 31,
	2011	2010
	(In Thousands)

Entergy Arkansas	$1,013,605	$864,476
Entergy Gulf States Louisiana	$459,037	$388,292
Entergy Louisiana	$632,759	$537,329
Entergy Mississippi	$296,259	$261,248
Entergy New Orleans	$136,390	$115,223
Entergy Texas	$308,628	$268,350
System Energy	$227,617	$185,904

Estimated Future Benefit Payments

Based upon the assumptions used to measure Entergy’s qualified pension and other postretirement benefit ~~obligation~~obligations at December 31, ~~2010,~~2011, and including pension and other postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for Entergy Corporation and its subsidiaries will be as follows:

	Estimated Future Benefits Payments				Estimated Future Benefits Payments
	Qualified Pension	Non-Qualified Pension	Other Postretirement (before Medicare Subsidy)	Estimated Future Medicare Subsidy Receipts	Qualified Pension	Non-Qualified Pension	Other Postretirement (before Medicare Subsidy)	Estimated Future Medicare Subsidy Receipts
	(In Thousands)				(In Thousands)
Year(s)
2011	$163,212	$9,637	$68,816	$5,991
2012	$172,221	$8,716	$73,119	$6,829	$178,030	$11,199	$72,685	$5,678
2013	$183,364	$16,334	$77,715	$7,736	$189,881	$18,159	$76,731	$6,374
2014	$196,083	$13,451	$82,540	$8,694	$204,573	$14,942	$81,001	$7,137
2015	$210,586	$13,549	$87,629	$9,691	$220,295	$15,502	$85,780	$7,935
2016 - 2020	$1,342,629	$77,109	$523,912	$65,454
2016					$238,242	$22,492	$90,143	$8,828
2017 - 2021					$1,524,241	$72,724	$523,040	$59,306

Based upon the same assumptions, Entergy expects that benefits to be paid and the Medicare Part D subsidies to be received over the next ten years for the Registrant Subsidiaries will be as follows:

Estimated Future Qualified Pension Benefits Payments	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)							(In Thousands)

Year(s)
2011	$45,301	$16,841	$27,893	$13,887	$5,173	$14,716	$6,286
2012	$46,159	$17,650	$28,328	$14,571	$5,405	$15,331	$6,550	$49,373	$17,845	$29,047	$14,367	$5,569	$15,596	$7,280
2013	$47,438	$18,446	$29,303	$15,385	$5,714	$16,025	$7,072	$50,592	$18,860	$30,151	$15,145	$5,879	$16,313	$7,760
2014	$49,095	$19,466	$30,379	$16,276	$5,990	$16,596	$7,612	$52,263	$20,136	$31,471	$16,160	$6,208	$17,007	$8,439
2015	$51,205	$20,802	$31,572	$17,151	$6,408	$17,204	$8,198	$54,616	$21,662	$32,890	$17,120	$6,648	$17,818	$9,096
2016 - 2020	$304,194	$130,699	$183,268	$99,288	$39,730	$98,798	$57,340
2016								$57,215	$23,372	$34,430	$18,093	$7,141	$18,702	$9,949
2017 - 2021								$338,476	$148,495	$203,838	$105,637	$45,010	$108,504	$67,858

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Notes to Financial Statements

Estimated Future
Non-Qualified
Pension
Benefits
Payments

Entergy
Arkansas

Entergy
Gulf States
Louisiana

Entergy
Louisiana

Entergy
Mississippi

Entergy
New Orleans

Entergy
Texas

(In Thousands)
Year(s)
2011 $207 $256 $18 $107 $25 $1,354
2012 $210 $252 $17 $103 $24 $1,040
2013 $202 $245 $16 $109 $23 $1,023
2014 $290 $255 $14 $100 $23 $1,798
2015 $272 $237 $13 $95 $22 $812
2016 - 2020 $1,239 $1,101 $49 $511 $114 $3,865

Estimated Future
Other
Postretirement
Benefits
Payments (before
Medicare Part D
Subsidy)

Entergy
Arkansas

Entergy
Gulf States
Louisiana

Entergy
Louisiana

Entergy
Mississippi

Entergy
New Orleans

Entergy
Texas

System
Energy
(In Thousands)
Year(s)
2011 $15,474 $7,833 $9,472 $4,561 $4,723 $6,729 $2,162
2012 $16,142 $8,306 $9,851 $4,838 $4,815 $7,035 $2,326
2013 $16,793 $8,817 $10,301 $5,181 $4,887 $7,284 $2,484
2014 $17,439 $9,336 $10,784 $5,524 $4,979 $7,533 $2,645
2015 $18,112 $9,897 $11,272 $5,909 $5,100 $7,842 $2,819
2016 - 2020 $101,558 $58,347 $64,154 $34,332 $26,728 $44,412 $17,200

Estimated Future Medicare Part D Subsidy	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
Estimated Future Non-Qualified Pension Benefits Payments								Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas
	(In Thousands)							(In Thousands)
Year(s)
2011	$1,460	$674	$858	$554	$526	$679	$110
2012	$1,639	$761	$965	$612	$563	$749	$138	$272	$260	$18	$114	$25	$1,029
2013	$1,833	$848	$1,070	$676	$599	$825	$172	$237	$252	$17	$172	$24	$1,004
2014	$2,036	$938	$1,178	$742	$624	$900	$211	$405	$260	$15	$137	$23	$2,063
2015	$2,241	$1,029	$1,286	$802	$645	$968	$252	$378	$241	$14	$132	$22	$757
2016 - 2020	$14,486	$6,722	$8,135	$5,022	$3,441	$5,675	$2,057
2016								$334	$234	$13	$125	$22	$796
2017 - 2021								$1,993	$1,078	$44	$767	$158	$3,267

Estimated Future Other Postretirement Benefits Payments (before Medicare Part D Subsidy)	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)
Year(s)
2012	$15,836	$8,288	$9,953	$4,708	$4,885	$7,060	$2,390
2013	$16,388	$8,871	$10,289	$4,953	$4,944	$7,311	$2,478
2014	$16,850	$9,360	$10,747	$5,261	$5,025	$7,602	$2,627
2015	$17,536	$10,023	$11,173	$5,590	$5,116	$7,932	$2,813
2016	$18,096	$10,572	$11,628	$5,875	$5,181	$8,282	$2,934
2017 - 2021	$98,651	$61,346	$64,660	$33,394	$26,449	$46,702	$17,398

Estimated Future Medicare Part D Subsidy	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)
Year(s)
2012	$1,374	$637	$810	$509	$472	$624	$108
2013	$1,516	$700	$895	$558	$498	$684	$141
2014	$1,686	$778	$975	$608	$519	$741	$172
2015	$1,841	$847	$1,066	$655	$535	$796	$205
2016	$2,017	$930	$1,155	$710	$552	$848	$246
2017 - 2021	$13,058	$6,049	$7,304	$4,428	$2,955	$4,970	$1,927

Contributions

Entergy currently expects to contribute approximately ~~$368.8~~$163 million to its qualified pension plans and approximately ~~$78~~$80.4 million to other postretirement plans in ~~2011.~~2012. The expected ~~2011~~2012 pension and other postretirement plan contributions of the Registrant Subsidiaries are shown below. The required pension contributions will not be known with more certainty until the January 1, ~~2011~~2012 valuations are completed by April 1, ~~2011.~~2012, however Entergy’s preliminary estimates of 2012 funding requirements indicate that the contributions will not exceed historical levels of pension contributions.

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Notes to Financial Statements

The Registrant Subsidiaries expect to contribute approximately the following to the qualified pension and other postretirement plans in ~~2011:~~2012:

	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)							(In Thousands)

Pension Contributions	$107,114	$24,626	$52,959	$26,388	$10,631	$15,866	$24,988	$31,855	$10,765	$23,774	$8,400	$4,817	$7,653	$8,855
Other Postretirement Contributions	$26,313	$7,833	$9,472	$5,027	$5,205	$5,153	$3,489	$26,675	$8,288	$9,953	$5,469	$3,669	$5,153	$4,090

Actuarial Assumptions

The significant actuarial assumptions used in determining the pension PBO and the other postretirement benefit APBO as of December 31, ~~2010,~~2011, and ~~2009~~2010 were as follows:

	2010	2009	2011	2010

Weighted-average discount rate:
Qualified pension	5.60% - 5.70%	6.10% - 6.30%	5.10% - 5.20%	5.60% - 5.70%
Other postretirement	5.50%	6.10%	5.10%	5.50%
Non-qualified pension	4.90%	5.40%	4.40%	4.90%
Weighted-average rate of increase in future compensation levels	4.23%	4.23%	4.23%	4.23%

The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2011, 2010, ~~2009,~~ and ~~2008~~2009 were as follows:

	2010	2009	2008	2011	2010	2009

Weighted-average discount rate:
Qualified pension	6.10% - 6.30%	6.75%	6.50%	5.60% - 5.70%	6.10% - 6.30%	6.75%
Other postretirement	6.10%	6.70%	6.50%	5.50%	6.10%	6.70%
Non-qualified pension	5.40%	6.75%	6.50%	4.90%	5.40%	6.75%
Weighted-average rate of increase in future compensation levels	4.23%	4.23%	4.23%	4.23%	4.23%	4.23%
Expected long-term rate of return on plan assets:
Pension assets	8.50%	8.50%	8.50%	8.50%	8.50%	8.50%
Other postretirement non-taxable assets	7.75%	8.50%	8.50%	7.75%	7.75%	8.50%
Other postretirement taxable assets	5.50%	6.00%	5.50%	5.50%	5.50%	6.00%

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Fuel Supply

The sources of generation and average fuel cost per kWh for the Utility operating companies and System Energy for the years 2009-2011 were:

	Natural Gas		Nuclear		Coal		Purchased Power
Year	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh

2011	25	4.85	34	.81	13	2.31	28	4.59
2010	22	5.39	36	.78	13	2.00	29	5.28
2009	19	5.64	34	.66	12	2.04	35	5.29

Actual 2011 and projected 2012 sources of generation for the Utility operating companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, including the Unit Power Sales Agreement, are:

	Natural Gas		Nuclear		Coal		Purchased Power
	2011	2012	2011	2012	2011	2012	2011	2012

Entergy Arkansas (a)	3%	11%	57%	52%	24%	23%	16%	14%
Entergy Gulf States Louisiana	29%	31%	27%	19%	10%	11%	34%	39%
Entergy Louisiana	29%	27%	36%	40%	2%	2%	33%	31%
Entergy Mississippi	39%	40%	23%	23%	19%	20%	19%	17%
Entergy New Orleans	37%	34%	45%	45%	9%	9%	9%	12%
Entergy Texas	37%	19%	12%	16%	9%	11%	42%	54%
System Energy (b)	-	-	100%	100%	-	-	-	-
Utility (a)	25%	23%	34%	34%	13%	13%	28%	30%

(a)

Hydroelectric power provided less than 1% of Entergy Arkansas’s generation in ~~2010~~2011 and is expected to provide ~~approximately~~less than 1% of its generation in ~~2011.~~2012.

(b)

Capacity and energy from System Energy’s interest in Grand Gulf is allocated as follows under the Unit Power Sales Agreement: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%. Pursuant to purchased power agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

Some of the Utility’s gas-fired plants are capable of also using fuel oil, if necessary. Although based on current economics the Utility does not expect fuel oil use in ~~2011,~~2012, it is possible that various operational events including weather or pipeline maintenance may require the use of fuel oil.

Natural Gas

The Utility operating companies have long-term firm and short-term interruptible gas contracts for both supply and transportation. Long-term firm contracts for power plants comprise less than 25% of the Utility operating companies' total requirements. Short-term contracts and spot-market purchases satisfy additional gas requirements. Entergy Texas owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

Entergy Louisiana has a long-term natural gas supply contract, which expires ~~in 2012,~~January 1, 2013, in which Entergy Louisiana agreed to purchase natural gas in annual amounts equal to approximately one-third of its projected annual fuel requirements for certain generating units. Annual demand charges associated with this contract are estimated to be $6.6 million. Entergy Louisiana conducted an RFP to obtain a replacement supplier for this contract and is in negotiations with the prevailing bidder.

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Many factors, including wellhead deliverability, storage and pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants. Demand is tied to weather conditions as well as to the prices and availability of other energy sources. Pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage. To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the Utility operating companies will use alternate fuels, such as oil, or rely to a larger extent on coal, nuclear generation, and purchased power.

Coal

Entergy Arkansas has a long-term contract for low-sulfur Powder River Basin (PRB) coal which expires in 2011 and is expected to provide for approximately 30% of the total expected coal requirements for 2011. Entergy Arkansas has committed to four ~~medium-term (one-~~one- to ~~three-year)~~three-year contracts that will supply approximately ~~62%~~90% of the total coal supply needs in ~~2011.~~2012. These contracts are staggered in term so that not all contracts have to be renewed the same year. The remaining 8%10% of total coal requirements will be satisfied by ~~spot market or over-the-counter purchases.~~contracts with a term of less than one year. Based on greater ~~PRB~~Powder River Basin (PRB) coal deliveries and the high cost of foreign coal, no alternative coal consumption is expected at Entergy Arkansas during ~~2011.~~2012. Entergy Arkansas has an existing long-term railroad transportation contract that will provide ~~all~~up to approximately 85% of Entergy Arkansas’s coal transportation requirements for 2012. An RFP for Entergy Arkansas’ open rail transportation position was issued in 2011 and ~~will provide most of the transportation requirements for several years beyond 2011.~~a definitive agreement is expected by mid-2012.

Entergy Gulf States Louisiana has executed three ~~medium-term~~one- to three-year contracts ~~for the supply of low-sulfur PRB coal for Nelson Unit 6~~ that will supply approximately 90% of Nelson Unit 6 coal needs in ~~2011.~~2012. Additional PRB coal will be purchased through ~~spot market or over-the-counter purchases provided that adequate transportation is available from BNSF Railway Company.~~contracts with a term of less than one year to provide the remaining supply needs. For the same reasons as for Entergy Arkansas’s plants, no alternative coal consumption is expected at Nelson Unit 6 during ~~2011.~~2012. Coal will be transported to Nelson via ~~an existing~~a new transportation agreement beginning January 1, 2012 that will provide approximately 90% to 100% of rail transportation ~~agreement with BNSF Railway Company during 2011.~~requirements for 2012.

For the year ~~2010,~~2011, coal transportation delivery to ~~all Utility operating company~~Entergy Arkansas operated coal-fired units met coal demand at the ~~plants. It~~plants and it is expected that ~~improved~~ delivery times experienced in ~~2009~~2010 and ~~2010~~2011 will continue through ~~2011.~~2012. In the fourth quarter 2011, Entergy Gulf States Louisiana experienced significant delivery shortfalls as the result of flood-related disruptions on the BNSF Railway. Inventory levels recovered by year end and improved transportation times are expected under the new transportation agreement beginning in 2012. Both Entergy Arkansas and Entergy Gulf States Louisiana control a sufficient number of railcars to satisfy the rail transportation requirement.

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The operator of Big Cajun 2 - Unit 3, Louisiana Generating, LLC, has advised Entergy Gulf States Louisiana and Entergy Texas that it has adequate rail car and barge capacity to meet the volumes of low-sulfur PRB coal requested for ~~2011.~~2012. Entergy Gulf States Louisiana’s and Entergy Texas’s coal nomination requests to Big Cajun 2 - Unit 3 are made on an annual basis.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

·	mining and milling of uranium ore to produce a concentrate;

·	conversion of the concentrate to uranium hexafluoride gas;

·	enrichment of the uranium hexafluoride gas;

·	fabrication of nuclear fuel assemblies for use in fueling nuclear reactors; and

·	disposal of spent fuel.

~~System Fuels, a company owned by Entergy~~The Registrant Subsidiaries that own nuclear plants (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy ~~Mississippi,~~Louisiana, and ~~Entergy New Orleans, is~~System Energy), are responsible through a shared regulated uranium pool for contracts to acquire nuclear material to be used in fueling ~~Entergy’s~~Entergy's Utility nuclear ~~units, except~~units. These companies own the materials and services in this shared regulated uranium pool on a pro rata fractional basis determined by the nuclear generation capability of each company. Any liabilities for ~~River Bend. System Fuels also~~obligations of the pooled contracts are on a several but not joint basis. The shared regulated uranium pool maintains inventories of ~~such~~nuclear materials during the various stages of ~~processing. The~~

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processing. The Registrant Subsidiaries purchase enriched uranium hexafluoride for their nuclear plant reload requirements at the average inventory cost from ~~System Fuels, but contract~~the shared regulated uranium pool. Entergy Operations Inc. contracts separately for the fabrication of ~~their own~~ nuclear ~~fuel. The requirements for River Bend are met pursuant to contracts made by Entergy Gulf States Louisiana.~~fuel as agent on behalf of each of the Registrant Subsidiaries that owns a nuclear plant. All contracts for the disposal of spent nuclear fuel are between the Department of Energy (DOE) ~~a nd each~~and the owner of ~~the~~a nuclear power ~~plants.~~plant.

Based upon currently planned fuel cycles, the nuclear units in both the Utility and Entergy Wholesale Commodities segments have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable or fixed prices through most of ~~2011, and with substantial additional amounts after that time.~~2012. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the ~~creditworthiness and~~ performance reliability of uranium ~~miners, as well as upon the structure of Entergy’s contracts for the purchase of nuclear fuel.~~miners. There are a number of possible alternate suppliers that may be accessed to mitigate ~~u nexpected supply disruption events,~~any supplier performance failure, including potentially drawing upon Entergy’s inventory intended for later generation periods depending upon its risk management strategy at that time, although the pricing of any ~~such~~ alternate uranium supply from the market will be dependent upon the market for uranium supply at that time. In addition, some nuclear fuel contracts are on a non-fixed price basis subject to prevailing prices at the time of delivery.

The effects of market price changes may be reduced and deferred by risk management strategies, such as negotiation of floor and ceiling amounts for long-term contracts, buying for inventory or entering into forward physical contracts at fixed prices when Entergy believes it is appropriate and useful. Entergy buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the ~~United States.~~U.S.

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services. The lessors, which are consolidated in the financial statements of Entergy and the applicable Registrant Subsidiary, finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes. These arrangements are subject to periodic renewal.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas. Its system is interconnected with three interstate and three intrastate pipelines. Entergy New Orleans has a "no-notice" service gas purchase contract with Atmos Energy which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts. The Atmos Energy gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co. This service is subject to FERC-approved rates. Entergy New Orleans also makes interruptible spot market purchases. In recent years, natural gas deliveries to Entergy New Orleans have been subject primarily to weather-related ~~curta ilments.~~curtailments.

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As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy New Orleans's suppliers failed to perform their obligations to deliver gas under their supply agreements. Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints.

Entergy Gulf States Louisiana purchases natural gas for resale under a firm contract from Enbridge Marketing (U.S.) Inc. The gas is delivered through a combination of intrastate and interstate pipelines.

Federal Regulation of the Utility

State or local regulatory authorities, as described above, regulate the retail rates of the Utility operating companies. The FERC regulates wholesale rates (including intrasystem sales pursuant to the System Agreement) and interstate transmission of electricity, as well as rates for System Energy’s sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement.

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

The Utility operating companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the Utility operating companies. The System Agreement provides, among other things, that parties having generating reserves greater than their allocated share of reserves (long companies) shall receive payments from those parties having generating reserves that are less than their allocated share of reserves (short companies). Such payments are at amounts sufficient to cover certain of ~~t he~~the long companies’ costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred equity, and a fair rate of return on common equity investment. Under the System Agreement, the rates used to compensate long companies are based on costs associated with the long companies’ steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh. In addition, for all energy exchanged among the Utility operating companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

Citing its concerns that the benefits of its continued participation in the current form of the System Agreement have been seriously eroded, in December 2005, Entergy Arkansas submitted its notice that it will terminate its participation in the current System Agreement effective ninety-six (96) months from the date of the notice or such earlier date as authorized by the FERC. ~~Entergy Arkansas indicated, however, that a properly structured replacement agreement could be a viable alternative.~~ In November 2007, pursuant to the provisions of the System Agreement, Entergy Mississippi provided its written notice to terminate its participation in the System Agreement effective ninety-six (96) months from the date of the notice or such earlier date as authorized by the ~~FERC .~~FERC. In light of the notices of Entergy Arkansas and Entergy Mississippi to terminate participation in the current System Agreement, in January 2008 the LPSC unanimously voted to direct the LPSC Staff to begin evaluating the potential for a new agreement. Likewise, the New Orleans City Council opened a docket to gather information on progress towards a successor agreement.

In November 2009 the FERC accepted the notices of cancellation and determined that Entergy Arkansas and Entergy Mississippi are permitted to withdraw from the System Agreement following the 96 month notice period without payment of a fee or being required to otherwise compensate the remaining Utility operating companies as a result of withdrawal. The FERC stated it expected Entergy and all interested parties to move forward and develop details of all needed successor arrangements and encouraged Entergy to file its Section 205 filing for post 2013 arrangements as soon as possible. In February 2011 the FERC denied the LPSC’s and the City Council’s rehearing requests. The LPSC has appealed the FERC’s decision to the U.S. Court of Appeals ~~fo r~~for the District of ~~Columbia.~~Columbia, and oral argument was held in the case in January 2012.

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See “System Agreement” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for discussion of the proceedings at the FERC involving the System Agreement and other related proceedings.

Transmission

See the “Plan to Spin Off the Utility’s Transmission Business” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

See “Independent Coordinator of Transmission” in the “Rate, Cost-recovery, and Other Regulation” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below). In December 1995, System Energy commenced a rate proceeding at the FERC. In July 2001, the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity. The

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FERC’s decision also affected other aspects of System Energy’s charges to the Utility operating companies that it supplies with power. In 1998, the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations. ~~E ntergy~~Entergy Arkansas’s and Entergy Mississippi’s acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by the FERC.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy’s ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%). Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy ~~delivered, so long as Grand Gulf remains in commercial operation.~~delivered. Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenue. The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments. ~~&# 160;~~Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf. Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf-related costs and recovers the remaining 78% of its share in rates. In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas’s cost from its retained share. Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans that sell a portion of the output of Entergy Arkansas’s retained share of Grand Gulf to those companies. In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana’s share of capacity and energy from Grand Gulf, subject to certain terms and conditions. Entergy Louisiana retains and does not recover from retail ratepayers 18% of its 14% share of the costs of Grand Gulf capacity and energy and recovers the remaining 82% of its share in rates. Entergy Louisiana is allowed to recover through the fuel adjustment clause at 4.6 cents per kWh for the energy related to its retained portion of these costs. Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC’s approval.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provides that System Energy make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy’s share of Grand Gulf.

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Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy’s total operating expenses for Grand Gulf (including depreciation at a specified ~~rate)~~rate and expenses incurred in a permanent shutdown of Grand Gulf) and interest charges. The September 1989 write-off of System Energy’s investment in Grand Gulf 2, amounting to approximately $900 million, is being amortized for Availability Agreement purposes over 27 years.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

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System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its first mortgage bonds and reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 10 to the financial statements under “Sale and Leaseback Transactions - Grand Gulf Lease Obligations.” In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if the FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals. Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to the FERC for approval with respect to the terms of such sale. No such filing with the FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement. If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to the FERC ~~f or~~for approval.

Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement. Therefore, 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 because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

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Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy’s equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such supplements as security for its first mortgage bonds and for reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 10 to the financial statements under “Sale and Leaseback Transactions - Grand Gulf Lease Obligations.” Each such supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy’s rights under

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the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy’s indebtedness then outstanding who have received the assignments of the Capital Funds Agreement.

Service Companies

Entergy Services, a corporation wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the Utility operating companies. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy, respectively. Entergy Services and Entergy Operations provide their services to the Utility operating companies and System Energy on an “at cost” basis, pursuant to cost allocation methodologies for these service agreements that were approved by the FERC.

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. Management believes that the jurisdictional separation ~~will~~ better ~~align~~aligns Entergy Gulf States, Inc.’s Louisiana and Texas operations to serve customers in those states and to operate consistent with state-specific regulatory requirements as the utility regulatory environments in those jurisdictions evolve. The jurisdictional separation provides for regulation of each separated company by a single retail regulator, which should reduce regulatory complexity.

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.

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Entergy Gulf States Louisiana remained 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 $1.079 billion, or approximately 46%, which ~~has~~had been entirely paid-off as of December 31, 2010. 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 purchases 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 purchases a 57.5% share

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of capacity and energy from the gas-fired generating plants owned by Entergy Texas, and Entergy Texas purchases 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 the unit(s) is/are no longer dispatched by the Entergy System. The dispatch and operation of the generating plants will not change as a result of the jurisdictional separation.

The jurisdictional separation occurred through completion of the following steps:

·	Through a Texas statutory merger-by-division, Entergy Gulf States, Inc. was renamed as Entergy Gulf States Louisiana, Inc., a Texas corporation, and the new Texas business corporation Entergy Texas, Inc. was formed.

·	Entergy Gulf States, Inc. allocated the assets described above to Entergy Texas, and all of the capital stock of Entergy Texas was issued directly to Entergy Gulf States, Inc.’s parent company, Entergy Corporation.

·	Entergy Corporation formed EGS Holdings, Inc., a Texas corporation, and contributed all of the common stock of Entergy Gulf States Louisiana, Inc. to EGS Holdings, Inc.

·	EGS Holdings, Inc. formed the Louisiana limited liability company Entergy Gulf States Louisiana, L.L.C. and then owned all of the issued and outstanding membership interests of Entergy Gulf States Louisiana, L.L.C.

·	Entergy Gulf States Louisiana, Inc. then merged into Entergy Gulf States Louisiana, L.L.C., with Entergy Gulf States Louisiana, L.L.C. being the surviving entity.

·	Entergy Corporation now owns EGS Holdings, Inc. and Entergy Texas in their entirety, and EGS Holdings, Inc. now owns Entergy Gulf States Louisiana’s common membership interests in their entirety.

Earnings Ratios of Registrant Subsidiaries

The Registrant Subsidiaries’ ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends or distributions pursuant to Item 503 of SEC Regulation S-K are as follows:

	Ratios of Earnings to Fixed Charges Years Ended December 31,					Ratios of Earnings to Fixed Charges Years Ended December 31,
	2010	2009	2008	2007	2006	2011	2010	2009	2008	2007

Entergy Arkansas	3.91	2.39	2.33	3.19	3.37	4.31	3.91	2.39	2.33	3.19
Entergy Gulf States Louisiana	3.58	2.99	2.44	2.84	3.01	4.36	3.58	2.99	2.44	2.84
Entergy Louisiana	3.41	3.52	3.14	3.44	3.23	1.86	3.41	3.52	3.14	3.44
Entergy Mississippi	3.30	3.25	2.92	3.22	2.54	3.55	3.35	3.31	2.92	3.22
Entergy New Orleans	4.41	3.66	3.71	2.74	1.52	5.37	4.43	3.61	3.71	2.74
Entergy Texas	2.10	1.92	2.04	2.07	2.12	2.34	2.10	1.92	2.04	2.07
System Energy	3.64	3.73	3.29	3.95	4.05	3.85	3.64	3.73	3.29	3.95

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Asbestos Litigation (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Numerous lawsuits have been filed in federal and state courts primarily in Texas and Louisiana, primarily by contractor employees who worked in the 1940-1980s timeframe, against Entergy Gulf States Louisiana and Entergy Texas, and to a lesser extent the other Utility operating companies, as premises owners of power plants, for damages caused by alleged exposure to asbestos. Many other defendants are named in these lawsuits as well. Currently, there are approximately 500 lawsuits involving approximately 5,000 claimants. Management believes that adequate provisions have been established to cover any exposure. Additionally, negotiations continue with insurers to recover reimbursements. Management believes that loss exposure has been and will continue to be handled so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position or results of operation of the Utility operating companies.

Employment and Labor-related Proceedings (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, 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 ~~Ent ergy~~Entergy Corporation sponsored plans. Entergy and the Registrant Subsidiaries are responding to these suits and proceedings and deny liability to the claimants.

Employees

Employees are an integral part of Entergy’s commitment to serving customers. As of December 31, ~~2010,~~2011, Entergy subsidiaries employed ~~14,958~~14,682 people.

Utility:
Entergy Arkansas		~~1,411~~1,357
Entergy Gulf States Louisiana		~~816~~805
Entergy Louisiana		~~964~~937
Entergy Mississippi		~~773~~736
Entergy New Orleans		~~345~~342
Entergy Texas		~~694~~674
System Energy		-
Entergy Operations		~~2,901~~2,867
Entergy Services		~~3,148~~3,138
Entergy Nuclear Operations		~~3,791~~3,709
Other subsidiaries		~~115~~117
Total Entergy		~~14,958~~14,682

Approximately ~~5,500~~5,300 employees are represented by the International Brotherhood of Electrical Workers, the Utility Workers Union of America, the International Brotherhood of Teamsters, the United Government Security Officers of America, and the International Union, Security, Police, Fire Professionals of America.

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

Entergy electronically files reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxies, and amendments to such reports. The public may read and copy any materials that Entergy files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.

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Entergy uses its website, http://www.entergy.com, as a routine channel for distribution of important information, including news releases, analyst presentations and financial information. Filings made with the SEC are posted and available without charge on Entergy's website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. These filings include our annual and quarterly reports on Forms 10-K and 10-Q (including related filings in XBRL format) and current reports on Form 8-K; our proxy statements; and any amendments to those reports or statements. All such postings and filings are available on Entergy's Investor Relations website free of charge. Entergy is providing the address to its Internet ~~s ite~~site solely for the information of investors and does not intend the address to be an active link or to otherwise incorporate the contents of the website into this report.

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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 Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas 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 reasonableness or 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 or found not to have been incurred in compliance with applicable tariffs, 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, are ~~prima rily~~primarily based on historical costs, 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 uncertainty associated with rate case proceedings. Although four of the Utility operating companies (Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans) currently obtain recovery under formula rate plans, at some point in the future these formula rate plans may no longer be extended, at which time these Utility operating companies would operate again in a more traditional rate case environment. In addition, Entergy Gulf States Louisiana and Entergy Louisiana were required by the LPSC to file full rate cases by January 2013 when their current formula rate plans expire.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, which could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms. For information regarding rate case proceedings and formula rate plans applicable to certain of the Utility operating companies, see 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 regulatory review can result in the disallowance of incurred costs found not to have been prudently incurred with the possibility of refunds to ratepayers, 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.

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The Utility operating companies' cash flows can be negatively affected by the time delays between when gas, power or other commodities are purchased and the ultimate recovery from customers of the ~~purchased~~ costs 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

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costs for recovery at a later date, which could increase the near-term working capital and borrowing requirements of those companies. For a description of fuel and purchased power recovery mechanisms and information regarding the regulatory proceedings for fuel and purchased power recovery, see Note 2 to the financial statements.

As a result of a challenge by the LPSC, the manner in which the Utility operating companies have traditionally shared the costs associated with coordinated planning, construction and operation of generating resources has been changed by the FERC, which will require adjustment of retail and wholesale 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.

The LPSC, APSC, MPSC and the AEEC have appealed the 2005 FERC decision to the Court of Appeals for the D.C. Circuit. Entergy and the City of New Orleans intervened in the various appeals. The D.C. Circuit issued its decision in April 2008. The D.C. Circuit affirmed the FERC's decision in most respects, but remanded the case to the FERC for further proceedings and reconsideration of its conclusion that it was prohibited from ordering refunds and its determination to implement the bandwidth remedy commencing with calendar year 2006 production costs (with the first payments/receipts commencing in June 2007), rather than commencing the remedy on June 1, 2005. The D.C. Circuit concluded the FERC had failed to offer a reasoned explanation regarding these issues.

In 2007 through ~~2010,~~2011, payments were made by Entergy Arkansas to certain of the Utility operating companies in compliance with the 2005 FERC decision on the cost allocation methodology. There have been challenges to the level of payments made by Entergy Arkansas under the FERC’s decision and the prudence of the Utility operating companies’ production costs. The ability to recover in rates any changes to the cost allocation resulting from the challenges, and timing of such recovery, iscould be uncertain and could be the subject of additional regulatory and other proceedings. For information regarding these and other proceedings associated with the System Agreement, as well as additional information regarding the System Agreement itself, see Note 2 to financial statements, System Agreement Cost Equalization Proceedings. The outcome and timing of this FERC proceeding and resulting recovery and impact on rates cannot be predicted at this time.

There is uncertainty as to the timing or form of any successor arrangement to the System Agreement and the effect of such arrangement (or absence thereof) ~~will have~~ on Entergy and the Utility operating companies.

Based upon the effect of the FERC decision described in the preceding risk factor, ~~undermining the benefits of continued participation in the System Agreement,~~ 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 (December 2013 for Entergy Arkansas and November 2015 for Entergy Mississippi) or such earlier date as authorized by the FERC. The FERC accepted the notices in November 2009; the LPSC and City Council have requested rehearing of that order. In February 2011, the FERC denied the request for rehearing. The LPSC has appealed the FERC’s decision to the U.S. Court of Appeals for the District of Columbia and oral argument was held January 13, 2012.

The Utility operating companies have concluded that joining the MISO RTO is in the best interest of all stakeholders and are seeking regulatory approvals to accomplish the transfer of functional control of their transmission assets to the MISO RTO by December 2013. However, Entergy cannot predict when or whether it will obtain the ~~timing~~approvals necessary to join the MISO RTO, when the Utility operating companies’ generation and transmission systems can be fully integrated into the MISO RTO, or ~~the form~~whether alternative arrangements will need to be implemented to allow Entergy Arkansas, and eventually Entergy Mississippi, to operate independent of ~~any successor arrangement to~~ the System Agreement, ~~or in the alternative, participation in a regional transmission organization (RTO),~~ and the effect such ~~arrangement~~arrangements (or the absence thereof) will have on Entergy or the Utility operating companies.

For further information regarding the FERC and APSC proceedings relating to the System Agreement, see “Rate, Cost-recovery, and Other Regulation – Federal Regulation – System Agreement” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.

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

A delay or failure in recovering amounts for storm restoration costs incurred, as a result of severe weather could have material adverse effects on Entergy and those Utility operating companies affected by severe weather.

Entergy's and its Utility operating companies' results of operations, liquidity and financial condition can be materially adversely affected by the destructive effects of severe weather. Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages. A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material adverse effect on Entergy and those Utility operating companies affected by severe weather.

The arrangement for the operation of the Utility operating companies’ transmission system faces regulatory and operating challenges and uncertainty in connection with the Utility operating companies’ proposal to move to the MISO RTO and the scheduled expiration of the current Independent Coordinator of Transmission arrangement in November 2012.

In 2000, the FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of an independent RTO. In November 2006, the Utility operating companies installed the ~~SPP~~Southwest Power Pool (SPP), a regional transmission organization, as their Independent Coordinator of Transmission (ICT) with responsibility for certain transmission tariff functions, including granting or denying transmission service, administering OASIS, evaluating all transmission requests, and serving as the reliability coordinator. The initial term of the ICT was for four years and in November 2010 the FERC approved an extension of the ICT arrangement for two years, or until November 2012. In its order issued in March 2009 pertaining to a requested modification regarding the weekly procurement process (WPP) through the ICT arrangement, the FERC ~~impos ed~~imposed conditions related to the ICT arrangement and indicated it wanted an evaluation of the success of the ICT arrangement and transmission access on the Entergy transmission system. In compliance with the FERC’s March 2009 order, the Utility operating companies filed with the FERC a process for evaluating the modification or replacement of the current ICT arrangement. An Entergy Regional State Committee (E-RSC), comprised of one representative from each of the Utility operating companies’ retail regulators has been formed and, in concert with the FERC, ~~has requested~~retained an independent entity to conduct a cost/benefit analysis of comparing the ICT arrangement to a proposal under which Entergy would join the SPP RTO. The scope of the study was expanded to consider Entergy joining the ~~Midwest ISO~~MISO RTO as another alternative. On ~~September 30, 2010, the retained consultant presented its cost/benefit analysis~~April 25, 2011, Entergy announced that each of ~~Entergy and Cleco regions joining the SPP RTO. The cost/benefit analysis in dicates that the Entergy region, including entities beyond~~ the Utility operating companies would realize a net cost of $438 million to a net benefit of $387 million, primarily depending upon transmission cost allocation issues. Addendum studies, including studies related to Entergy Arkansas andpropose joining the MISO RTO. In May 2011, the Utility operating companies submitted to each of their respective retail regulators the cost-benefit analysis comparing the ICT arrangement to joining the ~~Midwest ISO, are~~SPP RTO or the MISO RTO. The Utility operating companies either have filed or expect to ~~be completed by~~file in 2012 applications with their local regulators seeking to join the ~~end~~MISO RTO and transfer control of the ~~first quarter 2011.~~companies’ transmission assets to the MISO RTO. The target implementation date for joining the MISO RTO is December 2013. For further information regarding the FERC and proceedings related to the ICT and MISO, see “Rate, Cost-recovery, and Other Regulation - Federal Regulation -Independent Coordinator of Transmission” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.

There is uncertainty as to whether the Utility operating companies’ proposal to join the MISO RTO by December 2013 will receive all required regulatory approvals in a ~~successor ICT arrangement or alternative such as joining an RTO will have received regulatory approval~~timely manner and, ~~whether corresponding changes to cost recovery mechanisms will be~~if the proposal is approved, the nature and effect of any operational challenges the Utility operating companies might face in ~~place~~connection with integration into the MISO RTO. For the period of time prior to ~~the termination~~integration of all of the ~~current ICT arrangement~~Utility operating companies into the MISO RTO or in ~~November 2012. To~~ the ~~extent successor ICT arrangements or alternatives have~~event all necessary approvals to participate in the MISO RTO are not ~~been approved,~~obtained in a timely manner, an extension of the current ICT arrangement or the establishment of a similar arrangement with another qualified entity may be required. The outcome of any effort to negotiate an extension of the current arrangement or to make alternative arrangements cannot be predicted at this time.

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

A delay or failure in recovering amounts for storm restoration costs incurred as a result of severe weather could have material effects on Entergy and those Utility operating companies affected by severe weather.

Entergy's and its Utility operating companies' results of operations, liquidity and financial condition can be materially affected by the destructive effects of severe weather. Severe weather can also result in significant outages for the customers of the Utility operating companies and, therefore, reduced revenues for the Utility operating companies during the period of the outages. A delay or failure in recovering amounts for storm restoration costs incurred or revenues lost as a result of severe weather could have a material effect on Entergy and those Utility operating companies affected by severe weather.

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Nuclear Operating and Regulatory Risks

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

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities must consistently operate their nuclear power plants at high capacity factors in order to be successful, and lower capacity factors could materially ~~adversely~~ affect Entergy's and their results of operations, financial condition and liquidity.

Nuclear capacity factors significantly affect the results of operations of certain Utility operating companies, System Energy and Entergy Wholesale Commodities. Nuclear plant operations involve substantial fixed operating costs. Consequently, to be successful, a plant owner must consistently operate its nuclear power plants at high capacity factors. For the Utility operating companies that own nuclear plants, lower capacity factors can increase production costs by requiring the affected companies to generate additional energy, sometimes at higher costs, from their fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy their supply needs. For the Entergy Wholesale Commodities nuclear plants, lower capacity factors directly affect revenues and cash flow from operations. Although most of the Entergy Wholesale Commodities nuclear forward sales are on a pure unit-contingent basis, which depends on the availability of the asset, some of the unit-contingent contracts guarantee a specified minimum capacity factor. In the event these plants were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power. Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk if capacity factors decrease.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities’ nuclear plant owners periodically ~~shutdown~~shut down their nuclear power plants to replenish fuel. Plant maintenance and upgrades are often scheduled during such refueling outages. If refueling outages last longer than anticipated or if unplanned outages arise, Entergy's and their results of operations, financial condition and liquidity could be materially ~~adversely~~ affected.

Outages at nuclear power plants to replenish fuel require the plant to be “turned off.” Refueling outages generally are planned to occur once every 18 to 24 months and ~~have historically averaged~~average approximately 30 days in duration. Plant maintenance and upgrades are often scheduled during such planned outages. When refueling outages last longer than anticipated or a plant experiences unplanned outages, capacity factors decrease and maintenance costs may increase. Entergy Wholesale Commodities’ nuclear plants may face lower margins due to higher costs and lower energy sales for unit-contingent power supply contracts or potentially higher energy replacement costs for unit-contingent contracts with capacity guarantees that are not met due to extended or unplanned ~~outag es.~~outages.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities face risks related to the purchase of uranium fuel (and its conversion, enrichment and fabrication), and the risk of being unable to effectively manage these risks by purchasing from a diversified mix of sellers located in a diversified mix of countries could materially ~~adversely~~ affect Entergy's and their results of operations, financial condition and liquidity.

Based upon currently planned fuel cycles, Entergy's nuclear units have a diversified portfolio of contracts and inventory that provides substantially adequate nuclear fuel materials and conversion and enrichment services at what Entergy believes are reasonably predictable prices through most of ~~2011.~~2012, and with substantial additional amounts after that time. Entergy's ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the ~~creditworthiness and~~ performance reliability of uranium ~~miners, as well as upon the structure of Entergy's contracts for the purchase of nuclear fuel.~~miners. There are a number of possible alternate suppliers that may be accessed to mitigate ~~unexpected~~any supplier performance failure, although the pricing of any such alternate uranium supply ~~disruption events, including potentially drawing~~from the market will be dependent upon ~~Entergy's~~the market for uranium supply at that time. Entergy also may draw upon its own inventory intended for later generation periods, depending upon its risk management strategy at ~~tha t time, although the pricing of any such alternate uranium supply from the market will be~~that time. Entergy

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~~dependent upon the market for uranium supply at that time. Entergy~~ buys uranium from a diversified mix of sellers located in a diversified mix of countries, and from time to time purchases from nearly all qualified reliable major market participants worldwide that sell into the U.S. Market prices for nuclear fuel have been extremely volatile from time to time in the past. Although Entergy’s nuclear fuel contract portfolio provides a degree of hedging against market risks for several years, costs for nuclear fuel in the future cannot be predicted with certainty due to normal inherent market uncertainties, and price increases could materially ~~adversely~~ affect the liquidity, financial condition and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale ~~Commod ities.~~Commodities.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business face the risk that the NRC will change or modify its regulations or suspend or revoke their licenses, which could materially ~~adversely~~ affect Entergy's and their results of operations, financial condition and liquidity.

Under the Atomic Energy Act and Energy Reorganization Act, the NRC regulates the operation of nuclear power plants. The NRC may modify, suspend or revoke licenses, shut down a nuclear facility and impose civil penalties for failure to comply with the Atomic Energy Act, related regulations or the terms of the licenses for nuclear facilities. A change in the Atomic Energy Act, other applicable statutes, or the applicable regulations or licenses may require a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially ~~adversely~~ affect the results of operations, liquidity or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies or System Energy. ~~60;~~Events at nuclear plants owned by others, as well as those owned by one of these companies, may cause the NRC to initiate such actions. As a result, if an incident were to occur at any nuclear generating unit, whether an Entergy nuclear generating unit or not, it could materially ~~adversely~~ affect the financial condition, results of operations and liquidity of Entergy, certain of the Utility operating companies, System Energy or Entergy Wholesale Commodities. For example, the earthquake of March 11, 2011 that affected the Fukushima Daiichi nuclear plants in Japan is expected to result in regulatory changes in the U.S. that may impose additional costs on all U.S. nuclear plants, some of which could be material.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities are exposed to risks and costs related to operating and maintaining their nuclear power plants, and their failure to maintain operational efficiency at their nuclear power plants could materially ~~adversely~~ affect Entergy's and their results of operations, financial condition and liquidity.

The nuclear generating units owned by certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business began commercial operations in the 1970s-1980s. Older equipment may require more capital expenditures to keep each of these nuclear power plants operating efficiently. This equipment is also likely to require periodic upgrading and improvement. Any unexpected failure, including failure associated with breakdowns, forced outages or any unanticipated capital expenditures, could result in reduced profitability. Operations at any of the nuclear generating units owned and operated by Entergy's subsidiaries could degrade to the ~~p oint~~point where the affected unit needs to be shut down or operated at less than full capacity. If this were to happen, identifying and correcting the causes may require significant time and expense. A decision may be made to close a unit rather than incur the expense of restarting it or returning the unit to full capacity. For Entergy Wholesale Commodities, this could result in lost revenue and increased fuel and purchased power expense to meet supply commitments and penalties for failure to perform under their contracts with customers. Moreover, Entergy is becoming more dependent on fewer suppliers for key parts of Entergy's nuclear power plants that may need to be replaced or refurbished. This dependence on a reduced number of suppliers could result in delays in obtaining qualified replacement parts and, therefore, greater expense for Entergy.

The costs associated with the storage of the spent nuclear fuel of certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear power plants, as well as the costs of and their ability to fully decommission their nuclear power plants, could be significantly affected by the timing of the opening of a spent nuclear fuel storage facility, as well as interim storage and transportation requirements.

Certain of the Utility operating companies, System Energy and the owners of the Entergy Wholesale Commodities nuclear plants incur costs on a periodic basis for the on-site storage of spent nuclear fuel. The approval of a license for a national repository for the storage of spent nuclear fuel, such as the one proposed for Yucca Mountain, Nevada, or any interim storage facility, and the timing of such facility opening, will significantly affect the costs

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associated with storage of spent nuclear fuel. For example, while the DOE is required by law to proceed with the licensing of Yucca Mountain and, after the license is granted by the NRC, to construct the repository and commence the receipt of spent fuel, the Obama administration has ~~cut the budget for~~expressed its intention and taken specific steps to discontinue the Yucca Mountain project and ~~has made various statements that Yucca Mountain will not be the solution for~~study a new spent fuel ~~storage.~~strategy. These actions may prolong the time before spent fuel is removed from Entergy’s plant sites. Because the DOE has not accomplished its objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts, and Entergy has sued the DOE for such breach. Furthermore, Entergy is uncertain as to when the DOE plans to commence acceptance of spent fuel from its facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at ~~its~~the companies’ nuclear sites. The costs of on-site storage are also affected by regulatory requirements for such storage. In addition, the availability of a repository or other off-site storage facility for spent nuclear fuel may affect the

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ability to fully decommission the nuclear units and the costs relating to decommissioning. For further information regarding spent fuel storage, see the "Critical Accounting Estimates – Nuclear Decommissioning Costs -- – Spent Fuel Disposal” section of Management's Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy.

Certain of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities nuclear plant owners may be required to pay substantial retrospective premiums imposed under the Price-Anderson Act in the event of a nuclear incident, and losses not covered by insurance could have a material ~~adverse~~ effect on Entergy's and their results of operations, financial condition or liquidity.

Accidents and other unforeseen problems at nuclear power plants have occurred both in the United States and elsewhere. The Price-Anderson Act limits each reactor owner's public liability (off-site) for a single nuclear incident to the payment of retrospective premiums into a secondary insurance pool of up to approximately $117.5 million per reactor. With 104 reactors currently participating, this translates to a total public liability cap of approximately $12.2 billion per incident. The limit is subject to change to account for the effects of inflation, a change in the primary limit of insurance coverage, and changes in the number of licensed reactors. As required by the Price-Anderson Act, the Utility operating companies, System Energy, and ~~En tergy~~Entergy Wholesale Commodities carry the maximum available amount of primary nuclear off-site liability insurance with American Nuclear Insurers (currently $375 million for each operating site). Claims for any nuclear incident exceeding that amount are covered under the retrospective premiums paid into the secondary insurance pool. As a result, in the event of a nuclear incident that causes damages (off-site) in excess of the $375 million in primary insurance coverage, each owner of a nuclear plant reactor, including Entergy's Utility operating companies, System Energy, and the Entergy Wholesale Commodities plant owners, regardless of fault or proximity to the incident, will be required to pay a retrospective premium, equal to its proportionate share of the loss in excess of the $375 million primary level, up to a maximum of $117.5 million per reactor per incident (Entergy's maximum total contingent obligation per incident is $1.3 billion). The retrospective premium payment is ~~c urrently~~currently limited to $17.5 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $117.5 million cap.

NEIL is a utility industry mutual insurance company, owned by its members. All member plants could be subject to assessments (retrospective premium of up to 10 times current annual premium for all policies) should the surplus (reserve) be significantly depleted due to insured losses. As of April 1, ~~2010,~~2011, the maximum assessment amounts total $72.7 million for ~~Nuclear South~~the Utility plants and $89.3 million for the ~~Nuclear Northeast~~Entergy Wholesale Commodities plants. Retrospective Premium Insurance available through NEIL’s reinsurance treaty can cover the potential assessments. The ~~Nuclear Northeast~~Entergy Wholesale Commodities plants currently maintain the Retrospective Premium Insurance to cover this potential assessment.

As an owner of nuclear power plants, Entergy participates in 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 the applicable primary insurance coverage and require contribution of additional funds through the industry-wide program that could significantly affect the results of operations, financial condition or liquidity of Entergy, certain of the Utility operating companies, System Energy or the Entergy Wholesale Commodities subsidiaries.

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

Owners of nuclear generating plants have an obligation to decommission those plants. Certain of the Utility operating companies, System Energy and owners of the Entergy Wholesale Commodities nuclear power plants maintain decommissioning trust funds for this purpose. Certain of the Utility operating companies collect funds from their customers, which are deposited into the trusts covering the units operated for or on behalf of those companies. Those rate collections are based upon operating license lives as well as estimated trust fund earnings and decommissioning costs. In connection with the acquisition of certain nuclear plants, the Entergy Wholesale Commodities plant owners also acquired decommissioning trust funds that are funded in ~~accorda nce~~accordance with NRC regulations. Assets in these trust funds are subject to market fluctuations, will yield uncertain returns that may fall below projected return rates, and may result in losses resulting from the recognition of impairments of the value of certain securities held in these trust funds. As part of the Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades/Big Rock Point purchases, the former owners transferred decommissioning trust funds, along with the liability to decommission the plants, to the respective Entergy Wholesale Commodities nuclear power plant owners. In addition, the former owner of Indian Point 3 and FitzPatrick retained the decommissioning trusts and related liability to decommission these plants, but has the right to require the respective Entergy Wholesale Commodities nuclear plant owners to assume the decommissioning liability provided that it assigns the funds in the corresponding decommissioning trust, up to a specified level, to such owners. Alternatively, the former owner may contract with Entergy Nuclear, Inc. for the decommissioning work at a price equal to the transferred funds mentioned above. As part of the Indian Point 1 and 2 purchase, the Entergy Wholesale Commodities nuclear power plant owner also funded an additional $25 million to a supplemental decommissioning trust fund. As part of the Palisades transaction, the Entergy Wholesale Commodities business assumed responsibility for spent fuel at the decommissioned Big Rock Point nuclear plant, which is located near Charlevoix, Michigan. Once the spent fuel is removed from the site, the Entergy Wholesale Commodities business will dismantle the spent fuel storage facility and complete site decommissioning. The Entergy Wholesale Commodities business expects to fund this activity from operating revenue, and Entergy is providing $5 million in credit support to provide financial assurance to the NRC for this obligation.

In 2008, Entergy experienced declines in the market value of assets held in the trust funds for meeting its decommissioning funding assurance obligations for its plants. This decline adversely affected Entergy’s ability to demonstrate compliance with the NRC’s requirements for providing financial assurance for decommissioning funding for some of its plants, which deficiencies have now been corrected. An early plant shutdown, poor investment results ~~(including results from poor performance of or volatility in the capital markets such as occurred in 2008)~~ or higher than anticipated decommissioning costs could cause trust fund assets to be insufficient to meet the decommissioning obligations, with the result that the Entergy Wholesale ~~Com modities~~Commodities nuclear plant owners may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning. For further information regarding nuclear decommissioning costs, see the "Critical Accounting Estimates – Nuclear Decommissioning Costs" section of Management's Financial Discussion and Analysis for Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy and Note 9 to the financial statements.

New or existing safety concerns regarding operating nuclear power plants and nuclear fuel could lead to restrictions upon the operation of Entergy’s nuclear power plants.

New and existing 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 Entergy Wholesale Commodities nuclear power plants are located. These concerns have led to, and are expected to continue to lead to, various proposals to Federal regulators and 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~~shutdown 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 existing proposals, or any proposals that may arise in the future with respect to legislative and regulatory changes, become effective, they could have a material ~~adverse~~ effect on Entergy's results of operations, financial condition and liquidity.

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(Entergy Corporation)

A failure to obtain renewed licenses for the continued operation of the Entergy Wholesale Commodities nuclear power plants could have a material ~~adverse~~ effect on Entergy's results of operations, financial condition, and liquidity and could lead to an increase in depreciation rates or an acceleration of the timing for the funding of decommissioning obligations.

The license renewal and related processes for the Entergy Wholesale Commodities nuclear power plants have been and may continue to be the subject of significant public debate and regulatory and legislative review and scrutiny at the federal and, in certain cases, state level. The operating licenses for ~~Vermont Yankee,~~ Pilgrim, Indian Point 2 and Indian Point 3 expire in ~~March 2012,~~ June 2012, September 2013 and December 2015, respectively. Because these plants filed timely license renewal applications, the NRC’s rules provide that these plants may continue to operate under their existing operating licenses until their renewal applications have been finally determined. Various parties have expressed opposition to renewal of these licenses. Renewal of the Indian Point licenses is the subject of ongoing proceedings before the Atomic Safety and Licensing Board (ASLB) of the NRC. ~~Certain contentions have been admitted for litigation and new and amended contentions filed by parties in January and February 2011 have not been a cted upon by the ASLB. Hearings~~Initial hearings on certain of the contentions admitted by the ASLB currently are expected to begin ~~in early~~by the end of 2012. The ASLB has completed its proceedings regarding Vermont Yankee, but the New England Coalition filed a new contention, which the ASLB denied in October 2010. The New England Coalition requested NRC review of the denial in November 2010. Finally, with respect toIn the Pilgrim license renewal proceeding, the ASLB has denied the last pending proposed contention and has terminated proceedings before it. Appeals of ASLB decisions remain pending before the NRC. Also pending before the NRC ~~has issued decisions resolving all but one of~~is a motion by Entergy affiliates requesting specific authorization to NRC staff to issue the ~~issues~~Pilgrim license. In responding to that ~~were previously appealed by Pilgrim Watch. The~~motion, NRC ~~remanded one issue to~~staff stated the ~~ASLB, which ordered~~position that testimony be filed in January 2011 and scheduled a hearing for March 9, 2011. Pilgrim Watch filed two new contentions, one of which it subsequently amended, in December 2010 and January 2011. The ASLB for Pilgrim have not decided whether to ~~admit~~issue a license where no admitted contentions are pending is a matter of staff discretion. There is no schedule for NRC action on the pending appeals or ~~deny the new contentions.~~motion.

In relation to Indian Point 2 and Indian Point 3, the New York State Department of Environmental Conservation has taken the position that these plant owners must obtain a new state-issued Clean Water Act Section 401 water quality certification as part of the license renewal process. For the Indian Point plants, the Entergy Wholesale Commodities plant owners also must ~~obtain a~~ensure that requirements of the Coastal Zone Management Act, ~~consistency determination from~~which is administered in New York State primarily by the New York Department of State, are satisfied prior to getting the renewed licenses. For further information regarding these environmental regulations see “Environmental Regulation, Clean Water Act” in Part I, Item 1.

~~Pursuant to Vermont law,~~The NRC operating license for Vermont Yankee ~~is subject~~was to ~~state approvals to continue operations that are independent~~expire in March 2012. In March 2011 the NRC renewed Vermont Yankee’s operating license for an additional 20 years, as a result of ~~NRC~~which the license ~~renewal. Under state law, there is a two-step state law licensing process for obtaining a certificate of public good to continue to operate~~now expires in 2032. Vermont Yankee ~~and store newly generated spent fuel after~~also is operating under a Certificate of Public Good from the State of Vermont that expires in March ~~21, 2012. First, the Vermont legislature must vote affirmatively to permit~~2012, but has an application pending before the Vermont Public Service Board ~~to consider Vermont Yankee’s application~~ for a ~~renewed certificate~~new Certificate of ~~public good~~Public Good for operation until March 2032. For additional discussion regarding the continued operation of the Vermont Yankee ~~and for storage~~plant, see “Impairment of ~~spent fuel. Second,~~Long-Lived Assets” in Note 1 to the Vermont Public Service Board must vote to renew the certificate of public good. The Entergy Wholesale Commodities affiliates that own and operate Vermont Yankee filed an application with th e Vermont Public Service Board in March 2008 to renew its certificate of public good to operate for 20 years beginning March 22, 2012 and to store spent nuclear fuel generated after that date. Ten days of hearings were held in May and June 2009. The Department of Public Service and other parties contended during the hearing that a favorable power purchase agreement for the sale of power from Vermont Yankee to Vermont utilities would be important to demonstrating that renewal of the certificate of public good promoted the public interest. Proceedings in that docket currently are in abeyance.

During its 2009 session, which concluded in May, several committees of the Vermont General Assembly held hearings on Vermont Yankee, but no bill or resolution was introduced for approval of continued operation and storage of spent nuclear fuel generated after March 21, 2012. In January 2010, the Governor of the State of Vermont issued a statement indicating he would not ask the Vermont General Assembly to consider the renewal of a certificate of public good during its 2010 session, based on the discovery of tritium leakage from Vermont Yankee, concerns about miscommunication by Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations related to underground piping at Vermont Yankee carrying radionuclides, and other issues including decommissioning. Nevertheless, on February 24, 2010, a bill to authorize the P ublic Service Board to approve the continued operation of Vermont Yankee was defeated in the Vermont Senate by a vote of 26 to 4. Neither house of the Vermont General Assembly has voted on a similar bill since that time.

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If the NRC finally denies the applications for the renewal of operating licenses for one or more of the Entergy Wholesale Commodities nuclear power plants, or a state in which any such nuclear power plant is located ~~does not take actions legally required for~~is able to prevent the continued operation of such plant, Entergy’s results of operations, financial condition, and liquidity could be materially ~~adversely~~ affected by loss of revenue and cash flow associated with the plant or plants, potential impairments of the carrying value of the plants, increased depreciation rates, and an accelerated need for decommissioning funds, which could require additional funding. In addition, Entergy may incur increased operating costs depending on any conditions that may be imposed in connection with license renewal. For further discussion regarding the license renewal processes for the Entergy Wholesale Commodities’ nuclear power plants, see “ENTERGY’S BUSINESS – Entergy Wholesale Commodities – Property – Nuclear Generating Stations” in Part I, Item 1 for Entergy Corporation and its subsidiaries.

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The decommissioning trust fund assets for the nuclear power plants owned by Entergy Wholesale Commodities’ nuclear plant owners may not be adequate to meet decommissioning obligations if one or more of their nuclear power plants is retired earlier than the anticipated shutdown date or if current regulatory requirements change which then could require additional funding.

Under NRC regulations, Entergy’s nuclear subsidiaries are permitted to project the NRC-required decommissioning amount based on an NRC formula or a site-specific estimate, and the amount in each of the Entergy Wholesale Commodities nuclear power plant's decommissioning trusts combined with other decommissioning financial assurances in place. The projections are made based on the operating license expiration date and the mid-point of the subsequent decommissioning process for each of these nuclear power ~~plants, with the earliest scheduled shutdown being Vermont Yankee in 2012.~~plants. As a result, if the projected amount of our decommissioning trusts exceeds the NRC-required decommissioning amount, then its decommissioning obligations are considered to be funded in accordance with NRC regulations. In the event the ~~NRC's fo rmula does~~projected costs do not sufficiently reflect the actual costs the applicable Entergy subsidiaries would be required to incur to decommission these nuclear power plants, and funding is otherwise inadequate, or if the formula or site-specific estimate is changed to require increased funding, additional resources would be required. Furthermore, depending upon the level of funding available in the trust funds, the NRC may not permit the trust funds to be used to pay for related costs such as the management of spent nuclear fuel that are not included in the formula. The NRC may also require a plan for the provision of separate funding for spent fuel management costs. In addition to NRC requirements, there are other decommissioning-related obligations for certain of the Entergy Wholesale Commodities nuclear power plants, which management believes it will be able to satisfy.

With respect to the decommissioning trusts for ~~Vermont Yankee,~~ Indian Point 2 and Palisades, the total amount in each of those trusts as of December 31, ~~2010~~2011 would not have been sufficient to initiate and complete the immediate near-term radiological decommissioning of the respective unit as of ~~such~~the license termination date of each respective plant, but rather the funds would have been sufficient to place the unit in a condition of safe storage status pending future completion of decommissioning. For example, if an Entergy subsidiary ~~had decided~~decides to ~~shutdown~~shut down and immediately begin decommissioning one of those nuclear power plants on ~~December 31, 2010,~~its license expiration date, its trust funds for the plant as of December 31, 2011 would have been insufficient and the applicable Entergy subsidiary would have been required to rely on other capital resources to fund the ~~entire~~remainder of the radiological decommissioning obligations unless the completion of decommissioning could be deferred during some number of years of safe storage status (as is permitted by NRC regulations). ~~Thus, if an~~If any Entergy subsidiary decides to ~~shutdown~~shut down one of ~~these~~its nuclear power plants earlier than the scheduled shutdown date and conduct a prompt decommissioning, the applicable Entergy subsidiary may be unable to rely upon only the decommissioning trust to fund the entire decommissioning obligations, which would require it to obtain funding from other sources.

Further, federal or state regulatory changes, including mandated increases in decommissioning funding or changes in the methods or standards for decommissioning operations, may also increase the funding requirements of, or accelerate the timing for funding of, the obligations related to the decommissioning of Entergy Wholesale Commodities’ nuclear power plants. As a result, under any of these circumstances, Entergy's results of operations, liquidity and financial condition could be materially ~~adversely~~ affected.

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Entergy Wholesale Commodities’ nuclear power plants are exposed to price risk through either advance sale of energy and capacity into forward markets or accepting spot prices primarily in day-ahead markets.

Entergy and its subsidiaries are not guaranteed any rate of return on their capital investments in non-utility businesses. In particular, the sale of capacity and energy from the Entergy Wholesale Commodities nuclear power plants, unless otherwise contracted, is subject to the fluctuation of market power prices. As of December 31, ~~2010,~~2011, Entergy Wholesale Commodities nuclear power generation plants had sold forward ~~96%~~88%, ~~87%~~81%, ~~40%~~39%, 25% and ~~15%~~25% of its generation portfolio's planned energy output for ~~2011,~~ 2012, 2013, 2014, 2015, and ~~2015,~~2016, respectively. ~~Many of the~~In order to hedge future price risk to desired levels, Entergy Wholesale Commodities ~~business’s existing long-term~~utilizes contracts ~~expire by~~that are unit-contingent and Firm LD and various products such as forward sales, options, and collars.

Market conditions such as product cost, market liquidity and other portfolio considerations influence the ~~end of 2012.~~product and contractual mix. The obligations under ~~most of these~~unit-contingent agreements ~~are contingent~~depend on a generating asset that is operating; if the generation asset is not ~~opera ting,~~operating, the seller generally is not liable for damages. For some unit-contingent obligations, however, there is also

a guarantee of availability that provides for the payment to the power

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purchaser of contract damages, if incurred, in the event the unit owner fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold. ~~For those obligations that are not unit-contingent, Entergy Wholesale Commodities~~Firm LD sales transactions may be ~~required~~exposed to ~~make payments to the purchaser based on the difference between the market~~substantial operational price ~~at the delivery point and the contract price at times when the unit being hedged is not running, and~~risk to the extent that the plants do not run as expected and market prices ~~are higher than~~exceed contract ~~prices, the amount of such payments could be substantial.~~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, from time to time 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, credit requirements, bidding rules and other mechanisms to address volatility and other issues in these markets.

The price that different counterparties offer for forward sales is influenced both by market conditions as well as the contract terms such as damage provisions, credit support requirements and the number of available counterparties interested in contracting for the desired forward period. Depending on differences between market factors at the time of contracting versus current conditions, Entergy Wholesale Commodities' contract portfolio may have average contract prices above or below current market prices, including at the expiration of the contracts, which may significantly affect Entergy Wholesale Commodities’ results of operations, financial condition or liquidity. The recent economic downturn and negative trends in the energy commodity markets have resulted in lower natural gas prices, and current ~~prev ailing~~prevailing market prices for electricity in the New York and New England power regions are therefore generally below the prices of Entergy Wholesale Commodities’ existing contracts in those regions. To the extent these market conditions persist, Entergy Wholesale Commodities’ realized price per MWh can be expected to continue to decline. See “Entergy Corporation and Subsidiaries, Management’s Financial Discussion and Analysis, Results of Operations, Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants.” With operating licenses for ~~Vermont Yankee,~~ Pilgrim, Indian Point 2 and Indian Point 3 expiring between 2012 and 2015, and as a consequence of any delays in obtaining extension of the operating licenses and any other approvals required for continued operation of the plants, Entergy Wholesale Commodities may enter into fewer unit-contingent forward sales contracts for output from such plants for periods beyond the license expiration. Instead, in order to hedge future price risk to desired levels, Entergy Wholesale Commodities may enter into firm LD forward sales contacts under which it will be exposed to operational price risk to the extent that the plants do not run as expected.

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:

·	prevailing market prices for natural gas, uranium (and its conversion, enrichment and fabrication), coal, oil, and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities;

·	seasonality;

·	availability of competitively priced alternative energy sources and the requirements of a renewable portfolio standard;

·	changes in production and storage levels of natural gas, lignite, coal and crude oil and refined products;

·	liquidity in the general wholesale electricity market, including the number of creditworthy counterparties available and interested in entering into forward sales agreements for Entergy’s full hedging term;

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·	the actions of external parties, such as the FERC and local independent system operators and other state or Federal energy regulatory bodies, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets;

·	electricity transmission, competing generation or fuel transportation constraints, inoperability or inefficiencies;

·	the general demand for electricity, which may be significantly affected by national and regional economic conditions;

·	weather conditions affecting demand for electricity or availability of hydroelectric power or fuel supplies;

·	the rate of growth in demand for electricity as a result of population changes, regional economic conditions and the implementation of conservation programs;

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·	regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities nuclear customers to enter into long-term contracts generally, and contracts for energy in particular;

increases in supplies due to actions of current Entergy Wholesale Commodities nuclear competitors or new market entrants, including the development of new generation facilities, expansion of existing generation facilities, the disaggregation of vertically integrated utilities and improvements in transmission that allow additional supply to reach Entergy Wholesale Commodities’ nuclear markets;

·	union and labor relations;

·	changes in Federal and state energy and environmental laws and regulations and other initiatives, including but not limited to, the price impacts of proposed emission controls such as the Regional Greenhouse Gas Initiative (RGGI);

·	changes in law resulting from federal or state energy legislation or legislation subjecting energy derivatives used in hedging and risk management transactions to governmental regulation; and

·	natural disasters, terrorist actions, wars, embargoes and other catastrophic events.

The Entergy Wholesale Commodities business is subject to substantial governmental regulation and may be adversely affected by legislative, regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

The Entergy Wholesale Commodities business is subject to extensive federal, state and local laws and regulation. Compliance with the requirements under these various regulatory regimes may cause the Wholesale Commodities business to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.

Public utilities under the Federal Power Act are required to obtain FERC acceptance of their rate schedules for wholesale sales of electricity. Each of the owners of the Entergy Wholesale Commodities nuclear power plants, as well as Entergy Nuclear Power Marketing, LLC, is a "public utility" under the Federal Power Act by virtue of making wholesale sales of electric energy. The FERC has granted these generating and power marketing companies the authority to sell electricity at market-based rates. The FERC’s orders that grant the Entergy Wholesale Commodities’ generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that the Entergy Wholesale Commodities business can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, the Entergy Wholesale Commodities’ market-based sales are subject to certain market behavior rules, and if any of its generating and power marketing companies were deemed to have violated one of those rules, they would be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority and potential penalties of up to $1 million per day per violation. If the Entergy Wholesale Commodities’ generating or power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC’s acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping and reporting requirements that are imposed on utilities with cost-based rate schedules. This could have an adverse effect on the rates the ~~En tergy~~Entergy Wholesale Commodities charges for power from its facilities.

The Entergy Wholesale Commodities business is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations and bidding rules imposed by the existing Independent System Operators. The Independent System Operators that oversee most of the wholesale power markets impose, and in the future may continue to impose, mitigation, including price limitations, offer caps and other mechanisms, to address some of the volatility and the potential exercise of market power in these markets. These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of the Entergy Wholesale Commodities business' generation facilities that sell energy and capacity into the wholesale power markets. For further ~~inform ation~~information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see “Entergy’s ~~Business-~~Business - Regulation of Entergy’s Business” in Part I, Item 1 for Entergy Corporation and its subsidiaries.

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The regulatory environment applicable to the electric power industry has undergone substantial changes over the past several years as a result of restructuring initiatives at both the state and federal levels. These changes are ongoing and Entergy cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Entergy Wholesale Commodities business. In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism and have raised claims that the competitive marketplace is not working because energy prices in wholesale markets exceed the marginal cost ~~o f~~of operating nuclear power plants, as well as proposals to re-regulate the markets, impose a generation tax or require divestitures by generating companies to reduce their market share. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process, which could require material changes to business planning models. If competitive restructuring of the electric power markets is reversed, modified, discontinued or delayed, the Entergy Wholesale Commodities business' results of operations, financial condition and liquidity could be materially ~~adversely~~ affected.

The nuclear power plants owned by the Entergy Wholesale Commodities business are subject to impairment charges in certain circumstances, which could have a material ~~adverse~~ effect on Entergy's results of operations, financial condition or liquidity.

Entergy periodically reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the undiscounted 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. In particular, the assets of the Entergy Wholesale Commodities business, including the nuclear power plants, are subject to impairment if adverse market conditions arise and continue (such as declines in market prices for electricity), if adverse ~~r egulatory~~regulatory events occur (including with respect to environmental regulation), if a unit ceases operation or if a unit's operating license is not renewed. Moreover, the failure of the Entergy Wholesale Commodities business to achieve forecasted operating results and cash flows, an unfavorable change in forecasted operating results or cash flows or a decline in observable industry market multiples could all result in potential impairment charges for the affected assets.

As discussed ~~elsewhere~~in Part I, Item 1, Entergy Wholesale Commodities, Property, in this Form 10-K, the operating licenses for ~~Vermont Yankee,~~ Pilgrim, Indian Point 2 and Indian Point 3 expire between 2012 and 2015 and are currently the subject of license renewal processes at the NRC and the states in which the plants ~~operate.~~operate and the Vermont Yankee plant is the subject of certain state and federal proceedings and federal litigation relating to continued operation of that plant. If Entergy concludes that any of these nuclear power plants is unlikely to operate significantly beyond its current license expiration date, which conclusion would be based on a variety of factors, such a conclusion could result in an impairment of part or all of the carrying value of the plant. Any impairment charge taken by Entergy with respect to its long-lived assets, including the nuclear power plants owned by the Entergy Wholesale Commodities business, would likely be material in the quarter that the charge is taken and could otherwise have a material ~~adverse~~ effect on Entergy's results of operations, financial condition or liquidity.

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General Business ~~Risks~~

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

Entergy and the Utility operating companies depend on access to the capital markets and, at times, may face potential liquidity constraints, which could make it more difficult to handle future contingencies such as natural disasters or substantial increases in gas and fuel prices. Disruptions in the capital and credit markets may adversely affect Entergy and its subsidiaries' ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

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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.~~companies and Entergy Wholesale Commodities. 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 and Hurricane Gustav and Hurricane Ike in 2008. The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel or purchased power costs or storm restoration costs, higher than expected pension contributions, 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 debt 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.

The global capital and credit markets experienced extreme volatility and disruption in the fourth quarter of 2008 and much of 2009. The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could negatively affect Entergy and its subsidiaries' ability to maintain and to expand their businesses. Events beyond Entergy's control, such as the volatility and disruption in global capital and credit markets in 2008 and 2009, may create uncertainty that could increase its cost of capital or impair its ability to access the capital markets, including the ability to draw on its bank credit facilities. Entergy and its subsidiaries are unable to predict the degree of success they will have in renewing or replacing their credit facilities as they come ~~u p~~up for ~~renewal.~~renewal, including the Entergy Corporation $3.5 billion revolving credit facility that expires in August 2012. Moreover, the size, terms, and covenants of any new credit facilities may not be comparable to, and may be more restrictive than, existing facilities. If Entergy and its subsidiaries are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities and/or bear an unfavorable cost of capital, which, in turn, could impact their ability to grow their businesses, decrease earnings, significantly reduce financial flexibility and/or limit Entergy Corporation's ability to sustain its current common stock dividend level.

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

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 each of Entergy Corporation and the Registrant Subsidiaries, including ~~the~~each Registrant’s regulatory framework, ability to ~~cover liquidity requirements, the availability of committed external credit support,~~recover costs and ~~Entergy Corporation's share repurchase program, dividend policy~~earn returns, diversification and ~~other commitments for capital.~~financial strength and liquidity. If one or more rating agencies downgrade Entergy Corporation's, any of the Utility operating companies', or System Energy's ratings, particularly below investment grade, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit 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. At December 31, ~~2010,~~2011, based on power prices at that time, Entergy had ~~credit~~liquidity exposure ~~of $14 million under the guarantees in place supp orting Entergy Nuclear Power Marketing (an~~for Entergy Wholesale Commodities ~~subsidiary)~~business transactions of $133 million under guarantees, $20 million of guarantees that

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support letters of credit, and $3$6 million of posted cash ~~collateral.~~collateral to the ISOs. As of December 31, ~~2010,~~2011 the ~~credit~~liquidity exposure associated with Entergy Wholesale Commodities assurance requirements could increase by ~~$123~~$132 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets. In the event of a decrease in Entergy Corporation's credit rating to below investment grade, based on power prices as of December 31, ~~2010,~~2011, Entergy would have been required to provide approximately ~~$78~~$44 million of additional cash or letters of credit under some of the agreements.

The construction of, and capital improvements to, power generation facilities involve substantial risks. Should construction or capital improvement efforts be unsuccessful, the financial ~~conditions,~~condition, 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. These variables include, but are not limited to, project management expertise and escalating costs for materials, labor and environmental compliance. Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as required under their contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs, downward changes in the economy, changes in law or regulation, including environmental compliance requirements, and other events beyond the control of the Utility operating companies or the Entergy Wholesale ~~C ommodities~~Commodities business may occur that may materially affect the schedule, cost and performance of these projects. 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, and as to the Entergy Wholesale Commodities business, 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.

The Utility operating companies, System Energy and the Entergy Wholesale Commodities 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 Entergy Wholesale Commodities 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 Entergy Wholesale Commodities business conduct their operations and make capital expenditures. These laws and regulations also affect how the Utility operating companies, System Energy and the Entergy Wholesale Commodities 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 ~~authoriti es~~authorities continually revise these laws and regulations, and the laws and regulations are subject to judicial interpretation and to the permitting 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. Violations of these requirements can subject the Utility operating companies, System Energy and the Entergy Wholesale Commodities 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 Entergy Wholesale Commodities business are subject to liability under

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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 Entergy Wholesale Commodities 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 have been released and may be subject to additional proceedings in the future. The Utility operating companies, System Energy and the Entergy Wholesale Commodities business have incurred and expect to incur significant costs related to environmental compliance.

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Emissions of nitrogen and sulfur oxides, mercury, particulates, and other regulated air contaminants from 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.~~regimes and the resulting need to shift course, both operationally and economically, depending on the nature of the changes. Risks relating to global climate change and initiatives to compel CO2 emission reductions are discussed below.

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, see the "Regulation of Entergy's Business – Environmental Regulation" section of Part I, Item 1.

The Utility operating companies, System Energy and the Entergy Wholesale Commodities business may incur substantial costs related to reliability standards.

Entergy's business is subject to extensive and mandatory reliability standards. Such standards, which are established by the North American Electric Reliability Corporation (NERC) and the SERC Reliability Corporation (SERC), are approved by the FERC and frequently are reviewed, amended and supplemented. Failure to comply with such standards could result in the imposition of fines or civil penalties, and potential exposure to third party claims for alleged violations of such standards. The standards, as well as the laws and regulations that govern them, are subject to judicial interpretation and to the enforcement discretion vested in the implementing agencies. In addition to exposure to civil penalties and fines, the Utility operating companies have incurred and expect to incur significant ~~c osts~~costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system. Entergy has notified the SERC of potential violations of certain NERC reliability standards, including certain Critical Infrastructure, Protection Facility Connection and System Protection Coordination standards. Entergy is working with the SERC to provide information concerning these potential violations. The changes to the reliability standards applicable to the electric power industry are ongoing, and Entergy cannot predict the ultimate effect that the reliability standards will have on its Utility and Entergy Wholesale Commodities business. Entergy has notified the SERC of potential violations of certain NERC reliability standards, including certain Critical Infrastructure Protection, Facilities Design, Connection and Maintenance, and System Protection and Control standards. Entergy is working with the SERC to provide information concerning these potential violations. In addition, FERC’s Division of Investigations is conducting an investigation of certain issues relating to the Utility operating companies compliance with certain Reliability Standards related to protective system maintenance, facility ratings and modeling, training, and communications.

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

The effects of weather and economic conditions and the related impact on electricity and gas usage, may materially ~~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), ~~lim its~~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 operating companies' financial condition, results of operations and liquidity.

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Industrial sales volume was depressed in the latter part of 2008 and through most of 2009, in part because the overall economy declined, with lower usage across the industrial sector affecting both the large customer industrial segment as well as small and mid-sized industrial customers. ~~Despite the apparently improving economic conditions in the service territories of the Utility operating companies since the fourth quarter 2009, it~~It is possible that continued or recurrent poor economic conditions ~~combined with increasing rates in certain of the Utility operating companies' service territories,~~ could result in slower or declining sales growth and increased bad debt expense, ~~relative to recent years,~~ which could materially ~~adversely~~ affect Entergy's and the Utility operating companies' results of operations, financial condition and liquidity.

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The effects of climate change and environmental and regulatory obligations intended to compel CO2 emission reductions could materially ~~adversely~~ affect the financial condition, results of operations and liquidity of Entergy and the Utility operating companies.

In an effort to address climate change concerns, Federal, state, and local authorities are calling for additional laws and regulations aimed at known or suspected causes of climate change. For example, in response to the United States Supreme Court's 2007 decision holding that the EPA has authority to regulate emissions of CO2 and other "greenhouse gases" under the Clean Air Act, the EPA, various environmental interest groups and other organizations are focusing considerable attention on CO2 emissions from power generation facilities and their potential role in climate change. In 2010, EPA promulgated its first regulations controlling greenhouse gas emissions from ~~cer tain~~certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units, and additional new source performance standards are expected to be proposed in 2012. Developing and implementing plans for compliance with CO2 emissions reduction requirements can lead to additional capital, personnel, and operation and maintenance expenditures and could significantly affect the economic position of existing facilities and proposed ~~projects.~~projects; moreover, long term planning to meet environmental requirements can be negatively impacted and costs may increase to the extent laws and regulations change prior to full implementation. Violations of such requirements may subject Entergy and the Utility operating companies to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs or operating restrictions to achieve compliance, ~~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. To the extent Entergy believes any of these costs are recoverable in rates, however, additional material rate increases for customers could be resisted by Entergy's regulators and, in extreme cases, Entergy's regulators might deny or defer timely recovery of these costs. Future changes in environmental regulation governing the emission of CO2 and other "greenhouse gases" could make some of Entergy's electric generating units uneconomical to maintain or operate, and could increase the difficulty that Entergy and its subsidiaries have with obtaining or maintaining required environmental regulatory approvals, which could also materially ~~adversely~~ affect the financial condition, results of operations and liquidity of Entergy and the Utility operating companies. In addition, ~~several~~multiple lawsuits currently are pending against emitters of greenhouse ~~gas es~~gases alleging that these companies are liable for personal injuries and property damage caused by climate change. These lawsuits seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, physical risks from climate change include an increase in sea level, wetland and barrier island erosion, risks of flooding and changes in weather conditions, such as changes in precipitation, average temperatures and potential increased impacts of extreme weather conditions or storms. Entergy subsidiaries own assets in, and serve, communities that are at risk from sea level rise, changes in weather conditions, storms and loss of the protection offered by coastal wetlands. A significant portion of the nation’s oil and gas infrastructure is located in these areas and susceptible to storm damage that could be aggravated by wetland and barrier island erosion, which ~~co uld~~could give rise to fuel supply interruptions and price spikes.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and transmission and distribution systems resulting in increased maintenance and capital costs (and potential increased financing needs), limits on the Entergy System's ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction. Also, to the extent that climate change adversely impacts the economic health of a region or results in energy conservation or demand side management programs, it may adversely impact customer demand and revenues. Such physical or operational risks could have a material ~~adverse~~ effect on Entergy's and the Utility operating companies' financial ~~c ondition,~~condition, results of operations and liquidity.

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Entergy and its subsidiaries may not be adequately hedged against changes in commodity prices, which could materially ~~adversely~~ affect Entergy's and its subsidiaries' results of operations, financial condition and liquidity.

To manage their near-term financial exposure related to commodity price fluctuations, Entergy and its subsidiaries, including the Utility operating companies and the Entergy Wholesale Commodities business, may enter into contracts to hedge portions of their purchase and sale commitments, fuel requirements and inventories of natural gas, uranium (and its conversion), coal, refined products, and other commodities, within established risk management guidelines. As part of this strategy, Entergy and its subsidiaries may utilize fixed- and variable-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, ~~Enter gy~~Entergy also elects to leave certain volumes during certain years unhedged. To the extent Entergy and its subsidiaries have unhedged positions, fluctuating commodity prices can materially ~~adversely~~ affect Entergy's and its subsidiaries' results of operations and financial position.

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 or letter of credit 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 the Entergy Wholesale Commodities business are exposed to the risk that counterparties may not meet their obligations, which may materially ~~adversely~~ affect the Utility operating companies and Entergy Wholesale Commodities.

The hedging and risk management practices of the Utility operating companies and the Entergy Wholesale Commodities business are exposed to the risk that counterparties that owe Entergy and its subsidiaries money, energy, or other commodities will not perform their obligations. Currently, some hedging agreements contain provisions that require the counterparties to provide credit support to secure their obligations to Entergy or its subsidiaries. If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries ~~might be forced to act on~~may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements or draw on the credit support provided by the counterparties, which credit support may not always be adequate to cover the related obligations. In such event, Entergy and its subsidiaries might incur losses in addition to amounts, if any, already paid to the counterparties. In addition, the credit commitments of Entergy's lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially ~~adversely~~ affect the adequacy of its liquidity sources.

The Wall Street Transparency and Accountability Act of 2010 and rules and regulations promulgated under the act may adversely affect the ability of the Utility operating companies and the Entergy Wholesale Commodities business to utilize certain commodity derivatives for hedging and mitigating commercial risk.

The Wall Street Transparency and Accountability Act of 2010, which was enacted on July 21, 2010 as part of the Dodd-Frank Act Wall Street Reform and Consumer Protection Act, and the rules and regulations to be promulgated under the act will impose governmental regulation on the over-the-counter derivative market, including the commodity swaps used by the Utility operating companies and the Entergy Wholesale Commodities business to hedge and mitigate commercial risk. Under the act, certain swaps will be subject to mandatory clearing and exchange trading requirements. Swap dealers and major participants in the swap market will be subject to capital, margin, registration, reporting, recordkeeping and business conduct requirements with respect to their swap activities. Position limits will also apply to ~~ce rtain~~certain swaps activities. The act requires the applicable regulators, which in the case of commodity swaps will be the Commodity Futures Trading Commission, to engage in substantial rulemaking in order to implement the provisions of the act and such rulemaking is not yet final. Both the Utility operating companies

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and the Entergy Wholesale Commodities business currently utilize commodity swaps to hedge and mitigate commodity price risk. It is not known whether the act and regulations promulgated under the act will have an adverse effect upon the market for the commodity swaps used by the Utility operating companies and the Entergy Wholesale Commodities business. However, to the extent that the act and regulations promulgated under the act have the effect of increasing the price of such commodity swaps or limiting or reducing the availability of such commodity swaps, whether through the imposition of additional capital, margin or compliance costs upon market participants or otherwise, the financial performance of the Utility operating companies and/or the Entergy Wholesale Commodities business may be adversely affected. ~~60;~~ To the extent that the Utility operating companies and the Entergy Wholesale Commodities business would be required to post margin in connection with existing or future commodity swaps in addition to any margin currently posted by such entities, such entities may need to secure additional sources of capital to meet such liquidity needs or cease utilizing such commodity swaps.

Market performance and other changes may decrease the value of benefit plan assets, which then could require 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 may increase the funding requirements relating to Entergy's benefit plan liabilities. The recent recession and volatility in the capital markets have affected the market value of these assets, which may affect Entergy's planned levels of contributions in the future. 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 ~~re lated~~related to the pension benefit plans can also increase as a result of changes in, among other factors, retirement rates, life expectancy assumptions, or Federal regulations. Guidance pursuant to the Pension Protection Act of 2006 rules, effective for the 2008 plan year and beyond, continues to evolve, be interpreted through technical corrections bills and discussed within the industry and by congressional lawmakers. Any changes to the Pension Protection Act of 2006 as a result of these discussions and efforts may affect the level of Entergy's pension contributions in the future. 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 financial statements.

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~~The 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~~including cyber attacks, and failures or ~~risk~~breaches of ~~war~~Entergy’s and its subsidiaries’ technology systems may adversely affect ~~Entergy's~~Entergy’s results of operations.

As power generators and distributors, Entergy and its subsidiaries face heightened risk of an act or threat of terrorism, including physical and cyber attacks, either as a direct act against one of Entergy's generation facilities, an act against the transmission and distribution infrastructure used to transport power ~~which~~that affects its ability to operate, or an act against the information technology systems and network infrastructure of Entergy and its subsidiaries.

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Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure. Despite the implementation of security measures by Entergy and its subsidiaries, all technology systems are vulnerable to disability, failures, or unauthorized access due to such activities. If Entergy’s or its subsidiaries’ technology systems were to fail or be breached and be unable to recover in a timely way, Entergy or its subsidiaries may be unable to fulfill critical business functions, and sensitive confidential and other data could be compromised.

If any such attacks, failures or breaches were to occur, Entergy's and the Utility operating companies’ business, financial condition, and results of operations could be materially ~~adversely~~ affected. The risk of such attacks, failures, or breaches also may cause Entergy and the Utility operating companies to incur increased capital and operating costs to implement increased security for its nuclear power plants and other facilities, such as additional physical facility security and additional security personnel, and for systems to protect its information technology and network infrastructure systems.

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 ~~posi tions~~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 is made to Note 3 to the financial statements.

Entergy and the Utility operating companies may be unable to satisfy the conditions or obtain the approvals to complete the transaction with ITC or such approvals may contain material restrictions or conditions.

See “Plan to Spin Off the Utility’s Transmission Business” in Entergy Corporation’s Management’s Financial Discussion and Analysis for a discussion of the agreements that Entergy entered in December 2011 to spin off its transmission business and merge it with a newly-formed subsidiary of ITC Holdings Corp. The consummation of the ITC transaction is subject to numerous conditions, including (i) consummation of certain transactions and financings contemplated by the Merger Agreement and the Separation Agreement (such as the separation of the Transmission Business conducted by the Utility operating companies, (ii) obtaining the required ITC shareholder approvals, and (iii) the receipt of certain regulatory approvals from governmental agencies necessary to consummate the ITC transaction, and that no such regulatory approvals impose a burdensome condition on ITC or Entergy as described in the Merger Agreement. Entergy can make no assurances that the ITC transaction will be consummated on the terms or timeline currently contemplated, or at all. Governmental agencies may not approve the ITC transaction or may impose conditions to the approval of the ITC transaction or require changes to the terms of the ITC transaction. Any such conditions or changes could have the effect of delaying completion of the ITC transaction, imposing costs on or limiting the revenues of Entergy or the Utility operating companies or otherwise reducing the anticipated benefits of the ITC transaction. Any condition or change could result in a burdensome condition on the Transmission Business or ITC under the Merger Agreement and might cause Entergy or ITC to abandon the ITC transaction. In addition, Entergy must pay its costs related to the ITC transaction including, legal, accounting, advisory, financing and filing fees and printing costs, whether the ITC transaction is completed or not. Any failure to consummate the ITC transaction as currently contemplated, or at all, could have a material effect on the business and results of operations of Entergy and the Utility operating companies and the trading price of Entergy Corporation’s common stock could be adversely affected.

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(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 liquidity.

Gas rates charged to retail gas 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 its 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 occurs. When purchased gas cost charges increase substantially ~~r eflecting~~reflecting higher gas procurement costs incurred by Entergy Gulf States Louisiana or Entergy New Orleans, customer usage may decrease, especially in weaker economic times, resulting in lower distribution charges for Entergy Gulf States Louisiana or Entergy New ~~Orleans.~~Orleans which could adversely affect results of operations.

(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.~~energy. 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 filed in October 2011 an application with the NRC for an extension of Grand Gulf’s operating license to 2045. The NRC accepted the filing in December 2011 and there is an expected NRC review period of 22 months before an order would be issued. 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 ~~Gran d~~Grand Gulf. For information regarding the Unit Power Sales Agreement and certain other

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agreements relating to the Entergy System companies' support of System Energy (including the Capital Funds Agreement), see 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.

(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, and on any applicable legal, regulatory, or contractual limitations on subsidiaries’ ability to pay such dividends or distributions. Provisions in the organizational documents, indentures for debt issuances, and other agreements of certain of Entergy Corporation's subsidiaries ~~re strict~~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 financial statements.

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If completed, the transaction with ITC may not achieve its anticipated results.

Entergy entered into the ITC transaction with the expectation that it would result in various benefits, including the receipt by Entergy’s shareholders of shares of ITC common stock as a result of the transaction. If the ITC transaction is consummated, it is possible that the full strategic, financial, operational and regulatory benefits to Entergy and its shareholders that Entergy expected would result from the ITC transaction may not be achieved or that such benefits may be delayed or not occur due to unforeseen changes in market, economic or regulatory conditions or other events. As a result, the aggregate market price of the common stock of Entergy Corporation and the shares of ITC common stock that shareholders of Entergy Corporation would receive in the ITC transaction could be less than the market price of Entergy Corporation’s common stock if the ITC transaction had not occurred.

ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2011			2010			2009
	(In Thousands)

OPERATING ACTIVITIES
Net income	$	108,729		$	85,377		$	79,367
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		93,119			89,875			86,872
Deferred income taxes, investment tax credits, and non-current taxes accrued		(3,443	)		48,744			15,923
Changes in assets and liabilities:
Receivables		5,488			(42,790	)		41,247
Fuel inventory		(35,621	)		(1,003	)		3,413
Accounts payable		(7,059	)		1,906			3,511
Taxes accrued		13,535			(12,817	)		1,779
Interest accrued		456			1,915			2,066
Deferred fuel costs		18,998			(76,064	)		77,932
Other working capital accounts		(27,480	)		46,101			(37,373	)
Provisions for estimated losses		(1,177	)		(1,937	)		4,446
Other regulatory assets		(83,399	)		(5,780	)		(43,807	)
Pension and other postretirement liabilities		39,183			(6,525	)		(6,786	)
Other assets and liabilities		(21,733	)		(6,895	)		(6,572	)
Net cash flow provided by operating activities		99,596			120,107			222,018

INVESTING ACTIVITIES
Construction expenditures		(165,998	)		(223,787	)		(130,907	)
Allowance for equity funds used during construction		7,755			6,655			2,964
Proceeds from sale of assets		868			3,951			-
Change in money pool receivable - net		-			31,435			(31,435	)
Changes in other investments - net		18			7,615			-
Payment to storm reserve escrow account		-			-			(175	)
Investments in affiliates		5,527			-			-
Other		-			35			80
Net cash flow used in investing activities		(151,830	)		(174,096	)		(159,473	)

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		268,418			76,727			147,996
Retirement of long-term debt		(180,000	)		(100,000	)		-
Change in money pool payable - net		(31,256	)		33,255			(66,044	)
Dividends paid:
Common stock		(3,300	)		(43,400	)		(51,300	)
Preferred stock		(2,828	)		(2,828	)		(2,828	)
Net cash flow provided by (used in) financing activities		51,034			(36,246	)		27,824

Net increase (decrease) in cash and cash equivalents		(1,200	)		(90,235	)		90,369

Cash and cash equivalents at beginning of period		1,216			91,451			1,082

Cash and cash equivalents at end of period	$	16		$	1,216		$	91,451

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$	49,192		$	51,250		$	47,007
Income taxes	$	22,094		$	16,401		$	23,478

See Notes to Financial Statements.

ENTERGY MISSISSIPPI, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
2010 2009 2008
(In Thousands)

OPERATING ACTIVITIES
Net income $ 83,687 $ 77,636 $ 59,710
Adjustments to reconcile net income to net cash flow provided by operating activities:
  Depreciation and amortization 89,875 86,872 83,297
  Deferred income taxes, investment tax credits, and non-current taxes accrued 48,744 15,923 32,031
  Changes in working capital:
    Receivables (40,053 ) 44,050 (46,490 )
    Fuel inventory (1,003 ) 3,413 1,078
    Accounts payable 1,906 3,511 3,950
    Taxes accrued (13,864 ) 707 4,858
    Interest accrued 1,915 2,066 1,919
    Deferred fuel costs (76,064 ) 77,932 (81,607 )
    Other working capital accounts 46,101 (37,373 ) 43,534
  Changes in provision for estimated losses (1,937 ) 4,446 (13,307 )
  Changes in other regulatory assets (5,780 ) (43,807 ) (98,387 )
  Changes in pension and other postretirement liabilities (6,525 ) (6,786 ) 61,277
  Other (6,895 ) (6,572 ) 28,137
Net cash flow provided by operating activities 120,107 222,018 80,000

INVESTING ACTIVITIES
Construction expenditures (223,787 ) (130,907 ) (156,224 )
Allowance for equity funds used during construction 6,655 2,964 2,966
Proceeds from sale of assets 3,951 - -
Change in money pool receivable - net 31,435 (31,435 ) 20,997
Changes in other investments - net 7,615 - -
Payment to storm reserve escrow account - (175 ) (944 )
Other 35 80 (84 )
Net cash flow used in investing activities (174,096 ) (159,473 ) (133,289 )

FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt 76,727 147,996 28,873
Retirement of long-term debt (100,000 ) - (30,000 )
Change in money pool payable - net 33,255 (66,044 ) 66,044
Dividends paid:
  Common stock (43,400 ) (51,300 ) (48,300 )
  Preferred stock (2,828 ) (2,828 ) (2,828 )
Net cash flow provided by (used in) financing activities (36,246 ) 27,824 13,789

Net increase (decrease) in cash and cash equivalents (90,235 ) 90,369 (39,500 )

Cash and cash equivalents at beginning of period 91,451 1,082 40,582

Cash and cash equivalents at end of period $ 1,216 $ 91,451 $ 1,082

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized $ 51,250 $ 47,007 $ 42,960
  Income taxes $ 16,401 $ 23,478 $ 1,055

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
ASSETS

	December 31,
	2011			2010
	(In Thousands)

CURRENT ASSETS
Cash and cash equivalents:
Cash	$	7		$	1,207
Temporary cash investments		9			9
Total cash and cash equivalents		16			1,216
Accounts receivable:
Customer		51,026			58,204
Allowance for doubtful accounts		(756	)		(985	)
Associated companies		51,329			52,946
Other		13,924			7,500
Accrued unbilled revenues		38,368			41,714
Total accounts receivable		153,891			159,379
Deferred fuel costs		-			3,157
Accumulated deferred income taxes		11,694			19,308
Fuel inventory - at average cost		42,499			6,878
Materials and supplies - at average cost		35,716			34,499
Prepayments and other		4,666			4,902
TOTAL		248,482			229,339

OTHER PROPERTY AND INVESTMENTS
Non-utility property - at cost (less accumulated depreciation)		4,725			4,753
Storm reserve escrow account		31,844			31,862
TOTAL		36,569			36,615

UTILITY PLANT
Electric		3,274,031			3,174,148
Property under capital lease		10,721			13,197
Construction work in progress		105,083			147,169
TOTAL UTILITY PLANT		3,389,835			3,334,514
Less - accumulated depreciation and amortization		1,210,092			1,166,463
UTILITY PLANT - NET		2,179,743			2,168,051

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Regulatory asset for income taxes - net		65,196			63,533
Other regulatory assets		393,387			253,231
Other		20,017			22,009
TOTAL		478,600			338,773

TOTAL ASSETS	$	2,943,394		$	2,772,778

See Notes to Financial Statements.

ENTERGY MISSISSIPPI, INC.

BALANCE SHEETS
ASSETS

December 31,
2010 2009
(In Thousands)

CURRENT ASSETS
Cash and cash equivalents:
  Cash $ 1,207 $ 1,147
  Temporary cash investments 9 90,304
    Total cash and cash equivalents 1,216 91,451
Accounts receivable:
  Customer 58,204 50,092
  Allowance for doubtful accounts (985 ) (1,018 )
  Associated companies 41,803 36,565
  Other 7,500 12,842
  Accrued unbilled revenues 41,714 41,137
    Total accounts receivable 148,236 139,618
Note receivable - Entergy New Orleans - 7,610
Deferred fuel costs 3,157 -
Accumulated deferred income taxes 19,308 294
Fuel inventory - at average cost 6,878 5,875
Materials and supplies - at average cost 34,499 37,979
Prepayments and other 4,902 2,820
TOTAL 218,196 285,647

OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity 5,535 5,535
Non-utility property - at cost (less accumulated depreciation) 4,753 4,864
Storm reserve escrow account 31,862 31,867
TOTAL 42,150 42,266

UTILITY PLANT
Electric 3,174,148 3,070,109
Property under capital lease 13,197 6,418
Construction work in progress 147,169 62,866
TOTAL UTILITY PLANT 3,334,514 3,139,393
Less - accumulated depreciation and amortization 1,166,463 1,115,756
UTILITY PLANT - NET 2,168,051 2,023,637

DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Regulatory asset for income taxes - net 63,533 59,006
  Other regulatory assets 253,231 251,407
Other 16,474 19,564
TOTAL 333,238 329,977

TOTAL ASSETS $ 2,761,635 $ 2,681,527

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
LIABILITIES AND EQUITY

	December 31,
	2011			2010
	(In Thousands)

CURRENT LIABILITIES
Currently maturing long-term debt	$	-		$	80,000
Accounts payable:
Associated companies		46,311			75,128
Other		41,489			53,417
Customer deposits		68,610			65,873
Taxes accrued		45,536			32,001
Interest accrued		21,550			21,094
Deferred fuel costs		15,841			-
System agreement cost equalization		-			36,650
Other		17,474			9,895
TOTAL		256,811			374,058

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued		672,129			680,467
Accumulated deferred investment tax credits		6,372			6,541
Obligations under capital lease		8,112			10,747
Other regulatory liabilities		-			262
Asset retirement cost liabilities		5,697			5,375
Accumulated provisions		38,289			39,466
Pension and other postretirement liabilities		144,088			104,912
Long-term debt		920,439			745,378
Other		5,370			22,086
TOTAL		1,800,496			1,615,234

Commitments and Contingencies

Preferred stock without sinking fund		50,381			50,381

COMMON EQUITY
Common stock, no par value, authorized 12,000,000
shares; issued and outstanding 8,666,357 shares in 2011 and 2010		199,326			199,326
Capital stock expense and other		(690	)		(690	)
Retained earnings		637,070			534,469
TOTAL		835,706			733,105

TOTAL LIABILITIES AND EQUITY	$	2,943,394		$	2,772,778

See Notes to Financial Statements.

ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
LIABILITIES AND EQUITY

December 31,
2010 2009
(In Thousands)

CURRENT LIABILITIES
Currently maturing long-term debt $ 80,000 $ -
Accounts payable:
Associated companies 75,128 58,421
Other 53,417 31,176
Customer deposits 65,873 62,316
Taxes accrued 27,739 41,603
Interest accrued 21,094 19,179
Deferred fuel costs - 72,907
System agreement cost equalization 36,650 -
Other 9,895 5,399
TOTAL 369,796 291,001

NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued 680,467 603,651
Accumulated deferred investment tax credits 6,541 7,514
Obligations under capital lease 10,747 4,949
Other regulatory liabilities 262 2,905
Asset retirement cost liabilities 5,375 5,071
Accumulated provisions 39,466 41,403
Pension and other postretirement liabilities 104,912 111,437
Long-term debt 745,378 845,304
Other 22,086 29,146
TOTAL 1,615,234 1,651,380

Commitments and Contingencies

Preferred stock without sinking fund 50,381 50,381

COMMON EQUITY
Common stock, no par value, authorized 12,000,000
shares; issued and outstanding 8,666,357 shares in 2010 and 2009 199,326 199,326
Capital stock expense and other (690 ) (690 )
Retained earnings 527,588 490,129
TOTAL 726,224 688,765

TOTAL LIABILITIES AND EQUITY $ 2,761,635 $ 2,681,527

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2011, 2010, and 2009

	Common Equity
	Common Stock		Capital Stock Expense and Other			Retained Earnings			Total
	(In Thousands)

Balance at December 31, 2008	$	199,326	$	(690	)	$	470,081		$	668,717
Net income		-		-			79,367			79,367
Common stock dividends		-		-			(51,300	)		(51,300	)
Preferred stock dividends		-		-			(2,828	)		(2,828	)
Balance at December 31, 2009	$	199,326	$	(690	)	$	495,320		$	693,956
Net income		-		-			85,377			85,377
Common stock dividends		-		-			(43,400	)		(43,400	)
Preferred stock dividends		-		-			(2,828	)		(2,828	)
Balance at December 31, 2010	$	199,326	$	(690	)	$	534,469		$	733,105
Net income		-		-			108,729			108,729
Common stock dividends		-		-			(3,300	)		(3,300	)
Preferred stock dividends		-		-			(2,828	)		(2,828	)
Balance at December 31, 2011	$	199,326	$	(690	)	$	637,070		$	835,706

See Notes to Financial Statements.

ENTERGY MISSISSIPPI, INC.

STATEMENTS OF CHANGES IN COMMON EQUITY
For the Years Ended December 31, 2010, 2009, and 2008

Common Equity
Common Stock Capital Stock Expense and Other Retained Earnings Total
(In Thousands)

Balance at December 31, 2007 $ 199,326 $ (690 ) $ 458,039 $ 656,675
Net income - - 59,710 59,710
Common stock dividends - - (48,300 ) (48,300 )
Preferred stock dividends - - (2,828 ) (2,828 )
Balance at December 31, 2008 $ 199,326 $ (690 ) $ 466,621 $ 665,257
Net income - - 77,636 77,636
Common stock dividends - - (51,300 ) (51,300 )
Preferred stock dividends - - (2,828 ) (2,828 )
Balance at December 31, 2009 $ 199,326 $ (690 ) $ 490,129 $ 688,765
Net income - - 83,687 83,687
Common stock dividends - - (43,400 ) (43,400 )
Preferred stock dividends - - (2,828 ) (2,828 )
Balance at December 31, 2010 $ 199,326 $ (690 ) $ 527,588 $ 726,224

See Notes to Financial Statements.

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ENTERGY MISSISSIPPI, INC.
SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2011		2010		2009		2008		2007
	(In Thousands)

Operating revenues	$	1,266,470	$	1,232,922	$	1,180,107	$	1,464,699	$	1,374,011
Net Income	$	108,729	$	85,377	$	79,367	$	61,264	$	72,853
Total assets	$	2,943,394	$	2,772,778	$	2,689,933	$	2,533,746	$	2,389,355
Long-term obligations (1)	$	978,932	$	806,506	$	900,634	$	752,129	$	753,453

(1) Includes long-term debt (excluding currently maturing debt), noncurrent capital lease obligations, and preferred stock without sinking fund.

		2011		2010		2009		2008		2007
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$	490	$	509	$	467	$	556	$	500
Commercial		401		406		395		482		428
Industrial		146		145		147		199		185
Governmental		37		38		37		44		40
Total retail		1,074		1,098		1,046		1,281		1,153
Sales for resale:
Associated companies		104		55		52		96		140
Non-associated companies		27		33		28		36		33
Other		61		47		54		52		48
Total	$	1,266	$	1,233	$	1,180	$	1,465	$	1,374
Billed Electric Energy Sales (GWh):
Residential		5,848		6,077		5,358		5,354		5,474
Commercial		4,985		5,000		4,756		4,841		4,872
Industrial		2,326		2,250		2,178		2,565		2,771
Governmental		415		416		405		411		421
Total retail		13,574		13,743		12,697		13,171		13,538
Sales for resale:
Associated companies		431		268		198		534		1,025
Non-associated companies		332		402		330		401		468
Total		14,337		14,413		13,225		14,106		15,031

ENTERGY MISSISSIPPI, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

2010 2009 2008 2007 2006
(In Thousands)

Operating revenues $ 1,230,185 $ 1,177,304 $ 1,462,182 $ 1,372,802 $ 1,450,008
Net Income $ 83,687 $ 77,636 $ 59,710 $ 72,106 $ 52,285
Total assets $ 2,761,635 $ 2,681,527 $ 2,528,143 $ 2,386,269 $ 2,440,891
Long-term obligations (1) $ 806,506 $ 900,634 $ 752,129 $ 753,453 $ 845,568

(1) Includes long-term debt (excluding currently maturing debt), noncurrent capital lease obligations, and preferred stock without sinking fund.

2010 2009 2008 2007 2006
(Dollars In Millions)
Electric Operating Revenues:
  Residential $ 509 $ 467 $ 556 $ 500 $ 568
  Commercial 406 395 482 428 484
  Industrial 145 147 199 185 236
  Governmental 38 37 44 40 45
     Total retail 1,098 1,046 1,281 1,153 1,333
  Sales for resale:
     Associated companies 52 49 93 139 43
     Non-associated companies 33 28 36 33 37
  Other 47 54 52 48 37
     Total $ 1,230 $ 1,177 $ 1,462 $ 1,373 $ 1,450
Billed Electric Energy Sales (GWh):
  Residential 6,077 5,358 5,354 5,474 5,387
  Commercial 5,000 4,756 4,841 4,872 4,746
  Industrial 2,250 2,178 2,565 2,771 2,927
  Governmental 416 405 411 421 417
     Total retail 13,743 12,697 13,171 13,538 13,477
  Sales for resale:
     Associated companies 268 198 534 1,025 469
     Non-associated companies 402 330 401 468 431
     Total 14,413 13,225 14,106 15,031 14,377

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ENTERGY NEW ORLEANS, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Plan to Spin Off the Utility’s Transmission Business

See the “Plan to Spin Off the Utility’s Transmission Business” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for a discussion of this matter, including the planned retirement of debt and preferred securities.

Results of Operations

Net Income

2011 Compared to 2010

Net income increased $4.9 million primarily due to lower other operation and maintenance expenses, lower taxes other than income taxes, a lower effective income tax rate, and lower interest expense, partially offset by lower net revenue.

2010 Compared to 2009

Net income remained relatively unchanged, ~~decreasing $0.02~~increasing $0.6 million, primarily due to higher net revenue and lower interest expense, almost entirely offset by higher other operation and maintenance expenses, higher taxes other than income taxes, lower other income, and higher depreciation and amortization ~~expenses, almost entirely offset by higher net revenue and lower interest expense.~~

~~2009 Compared to 2008~~

~~Net income decreased $3.9 million primarily due to lower net revenue and lower other income, partially offset by lower interest expense and a lower effective income tax rate.~~expenses.

Net Revenue

2011 Compared to 2010

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 2011 to 2010.

		Amount
		(In Millions)

2010 net revenue		$272.9
Retail electric price		(16.9)
Net gas revenue		(9.1)
Gas cost recovery asset		(3.0)
Volume/weather		5.4
Other		(2.3)
2011 net revenue		$247.0

The retail electric price variance is primarily due to formula rate plan decreases effective October 2010 and October 2011. See Note 2 to the financial statements for a discussion of the formula rate plan filing.

The net gas revenue variance is primarily due to milder weather in 2011 compared to 2010.

The gas cost recovery asset variance is primarily due to the recognition in 2010 of a $3 million gas operations regulatory asset associated with the settlement of Entergy New Orleans’s electric and gas formula rate plan case and the amortization of that asset. See Note 2 to the financial statements for additional discussion of the formula rate plan settlement.

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The volume/weather variance is primarily due to an increase in electricity usage in the residential and commercial sectors due in part to a 4% increase in the average number of residential customers and a 3% increase in the average number of commercial customers, partially offset by the effect of less favorable weather on residential sales.

Gross operating revenues

Gross operating revenues decreased primarily due to:

·	a decrease of $16.2 million in electric fuel cost recovery revenues due to lower fuel rates;

·	a decrease of $15.4 million in gross gas revenues primarily due to lower fuel cost recovery revenues as a result of lower fuel rates and the effect of milder weather; and

·	formula rate plan decreases effective October 2010 and October 2011, as discussed above.

The decrease was partially offset by an increase in gross wholesale revenue due to increased sales to affiliated customers and more favorable volume/weather, as discussed above.

2010 Compared to 2009

		Amount
		(In Millions)

2009 net revenue		$243.0
Volume/weather		17.0
Net gas revenue		14.2
Effect of 2009 rate case settlement		(6.6)
Other		~~5.1~~5.3
2010 net revenue		$~~272.7~~272.9

The volume/weather variance is primarily due to an increase of 348 GWh, or 7%, in billed retail electricity usage primarily due to more favorable weather compared to last year.

The net gas revenue variance is primarily due to more favorable weather compared to last year, along with the recognition of a gas regulatory asset associated with the settlement of Entergy New Orleans’s electric and gas formula rate plans. See Note 2 to the financial statements for further discussion of the formula rate plan settlement.

The effect of 2009 rate case settlement variance results from the April 2009 settlement of Entergy New Orleans’s rate case, and includes the effects of realigning non-fuel costs associated with the operation of Grand Gulf from the fuel adjustment clause to electric base rates effective June 2009. See Note 2 to the financial statements for further discussion of the rate case settlement.

Other Income Statement Variances

2011 Compared to 2010

Other operation and maintenance expenses decreased primarily due to the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’s 2010 test year formula rate plan filing approved by the City Council in September 2011 and a decrease of $8.0 million in fossil-fueled generation expenses due to higher plant outage costs in 2010 due to a greater scope of work at the Michoud plant. See Note 2 to the financial statements for more discussion of the 2010 test year formula rate plan filing.

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Management’s Financial Discussion and Analysis

~~2009 Compared~~

Taxes other than income taxes decreased primarily due to ~~2008~~a decrease in local franchise taxes resulting from lower electric and gas retail revenues as compared with the same period in 2010.

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. Following is an analysisInterest expense decreased primarily due to the repayment in May 2010 of the ~~change in net revenue comparing 2009~~notes payable issued to ~~2008.~~

		~~Amount~~
		~~(In Millions)~~

~~2008 net revenue~~		~~$252.7~~
~~Effect of rate case settlement~~		~~(14.4)~~
~~Price applied to unbilled sales~~		~~(4.1)~~
~~Volume/weather~~		~~9.2~~
~~Other~~		~~(0.4)~~
~~2009 net revenue~~		~~$243.0~~

~~The effect of rate case settlement variance results from the April 2009 settlement~~affiliates as part of Entergy New Orleans’s ~~rate case,~~plan of reorganization and ~~includes~~ the ~~effects~~repayment, at maturity, of ~~realigning non-fuel costs associated with the operation~~$30 million of ~~Grand Gulf from the fuel adjustment clause to electric base rates effective June 2009. See Note 2 to the financial statements for further discussion of the rate case settlement.~~

~~The price applied to unbilled sales variance results from a decline~~4.98% Series first mortgage bonds in ~~natural gas and purchased power prices.~~

The volume/weather variance is primarily due to an increase in electricity usage in the service territory, and more favorable weather in 2009 compared to the same period in 2008. Entergy New Orleans estimates that approximately 150,000 electric customers and 96,000 gas customers have returned since Hurricane Katrina and are taking service as of December 31, 2009, compared to approximately 141,000 electric customers and 93,000 gas customers as of December 31, 2008. Billed retail electricity usage increased a total of 238 GWh compared to the same period in 2008, an increase of 5.3%.

~~Gross operating revenues and fuel and purchased power expenses~~

~~Gross operating revenues decreased primarily due to:~~

·	~~a decrease of $107.5 million in electric fuel cost recovery revenues due to lower fuel rates offset by higher electricity usage;~~

·	~~a decrease of $74.8 million in gross wholesale revenue due to a decrease in the average price of energy available for resale sales; and~~

·	~~a decrease of $37 million in gross gas revenues primarily due to lower fuel cost recovery revenues.~~

~~Fuel and purchased power expenses decreased primarily due to decreases in the average market prices of natural gas and purchased power, partially offset by an increase in demand.~~

~~Other Income Statement Variances~~July 2010.

2010 Compared to 2009

Other operation and maintenance expenses increased primarily due to:

·	an increase of $15.1 million in fossil expenses due to higher outage expenses compared to prior year;

·	an increase of $2.2 million in distribution expenses primarily due to increases in vegetation maintenance, overhead and underground inspections, and substation maintenance and repairs; and

an increase of $1.9 million in compensation and benefits costs, resulting from decreasing discount rates, the amortization of benefit trust asset losses, and an increase in the accrual for incentive-based compensation. See Note 11 to the financial statements for further discussion of benefits ~~costs; and~~costs.

·	~~an increase of $1.9 million primarily due to higher transmission equalization expenses in 2010.~~

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~~Management’s Financial Discussion and Analysis~~

Taxes other than income taxes increased primarily due to an increase in ad valorem taxes as a result of higher millage rates and an increase in local franchise taxes resulting from higher electric and gas retail revenues as compared with the same period in 2009.

Depreciation and amortization expenses increased primarily due to an increase in plant in service.

Other income decreased primarily due to carrying costs on Hurricane Gustav and Hurricane Ike storm restoration costs recorded in 2009.

Interest expense decreased primarily due to a decrease in the interest rate on notes payable issued to affiliates as part of Entergy New Orleans’s plan of reorganization, in addition to the repayment of those notes in May 2010 and the repayment, at maturity, of $30 million of 4.98% Series first mortgage bonds in July 2010.

~~2009 Compared to 2008~~

~~Other income decreased primarily due to a decrease in the interest rate earned on money pool investments.~~

~~Interest and other charges decreased primarily due to a decrease in the interest rate on notes payable issued to affiliates as part of Entergy New Orleans’s plan of reorganization.~~

Income Taxes

The effective income tax rates for 2011, 2010, and 2009 ~~and 2008~~ were 30.6%, 34.8%, ~~33.6%,~~ and ~~39.7%~~33.5%, respectively. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax ~~rate.~~rates.

Hurricane Katrina

In August 2005, Hurricane Katrina caused catastrophic damage to Entergy New Orleans’s 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.territory. Entergy pursued a broad range of initiatives to recover storm restoration and business continuity ~~costs. Initiatives included obtaining reimbursement of certain~~ costs, ~~covered by insurance,~~including obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Ri ta, and pursuing recovery through existing or new rate mechanisms regulated by the FERC and the City Council. Entergy New Orleans substantially completed its insurance recoveries related to Hurricane ~~Katrina in 2009.~~Katrina.

Community Development Block Grant (CDBG)

In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that included CDBG funding that allowed state and local leaders to fund individual recovery priorities. 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’s estimated costs of $465 million for its gas system rebuild (which is discussed below). Entergy New Orleans received $180.8 million of CDBG funds in 2007 and $19.2 million in 2010.

~~Rate and Storm-related Riders Filings~~

~~See~~ ~~“Formula Rate Plans and Storm-related Riders” below for a discussion of Entergy New Orleans’s June 2006 formula rate plan filings and request to implement two storm-related riders filed with the City Council.~~

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~~Management’s Financial Discussion and Analysis~~

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 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 portions of that system over time, earlier

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Entergy New Orleans, Inc.

Management’s Financial Discussion and Analysis

than otherwise would be expected, with the project extending many years into the future. Entergy New Orleans received insurance proceeds for a portion of the estimated future construction expenditures associated with rebuilding its gas system, and the October 2006 City Council resolution approving the settlement of Entergy New Orleans’s rate and storm-cost ~~reco very~~recovery filings requires Entergy New Orleans to record those proceeds in a designated sub-account of other deferred credits until the proceeds are spent on the rebuild project. This other deferred credit is shown as “Gas system rebuild insurance proceeds” on Entergy New Orleans’s 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’s 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. Included in the terms in the plan of reorganization Entergy New Orleans issued notes to ~~affilia tes.~~affiliates. Entergy New Orleans repaid, at maturity in May 2010, these notes that represented affiliate prepetition accounts payable (approximately $74 million, including interest), including its indebtedness to the Entergy System money pool.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009 were as follows:

		2010	2009	2008		2011	2010	2009
		(In Thousands)				(In Thousands)

Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$191,191	$137,444	$92,010	Cash and cash equivalents at beginning of period	$54,986	$191,191	$137,444

Cash flow provided by (used in):	Cash flow provided by (used in):				Cash flow provided by (used in):
	Operating activities	48,965	148,556	87,182	Operating activities	44,927	48,965	148,556
	Investing activities	(31,561)	(59,848)	(9,777)	Investing activities	(46,019)	(31,561)	(59,848)
	Financing activities	(153,609)	(34,961)	(31,971)	Financing activities	(44,060)	(153,609)	(34,961)
	Net increase (decrease) in cash and cash equivalents	(136,205)	53,747	45,434	Net increase (decrease) in cash and cash equivalents	(45,152)	(136,205)	53,747

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$54,986	$191,191	$137,444	Cash and cash equivalents at end of period	$9,834	$54,986	$191,191

Operating Activities

Net cash flow provided by operating activities was relatively flat in 2011 as the receipt of $19.2 million of Community Development Block Grant funds in 2010 related to Hurricane Katrina costs was offset by a decrease of $28.8 million in income tax payments in 2011. The decrease in income tax payments is in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The decrease results from lower 2010 taxable income from what was estimated due to revised bonus depreciation deduction and additional repair expenses for tax purposes associated with the tax accounting method change filed in 2010.

Net cash flow provided by operating activities decreased $99.6 million in 2010 primarily due to income tax payments of $68.2 million made in 2010 compared to refunds of $22.1 million received in 2009 and an increase in pension contributions of $11.9 million. In 2010, Entergy New Orleans made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement. The payments ~~result~~resulted from the reversal of temporary differences for which Entergy New Orleans previously received cash tax benefits and from estimated federal income tax payments for tax year 2010. See “MANAGEMENT’S

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Entergy New Orleans, Inc.

Management’s Financial Discussion and Analysis

FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates” below for a discussion of ~~quali fied~~qualified pension and other postretirement benefits. The decrease was partially offset by the receipt of $19.2 million of Community Development Block Grant funds, as discussed above.

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~~Management’s Financial Discussion and Analysis~~

~~Net cash provided by operating activities increased $61.4 million in 2009 primarily due to:~~Investing Activities

·	~~the timing of collection of receivables from customers;~~

·	~~income tax refunds of $22.1 million in 2009 compared to income tax payments of $5.8 million in 2008; and~~

·	~~increased recovery of deferred fuel costs.~~

Net cash flow used in investing activities increased $14.5 million in 2011 primarily due to money pool activity and a withdrawal in 2010 from the storm escrow account related to Hurricane Gustav costs. The increase was partially offset by a decrease in construction expenditures due to decreased spending on the ~~timing~~gas system rebuild project and System Fuels repayment of ~~payments to vendors.~~Entergy New Orleans’s $3.3 million investment in System Fuels.

~~Investing Activities~~Decreases in Entergy New Orleans’s receivable from the money pool are a source of cash flow, and Entergy New Orleans’s receivable from the money pool decreased $12.7 million in 2011 compared to decreasing $44.3 million in 2010. The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Net cash flow used in investing activities decreased $28.3 million in 2010 primarily due to money pool activity and a withdrawal from the storm escrow account that was related to Hurricane Gustav costs, partially offset by:

·	higher fossil construction expenses primarily due to current year outages and the Michoud 3 generator rewind project;

·	higher distribution construction expenditures primarily due to increased reliability work; and

·	a decrease in Hurricane Katrina insurance proceeds received in 2010 as compared to 2009.

Decreases in Entergy New Orleans’s receivable from the money pool are a ~~sources~~source of cash flow, and Entergy New Orleans’s receivable from the money pool decreased $44.3 million in 2010 compared to increasing $6.1 million in 2009. ~~The money pool is an inter-company borrowing arrangement designed to reduce Entergy’s subsidiaries’ need for external short-term borrowings.~~

Net cash used in investing activities increased $50.1 million in 2009 primarily due to a decrease in Hurricane Katrina insurance proceeds received in 2009 as compared to 2008, partially offset by storm restoration spending in 2008 related to Hurricane Gustav.

Financing Activities

Net cash flow used in financing activities decreased $109.5 million in 2011 primarily due to the repayment in 2010 of $74.3 million of affiliate notes payable that were issued to affiliates as part of Entergy New Orleans’s plan of reorganization, the repayment, at maturity, of $30 million of 4.98% Series first mortgage bonds in July 2010, and the repayment of $25 million of 6.75% Series first mortgage bonds in December 2010, offset by the issuance of $25 million of 5.10% Series first mortgage bonds in November 2010.

Net cash flow used in financing activities increased $118.6 million in 2010 primarily due to:

·	the repayment of $74.3 million of affiliate notes payable in May 2010;

·	the repayment, at maturity, of $30 million of 4.98% Series first mortgage bonds in July 2010;

·	the repayment of $25 million of 6.75% Series first mortgage bonds in December 2010; and

·	an increase of $14.1 million in dividends paid on common stock.

The increase was partially offset by the issuance of $25 million of 5.10% Series first mortgage bonds in November 2010.

Net cash used in financing activities increased $3.0 million primarily due to $32.9 million of dividends paid on common stock in 2009, partially offset by the redemption, at maturity, of $30 million of 3.875% Series First Mortgage Bonds in August 2008.

See Note 5 to the financial statements for details on long-term debt.

~~336~~348

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Entergy New Orleans, Inc.

Management’s Financial Discussion and Analysis

Capital Structure

Entergy New Orleans’s capitalization is balanced between equity and debt as shown in the following table. ~~The decrease in the debt to capital ratio is primarily due to the repayment of affiliate notes payable in May 2010 and the repayment of first mortgage bonds in July 2010.~~

	December 31, 2010	December 31, 2009	December 31, 2011	December 31, 2010

Debt to capital	44.2%	54.4%	45.3%	44.6%
Effect of subtracting cash	(9.5)%	(28.2)%	(1.5)%	(9.5)%
Net debt to net capital	34.7%	26.2%	43.8%	35.1%

Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable and long-term debt, including the currently maturing portion. Capital consists of debt and equity. Net capital consists of capital less cash and cash equivalents. Entergy New Orleans 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 New Orleans’s financial condition.

Uses of Capital

Entergy New Orleans requires capital resources for:

·	construction and other capital investments;

·	working capital purposes, including the financing of fuel and purchased power costs;

·	debt and preferred stock maturities or retirements; and

·	dividend payments.

Following are the amounts of Entergy New Orleans’s planned construction and other capital investments and existing debt and lease obligations (includes estimated interest payments):

	2011	2012-2013	2014-2015	After 2015	Total	2012	2013-2014	2015-2016	After 2016	Total
	(In Millions)					(In Millions)
Planned construction and capital investment (1):	Planned construction and capital investment (1):					Planned construction and capital investment (1):
Generation	$41	$8	N/A	N/A	$49	$8	$33	N/A	N/A	$41
Transmission	3	5	N/A	N/A	8	7	10	N/A	N/A	17
Distribution	23	48	N/A	N/A	71	28	52	N/A	N/A	80
Other	20	41	N/A	N/A	61	21	45	N/A	N/A	66
Total	$87	$102	N/A	N/A	$189	$64	$140	N/A	N/A	$204
Long-term debt (2)	$9	$86	$11	$150	$256	$9	$83	$11	$143	$246
Operating leases	$1	$3	$2	$1	$7	$2	$3	$2	$-	$7
Purchase obligations (3)	$172	$331	$298	$1,625	$2,426	$179	$329	$319	$1,627	$2,454

~~Defined Contribution Restoration Plan~~

447

Name
(a)

Executive
Contributions in
2010
(b)

Registrant
Contributions in
2010
(c)

Aggregate
Earnings in
2010 (1)
(d)

Aggregate
Withdrawals/
Distributions
(e)

Aggregate
Balance at
December 31,
2010
(f)

J. Wayne Leonard $ - $ - ($22,567)
$ -
$210,098

Table of Contents

~~(1)~~

~~Amounts in this column are not included in the Summary Compensation Table.~~

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~~Named Executive Officers would have received if his employment with ~~each executive. The~~Entergy had been terminated under various scenarios as of December 31, 2011. For purposes of these tables, ~~assume~~ the ~~separation~~assumed stock price was ~~effective~~$73.05, the closing market price on December ~~31, 2010,~~30, 2011, the last business day of the ~~last~~most recently ended fiscal ~~year, and the stock price of Entergy Corporation common stock is $70.83, which was the closing market price on such date.~~year.

~~436~~

~~Table of Contents~~

Theodore H. Bunting, Jr

Senior Vice President, Chief Accounting Officer

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Senior Vice President, Chief Accounting Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $1,121,434
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $94,440 $94,440 $141,660 $141,660
2010-2012 Performance Unit Program --- --- --- --- $51,942 $51,942 $155,826 $155,826
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $23,730
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

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(8)	Termination Related to a Change in Control
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(8)	Termination Related to a Change in Control

Severance Payment(2)	---	---	---	---	---	---	---	$1,149,469
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	---	$107,164	$107,164	$160,710	$160,710
2011-2013 Performance Unit Program	---	---	---	---	$60,851	$60,851	---	$127,838
Unvested Stock Options(4)	---	---	---	---	$1,768	$1,768	---	$1,768
Unvested Restricted Stock(5)	---	---	---	---	$41,398	$41,398	---	$134,191

Medical and Dental Benefits(6)	---	---	---	---	---	---	---	$25,686
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

(1)

In addition to the payments and benefits in the table, if Mr. Bunting's employment were terminated under certain conditions relating to a change in control, Mr. Bunting also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see ~~"2010~~"2011 Pension Benefits." If Mr. Bunting's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.

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Table of Contents

(2)	In the event of a qualifying termination related to a change in control, Mr. Bunting would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to the product of two times the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 60% target opportunity and a base salary of ~~$350,448~~$359,209 was assumed.
(3)	In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. Bunting would have been entitled, ~~to receive~~ pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. Bunting's ~~awards were~~award was calculated as follows: ~~2009 - 2011 Plan – 2,000 performance units at target, assuming a stock price of $70.83~~ 2010 - 2012 Plan – 2,200 performance units at target, assuming a stock price of ~~$70.83~~$73.05 ~~With~~ In the event of a qualifying termination related to a change in control, Mr. Bunting would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Bunting’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (2,100 units) and the 2008-2010 Performance Unit Program (1,400 units) and multiplying the average number of units (1,750 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $127,838 for the forfeited performance units. In the event of Mr. Bunting’s death or disability ~~the award is~~not related to a change in control, Mr. Bunting would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Bunting's awards were calculated as follows: 2010 - 2012 Plan – 1,467 (2,200 * 24/36) performance units at target, assuming a stock price of $73.05 2011 - 2013 Plan – 833 (2,500 *12/36) performance units at target, assuming a stock price of $73.05
(4)	In the event of his death, disability or a change in control, all of Mr. Bunting's unvested stock options granted prior to December 30, 2010 would immediately vest. In the event of his death, disability or qualifying termination related to a change in control, all of Mr. Bunting’s unvested stock options granted on or after December 30, 2010 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. Bunting exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the applicable exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Bunting’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. Bunting’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.

~~437~~449

Table of Contents

(5)	In the event of his death or disability, Mr. Bunting would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. Bunting would immediately vest in all unvested restricted stock.
(6)	Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Bunting would be eligible to receive ~~Company- subsidized~~Entergy-subsidized COBRA benefits for 18 months.
~~(6)~~(7)	As of December 31, ~~2010,~~2011, compensation and benefits available to Mr. Bunting under this scenario are substantially the same as available with a voluntary resignation. As of December 31, 2011, Mr. Bunting is not retirement eligible.
~~(7)~~(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance ~~payments.~~payment upon a change in control.
~~(8)~~(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

~~E. Renae Conley~~

~~Executive Vice President, Human Resources & Administration~~

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Executive Vice President, Human Resources & Administration would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2010:

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $1,360,000
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $94,440 $94,440 $141,660 $141,660
2010-2012 Performance Unit Program --- --- --- --- $51,942 $51,942 $155,826 $155,826
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $7,896
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

~~(1)~~	In addition to the payments and benefits in the table, if Ms. Conley's employment were terminated under certain conditions relating to a change in control, Ms. Conley also would have been entitled to receive her vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see "2010 Pension Benefits." If Ms. Conley’s employment were terminated for cause, she would forfeit her benefit under the System Executive Retirement Plan.
~~(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 the sum of her base salary plus annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 60% target opportunity and a base salary of $425,000 was assumed.
~~(3)~~	In the event of a termination related to a change in control, Ms. Conley would have been entitled to receive pursuant to the 2007 Equity Ownership Plan a lump sum payment relating to her performance units under the Performance Unit Program. 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 Ms. Conley’s awards were calculated as follows: ~~2009 - 2011 Plan – 2,000 performance units at target, assuming a stock price of $70.83~~ ~~2010 - 2012 Plan – 2,200 performance units at target, assuming a stock price of $70.83~~ 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.

~~438~~450

Table of Contents

~~(4)~~	In the event of death, disability or 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, 2010, and the applicable exercise price of each option share. As of December 31, 2010, the exercise price for all of Ms. Conley’s unvested options exceeded the closing stock price and accordingly, no amounts are reported in the table with respect to the accelerated vesting of Ms. Conley’s stock options.
~~(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 Company- subsidized COBRA benefits for 18 months.
~~(6)~~	~~As of December 31, 2010, compensation and benefits available to Ms. Conley under this scenario are substantially the same as available with a voluntary resignation.~~
~~(7)~~	Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of the Company and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: ·~~All unvested stock options would become immediately exercisable; and~~ ·~~Severance benefits in place of performance units become payable as described in footnote 3 above~~ The 2007 Equity Ownership Plan was amended in December 2010 so that Awards granted after December 30, 2010 require an involuntary termination in order to accelerate vesting or trigger severance payments.
~~(8)~~	~~In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax gross-ups.~~

Leo P. Denault

Executive Vice President and Chief Financial Officer

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Executive Vice President and Chief Financial Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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
(9)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- $3,202,290 --- --- --- --- $3,202,290
Performance Units: (3)
2009-2011 Performance Unit Program --- --- $371,858 --- $371,858 $371,858 --- $371,858
2010-2012 Performance Unit Program --- --- $371,858 --- $371,858 $371,858 --- $371,858
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Unvested Restricted Units (5) --- --- $1,699,920 --- $1,699,920 $1,699,920 --- $1,699,920
COBRA Benefits (6) --- --- $13,962 --- --- --- --- ---
Medical and Dental Benefits (7) --- --- --- --- --- --- --- $13,962
280G Tax Gross-up (10) --- --- --- --- --- --- --- ---

Benefits and Payments Upon Termination(1)	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause	Retirement(9)	Disability	Death	Change in Control(10)	Termination Related to a Change in Control
Benefits and Payments Upon Termination(1)	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause	Retirement(9)	Disability	Death	Change in Control(10)	Termination Related to a Change in Control
Severance Payment(2)	---	---	$3,330,382	---	---	---	---	$3,330,382
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	$306,810	---	$306,810	$306,810	---	$306,810
2011-2013 Performance Unit Program	---	---	$306,810	---	$306,810	$306,810	---	$306,810
Unvested Stock Options(4)	---	---	$6,500	---	$6,500	$6,500	---	$6,500
Unvested Restricted Stock(5)	---	---	$383,402	---	$383,402	$383,402	--	$383,402
Unvested Restricted Units(6)	---		$1,168,800	---	$1,168,800	$1,168,800	--	$1,168,800

COBRA Benefits(7)	---	---	$25,686	---	---	---	---	---
Medical and Dental Benefits(8)	---	---	---	---	---	---	---	$25,686
280G Tax Gross-up(11)	---	---	---	---	---	---	---	---

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Table of Contents

(1)		In addition to the payments and benefits in the table, Mr. Denault also would have been entitled to receive his vested pension benefits. If Mr. Denault’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 these benefits, see ~~“2010~~“2011 Pension Benefits.” In addition, Mr. Denault is subject to the following provisions: · Retention Agreement. Mr. Denault’s retention agreement provides that, unless his employment is terminated for cause, he will be granted an additional 15 years of service under the System Executive Retirement Plan if he continues to work for an Entergy System company employer until age 55. Because Mr. Denault had not reached age 55 as of December 31, 2010, he is only entitled to this supplemental credited service and System Executive Retirement Plan supplemental benefits in the event of his death or disability. · System Executive Retirement Plan. If Mr. Denault’s employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan. In the event of a termination related to a change in control, pursuant to the terms of the System Executive Retirement Plan, Mr. Denault would be eligible for subsidized retirement (but not the additional 15 years of service) upon his separation of service even if he does not then meet the age or service requirements for early retirement under the System Executive Retirement Plan or have company permission to separate from employment.
(2)		In the event of a termination (not due to death or disability) by Mr. Denault for good reason or by ~~the Company~~Entergy not for cause (regardless of whether there is a change in control), Mr. Denault would be entitled to receive, pursuant to his retention agreement, a lump sum severance payment equal to the product of 2.99 times the sum ~~of:~~of (a) his annual base salary as in effect at any time within one year prior to the effective date of the Agreement (i.e., 2007) or, if higher, immediately prior to a circumstance constituting good reason plus (b) the greater of (i) his actual annual incentive award under the ~~Executive~~Annual Incentive Plan for the calendar year immediately preceding the calendar year in which Mr. Denault’s termination date occurs or (ii) Mr. Denault’s ~~Executive~~Annual Incentive Plan target award for the calendar year in which the effective date of the Agreement occurred (i.e., ~~2006)~~2007). For purposes of this table, the award was calculated using a base salary of ~~$630,000~~$655,200 and target award ~~o f~~of 70% ~~are assumed.~~.

(3)

In the event of a termination due to death or disability, by Mr. Denault for good reason, or by ~~the Company~~Entergy not for cause (in all cases, regardless of whether there is a change in control), Mr. Denault would have forfeited his performance units for all open performance periods and would have been entitled to receive a single-sum severance payment pursuant to his retention agreement that would not be based on any outstanding performance periods. The payment would be calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Denault's severance payment was calculated by taking an average of the target performance units from the ~~2006-2008 Performance Unit Program (6,000 units) and the~~ 2007-2009 Performance Unit Program (4,500 units)~~. This~~ and the 2008-2010 Performance Unit Program (3,900 units) and multiplying the average number of units ~~(5,250~~(4,200 units) ~~multiplied~~ by the closing price of Entergy common stock on December ~~31, 2010~~30, 2011 ($~~70.83) would equal~~73.05) resulting in a severance payment of ~~$371,858~~$306,810 for the forfeited performance ~~programs.~~units.

452

Table of Contents

(4)		In the event of his death, disability, termination by Mr. Denault for good reason or by ~~the Company~~Entergy not for cause (regardless of whether there is a change in control), all of Mr. Denault’s unvested stock options would immediately vest. In addition, he would be entitled to exercise any unexercised options during a ten-year term extending from the grant date of the options. For purposes of this table, it was assumed that Mr. Denault exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Denault’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table wit h~~table; all other stock options with respect to the accelerated vesting of Mr. Denault’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.
(5)		In the event of his death, disability, termination by Mr. Denault for good reason or by Entergy not for cause (regardless of whether there is a change in control), all of Mr. Denault’s ~~24,000~~unvested restricted ~~units vest 1/3 on January 25, 2011, 1/3 on January 25, 2012 and 1/3 on January 25, 2013, provided he remains a full-time System Company employee through each such vesting date.~~ stock would immediately vest.
(6)		Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of a change in control, Mr. Denault’s death or disability, or termination of employment by Mr. Denault for good reason or by ~~the Company~~Entergy not for cause (regardless of whether there is a change in control).
~~(6)~~(7)		Pursuant to his retention agreement, in the event of a termination by Mr. Denault for good reason or by ~~the Company~~Entergy not for cause, Mr. Denault would be eligible to receive ~~Company-subsidized~~Entergy-subsidized COBRA benefits for 18 months.

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~~Table of Contents~~

~~(7)~~(8)		Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Denault would be eligible to receive ~~Company-subsidized~~Entergy-subsidized medical and dental benefits for 18 months.
~~(8)~~(9)		As of December 31, ~~2010,~~2011, Mr. Denault is not eligible for retirement.
~~(9)~~(10)		The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted after December 30, 2010 require an involuntary termination in order to accelerate vesting or trigger severance payments upon a change in control.
~~(10)~~(11)		In December of 2010, Mr. Denault voluntarily agreed to amend his retention agreement to eliminate excise tax gross up payments.

Under the terms of Mr. Denault’s retention agreement, Entergy may terminate his employment for cause upon Mr. Denault’s:

·	continuing failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from the Personnel Committee;

·	willfully engaging in conduct that is demonstrably and materially injurious to Entergy;

·	conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime that has or may have a material adverse effect on his ability to carry out his duties or upon Entergy’s reputation;

·	material violation of any agreement that he has entered into with Entergy; or

·	unauthorized disclosure of Entergy’s confidential information.

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Mr. Denault may terminate his employment for good reason upon:

·	the substantial reduction in the nature or status of his duties or responsibilities;

·	a reduction of 5% or more in his base salary as in effect on the date of the retention agreement;

·	the relocation of his principal place of employment to a location other than the corporate headquarters;

the failure to continue to allow him to participate in programs or plans providing opportunities for equity awards, stock options, restricted stock, stock appreciation rights, incentive compensation, bonus and other plans on a basis not materially less favorable than enjoyed at the time of the retention agreement (other than changes similarly affecting all senior executives);

the failure to continue to allow him to participate in programs or plans with opportunities for benefits not materially less favorable than those enjoyed by him under any of the pension, savings, life insurance, medical, health and accident, disability or vacation plans at the time of the retention agreement (other than changes similarly affecting all senior executives); or

·	any purported termination of his employment not taken in accordance with his retention agreement.

Mr. Denault may terminate his employment for good reason in the event of a change in control upon:

·	the substantial reduction or alteration in the nature or status of his duties or responsibilities;

·	a reduction in his annual base salary;

·	the relocation of his principal place of employment to a location more than 20 miles from his current place of employment;

·	the failure to pay any portion of his compensation within seven days of its due date;

·	the failure to continue in effect any compensation plan in which he participates and which is material to his total compensation, unless other equitable arrangements are made;

the failure to continue to provide benefits substantially similar to those that he currently enjoys under any of the pension, savings, life insurance, medical, health and accident or disability plans, or Entergy taking of any other action which materially reduces any of those benefits or deprives him of any material fringe benefits that he currently enjoys;

·	the failure to provide him with the number of paid vacation days to which he is entitled in accordance with the normal vacation policy; or

·	any purported termination of his employment not taken in accordance with his retention agreement

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Joseph F. Domino

President & CEO - Entergy Texas

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO – Entergy Texas would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $476,631
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- $42,498 $42,498 $42,498 $63,747 $63,747
2010-2012 Performance Unit Program --- --- --- $23,610 $23,610 $23,610 $70,830 $70,830
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- ---
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

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(8)	Termination Related to a Change in Control
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(8)	Termination Related to a Change in Control
Severance Payment(2)	---	---	---	---	---	---	---	$486,156
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	$48,724	$48,724	$48,724	$73,050	$73,050
2011-2013 Performance Unit Program	---	---	---	$29,220	$29,220	$29,220	---	$62,093
Unvested Stock Options(4)	---	---	---	$754	$754	$754	---	$754
Unvested Restricted Stock(5)	---	---	---	---	$21,302	$21,302		$69,012
Medical and Dental Benefits(6)	---	---	---	---	---	---	---	---
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

(1)

In addition to the payments and benefits in the table, Mr. Domino would have been eligible to retire and entitled to receive his vested pension benefits. For a description of the pension benefits available see ~~"2010~~"2011 Pension Benefits." In the event of a termination related to a change in control, pursuant to the terms of the System Executive Retirement Plan, Mr. Domino would be eligible for subsidized early retirement even if he does not have company permission to separate from employment. If Mr. Domino’s employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan.

(2)

In the event of a qualifying 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 the product of one time the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the ~~Executive~~Annual Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 50% target opportunity and a base salary of ~~$317,754~~$324,104 was assumed.

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(3)

In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. Domino would have been entitled, ~~to receive~~ pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. ~~Domino’s awards were~~Domino's award was calculated as follows:

~~2009 - 2011 Plan – 900 performance units at target, assuming a stock price of $70.83~~

2010 - 2012 Plan – 1,000 performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~With~~

In the event of a qualifying termination related to a change in control, Mr. Domino would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Domino’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (1,000 units) and the 2008-2010 Performance Unit Program (700 units) and multiplying the average number of units (850 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $ $62,093 for the forfeited performance units.

In the event of Mr. Domino’s death, disability or ~~disability, the award is~~retirement not related to a change in control, Mr. Domino would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Domino's awards were calculated as follows:

2010 - 2012 Plan – 667 (1,000 * 24/36) performance units at target, assuming a stock price of $73.05

2011 - 2013 Plan – 400 (1,200 * 12/36) performance units at target, assuming a stock price of $73.05

(4)

In the event of his retirement, death, disability or a change in control, all of Mr. ~~Domino's~~Domino’s unvested stock options granted prior to December 31, 2010 would immediately vest. In the event of his retirement, death, disability or qualifying termination related to a change in control, all of Mr. Domino’s unvested stock options granted on or after December 30, 2010 would immediately vest. In addition, he would be entitled to exercise his stock options for ~~the remainder of the~~a ten-year term extending from the grant date of the options. For purposes of this table, it iswas 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, 2010,~~30, 2011, and the ~~applicable~~ exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Domino’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. Domino’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.

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(5)

In the event of his death or disability, Mr. Domino would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. Domino would immediately vest in all unvested restricted stock.

(6)

Upon retirement Mr. Domino would be eligible for retiree medical and dental benefits at the same level as all other retirees. Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Domino would not be eligible to receive Entergy subsidized COBRA benefits.

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~~(6)~~(7)	As of December 31, ~~2010,~~2011, Mr. Domino is retirement eligible and would retire rather than voluntarily resign. Given that scenario, the compensation and benefits available to Mr. Domino under ~~this scenario~~retirement 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)~~(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance payments.
~~(8)~~(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

Haley R. Fisackerly

President & CEO - Entergy Mississippi

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO - Entergy Mississippi would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2009:~~2011:

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(8)	Termination Related to a Change in Control
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(8)	Termination Related to a Change in Control
Severance Payment(2)	---	---	---	---	---	---	---	$396,550
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	---	$48,724	$48,724	$73,050	$73,050
2011-2013 Performance Unit Program	---	---	---	---	$29,220	$29,220	---	$62,093
Unvested Stock Options(4)	---	---	---	---	$754	$754	---	$754
Unvested Restricted Stock(5)	---	---	---	---	$21,302	$21,302	---	$69,012
Medical and Dental Benefits(6)	---	---	---	---	---	---	---	$17,124
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $385,000
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $42,498 $42,498 $63,747 $63,747
2010-2012 Performance Unit Program --- --- --- --- $23,610 $23,610 $70,830 $70,830
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $15,820
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

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(1)		In addition to the payments and benefits in the table, if Mr. Fisackerly's employment were terminated under certain conditions relating to a change in control, Mr. Fisackerly also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see ~~"2010~~"2011 Pension Benefits." If Mr. Fisackerly's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.
(2)		In the event of a qualifying termination related to a change in control, Mr. Fisackerly would be entitled to receive pursuant to the System Executive Continuity Plan, a lump sum severance payment equal to the product of one time the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 40% target opportunity and a base salary of ~~$275,000~~$283,250 was assumed.

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(3)

In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. Fisackerly would have been entitled, ~~to receive~~ pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. ~~Fisackerly's awards were~~Fisackerly’s award was calculated as follows:

~~2009 - 2011 Plan – 900 performance units at target, assuming a stock price of $70.83~~

2010 - 2012 Plan – 1,000 performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~With~~

In the event of a qualifying termination related to a change in control, Mr. Fisackerly would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Fisackerly’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (1,000 units) and the 2008-2010 Performance Unit Program (700 units) and multiplying the average number of units (850 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $ $62,093 for the forfeited performance units.

In the event of Mr. Fisackerly’s death or disability ~~the award is~~not related to a change in control, Mr. Fisackerly would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Fisackerly's awards were calculated as follows:

2010 - 2012 Plan – 667 (1,000 * 24/36) performance units at target, assuming a stock price of $73.05

2011 - 2013 Plan – 400 (1,200 * 12/36) performance units at target, assuming a stock price of $73.05

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(4)	In the event of his death, disability or a change in control, all of Mr. Fisackerly's unvested stock options granted prior to December 30, 2010 would immediately vest. In the event of his death, disability or qualifying termination related to a change in control, all of Mr. Fisackerly’s unvested stock options granted on or after December 30, 2010 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. Fisackerly exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the applicable exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Fisackerly’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. Fisackerly’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.
(5)	In the event of his death or disability, Mr. Fisackerly would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. Fisackerly would immediately vest in all unvested restricted stock.
(6)	Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Fisackerly would be eligible to receive Entergy- subsidized COBRA benefits for 12 months.
~~(6)~~(7)	As of December 31, ~~2010,~~2011, compensation and benefits available to Mr. Fisackerly under this scenario are substantially the same as available with a voluntary resignation. As of December 31, 2011, Mr. Fisackerly is not retirement eligible.
~~(7)~~(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance payments.
~~(8)~~(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

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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, ~~2010:~~2011:

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
(9)

Termination
Related to a
Change in
Control

Annual Incentive Payment (2) --- --- --- --- --- --- --- $3,099,600
Severance Payment (3) --- --- --- --- --- --- --- $8,495,487
Performance Units: (4)
2009-2011 Performance Unit Program --- --- --- $1,062,450 $1,062,450 $1,062,450 --- $2,029,280
2010-2012 Performance Unit Program --- --- --- $526,503 $526,503 $526,503 --- $2,029,280
Unvested Stock Options (5) --- --- --- --- --- --- --- ---
Unvested Restricted Units (6) --- --- $7,083,000 ---
$7,083,000
$7,083,000 --- $7,083,000
Medical and Dental Benefits (7) --- --- --- --- --- --- --- ---
280G Tax Gross-up (10) --- --- --- --- --- --- --- ---

Benefits and Payments Upon Termination(1)	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause	Retirement(9)	Disability	Death	Change in Control(10)	Termination Related to a Change in Control
Benefits and Payments Upon Termination(1)		For Cause	Termination for Good Reason or Not for Cause	Retirement(9)	Disability	Death	Change in Control(10)	Termination Related to a Change in Control
Annual Incentive Payment(2)	---	---	---	---	---	---	---	$3,177,120
Severance Payment(3)	---	---	---	---	---	---	---	$8,707,956
Performance Units:(4)
2010-2012 Performance Unit Program	---	---	---	$1,086,034	$1,086,034	$1,086,034	---	$1,471,958
2011-2013 Performance Unit Program	---	---	---	$633,124	$633,124	$633,124	---	$1,471,958
Unvested Stock Options(5)	---	---	---	$18,200	$18,200	$18,200	---	$18,200
Unvested Restricted Stock(6)	---	---	---	---	$272,198	$272,198	---	$881,825
Unvested Restricted Units (7)	---	---	$3,652,500	---	$3,652,500	$3,652,500	---	$3,652,500

Medical and Dental Benefits(8)	---	---	---	---	---	---	---	---
280G Tax Gross-up(11)	---	---	---	---	---	---	---	---

(1)

In addition to the payments and benefits in the table, Mr. Leonard would have been eligible to retire and 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 upon the occurrence of a change in ~~control without termination of employment.~~control. For additional information regarding these vested benefits and awards, see ~~“2010~~“2011 Pension Benefits.”

(2)

In the event of a qualifying termination related to a change in control, Mr. Leonard would have been entitled under his retention agreement to receive a lump sum severance payment equal to ~~the product of~~ Mr. Leonard’s average maximum annual bonus opportunity under the ~~Executive~~Annual Incentive Plan for ~~the Company’s~~Entergy’s two calendar years immediately preceding the calendar year in which his termination occurs. For purposes of this table, the award was calculated at 200% of target opportunity and athe base salary ~~of $1,291,500.~~was assumed to be $1,323,800.

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(3)

In the event of a qualifying 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~~product of 2.99 times the sum of his (a) annual base salary plus (b) ~~average Executive~~his target Annual Incentive Plan award ~~at target~~ for any fiscal year (other than the ~~two calendar years immediately preceding the calendar~~fiscal year in which his date of termination occurs) ending after the ~~termination occurs.~~effective date of his retention agreement.

(4)

In the event of a qualifying termination related to a change in control, including a termination by Mr. Leonard for good reason, by ~~the Company~~Entergy other than cause, disability or death, Mr. Leonard would have forfeited his performance units for all open performance periods and would have been entitled to receive a single sum severance payment pursuant to his retention agreement that would not be based on any outstanding performance periods. The payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. ~~Leo nard's~~Leonard's severance payment was calculated by taking an average of the target performance units from the ~~2006-2008 Performance Unit Program (33,500 units) and the~~ 2007-2009 Performance Unit Program (23,800 units)~~. This~~ and the 2008-2010 Performance Unit Program (16,500 units) and multiplying the average number of units ~~(28,650~~(20,150 units) ~~multiplied~~ by the closing price of Entergy common stock on December ~~31, 2010~~30, 2011 ($~~70.83) would equal~~73.05) resulting in a severance payment of ~~$2,029,280~~$1,471,958 for the forfeited performance ~~unit programs.~~units.

~~With respect to~~In the event of Mr. Leonard’s death, disability or retirement ~~the award is~~not related to a change in control, Mr. Leonard would not have forfeited his performance units for all open performance period, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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.

~~2009~~

2010 - ~~2011~~2012 Plan – ~~22,500~~ 14,867 (22,300 * 24/36) performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~2010~~2011 - ~~2012~~2013 Plan – ~~22,300~~8,667 (26,000 * 12/36) performance units at target, assuming a stock price of ~~$70.83~~$73.05

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(5)	In the event of retirement, death, disability or a qualifying 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 was 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, 2010,~~30, 2011, and the exercise price of each option share. ASAs of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Leonard’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. Leonard’s stock ~~option s.~~options were “underwater” as of December 31, 2011 and are excluded from the table.
(6)	In the event of a qualifying termination related to a change in control, all of Mr. Leonard’s ~~100,000~~unvested restricted ~~units vest in two installments~~stock would immediately vest. In the event of Mr. Leonard’s death or disability, restrictions would lift on ~~December 3, 2011 and December 3, 2012.~~ a pro-rated portion of his unvested restricted shares that were scheduled to become vested on the immediately following twelve -month grant date anniversary, based on the number of days worked during such twelve-month period.
(7)	Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of a qualifying termination related to a change in control, ~~in the event of the~~ termination ~~of his employment~~ by Mr. Leonard for good reason, by ~~the Company~~Entergy other than for cause, or by reason of his death or disability.

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~~(7)~~(8)	Upon retirement Mr. Leonard would be eligible for retiree medical and dental benefits at the same level as all other retirees. Pursuant to his retention agreement, in the event of a termination related to a change in control, Mr. Leonard would not be eligible to receive additional subsidized COBRA benefits.
~~(8)~~(9)	As of December 31, ~~2010,~~2011, Mr. Leonard is retirement eligible and would retire rather than voluntarily resign. Given this scenario, the compensation and benefits available to Mr. Leonard under retirement are substantially the same as available ~~with a~~upon voluntary resignation.
~~(9)~~(10)	The 2007 Equity Ownership Plan was amended in December 2010 so that awards granted after December 30, 2010 require an involuntary termination in order to accelerate vesting or trigger severance payments upon a change in control.
~~(10)~~(11)	In December of 2010, ~~amend~~ Mr. Leonard voluntarily agreed to ~~modify~~amend his retention agreement to eliminate excise tax gross ~~up.~~up payments.

Under the terms of Mr. Leonard's retention agreement, weEntergy may terminate his employment for cause upon Mr. Leonard's:

·	willful and continued failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from the Board; or

·	willfully engaging in conduct that is demonstrably and materially injurious to us and which results in a conviction of, or entrance of a plea of guilty or nolo contendere (essentially a form of plea in which the accused refuses to contest the charges) to a felony.

In the event of a change in control, Mr. Leonard may terminate his employment for good reason upon:

·	the substantial reduction or alteration in the nature or status of his duties or responsibilities;

·	a reduction in his annual base salary;

·	the relocation of his principal place of employment to a location more than 20 miles from his current place of employment;

·	the failure to pay any portion of his compensation within seven days of its due date;

·	the failure to continue in effect any compensation plan in which he participates and which is material to his total compensation, unless other equitable arrangements are made;

the failure to continue to provide benefits substantially similar to those that he currently enjoys under any of the pension, savings, life insurance, medical, health and accident or disability plans, or the taking of any other action which materially reduces any of those benefits or deprives him of any material fringe benefits that he currently enjoys;

·	the failure to provide him with the number of paid vacation days to which he is entitled in accordance with the normal vacation policy; or

·	any purported termination of his employment not taken in accordance with his retention agreement.

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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, ~~2010:~~2011:

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(8)	Termination Related to a Change in Control
Severance Payment(2)	---	---	---	---	---	---	---	$495,277
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	---	$48,724	$48,724	$73,050	$73,050
2011-2013 Performance Unit Program	---	---	---	---	$29,220	$29,220	---	$62,093
Unvested Stock Options(4)	---	---	---	---	$754	$754	---	$754
Unvested Restricted Stock(5)	---	---	---	---	$21,302	$21,302	---	$69,012
Medical and Dental Benefits(6)	---	---	---	---	---	---	---	$17,124
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $483,198
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $42,498 $42,498 $63,747 $63,747
2010-2012 Performance Unit Program --- --- --- --- $23,610 $23,610 $70,830 $70,830
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $15,820
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

(1)

In addition to the payments and benefits in the table, if Mr. McDonald's employment were terminated under certain conditions relating to a change in control, Mr. McDonald also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see ~~"2010~~"2011 Pension Benefits." If Mr. McDonald's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.

(2)

In the event of a qualifying 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 the product of one time the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 50% target opportunity and a base salary of ~~$322,132~~$330,185 was assumed.

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(3)

In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. McDonald would have been entitled to receive pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. McDonald’s ~~awards were~~award was calculated as follows:

~~2009 - 2011 Plan – 900 performance units at target, assuming a stock price of $70.83~~

2010 - 2012 Plan – 1,000 performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~With~~

In the event of a qualifying termination related to a change in control, Mr. McDonald would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. McDonald’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (1,000 units) and the 2008-2010 Performance Unit Program (700 units) and multiplying the average number of units (850 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $ $62,093 for the forfeited performance units.

In the event of Mr. McDonald’s death or disability ~~the award is~~not related to a change in control, Mr. McDonald would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. McDonald’s awards were calculated as follows:

2010 - 2012 Plan – 667 (1,000 * 24/36) performance units at target, assuming a stock price of $73.05

2011 - 2013 Plan – 400 (1,200 * 12/36) performance units at target, assuming a stock price of $73.05

(4)

In the event of his death, disability or a change in control, all of Mr. McDonald's unvested stock options granted prior to December 30, 2010 would immediately vest. In the event of his death, disability or qualifying termination related to a change in control, all of Mr. ~~McDonald's~~McDonald’s unvested stock options granted on or after December 30, 2010 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, 2010,~~30, 2011, and the applicable exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. McDonald’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. ~~McDonaldR 17;s~~McDonald’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.

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(5)

In the event of his death or disability, Mr. McDonald would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. McDonald would immediately vest in all unvested restricted stock.

(6)

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 ~~Company- subsidized~~Entergy-subsidized COBRA benefits for 12 months.

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~~(6)~~(7)	As of December 31, ~~2010,~~2011, compensation and benefits available to Mr. McDonald under this scenario are substantially the same as available with a voluntary resignation. As of December 31, 2011, Mr. McDonald is not retirement eligible.
~~(7)~~(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ~~an involuntary~~a qualifying termination in order to accelerate vesting or trigger severance payments.
~~(8)~~(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

William M. Mohl

President and CEO, Entergy Louisiana

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO, Entergy Louisiana would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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(8)	Termination Related to a Change in Control
Severance Payment(2)	---	---	---	---	---	---	---	$1,006,650
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	---	$97,376	$97,376	$146,100	$146,100
2011-2013 Performance Unit Program	---	---	---	---	$60,851	$60,851	---	$127,838
Unvested Stock Options(4)	---	---	---	---	$1,586	$1,586	---	$1,586
Unvested Restricted Stock(5)	---	---	---	---	$26,060	$26,060	---	$84,349
Medical and Dental Benefits(6)	---	---	---	---	---	---	---	$19,124
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

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
(8)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $910,000
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $68,469 $68,469 $102,704 $102,704
2010-2012 Performance Unit Program --- --- --- --- $47,220 $47,220 $141,660 $141,660
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Unvested Restricted Units (5) --- --- --- --- --- --- --- $127,494
Medical and Dental Benefits (6) --- --- --- --- --- --- --- $17,659
280G Tax Gross-up (9) --- --- --- --- --- --- --- ---

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(1)

In addition to the payments and benefits in the table, if Mr. Mohl's employment were terminated under certain conditions relating to a change in control, Mr. Mohl also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see ~~"2010~~"2011 Pension Benefits." If Mr. Mohl's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.

(2)

In the event of a qualifying termination related to a change in control, Mr. Mohl would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to the product of two times the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a ~~40%~~50% target opportunity and a base salary of ~~$325,000~~$335,550 was assumed.

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(3)

In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. Mohl would have been entitled, ~~to receive~~ pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. Mohl's ~~awards were~~award was calculated as follows:

~~2009 - 2011 Plan – 1,450 performance units at target, assuming a stock price of $70.83~~

2010 - 2012 Plan – 2,000 performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~With~~

In the event of a qualifying termination related to a change in control, Mr. Mohl would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Mohl’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (2,100 units) and the 2008-2010 Performance Unit Program (1,400 units) and multiplying the average number of units (1,750 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $127,838 for the forfeited performance units.

In the event of Mr. Mohl’s death or disability ~~the award is~~not related to a change in control, Mr. Mohl would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Mohl's awards were calculated as follows:

2010 - 2012 Plan – 1,333 (2,000 * 24/36) performance units at target, assuming a stock price of $73.05

2011 - 2013 Plan – 833 (2,500 *12/36) performance units at target, assuming a stock price of $73.05

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(4)	In the event of his death, disability or a change in control, all of Mr. Mohl's unvested stock options granted prior to December 30, 2010 would immediately vest. In the event of his death, disability or qualifying termination related to a change in control, all of Mr. Mohl’s unvested stock options granted on or after December 30, 2010 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. Mohl exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the applicable exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Mohl’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. Mohl’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.
(5)	In the event of his death or disability, Mr. ~~Mohl’s 3,000 restricted units~~Mohl would immediately vest ~~40%~~ in ~~2009 and 60% in 2011. Pursuant to his restricted unit agreement, any~~a pro-rated portion of the unvested restricted ~~units will vest~~stock that was otherwise scheduled to become vested on the immediately infollowing twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in ~~control.~~control, Mr. Mohl would immediately vest in all unvested restricted stock.
(6)	Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Mohl would be eligible to receive ~~Company- subsidized~~Entergy-subsidized COBRA benefits for 18 months.
(7)	As of December 31, ~~2010,~~2011, compensation and benefits available to Mr. Mohl under this scenario are substantially the same as available with a voluntary resignation. As of December 31, 2011, Mr. Mohl is not retirement eligible.
(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance payments.
(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

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Charles L. Rice, Jr.

President & CEO - Entergy New Orleans

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO - Entergy New Orleans would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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(8)	Termination Related to a Change in Control
Severance Payment(2)	---	---	---	---	---	---	---	$321,360
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	---	$48,724	$48,724	$60,851	$60,851
2011-2013 Performance Unit Program	---	---	---	---	$29,220	$29,220	---	$62,093
Unvested Stock Options(4)	---	---	---	---	$754	$754	---	$754
Unvested Restricted Stock(5)	---	---	---	---	$15,409	$15,409	---	$49,842
Medical and Dental Benefits(6)	---	---	---	---	---	---	---	$888
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $300,000
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $21,249 $21,249 $31,874 $31,874
2010-2012 Performance Unit Program --- --- --- --- $19,667 $19,667 $59,001 $59,001
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $880
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---

(1)

In addition to the payments and benefits in the table, if Mr. Rice's employment were terminated under certain conditions relating to a change in control, Mr. Rice also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see ~~"2010~~"2011 Pension Benefits." If Mr. Rice's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.

(2)

In the event of a qualifying termination related to a change in control, Mr. Rice would be entitled to receive pursuant to the System Executive Continuity Plan, a lump sum severance payment equal to the product of one time the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a ~~25%~~30% target opportunity and a base salary of ~~$240,000~~$247,200 was assumed.

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(3)

In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. Rice would have been entitled to receive pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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. Rice’s ~~awards were~~award was calculated as follows:

~~2009 - 2011 Plan – 450 performance units at target, assuming a stock price of $70.83~~

2010 - 2012 Plan – 833 performance units at target, assuming a stock price of ~~$70.83~~$73.05

~~With~~

In the event of a qualifying termination related to a change in control, Mr. Rice would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Rice’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (1,000 units) and the 2008-2010 Performance Unit Program (700 units) and multiplying the average number of units (850 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $ $62,093 for the forfeited performance units.

In the event of Mr. Rice’s death or disability ~~the award is~~not related to a change in control, Mr. Rice would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Rice’s awards were calculated as follows:

2010 - 2012 Plan – 555 (833 * 24/36) performance units at target, assuming a stock price of $73.05

2011 - 2013 Plan – 400 (1,200 * 12/36) performance units at target, assuming a stock price of $73.05

(4)

In the event of his death, disability or a change in control, all of Mr. Rice's unvested stock options granted prior to December 30, 2010 would immediately vest. In the event of his death, disability or qualifying termination related to a change in control, all of Mr. Rice’s unvested stock options granted on or after December 30, 2010 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. Rice exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the applicable exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. Rice’s 2011 unvested options ~~exceeded the closing stock price~~ and ~~accordingly, no amounts~~such options are reported in the ~~table with respect~~table. Mr. Rice has no other unvested stock options prior to ~~the accelerated vesting of Mr. Rice’s stock options.~~2011.

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(5)	In the event of his death or disability, Mr. Rice would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. Rice would immediately vest in all unvested restricted stock.
(6)	Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Rice would be eligible to receive ~~Company- subsidized~~Entergy-subsidized COBRA benefits for 12 months.
~~(6)~~(7)	As of December 31, ~~2010,~~2011, compensation and benefits available to Mr. Rice under this scenario are substantially the same as available with a voluntary resignation. As of December 31, 2011, Mr. Rice is not retirement eligible.

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~~(7)~~(8)

~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows:

· All unvested stock options would become immediately exercisable; and

· Severance benefits in place of performance units become payable as described in footnote 3 above.

The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance payments.

~~(8)~~(9)

In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

~~Richard~~Gary J. ~~Smith~~Taylor

Group President, ~~Entergy Wholesale Commodity Business~~Utility Operations

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Group President, ~~Entergy Wholesale Commodity Business~~Utility Operations would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, ~~2010:~~2011:

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
(7)

Termination
Related to a
Change in
Control

Severance Payment (2) --- --- --- --- --- --- --- $3,278,535
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- $226,656 $226,656 $226,656 $339,984 $339,984
2010-2012 Performance Unit Program --- --- --- $125,133 $125,133 $125,133 $375,399 $375,399
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Medical and Dental Benefits (5) --- --- --- --- --- --- --- ---
280G Tax Gross-up (8) --- --- --- --- --- --- --- ---
Retention Agreement (9) --- --- --- $967,500 --- --- --- ---

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(8)	Termination Related to a Change in Control
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(8)	Termination Related to a Change in Control

Severance Payment(2)	---	---	---	---	---	---	---	$3,013,202
Performance Units:(3)
2010-2012 Performance Unit Program	---	---	---	$258,086	$258,086	$258,086	$387,165	$387,165
2011-2013 Performance Unit Program	---	---	---	$143,689	$143,689	$143,689	---	$306,810
Unvested Stock Options(4)	---	---	---	$5,200	$5,200	$5,200	---	$5,200
Unvested Restricted Stock(5)	---	---	---	---	$71,008	$71,008	---	$230,041

Medical and Dental Benefits(6)	---	---	---	---	---	---	---	---
280G Tax Gross-up(9)	---	---	---	---	---	---	---	---

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(1)

In addition to the payments and benefits in the table, Mr. ~~Smith~~Taylor would have been eligible to retire and entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see ~~"2010~~“2011 Pension Benefits."” In the event of a termination related to a change in control, pursuant to the terms of the ~~Pension Equalization~~System Executive Retirement Plan, Mr. ~~Smith~~Taylor would be eligible for subsidized early retirement even if he does not have company permission to separate from employment. If Mr. ~~Smith's~~Taylor’s employment were terminated for cause, he would not receive a benefit under the ~~Pension Equalization~~System Executive Retirement Plan.

(2)

In the event of a qualifying termination related to a change in control, Mr. ~~Smith~~Taylor would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to the product of 2.99 times the sum of (a) his annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason plus (b) his annual incentive, calculated using the average annual target opportunity derived under the ~~Executive~~Annual Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 70% target opportunity and a base salary of ~~$645,000~~$592,800 was assumed.

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(3)	In the event of a ~~termination related to a~~ change in control (regardless of whether he experienced a qualifying termination), Mr. ~~Smith~~Taylor would have been entitled, ~~to receive~~ pursuant to the 2007 Equity Ownership Plan, to receive for the 2010-2012 performance period a lump sum payment relating to his performance ~~units under the Performance Unit Program.~~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~~Taylor's award was calculated as follows: ~~2009 - 2011 Plan – 4,800 performance units at target, assuming a stock price of $70.83~~ 2010 - 2012 Plan – 5,300 performance units at target, assuming a stock price of ~~$70.83~~$73.05 ~~With~~ In the event of a qualifying termination related to a change in control, Mr. Taylor would have forfeited his performance units for the 2011-2013 performance period and would have been entitled to receive, pursuant to the 2007 Equity Ownership Plan, a single-sum severance payment that would not be based on any outstanding performance periods. For the 2011-2013 performance period, the payment would have been calculated using the average annual number of performance units he would have been entitled to receive under the Performance Unit Program with respect to the two most recent performance periods preceding the calendar year in which his termination occurs, assuming all performance goals were achieved at target. For purposes of the table, the value of Mr. Taylor’s severance payment was calculated by taking an average of the target performance units from the 2007-2009 Performance Unit Program (4,500 units) and the 2008-2010 Performance Unit Program (3,900 units) and multiplying the average number of units (4,200 units) by the closing price of Entergy common stock on December 30, 2011 ($73.05) resulting in a severance payment of $306,810 for the forfeited performance units. In the event of Mr. Taylor’s death, disability or retirement ~~the award is~~not related to a change in control, Mr. Taylor would not have forfeited his performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on ~~the~~his number of months of participation in each open 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. For purposes of the table, the value of Mr. Taylor's awards were calculated as follows: 2010 - 2012 Plan – 3,533 (5,300 * 24/36) performance units at target, assuming a stock price of $73.05 2011 - 2013 Plan – 1,967 (5,900 * 12/36) performance units at target, assuming a stock price of $73.05
(4)	In the event of his retirement, death, disability or a change in control, all of Mr. ~~Smith's~~Taylor’s unvested stock options granted prior to December 31, 2010 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, 2010, and the exercise price of each option share. As of December 31, 2010, the exercise price for all of Mr. Smith’s unvested options exceeded the closing stock price and accordingly, no amounts are reported in the table with respect to the accelerated vesting of Mr. Smith’s stock options.
~~(5)~~	~~Upon retirement Mr. Smith would be eligible for retiree medical and dental benefits, the same as all other retirees. Pursuant to the System Executive Continuity Plan, in~~ the event of ahis retirement, death, disability or qualifying termination related to a change in control, all of Mr. ~~Smith would not be eligible to receive additional subsidized COBRA benefits.~~
~~(6)~~	As of December 31, 2010, Mr. Smith is retirement eligible and would retire rather than voluntarily resign. Given that scenario, the compensation and benefits available to Mr. Smith under retirement are substantially the same as available with a voluntary resignation.
~~(7)~~	Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of the Company and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: ·~~All~~Taylor’s unvested stock options ~~would become immediately exercisable; and~~ ·~~Severance benefits in place of performance units become payable as described in footnote 3 above.~~ ~~The 2007 Equity Ownership Plan was amended in December 2010 so that awards~~ granted on or after December 30, 2010 ~~require an involuntary termination in order to accelerate vesting or trigger severance payments.~~
~~(8)~~	~~In December of 2010, the System Executive Continuity Plan was amended to eliminate excise tax gross-up payments.~~
~~(9)~~	In December 2009, the Company entered into an agreement with Mr. Smith. The agreement provides that Mr. Smith is entitled to receive a lump sum cash payment equal to 1.5 times his base salary as of the date of separation from Entergy if either he (i) remains continuously employed at a management level for 24 months after the date of the public announcement that the Spin Transaction will not occur or (ii) he remains continuously employed in such capacity for at least six (6) months after such date and thereafter retires with the consent of Entergy Corporation’s Chief Executive Officer prior to reaching such 24 months of service. The “no spin” announcement occurred on April 5, 2010. If he retired on December 31, 2010 with permission from Entergy’s Chief Executive Officer, he wou ld have been eligible to receive 1.5 times his base salary. See “Compensation Discussion and Analysis” for a complete description of Mr. Smith’s agreement.

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~~Roderick K. West~~

~~Executive Vice President & Chief Administrative Officer~~

The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Executive Vice President & Chief Administrative Officer would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2010:

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) --- --- --- --- --- --- --- $2,302,300
Performance Units: (3)
2009-2011 Performance Unit Program --- --- --- --- $134,577 $134,577 $201,866 $201,866
2010-2012 Performance Unit Program --- --- --- --- $108,205 $108,205 $324,614 $324,614
Unvested Stock Options (4) --- --- --- --- --- --- --- ---
Unvested Restricted Units (7) --- --- $1,062,450 --- --- --- $1,062,450 $1,062,450
Medical and Dental Benefits (5) --- --- --- --- --- --- --- $23,730
280G Tax Gross-up (9) --- --- --- --- --- --- --- ---

~~(1)~~	In addition to the payments and benefits in the table, if Mr. West's employment were terminated under certain conditions relating to a change in control, Mr. West also would have been entitled to receive his vested pension benefits and would have been eligible for early retirement benefits. For a description of the pension benefits see "2010 Pension Benefits." If Mr. West's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan.
~~(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 2.99 times the sum of his base salary plus annual incentive, calculated using the average annual target opportunity derived under the Executive Incentive Plan for the two calendar years immediately preceding the calendar year in which the participant’s termination occurs. For purposes of this table, a 40% target opportunity and a base salary of $550,000 was assumed.
~~(3)~~	In the event of a termination related to a change in control, Mr. West would have been entitled to receive pursuant to the 2007 Equity Ownership Plan a lump sum payment relating to his performance units under the Performance Unit Program. 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. West’s awards were calculated as follows: ~~2009 - 2011 Plan – 2,850 performance units at target, assuming a stock price of $70.83~~ ~~2010 - 2012 Plan – 4,583 performance units at target, assuming a stock price of $70.83~~ 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 death, disability or 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 iswas assumed that Mr. ~~West~~Taylor exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December ~~31, 2010,~~30, 2011, and the ~~applicable~~ exercise price of each option share. As of December 31, ~~2010,~~2011, the closing stock price exceeded the exercise price for ~~all of~~ Mr. ~~West’s~~Taylor’s 2011 unvested options ~~exceeded the closing stock price~~ and accordingly, ~~no amounts~~such options are reported in the ~~table~~table; all other stock options with respect to the accelerated vesting of Mr. ~~West’s~~Taylor’s stock ~~options.~~options were “underwater” as of December 31, 2011 and are excluded from the table.

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(5)	In the event of his death or disability, Mr. Taylor would immediately vest in a pro-rated portion of the unvested restricted stock that was otherwise scheduled to become vested on the immediately following twelve (12)-month grant date anniversary date (as well as dividends declared on the pro-rated portion of such restricted stock). The pro-rated vested portion would be determined based on the number of days between the most recent preceding twelve (12)-month Grant Date anniversary date and the date of his death or Disability. In the event of his qualifying termination related to a change in control, Mr. Taylor would immediately vest in all unvested restricted stock.
(6)	Upon retirement, Mr. Taylor would be eligible for retiree medical and dental benefits at the same level as all other retirees. Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. ~~West~~Taylor would not be eligible to receive ~~Company- subsidized~~Entergy-subsidized COBRA ~~benefits for 18 months.~~benefits.
~~(6)~~(7)	As of December 31, ~~2010,~~2011, Mr. Taylor is retirement eligible and would retire rather than voluntarily resign. Given that scenario, the compensation and benefits available to Mr. ~~West~~Taylor under ~~this scenario~~retirement are substantially the same as available with a voluntary resignation.
~~(7)~~	Mr. ~~West's 15,000 restricted unit vest 100% in 2013. Pursuant~~Taylor has advised Entergy that he intends to resign from his ~~restricted unit agreement, any unvested restricted units will vest immediately in the event of termination for good reason or not for cause and a change in control.~~position as Group President, Utility Operations, effective May 31, 2012.
(8)	~~Under~~With respect to grants made under the 2007 Equity Ownership Plan prior to December 30, 2010, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change in control of ~~the Company~~Entergy and without regard to whether their employment is terminated as a result of a change in control. The accelerated benefits in the event of a change in control are as follows: · All unvested stock options would become immediately exercisable; and · Severance benefits in place of performance units become payable as described in footnote 3 above. The 2007 Equity Ownership Plan was amended in December 2010 so that ~~Awards~~awards granted on or after December 30, 2010 require ana qualifying involuntary termination in order to accelerate vesting or trigger severance payments.
(9)	In December 2010, the System Executive Continuity Plan was amended to eliminate excise tax ~~gross-up~~gross up payments.

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 Plan, the Named Executive Officers will be entitled to the benefits described in the tables above in the event of a termination related to a change in control if their employment is terminated 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 ending 24 months following a change in control.

A change in control includes the following events:

·	The purchase of 30% or more of either the common stock or the combined voting power of the voting securities, the merger or consolidation of Entergy Corporation (unless Entergy Corporation's board members constitute at least a majority of the board members of the surviving entity);

·	the merger or consolidation of Entergy Corporation (unless Entergy Corporation's board members constitute at least a majority of the board members of the surviving entity);

·	the liquidation, dissolution or sale of all or substantially all of Entergy Corporation's assets; or

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·	a change in the composition of Entergy Corporation's board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation's board at the end of the period.

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 in 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:

·	fails to substantially perform his duties for a period of 30 days after receiving notice from the board;

·	engages in conduct that is injurious to Entergy Corporation or any of its subsidiaries;

·	is convicted or pleads guilty to a felony or other crime that materially and adversely affects his or her ability to perform his or her duties or Entergy Corporation's reputation;

·	violates any agreement with Entergy Corporation or any of its subsidiaries; or

·	discloses any of Entergy Corporation's confidential information without authorization.

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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:

·	the nature or status of his or her duties and responsibilities is substantially altered or reduced compared to the period prior to the change in control;

·	his or her salary is reduced by 5% or more;

·	he or she is required to be based outside of the continental United States at somewhere other than the primary work location prior to the change in control;

·	any of his or her compensation plans are discontinued without an equitable replacement;

·	his or her benefits or number of vacation days are substantially reduced; or

·	his or her employment is purported to be terminated other than in accordance with the System Executive Continuity Plan.

In addition to participation in the System Executive Continuity Plan, upon the completion of a transaction 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 terminates employment for good reason. Any awards granted under the Equity Ownership Plan will become fully vested upon a Change in Control without regard to whether the executive is involuntarily terminated without cause or terminates employment for good reason.

Under certain circumstances, the payments and benefits received by a Named Executive Officer pursuant to the System Executive Continuity Plan may be forfeited and, in certain cases, subject to repayment. Benefits are no longer payable under the System Executive Continuity Plan, and unvested performance units under the Performance Unit Program are subject to forfeiture, if the executive:

·	accepts employment with Entergy Corporation or any of its subsidiaries;

·	elects to receive the benefits of another severance or separation program;

·	removes, copies or fails to return any property belonging to Entergy Corporation or any of its subsidiaries;

·	discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries; or

·	violates their non-competition provision, which generally runs for two years but extends to three years if permissible under applicable law.

Furthermore, 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 repay any benefits previously received under the System Executive Continuity Plan.

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Termination for Cause

If a Named Executive Officer's employment is terminated for "cause" (as defined in the System Executive Continuity 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" except that all options may no longer be exercisable.

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 or Performance Unit Program ~~pe rformance~~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, receive an annual incentive payment under the Executive Incentive Plan. Any vested stock options held by the 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.

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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 for those retiring with a minimum of 12 months of participation 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 options issued under the Equity Ownership Plan vest 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 Performance Unit Program) by the executive upon 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 under "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 separation benefits described above under "Retirement," except that:

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·	all unvested stock options granted prior to January 1, 2007 are forfeited;

·	vested stock options will expire the earlier of ten years from the grant date or three years following the executive's death;

·	restricted units may be subject to specific death benefits (as noted, where applicable, in the tables above).

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 Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas are comprised solely of employee directors who receive no compensation for service as directors.

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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, Entergy New Orleans and Entergy Texas. 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.

The following table sets forth the beneficial ownership of Common Stock of Entergy Corporation and stock-based units as of December 31, ~~2010~~2011 for all directors and Named Executive Officers. Unless otherwise noted, each person had sole voting and investment power over the number of shares of Common Stock and stock-based units of Entergy Corporation set forth across from his or her name.

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

Entergy Corporation
Maureen S. Bateman*	3,700	-	8,000	4,300	-	8,800
W. Frank Blount*	12,834	-	18,400
Leo P. Denault**	10,884	311,799	-	14,126	334,294	-
Gary W. Edwards*	900	-	6,231	1,400	-	7,181
Alexis Herman*	4,500	-	5,600	5,118	-	6,400
Donald C. Hintz*	8,091	260,000	6,000	8,944	260,000	6,950
J. Wayne Leonard*** (3)	360,710	1,679,133	2,966
J. Wayne Leonard***				444,898	1,458,533	3,111
Stuart L. Levenick*	3,200	-	3,831	3,800	-	4,631
Blanche L. Lincoln*	-	-	-	454	-	200
Stewart C. Myers*	738	-	583	1,376	-	1,383
James R. Nichols* (3)	8,889	-	19,426
William A. Percy, II*	2,650	-	12,154	3,100	-	13,104
Mark T. Savoff**	1,010	173,800	251	4,363	199,467	263
Richard J. Smith**	42,272	405,266	-	45,672	365,933	-
W. J. Tauzin*	3,100	-	3,693	3,700	-	4,493
Gary J. Taylor**	1,454	314,833	-	4,674	310,233	-
Steven V. Wilkinson*	4,255	-	5,227	4,855	-	6,027
All directors and executive
officers as a group (23 persons)	489,778	3,619,048	92,362

Entergy Arkansas
Theodore H. Bunting, Jr.**	786	49,033	-
Leo P. Denault***	10,884	311,799	-
J. Wayne Leonard**	360,710	1,679,133	2,966
Hugh T. McDonald***	8,672	75,555	-
Mark T. Savoff*	1,010	173,800	251
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
All directors and executive
officers as a group (12 persons)	445,593	3,434,603	3,217
officers as a group (21 persons)				585,170	3,497,111	62,543

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

Entergy Gulf States Louisiana
Entergy Arkansas
Theodore H. Bunting, Jr.**	786	49,033	-	2,818	60,133	-
Leo P. Denault***	10,884	311,799	-	14,126	334,294	-
J. Wayne Leonard**	360,710	1,679,133	2,966	444,898	1,458,533	3,111
William M. Mohl***	-	28,800	-
Hugh T. McDonald***				10,091	67,555	-
Mark T. Savoff*	1,010	173,800	251	4,363	199,467	263
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
Gary J. Taylor***				4,674	310,233	-
All directors and executive
officers as a group (12 persons)	436,921	3,387,848	3,217	558,214	3,304,666	3,374

Entergy Louisiana
Theodore H. Bunting, Jr.**	786	49,033	-
Leo P. Denault***	10,884	311,799	-
J. Wayne Leonard**	360,710	1,679,133	2,966
William M. Mohl***	-	28,800	-
Mark T. Savoff*	1,010	173,800	251
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
All directors and executive
officers as a group (12 persons)	436,921	3,387,848	3,217

Entergy Mississippi
Theodore H. Bunting, Jr.**	786	49,033	-
Leo P. Denault***	10,884	311,799	-
Haley R. Fisackerly***	1,715	14,033	-
J. Wayne Leonard**	360,710	1,679,133	2,966
Mark T. Savoff*	1,010	173,800	251
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
All directors and executive
officers as a group (12 persons)	438,636	3,373,081	3,217

Entergy New Orleans
Theodore H. Bunting, Jr.**	786	49,033	-
Leo P. Denault**	10,884	311,799	-
J. Wayne Leonard**	360,710	1,679,133	2,966
Charles L. Rice, Jr.***	394	-	-
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
Roderick K. West*	1,949	27,667	-
All directors and executive
officers as a group (12 persons)	437,315	3,359,048	3,217

Entergy Gulf States Louisiana
Theodore H. Bunting, Jr.**	2,818	60,133	-
Leo P. Denault***	14,126	334,294	-
J. Wayne Leonard**	444,898	1,458,533	3,111
William M. Mohl***	1,154	36,333	-
Mark T. Savoff*	4,363	199,467	263
Gary J. Taylor***	4,674	310,233	-
All directors and executive
officers as a group (12 persons)	549,277	3,273,444	3,374

Entergy Louisiana
Theodore H. Bunting, Jr.**	2,818	60,133	-
Leo P. Denault***	14,126	334,294	-
J. Wayne Leonard**	444,898	1,458,533	3,111
William M. Mohl***	1,154	36,333	-
Mark T. Savoff*	4,363	199,467	263
Gary J. Taylor***	4,674	310,233	-
All directors and executive
officers as a group (12 persons)	549,277	3,273,444	3,374

Entergy Mississippi
Theodore H. Bunting, Jr.**	2,818	60,133	-
Leo P. Denault***	14,126	334,294	-
Haley R. Fisackerly***	2,743	19,267	-
J. Wayne Leonard**	444,898	1,458,533	3,111
Mark T. Savoff*	4,363	199,467	263
Gary J. Taylor***	4,674	310,233	-
All directors and executive
officers as a group (12 persons)	550,866	3,256,378	3,374

Entergy New Orleans
Theodore H. Bunting, Jr.**	2,818	60,133	-
Leo P. Denault***	14,126	334,294	-
J. Wayne Leonard**	444,898	1,458,533	3,111
Charles L. Rice, Jr.***	1,253	967	-
Mark T. Savoff*	4,363	199,467	263
Gary J. Taylor***	4,674	310,233	-
All directors and executive
officers as a group (12 persons)	549,376	3,238,078	3,374

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

Entergy Texas
Theodore H. Bunting, Jr.**	786	49,033	-	2,818	60,133	-
Leo P. Denault***	10,884	311,799	-	14,126	334,294	-
Joseph F. Domino***	-	61,533	-	954	65,533	-
J. Wayne Leonard**	360,710	1,679,133	2,966	444,898	1,458,533	3,111
Mark T. Savoff*	1,010	173,800	251	4,363	199,467	263
Richard J. Smith**	42,272	405,266	-
Gary J. Taylor*	1,454	314,833	-
Gary J. Taylor***				4,674	310,233	-
All directors and executive
officers as a group (12 persons)	436,921	3,420,581	3,217	549,077	3,302,644	3,374

*	Director of the respective Company
**	Named Executive Officer of the respective Company
***	Director and Named Executive Officer of the respective Company

(1)	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.
(2)	Represents the balances of phantom units each executive holds under the defined contribution restoration plan and the deferral provisions of the Equity Ownership Plan. These units will be paid out in either Entergy Corporation Common Stock or cash equivalent to the value of one share of Entergy Corporation Common Stock per unit on the date of 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 phantom units are issued under the Service Recognition Program for Outside Directors. All non-employee directors are credited with units for each year of service on the Board. In addition, Messrs. Edwards, Hintz and Percy ~~are deferring~~have deferred receipt of some of their ~~quarter ly~~quarterly stock grants. The deferred shares will be settled in units at the end of the deferral period.
~~(3)~~	~~Excludes 4,059 shares that are owned by a charitable foundation that Mr. Nichols controls.~~

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Equity Compensation Plan Information

The following table summarizes the equity compensation plan information as of December 31, ~~2010.~~2011. 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
(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 (1)

9,911,940

$76.56

2,258,812
Equity compensation plans not
approved by security holders(2)

1,313,785

$41.40

-
Total 11,225,725 $72.45 2,258,812

Plan	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 (1)	9,683,058	$78.07	7,269,562
Equity compensation plans not approved by security holders(2)	776,360	$42.82	-
Total	10,459,418	$75.46	7,269,562

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(1)

Includes the Equity Ownership Plan, which was approved by the shareholders on May 15, 1998, ~~and~~ the 2007 Equity Ownership Plan ~~which~~and the 2011 Equity Ownership Plan. The 2007 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 12, ~~2006.~~2006, and 7,000,000 shares of Entergy Corporation common stock can be issued, with no more than 2,000,000 shares available for non-option grants. The 2011 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 6, 2011, and 5,500,000 shares of Entergy Corporation common stock can be issued from the ~~2007~~2011 Equity Ownership Plan, with no more than 2,000,000 shares available for ~~non-option~~incentive stock option grants. The Equity Ownership Plan, the 2007 Equity Ownership Plan and the ~~2007~~2011 Equity Ownership 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 ~~(bas ed~~(based on voting power) or value is owned, directly or indirectly, by ~~the Company.~~Entergy Corporation. The Plans provide for the issuance 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 that plan.

Item 13. Certain Relationships and Related Transactions and Director Independence

For information regarding certain relationships, related transactions and director independence of Entergy Corporation, see the Proxy Statement under the headings “Corporate Governance - Director Independence” and “Transactions with Related Persons,” which information is incorporated herein by reference.

Since December 31, ~~2009,~~2010, 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 Directors has adopted written policies and procedures for the review, approval or ratification of Related Party Transactions. Under these policies and procedures, the Corporate Governance Committee, or a subcommittee of the Board of Directors of Entergy Corporation composed of independent directors, reviews the transaction and either approves or rejects the transaction after taking into account the following factors:

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·	Whether the proposed transaction is on terms at least as favorable to Entergy Corporation or the subsidiary as those achievable with an unaffiliated third party;

·	Size of transaction and amount of consideration;

·	Nature of the interest;

·	Whether the transaction involves a conflict of interest;

·	Whether the transaction involves services available from unaffiliated third parties; and

·	Any other factors that the Corporate Governance Committee or subcommittee deems relevant.

The policy does not apply to (a) compensation and 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 approved by Entergy’s Board of Directors, (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 composed solely of employee directors. None of the Boards of Directors of any of the Subsidiaries has any committees.

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Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy for the years ended December 31, ~~2010~~2011 and ~~2009~~2010 by Deloitte & Touche LLP, were as follows:

	2010	2009	2011	2010
Entergy Corporation (consolidated)
Audit Fees	$8,376,900	$9,175,534	$9,096,870	$8,376,900
Audit-Related Fees (a)	1,235,000	892,150	740,000	1,235,000

Total audit and audit-related fees	9,611,900	10,067,684	9,836,870	9,611,900
Tax Fees (b)	43,812	-	46,083	43,812
All Other Fees	-	-	-	-

Total Fees (c)	$9,655,712	$10,067,684	$9,882,953	$9,655,712

Entergy Arkansas
Audit Fees	$956,592	$924,277	$969,218	$956,592
Audit-Related Fees (a)	200,000	-	-	200,000

Total audit and audit-related fees	1,156,592	924,277	969,218	1,156,592
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$1,156,592	$924,277	$969,218	$1,156,592

Entergy Gulf States Louisiana
Audit Fees	$876,592	$871,277	$897,218	$876,592
Audit-Related Fees (a)	315,000	95,000	80,000	315,000

Total audit and audit-related fees	1,191,592	966,277	977,218	1,191,592
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$1,191,592	$966,277	$977,218	$1,191,592

Entergy Louisiana
Audit Fees	$946,592	$881,277	$1,031,718	$946,592
Audit-Related Fees (a)	315,000	95,000	280,000	315,000

Total audit and audit-related fees	1,261,592	976,277	1,311,718	1,261,592
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$1,261,592	$976,277	$1,311,718	$1,261,592

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	2010	2009	2011	2010
Entergy Mississippi
Audit Fees	$838,092	$881,277	$971,218	$838,092
Audit-Related Fees (a)	-	-	-	-

Total audit and audit-related fees	838,092	881,277	971,218	838,092
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$838,092	$881,277	$971,218	$838,092

Entergy New Orleans
Audit Fees	$838,092	$777,218	$901,218	$838,092
Audit-Related Fees (a)	-	-	-	-

Total audit and audit-related fees	838,092	777,218	901,218	838,092
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$838,092	$777,218	$901,218	$838,092

Entergy Texas
Audit Fees	$998,092	$1,896,277	$1,945,188	$998,092
Audit-Related Fees (a)	-	200,000	-	-

Total audit and audit-related fees	998,092	2,096,277	1,945,188	998,092
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$998,092	$2,096,277	$1,945,188	$998,092

System Energy
Audit Fees	$803,092	$826,828	$901,218	$803,092
Audit-Related Fees (a)	-	103,230	-	-

Total audit and audit-related fees	803,092	930,058	901,218	803,092
Tax Fees	-	-	-	-
All Other Fees	-	-	-	-

Total Fees (c)	$803,092	$930,058	$901,218	$803,092

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 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 15 of Form 10-K.

Some of the agreements included or incorporated by reference as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from the standard of “materiality” under the applicable securities laws; and (iv) were made only as ~~o f~~of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

Entergy acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading.

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

Entergy Corporation

(a) 1 --	Merger Agreement, dated as of December 4, 2011, among Entergy Corporation, Mid South TransCo LLC, ITC Holdings Corp. and Ibis Transaction Subsidiary LLC (2.1 to Form 8-K filed December 6, 2011 in 1-11299).

(a) 2 --	Separation Agreement, dated as of December 4, 2011, among Entergy Corporation, ITC Holdings Corp., Mid South TransCo LLC, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and Entergy Services, Inc. (2.2 to Form 8-K filed December 6, 2011 in 1-11299).

Entergy Gulf States Louisiana

~~(a)~~(b) 1 --	Plan of Merger of Entergy Gulf States, Inc. effective December 31, 2007 (2(ii) to Form 8-K15D5 filed January 7, 2008 in 333-148557).

(b) 2 --	Separation Agreement, dated as of December 4, 2011, among Entergy Corporation, ITC Holdings Corp., Mid South TransCo LLC, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and Entergy Services, Inc. (2.2 to Form 8-K filed December 6, 2011 in 1-11299).

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

Separation Agreement, dated as of December 4, 2011, among Entergy Corporation, ITC Holdings Corp., Mid South TransCo LLC, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and Entergy Services, Inc. (2.2 to Form 8-K filed December 6, 2011 in 1-11299).

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(3) Articles of Incorporation and By-laws

Entergy Corporation

(a) 1 --	Restated Certificate of Incorporation of Entergy Corporation dated October 10, 2006 (3(a) to Form 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 effect (3(ii) to Form 8-K filed 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).

(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 --	Articles of Amendment and Restatement for the Second Amended and Restated Articles of Incorporation of Entergy Arkansas, effective August 19, 2009 (3 to Form 8-K filed August 24, 2009 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).

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Entergy Gulf States Louisiana

(d) 1 --	Articles of Organization of Entergy Gulf States Louisiana effective December 31, 2007 (3(i) to Form 8-K15D5 filed January 7, 2008 in 333-148557).

(d) 2 --	Operating Agreement of Entergy Gulf States Louisiana, effective as of December 31, 2007 (3(ii) to Form 8-K15D5 filed January 7, 2008 in 333-148557).

Entergy Louisiana

(e) 1 --	Articles of Organization of Entergy Louisiana effective December 31, 2005 (3(c) to Form 8-K filed January 6, 2006 in 1-32718).

(e) 2 --	Regulations of Entergy Louisiana effective December 31, 2005, and as presently in effect (3(d) to Form 8-K filed January 6, 2006 in 1-32718).

Entergy Mississippi

(f) 1 --	Second Amended and Restated Articles of Incorporation of Entergy Mississippi, effective July 21, 2009 (99.1 to Form 8-K filed July 27, 2009 in 1-31508).

(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, effective 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 May 8, 2007, and as presently in effect (3(b) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).

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Entergy Texas

(h) 1 --	Certificate of Formation of Entergy Texas, effective December 31, 2007 (3(i) to Form 10 filed March 14, 2008 in 000-53134).

(h) 2 --	~~By-Laws~~Bylaws of Entergy Texas effective December 31, 2007 (3(ii) to Form 10 filed March 14, 2008 in 000-53134).

(4)	Instruments Defining Rights of Security Holders, Including Indentures

Entergy Corporation

(a) 1 --	See (4)(b) through (4)(h) 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, Entergy New Orleans, and Entergy Texas.

(a) 2 --	Credit Agreement ($3,500,000,000), dated as of 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, Union Bank of California, N.A., Wachovia Bank, National Association and William Street Commitment Corporation), Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (10(a) to Form 10-Q for the quarter ended June 30, 2007 in 1-11299).

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~~(a) 3 --~~	~~Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (4(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).~~

(a) ~~4 --~~	~~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) 5~~3 --	Indenture (For Unsecured Debt Securities), dated as of September 1, 2010, between Entergy Corporation and Wells Fargo Bank, National Association (4.01 to Form 8-K filed September 16, 2010 in 1-11299).

(a) 64 --	Officer’s Certificate for Entergy Corporation relating to 3.625% Senior Notes due September 15, 2015 (4.02(a) to Form 8-K filed September 16, 2010 in 1-11299).

(a) 75 --	Officer’s Certificate for Entergy Corporation relating to 5.125% Senior Notes due September 15, 2020 (4.02(b) to Form 8-K filed September 16, 2010 in 1-11299).

(a) 6 --	Officer’s Certificate for Entergy Corporation relating to 4.70% Senior Notes due January 15, 2017 (4.02 to Form 8-K filed January 13, 2012 in 1-11299).

System Energy

(b) 1 --

Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-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 ~~(Thir teenth)~~(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); A-2(a) to Rule 24 Certificate filed 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)).

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(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).

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Entergy Arkansas

Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by seventy 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~~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 );~~(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 ~~F orm~~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); ~~4(a )~~4(a) to Form 10-Q for the quarter ended June 30, 2006 in 1-10764 (Sixty-sixth); 4(b) to Form 10-Q for the quarter ended June 30, 2008 in 1-10764 (Sixty-seventh); 4(c)1 to Form 10-K for the year ended December 31, 2008 in 1-10764 (Sixty-eighth); 4.06 to Form 8-K dated October 8, 2010 in 1-10764 (Sixty-ninth); and 4.06 to Form 8-K dated November 12, 2010 in 1-10764 (Seventieth)).

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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); 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); 4(iv) to Form 8-K15D5 dated January 7, 2008 in 333-148557 (Seventy-fifth); 4(a) to Form 10-Q for the quarter ended June 30, 2008 in 333-148557 (Seventy-sixth); 4(a) to Form 10-Q for the quarter ended September 30, 2009 in 0-20371 (Seventy-seventh); 4.07 to Form 8-K dated October 1, 2010 in 0-20371 (Seventy-eighth); 4(c) to Form 8-K filed October 12, 2010 in 0-20371 (Seventy-ninth); and 4(f) to Form 8-K filed October 12, 2010 in 0-20371 (Eightieth)).

(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).

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(d) 3 --	Agreement of Resignation, Appointment and Acceptance, dated as of October 3, 2007, among Entergy Gulf States, Inc., JPMorgan Chase Bank, National Association, as resigning trustee, and The Bank of New York, as successor trustee (4(a) to Form 10-Q for the quarter ended September 30, 2007 in 1-27031).

(d) 4 --	Credit Agreement ($200,000,000), dated as of August 2, 2007, among Entergy Gulf States, Inc., 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(c) to Form 10-Q for the quarter ended June 30, 2007 in 1-27031).

(d) 5 --	Assumption Agreement, dated as of May 30, 2008, among Entergy Texas, Inc., Entergy Gulf States Louisiana, L.L.C. and Citibank, N.A., as administrative agent (10(a) to Form 10-Q for the quarter ended March 31, 2008 in 0-53134).

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Entergy Louisiana

(e) 1 --

Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by ~~seventy~~seventy-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 ~~70-72 70~~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); 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); B-4(ii) to Rule 24 Certificate dated January 10, 2006 in 70-10324 (Sixty-fourth); 4(a) to Form 10-Q for the quarter ended September 30, 2008 in 1-32718 (Sixty-fifth); 4(e)1 to Form 10-K for the year ended December 31, 2009 in 1-132718 (Sixty-sixth); 4(a) to Form 10-Q for the quarter ended March 31, 2010 in 1-32718 (Sixty-seventh); 4.08 to Form 8-K dated September 24, 2010 in 1-32718 (Sixty-eighth); 4(c) to Form 8-K filed October 12, 2010 in 1-32718 (Sixty-ninth); ~~and~~ 4.08 to Form 8-K dated November 23, 2010 in 1-32718 (Seventieth); 4.08 to Form 8-K dated March 24, 2011 in 1-32718 (Seventy-first); 4(a) to Form 10-Q for the quarter ended June 30, 2011 in 1-32718 (Seventy-second); 4.08 to Form 8-K dated December 15, 2011 in 1-32718 (Seventy-third); and 4.08 to Form 8-K dated January 12, 2012 in 1-32718 (Seventy-fourth)).

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(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).

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(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-seven~~twenty-nine 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); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth); 4(b) to Form 10-Q for the quarter ended June 30, 2009 in 1-31508 (Twenty-sixth); ~~and~~ 4(b) to Form 10-Q for the quarter ended March 31, 2010 in 1-31508 (Twenty-seventh); 4.38 to Form 8-K dated April 15, 2011 in 1-31508 (Twenty-eighth); and 4.38 to Form 8-K dated May 13, 2011 in 1-31508 (Twenty-ninth)).

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Entergy New Orleans

(g) 1 --

Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by fifteen 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); 4(b) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Thirteenth); 4(e) to Form 10-Q for the quarter ended June 30, 2005 in 0-5807 (Fourteenth); and 4.02 to Form 8-K dated November 23, 2010 in 0-5807 (Fifteenth)).

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Entergy Texas

(h) 1 --	Credit Agreement ($200,000,000), dated as of August 2, 2007, among Entergy Gulf States, Inc. 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, 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 LC Issuing Bank (10(c) to Form 10-Q for the quarter ended June 30, 2007 in 1-11299).

(h) 2 --	Assumption Agreement, dated as of May 30, 2008, among Entergy Texas, Inc., Entergy Gulf States Louisiana, L.L.C. and Citibank, N.A., as administrative agent (10(a) to Form 10-Q for the quarter ended March 31, 2008 in 0-53134).

(h) 3 --	Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee (4(h)2 to Form 10-K for the year ended December 31, 2008 in 0-53134).

(h) 4 --	Officer’s Certificate No. 1-B-1 dated January 27, 2009, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee (4(h)3 to Form 10-K for the year ended December 31, 2008 in 0-53134).

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(h) 5 --	Officer’s Certificate No. 2-B-2 dated May 14, 2009, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee (4(a) to Form 10-Q for the quarter ended June 30, 2009 in 1-34360).

(h) 6 --	Officer’s Certificate No. 3-B-3 dated May 18, 2010, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee (4(a) to Form 10-Q for the quarter ended June 30, 2010 in 1-34360).

(h) 7 --	Officer’s Certificate No. 5-B-4 dated September 7, 2011, supplemental to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee (4.40 to Form 8-K dated September 13, 2011 in 1-34360).

(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 --	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 1-11299).

(a) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

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(a) 4 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

(a) 5 --	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) 6 --	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) 7 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(a)7 to Form 10-K for the year ended December 31, 2009 in 1-11299).~~Services.

(a) 8 --	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) 9 --	First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).

(a) 10 --	Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).

(a) 11 --	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) 12 --	Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).

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(a) 13 --	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) 14 --	First Amendment to Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 17, 2004 (10(a)24 to Form 10-K for the year ended December 31, 2004 in 1-11299).

(a) 15 --	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 (10(a)24 to Form 10-K for the year ended December 31, 2007 in 1-11299).

(a) 16 --	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) 17 --	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) 18 --	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).

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(a) 19 --	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 (10(a)36 to Form 10-K for the year ended December 31, 2007 in 1-11299).

(a) 20 --	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).

(a) 21 --	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) 22 --	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) 23 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(a) 24 --	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).

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(a) 25 --	Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

(a) 26 --	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) 27 --	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) 28 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

(a) 29 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

(a) 30 --	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) 31 --	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) 32 --	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).

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(a) 33 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(a) 34 --	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).

(a) 35 --	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) 36 --	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) 37 --	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) 38 --	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) 39 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-11299).

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(a) 40 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-11299).

(a) 41 --	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) 42 --	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) 43 --	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) 44 --	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) 45 --	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) 46 --	~~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).~~

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~~Table of Contents~~

~~+(a) 47 --~~	~~Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).~~

~~+(a) 48 --~~	~~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) 49 --~~	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~~Definitive Proxy Statement filed on ~~May 12,~~March 24, 2006 in 1-11299).

*+(a) 5047 --	First Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective October 26, ~~2006.~~2006 (10(a)50 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5148 --	Second Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective January 1, ~~2009.~~2009 (10(a)51 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5249 --	Third Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective December 30, ~~2010.~~2010 (10(a)52 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5350 --	Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (Effective for Grants and Elections After February 13, 2003) (10(a) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

*+(a) 5451 --	First Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective January 1, ~~2005.~~2005 (10(a)54 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5552 --	Second Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective October 26, ~~2006.~~2006 (10(a)55 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5653 --	Third Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective January 1, ~~2009.~~2009 (10(a)56 to Form 10-K for the year ended December 31, 2010 in 1-11299).

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+(a) 54 --	2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Annex A to Entergy Corporation’s Definitive Proxy Statement filed on March 24, 2011 in 1-11299).

*+(a) 5755 --	Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, ~~2009.~~2009 (10(a)57 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5856 --	First Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~2010 (10(a)58 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 5957 --	Second Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 58 --	Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, ~~2009.~~2009 (10(a)59 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 6059 --	First Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~2010 (10(a)60 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 60 --	Second Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 61 --	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) 62 --	Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, ~~2009.~~2009 (10(a)62 to Form 10-K for the year ended December 31, 2010 in 1-11299).

~~E-12~~

~~Table of Contents~~

*+(a) 63 --	First Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~2010 (10(a)63 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 64 --	Second Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 6465 --	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) 6566 --	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) 6667 --	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) 6768 --	System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of January 1, 2009 (10(a)77 to Form 10-K for the year ended December 31, 2009 in 1-11299).

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Table of Contents

+(a) ~~68--~~69--	First Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective January 1, 2010 (10(a)78 to Form 10-K for the year ended December 31, 2009 in 1-11299).

*+(a) 6970 --	Second Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~

~~+(a) 70 --~~	~~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) 71 --~~	~~First Amendment of the System Executive Continuity Plan II of Entergy Corporation and Subsidiaries, effective December 29, 2004~~2010 (10(a)7869 to Form 10-K for the year ended December 31, ~~2004~~2010 in 1-11299).

*+(a) 71 --	Third Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 72 --	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) 73 --	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) 74 --	Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, ~~2009.~~2009 (10(a)74 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 75 --	First Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~2010 (10(a)75 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 76 --	Second Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 7677 --	Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, effective January 1, 2009 (10(a) to Form 10-Q for the quarter ended June 30, 2008 in 1-11299).

+(a) 7778 --	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) 7879 --	System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, ~~2009.~~2009 (10(a)78 to Form 10-K for the year ended December 31, 2010 in 1-11299).

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~~Table of Contents~~

*+(a) 7980 --	First Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, ~~2010.~~2010 (10(a)79 to Form 10-K for the year ended December 31, 2010 in 1-11299).

*+(a) 81 --	Second Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

+(a) 8082 --	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) 8183 --	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).

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Table of Contents

+(a) 8284 --	Amendment to Retention Agreement effective December 30, 2005 between J. Wayne Leonard and Entergy Corporation (10(a)91 to Form 10-K for the year ended December 31, 2005 in 1-11299).

*+(a) 8385 --	Amendment to Retention Agreement effective January 1, 2009 between J. Wayne Leonard and Entergy ~~Corporation.~~Corporation (10(a)83 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 8486 --	Amendment to Retention Agreement effective January 1, 2010 between J. Wayne Leonard and Entergy Corporation (10(a)92 to Form 10-K for the year ended December 31, 2009 in 1-11299).

*+(a) 8587 --	Amendment to Retention Agreement effective December 30, 2010 between J. Wayne Leonard and Entergy ~~Corporation.~~Corporation (10(a)85 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 8688 --	Restricted Unit Agreement between J. Wayne Leonard and Entergy Corporation (10(a)93 to Form 10-K for the year ended December 31, 2009 in 1-11299).

(a) 8789 --	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) ~~88 --~~	~~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) 89~~90 --	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).

+(a) 9091 --	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) 9192 --	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) 9293 --	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) 9394 --	Amendment to Retention Agreement effective January 1, 2009 between Leo P. Denault and Entergy ~~Corporation.~~Corporation (10(a)93 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 9495 --	Amendment to Retention Agreement effective January 1, 2010 between Leo P. Denault and Entergy Corporation (10(a)101 to Form 10-K for the year ended December 31, 2009 in 1-11299).

~~E-14~~

~~Table of Contents~~

*+(a) 9596 --	Amendment to Retention Agreement effective December 30, 2010 between Leo P. Denault and Entergy ~~Corporation.~~Corporation (10(a)95 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 9697 --	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) 9798 --	Entergy Corporation Outside Director Stock Program Established under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Amended and Restated effective January 1, 2009) (10(b) to Form 10-Q for the quarter ended June 30, 2008 in 1-11299).

+(a) 9899 --	First Amendment to Entergy Corporation Outside Director Stock Program Established under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation Subsidiaries (10(a)105 to Form 10-K for the year ended December 31, 2008 in 1-11299).

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+(a) 99100 --	Entergy Corporation Outside Director Stock Program Established under the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the quarter ended June 30, 2011 in 1-11299).

+(a) 101 --	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) ~~100~~102 --	Entergy Nuclear Retention Plan, as amended and restated January 1, 2007 (10(a)107 to Form 10-K for the year ended December 31, 2007 in 1-11299).

+(a) ~~101~~103 --	Restricted Unit Agreement between Leo P. Denault and Entergy Corporation (10(a) to Form 10-Q for the quarter ended March 31, 2008 in 1-11299).

+(a) ~~102~~104 --	Retention Agreement effective December 16, 2009 between Richard J. Smith and Entergy Corporation (10(a)112 to Form 10-K for the year ended December 31, 2009 in 1-11299).

+(a) ~~103~~105 --	Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries as amended and restated effective January 1, 2010 (Annex A to Entergy Corporation’s ~~definitive proxy statement for its annual meeting of stockholders held~~Definitive Proxy Statement filed on ~~May 7, 2010)~~March 17, 2010 in 1-11299).

*+(a) ~~104~~106 --	~~Form~~First Amendment of ~~Stock Option Grant Letter, as~~the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011.

*+(a) ~~105~~107 --	Form of Stock Option Grant Letter.

*+(a) 108 --	Form of Long Term Incentive Program Performance Unit Grant ~~Letter, as of January 27, 2011.~~Letter.

*+(a) ~~106~~109 --	Form of Restricted Stock Grant ~~Letter,~~Letter.

(a) 110 --	Employee Matters Agreement, dated as of ~~January 27, 2011.~~December 4, 2011, among Entergy Corporation, Mid South TransCo LLC and ITC Holdings Corp. (10.1 to Form 8-K filed December 6, 2011 in 1-11299).

System Energy

(b) 1 through (b) 8 -- See 10(a)8 through 10(a)15 above.

(b) 9 through (b) 15 -- See 10(a)16 through 10(a)22 above.

(b) 16 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(b) 17 --	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~~

~~Table of Contents~~

(b) 18 --	Operating Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

(b) 19 --	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) 20 --	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).

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Table of Contents

(b) 21 --	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) 22 --	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) 23 --	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) 24 --	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) 25 --	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) 26 --	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) 27 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

(b) 28 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

(b) 29 --	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).

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~~Table of Contents~~

(b) 30 --	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) 31 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(b) 32 --	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).

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Table of Contents

(b) 33 --	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) 34 --	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) 35 --	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) 36 --	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) 37 --	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) 38 --	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) 39 --	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) 40 --	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) 41 --	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) 42 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-9067).

(b) 43 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-9067).

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~~Table of Contents~~

(b) 44 --	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) 45 --	Amendment, dated January 1, 2004, to Service Agreement with Entergy Services (10(b)57 to Form 10-K for the year ended December 31, 2004 in 1-9067).

*(b) 46 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(b)62 to Form 10-K for the year ended December 31, 2009 in 1-9067).~~Services.

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Table of Contents

(b) 47 --	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) 48 --	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) 49 --	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) 50 --	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) 51 --	First Amendment and Consent, dated as of May 3, 2004, to Letter of Credit and Reimbursement Agreement (10(b)63 to Form 10-K for the year ended December 31, 2004 in 1-9067).

(b) 52 --	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).

(b) 53 --	Third Amendment and Consent, dated as of May 14, 2009, to Letter of Credit and Reimbursement Agreement (10(b)69 to Form 10-K for the year ended December 31, 2009 in 1-9067).

(b) 54 --	Fourth Amendment and Consent, dated as of April 15, 2010, to Letter of Credit and Reimbursement Agreement (10(a) to Form 10-Q for the quarter ended March 31, 2010 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 --	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 1-10764).

(c) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

(c) 4 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

~~E-18~~

~~Table of Contents~~

(c) 5 --	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) 6 --	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) 7 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(c)7 to Form 10-K for the year ended December 31, 2009 in 1-10764).~~Services.

(c) 8 through (c) 15 -- See 10(a)8 through 10(a)15 above.

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Table of Contents

(c) 16 --	Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPA)(13(h) in 2-11467).

(c) 17 --	Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)2 in 2-41080).

(c) 18 --	Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)3 in 2-41080).

(c) 19 --	Amendment, dated September 5, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)4 in 2-41080).

(c) 20 --	Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)5 in 2-41080).

(c) 21 --	Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)6 in 2-41080).

(c) 22 --	Amendment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)7 in 2-41080).

(c) 23 --	Amendment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)8 in 2-41080).

(c) 24 --	Amendment, dated October 14, 1971, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)9 in 2-43175).

(c) 25 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)10 in 2-60233).

(c) 26 --	Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).

(c) 27 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)1 in 2-60233).

(c) 28 --	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).

~~E-19~~

~~Table of Contents~~

(c) 29 --	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) 30 --	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).

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Table of Contents

(c) 31 --	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).

(c) 32 --	Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)3 in 2-66235).

(c) 33 --	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) 34 --	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) 35 --	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) 36 --	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) 37 --	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) 38 --	Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)7(a) in 2-66235).

(c) 39 --	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) 40 --	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) 41 --	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).

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~~Table of Contents~~

(c) 42 --	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) 43 --	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) 44 --	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) 45 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

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Table of Contents

(c) 46 --	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).

(c) 47 --	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) 48 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(c) 49 --	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) 50 --	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) 51 --	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) 52 --	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) 53 --	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) 54 --	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) 55 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-10764).

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(c) 56 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-10764).

(c) 57 --	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) 58 --	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).

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(c) 59 --	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) 60 --	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) 61 --	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) 62 --	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).

(c) 63 --	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) 64 --	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) 65 --	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).

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 --~~	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).

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~~Table of Contents~~

(d) 42 --	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) 53 --	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) 64 --

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).

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(d) 75 --	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) 86 --	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) 97 --	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) 108 --	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) 119 --	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) 1210 --	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).

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+(d) 1311 --	Trust Agreement for Deferred Installments under Entergy Gulf 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) 1412 --	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).

+(d) 1513 --	Trust Agreement for Entergy Gulf 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) 1614 --	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) 1715 --	Trust and Investment Management Agreement between Entergy Gulf States, Inc. and Morgan Guaranty and Trust Company of New York (the “Decommissioning Trust 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).

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(d) 1816 --	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) 1917 --	Amendment No. 3 dated March 5, 1998 between Entergy Gulf States, Inc. and Mellon Bank to Decommissioning Trust Agreement (10(d)23 to Form 10-K for the year ended December 31, 2004 in 1-27031).

(d) 2018 --	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) 2119 --	Amendment No. 5 dated December 31, 2007 between Entergy Gulf States Louisiana, L.L.C. and Mellon Bank. N.A. to Decommissioning Trust Agreement (10(d)21 to Form 10-K for the year ended December 31, 2007 in 333-148557).

(d) 2220 --	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) 2321 --	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) 2422 --	Trust Agreement for Entergy Gulf 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).

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~~Table of Contents~~

+(d) 2523 --	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) 2624 --	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) 2725 --	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) 2826 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 0-20371).

(d) 2927 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 0-20371).

(d) ~~30 --~~	~~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) 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 Parish of Iberville, State of Louisiana (10(d)29 to Form 10-K for the year ended December 31, 2007 in 333-148557).

~~(d) 32~~28 --	Operating Agreement dated as of January 1, 2008, between Entergy Operations, Inc. and Entergy Gulf States Louisiana (10(d)39 to Form 10-K for the year ended December 31, 2007 in 333-148557).

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(d) 3329 --	Service Agreement dated as of January 1, 2008, between Entergy Services, Inc. and Entergy Gulf States Louisiana (10(d)40 to Form 10-K for the year ended December 31, 2007 in 333-148557).

*(d) 3430 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(d)45 to Form 10-K for the year ended December 31, 2009 in 0-20371).~~Services.

(d) 3531 --	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) 3632 --	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 (10(d)42 to Form 10-K for the year ended December 31, 2007 in 333-148557).

(d) 3733 --	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 (10(d)43 to Form 10-K for the year ended December 31, 2007 in 333-148557).

(d) 3834 --	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 (10(d)44 to Form 10-K for the year ended December 31, 2007 in 333-148557).

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~~Table of Contents~~

(d) 3935 --	Second Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of July 22, 2010 (10(a) to Form 10-Q for the quarter ended June 30, 2010).

(d) 4036 --	Loan Agreement, dated as of October 1, 2010, between the Louisiana Public Facilities Authority and Entergy Gulf States Louisiana, L.L.C. relating to Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010A (4(b) to Form 8-K filed October 12, 2010 in 0-20371).

(d) 4137 --	Loan Agreement, dated as of October 1, 2010, between the Louisiana Public Facilities Authority and Entergy Gulf States Louisiana, L.L.C. relating to Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010B (4(e) to Form 8-K filed October 12, 2010 in 0-20371).

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 --	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 1-32718).

(e) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

(e) 4 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-42523).

(e) 5 --	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).

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(e) 6 --	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) 7 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(e)7 to Form 10-K for the year ended December 31, 2009 in 1-32718).~~Services.

(e) 8 through (e) 15 -- See 10(a)8 through 10(a)15 above.

(e) 16 --	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) 17 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(e) 18 --	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) 19 --	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~~

~~Table of Contents~~

(e) 20 --	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) 21 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(e) 22 --	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) 23--	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) 24 --	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) 25 --	Second Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of July 22, 2010 (10(a) to Form 10-Q for the quarter ended June 30, 2010).

(e) 26 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-32718).

(e) 27 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-32718).

(e) 28 --	Loan Agreement, dated as of October 1, 2010, between the Louisiana Public Facilities Authority and Entergy Louisiana, LLC relating to Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 (4(b) to Form 8-K filed October 12, 2010 in 1-32718).

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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 --	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 1-31508).

(f) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

(f) 4 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (D in 37-63).

(f) 5 --	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) 6 --	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).

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~~Table of Contents~~

*(f) 7 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(f)7 to Form 10-K for the year ended December 31, 2009 in 1-31508).~~Services.

(f) 8 through (f) 15 -- See 10(a)8 through 10(a)15 above.

(f) 16 --	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) 17 --	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) 18 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).

(f) 19 --	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) 20 --	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) 21 --	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) 22 --	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) 23 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

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+(f) 24 --	Post-Retirement Plan (10(d)24 to Form 10-K for the year ended December 31, 1983 in 0-320).

(f) 25 --	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) 26 --	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) 27 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(f) 28 --	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) 29 --	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).

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~~Table of Contents~~

(f) 30 --	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) 31 --	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) 32 --	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) 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).

(f) 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).

(f) 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).

(f) 36 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-31508).

(f) 37 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-31508).

(f) 38 --	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).

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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 --	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 0-5807).

(g) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

(g) 4 --	Service Agreement with Entergy Services dated as of April 1, 1963 (5(a)5 in 2-42523).

(g) 5 --	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).

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~~Table of Contents~~

(g) 6 --	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) 7 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(g)7 to Form 10-K for the year ended December 31, 2009 in 0-5807).~~Services.

(g) 8 through (g) 15 -- See 10(a)8 through 10(a)15 above.

(g) 16 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(g) 17 --	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) 18 --	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) 19 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(g) 20 --	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) 21 --	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) 22 --	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).

E-30

Table of Contents

(g) 23 --	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) 24 --	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) 25 --	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) 26 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 0-5807).

~~E-30~~

~~Table of Contents~~

(g) 27 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 0-5807).

(g) 28 --	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).

Entergy Texas

(h) 1 --	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).

(h) 2 --	Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, Inc., 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).

(h) 3 --	Lease and Sublease Agreement, dated August 15, 1980, between Statmont and Entergy Gulf States, Inc., 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).

(h) 4 --	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).

(h) 5 --	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).

(h) 6 --	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).

E-31

Table of Contents

(h) 7 --	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).

+(h) 8 --	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).

+(h) 9 --	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).

~~E-31~~

~~Table of Contents~~

+(h) 10 --	Trust Agreement for Deferred Installments under Entergy Gulf 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).

+(h) 11 --	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).

+(h) 12 --	Trust Agreement for Entergy Gulf 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).

(h) 13 --	Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States, Inc. 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).

+(h) 14 --	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).

+(h) 15 --	Trust Agreement for Entergy Gulf 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).

+(h) 16 --	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).

(h) 17 --	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).

(h) 18 --	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-32

Table of Contents

(h) 19 --	Fifth Amendment dated November 20, 2009 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a)56 to Form 10-K for the year ended December 31, 2009 in 1-34360).

(h) 20 --	Sixth Amendment dated October 11, 2010 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (10(a) to Form 10-Q for the quarter ended September 30, 2010 in 1-34360).

(h) 21 --	Service Agreement dated as of January 1, 2008, between Entergy Services, Inc. and Entergy Texas (10(h)25 to Form 10-K for the year ended December 31, 2008 in 3-53134).

*(h) 22 --	Amendment, dated ~~June~~January 1, ~~2009,~~2011, to Service Agreement with Entergy ~~Services (10(h)27 to Form 10-K for the year ended December 31, 2009 in 1-34360).~~Services.

~~E-32~~

~~Table of Contents~~

(12) Statement Re Computation of Ratios

*(a)	Entergy Arkansas’s 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’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

*(f)	Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.

*(g)	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 ~~473.~~492.

*(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.

E-33

Table of Contents

*(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.

~~E-33~~

~~Table of Contents~~

*(l)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

*(m)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

*(n)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

*(o)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

*(p)	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 Mississippi.

*(j)	Section 1350 Certification for Entergy Mississippi.

*(k)	Section 1350 Certification for Entergy New Orleans.

E-34

Table of Contents

*(l)	Section 1350 Certification for Entergy New Orleans.

*(m)	Section 1350 Certification for Entergy Texas.

*(n)	Section 1350 Certification for Entergy Texas.

*(o)	Section 1350 Certification for System Energy.

*(p)	Section 1350 Certification for System Energy.

(101) XBRL Documents

Entergy Corporation

*INS -	XBRL Instance Document.

*SCH -	XBRL Taxonomy Extension Schema Document.

~~E-34~~

~~Table of Contents~~

*CAL -	XBRL Taxonomy Extension Calculation Linkbase Document.

*DEF -	XBRL Taxonomy Extension Definition Linkbase Document.

*LAB -	XBRL Taxonomy Extension Label Linkbase Document.

*PRE -	XBRL Taxonomy Extension Presentation Linkbase Document.

_________________

* Filed herewith.

+ Management contracts or compensatory plans or arrangements.

E-35

(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, ~~2010~~2011
	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, 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	ENTERGY 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	0-05807	ENTERGY NEW ORLEANS, INC. (a Louisiana corporation) 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3700 72-0273040


0-20371	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	1-34360	ENTERGY TEXAS, INC. (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 981-2000 61-1435798


1-32718	ENTERGY LOUISIANA, LLC (a Texas limited liability company) 446 North Boulevard Baton Rouge, Louisiana 70802 Telephone (800) 368-3749 75-3206126	1-09067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 72-0752777

Registrant	Title of Class	Name of Each Exchange on Which Registered

Entergy Corporation	Common Stock, $0.01 Par Value – ~~179,037,924~~176,620,417 shares outstanding at January 31, ~~2011~~2012	New York Stock Exchange, Inc. Chicago Stock Exchange, Inc.

Entergy Arkansas, Inc.	Mortgage Bonds, 5.75% Series due November 2040	New York Stock Exchange, Inc.

Entergy Louisiana, LLC	Mortgage Bonds, 6.0% Series due March 2040	New York Stock Exchange, Inc.
	Mortgage Bonds, 5.875% Series due June 2041	New York Stock Exchange, Inc.

Entergy Mississippi, Inc.	Mortgage Bonds, 6.0% Series due November 2032	New York Stock Exchange, Inc.
	Mortgage Bonds, 6.20% Series due April 2040	New York Stock Exchange, Inc.
	Mortgage Bonds, 6.0% Series due May 2051	New York Stock Exchange, Inc.

Entergy Texas, Inc.	Mortgage Bonds, 7.875% Series due June 2039	New York Stock Exchange, Inc.

	Yes	No

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

	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company

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
Entergy Texas, Inc.			Ö
System Energy Resources, Inc.			Ö

	SEC Form 10-K Reference Number	Page Number

Forward-looking information		viiv
Definitions		ixvii
Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	1
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	44
Report of Independent Registered Public Accounting Firm		45
Consolidated Income Statements For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	46
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	47
Consolidated Statements of Cash Flows For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	48
Consolidated Balance Sheets, December 31, 2011 and 2010	Part II. Item 8.	50
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	52
Notes to Financial Statements	Part II. Item 8.	53
Entergy’s Business	Part I. Item 1.
Utility	Part I. Item 1.	195
Entergy ~~Corporation~~Wholesale Commodities	Part I. Item 1.	214
Entergy-Koch	Part I. Item 1.	218
Regulation of Entergy’s Business	Part I. Item 1.	218
Litigation		234
Employees		236
Availability of SEC filings and ~~Subsidiaries~~other information on Entergy’s website		237
Risk Factors	Part I. Item 1A.	238
Unresolved Staff Comments	Part I. Item 1B.	None
Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	1
~~Results of Operations~~		2
~~Liquidity and Capital Resources~~		12
~~Rate, Cost-recovery, and Other Regulation~~		23
~~Market and Credit Risk Sensitive Instruments~~		29
~~Critical Accounting Estimates~~		31
~~New Accounting Pronouncements~~		38
~~Report of Management~~		39
~~Selected Financial Data - Five-Year Comparison~~	~~Part II. Item 6.~~	40259
Report of Independent Registered Public Accounting Firm		41273
Consolidated Income Statements For the Years Ended December 31, ~~2010,~~2011, ~~2009,~~2010, and ~~2008~~2009	Part II. Item 8.	43274
Consolidated Statements of Cash Flows For the Years Ended December 31, ~~2010, 2009, and 2008~~	~~Part II. Item 8.~~	44
~~Consolidated Balance Sheets, December 31,~~2011, 2010, and 2009	Part II. Item 8.	46
~~Consolidated Statements of Changes in Equity and Comprehensive Income~~ ~~for the Years Ended December 31, 2010, 2009, and 2008~~	~~Part II. Item 8.~~	48
~~Notes to Financial Statements~~	~~Part II. Item 8.~~	49
~~Entergy’s Business~~	~~Part I. Item 1.~~
~~Strategy~~		~~185~~
~~Utility~~	~~Part I. Item 1.~~	~~185~~
~~Customers~~		~~186~~
~~Electric Energy Sales~~		~~186~~
~~Retail Rate Regulation~~		~~187~~
~~Property and Other Generation Resources~~		~~192~~
~~Fuel Supply~~		~~195~~
~~Federal Regulation of the Utility~~		~~198~~
~~Service Companies~~		~~201~~
~~Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas~~		~~201~~
~~Earnings Ratios of Registrant Subsidiaries~~		~~202~~
~~Entergy Wholesale Commodities~~	~~Part I. Item 1.~~	~~203~~
~~Property~~		~~203~~
~~Energy and Capacity Sales~~		~~206~~
~~Fuel Supply~~		~~207~~
~~Other Business Activities~~		~~207~~
~~Entergy-Koch~~	~~Part I. Item 1.~~	~~208~~
~~Regulation of Entergy’s Business~~	~~Part I. Item 1.~~	~~208~~
~~Energy Policy Act of 2005~~		~~208~~
~~Federal Power Act~~		~~209~~
~~State Regulation~~		~~209~~
~~Regulation of the Nuclear Power Industry~~		~~211~~
~~Environmental Regulation~~		~~213~~
~~Litigation~~		~~225~~
~~Employees~~		~~227~~

~~Availability of SEC filings and other information on Entergy’s website~~		~~228~~
~~Risk Factors~~	~~Part I. Item 1A.~~	~~229~~
~~Unresolved Staff Comments~~	~~Part I. Item 1B.~~	~~None~~
~~Entergy Arkansas, Inc. and Subsidiaries~~
~~Management’s Financial Discussion and Analysis~~	~~Part II. Item 7.~~	~~249~~
~~Results of Operations~~		~~249~~
~~Liquidity and Capital Resources~~		~~252~~
~~State and Local Rate Regulation~~		~~257~~
~~Federal Regulation~~		~~258~~
~~Nuclear Matters~~		~~258~~
~~Environmental Risks~~		~~259~~
~~Critical Accounting Estimates~~		~~259~~
~~New Accounting Pronouncements~~		~~261~~
~~Report of Independent Registered Public Accounting Firm~~		~~263~~
~~Consolidated Income Statements For the Years Ended December 31, 2010,~~ ~~2009, and 2008~~	~~Part II. Item 8.~~	~~264~~
~~Consolidated Statements of Cash Flows For the Years Ended December 31,~~ ~~2010, 2009, and 2008~~	~~Part II. Item 8.~~	~~265~~275
Consolidated Balance Sheets, December 31, ~~2010~~2011 and ~~2009~~2010	Part II. Item 8.	~~266~~276
Consolidated Statements of Changes in Common Equity for the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~268~~278
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~269~~279
Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~270~~
~~Results of Operations~~		~~270~~
~~Liquidity and Capital Resources~~		~~273~~
~~State and Local Rate Regulation~~		~~279~~
~~Industrial and Commercial Customers~~		~~281~~
~~Federal Regulation~~		~~281~~
~~Nuclear Matters~~		~~281~~
~~Environmental Risks~~		~~282~~
~~Critical Accounting Estimates~~		~~282~~
~~New Accounting Pronouncements~~		~~283~~280
Report of Independent Registered Public Accounting Firm		~~285~~294
Income Statements For the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~286~~295
Statements of Comprehensive Income For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	296
Statements of Cash Flows For the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~287~~297
Balance Sheets, December 31, 2011 and 2010	Part II. Item 8.	298

Statements of Changes in Equity for the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	~~288~~
~~Statements of Changes in Equity and Comprehensive Income for the Years~~ ~~Ended December 31, 2010, 2009, and 2008~~	~~Part II. Item 8.~~	~~290~~300
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~291~~301
Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~292~~
~~Results of Operations~~		~~292~~
~~Liquidity and Capital Resources~~		~~295~~
~~State and Local Rate Regulation~~		~~303~~
~~Industrial and Commercial Customers~~		~~304~~
~~Federal Regulation~~		~~304~~
~~Nuclear Matters~~		~~304~~
~~Environmental Risks~~		~~305~~
~~Critical Accounting Estimates~~		~~305~~
~~New Accounting Pronouncements~~		~~306~~302
Report of Independent Registered Public Accounting Firm		~~307~~318

Consolidated Income Statements For the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~308~~319
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	320
Consolidated Statements of Cash Flows For the Years Ended December 31, ~~2010, 2009,~~ ~~and 2008~~	~~Part II. Item 8.~~	~~309~~
~~Balance Sheets, December 31,~~2011, 2010, and 2009	Part II. Item 8.	~~310~~321
~~Statements of Change in Equity and Comprehensive Income for the Years~~ ~~Ended~~Consolidated Balance Sheets, December 31, ~~2010, 2009,~~2011 and ~~2008~~2010	Part II. Item 8.	~~312~~322
Consolidated Statements of Change in Equity for the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	324
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~313~~325
Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~314~~
~~Results of Operations~~		~~314~~
~~Liquidity and Capital Resources~~		~~316~~
~~State and Local Rate Regulation~~		~~320~~
~~Federal Regulation~~		~~321~~
~~Critical Accounting Estimates~~		~~322~~
~~New Accounting Pronouncements~~		~~323~~326
Report of Independent Registered Public Accounting Firm		~~325~~337
Income Statements For the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~326~~338
Statements of Cash Flows For the Years Ended December 31, 2011, 2010, ~~2009,~~ ~~and 2008~~	~~Part II. Item 8.~~	~~327~~
~~Balance Sheets, December 31, 2010~~ and 2009	Part II. Item 8.	~~328~~
~~Statements of Changes in Common Equity for the Years Ended December 31, 2010,~~ ~~2010, 2009, and 2008~~	~~Part II. Item 8.~~	~~330~~
~~Selected Financial Data - Five-Year Comparison~~	~~Part II. Item 6.~~	~~331~~
~~Entergy New Orleans, Inc.~~
~~Management’s Financial Discussion and Analysis~~	~~Part II. Item 7.~~	~~332~~
~~Results of Operations~~		~~332~~
~~Hurricane Katrina~~		~~334~~
~~Liquidity and Capital Resources~~		~~335~~
~~State and Local Rate Regulation~~		~~338~~
~~Federal Regulation~~		~~340~~
~~Environmental Risks~~		~~340~~
~~Critical Accounting Estimates~~		~~340~~
~~New Accounting Pronouncements~~		~~342~~
~~Report of Independent Registered Public Accounting Firm~~		~~343~~
~~Income Statements For the Years Ended December 31, 2010, 2009, and~~ ~~2008~~	~~Part II. Item 8.~~	~~344~~
~~Statements of Cash Flows For the Years Ended December 31, 2010, 2009,~~ ~~and 2008~~	~~Part II. Item 8.~~	~~345~~339
Balance Sheets, December 31, ~~2010~~2011 and ~~2009~~2010	Part II. Item 8.	~~346~~340
Statements of Changes in Common Equity for the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~348~~342
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~349~~343
Entergy ~~Texas,~~New Orleans, Inc. ~~and Subsidiaries~~
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~350~~344
~~Results of Operations~~		~~350~~
~~Liquidity and Capital Resources~~		~~353~~
~~Electric Industry Restructing~~		~~358~~
~~State and Local Rate Regulation~~		~~358~~
~~Federal Regulation~~		~~360~~
~~Industrial and Commercial Customers~~		~~360~~
~~Environmental Risks~~		~~360~~
~~Critical Accounting Estimates~~		~~360~~
~~New Accounting Pronouncements~~		~~362~~

Report of Independent Registered Public Accounting Firm		~~363~~355
Income Statements For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	356
Statements of Cash Flows For the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	357
Balance Sheets, December 31, 2011 and 2010	Part II. Item 8.	358
Statements of Changes in Common Equity for the Years Ended December 31, 2011, 2010, and 2009	Part II. Item 8.	360
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	361
Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	362
Report of Independent Registered Public Accounting Firm		373
Consolidated Income Statements For the Years Ended December 31, ~~2010,~~2011, ~~2009,~~2010, and ~~2008~~2009	Part II. Item 8.	~~364~~374
Consolidated Statements of Cash Flows For the Years Ended December 31, ~~2010, 2009, and 2008~~	~~Part II. Item 8.~~	~~365~~
~~Consolidated Balance Sheets, December 31,~~2011, 2010, and 2009	Part II. Item 8.	~~366~~375
Consolidated Balance Sheets, December 31, 2011 and 2010	Part II. Item 8.	376
Consolidated Statements of Changes in Common Equity for the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~368~~378
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~369~~379
System Energy Resources, Inc.
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~370~~
~~Results of Operations~~		~~370~~
~~Liquidity and Capital Resources~~		~~370~~
~~Nuclear Matters~~		~~374~~
~~Environmental Risks~~		~~374~~
~~Critical Accounting Estimates~~		~~374~~
~~New Accounting Pronouncements~~		~~375~~380
Report of Independent Registered Public Accounting Firm		~~377~~387

Income Statements For the Years Ended December 31, 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~378~~388
Statements of Cash Flows For the Years Ended December 31, 2011, 2010, ~~2009,~~ ~~and 2008~~	~~Part II. Item 8.~~	~~379~~
~~Balance Sheets, December 31, 2010~~ and 2009	Part II. Item 8.	~~380~~389
Balance Sheets, December 31, 2011 and 2010	Part II. Item 8.	390
Statements of Changes in Common Equity for the Years Ended December 31, ~~2009, and 20082010,~~ 2011, 2010, ~~2009,~~ and ~~2008~~2009	Part II. Item 8.	~~382~~392
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~383~~393
Properties	Part I. Item 2.	~~384~~394
Legal Proceedings	Part I. Item 3.	~~384~~394
Mine Safety Disclosures	Part I. Item 4.	394
Executive Officers of Entergy Corporation	Part I and Part III. Item 10.	~~384~~394
Market for Registrants’ Common Equity and Related Stockholder Matters	Part II. Item 5.	~~386~~396
Selected Financial Data	Part II. Item 6.	~~387~~397
Management’s Discussion and Analysis of Financial Condition and Results of Operations	Part II. Item 7.	~~387~~398
Quantitative and Qualitative Disclosures About Market Risk	Part II. Item 7A.	~~387~~398
Financial Statements and Supplementary Data	Part II. Item 8.	~~388~~398
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Part II. Item 9.	~~388~~398
Controls and Procedures	Part II. Item 9A.	~~388~~398
Attestation Report of Registered Public Accounting Firm	Part II. Item 9A.	~~390~~400
Directors and Executive Officers of the Registrants	Part III. Item 10.	~~398~~408
Executive Compensation	Part III. Item 11.	~~403~~413
Security Ownership of Certain Beneficial Owners and Management	Part III. Item 12.	~~457~~475
Certain Relationships and Related Transactions and Director Independence	Part III. Item 13.	~~460~~478
Principal Accountant Fees and Services	Part III. Item 14.	~~461~~480
Exhibits and Financial Statement Schedules	Part IV. Item 15.	~~464~~483
Signatures		~~465~~484
Consents of Independent Registered Public Accounting Firm		~~473~~492
Report of Independent Registered Public Accounting Firm		~~474~~494
Index to Financial Statement Schedules		S-1
Exhibit Index		E-1

	2010	2009

Net MW in operation at December 31	4,998	4,998
Average realized revenue per MWh	$59.16	$61.07
GWh billed	39,655	40,981
Capacity factor	90%	93%
Refueling Outage Days:
FitzPatrick	35	-
Indian Point 2	33	-
Indian Point 3	-	36
Palisades	26	41
Pilgrim	-	31
Vermont Yankee	29	-

Long-term debt maturities and estimated interest payments	2011	2012	2013	2014-2015	after 2015	2012	2013	2014	2015-2016	after 2016
	(In Millions)					(In Millions)

Utility	$653	$677	$1,205	$1,354	$10,554	$721	$1,197	$614	$1,524	$10,872
Entergy Wholesale Commodities	34	31	20	43	46	24	15	16	21	59
Parent and Other	143	1,683	43	630	559	1,972	43	43	610	535
Total	$830	$2,391	$1,268	$2,027	$11,159	$2,717	$1,255	$673	$2,155	$11,466

Capacity	Borrowings	Letters of Credit	Capacity Available	Borrowings	Letters of Credit	Capacity Available
(In Millions)

$3,466	$1,632	$25	$1,809
$3,451				$1,920	$28	$1,503

Company	Expiration Date	Amount of Facility	Interest Rate (a)	Amount Drawn as of Dec. 31, ~~2010~~2011

Entergy Arkansas	April ~~2011~~2012	$~~75.125~~78 million (b)	~~2.75%~~3.25%	-
Entergy Gulf States Louisiana	August 2012	$100 million (c)	~~0.67%~~0.71%	-
Entergy Louisiana	August 2012	$200 million (d)	0.67%	-$50 million
Entergy Mississippi	May ~~2011~~2012	$35 million (e)	~~2.01%~~2.05%	-
Entergy Mississippi	May ~~2011~~2012	$25 million (e)	~~2.01%~~2.05%	-
Entergy Mississippi	May ~~2011~~2012	$10 million (e)	~~2.01%~~2.05%	-
Entergy Texas	August 2012	$100 million (f)	~~0.74%~~0.77%	-

(a)	The interest rate is the weighted average interest rate as of December 31, ~~2010~~2011 applied, or that would be applied, to outstanding borrowings under the facility.
(b)	The credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization. Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable.
(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, ~~2010,~~2011, 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.
(d)	The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility. As of December 31, ~~2010,~~2011, no letters of credit were outstanding. The credit facility 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. Entergy Mississippi is required to maintain a consolidated debt ratio of 65% or less of its total capitalization.

Contractual Obligations	2011	2012-2013	2014-2015	after 2015	Total	2012	2013-2014	2015-2016	after 2016	Total
	(In Millions)					(In Millions)

Long-term debt (1)	$830	$3,659	$2,027	$11,159	$17,675	$2,717	$1,928	$2,155	$11,466	$18,266
Capital lease payments (2)	$6	$13	$9	$44	$72	$7	$11	$9	$38	$65
Operating leases (2)	$88	$146	$124	$188	$546	$85	$157	$100	$166	$508
Purchase obligations (3)	$1,772	$3,114	$2,663	$5,061	$12,610	$1,803	$2,604	$1,654	$5,199	$11,260

(1)	Includes estimated interest payments. Long-term debt is discussed in Note 5 to the financial statements.
(2)	Lease obligations are discussed in Note 10 to the financial statements.
(3)	Purchase obligations represent the minimum purchase obligation or cancellation charge for contractual obligations to purchase goods or services. Almost all of the total are fuel and purchased power obligations.

J. WAYNE LEONARD Chairman of the Board and Chief Executive Officer of Entergy Corporation	LEO P. DENAULT Executive Vice President and Chief Financial Officer of Entergy Corporation
HUGH T. MCDONALD Chairman of the Board, President, and Chief Executive Officer of Entergy Arkansas, Inc.	WILLIAM M. MOHL Chairman of the Board, President, and Chief Executive Officer of Entergy Gulf States Louisiana, L.L.C. and Entergy Louisiana, LLC
HALEY R. FISACKERLY Chairman of the Board, President, and Chief Executive Officer of Entergy Mississippi, Inc.	CHARLES L. RICE, JR. Chairman of the Board, President and Chief Executive Officer of Entergy New Orleans, Inc.
JOSEPH F. DOMINO Chairman of the Board, President, and Chief Executive Officer of Entergy Texas, Inc.	JOHN T. HERRON Chairman, President, and Chief Executive Officer of System Energy Resources, Inc.
THEODORE H. BUNTING, JR. Senior Vice President and Chief Accounting Officer (and acting principal financial officer) of Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and Entergy Texas, Inc.	WANDA C. CURRY Vice President and Chief Financial Officer of System Energy Resources, Inc.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS

	For the Years Ended December 31,
	2010			2009			2008
	(In Thousands, Except Share Data)

OPERATING REVENUES
Electric	$	8,740,637		$	7,880,016		$	10,073,160
Natural gas		197,658			172,213			241,856
Competitive businesses		2,549,282			2,693,421			2,778,740
TOTAL		11,487,577			10,745,650			13,093,756

OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale		2,518,582			2,309,831			3,577,764
Purchased power		1,659,416			1,395,203			2,491,200
Nuclear refueling outage expenses		256,123			241,310			221,759
Other operation and maintenance		2,969,402			2,750,810			2,742,762
Decommissioning		211,736			199,063			189,409
Taxes other than income taxes		534,299			503,859			496,952
Depreciation and amortization	��	1,069,894			1,082,775			1,030,860
Other regulatory charges (credits) - net		44,921			(21,727	)		59,883
TOTAL		9,264,373			8,461,124			10,810,589

Gain on sale of business		44,173			-			-

OPERATING INCOME		2,267,377			2,284,526			2,283,167

OTHER INCOME
Allowance for equity funds used during construction		59,381			59,545			44,523
Interest and investment income		185,455			236,628			197,872
Other than temporary impairment losses		(1,378	)		(86,069	)		(49,656	)
Miscellaneous - net		(48,124	)		(40,396	)		(23,452	)
TOTAL		195,334			169,708			169,287

INTEREST EXPENSE
Interest expense		610,146			603,679			634,188
Allowance for borrowed funds used during construction		(34,979	)		(33,235	)		(25,267	)
TOTAL		575,167			570,444			608,921

INCOME BEFORE INCOME TAXES		1,887,544			1,883,790			1,843,533

Income taxes		617,239			632,740			602,998

CONSOLIDATED NET INCOME		1,270,305			1,251,050			1,240,535

Preferred dividend requirements of subsidiaries		20,063			19,958			19,969

NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION	$	1,250,242		$	1,231,092		$	1,220,566


Earnings per average common share:
Basic	$	6.72		$	6.39		$	6.39
Diluted	$	6.66		$	6.30		$	6.20
Dividends declared per common share	$	3.24		$	3.00		$	3.00

Basic average number of common shares outstanding		186,010,452			192,772,032			190,925,613
Diluted average number of common shares outstanding		187,814,235			195,838,068			201,011,588

See Notes to Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
For the Years Ended December 31, 2010, 2009, and 2008

				Common Shareholders’ Equity
	Subsidiaries’ Preferred Stock			Common Stock		Treasury Stock			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	(In Thousands)

Balance at December 31, 2007	$	94,000		$	2,482	$	(3,734,865	)	$	4,850,769		$	6,735,965		$	8,320		$	7,956,671

Consolidated net income (a)		19,969			-		-			-			1,220,566			-			1,240,535
Other comprehensive income:
Cash flow hedges net unrealized gain (net of tax expense of $78,837)		-			-		-			-			-			133,370			133,370
Pension and other postretirement liabilities (net of tax benefit of $68,076)		-			-		-			-			-			(125,087	)		(125,087	)
Net unrealized investment losses (net of tax benefit of $108,049)		-			-		-			-			-			(126,013	)		(126,013	)
Foreign currency translation (net of tax benefit of $1,770)		-			-		-			-			-			(3,288	)		(3,288	)
Total comprehensive income																			1,119,517

Common stock repurchases		-			-		(512,351	)		-			-			-			(512,351	)
Common stock issuances related to stock plans		-			-		72,002			18,534			-			-			90,536
Common stock dividends declared		-			-		-			-			(573,924	)		-			(573,924	)
Preferred dividend requirements of subsidiaries (a)		(19,969	)		-		-			-			-			-			(19,969	)
Capital stock and other expenses		-			-		-			-			112			-			112

Balance at December 31, 2008	$	94,000		$	2,482	$	(4,175,214	)	$	4,869,303		$	7,382,719		$	(112,698	)	$	8,060,592


Consolidated net income (a)		19,958			-		-			-			1,231,092			-			1,251,050
Other comprehensive income:
Cash flow hedges net unrealized loss (net of tax expense of $333)		-			-		-			-			-			(2,887	)		(2,887	)
Pension and other postretirement liabilities (net of tax benefit of $34,415)		-			-		-			-			-			(35,707	)		(35,707	)
Net unrealized investment gains (net of tax expense of $102,845)		-			-		-			-			-			82,929			82,929
Foreign currency translation (net of tax benefit of $246)		-			-		-			-			-			(457	)		(457	)
Total comprehensive income																			1,294,928

Common stock repurchases		-			-		(613,125	)		-			-			-			(613,125	)
Common stock issuances in settlement of equity unit purchase contracts		-			66		-			499,934			-			-			500,000
Common stock issuances related to stock plans		-			-		61,172			805			-			-			61,977
Common stock dividends declared		-			-		-			-			(576,913	)		-			(576,913	)
Preferred dividend requirements of subsidiaries (a)		(19,958	)		-		-			-			-			-			(19,958	)
Capital stock and other expenses		-			-		-			-			(141	)		-			(141	)
Adjustment for implementation of new accounting pronouncement		-			-		-			-			6,365			(6,365	)		-

Balance at December 31, 2009	$	94,000		$	2,548	$	(4,727,167	)	$	5,370,042		$	8,043,122		$	(75,185	)		8,707,360


Consolidated net income (a)		20,063			-		-			-			1,250,242			-			1,270,305
Other comprehensive income:
Cash flow hedges net unrealized loss (net of tax benefit of $7,088)		-			-		-			-			-			(11,685	)		(11,685	)
Pension and other postretirement liabilities (net of tax benefit of $14,387)		-			-		-			-			-			(8,527	)		(8,527	)
Net unrealized investment gains (net of tax expense of $51,130)		-			-		-			-			-			57,523			57,523
Foreign currency translation (net of tax benefit of $182)		-			-		-			-			-			(338	)		(338	)
Total comprehensive income																			1,307,278

Common stock repurchases		-			-		(878,576	)		-			-			-			(878,576	)
Common stock issuances related to stock plans		-			-		80,932			(2,568	)		-			-			78,364
Common stock dividends declared		-			-		-			-			(603,963	)		-			(603,963	)
Preferred dividend requirements of subsidiaries (a)		(20,063	)		-		-			-			-			-			(20,063	)

Balance at December 31, 2010	$	94,000		$	2,548	$	(5,524,811	)	$	5,367,474		$	8,689,401		$	(38,212	)	$	8,590,400

See Notes to Financial Statements.

(a) Consolidated net income and preferred dividend requirements of subsidiaries for 2010, 2009, and 2008 include $13.3 million of preferred dividends on subsidiaries’ preferred stock without sinking fund that is not presented as equity.

Generating Stations	Generating Stations	Fuel-Type	Total Megawatt Capability (1)	Ownership	Investment	Accumulated Depreciation	Generating Stations	Fuel-Type	Total Megawatt Capability (1)	Ownership	Investment	Accumulated Depreciation
					(In Millions)						(In Millions)
Utility business:
Entergy Arkansas -
Independence	Unit 1	Coal	836	31.50%	$127	$94	Unit 1	Coal	836	31.50%	$128	$96
	Common Facilities	Coal		15.75%	$33	$24	Common Facilities	Coal		15.75%	$33	$24
White Bluff	Units 1 and 2	Coal	1,659	57.00%	$489	$332	Units 1 and 2	Coal	1,659	57.00%	$494	$337
Ouachita (2)	Common Facilities	Gas		66.67%	$171	$140	Common Facilities	Gas		66.67%	$171	$142
Entergy Gulf States Louisiana -
Roy S. Nelson	Unit 6	Coal	550	40.25%	$243	$167	Unit 6	Coal	550	40.25%	$244	$172
Roy S. Nelson							Unit 6 Common Facilities	Coal		15.92%	$9	$3
Big Cajun 2	Unit 3	Coal	588	24.15%	$142	$94	Unit 3	Coal	588	24.15%	$142	$97
Ouachita (2)	Common Facilities	Gas		33.33%	$87	$72	Common Facilities	Gas		33.33%	$87	$72
Entergy Louisiana -
Acadia							Common Facilities	Gas		50.00%	$12	$-
Entergy Mississippi -
Independence	Units 1 and 2 and Common Facilities	Coal	1,678	25.00%	$247	$132	Units 1 and 2 and Common Facilities	Coal	1,678	25.00%	$249	$137
Entergy Texas -
Roy S. Nelson							Unit 6	Coal	550	29.75%	$178	$117
Roy S. Nelson	Unit 6	Coal	550	29.75%	$178	$116	Unit 6 Common Facilities	Coal		11.77%	$6	$2
Big Cajun 2	Unit 3	Coal	588	17.85%	$106	$67	Unit 3	Coal	588	17.85%	$107	$68
System Energy -
Grand Gulf	Unit 1	Nuclear	1,251	90.00%(3)	$3,852	$2,418	Unit 1	Nuclear	1,190	90.00%(3)	$3,929	$2,518

Entergy Wholesale Commodities:
Independence	Unit 2	Coal	842	14.37%	$68	$40	Unit 2	Coal	842	14.37%	$68	$41
Independence							Common Facilities	Coal		7.18%	$16	$10
Roy S. Nelson							Unit 6	Coal	550	10.9%	$102	$53
Roy S. Nelson							Unit 6 Common Facilities	Coal		4.31%	$2	$1
	Common Facilities	Coal		7.18%	$16	$10

(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)	Ouachita Units 1 and 2 are owned 100% by Entergy Arkansas and Ouachita Unit 3 is owned 100% by Entergy Gulf States Louisiana. The investment and accumulated depreciation numbers above are only for the common ~~facilities.~~facilities and not for the generating units.
(3)	Includes an 11.5% leasehold interest held by System Energy. System Energy’s Grand Gulf lease obligations are discussed in Note 10 to the financial statements.

	Income before income taxes	Income taxes	Net income	Accounts receivable- associated companies	Taxes accrued/ Prepayments and other
	(In Millions)

Entergy Mississippi
2009	$2.8	$1.1	$1.7	$-	$-
2010	$2.7	$1.0	$1.7	$11.1	$4.3

Entergy New Orleans
2009	($0.9)	($0.4)	($0.5)	$-	$-
2010	$0.2	$0.1	$0.1	($5.8)	$2.3

	Cumulative Effect of the Correction on Beginning Retained Earnings for 2009

Entergy Mississippi	$3.5 million
Entergy New Orleans	($3.0 million)

		Entergy
	Entergy	Gulf States	Entergy	Entergy	Entergy		Entergy	System
2009	Arkansas	Louisiana	Louisiana	Mississippi	New Orleans		Texas	Energy
	(In Thousands)
Current:
Federal	($37,544)	($203,651)	$12,387	$20,279	$160,552	($72,207)		$73,183
State	22,710	(12,416)	(49,843)	(2,181)	1,098	2,478		(12,667)
Total	(14,834)	(216,067)	(37,456)	18,098	161,650	(69,729)		60,516
Deferred and non-current -- net	100,584	308,659	85,728	26,400	(145,981)	108,253		39,866
Investment tax credit
adjustments -- net	(3,994)	(3,407)	(3,222)	(1,103)	(323)	(1,609)		(3,481)
Income taxes	$81,756	$89,185	$45,050	$43,395	$15,346	$36,915		$96,901

2008	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)
Current:
Federal	($200,032)	$96,585	$335,164	$43,214	$22,419	$73,974	$25,356
State	12,533	39,423	59,304	5,099	(3,493)	3,954	8,518
Total	(187,499)	136,008	394,468	48,313	18,926	77,928	33,874
Deferred and non-current -- net	288,118	(74,681)	(320,596)	(13,918)	4,471	(48,200)	29,100
Investment tax credit
adjustments - net	(3,996)	(4,130)	(3,224)	(1,155)	(345)	(1,610)	(3,480)
Income taxes	$96,623	$57,197	$70,648	$33,240	$23,052	$28,118	$59,494

Carryover Description	Carryover Amount	Year(s) of expiration

Federal net operating losses	$109 billion	~~2023-2029~~2023-2031
State net operating losses	$~~7.5~~8 billion	~~2011-2030~~
~~Federal capital losses~~	~~$60.7 million~~	~~2014~~2012-2031
State capital losses	$~~855~~162 million	~~2011-2015~~2013-2015
Federal minimum tax credits	$2979 million	never
Other federal and state credits	$7080 million	~~2011-2030~~2012-2031

2011	Entergy Arkansas	Entergy Gulf States Louisiana	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	Entergy Texas	System Energy
	(In Thousands)

Gross balance at January 1, 2011	$240,239	$353,886	$505,188	$24,163	$18,176	$14,229	$224,518
Additions based on tax
positions related to the
current year	11,216	9,398	8,748	457	50,212	1,760	44,419
Additions for tax positions
of prior years	44,202	50,944	21,052	21,902	7,343	7,533	14,200
Reductions for tax
positions of prior years	(3,255)	(21,719)	(27,991)	(5,022)	(12,289)	(3,432)	(4,942)
Settlements	43,091	(2,016)	(60,810)	(30,448)	(7,390)	(865)	2,988
Gross balance at December 31, 2011	335,493	390,493	446,187	11,052	56,052	19,225	281,183
Offsets to gross unrecognized
tax benefits:
Loss carryovers	(146,429)	(26,394)	(216,720)	(5,930)	(1,211)	(10,645)	(10,752)
Cash paid to taxing authorities	(75,977)	(45,493)	0	(7,556)	(1,174)	(1,376)	(41,878)
Unrecognized tax benefits net of
unused tax attributes and payments	$113,087	$318,606	$229,467	($2,434)	$53,667	$7,204	$228,553

	December 31, 2010	December 31, 2009	December 31, 2008	December 31, 2011	December 31, 2010	December 31, 2009
				(In Millions)

Entergy Arkansas	$0.2	$1.2	$1.2	$-	$0.2	$1.2
Entergy Gulf States Louisiana	$129.6	$69.8	$75.2	$107.9	$129.6	$69.8
Entergy Louisiana	$286.7	$192.7	$210.4	$281.3	$286.7	$192.7
Entergy Mississippi	$5.3	$3.3	$2.5	$3.8	$5.3	$3.3
Entergy New Orleans	-	$0.3	$0.7	$-	$-	$0.3
Entergy Texas	$6.0	$1.2	$0.6	$7.3	$6.0	$1.2
System Energy	$12.1	$8.7	$3.9	$-	$12.1	$8.7

	Accumulated deferred income taxes and taxes accrued	Regulatory asset for income taxes - net	Regulatory liability for income taxes - net	Other regulatory liabilities
	(In Millions)

Entergy	$240	$197	$-	($43)
Entergy Arkansas	$57	$57	$-	$-
Entergy Gulf States Louisiana	($67)	($67)	$-	$-
Entergy Louisiana	$107	$107	$-	$-
Entergy Mississippi	$25	$25	$-	$-
Entergy New Orleans	$58	$-	($15)	($43)
Entergy Texas	$24	$24	$-	$-
System Energy	$37	$37	$-	$-

Company	Expiration ~~Expiration~~ Date	Amount of Facility	Interest Rate (a)	Amount Drawn as of December 31, ~~2010~~2011

Entergy Arkansas	April ~~2011~~2012	$~~75.125~~78 million (b)	~~2.75%~~3.25%	-
Entergy Gulf States Louisiana	August 2012	$100 million (c)	~~0.67%~~0.71%	-
Entergy Louisiana	August 2012	$200 million (d)	0.67%	-$50 million
Entergy Mississippi	May ~~2011~~2012	$35 million (e)	~~2.01%~~2.05%	-
Entergy Mississippi	May ~~2011~~2012	$25 million (e)	~~2.01%~~2.05%	-
Entergy Mississippi	May ~~2011~~2012	$10 million (e)	~~2.01%~~2.05%	-
Entergy Texas	August 2012	$100 million (f)	~~0.74%~~0.77%	-

(a)	The interest rate is the ~~weighted average interest~~ rate as of December 31, ~~2010 applied, or~~2011 that would be applied to outstanding borrowings under the facility.
(b)	The credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization. Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable.
(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, ~~2010,~~2011, 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.
(d)	The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility. As of December 31, ~~2010,~~2011, no letters of credit were outstanding. The credit facility requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.

	Authorized	Borrowings	Authorized	Borrowings
	(In Millions)		(In Millions)
Entergy Arkansas	$250	-	$250	-
Entergy Gulf States Louisiana	$200	-	$200	-
Entergy Louisiana	$250	-	$250	$168
Entergy Mississippi	$175	$33	$175	$2
Entergy New Orleans	$100	-	$100	-
Entergy Texas	$200	-	$200	-
System Energy	$200	-	$200	-

Company	Expiration Date	Amount of Facility	Weighted Average Interest Rate on Borrowings (a)	Amount Outstanding as of December 31, 2010	Expiration Date	Amount of Facility	Weighted Average Interest Rate on Borrowings (a)	Amount Outstanding as of December 31, 2011
	(Dollars in Millions)				(Dollars in Millions)

Entergy Arkansas VIE	July 2013	$85	2.45%	$62.8	July 2013	$85	2.43%	$35.9
Entergy Gulf States Louisiana VIE	July 2013	$85	2.125%	$24.2	July 2013	$85	2.25%	$29.4
Entergy Louisiana VIE	July 2013	$90	2.42%	$23.1	July 2013	$90	2.38%	$44.3
System Energy VIE	July 2013	$100	2.40%	$38.3	July 2013	$100	-	-