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~~Entergy Corporation, Utility operating companies, and System Energy~~NRC Reactor Oversight Process

The NRC’s Reactor Oversight Process is a program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response. The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from the NRC’s inspection program and performance indicators reported by the licensee. The evaluations result in the placement of each plant in one of the NRC’s Reactor Oversight Process Action Matrix columns: “licensee response column,” or Column 1, “regulatory response column,” or Column 2, “degraded cornerstone column,” or Column 3, and “multiple/repetitive degraded cornerstone column,” or Column 4. Plants in Column 1 are subject to normal NRC inspection activities. Plants in Column 2, Column 3, or Column 4 are subject to progressively increasing levels of inspection by the NRC with, in general, progressively increasing levels of associated costs. Waterford 3, Grand Gulf, FitzPatrick, Indian Point 2, Indian Point 3, and Palisades are in Column 1. River Bend is in Column 2. Arkansas Nuclear One Units 1 and 2 are in Column 4, and are subject to an extensive set of required NRC inspections. Pilgrim is also in Column 4 and is subject to an extensive, but limited, set of required NRC inspections. See Note 8 to the financial statements for further discussion of the placement of Arkansas Nuclear One and Pilgrim in Column 4 of the NRC’s matrix.

Environmental Regulation

Entergy’s facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy’s businesses are in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance requirements and costs cannot be precisely estimated. Except to the extent discussed below, at this time compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise protecting the environment, is incorporated into the routine cost structure of Entergy’s businesses and is not expected to have a material effect on their competitive position, results of operations, cash flows, or financial position.

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Clean Air Act and Subsequent Amendments

The Clean Air Act and its amendments establish several programs that currently or in the future may affect Entergy’s fossil-fueled generation facilities and, to a lesser extent, certain operations at nuclear and other facilities. Individual states also operate similar independent state programs or delegated federal programs that may include requirements more stringent than federal regulatory requirements. These programs include:

New source review and preconstruction permits for new sources of criteria air pollutants, ~~new and existing sources of~~ greenhouse gases, and significant modifications to existing facilities;


•	Acid rain program for control of sulfur dioxide (SO₂) and nitrogen oxides (NO_x);

Nonattainment area programs for control of criteria air pollutants, which could include fee assessments for air pollutant emission sources under Section 185 of the Clean Air Act if attainment is not reached in a timely manner;

Hazardous air pollutant emissions reduction programs;

Interstate Air Transport;

Operating permits program for administration and enforcement of these and other Clean Air Act programs;

Regional Haze and Best Available Retrofit Technology programs; and

New and existing source standards for greenhouse gas emissions.

New Source Review (NSR)

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that results in a significant net emissions increase and is not classified as routine repair, maintenance, or replacement. Units that undergo certain non-routine modifications must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and has followed the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement. In recent years, however, the EPA has begun an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine for which the unit did not obtain a modified permit. Various courts and the EPA have been inconsistent in their judgments regarding modifications that are considered ~~routine.~~routine and on other legal issues that effect this program.

In February 2011, Entergy received a request from the EPA for several categories of information concerning capital and maintenance projects at the White Bluff and Independence facilities, both located in Arkansas, in order to determine compliance with the Clean Air ~~Act.~~Act, including New Source Review requirements and air permits issued by the Arkansas Department of Environmental Quality. In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA. In September 2015, a subsequent request for similar information was received for the White Bluff facility. Entergy responded or is in the process of responding to ~~both~~all requests. ~~Neither~~None of these EPA ~~request~~requests for information alleged that the facilities are in violation of law.

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Acid Rain Program

The Clean Air Act provides SO₂ allowances to most of the affected Entergy generating units for emissions based upon past emission levels and operating characteristics. Each allowance is an entitlement to emit one ton of SO₂ per year. Plant owners are required to possess allowances for SO₂ emissions from affected generating units. Virtually all Entergy fossil-fueled generating units are subject to SO₂ allowance requirements. Entergy could be required to purchase additional allowances when it generates power using fuel oil. Fuel oil usage is determined by economic dispatch and influenced by the price and availability of natural gas, incremental emission allowance costs, and the availability and cost of purchased power.

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Ozone Nonattainment

Entergy Texas operates one fossil-fueled generating unit (Lewis Creek) in a geographic area that is not in attainment of the currently-enforced national ambient air quality standards (NAAQS) for ozone. The nonattainment area that affects Entergy Texas is the Houston-Galveston-Brazoria area. Areas in nonattainment are classified as “marginal,” “moderate,” “serious,” or “severe.” When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

The Houston-Galveston-Brazoria area was originally classified as “moderate” nonattainment under the 1997 8-hour ozone standard with an attainment date of June 15, 2010. In June 2007 the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from “moderate” to “severe” and the EPA granted the request in October 2008. The area’s new attainment date for the 8-hour ozone standard is as expeditiously as practicable, but no later than June 15, 2019. In February 2015 the Texas Commission on Environmental Quality (TCEQ) submitted a request to EPA for a finding, and in December 2015, the EPA issued the finding that the Houston-Galveston-Brazoria area is in attainment with the 1997 8-hour ozone standard.

In March 2008, the EPA revised the NAAQS for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status. In April 2012 the EPA released its final non-attainment designations for the 2008 ozone NAAQS. In Entergy’s utility service area, the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Mississippi/Arkansas areas were designated as in “marginal” nonattainment.

~~For these marginal~~ In August 2015 and January 2016, the EPA proposed determinations that the Baton Rouge and Memphis areas ~~attainment must be demonstrated no later than July 20, 2015 (with EPA evaluating whether the area~~had attained the ~~standard based on monitored ozone data from 2013-2015). In the~~2008 standard. These final designation rule, EPA states that it anticipates the marginal areas will be able to attain by that date based upon reductions attendant with other rules and programs such as the interstate transport rules. Entergy facilities in these areas may be subject to installation of NOx controls, but the degree of control will remain unknown until the statesdeterminations are ~~further along in implementation in the marginal areas. Entergy will continue to monitor and engage in the state’s implementation process in Entergy states.~~pending.

In ~~December 2014~~October 2015, the EPA ~~published~~issued a ~~proposed~~final rule ~~to lower~~lowering the primary and secondary NAAQS for ozone to a level ~~within a range~~ of ~~65 to 75~~70 parts per ~~billion (ppb).~~billion. States will have approximately one year to assess their attainment status and recommend designations to the EPA. The ~~agency also is asking~~EPA will then have approximately a year to review those recommendations and make final designations. States are expected to file compliance plans by the end of 2018. The assessments likely will be based on data from 2014-2016. Entergy will continue to work with state environmental agencies on appropriate methods for ~~comment~~assessing attainment and non-attainment with the new standard and, where necessary, in planning for compliance. Following designation approval by the EPA, states will be required to develop plans intended to return non-attainment areas to a condition of attainment. The timing for that action depends largely on the ~~potential for leaving the standard at its current level~~severity of ~~75 ppb, or lowering the standard to 60 ppb. Entergy is analyzing the proposal and is engaged with industry groups, regulators, and lawmakers. If the standard is lowered, this may result~~non-attainment in ~~additional counties/parishes in which Entergy operates being designated as nonattainment and potentially requiring further emission reductions. Comments are due in March 2015, and~~ a ~~final rule is anticipated in late-2015 according to the EPA’s regulatory agenda.~~given area.

Potential SO₂ Nonattainment

The EPA issued a final rule in June 2010 adopting an SO₂ 1-hour national ambient air quality standard of 75 parts per billion. The EPA designations for counties in attainment and nonattainment were originally due in June 2012, but the EPA ~~has~~initially indicated that it ~~will~~would delay designations except for those areas with existing monitoring data from 2009

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to 2011 indicating violations of the new standard. In ~~July~~August 2013 the EPA issued final designations for these areas. In Entergy’s utility service territory, only St. Bernard Parish in Louisiana is designated as non-attainment for the SO₂ 1-hour national ambient air quality standard of 75 parts per billion. Entergy does not have a generation asset in that parish. Pursuant to a court order issued in a proceeding in the U.S. District Court for the Northern District of California, the EPA will finalize another round of designations by July 2, 2016, for areas with newly monitored violations of the 2010 standard and those with stationary sources that emit over a threshold amount of SO₂. Counties and parishes in which Entergy owns and operates fossil generating facilities that are expected to be assessed in this round of designations include Independence County and Jefferson County, Arkansas and Calcasieu Parish, Louisiana. In ~~all~~ other areas, analysis is required once the EPA issues additional final regulations and guidance. In September 2015 the State of Arkansas recommended designations of “Unclassifiable/Attainment” for Independence and Jefferson Counties. In September 2015 the State of Louisiana recommended a designation of “Attainment” for Calcasieu Parish. In August 2015 the EPA issued a final data requirement rule for the SO₂ 1-hour standard. This rule will guide the process to be followed by the states and the EPA to determine the appropriate designation for the remaining unclassified

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areas in the country. Additional capital projects or operational changes may be required ~~for~~to continue operating Entergy facilities in ~~these~~areas eventually designated as in non-attainment of the standard or designated as contributing to non-attainment areas.

Hazardous Air Pollutants

The EPA released the final Mercury and Air Toxics Standard (MATS) rule in December 2011, which has a compliance date, with a widely granted one-year extension, of April 2016. In June 2015 the U.S. Supreme Court reversed a U.S. Court of Appeals for the D.C. Circuit decision and remanded to the D.C. Circuit the EPA’s finding that it was appropriate and necessary to regulate power plants under Clean Air Act section 112, ruling that the EPA must consider costs. This EPA finding underpins the MATS rule. In November 2015 the EPA released a Proposed Supplemental Finding that consideration of costs does not alter its previous conclusion that it is appropriate and necessary to regulate hazardous air pollutants from power plants. In December 2015 the D.C. Circuit issued a ruling to leave the rule ~~became effective~~ in ~~April 2012. Entergy currently is on schedule~~effect while EPA finalizes the appropriate and necessary finding to ~~have the required controls in place for compliance at Entergy’s coal-fired units.~~consider costs. Compliance with MATS iswas required by the Clean Air Act within three years, or by 2015, although certain extensions of this deadline ~~are~~were available from state permit authorities and the EPA. Entergy ~~has~~ applied for and received a one-year extension ~~as allowed by the Clean Air Act,~~ for its affected facilities in Arkansas and Louisiana. The required controls have been installed and are being tested prior to full scale operation and to confirm regulatory compliance. Additional expenditures or operational modifications could be required for compliance depending on the final outcome of testing.

Cross-State Air Pollution

In March 2005 the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO₂ and NO_x emissions from electric generation plants in order to improve air quality in twenty-nine eastern states. The rule required a combination of capital investment to install pollution control equipment and increased operating costs through the purchase of emission allowances. Entergy began implementation in 2007, including installation of controls at several facilities and the development of an emission allowance procurement strategy.

Based on several court challenges, ~~the~~ CAIR was vacated and remanded to the EPA by the D.C. Circuit in 2008. The court allowed ~~the~~ CAIR to become effective in January 2009, while the EPA revised the rule. In July 2011 the EPA released its final Cross-State Air Pollution Rule (CSAPR, which previously was referred to as the Transport Rule). The rule was directed at limiting the interstate transport of emissions of NO_x and SO₂ as precursors to ozone and fine particulate matter. The final rule provided a significantly lower number of allowances to Entergy’s Utility states than did the draft rule. ~~Entergy’s capital investment~~Entergy and ~~annual~~others challenged these allocations. Litigation concerning several issues not determined by the Supreme Court continued in the D.C. Circuit until July 2015, when that court invalidated the allowance ~~purchase costs under~~budgets created by the EPA for several states, including Texas, and remanded that portion of the rule to the EPA for further action. The court did not stay or vacate the rule in the interim. CSAPR ~~would depend on the economic assessment of NO~~_x ~~and SO~~₂ ~~allowance markets, the cost of control technologies, generation unit utilization, and the availability and cost of purchased power.~~remains in effect.

Entergy filed a petition for review with the United States Court of Appeals for the D.C. Circuit and a petition with the EPA for reconsideration of the rule and stay of its effectiveness. Several other parties filed similar petitions. In December 2011 the Court of Appeals for the D.C. Circuit Court stayed CSAPR and instructed the EPA to continue administering CAIR, pending further judicial review. In August 2012 the court issued a decision vacating CSAPR and leaving CAIR in place pending the promulgation of a lawful replacement for both rules. In January 2013 the court denied petitions for reconsideration filed by the EPA and certain states and intervenors. In March 2013 the EPA and other parties filed petitions for certiorari with the U.S. Supreme Court. The U.S. Supreme Court issued an order in June 2013 granting the EPA’s and environmental groups’ petitions for review of the D.C. Circuit’s decision vacating CSAPR. In April 2014 the U.S. Supreme Court reversed the D.C. Circuit and remanded the case to the D.C. Circuit for further proceedings. In June 2014 the EPA filed a motion with the D.C. Circuit Court requesting that the court lift the stay and extend CSAPR’s deadlines by three years so that the Phase 1 emissions budgets apply in 2015 and 2016 and the Phase 2 emissions budgets apply in 2017 and beyond. In October 2014 the D.C. Circuit granted EPA’s motion to lift the stay. Accordingly, CSAPR Phase 1 implementation became effective January 1, 2015. Entergy ~~is developing~~has developed a compliance plan that could, over time, include both installation of controls at certain facilities and an emission allowance procurement strategy. ~~Litigation concerning several issues not determined by~~

In November 2015 the ~~U.S. Supreme Court continues~~EPA released a proposed CSAPR update rule to address interstate transport for the 2008 ozone NAAQS. Starting in 2017, this proposal would reduce summertime nitrogen oxides (NO_X) emissions from power plants in 23 states, with significant reductions in some states such as Arkansas and Mississippi. Entergy will continue to interact with state and federal agencies as the ~~D.C. Circuit.~~final rule is developed.

Regional Haze

In June 2005 the EPA issued its final Clean Air Visibility Rule (CAVR) regulations that potentially could ~~potentially~~ result in a requirement to install SO₂ and NO_x pollution control technology as Best Available Retrofit Control Technology (BART) to continue operating certain of Entergy’s fossil generation units. The rule leaves certain CAVR determinations

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~~(BART) on certain of Entergy’s coal and oil generation units. The rule leaves certain CAVR determinations~~ to the states. The Arkansas Department of Environmental Quality (ADEQ) prepared a State Implementation Plan (SIP) for Arkansas facilities to implement its obligations under the CAVR. The ADEQ determined that Entergy Arkansas’s White Bluff power plant affects a Class I Area’s visibility and will be subject to the EPA’s presumptive BART limits, which likely would require the installation of scrubbers and low NO_x burners. Under then-current state regulations, the scrubbers would have had to be operational by October 2013. Entergy Arkansas filed a petition in December 2009 with the Arkansas Pollution Control and Ecology Commission requesting a variance from this deadline becauseIn April 2012 the EPA had expressed concerns about Arkansas’s Regional Haze SIP and questioned the appropriateness of issuing an air permit prior to that approval. Entergy Arkansas’s petition requested that, consistent with federal law, the compliance deadline be changed to as expeditiously as practicable, but in no event later than five years after EPA approval of the Arkansas Regional Haze SIP. The Arkansas Pollution Control and Ecology Commission approved the variance in March 2010. In October 2011 the EPA releasedfinalized a ~~proposed rule~~decision addressing the Arkansas Regional Haze ~~SIP. In the proposal the EPA~~SIP, in which it disapproved a large portion of the Arkansas Regional Haze SIP, including the emission limits for NO_x and SO₂ at White Bluff. ~~The final rule was published, mostly unchanged, in March 2012 and became final in April 2012.~~ This triggered a two-year timeframe ~~in which the~~for EPA ~~was required~~ to either approve a revised SIP issued by Arkansas or issue a Federal Implementation Plan (FIP). This two-year time frame expired in April 2014. ~~In December 2014 a draft consent decree between the Sierra Club and the EPA was filed with the U.S. District~~By Court ~~for the Eastern District of Arkansas. This consent decree states that~~order, the EPA is to issue a ~~draft~~final FIP ~~addressing~~for Arkansas Regional Haze ~~requirements in Arkansas~~ by no later than ~~March 6,~~August 31, 2016. In April 2015 the EPA published a proposed FIP for Arkansas, taking comment on requiring installation of scrubbers and low NO_x burners to continue operating both units at the White Bluff plant and both units at the Independence plant and NO_x controls to continue operating the Lake Catherine plant. Entergy filed comment by the deadline in August 2015. Among other comments, including opposition to the EPA’s proposed controls on the Independence units, Entergy proposed to meet more stringent SO₂and NO_xlimits at both White Bluff and Independence within three years of the effective date of the final FIP and to cease the use of coal at the White Bluff units in 2027 and 2028.

Entergy is working with the LDEQ and the EPA to revise the Louisiana SIP for regional haze, which was disapproved in part in 2012. In September 2015 the Sierra Club filed suit against the EPA in the U.S. District Court in Washington, D.C. for failure either to approve a revised SIP issued by Louisiana or issue a FIP within two years of the partial Louisiana SIP disapproval. The suit requests that the U.S. District Court order the EPA Administrator to issue a regional haze and interstate transport FIP for Louisiana by a certain date. This would set the timing for a final approval of a revised SIP issued by Louisiana or a FIP issued by the EPA. At this time, it is premature to predict what controls, if any, might be required for these same requirements by no later than December 15, 2015. The consent decree has not been finalized. These decisions could impact the timing and level of control installation at Entergy's units in Arkansas.compliance.

Fine Particle (PM2.5) National Ambient Air Quality Standard

In December 2012 the EPA released regulations that lowered the NAAQS for fine particle pollution or PM2.5. In ~~December 2014~~January 2015 the EPA ~~issued final~~finalized area designations for this standard. All areas in Entergy’s service territory were designated as “Unclassifiable/Attainment” for this standard. Entergy will continue to monitor and engage, as necessary, in the state’s implementation process in Entergy states.

NNew and Existing Source Performance Standards for Greenhouse Gas Emissions

As a part of a climate plan announced in June 2013, President Obama directed the EPA to (i) reissue proposed carbon pollution standards for new power plants by September 20, 2013, with finalization of the rules to occur in a timely manner; (ii) issue proposed carbon pollution standards, regulations, or guidelines, as appropriate, for modified, reconstructed, and existing power plants no later than June 1, 2014; (iii) finalize those rules by no later than June 1, 2015; and (iv) include in the guidelines addressing existing power plants a requirement that states submit to the EPA the implementation plans required under Section 111(d) of the Clean Air Act and its implementing regulations by no later than June 30, 2016. In January 2014, the EPA issued the proposed New Source Performance Standards rule for new sources. In June 2014 the EPA issued proposed standards for existing power plants. Entergy has been actively engaged in the rulemaking process, having submitted comments to the EPA in December 2014. The EPA issued the final rule for both new and existing sources in August 2015, and it was published in the Federal Register in October 2015. The rule, also called the Clean Power Plan, requires states to develop compliance plans with the EPA’s emission standards. In February 2016 the U.S. Supreme Court issued a stay halting the effectiveness of the rule until the rule is reviewed by the D.C. Circuit and the U.S. Supreme Court. Entergy continues to review the rule and work with various stakeholders during the planning process; litigation has commenced regarding the rule and is expected to continue. Costs of implementation cannot be determined at this time and will depend largely on the forthcoming state section 111(d) implementation plans.

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Potential Legislative, Regulatory, and Judicial Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives concerning air emissions, as well as other media, that are under consideration at the federal, state, and local level. Because of the nature of Entergy’s business, the imposition of any of these initiatives could affect Entergy’s operations. Entergy continues to monitor these initiatives and activities in order to analyze their potential operational and cost implications. These initiatives include:

designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;

•

introduction of bills in Congress and development of regulations by the EPA proposing further limits on NO_x, SO₂, mercury, and carbon dioxide and other air emissions. New legislation or regulations applicable to stationary sources could take the form of market-based cap-and-trade programs, direct requirements for the installation of air emission controls onto air emission sources, or other or combined regulatory programs;

efforts in Congress or at the EPA to establish a mandatory federal carbon dioxide emission control structure or unit performance standards;

revisions to the estimates of the Social Cost of Carbon used for regulatory impact analysis of Federal laws and regulations;

implementation of the Regional Greenhouse Gas Initiative by several states in the northeastern United States and similar actions in other regions of the United States;

efforts on the state and federal level to codify renewable portfolio standards, a clean energy standard, or a similar mechanism requiring utilities to produce or purchase a certain percentage of their power from defined renewable energy sources or energy sources with lower emissions;

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efforts to develop more stringent state water quality standards, effluent limitations for Entergy’s industry sector, stormwater runoff control regulations, and cooling water intake structure requirements;

efforts to restrict the previously-approved continued use of oil-filled equipment containing certain levels of PCBs; and

efforts by certain external groups to encourage reporting and disclosure of carbon dioxide emissions and risk. ~~Entergy has prepared responses for the Carbon Disclosure Project’s (CDP) annual questionnaire for the past several years and has given permission for those responses to be posted to CDP’s website.~~

Entergy continues to support national legislation that would increase planning certainty for electric utilities while addressing carbon dioxide emissions in a responsible and flexible manner. By virtue of its proportionally large investment in low-emitting gas-fired and nuclear generation technologies, Entergy has a low overall carbon dioxide emission “intensity,” or rate of carbon dioxide emitted per kilowatt-hour of electricity generated. In anticipation of the ~~potential~~ imposition of carbon dioxide emission limits on the electric industry in the future, Entergy initiated actions designed to reduce its exposure to potential new governmental requirements related to carbon dioxide emissions. These voluntary actions included establishment of a formal program to stabilize power plant carbon dioxide emissions at 2000 levels through 2005, and Entergy succeeded in ~~actually~~ reducing emissions below 2000 levels. Total carbon dioxide emissions representing Entergy’s ownership share of power plants in the United States were approximately 53.2 million tons in 2000 and 35.6 million tons in 2005. In 2006, Entergy changed its method of calculating emissions ~~and now includes~~to include emissions from controllable power purchases as well as its ownership share of generation. Entergy established a second formal voluntary program to stabilize power plant carbon dioxide emissions and emissions from controllable power purchases at 20% below 2000 levels through 2010. In 2011, Entergy extended this commitment through 2020. Total carbon dioxide emissions representing Entergy’s ownership share of power plants and controllable power purchases in the United States were approximately 46.1 million tons in 2011, approximately 45.5 million tons in 2012, approximately 46.2 million tons in 2013, ~~and~~ approximately ~~41.8~~42.4 million tons in ~~2014.~~2014, and approximately 39.5 million tons in 2015. The decrease in this number insince 2014 is largely attributable to the impact on the calculation methodology of the Utility operating companies’ transition into the MISO system. Participation in this system resulted in fewer power purchases being classified as ~~"controllable"~~“controllable” and thus included in the calculation of the emissions total.

~~Greenhouse Gas Reporting~~Entergy has prepared responses for the Carbon Disclosure Project’s (CDP) annual questionnaire for the past several years and has given permission for those responses to be posted on the CDP’s website. This information, based

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~~In September 2009, the EPA finalized a rule to require reporting of several greenhouse gases. This rule requires Entergy to report annually~~in part on an annual third-party greenhouse gas emissions inventory verification, commissioned by Entergy, provides information on a broader scope of emissions from ~~operating power plants, various combustion sources, certain transmission and distribution equipment, and natural gas distribution~~overall operations.

~~New and Existing Source Performance Standards for Greenhouse Gas Emissions~~

Nelson Unit 6 (Entergy ~~Gulf States~~ Louisiana)

Entergy ~~Gulf States~~ Louisiana has self-reported to the LDEQ an annual carbon monoxide (CO) emission limit deviation at the Nelson Unit 6 coal-fired facility for the years 2006-2010 and the failure to report these deviations in semi-annual reporting and in annual Title V compliance certifications. Entergy ~~Gulf States~~ Louisiana is not required

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to monitor carbon monoxide emissions from Nelson Unit 6 using a continuous emissions monitoring system (CEMS). Stack tests performed in 2010 appear to indicate CO emissions in excess of the maximum hourly limit for three - 1 hour test runs; however, comparison of the 2010 stack tests with the most recent previous tests, from 2006, appear to indicate that the permit limits were calculated incorrectly in the Title V Permit application and should have been higher using the 2006 stack test as the basis. The 2010 test emission levels did not cause a violation of NAAQS. Additionally, the 2010 stack testing, which was performed in compliance with an EPA data request connected to the agency’s development of a new air emissions rule, was not taken during a period of normal and representative operations for Nelson 6. Settlement negotiations continue with the LDEQ.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States. The Clean Water Act requires virtually all discharges of pollutants to waters of the United States to be permitted. Section 316(b) of the Clean Water Act regulates cooling water intake structures, section 401 of the Clean Water Act requires a water quality certification from the state in support of certain federal actions and approvals, and section 404 regulates the dredge and fill of waters of the United States, including jurisdictional wetlands.

NPDES Permits and Section 401 Water Quality Certifications

NPDES permits are subject to renewal every five years. Consequently, Entergy is currently in various stages of the data evaluation and discharge permitting process for its power plants. Additionally, the State of New York has taken the position that a new state-issued water quality certification is required as part of the NRC license renewal process. Entergy Wholesale Commodities’ Indian Point nuclear facility in New York is seeking a new Section 401 certification prior to license renewal under full reservation of rights.

Indian Point

Entergy is involved in an administrative permitting process with the New York State Department of Environmental Conservation (NYSDEC) for renewal of the Indian Point 2 and Indian Point 3 discharge permit. In November 2003 the NYSDEC issued a draft permit indicating that closed cycle cooling would be considered the “best technology available” for minimizing alleged adverse environmental effects attributable to the intake of cooling water at Indian Point, subject to a feasibility determination and alternatives analysis for that technology, if Entergy applied for and received NRC license renewal for Indian Point 2 and Indian Point 3. Upon becoming effective, the draft permit also would have required payment of approximately $24 million annually, and an annual 42 unit-day outage period, until closed cycle cooling is implemented. Entergy is participating in the administrative process to request that the draft permit be modified prior to final issuance, and opposes any requirement to install cooling towers at Indian Point.

An August 2008 ruling by the NYSDEC’s Assistant Commissioner restructured the permitting and administrative process, including the application of a new economic test designed to implement the U.S. Second Circuit Court of Appeals standard in that court’s review of the EPA’s cooling water intake structure rules, which is discussed in the 316(b) Cooling Water Intake Structures section below. The NYSDEC ~~has~~ directed Entergy to develop detailed feasibility information regarding the construction and operation of cooling towers, and alternatives to closed cycle

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cooling, prior to the issuance of a new draft permit by the NYSDEC staff and commencement of the adjudicatory proceeding. The reports include a visual impact and aesthetics report filed in June 2009, a plume and emissions report filed in September 2009, a technical feasibility report and alternatives analysis filed in February 2010, and an economic report to establish whether the technology, if feasible, satisfies the economic test that is part of the New York standard. Entergy requested that the NYSDEC Assistant Commissioner reconsider the New York standard in light of the U.S. Supreme Court decision reversing the Second Circuit’s alternative economic test adopted in the August 2008 ruling. In November 2012 the NYSDEC Assistant Commissioner’s delegate issued a decision overturning the alternative economic test adopted in the August 2008 ruling and reestablishing the “wholly disproportionate” test

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derived from previous New York precedent. The wholly disproportionate test considers whether the costs of a technology are wholly disproportionate to the environmental benefits gained from the technology.

In February 2010, Entergy provided to the NYSDEC an updated estimate of the capital cost to retrofit Indian Point 2 and Indian Point 3 with cooling towers. Construction costs for retrofitting with cooling towers are estimated to be at least $1.19 billion, in addition to lost generation of approximately 14.5 terawatt-hours (TWh) during the forced outage of both units that is estimated to take at least 42 weeks. Entergy also proposed an alternative to the cooling towers, the use of cylindrical wedgewire screens, the construction costs of which are now expected to be approximately $250 million to $300 million. Because a cooling tower retrofitting of this size and complexity has never been undertaken at an operating nuclear facility, significant uncertainties exist in the capital cost estimates and, therefore, the actual capital costs could be materially higher than estimated. Moreover, construction outage-related costs to Entergy have not been calculated because of the significant variability in power pricing at any given time, but they are expected to be significant and may exceed the capital costs. The capital cost estimate for the construction of Entergy’s alternative technology proposal, wedgewire ~~screen construction~~screens, is also subject to uncertainty. Hearings on certain issues began in 2011 in consolidation with certain issues in the water quality certification matter.

~~Hearings~~Additional hearings were held in July 2013 before the NYSDEC ALJs on environmental issues related to Indian Point’s wedgewire screen proposal ~~for~~as “best technology available.” In 2014, hearings were held on NYSDEC’s proposed best technology available, closed cycle cooling. NYSDEC also has proposed annual fish protection outages of 42, 62, or 92 days at both units or at one unit with closed cycle cooling at the other. The ALJs held a further legislative hearing and issues conference on this NYSDEC staff proposal in July 2014. ~~In January~~NYSDEC staff subsequently withdrew the 92-day option. Hearings on the remaining outage proposals, including a 118-day option proposed by Riverkeeper, were held in September 2015, ~~Entergy wrote NYSDEC leadership requesting an explanation of~~and post-hearing briefing on both the ~~delay in release of~~closed cycle cooling proposal and the ~~ruling following an ALJ's on-record statement that the ALJ's draft ruling was under "executive review." In February 2015 the ALJs issued a ruling scheduling hearings on~~outages proposal has been scheduled for May and July 2016. The estimated costs for the outage proposals range from $1.8 billion to $2.4 billion, and ~~other pending issues in September~~include direct costs, lost revenues, and ~~October 2015, with post-hearing briefing to follow in December 2015.~~operation and maintenance expenses. For additional discussion of this and other proceedings related to Indian Point, see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

~~Pilgrim Nuclear Power Station~~

In October 2012, EcoLaw, a coalition of several environmental groups, served Entergy Nuclear Generating Company and Entergy Nuclear Operations, Inc. with a notice of intent (NOI) to sue under the Clean Water Act for alleged violations at the Pilgrim Nuclear Power Station. The NOI alleges 33,253 discharge permit violations since 1994 (including alleged violations prior to Entergy’s ownership; Entergy purchased the plant in 1999) and seeks $25,000 per violation for a total of $831,325,000. The Clean Water Act states that an alleged violator must be given 60 days notice prior to a citizen’s suit being filed. Review of the NOI indicates that many of the alleged violations were discharges in compliance with the current EPA facility discharge permit, which the putative plaintiff alleges was improperly issued or modified. An additional NOI was served by EcoLaw to the same Entergy parties and the Massachusetts Department of Environmental Protection alleging violations of state water quality standards and requesting revocation of the state-issued Section 401 Water Quality Certification associated with the plant’s water discharge permit. In November and December 2012, Entergy filed responses to the state and federal notices of intent to sue. To date, Pilgrim has not received notice that EcoLaw has initiated any lawsuits against Pilgrim.

316(b) Cooling Water Intake Structures

The EPA finalized regulations in July 2004 governing the intake of water at large existing power plants employing cooling water intake structures. The rule sought to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states challenged various aspects of the rule. In January 2007 the U.S. Second Circuit Court of Appeals remanded the rule to the EPA for reconsideration. The court instructed the EPA to reconsider several aspects of the rule that were beneficial to businesses affected by the rule after finding that these provisions of the rule were contrary to the language of the Clean Water Act or were not sufficiently explainedAfter litigation, in

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the rule. In April 2008 the U.S. Supreme Court agreed to review the Second Circuit decision on the question of whether the EPA may take into consideration a cost-benefit analysis in developing these regulations, a consideration of potential benefit to businesses affected by the rule that the Second Circuit disallowed. In March 2009 the Supreme Court ruled in favor of the petitioners that cost-benefit analysis may be taken into consideration. The EPA reissued the proposed rule in April 2011. Entergy filed comments with the EPA on the proposed rule. The EPA further extended the finalization deadline to November 2013, then to January 2014, and then to April 2014. In May 2014, the EPA issued ~~the~~a new final 316(b) rule, followed by publication in the Federal Register in August 2014, with the final rule effective in October 2014. Entergy is developing a compliance plan for each affected facility in accordance with the requirements of the final rule.

Entergy filed as a co-petitioner with the Utility Water Act Group a petition for review of the final rule. The case will be heard in the U.S. Second Circuit Court of Appeals. Entergy expects briefing on the case to occur in ~~2015.~~2016.

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Coastal Zone Management Act

Before a federal licensing agency (such as the NRC) may issue a major license or permit for an activity within the federally designated coastal zone, the agency must be satisfied that the requirements of the Coastal Zone Management Act (CZMA), as applicable, have been met. In many cases, CZMA requirements are satisfied by the state’s written concurrence with a “consistency determination” filed by the federal license applicant explaining why the activity proposed to be federally licensed is consistent with the state’s coastal management program. The CZMA gives the state six months to act once the consistency determination is deemed complete; failure to act is treated as a deemed concurrence. Entergy is pursuing three independent paths to ensure that CZMA requirements for Indian Point license renewal are met. For additional discussion of the CZMA proceedings related to Indian Point license renewal see “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

Effluent Limitation Guidelines

In ~~April 2013~~September 2015 the EPA issued ~~proposed~~the final rule updating the effluent limitation guidelines (ELG) for steam electric power plants. The final rule establishes Best Available Technology Economically Achievable, New Source Performance Standards, Pretreatment Standards for Existing Sources, and Pretreatment Standards for New Sources that ~~if adopted as final, would~~may apply to discharges ~~from Entergy’s generating facilities that hold national pollutant discharge elimination system permits under~~of six waste streams; flue gas desulfurization (FGD) wastewater, fly ash transport water, bottom ash transport water, flue gas mercury control wastewater, gasification wastewater, and combustion residual leachate. Entergy is currently assessing the Clean Water Act. The limitations proposed primarily affect coal units. The proposal includes several options for public consideration. Entergy submitted comments on the proposed rule and will continue to engage in the public comment process as appropriate. The EPA announced thatimpact of the final rule. While the rule overall is quite stringent, initial assessments indicate its impact to Entergy’s facilities will not be ~~issued no later than September 30, 2015.~~material; however it is expected to impact the design and operation of any newly constructed facilities.

Federal Jurisdiction of Waters of the United States

In September 2013 the EPA and the U.S. Army Corps of Engineers announced the intention to propose a rule to clarify federal Clean Water Act jurisdiction over waters of the United States. The announcement was made in conjunction with the EPA’s release of a draft scientific report on the “connectivity” of waters that the agency says will inform the ~~rulemaking.~~rulemaking - this report was finalized in January 2015. The ~~proposed rule~~Final Rule was published in the Federal Register in ~~April 2014.~~June 2015. The ~~initial 90-day public comment period was extended until November 2014. Preliminary review indicates that this proposal~~rule could significantly increase the number and types of waters included in the EPA’s and the U.S. Army Corps of Engineers’ jurisdiction, which in turn could pose additional permitting and pollutant management burdens on Entergy’s operations. Entergy is actively engaged with the EPA and the U.S. Army Corps of Engineers to identify issues that require clarification in ~~the rulemaking process~~expected technical and ~~anticipates a~~policy guidance documents. The final rule has been challenged in ~~April~~federal court by several parties, including over twenty-five states. In August 2015 the District Court for North Dakota issued a preliminary injunction staying the new rule in 13 states. In October 2015 the U.S. Court of Appeals for the Sixth Circuit issued a nationwide stay of the rule. Entergy will continue to monitor this rulemaking and ensure compliance with existing permitting processes. In response to the stay, EPA and the U.S. Army Corps resumed nationwide use of the agencies’ regulations as they existed prior to August 27, 2015.

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Groundwater at Certain Nuclear Sites

The NRC requires nuclear power plants to ~~regularly~~ monitor and report regularly the presence of radioactive material in the environment. Entergy joined other nuclear utilities and the Nuclear Energy Institute in 2006 to develop a voluntary groundwater monitoring and protection program. This initiative began after detection of very low levels of radioactive material, primarily tritium, in groundwater at several plants in the United States. Tritium is a radioactive form of hydrogen that occurs naturally and is also a byproduct of nuclear plant operations. In addition to tritium, other radionuclides have been found in site groundwater at nuclear plants.

As part of the groundwater monitoring and protection program, Entergy has: (1) performed reviews of plant groundwater characteristics (hydrology) and historical records of past events on site that may have potentially impacted groundwater; (2) implemented fleet procedures on how to handle events that could impact groundwater; and (3) installed

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groundwater monitoring wells and began periodic sampling. The program also includes protocols for notifying local officials if contamination is found. To date, radionuclides such as tritium have been detected at Arkansas Nuclear One, FitzPatrick, Indian Point, Palisades, Pilgrim, Grand Gulf, Vermont Yankee, and River Bend. Each of these sites has installed groundwater monitoring wells and implemented a program for testing groundwater at the sites for the presence of tritium and other radionuclides. Based on current information, the concentrations and locations of radionuclides detected at these plants pose no threat to public health or safety, but each site continues to evaluate the results from its groundwater monitoring program.

~~Indian Point Units 1 and 2 Hazardous Waste Remediation~~

~~Prior to Entergy’s purchase~~In early February 2016, Entergy disclosed that elevated tritium levels had been detected in samples from several monitoring wells that are part of Indian ~~Point Unit 1, the previous owner completed the cleanup and desludging~~Point’s groundwater monitoring program. Investigation of the ~~Unit 1 water storage pool, generating mixed waste. The existing mixed waste storage permit~~cause is under way, and an associated order on consent were transferred to Entergy upon purchasing the unit. The waste is stored in the Unit 1 containment building in accordance with NRC regulations controlling low level radioactive waste. An order on consent with NYSDEC requires a quarterly survey of the availability of any commercial facility capable of treating, processing, and disposing of this waste in a commercially reasonable manner. However, in 2005, NYSDEC revised its regulations to conditionally exempt the storage and disposal of mixed waste that is regulated by the NRC. Thus, in October 2005 and again in January 2013, Entergy requested that NYSDEC terminate the mixed waste permit and order on consent because the waste falls within the mixed waste exemption. In April 2013, NYSDEC agreed with Entergy’s request to terminate the permit finding that as long as the facility continues to meet the exemption, the mixed waste permit is not required. NYSDEC denied the request to terminate the consent order, however, reasoning that it contains provisions for storage and reporting that are still applicable. Entergy continues to manage the waste according to applicable regulatory requirements.groundwater monitoring continues.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA to mandate clean-up by, or to collect reimbursement of clean-up costs from, owners or operators of sites at which hazardous substances may be or have been released. Certain private parties also may use CERCLA to recover response costs. Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA. CERCLA has been interpreted to impose strict, joint and several liability on responsible parties. Many states have adopted programs similar to CERCLA. Entergy subsidiaries in the Utility and Entergy Wholesale Commodities businesses have sent waste materials to various disposal sites over the years, and releases have occurred at Entergy facilities. In addition, environmental laws now regulate certain of Entergy’s operating procedures and maintenance practices that historically were not subject to regulation. Some disposal sites used by Entergy subsidiaries have been the subject of governmental action under CERCLA or similar state programs, resulting in site clean-up activities. Entergy subsidiaries have participated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs. The affected Entergy subsidiaries have established provisions for the liabilities for

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such environmental clean-up and restoration activities. Details of CERCLA and similar state program liabilities that are not de minimis are discussed in the “Other Environmental Matters” section below.

Coal Combustion Residuals

In June 2010 the EPA issued a proposed rule on coal combustion residuals (CCRs) that contained two primary regulatory options: (1) regulating CCRs destined for disposal in landfills or received (including stored) in surface impoundments as so-called “special wastes” under the hazardous waste program of RCRA Subtitle C; or (2) regulating CCRs destined for disposal in landfills or surface impoundments as non-hazardous wastes under Subtitle D of RCRA. Under both options, CCRs that are beneficially ~~used~~reused in certain processes would remain excluded from hazardous waste regulation. In ~~December 2014~~April 2015 the EPA ~~issued~~published the final CCR rule with the material being regulated under the second scenario presented above - as non-hazardous wastes regulated under RCRA Subtitle D.

The final regulations create new compliance requirements including modified storage, new notification and reporting practices, product disposal considerations, and CCR unit closure criteria. Entergy believes that on-site disposal options will be available at its facilities, to the extent needed for CCR that cannot be transferred for beneficial reuse. As of December 31, 2015, Entergy’s balance sheet included asset retirement obligations related to CCR management of $7.9 million, including $3.6 million at Entergy Arkansas, $1.7 million at Entergy Louisiana, $1.1 million at Entergy Mississippi, and $1.2 million at Entergy Texas.

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Other Environmental Matters

Entergy ~~Gulf States~~ Louisiana and Entergy Texas

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

Entergy Louisiana, as successor in interest to Entergy Gulf States Louisiana, currently is ~~currently~~ involved in the second phase of the remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana. A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931. Coal tar, a by-product of the distillation process employed at MGPs, apparently was ~~apparently~~ routed to a portion of the property for disposal. The same area also has ~~also~~ been used as a landfill. In 1999, Entergy Gulf States, Inc. signed a second administrative consent order with the EPA to perform a removal action at the site. In 2002 approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center. In 2003 a cap was constructed over the remedial area to prevent the migration of contamination to the surface. In August 2005 an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site. The groundwater monitoring study commenced in January 2006 and is continuing. ~~In 2010~~The EPA released the ~~EPA conducted a~~second Five Year Review ~~(FYR)~~in 2015. The EPA believes that the current remediation technique is insufficient, and Entergy will need to utilize other remediation technologies on the site. In July 2015, Entergy submitted a Focused Feasibility Study to the EPA outlining the potential remedies and the suggested installation of a waterloo barrier. The estimated cost for this remedy is approximately $2 million. Entergy expects direction from the ~~10-year groundwater monitoring program at Lake Charles. Negotiations are on-going~~EPA on the remedy selection in early 2016. Entergy is continuing discussions with the EPA regarding ~~whether additional~~the ongoing actions ~~will be necessary~~ at the site. If additional actions are necessary, site expenditures will increase commensurate with the additional chosen site remedies. Entergy does not have sufficient information at this time to estimate additional site costs, if any. Entergy also has made a payment to the EPA of $275,000 for past agency oversight costs. Entergy Gulf States Louisiana and Entergy Texas each believe that its remaining responsibility for this site will not materially exceed the existing clean-up provisions of $0.3 million for Entergy Gulf States Louisiana and $0.2 million for Entergy Texas. Meetings to discuss the status of this project with the EPA are scheduled in 2015.

Entergy Louisiana and Entergy New Orleans

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

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

The Texas Commission on Environmental Quality (TCEQ) notified Entergy Arkansas, ~~Entergy Gulf States Louisiana,~~ Entergy Louisiana, Entergy New Orleans, and Entergy Texas that the TCEQ believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas. The facility operated as a transformer repair and scrapping facility from the 1930s until 2003. Both soil and groundwater contamination exists at the site. Entergy subsidiaries sent transformers to this facility. Entergy ~~Gulf States Louisiana, Entergy~~ Texas, Entergy Louisiana, and Entergy Arkansas responded to an information request from the TCEQ and continue to cooperate in this investigation. ~~Entergy Gulf States Louisiana,~~ Entergy Texas and Entergy Louisiana joined a group of PRPs responding to site conditions in cooperation with the State of Texas, creating cost allocation models based on review of SESCO documents and employee interviews, and investigating contribution actions against other PRPs. ~~Entergy Gulf States Louisiana,~~ Entergy Louisiana and Entergy Texas have agreed to contribute to the remediation of contaminated soil and groundwater at the site in a measure proportionate to those companies’ involvement at the site, while Entergy Arkansas likely will pay a de minimis amount. Current estimates, although ~~preliminary and~~ variable depending on ~~the level of third-party cost contributions,~~ultimate remediation design and performance, indicate that Entergy’s total share of remediation costs likely will be ~~in the range of~~approximately $1.5 million to $2 million. Remediation activities continue at the site.

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

The EPA notified Entergy Mississippi, ~~Entergy Gulf States Louisiana,~~ Entergy Texas, and Entergy New Orleans that the EPA believes those entities are PRPs concerning contamination of an area known as “Devil’s Swamp Lake” near the Port of Baton Rouge,

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Louisiana. The area allegedly was contaminated by the operations of Rollins Environmental (LA), Inc, which operated a disposal facility to which many companies contributed waste. Documents provided by the EPA indicate that Entergy Louisiana may also be a PRP. Entergy continues to monitor this developing situation.

Entergy Arkansas

In April 2014 an EF4 tornado impacted two substation transformers in Entergy Arkansas’s Mayflower EHV substation. The tornado caused a release of approximately 25,000 gallons of non-PCB transformer oils, which subsequently flowed into a creek on Entergy Arkansas property. A report was made to the National Response Center, and several environmental agencies responded. Entergy initiated spill response activities within hours of the release with eventual oversight of the EPA and Arkansas Department of Environmental Quality (ADEQ) personnel. At the direction of the agencies, Entergy Arkansas has installed several temporary monitoring and recovery wells throughout the site and has regularly pumped and sampled the wells to determine the site meets regulatory screening limits. Acceptable screening limits have been achieved and Entergy Arkansas has received notification from the ADEQ that the site remediation is sufficient. Entergy Arkansas is awaiting a No Further Action letter; however it is believed that the remaining liability at the site is minimal and should not exceed the existing provision of $.29 million. Remaining costs should be limited to administrative oversight charges from EPA and ADEQ.

Entergy

In May 2015 a transformer at the Indian Point facility failed, resulting in a fire and the release of non-PCB oil to the ground surface. The fire was extinguished by the facility’s fire deluge system. No injuries occurred due to the transformer failure or company response. An estimated 3,000 gallons of oil were released into the facility’s discharge canal and the environment surrounding the transformer and discharge canal, including the Hudson River, as a result of the failure, fire, and fire suppression. Once the fire was extinguished, Indian Point personnel and contractors began recovering free-product from the damaged transformer, the transformer containment moat, and the area surrounding the transformer. The United States Coast Guard designated Entergy as the responsible party under the Oil Pollution Act of 1990 and assessed a $1,000 civil penalty for the discharge of oil into navigable waters. As required, Entergy established a claims process including a voluntary hotline. Entergy received no reports to the voluntary hotline or claims under the established claims process. Additional on-site remedial work including subsurface investigation continues, and the State of New York and/or the EPA may assess a penalty due to the release of oil to waters of the state. Discussions with the state continue, and Entergy has recorded a provision for the potential outcome of this matter.

Litigation

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

Ratepayer and Fuel Cost Recovery Lawsuits (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

Texas Power Price Lawsuit

See Note 2 to the financial statements for a discussion of this proceeding.

Mississippi Attorney General Complaint

See Note 2 to the financial statements for a discussion of this proceeding.

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

See Note 8 to the financial statements for a discussion of this litigation.

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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)

See Note 8 to the financial statements for a discussion of these proceedings.

Employees

Employees are an integral part of Entergy’s commitment to serving customers. As of December 31, ~~2014,~~2015, Entergy subsidiaries employed ~~13,393~~13,579 people.



Utility:
Entergy Arkansas	~~1,160~~
~~Entergy Gulf States Louisiana~~	~~729~~1,217
Entergy Louisiana	~~890~~1,681
Entergy Mississippi	~~673~~682
Entergy New Orleans	~~298~~292
Entergy Texas	~~596~~608
System Energy	—
Entergy Operations	~~2,764~~2,880
Entergy Services	~~2,852~~3,043
Entergy Nuclear Operations	~~3,376~~3,121
Other subsidiaries	55
Total Entergy	~~13,393~~13,579

Approximately ~~5,200~~5,100 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.

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.

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 site solely for the information of investors and does not intend the address to be an active link. The contents of the website are not incorporated 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 costs, 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 and costs associated with capital projects), allowed rates of return and rate base, proposed resource acquisitions, and previously incurred capital expenditures that the operating companies seek to place in rates. The regulators can disallow costs subject to their jurisdiction 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~~Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical costs, and may or may not be limited in scope or duration by statute. The length of ~~the~~these base rate proceedings can cause the Utility operating companies and System Energy to experience regulatory lag in recovering costs through rates. Decisions are typically subject to appeal, potentially leading to additional uncertainty associated with rate case proceedings.

The base rates of Entergy ~~Arkansas and Entergy~~ Texas are established in traditional base rate case proceedings. Entergy Texas also has filed to use rate riders to recover the revenue requirements associated with distribution-related capital investments and transmission-related capital investments and certain MISO charges.

Between base rate cases, Entergy Arkansas ~~recovers~~and Entergy Mississippi are able to adjust base rates annually through formula rate plans that utilize forward test years. In its pending application for a general change in rates, Entergy Arkansas notified the APSC that it is electing to have its rates regulated under a formula rate review mechanism pursuant to legislation enacted by the Arkansas General Assembly in early 2015. Entergy Arkansas submitted a formula rate plan tariff with a projected year test period and an initial five-year term for approval by the APSC. The initial five-year term expires in 2021 unless Entergy Arkansas requests, and the APSC approves, the extension of the formula rate plan tariff for an additional five years through 2026. In the event that Entergy Arkansas’ formula rate plan is terminated or is not extended beyond the initial term, Entergy Arkansas could file an application for a general change in rates that may include a request for continued regulation under a formula rate review mechanism. If Entergy Mississippi’s formula rate plan is terminated, it would revert to the more traditional rate case environment or seek approval of a new formula rate plan. Entergy Arkansas and Entergy Mississippi recover fuel and purchased energy and certain non-fuel costs through other APSC-approved ~~tariffs.~~ and MPSC-approved tariffs, respectively.

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Entergy ~~Mississippi infrequently has traditional~~Louisiana sets electric base ~~rate cases, although one was filed and settled in 2014. More commonly, it obtains base rate adjustments~~rates annually through ~~its~~a formula rate plan ~~which operates annually. In~~using an historic test year. The form of the ~~event that this~~ formula rate plan, ~~were terminated, Entergy Mississippi would at that time revert to~~on a combined basis, was approved in connection with the ~~more traditional rate case environment.~~

~~In January 2013, Entergy Gulf States Louisiana’s and Entergy Louisiana’s then-existing formula rate plans expired, and each company filed full rate cases in February 2013. As part~~business combination of ~~the rate cases that~~ Entergy Louisiana and Entergy Gulf States Louisiana ~~filed, each company requested~~and largely followed the formula rate plans that were approved by the LPSC ~~approve new~~in connection with the full electric base rate cases filed by those companies in February 2013. The formula rate ~~plans. In December 2013 the LPSC voted to approve a settlement that provides~~plan is approved for ~~the~~ continued use through the test year 2016 ~~filing, of formula rate plans by~~filing. Entergy ~~Louisiana and Entergy Gulf States Louisiana. Entergy~~ Louisiana’s electric formula rate plan ~~changes~~increases are capped at a cumulative total of $30 million through the formula rate plan cycle. The LPSC also approved in the business combination Entergy ~~Gulf States Louisiana has no cap but is not permitted to increase rates prior to the test year 2015 filing. As part~~Louisiana’s continuation of ~~the settlement, both companies established mechanisms~~a mechanism to recover non-fuel MISO-related costs, which are calculated separately from the formula rate plan requirements, but embedded in the formula rate plan factor applied on customer bills. This recovery mechanism expires following the 2015 test year and is subject to review for renewal by the LPSC. MISO fuel and energy-related costs are recoverable in Entergy ~~Gulf States Louisiana’s and Entergy~~ Louisiana’s fuel adjustment

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~~clauses.~~ clause. The formula rate ~~plans continue to retain~~plan retains exceptions from the rate cap/restrictions and sharing requirements for certain large capital investment projects, including the Ninemile 6 generating facility. In the event that ~~these~~the electric formula rate plans were terminated, or ~~expire~~expired without renewal or extension, ~~Entergy Gulf States Louisiana and~~ Entergy Louisiana would at that time revert to the more traditional rate case environment. Additionally, in September 2014, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC a joint application seeking to combine the two companies. In connection with this request, the companies are also seeking to combine the formula rate plans approved for each company into a single formula rate plan with a single combined-company filing for 2014. Most of the provisions under the existing separate formula rate plans would be retained under the combined formula rate plan. Further, Entergy Louisiana and

Entergy New Orleans have filed with the Council of the City of New Orleans a joint application seeking authorization to transfer certain assets of Entergy Louisiana used to serve the Fifteenth Ward of New Orleans (commonly referred to as Algiers) to Entergy New Orleans. Entergy New Orleans haspreviously operated under a formula rate plan that ended with the 2011 test ~~year and has not yet been extended. If~~year. Currently, based on a settlement agreement approved by the City Council, with limited exceptions, no ~~formula rate plan is approved going forward,~~action may be taken with respect to Entergy New ~~Orleans will continue operating~~Orleans’ base rates until rates are implemented from a base rate case that must be filed for its electric and gas operations in 2018. The limited exceptions include continued implementation of the remaining two years of a four-year phased-in rate increase for its recently acquired Algiers operations in the ~~more traditional rate case environment.~~Fifteenth Ward of the City of New Orleans and certain exceptional cost increases or decreases in its base revenue requirement.

The Utility operating companies and System Energy, and the energy industry as a whole, have experienced a period of rising costs and investments, and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and 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, purchased power, and associated costs through rate mechanisms that are subject to risks of delay or disallowance in regulatory proceedings.

The Utility operating companies recover their fuel, purchased power, and associated 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 also 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.~~companies and, therefore, there can be no assurance that existing recovery mechanisms will remain unchanged or in effect at all.

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 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 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 costs recovery, see Note 2 to the financial statements.

~~As a result~~There is uncertainty regarding the effect of ~~a challenge by~~ the ~~LPSC,~~termination of the ~~manner in which~~System Agreement on 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, a development which has had and could continue to 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.companies.

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.~~

In 2007 through 2012, 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, and in 2013 and 2014, payments were made by Entergy Texas to Entergy New Orleans. There have been challenges to the level and timing of payments

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Entergy Arkansas’s participation in the System Agreement terminated in December 2013, and Entergy Mississippi’s participation in the System Agreement terminated in November 2015. Pursuant to a settlement agreement approved by the FERC in December 2015, the System Agreement will terminate in its entirety with respect to the remaining Utility operating companies on August 31, 2016.

There is uncertainty regarding the effect of the termination of the System Agreement on the Utility operating companies because of the significant effect of the agreement on the generation and transmission functions of the Utility operating companies and the significant period of time (over 30 years) that it has been in existence. In the absence of the System Agreement, there is uncertainty around governance processes and the potential absence of federal authority to resolve certain issues among the Utility operating companies and their retail regulators.

In addition, although the System Agreement will terminate in its entirety in August 2016, there are a number of outstanding System Agreement proceedings at the FERC that may require future adjustments, including challenges to the level and timing 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, could 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~~.Agreement. The outcome and timing of these FERC proceedings and resulting recovery and impact on rates cannot be predicted at this time.

The withdrawal and notices of withdrawal of certain Utility operating companies from the System Agreement create uncertainty regarding the System Agreement and the effect of the absence of such an arrangement on the Utility operating companies.

~~Entergy Arkansas’s participation in the System Agreement terminated in December 2013, and Entergy Mississippi’s participation in the System Agreement is scheduled to terminate in November 2015.~~

In October 2013, the Utility operating companies filed at the FERC seeking to shorten to 60 months the provision in the System Agreement that requires a Utility operating company seeking to withdraw from the System Agreement to provide 96 months advance notice of termination of participation. In October 2013, Entergy Texas provided its notice to the other Utility operating companies to terminate its participation in the System Agreement after expiration of the proposed 60-month notice period or such other period as approved by the FERC. Subsequently, Entergy Texas filed its notice to terminate its participation in the System Agreement at FERC in October 2013. In January 2014, the LPSC directed Entergy Louisiana and Entergy Gulf States Louisiana to provide no later than February 15, 2014 notice of their intention to terminate their participation in the System Agreement, and to use their reasonable best efforts to achieve a consensual resolution permitting early termination of the System Agreement. Entergy Louisiana and Entergy Gulf States Louisiana provided notice of their termination on February 14, 2014. Accordingly, there is uncertainty regarding the continuation of the System Agreement and the effect of the absence of such an arrangement on the Utility operating companies.

For further information regarding the regulatory proceedings relating to the System Agreement, see the “Rate, Cost-recovery, and Other Regulation - Federal Regulation - System Agreement” section of Management’s Financial Discussion and Analysis for Entergy Corporation and ~~Subsidiaries.~~Subsidiaries and Note 2 to financial statements, System Agreement Cost Equalization Proceedings.

The Utility operating companies are subject to economic risks associated with participation in the MISO markets and the allocation of transmission upgrade costs. The operation of the Utility operating companies’ transmission system pursuant to the MISO RTO tariff and their participation in the MISO RTO’s wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

On December 19, 2013, the Utility operating companies integrated into the MISO RTO. For further information regarding the FERC and proceedings related to the MISO RTO, see the “Rate, Cost-recovery, and Other Regulation - Federal Regulation - Entergy’s Integration Into the MISO Regional Transmission Organization” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries. MISO maintains functional control over the combined transmission systems of its members and administers wholesale energy and ancillary services markets for market participants in the MISO region, including the Utility operating companies. The Utility operating companies sell capacity, energy, and ancillary services on a bilateral basis to certain wholesale customers and offer available electricity production of their generating facilities into the MISO day-ahead and real-time energy markets pursuant to the MISO tariff and market rules. The Utility operating companies are subject to economic risks associated with participation in the MISO markets. MISO tariff rules and system conditions, including transmission congestion, could affect the Utility operating companies’ ability to sell power in certain regions and/or the economic value of such sales, and MISO market rules may change in ways, including the implementation of competition among transmission providers, that cause additional risk.

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The Utility operating companies participate in the MISO regional transmission planning process and are subject to risks associated with planning decisions that MISO makes in the exercise of control over the planning of the Utility operating companies’ transmission assets that are under MISO’s functional control. The Utility operating companies pay transmission rates that reflect the cost of transmission projects that the Utility operating companies do not own, which could increase cash or financing needs. The terms and conditions of the MISO tariff, including provisions related to the design and implementation of wholesale markets and the allocation of transmission upgrade costs, are subject to regulation by FERC. The operation of the Utility operating companies’ transmission system pursuant to the MISO tariff and their participation in the MISO wholesale markets may be adversely affected by regulatory or market design changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements. In addition, orders from each of the Utility operating companies’ respective retail regulators generally require that the Utility operating companies make filings, within a specified period of their integration into MISO,

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setting forth the results of analysis of the costs and benefits of continued membership in MISO and/or requesting approval of their continued membership in MISO, and the outcome of such proceedings may affect the Utility operating companies’ continued membership in MISO.

(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.

Nuclear Operating and Regulatory Risks

(Entergy Corporation, Entergy Arkansas, Entergy ~~Gulf StatesLouisiana, 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 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. Entergy Wholesale Commodities’ forward sales are comprised of various hedge products, many of which have some degree of operational-contingent price risk. Certain unit-contingent contracts guarantee specified minimum capacity factors. In the event plants with these contracts were operating below the guaranteed capacity factors, Entergy would be subject to price risk for the undelivered power. Further, Entergy Wholesale Commodities’ nuclear forward sales contracts can also be on a firm LD basis, which subjects Entergy to increasing price risk as capacity factors decrease. Many of these firm hedge products have damages risk, capped through the use of risk management products.

Certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities nuclear plant owners periodically 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 affected.

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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 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. Lower than forecasted capacity factors may cause Entergy Wholesale Commodities to experience reduced revenues and may also create damages risk with certain hedge products as previously discussed.

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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 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 ~~2015.~~2016and beyond. The nuclear fuel supply portfolio for the Entergy Wholesale Commodities segment is being adjusted to reflect reduced overall requirements related to the planned permanent shutdown of the FitzPatrick and Pilgrim plants and the recent shutdown of the Vermont Yankee plant. Entergy’s ability to purchase nuclear fuel at reasonably predictable prices, however, depends upon the performance reliability of uranium miners and enrichers. While there are a number of possible alternate suppliers that may be accessed to mitigate any supplier performance failure, the pricing of any such alternate uranium supply from the market will be dependent upon 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 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 affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

Entergy’s ability to assure nuclear fuel supply also depends upon the performance and reliability of conversion, enrichment, and fabrication services providers. These service providers are fewer in number than uranium suppliers. For conversion and enrichment services, Entergy diversifies its supply by supplier and country and may take special measures to ensure a reliable supply of enriched uranium for fabrication into nuclear fuel. For fabrication services, each plant is dependent upon the performance of the fabricator of that plant’s nuclear fuel; therefore, Entergy relies upon additional monitoring, inspection, and oversight of the fabrication process to assure reliability and quality of its nuclear fuel. Certain of the suppliers and service providers are located in or dependent upon countries, such as Russia, in which deteriorating economic conditions or international sanctions could restrict the ability of such suppliers to continue to supply fuel or provide such services. The inability of such suppliers or service providers to perform such obligations could materially affect the liquidity, financial condition, and results of operations of certain of the Utility operating companies, System Energy, and Entergy Wholesale Commodities.

~~Certain of the Utility operating companies,~~Entergy Arkansas, Entergy Louisiana, 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, or increase oversight of their nuclear plants, which could materially 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, or the NRC’s interpretation thereof, may require a substantial increase in capital expenditures or may result in increased operating or decommissioning costs and could materially affect the results of operations, liquidity, or financial condition of Entergy (through Entergy Wholesale Commodities), its Utility operating companies, or System Energy. A change in the classification of a plant owned by one of these companies under the NRC’s Reactor Oversight Process, which is the NRC’s program to collect information about plant performance, assess the information for its safety significance, and provide for appropriate licensee and NRC response, also could cause the owner of the plant to incur material additional costs as a result of the increased oversight activity and potential response costs associated with the change in classification.For additional information concerning the current classification of the plants owned by Entergy

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Arkansas, Entergy Louisiana, System Energy, and the Entergy Wholesale Commodities business, see ENTERGY’S BUSINESS - Regulation of Entergy’s Business- Regulation of the Nuclear Power Industry - NRC Reactor Oversight Process in Part I, Item 1 and Note 8 to the financial statements.

Events at nuclear plants owned by ~~others,~~one of these companies, as well as those owned by ~~one~~others, may lead to a change in laws or regulations or the terms of ~~these companies,~~the applicable licenses, or the NRC’s interpretation thereof, or may cause the NRC to increase oversight activity or initiate ~~such actions.~~actions to modify, suspend, or revoke licenses, shut down a nuclear facility, or impose civil penalties. 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 affect

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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 resulted in the NRC issuing three orders effective on March 12, 2012 requiring U.S. nuclear operators, including Entergy, to undertake plant modifications or perform additional analyses that, ~~will,~~ among other things, ~~result~~have resulted in increased capital and operating costs associated with operating Entergy’s nuclear plants, some of which ~~could~~have been and will 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 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 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. The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials within the reactor coolant system. The issue is applicable at all nuclear units to varying degrees and is managed in accordance with industry standard practices and guidelines that include in-service examinations, replacements, and mitigation strategies. Developments in the industry or identification of issues at the nuclear units could require unanticipated remediation efforts that cannot be quantified in advance.

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. In addition, certain major parts have long lead-times to manufacture if an unplanned replacement is needed. This dependence on a reduced number of suppliers and long lead-times on certain major parts for unplanned replacements 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 disposal 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 disposal 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 on-site 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 expressed its intention and taken specific steps to discontinue the Yucca Mountain project and study a new spent fuel strategy. The NRC licensing of the Yucca Mountain repository is effectively at a standstill. 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 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 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.

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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 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 $127.318 million per reactor. With ~~104~~103 reactors currently participating, this translates to a total public liability cap of approximately ~~$13.241~~$13.114 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 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 $127.318 million per reactor per incident (Entergy’s maximum total contingent obligation per incident is $1.4 billion). The retrospective premium payment is currently limited to $18.963 million per year per incident per reactor until the aggregate public liability for each licensee is paid up to the $127.318 million cap.

NEIL is a utility industry mutual insurance company, owned by its members. All member plants could be subject to an annual assessment (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, ~~2014,~~2015, the maximum annual assessment amounts total ~~$105.7~~$124 million for the Utility plants and ~~$126.4~~$127.7 million for the Entergy Wholesale Commodities plants. Retrospective Premium Insurance available through NEIL’s reinsurance treaty can cover the potential assessments. The 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,

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or liquidity of Entergy, certain of the Utility operating companies, System Energy, or the Entergy Wholesale Commodities subsidiaries.

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 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

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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 funds in the corresponding decommissioning trust up to a specified amount. 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 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 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.

Changes in NRC regulations or other binding regulatory requirements may cause increased funding requirements for nuclear plant decommissioning trusts.

NRC regulations require certain minimum financial assurance requirements for meeting obligations to decommission nuclear power plants. Those financial assurance requirements may change from time to time, and certain changes may result in a material increase in the financial assurance required for decommissioning the Utility operating companies’, System Energy’s and owners of the Entergy Wholesale Commodities nuclear power plants. Such changes could result in the need for additional contributions to decommissioning trusts, or the posting of parent guarantees, letters of credit, or other surety mechanisms. For further information regarding nuclear decommissioning costs, see the “Critical Accounting Estimates – Nuclear Decommissioning Costs” section of Management’s Financial

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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 shutdown of nuclear units, denial of license renewal applications, 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 effect on Entergy’s results of operations, financial condition, and liquidity.

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(Entergy Corporation)

A failure to obtain renewed licenses or other approvals required for the continued operation of the Entergy Wholesale Commodities nuclear power plants could have a material 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 original expiration date of the operating license for Indian Point 2 was September 2013 and the original expiration date of the operating license for Indian Point 3 iswas December 2015. 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 and, with respect to issues resolved by the ASLB, before the NRC on appeal.

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. In addition, before the NRC may issue renewed operating licenses it must resolve its obligation to address the requirements of the Coastal Zone Management Act (CZMA). Most commonly, those requirements are met by the applicant's demonstration that the activity authorized by the federal permit being sought is consistent with the host state's federally-approved coastal management policies. Entergy has undertaken three independent initiatives to resolve CZMA issues: "grandfathering," "previous review," and a "consistency certification." In December 2014 the New York Supreme Court, Appellate Division, issued a unanimous ruling stating that Indian Point 2 and Indian Point 3 “are exempt from New York’s Coastal Management Program.” That decision could be appealed. For further information regarding these environmental regulations see the “Regulation of ~~Entergy's~~Entergy’s Business - Environmental Regulation - Clean Water Act” section in Part I, Item 1. For additional discussion of the 401 and CZMA proceedings related to Indian Point license renewal, see the “Entergy Wholesale Commodities Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

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 is able to prevent the continued operation of such plant, Entergy’s results of operations, financial condition, and liquidity could be materially 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 the “Entergy Wholesale Commodities

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Authorizations to Operate Its Nuclear Plants” in Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis.

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, the plants cost more to decommission than estimated, or if current regulatory requirements change, which then could require additional funding.

Under NRC regulations, Entergy Wholesale Commodities’ 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, or the anticipated actual completion of decommissioning if a site-specific estimate is used, for each of these nuclear power plants. As a result, if the projected amount of individual plants’ decommissioning trusts exceeds the NRC-required decommissioning amount, then its

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decommissioning obligations are considered to be funded in accordance with NRC regulations. If the 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 NRC’s 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.

If any Entergy Wholesale Commodities subsidiary decides to shut down one of its nuclear power plants earlier than the scheduled shutdown date and conduct decommissioning without the full benefit of a safe storage period, 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.

Vermont Yankee submitted notification of permanent cessation of operations and permanent removal of fuel from the reactor in January 2015 after final shutdown in December 2014. The Post Shutdown Decommissioning Activities Report for Vermont Yankee, including a site specific cost estimate, was submitted to the NRC in December 2014. Vermont Yankee’s future certifications to satisfy the NRC’s financial assurance requirements will now be based on the site specific cost estimate, including the estimated cost of managing spent fuel, rather than the NRC minimum formula for estimating decommissioning costs. Entergy expects that amounts available in Vermont Yankee’s decommissioning trust fund, including expected earnings, together with the credit facilities entered into in January 2015 that are expected to be repaid with recoveries from DOE litigation related to spent fuel storage, will be sufficient to cover expected costs of decommissioning, spent fuel management costs, and site restoration. ~~Filings with the~~Future NRC ~~for planned shutdown activities~~filings will determine whether any other financial assurance may be required, ~~and will specifically address~~including additional funding for spent fuel management, which will be required until the federal government takes possession of the fuel and removes it from the site, per its current obligation. In June 2015 the NRC granted an exemption allowing use of decommissioning trust funds for spent fuel management activities. In August 2015, Vermont and two Vermont utilities filed a petition in the U.S. Court of Appeals for the D.C. Circuit challenging the NRC’s issuance of that exemption. If the appeal were to result in a final decision denying Vermont Yankee the exemption, Vermont Yankee would have to satisfy the NRC that it had a plan to obtain additional funds to enable it to pay for these costs until the federal government takes possession of the fuel and removes it from the site.

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.~~plants or may restrict the decommissioning-related costs that can be paid from the

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decommissioning trusts. As a result, under any of these circumstances, Entergy’s results of operations, liquidity, and financial condition could be materially affected.

Entergy Wholesale Commodities nuclear power plants are exposed to price risk.

Entergy and its subsidiaries do not have a regulator-authorized 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. In order to reduce future price risk to desired levels, Entergy Wholesale Commodities utilizes contracts that are unit-contingent and Firm LD and various products such as forward sales, options, and collars. As of December 31, ~~2014,~~2015, Entergy Wholesale Commodities’ nuclear power generation plants had sold forward 86%, ~~74%~~63%, ~~39%~~21%, ~~17%~~26%, and ~~19%~~27% of its generation portfolio’s planned energy output for ~~2015,~~ 2016, 2017, 2018, 2019 and ~~2019,~~2020, respectively.

Market conditions such as product cost, market liquidity, and other portfolio considerations influence the product and contractual mix. The obligations under unit-contingent agreements depend on a generating asset that is operating; if the generation asset is not 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 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. Firm LD sales transactions may be exposed to substantial operational price risk, a portion of which may be capped through the use of risk management products, to the extent that the plants do not run as expected and market prices exceed contract prices.

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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 effects of sustained low natural gas prices and power market structure challenges have resulted in lower market prices for electricity in the power regions where the Entergy Wholesale Commodities nuclear power plants are located. The market price trend presents a challenging economic situation for the Entergy Wholesale Commodities plants. The severity of the challenge varies for each of the plants based on a variety of factors such as their market for both energy and capacity, their size, their contracted positions, and the amount of investment required to continue to operate and maintain the safety and integrity of the plants, including the estimated asset retirement costs. In addition, currently the market design under which the plants operate does not adequately compensate merchant nuclear plants for their environmental and fuel diversity benefits in the region.

The price that different counterparties offer for various products including 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. New hedges are generally layered into on a rolling forward basis, which tends to drive hedge over-performance to market in a falling price environment, and hedge underperformance to market in a rising price environment; however, hedge timing, product choice, and hedging costs will also affect these results. See the “Results of Operations -Realized Revenue per MWh for Entergy Wholesale Commodities Nuclear Plants” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries. ~~With~~Since the operating licenses for Indian Point 2 and Indian Point 3 ~~expiring~~expired in 2013 and 2015, respectively (see discussion above regarding the continued operation of Indian Point 2 and 3 past the license expiration dates), 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

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enter into fewer unit-contingent forward sales contracts for output from such plants for periods beyond the license expiration.

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 and realized weather deviations compared to normalized weather forecasts;

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;

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 or distributed generation;

regulatory policies of state agencies that affect the willingness of Entergy Wholesale Commodities 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 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;

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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 Entergy 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 that generates electricity, 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 and/or owning wholesale electric transmission facilities. The FERC has granted these generating and power marketing companies the authority to sell electricity at

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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 Entergy Wholesale Commodities business 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 information regarding federal, state and local laws and regulation applicable to the Entergy Wholesale Commodities business, see the “Regulation of Entergy’s Business” section in Part I, Item 1.

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 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

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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 affected.

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

Entergy 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 the operations of such 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 and capacity over the remaining life of the assets. In particular, the assets of the Entergy Wholesale Commodities business are subject to impairment if adverse market conditions arise and continue (such as expected long-term declines in market prices for electricity), if adverse regulatory events occur (including with respect to environmental regulation), if there is a reduction in the expected remaining useful life of a unit, 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.

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As discussed in the “Entergy Wholesale Commodities - ~~Property”~~ Property”section in Part I, Item 1, the original expiration dates of the operating licenses for Indian Point 2 and Indian Point 3 ~~are~~were 2013 and 2015, respectively (see discussion above regarding the continued operation of Indian Point 2 and 3 past the license expiration dates),and are currently the subject of license renewal processes at the NRC and the state in which the plants operate. On August 27, 2013, Entergy announced its plan to close and decommission Vermont Yankee. Vermont Yankee ceased power production in the fourth quarter 2014 at the end of a fuel cycle. This decision was approved by the Board in August 2013, and resulted in the recognition of impairment charges in 2013 and 2014. In October 2015, Entergy determined that it will close the Pilgrim and FitzPatrick plants. The Pilgrim plant will cease operations no later than June 1, 2019. FitzPatrick is expected to shut down at the end of its current fuel cycle, planned for January 27, 2017. During the third quarter 2015, Entergy recorded impairment and other related charges to write down the carrying values of the FitzPatrick and Pilgrim plants and related assets to their fair values. In addition, in the fourth quarter 2015, Entergy recorded impairment and other related charges to write down the carrying value of the Palisades plant and related assets to their fair value. In addition to the impairments and other related charges, Entergy has incurred severance and employee retention costs and expects to incur additional charges from 2016 into mid-2019 relating to the decisions to shut down Vermont Yankee, FitzPatrick, and Pilgrim. If Entergy concludes that any of its nuclear power plants is unlikely to operate through its current useful life, 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 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 effect on Entergy’s results of operations, financial condition, or liquidity. For further information regarding evaluating long-lived assets for impairment, see the “Critical Accounting Estimates - Nuclear Decommissioning Costs” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries.

General Business

(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’s and its subsidiaries’ ability to meet liquidity needs, access capital and operate and grow their businesses, and the cost of capital.

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 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-~~

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~~related~~weather-related or unforeseen disaster similar to that experienced in Entergy’s service territory with Hurricane Katrina and Hurricane Rita in 2005, Hurricane Gustav and Hurricane Ike in 2008, and Hurricane Isaac in 2012. 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 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

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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 up for renewal. 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 each Registrant’s regulatory framework, ability to recover costs and earn returns, diversification and 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.

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, ~~2014,~~2015, based on power prices at that time, Entergy had liquidity exposure of ~~$159~~$142 million under the guarantees in place supporting Entergy Wholesale Commodities transactions and $5$14 million of posted cash collateral. In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of December 31, ~~2014,~~2015, Entergy would have been required to provide approximately ~~$51~~$52 million of additional cash or letters of credit under some of the agreements. In the event of a decrease in the credit ratings of Entergy’s Utility operating companies to below investment grade, those companies collectively could be required to provide up to $50 million of additional cash or letters of credit to MISO. As of December 31, ~~2014,~~2015, the liquidity exposure associated with Entergy Wholesale Commodities assurance requirements, including return of previously ~~posted~~received collateral from counterparties, would increase by ~~$52~~$98 million for a $1 per MMBtu increase in gas prices in both the short- and long-term markets.

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Entergy and its subsidiaries’ ability to successfully complete strategic transactions, including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions, is subject to significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to unknown or undisclosed problems or liabilities, and the risk that for these or other reasons, Entergy and its subsidiaries may be unable to achieve some or all of the benefits that they anticipate from such transactions.

From time to time, Entergy and its subsidiaries have pursued and may continue to pursue strategic transactions including merger, acquisition, divestiture, joint venture, restructuring or other strategic transactions. In particular, as discussed in Note 2 to the financial statements, two of Entergy’s subsidiaries, Entergy Louisiana and Entergy Gulf States Louisiana, are undertaking a transaction that would result in the combination of those entities into a single public utility. In addition, as discussed in the “Capital Expenditure Plans and Other Uses of Capital - Union Power Station Purchase Agreement” section of Management’s Financial Discussion and Analysis for Entergy Corporation and Subsidiaries, certain of Entergy’s subsidiaries have entered into an asset purchase agreement to acquire the Union Power Station, consisting

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of four natural gas-fired, combined-cycle gas turbine power blocks, each rated at 495 MW (summer rating), from Union Power Partners, L.P. ~~Each of these transactions~~This transaction is subject to regulatory approval and other material conditions or contingencies. The failure to complete ~~these transactions~~this transaction or any future strategic transaction successfully or on a timely basis could have an adverse effect on Entergy’s financial condition, results of operations and the market’s perception of Entergy’s ability to execute its strategy. Further, ~~these transactions,~~this transaction, and any completed or future strategic transactions, involve substantial risks, including the following:

acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;

acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;

Entergy and/or its subsidiaries may assume liabilities that were not disclosed to them, that exceed their estimates, or for which their rights to indemnification from the seller are limited;

Entergy and/or its subsidiaries may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, such approvals may be granted subject to terms that are unacceptable to them, or Entergy or its subsidiaries otherwise may be unable to achieve anticipated regulatory treatment of any such transaction or acquired business or assets; and

Entergy or its subsidiaries otherwise may be unable to achieve the full strategic and financial benefits that they anticipate from the transaction, or such benefits may be delayed or may not occur at all.

The construction of, and capital improvements to, power generation facilities involve substantial risks. Should construction or capital improvement efforts be unsuccessful, the financial condition, results of operations, or liquidity of Entergy and the Utility operating companies could be materially 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 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. In addition, the Utility operating companies could be exposed to higher costs and market volatility, which could affect cash flow and cost recovery, should their respective regulators decline to approve the construction of new generation needed to meet the reliability needs of customers at the lowest reasonable cost. 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.

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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, wetlands impacts, solid and hazardous waste storage and disposal, cooling

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and service water intake, the protection of threatened and endangered species, hazardous materials transportation, and similar matters. Federal, state, and local authorities continually revise these 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 potentially are subject to liability under these laws for the costs of remediation of environmental contamination of property now or formerly owned or operated by the Utility operating companies, System Energy, and Entergy Wholesale Commodities 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.

Emissions of nitrogen and sulfur oxides, mercury, particulates, greenhouse gases, and other regulated air emissions 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 and the resulting need to shift course, both operationally and economically, depending on the nature of the changes. Risks relating to global climate change, initiatives to compel greenhouse gas emission reductions, and water availability issues 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), the SERC Reliability Corporation (SERC), and other regional enforcement entities, 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 costs related to compliance with new and existing reliability standards, including costs associated with the Utility operating companies’ transmission system and generation assets. The changes to the

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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.

(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 affect the Utility operating companies’ results of operations.

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

Entergy’s electricity sales volumes are affected by a number of factors, including the state of the national and regional economies, weather, customer bill sizes (large bills tend to induce conservation), trends in energy efficiency, and the willingness and ability of large industrial customers to develop co-generation facilities that greatly reduce their demand from Entergy. Some of these factors are inherently cyclical or temporary in nature, such as the weather or economic conditions, and rarely have a long-lasting impact on Entergy’s operating results. Others, such as the increasing adoption of energy efficient appliances and building codes, are having a more permanent impact of reducing sales growth rates from historical norms. Newer technologies such as distributed generation have not yet had a substantive impact on Entergy’s electricity sales, but further advances have the potential to do so in the future. ~~Since the national economy emerged from the last recession in 2009,~~ Entergy’s industrial sales, in particular, ~~have benefited~~benefit from steady economic growth and ~~relatively low natural gas~~favorable commodity prices ~~from an historical perspective.~~and are also sensitive to changes in conditions in the markets in which its customers operate. Any ~~substantial~~ negative change in any of these factors has the potential to result in slower ~~or declining~~ sales growth or sales declines and increased bad debt expense, which could materially affect Entergy’s and the Utility operating companies’ results of operations, financial condition, and liquidity.

The effects of climate change and environmental and regulatory obligations intended to compel greenhouse gas emission reductions or to place a price on greenhouse gas emissions could materially affect the financial condition, results of operations, and liquidity of Entergy, the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

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 certain vehicles and from new and significantly modified stationary sources of emissions, including electric generating units. InDuring 2012 and ~~2013,~~2014, EPA proposed a CO2 emission ~~standard~~standards for new and existing sources; ~~this standard is expected to be~~EPA finalized ~~in 2015. Additionally, EPA proposed a CO2 existing source performance standard regulation in 2014 for finalization~~these standards in 2015. As examples of state action, in the Northeast, the Regional Greenhouse Gas Initiative (RGGI) establishes a cap on CO2 emissions from electric power plants and requires generators to purchase emission permits to cover their CO2 emissions, and a similar program has been developed in California.

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Developing and implementing plans for compliance with greenhouse gas 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; 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. These requirements could, in turn, lead to changes in the planning or operations of balancing authorities or organized markets in areas where the Utility operating companies, System Energy, or Entergy Wholesale Commodities do business. Violations of such requirements may subject Entergy Wholesale Commodities 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, 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

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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 affect the financial condition, results of operations and liquidity of Entergy and its subsidiaries. In addition, lawsuits ~~currently are pending~~have occurred or are reasonably expected against emitters of greenhouse gases alleging that these companies are liable for personal injuries and property damage caused by climate change. These lawsuits may seek injunctive relief, monetary compensation, and punitive damages.

In addition to the regulatory and financial risks associated with climate change discussed above, potential physical risks from climate change include an increase in sea level, wind and storm surge damages, wetland and barrier island erosion, risks of flooding and changes in weather conditions, ~~such~~(such as ~~changes~~increases in precipitation, drought, or changes in average ~~temperatures,~~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 could give rise to fuel supply interruptions and price spikes. Entergy and its subsidiaries also face the risk that climate change could impact the availability and quality of water supply necessary for operations.

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 effect on Entergy’s, Entergy Wholesale Commodities’, System Energy’s, and the Utility operating companies’ financial condition, results of operations, and liquidity.

Continued and future availability and quality of water for cooling, process, and sanitary uses could materially affect the financial condition, results of operations, and liquidity of the Utility operating companies, System Energy, and the Entergy Wholesale Commodities business.

Water is a vital natural resource that is also critical to the Utility operating companies’, System ~~Energy's,~~Energy’s, and Entergy Wholesale Commodities’ business operations. Entergy’s facilities use water for cooling, boiler make-up, sanitary uses, potable supply, and many other uses. Two of Entergy’s Utility operating companies own and/or operate hydroelectric facilities. Accordingly, water availability and quality are critical to Entergy’s business operations. Impacts to water availability or quality could negatively impact both operations and revenues.

Entergy secures water through various mechanisms (ground water wells, surface waters intakes, municipal supply, etc.) and operates under the provisions and conditions set forth by the provider and/or regulatory authorities. Entergy also obtains and operates in substantial compliance with water discharge permits issued under various provisions of the Clean Water ~~Act.~~Act and/or state water pollution control provisions. Regulations and authorizations for both water intake and use and for waste discharge can become more stringent in times of water shortages, low flows in rivers, low lake levels, low groundwater

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aquifer volumes, and similar conditions. The increased use of water by industry, agriculture, and the population at large, population growth, and the potential impacts of climate change on water resources may cause water use restrictions that affect Entergy and its subsidiaries.

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

To manage 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

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to hedge portions of their purchase and sale commitments, fuel requirements, and inventories of natural gas, uranium and its conversion and enrichment, 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, 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 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 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 all or part of their obligations to Entergy or its subsidiaries. If the counterparties to these arrangements fail to perform, Entergy or its subsidiaries may enforce and recover the proceeds from the credit support provided and acquire alternative hedging arrangements, 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 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 Wall Street Reform and Consumer Protection Act (Act), and the rules and regulations promulgated under the act impose governmental regulation on the over-the-counter derivative market, including the commodity

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swaps used by the Utility operating companies and the Entergy Wholesale Commodities business to hedge and mitigate commercial risk. Under the Act, certain swaps are subject to mandatory clearing and exchange trading requirements. Swap dealers and major market participants in the swap market are subject to capital, margin, registration, reporting, recordkeeping, and business conduct requirements with respect to their swap activities. Entergy is not a swap dealer or a major swap participant, and does not expect to qualify as either in the future. Non-swap dealers and non-major swap participants, such as Entergy, are subject to reporting, recordkeeping, and business conduct requirements (i.e., anti-manipulation, anti-disruptive trading practices, and whistleblower provisions) with respect to their swap activities. Position limits may also apply to certain swaps activities. Position limit rules promulgated by the Commodity Futures Trading Commission were vacated by the US District Court for the District of Columbia. The

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Commodity Futures Trading Commission has subsequently proposed new position limit rules. If the Commodity Futures Trading Commission’s issues final position limit rules, those rules may apply to certain of Entergy’s swaps activities.

The Act required 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 has been largely completed. Both the Utility operating companies 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, the imposition of position limits, or otherwise, the financial performance of the Utility operating companies and/or the Entergy Wholesale Commodities business may be adversely affected. To the extent that the Utility operating companies and the Entergy Wholesale Commodities business may 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.~~funding and result in increased benefit plan costs.

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.~~liabilities and also result in higher benefit costs. As the value of the assets decreases, the “expected return on assets” component of benefit costs decreases, resulting in higher benefits costs. Additionally, asset losses are incorporated into benefit costs over time, thus increasing benefits costs. Volatility in the capital markets has 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.~~funding and recognition of higher liability carrying costs. The funding requirements of the obligations 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. For further information regarding Entergy’s pension and other postretirement benefit plans, refer 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. 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

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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.

Domestic or international terrorist attacks, including cyber attacks, and failures or breaches of Entergy’s and its subsidiaries’ technology systems may adversely affect Entergy’s results of operations.

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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, transmission operations centers, or distribution infrastructure used to manage and transport power to customers. An actual act could affect Entergy’s ability to operate, including its ability to operate the ~~necessary~~ information technology systems and network ~~infrastructure.~~infrastructure on which it relies to conduct its business. The Utility operating companies also face heightened risk of an act or threat by cyber criminals, intent on accessing personal information for the purpose of committing identity theft.

Entergy and its subsidiaries operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure in accordance with prescriptive standards. Despite the implementation of multiple layers of security by Entergy and its subsidiaries, technology systems remain vulnerable to potential threats that could lead to unauthorized access or loss of availability to critical systems essential to the reliable operation of Entergy’s electric system. If Entergy’s or its subsidiaries’ technology systems were compromised and unable to recover timely to a normal state of operations, Entergy or its subsidiaries may be unable to perform critical business functions that are essential to the company’s well-being and the health, safety, and security needs of its customers. In addition, an attack on its information technology infrastructure may result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, vendors, and others in Entergy’s care.

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 and adversely affected. The risk of such attacks, failures, or breaches 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. Such events may also expose Entergy to an increased risk of judgments and fines.

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 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 provisions for potential adverse outcomes regarding tax positions that have been taken. Entergy and its subsidiaries also estimate their ability to utilize tax benefits, including those in the form of carryforwards for which the benefits have already been reflected in the financial statements. Changes in federal, state, or local tax laws, adverse tax audit results or adverse tax rulings on positions taken by Entergy and its subsidiaries could negatively affect Entergy’s, the Utility operating companies’, and System Energy’s results of operations, financial condition, and liquidity. For further information regarding Entergy’s income taxes, refer to Note 3 to the financial statements.

(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’s 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

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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 monthly, 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’s 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 reflecting higher gas procurement costs incurred by Entergy ~~Gulf States Louisiana or Entergy~~ New Orleans, customer

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usage may decrease, especially in weaker economic times, resulting in lower distribution charges for ~~Entergy Gulf States Louisiana or~~ Entergy New 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. 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 2044. System Energy’s financial condition depends both on the receipt of payments from the Utility operating companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf.

For information regarding the Unit Power Sales Agreement, the sale and leaseback transactions and certain other 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 “Sale and Leaseback Transactions” section of Note 10 to the financial statements, and the “Utility - System Energy and Related Agreements” section of Part I, Item 1.

(Entergy Corporation)

As a holding company, Entergy Corporation depends on cash distributions from its subsidiaries to meet its debt service and other financial obligations and to pay dividends on its common stock.

Entergy Corporation is a holding company with no material revenue generating operations of its own or material assets other than the stock of its subsidiaries. Accordingly, all of its operations are conducted by its subsidiaries. Entergy Corporation’s ability to satisfy its financial obligations, including the payment of interest and principal on its outstanding debt, and 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 restrict the payment of cash dividends to Entergy Corporation. For further information regarding dividend or distribution restrictions to Entergy Corporation, see the “Retained Earnings and Dividend Restrictions” section of Note 7 to the financial statements.

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ENTERGY ARKANSAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2015 Compared to 2014

Net income decreased $47.1 million primarily due to higher other operation and maintenance expenses, partially offset by higher net revenue.

2014 Compared to 2013

Net income decreased by $40.6 million primarily due to higher other operation and maintenance expenses, lower other income, higher depreciation and amortization expenses, and a higher effective income tax rate, partially offset by higher net revenue.

~~2013~~Net Revenue

2015 Compared to ~~2012~~2014

Net ~~income increased $9.6 million~~revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2015 to 2014.



	Amount
	(In Millions)

2014 net revenue		$1,335.9
Volume/weather	12.7
Retail electric price	9.4
Asset retirement obligation	4.2
Net wholesale revenue	(7.8		)
Other	7.8
2015 net revenue		$1,362.2

The volume/weather variance is primarily due to ~~higher net revenue, higher other income, lower nuclear refueling outage expenses,~~an increase of 110 GWh, or 1%, in billed electricity usage, including the effect of more favorable weather on residential and ~~a lower~~commercial sales and an increase in industrial usage. The increase in industrial usage is primarily due to increased demand by existing customers primarily in the petroleum refining and primary metals industries.

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective ~~income tax rate, partially~~July 2014 and July 2015. Energy efficiency revenues are largely offset by ~~higher~~costs included in other operation and maintenance expenses ~~higher interest expense,~~ and ~~higher depreciation~~have minimal effect on net income.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory charge or credit for the difference between asset retirement obligation-related expenses and ~~amortization expenses.~~trust earnings plus asset retirement obligation related costs collected in revenue. The variance is primarily caused by an increase in regulatory credits because of an increase in accretion expense.

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Management’s Financial Discussion and Analysis

~~Net Revenue~~The net wholesale revenue variance is primarily due to lower prices.

2014 Compared to 2013

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2014 to 2013.



	Amount
	(In Millions)

2013 net revenue		$1,301.5
Retail electric price	43.3
Reserve equalization	16.5
Transmission revenue	13.7
Asset retirement obligation	12.7
MISO deferral	(11.1		)
Volume/weather	(13.0		)
Net wholesale revenue	(20.5		)
Other	(7.2		)
2014 net revenue		$1,335.9

The retail electric price variance is primarily due to an increase in the energy efficiency rider, as approved by the APSC, effective July 2013 and July 2014, and the effect of the APSC’s order in the 2013 rate case, including an annual base rate increase effective January 2014, offset by a MISO rider to provide customers credits in rates for transmission revenue received through MISO. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income. See Note 2 to the financial statements for further discussion of the rate case.

The reserve equalization variance is primarily due to the absence of reserve equalization expenses as compared to 2013 resulting from Entergy Arkansas’s exit from the System Agreement.

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~~Management’s Financial Discussion and Analysis~~

The transmission revenue variance is primarily due to changes as a result of participation in the MISO RTO in 2014.

The asset retirement obligation affects net revenue because Entergy Arkansas records a regulatory debit or credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation related costs collected in revenue. The variance is primarily caused by an increase in regulatory credits because of a decrease in decommissioning trust earnings.

The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred

from March 2010 through December 2012 related to the transition and implementation of joining the MISO RTO.

The volume/weather variance is primarily due to a decrease in sales volume during the unbilled sales period, partially offset by an increase of 190 GWh, or 1%, in billed electricity usage primarily in the residential sector.

The net wholesale revenue variance is primarily due to lower margins on co-owner contracts due to contract changes.

~~2013 Compared to 2012~~



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

~~2012 net revenue~~		~~$1,253.0~~
~~Retail electric price~~	~~46.4~~
~~MISO deferral~~	~~11.1~~
~~Net wholesale revenue~~	~~6.5~~
~~Volume/weather~~	~~(10.7~~		)
~~Asset retirement obligation~~	~~(10.4~~		)
~~Other~~	~~5.6~~
~~2013 net revenue~~		~~$1,301.5~~

~~The retail electric price variance is primarily due to:~~

an increase in the capacity acquisition rider, as approved by the APSC, effective with the first billing cycle of December 2012, relating to the Hot Spring plant acquisition. The net income effect of the Hot Spring plant cost recovery is limited to a portion representing an allowed return on equity on the net plant investment with the remainder offset by the Hot Spring plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes; and

increases in the energy efficiency rider, as approved by the APSC, effective July 2014 and July 2013. Energy efficiency revenues are largely offset by costs included in other operation and maintenance expenses and have minimal effect on net income.

~~The MISO deferral variance is due to the deferral in April 2013, as approved by the APSC, of costs incurred~~

~~from March 2010 through December 2012 related to the transition and implementation of joining the MISO RTO.~~

~~The net wholesale revenue variance is primarily due to higher margins on co-owner contracts.~~

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~~The volume/weather variance is~~Other Income Statement Variances

2015 Compared to 2014

Nuclear refueling outage expenses increased primarily due to ~~lower weather-adjusted usage across all sectors, partially offset by~~ the ~~effect~~amortization of ~~more favorable weather on residential sales. The decrease in~~higher expenses associated with the ~~industry usage was primarily driven by the pulp~~refueling outages at ANO 1 and ~~paper industry, the chemicals industry, and the food products industry.~~2.

Other operation and maintenance expenses increased primarily due to:

an increase of $43.4 million in nuclear generation expenses primarily due to an increase in regulatory compliance costs. The ~~asset retirement obligation affects net revenue because Entergy Arkansas records a~~increase in regulatory ~~debit or credit for the difference between asset retirement obligation-related expenses and trust earnings plus asset retirement obligation related~~compliance costs ~~collected in revenue. The variance~~ is primarily ~~caused~~related to additional NRC inspection activities in 2015 as a result of the NRC’s March 2015 decision to move ANO into the “multiple/repetitive degraded cornerstone column” of the NRC’s Reactor Oversight Process Action Matrix. See “ANO Damage, Outage, and NRC Reviews” below for further discussion;

an increase of $15.3 million in distribution expenses primarily due to vegetation maintenance and higher labor costs;

an increase of $12.6 million in energy efficiency costs, including the effects of true-ups to the energy efficiency filings for fixed costs to be collected from customers. Energy efficiency costs are recovered through the energy efficiency rider and have a minimal effect on net income;

an increase of $8.9 million in compensation and benefits costs primarily due to an increase in net periodic pension and other postretirement benefits costs as a result of lower discount rates and changes in retirement and mortality assumptions, partially offset by a decrease in ~~regulatory credits because~~the accrual for incentive-based compensation. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefits costs; and

an increase of $6.6 million in fossil-fueled generation expenses due to an overall higher scope of work in 2015 as compared to 2014.

The increase was partially offset by a decrease of $6.5 million related to incentives recognized as a result of participation in energy efficiency programs.

Taxes other than income taxes increased primarily due to an increase in ~~decommissioning trust earnings.~~local franchise taxes resulting from higher residential and commercial revenues in 2015 as compared to 2014, an increase in payroll taxes, and an increase in ad valorem taxes resulting from higher assessments.

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

Other ~~Income Statement Variances~~income increased primarily due to an increase in the allowance for equity funds used during construction resulting from increased transmission spending in 2015 as compared to 2014.

Interest expense increased primarily due to the issuance of $250 million of 4.95% Series first mortgage bonds in December 2014, partially offset by an increase in the allowance for borrowed funds used during construction resulting from increased transmission spending in 2015 as compared to 2014.

2014 Compared to 2013

Other operation and maintenance expenses increased primarily due to:

a net increase of $26.4 million in energy efficiency costs, including a $4.3 million true-up to the 2013 energy efficiency filing for fixed costs collected from customers. These costs are recovered through the energy efficiency rider and have a minimal effect on net income;

an increase of $21.2 million in nuclear generation expenses primarily due to higher material costs, higher nuclear labor costs, including contract labor, and higher NRC fees;

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an increase of $13.9 million due to an increase in storm damage accruals effective January 2014, as approved by the APSC;

an increase of $7.5 million in administration fees in 2014 related to participation in the MISO RTO;

an increase of $7.2 million due to the amortization in 2014 of human capital management costs that were deferred in 2013, as approved by the APSC. See Note 2 to the financial statements for further discussion of the deferral of these costs;

an increase of $5.2 million due to the amortization in 2014 of costs deferred in 2013 related to the transition and implementation of joining the MISO ~~RTO, as discussed above;~~RTO; and

the effects of recording the final court decision in 2013 in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.2 million of spent nuclear fuel storage costs previously recorded as other operation and maintenance expense.

The increase was partially offset by:

a decrease of $20.8 million in compensation and benefits costs primarily due to an increase in the discount rates used to determine net periodic pension and other postretirement benefit costs, other postretirement benefit plan design changes, fewer employees, and a settlement charge recognized in September 2013 related to the payment of lump sum benefits out of the non-qualified pension plan. See “Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of pension and other postretirement benefits costs;

a decrease of $9 million resulting from costs incurred in 2013 related to the generator stator incident at ANO, including an offset for insurance proceeds. See “ANO Damage, Outage, and NRC Reviews” below for further discussion of the incident; and

a decrease of $8.6 million resulting from costs incurred in 2013 related to the now-terminated plan to spin off and merge the Utility’s transmission business.

Depreciation and amortization expenses increased primarily due to additions to plant in service, higher depreciation rates in 2014, as approved by the APSC, and the effects of recording the final court decision in 2013 in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.6 million of spent nuclear fuel storage costs previously recorded as depreciation expense.

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~~Management’s Financial Discussion and Analysis~~

Other income decreased primarily due to lower earnings in 2014 on decommissioning trust fund investments. There is no effect on net income as the trust fund earnings are offset by a corresponding amount of regulatory charges.

~~2013 Compared to 2012~~

~~Nuclear refueling outage expenses decreased primarily due to lower costs associated with the most recent outage as compared to the previous outages.~~

~~Other operation and maintenance expenses increased primarily due to:~~

an increase of $24.3 million resulting from implementation costs, severance costs, and curtailment and special termination benefits in 2013 related to the human capital management strategic imperative, partially offset by the deferral, as approved by the APSC, of $21.8 million of these costs. See “~~Human Capital Management Strategic Imperative” section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for further discussion;~~

~~an increase of $16.2 million in fossil-fueled generation expenses primarily due to the addition of the Hot Spring plant in November 2012;~~

~~an increase of $16.1 million in energy efficiency costs. These costs are recovered through the energy efficiency rider and have minimal effect on net income;~~

an increase of $10.8 million in compensation and benefits costs primarily due to a decrease in the discount rates used to determine net periodic pension and other postretirement benefit costs and a settlement charge, recognized in September 2013, related to the payment of lump sum benefits out of the non-qualified pension plan. See “~~Critical Accounting Estimates” below and Note 11 to the financial statements for further discussion of benefits costs; and~~

~~an increase of $9 million resulting from costs related to the generator stator incident at ANO, including an offset for expected insurance proceeds. See “ANO Damage, Outage, and NRC Reviews” below for further discussion of the incident.~~

~~The increase was partially offset by:~~

a decrease of $4.6 million due to costs incurred in 2012 related to the transition and implementation of joining the MISO RTO. In April 2013, Entergy Arkansas began deferring these costs as approved by the APSC; and

Also, other operation and maintenance expenses include $8.6 million in 2013 and $13.3 million in 2012 of costs incurred related to the now terminated plan to spin off and merge the transmission business.

Depreciation and amortization expenses increased primarily due to the acquisition of the Hot Spring plant in November 2012, partially offset by the effects of recording the final court decision in 2013 in the Entergy Arkansas lawsuit against the U.S. Department of Energy related to spent nuclear fuel disposal. The damages awarded include the reimbursement of approximately $3.6 million of spent nuclear fuel storage costs previously recorded as depreciation expense.

Other income increased primarily due to higher realized gains in 2013 on the ANO 1 and ANO 2 decommissioning trust fund investments. There is no effect on net income as these investment gains are offset by a corresponding amount of regulatory charges.

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~~Management’s Financial Discussion and Analysis~~

~~Interest expense increased primarily due to:~~

~~the issuance of $200 million of 4.90% Series first mortgage bonds in December 2012;~~

~~the issuance of $250 million of 3.05% Series first mortgage bonds bonds in May 2013; and~~

~~the issuance of $125 million of 4.75% Series first mortgage bonds in June 2013.~~

~~This increase was offset by the retirement, at maturity, of $300 million of 5.40% Series first mortgage bonds in August 2013.~~

Income Taxes

The effective income tax rates for 2015, 2014, and 2013 ~~and 2012~~ were 35.3%, 40.8%, ~~36.2%~~ and ~~38.4%~~36.2%, respectively. See Note 3 to the financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.

ANO Damage, Outage, and NRC Reviews

On March 31, 2013, during a scheduled refueling outage at ANO 1, a contractor-owned and operated heavy-lifting apparatus collapsed while moving the generator stator out of the turbine building. The collapse resulted in the death of an ironworker and injuries to several other contract workers, caused ANO 2 to shut down, and damaged the ANO turbine building. The turbine building serves both ANO 1 and 2 and is a non-radiological area of the plant. ANO 2 reconnected to the grid on April 28, 2013 and ANO 1 reconnected to the grid on August 7, 2013. The total cost of assessment, restoration of off-site power, site restoration, debris removal, and replacement of damaged property and equipment was approximately $95 million. In addition, Entergy Arkansas incurred replacement power costs for ANO 2 power during its outage and incurred incremental replacement power costs for ANO 1 power because the outage

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Management’s Financial Discussion and Analysis

extended beyond the originally-planned duration of the refueling outage. In February 2014 the APSC approved Entergy Arkansas’s request to exclude from the calculation of its revised energy cost rate $65.9 million of deferred fuel and purchased energy costs incurred in 2013 as a result of the ANO stator incident. The APSC authorized Entergy Arkansas to retain the $65.9 million in its deferred fuel balance with recovery to be reviewed in a later period after more information regarding various claims associated with the ANO stator incident is available.

Entergy Arkansas is pursuing its options for recovering damages that resulted from the stator drop, including its insurance coverage and legal action. Entergy is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurance company that provides property damage coverage to the members’ nuclear generating plants, including ANO. NEIL has notified Entergy that it believes that a $50 million course of construction sublimit applies to any loss associated with the lifting apparatus failure and stator drop at ANO. Entergy has responded that it disagrees with NEIL’s position and is evaluating its options for enforcing its rights under the policy. During 2014, Entergy Arkansas collected $50 million from NEIL and is pursuing additional recoveries due under the policy. OnIn July ~~12,~~ 2013, Entergy Arkansas filed a complaint in the Circuit Court in Pope County, Arkansas against the owner of the heavy-lifting apparatus that collapsed, an engineering firm, a contractor, and certain individuals asserting claims of breach of contract, negligence, and gross negligence in connection with their responsibility for the stator drop.

Shortly after the stator incident, the NRC deployed an augmented inspection team to review the plant’s response. In July 2013 a second team of NRC inspectors visited ANO to evaluate certain items that were identified as requiring follow-up inspection to determine whether performance deficiencies existed. In March 2014 the NRC issued an inspection report on the follow-up inspection that discussed two preliminary findings, one that was preliminarily determined to be “red with high safety significance” for Unit 1 and one that was preliminarily determined to be “yellow with substantial safety significance” for Unit 2, with the NRC indicating further that these preliminary findings may warrant additional regulatory oversight. This report also noted that one additional item related to flood barrier effectiveness was still under review.

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~~Management’s Financial Discussion and Analysis~~

In May 2014 the NRC met with Entergy during a regulatory conference to discuss the preliminary red and yellow findings and Entergy’s response to the findings. During the regulatory conference, Entergy presented information on the facts and assumptions the NRC used to assess the potential findings. The NRC used the information provided by Entergy at the regulatory conference to finalize its decision regarding the inspection team’s findings. In a letter dated June 23, 2014, the NRC classified both findings as “yellow with substantial safety significance.” In an assessment follow-up letter for ANO dated July 29, 2014, the NRC stated that given the two yellow findings, it determined that the performance at ANO is in the “degraded cornerstone column,” or column 3, of the NRC’s reactor oversight process action matrix beginning the first quarter 2014. Corrective actions in response to the NRC’s findings have been taken and remain ongoing at ANO. ~~The NRC plans to conduct supplemental inspection activity to review the actions taken to address the yellow findings. Entergy will continue to interact with the NRC to address the NRC’s findings.~~

In September 2014 the NRC issued an inspection report on the flood barrier effectiveness issue that was still under review at the time of the March 2014 inspection report. While Entergy believes that the flood barrier issues that led to the finding have been addressed at ANO, NRC processes still required that the NRC assess the safety significance of the deficiencies. In its September 2014 inspection report, the NRC discussed a preliminary finding of “yellow with substantial safety significance” for the Unit 1 and Unit 2 auxiliary and emergency diesel fuel storage buildings. The NRC indicated that these preliminary findings may warrant additional regulatory oversight. Entergy requested a public regulatory conference regarding the inspection, and the conference was held onin October ~~28,~~ 2014. During the regulatory conference, Entergy presented information related to the facts and assumptions used by the NRC in arriving at its preliminary finding of “yellow with substantial safety significance.” In January 2015 the NRC issued its final risk significance determination for the flood barrier violation originally cited in the September 2014 report. The NRC’s final risk significance determination was classified as “yellow with substantial safety significance.”

~~The NRC’s January~~In March 2015 ~~letter did not advise ANO of the additional level of oversight that will result from the yellow finding related to the flood barrier issue, and it stated that~~ the NRC ~~would inform~~issued a letter notifying Entergy of its decision to move ANO ~~of this decision by separate correspondence. The yellow finding may result in ANO being placed~~ into the “multiple/repetitive degraded cornerstone column” (Column 4) of the NRC’s ~~reactor oversight process action matrix.~~Reactor Oversight Process Action Matrix. Placement into ~~this column would require~~Column 4 requires significant additional NRC inspection activities at the ANO site, including a review of the site’s root cause evaluation associated with the flood barrier and stator issues, an assessment of the effectiveness of the site’s

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Management’s Financial Discussion and Analysis

corrective action program, an additional design basis inspection, a safety culture assessment, and possibly other inspection activities consistent with the NRC’s Inspection Procedure. ~~The~~Entergy Arkansas incurred incremental costs of approximately $53 million in 2015 to prepare for the NRC inspection that began in early 2016. Excluding remediation and response costs that may result from the additional NRC inspection activities, ~~at the site are~~Entergy Arkansas also expects to incur approximately $50 million in 2016 in support of NRC inspection activities and to implement Entergy Arkansas’s performance improvement initiatives developed in 2015. A much lesser amount of incremental expenses is expected to ~~increase ANO’s operating costs.~~be ongoing annually after 2016.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013 were as follows:


	2014			2013			2012			2015			2014			2013
	(In Thousands)									(In Thousands)
Cash and cash equivalents at beginning of period		$127,022			$34,533			$22,599			$218,505			$127,022			$34,533

Net cash provided by (used in):
Operating activities	403,826			401,250			509,117			474,890			403,826			401,250
Investing activities	(600,628		)	(524,473		)	(723,248		)	(685,274		)	(600,628		)	(524,473		)
Financing activities	288,285			215,712			226,065			1,014			288,285			215,712
Net increase in cash and cash equivalents	91,483			92,489			11,934
Net increase (decrease) in cash and cash equivalents										(209,370		)	91,483			92,489

Cash and cash equivalents at end of period		$218,505			$127,022			$34,533			$9,135			$218,505			$127,022

Named Executive Officer

Company

Contribution –

~~Savings Plan~~Compensation Policies and Practices

~~The Named Executive Officers~~Entergy Corporation strives to ensure that its compensation philosophy and practices are ~~eligible to participate~~ in line with the best practices of companies in the utility industry as well as other companies in the S&P 500. Some of these practices include the following:

Clawback Provisions

Entergy ~~Corporation-sponsored Savings Plan~~Corporation has adopted a clawback policy that covers ~~a broad group~~all individuals subject to Section 16 of ~~employees. The Savings Plan is a tax-qualified 401(k) retirement savings plan, wherein total combined before-tax and after-tax contributions may not exceed 30%~~the Exchange Act, including all of ~~a participant’s base salary up~~the members of the Office of the Chief Executive. Under the policy, the Committee will require reimbursement of incentives paid to these executive officers where:

(i) the payment was predicated upon the achievement of certain contribution limits defined by law. In addition, under the Savings Plan, the employer of Savings Plan participants, who participate in the final average pay defined benefit pension plan, matches an amount equal to seventy cents for each dollar contributed by participating employees, including the Named Executive Officers,financial results with respect to the ~~first six percent~~applicable performance period that were subsequently determined to be the subject of ~~their eligible earnings under~~a material restatement other than a restatement due to changes in accounting policy; or (ii) a material miscalculation of a performance award occurs, whether or not the ~~plan for that pay period.~~

financial statements were restated and, in either such case, a lower payment would have been made to the executive officer based upon the restated financial results or correct calculation; or

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~~Executive Deferred Compensation Plan~~in the Board of Directors’ view, the executive officer engaged in fraud that caused or partially caused the need for a restatement or caused a material miscalculation of a performance award, in each case, whether or not the financial statements were restated.

The amount the Committee requires to be reimbursed is equal to the excess of the gross incentive payment made over the gross payment that would have been made if the original payment had been determined based on the restated financial results or correct calculation. Further, following a material restatement of the financial statements, Entergy Corporation will seek to recover any compensation received by its Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under Section 304 of the Sarbanes-Oxley Act of 2002.

Stock Ownership Guidelines and Share Retention Requirements

For many years, Entergy Corporation has had stock ownership guidelines for executives, including the Named Executive Officers. These guidelines are designed to align the executives’ long-term financial interests with those of shareholders. Annually, the Personnel Committee monitors the executive officers’ compliance with these guidelines.



Role	Value of Common Stock to be Owned
Chief Executive Officer	6 times base salary
Executive Vice Presidents	3 times base salary
Senior Vice Presidents	2 times base salary
Vice Presidents	1 time base salary

Further, to ensure compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:

all net after-tax shares paid out under the Long-Term Performance Unit Program;

all net after-tax shares of the restricted stock received upon vesting; and

at least 75% of the after-tax net shares received upon the exercise of Entergy Corporation stock options, except for stock options granted before January 1, 2014, as to which the executive officer must retain at least 75% of the after-tax net shares until the earlier of achievement of the stock ownership guidelines or five years from the date of exercise.

Trading Controls and Anti-Pledging and Anti-Hedging Policies

Executive officers, including the Named Executive Officers, are ~~eligible~~required to ~~defer up~~receive the permission of Entergy Corporation’s General Counsel prior to ~~100%~~entering into any transaction involving its securities, including gifts, other than the exercise of ~~their Annual Incentive Plan awards into either or both~~employee stock options. Trading is generally permitted only during open trading windows occurring immediately following the release of ~~the Entergy Corporation-sponsored Executive Deferred Compensation Plan and the 2011 Equity Plan. In addition, they~~earnings. Employees, who are ~~eligible~~subject to defer up to 100% of their base salary into the Executive Deferred Compensation Plan. Entergy Corporation believes that providing this benefit is important as a retention and recruitment tool because many, if not all, of the companies with which it competes for executive talent provide a similar arrangement to their senior executive officers. See the 2014 Non-qualified Deferred Compensation discussion for additional information regarding the operation of the Executive Deferred Compensation Plan.

~~Health & Welfare Benefits~~

The Named Executive Officers are eligible to participate in various health and welfare benefits available to a broad group of employees. These benefits include medical, dental, and vision coverage, life and accidental death and dismemberment insurance, business travel accident insurance, and long-term disability insurance. Eligibility, coverage levels, potential employee contributions, and other plan design features are the same fortrading restrictions, including the Named Executive Officers, ~~as for~~may enter into trading plans under Rule 10b5-1 of the ~~broad employee population.~~Exchange Act, but these trading plans may be entered into only during an open trading window and must be approved by Entergy Corporation. The Named Executive Officer bears full responsibility if he or she violates this policy by permitting shares to be bought or sold without pre-approval or when trading is restricted.

~~Executive Disability Plan~~

~~All of the~~Entergy Corporation also prohibits its directors and executive officers, including the Named Executive Officers, ~~are eligible to participate in~~from pledging any Entergy Corporation securities or entering into margin accounts involving Entergy Corporation securities. It prohibits these transactions because of the ~~Executive Disability Plan~~potential that sales of Entergy Corporation securities could occur outside trading periods and ~~Subsidiaries. Individuals who elect to participate in this plan and become disabled under~~without the ~~terms~~required approval of the plan are eligible for 65% of the difference between their base salary and $276,923 (i.e. the base salary that produces the maximum $15,000 monthly disability payment under the general long-term disability plan).General Counsel.

~~Perquisites~~

Entergy Corporation provides the Named Executive Officers with a limited number of perquisites and other personal benefits as part of providing a competitive executive compensation program and for employee retention. The Personnel Committee reviews all perquisites, including the personal use of corporate aircraft, on an annual basis. In 2014, the Named Executive Officers were offered corporate aircraft usage, relocation assistance, annual physical exams, and event tickets. Named Executive Officers who are not members of the Office of Chief Executive were provided in 2014 with club dues and tax gross up payment on some perquisites. For security and business convenience reasons, Entergy Corporation’s Chief Executive Officer is allowed to use corporate aircraft at Entergy Corporation’s expense for personal use. The other Named Executive Officers may use corporate aircraft for personal travel subject to the approval of Entergy Corporation’s Chief Executive Officer. From time to time, tickets to cultural and sporting events are made available to employees, including the Named Executive Officers, for business purposes. If not utilized for business purposes, the tickets are made available to employees, including the Named Executive Officers, for personal use. Entergy Corporation does not provide personal financial counseling. Relocation benefits to executive officers, including tax gross-up payments, are similar to those provided to all eligible employees. For additional information regarding perquisites, see the “All Other Compensation” column in the Summary Compensation Table.

~~Post-Termination Agreements and other Compensation Arrangements~~

The Committee believes that retention and transitional compensation arrangements are an important part of overall compensation. The Committee believes that these arrangements help to secure the continued employment and dedication of the Named Executive Officers, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Committee believes that these arrangements are important as recruitment and retention devices, as all or nearly all of the companies with which Entergy Corporation competes for executive talent have similar arrangements in place for its senior employees.

~~To achieve these objectives,~~ Entergy Corporation has ~~established a System Executive Continuity Plan under which each~~also adopted an anti-hedging policy that prohibits officers, directors, and employees from entering into hedging or monetization transactions involving its common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of ~~the Named Executive Officers is entitled~~options, puts, calls, straddles, or equity swaps, or other derivatives that are directly linked to ~~receive “change in control” payments~~Entergy Corporation’s stock or transactions involving “short-sales” of its stock. The Board adopted this policy to require officers, directors, and ~~benefits if such~~employees to continue to own

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~~officer’s employment is involuntarily terminated in connection~~Entergy Corporation stock with ~~a change in control~~the full risks and rewards of ownership, thereby ensuring continued alignment of their objectives with those of Entergy ~~Corporation. Severance payments under the System Executive Continuity Plan are based on a multiple~~Corporation’s other shareholders.

Roles and Responsibilities

Role of the ~~sum of an executive officer’s annual base salary plus his or her average Annual Incentive Plan award~~Personnel Committee

The Personnel Committee has overall responsibility for approving the compensation program for the ~~two fiscal years immediately preceding~~Named Executive Officers and makes all final compensation decisions regarding Entergy Corporation’s Named Executive Officers. The Committee works with Entergy Corporation’s executive management to ensure that its compensation policies and practices are consistent with Entergy Corporation’s values and support the ~~fiscal~~successful recruitment, development, and retention of executive talent so Entergy Corporation can achieve its business objectives and optimize its long-term financial returns. Each year, ~~in which~~Entergy Corporation’s Senior Vice President, Human Resources and Chief Diversity Officer presents the termination of employment occurs. Under no circumstances can this multiple exceed 2.99 times the sum of (a) the executive officer’s 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 or her annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive Planproposed compensation model for the ~~two calendar years immediately preceding~~following year, including the ~~calendar~~compensation elements, mix of elements and measures for each element, and consults with Entergy Corporation’s Chief Executive Officer on recommended compensation for senior executives. The Committee evaluates executive pay each year in which the officer’s termination occurs, or if higher the annual incentive award actually received under the Annual Incentive Plan for the fiscal year immediately preceding the fiscal year in which the termination of employment occurs. Entergy Corporation strives to ensure that the ~~benefits~~compensation policies and ~~payment levels under the System Executive Continuity Plan~~practices are consistent with ~~market practices.~~Entergy Corporation’s philosophy. The Personnel Committee is responsible for, among its other duties, the following actions related to the Named Executive Officers:

developing and implementing compensation policies and programs for hiring, evaluating, and setting compensation for the executive officers, including any employment agreement with an executive officer;

evaluating the performance of Entergy Corporation’s Chairman and Chief Executive Officer; and

reporting, at least annually, to the Board on succession planning, including succession planning for the Chief Executive Officer.

Role of the Chief Executive Officer

The Personnel Committee solicits recommendations from Entergy Corporation’s Chief Executive Officer with respect to compensation decisions for the Named Executive Officers ~~will not receive any tax gross-up payments on any severance benefits received under this plan. For more information regarding~~who are members of Entergy Corporation’s Office of Chief Executive. Entergy Corporation’s Chief Executive Officer provides the ~~System~~Personnel Committee with an assessment of the performance of each of these Named Executive ~~Continuity Plan, see “System Executive Continuity Plan."~~

Officers and recommends compensation levels to be awarded to each of them. In ~~certain cases,~~addition, the Committee may ~~approve~~request that the ~~execution~~Chief Executive Officer provide management feedback and recommendations on changes in the design of compensation programs, such as special retention plans or changes in the structure of bonus programs. However, the Chief Executive Officer does not play any role with respect to any matter affecting his own compensation, nor does he have any role determining or recommending the amount, or form of, director compensation. The Personnel Committee also relies on the recommendations of Entergy Corporation’s senior human resources executive management with respect to compensation decisions, policies, and practices.

The Chief Executive Officer may attend meetings of the Personnel Committee only at the invitation of the chair of the Personnel Committee and cannot call a ~~retention agreement with an individual executive officer. These decisions are made on~~meeting of the Committee. Since he is not a ~~case by case basis to reflect specific retention needs or other factors, including market practice. If a retention agreement is entered into with an individual officer,~~member of the Committee, ~~considers~~he has no vote on matters submitted to the ~~economic value associated~~Committee. During 2015, Mr. Denault attended all of the Personnel Committee meetings.

Role of the Compensation Consultant

Entergy Corporation’s Personnel Committee has the sole authority for the appointment, compensation, and oversight of its outside compensation consultant. In 2015, Entergy Corporation’s Personnel Committee retained Pay Governance LLC as its independent compensation consultant to assist it in, among other things, evaluating different compensation programs and developing market data to assess Entergy Corporation’s compensation programs. During 2015, Pay Governance assisted the Committee with ~~that agreement~~its responsibilities related to Entergy Corporation’s compensation programs for its executives. The Committee directed Pay Governance to: (i) regularly attend meetings of the Committee; (ii) conduct studies of competitive compensation practices; (iii) identify market surveys and proxy peer

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group; (iv) review base salary, annual incentives, and long-term incentive compensation opportunities relative to competitive practices; and (v) develop conclusions and recommendations related to the executive compensation plan for consideration by the Committee. A senior consultant from Pay Governance attended all Personnel Committee meetings to which he was invited in ~~making overall~~2015.

Compensation Consultant Independence

To maintain the independence of the Personnel Committee’s compensation ~~decisions for that officer. Entergy Corporation~~consultant, the Board has ~~voluntarily~~ adopted a policy that any ~~employment~~consultant (including its affiliates) retained by the Board of Directors or ~~severance agreements providing severance benefits~~any Committee of the Board of Directors to provide advice or recommendations on the amount or form of executive or director compensation should not be retained by Entergy Corporation or any of its affiliates to provide other services in an aggregate amount that exceeds $120,000 in any year. In 2015, Pay Governance, the Personnel Committee’s independent compensation consultant, did not provide any services to Entergy Corporation other than its services to the Personnel Committee and the Corporate Governance Committee. Annually, the Committee reviews the relationship with its compensation consultant including services provided, quality of those services, and fees associated with services in its evaluation of the executive compensation consultant’s independence. The Committee also assesses Pay Governance’s independence under NYSE rules and has concluded that no conflict of interests exists that would prevent Pay Governance from independently advising the Personnel Committee.

Tax and Accounting Considerations

Section 162(m) of the IRS Code limits the tax deductibility by a publicly held corporation of compensation in excess of ~~2.99 times~~$1 million paid to the ~~sum~~Chief Executive Officer or any of ~~an officer’s annual base salary~~its other Named Executive Officers who may be Section 162(m) covered employees, unless that compensation is “performance-based compensation” within the meaning of Section 162(m). The Personnel Committee considers deductibility under Section 162(m) as it structures the compensation packages that are provided to its Named Executive Officers. Likewise, the Personnel Committee considers financial accounting consequences as it structures the compensation packages that are provided to the Named Executive Officers. However, the Personnel Committee and ~~annual incentive award~~the Board believe that it is in the best interest of Entergy Corporation that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee, as well as other corporate goals that the Committee deems important to Entergy Corporation’s success, such as encouraging employee retention and rewarding achievement of key goals.

PERSONNEL COMMITTEE REPORT

The Personnel Committee Report included in the Entergy Corporation Proxy Statement is incorporated by reference, but will not be deemed to be “filed” in this Annual Report on Form 10-K. None of the Subsidiaries has a compensation committee or other board committee performing equivalent functions. The board of directors of each of the Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Subsidiaries.

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EXECUTIVE COMPENSATION TABLES

2015 Summary Compensation Tables

The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal years ended December 31, 2015, 2014, and 2013. For information on the principal positions held by each of the Named Executive Officers, see Item 10, “Directors and Executive Officers of the Registrants.” The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. None of the Entergy System companies has entered into any employment agreements with any of the Named Executive Officers (other than the ~~value of the vesting~~retention agreements described in “2015 Potential Payments upon Termination or ~~payment of an outstanding equity-based award or the pro rata vesting or payment of an outstanding long-term incentive award) must be approved by Entergy Corporation’s shareholders.~~

~~Entergy Corporation has a retention agreement with Mr. Denault. In general, Mr. Denault’s retention agreement provides for severance payments and other benefits~~Change in the event of termination of employment other than for cause or on account of death or disability in lieu of those provided under the System Executive Continuity Plan. As with any severance benefits paid under the System Executive Continuity Plan, Mr. Denault will not receive tax gross-up payments on any severance benefits he may receive under his agreement. Mr. Denault’s retention agreement was entered into in 2006 when he was Entergy Corporation’s Chief Financial Officer and was designed to reflect the competition for chief financial officer talent in the marketplace at that time and the Committee’s assessment of the critical role this position plays in executing Entergy Corporation’s long-term financial and other strategic objectives. Based on the market data provided by its former independent compensation consultant, the Committee believes the benefits and payment levels under Mr. Denault’s retention agreement are consistent with market practices.

Control”). For additional information regarding the ~~System Executive Continuity Plan~~material terms of the awards reported in the following tables, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and ~~Mr. Denault’s retention agreement described above, see “2014 Potential Payments Upon Termination or Change in Control."~~Analysis.”



(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position (1)	Year	Salary (2)		Bonus (3)		Stock Awards (4)		Option Awards (5)		Non-Equity Incentive Plan Compen-sation (6)		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (7)		All Other Compens-ation (8)		Total
Theodore H.	2015		$607,806		$—		$1,080,101		$257,866		$655,409		$1,184,600		$87,282		$3,873,064
Bunting, Jr.
Group President
Utility Operations
of Entergy Corp.

Leo P. Denault	2015		$1,153,385		$—		$4,356,362		$1,004,080		$1,681,875		$4,802,400		$88,795		$13,086,897
Chairman of the	2014		$1,103,173		$—		$3,564,463		$923,260		$2,597,400		$3,578,200		$57,538		$11,824,034
Board and CEO -	2013		$1,039,253		$—		$3,780,189		$400,000		$1,770,720		$630,800		$44,690		$7,665,652
Entergy Corp.

Haley R. Fisackerly	2015		$320,131		$—		$219,994		$51,345		$190,000		$102,300		$43,987		$927,757
CEO - Entergy	2014		$300,941		$—		$236,190		$50,518		$193,878		$281,100		$33,311		$1,095,938
Mississippi	2013		$294,090		$10,000		$214,624		$48,000		$142,368		$—		$28,058		$737,140

Andrew S. Marsh	2015		$532,245		$—		$2,600,401		$273,840		$508,308		$670,200		$39,131		$4,624,125
Executive Vice	2014		$512,721		$—		$940,837		$304,850		$706,388		$750,900		$26,722		$3,242,418
President and CFO -	2013		$477,846		$—		$921,927		$256,000		$476,000		$157,700		$213,663		$2,503,136
Entergy Corp.,
Entergy Arkansas,
Entergy Louisiana,
Entergy Mississippi,
Entergy New
Orleans, Entergy
Texas

Phillip R. May, Jr.	2015		$344,035		$—		$279,406		$57,050		$315,000		$288,100		$25,970		$1,309,561
CEO - Entergy	2014		$335,997		$—		$321,902		$69,680		$263,835		$546,000		$20,641		$1,558,055
Louisiana	2013		$321,860		$5,000		$325,813		$48,000		$238,223		$—		$16,547		$955,443

Hugh T. McDonald	2015		$371,602		$—		$206,509		$41,076		$360,000		$127,200		$65,749		$1,172,136
CEO - Entergy	2014		$350,104		$—		$229,873		$47,905		$228,879		$400,800		$48,766		$1,306,327
Arkansas	2013		$342,791		$10,000		$214,624		$48,000		$191,562		$—		$48,326		$855,303

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(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position (1)	Year	Salary (2)		Bonus (3)		Stock Awards (4)		Option Awards (5)		Non-Equity Incentive Plan Compen-sation (6)		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (7)		All Other Compen-sation (8)		Total
Sallie T. Rainer	2015		$304,783		$—		$211,004		$43,358		$190,000		$189,100		$41,565		$979,810
CEO - Entergy	2014		$296,288		$—		$236,190		$50,518		$171,500		$504,000		$32,250		$1,290,746
Texas	2013		$286,692		$10,000		$214,624		$46,400		$140,184		$57,800		$22,779		$778,479

Charles L. Rice, Jr.	2015		$266,752		$—		$211,004		$51,345		$173,000		$104,500		$33,416		$840,017
CEO - Entergy New	2014		$260,880		$—		$220,398		$45,292		$167,864		$135,700		$31,402		$861,536
Orleans	2013		$255,786		$10,000		$201,704		$40,000		$112,446		$67,900		$24,078		$711,914

Roderick K. West	2015		$638,876		$—		$1,071,111		$262,430		$607,677		$543,900		$71,790		$3,195,784
Executive Vice	2014		$623,854		$—		$1,010,324		$313,560		$857,280		$782,400		$43,648		$3,631,066
President and Chief	2013		$606,381		$—		$2,318,926		$320,000		$583,315		$147,800		$27,045		$4,003,467
Administrative
Officer - Entergy
Corp.


(1)	Mr. Bunting was not a Named Executive Officer in 2014 and 2013.


(2)	The amounts in column (c) represent the actual base salary paid to the Named Executive Officer. The 2015 changes in base salaries noted in the Compensation Discussion and Analysis were effective in April 2015. The Named Executive Officers are paid on a bi-weekly basis and during 2015 there was an extra pay period at Entergy Arkansas and Entergy Mississippi.


(3)	The amounts in column (d) in 2013 for Mr. Fisackerly, Mr. May, Mr. McDonald, Ms. Rainer, and Mr. Rice represent a cash bonus paid in recognition of their work supporting the move to MISO.

(4)

The amounts in column (e) represent the aggregate grant date fair value of restricted stock and performance units granted under the 2011 Equity Ownership Plan and restricted stock units granted under the 2015 Equity Ownership Plan, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock and the restricted stock units is based on the closing price of Entergy Corporation common stock on the date of grant. The grant date fair value of performance units is based on the probable outcome of the applicable performance conditions, measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. If the highest achievement level is attained, the maximum amounts that will be received with respect to the performance units granted in 2015 are as follows: Mr. Bunting, $1,177,690; Mr. Denault, $5,951,380; Mr. Fisackerly, $260,710; Mr. Marsh, $1,177,690; Mr. May, $368,590; Mr. McDonald, $260,710; Ms. Rainer, $260,710; Mr. Rice, $260,710; and Mr. West, $1,177,690.


(5)	The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2011 Equity Ownership Plan calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.


(6)	The amounts in column (g) represent cash payments made under the Annual Incentive Plan.

(7)

For all of the Named Executive Officers, the amounts in column (h) include the annual actuarial increase in the present value of the Named Executive Officers’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements and include amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested (see “2015 Pension Benefits”). None of the increase is attributable to above-market or preferential earnings on non-qualified deferred compensation (see “2015

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Non-qualified Deferred Compensation”). For 2013, the aggregate change in the actuarial present value of Messrs. Fisackerly’s, May’s, and McDonald’s pension benefit was a decrease of $103,400, $80,100, and $116,500, respectively.


(8)	The amounts in column (i) for 2015 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the Named Executive Officers; (b) dividends paid on restricted stock when vested; (c) life insurance premiums; (d) tax gross up payments on club dues; and (e) perquisites and other compensation. The amounts are listed in the following table:

Named Executive Officer

Company

Contribution –

Compensation Policies and Practices

Entergy Corporation strives to ensure that its compensation philosophy and practices are in line with the best practices of companies in the utility industry as well as other companies in the S&P 500. Some of these practices include the following:

Clawback Provisions

Entergy Corporation has adopted a clawback policy that covers all individuals subject to Section 16 of the Exchange Act, including all of the members of the Office of the Chief Executive. Under the policy, the Committee will require reimbursement of incentives paid to these executive officers where:

(i) the payment was predicated upon the achievement of certain financial results with respect to the applicable performance period that were subsequently determined to be the subject of a material restatement other than a restatement due to changes in accounting policy; or (ii) a material miscalculation of a performance award

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occurs, whether or not the financial statements were restated and, in either such case, a lower payment would have been made to the executive officer based upon the restated financial results or correct calculation; or

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in the Board of Directors’ view, the executive officer engaged in fraud that caused or partially caused the need for a restatement or caused a material miscalculation of a performance award, in each case, whether or not the financial statements were restated.

Stock Ownership Guidelines and Share Retention Requirements



Role	Value of Common Stock to be Owned
Chief Executive Officer	6 times base salary
Executive Vice Presidents	3 times base salary
Senior Vice Presidents	2 times base salary
Vice Presidents	1 time base salary

Further, to ensure compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:

all net after-tax shares paid out under the Long-Term Performance Unit Program;

all net after-tax shares of ~~Entergy Corporation’s~~the restricted stock received upon vesting; and

Trading Controls and Anti-Pledging and Anti-Hedging Policies

Executive officers, including the Named Executive Officers, are required to receive the permission of Entergy Corporation’s General Counsel prior to entering into any transaction involving ~~Entergy Corporation~~its securities, including gifts, other than the exercise of employee stock options. Trading is generally permitted only during open trading windows occurring immediately following the release of earnings. Employees, who are subject to trading restrictions, including the Named Executive Officers, may enter into trading plans under Rule 10b5-1 of the Exchange Act, but these trading plans may be entered into only during an open trading window and must be approved by Entergy Corporation. The Named Executive Officer bears full responsibility if he or she violates ~~company~~this policy by permitting shares to be bought or sold without pre-approval or when trading is restricted.

Entergy Corporation also prohibits its directors and executive officers, including the Named Executive Officers, from pledging any Entergy ~~Corporation’s~~Corporation securities or entering into margin accounts involving Entergy Corporation securities. It prohibits these transactions because of the potential that sales of Entergy ~~Corporation’s~~Corporation securities could occur outside trading periods and without the required approval of the General Counsel.

Entergy Corporation has also ~~has~~ adopted an anti-hedging policy that prohibits officers, directors, and employees from entering into hedging or monetization transactions involving its common stock. Prohibited transactions include,

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without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles, or equity swaps, or other derivatives that are directly linked to ~~the~~ Entergy Corporation’s stock or transactions involving “short-sales” of its stock. ~~Entergy Corporation's~~The Board ~~of Directors~~ adopted this policy to require officers, directors, and employees to continue to own

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Entergy Corporation stock with the full risks and rewards of ownership, thereby ensuring continued alignment of their objectives with those of Entergy Corporation’s other shareholders.

Roles and Responsibilities

Role of the Personnel Committee

The Personnel Committee has overall responsibility for approving the compensation program for the Named Executive Officers and makes all final compensation decisions regarding ~~the~~Entergy Corporation’s Named Executive Officers. The Committee works with Entergy Corporation’s executive management to ensure that ~~the~~its compensation policies and practices are consistent with Entergy Corporation’s values and support the successful recruitment, development, and retention of executive talent so Entergy Corporation can achieve its business objectives and optimize its long-term financial returns. Each year, Entergy Corporation’s Senior Vice President, Human Resources and Chief Diversity Officer presents the proposed compensation model for the following year, including the compensation elements, mix of elements and measures for each element, and consults with Entergy Corporation’s Chief Executive Officer on recommended compensation for senior executives. The Committee evaluates executive pay each year to ensure that the compensation policies and practices are consistent with Entergy Corporation’s philosophy. The Personnel Committee is responsible for, among its other duties, the following actions related to the Named Executive Officers:

evaluating the performance of Entergy Corporation’s Chairman and Chief Executive Officer; and

reporting, at least annually, to the Board on succession planning, including succession planning for the Chief Executive Officer.

Role of the Chief Executive Officer

The Personnel Committee solicits recommendations from Entergy Corporation’s Chief Executive Officer with respect to compensation decisions for the ~~other~~ Named Executive ~~Officers.~~Officers who are members of Entergy Corporation’s Office of Chief Executive. Entergy Corporation’s Chief Executive Officer provides the Personnel Committee with an assessment of the performance of each of ~~the other~~these Named Executive Officers and recommends compensation levels to be awarded to each of them. In addition, the Committee may request that the Chief Executive Officer provide management feedback and recommendations on changes in the design of compensation programs, such as special retention plans or changes in the structure of bonus programs. However, ~~Entergy Corporation’s~~the Chief Executive Officer does not play any role with respect to any matter affecting his own compensation, nor does he have any role determining or recommending the amount, or form of, director compensation. The Personnel Committee also relies on the recommendations of Entergy Corporation’s senior human resources ~~executives~~executive management with respect to compensation decisions, policies, and practices.

~~Entergy Corporation’s~~The Chief Executive Officer may attend meetings of the Personnel Committee only at the invitation of the chair of the Personnel Committee and cannot call a meeting of the Committee. ~~In addition, he is not in attendance at the portion of any meeting when the Committee approves the compensation to be paid to the Named Executive Officers.~~ Since he is not a member of the Committee, he has no vote on matters submitted to the Committee. During ~~2014,~~2015, Mr. Denault attended ~~6 meetings~~all of the Personnel ~~Committee.~~Committee meetings.

Role of the Compensation Consultant

Entergy Corporation’s Personnel Committee has the sole authority for the appointment, compensation, and oversight of its outside compensation consultant. In ~~2014, the~~2015, Entergy Corporation’s Personnel Committee retained Pay Governance LLC as its independent compensation consultant to assist it in, among other things, evaluating different compensation programs and developing market data to assess ~~the~~Entergy Corporation’s compensation programs.

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During ~~2014,~~2015, Pay Governance assisted the Committee with its responsibilities related to Entergy Corporation’s compensation programs for its executives. The Committee directed Pay Governance to: (i) regularly attend meetings of the Committee; (ii) conduct studies of competitive compensation practices; (iii) identify market surveys and proxy peer

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Compensation Consultant Independence

To maintain the independence of the Personnel Committee’s compensation consultant, the Board has adopted a policy that any consultant (including its affiliates) retained by the Board of Directors or any Committee of the Board of Directors to provide advice or recommendations on the amount or form of executive ~~and~~or director compensation should not be retained by Entergy Corporation or any of its affiliates to provide other services in an aggregate amount that exceeds $120,000 in any year. In ~~2014,~~2015, Pay Governance, the Personnel Committee’s independent compensation consultant, ~~Pay Governance LLC,~~ did not provide any services to Entergy Corporation other than its services to the Personnel Committee and the Corporate Governance Committee. Annually, the Committee reviews the relationship with its compensation consultant including services provided, quality of those services, and fees associated with services in its evaluation of the executive compensation consultant’s independence. The Committee also assesses Pay Governance’s independence under NYSE rules and has concluded that no conflict of interests exists that would prevent Pay Governance from independently advising the Personnel Committee.

Tax and Accounting Considerations

Section 162(m) of the IRS Code limits the tax deductibility by a publicly held corporation of compensation in excess of $1 million paid to the Chief Executive Officer or any of its other Named Executive Officers who may be Section 162(m) covered employees, unless that compensation is “performance-based compensation” within the meaning of Section 162(m). The Personnel Committee considers deductibility under Section 162(m) as it structures the compensation packages that are provided to its Named Executive Officers. Likewise, the Personnel Committee considers financial accounting consequences as it structures the compensation packages that are provided to the Named Executive Officers. However, the Personnel Committee and the Board believe that it is in the best interest of Entergy Corporation that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee, as well as other corporate goals that the Committee deems important to Entergy Corporation’s success, such as encouraging employee retention and rewarding achievement of key goals.

PERSONNEL COMMITTEE REPORT

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EXECUTIVE COMPENSATION TABLES

~~2014~~2015 Summary Compensation Tables

The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal ~~year~~years ended December 31, 2015, 2014, and ~~to the extent required by SEC rules, for the fiscal years ended 2013 and 2012.~~2013. For information on the principal positions held by each of the Named Executive Officers, see Item 10, “Directors and Executive Officers of the Registrants.” The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. None of the Entergy System companies has entered into any employment agreements with any of the Named Executive Officers (other than the retention agreements described in ~~“2014~~“2015 Potential Payments upon Termination or Change in Control”). For additional information regarding the material terms of the awards reported in the following tables, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and Analysis.”


(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position	Year	Salary (1)(2)		Bonus (3)		Stock Awards (4)		Option Awards (5)		Non-Equity Incentive Plan Compensation (6)		Change in Pension Value and Non-qualified Deferred Compensation Earnings (7)		All Other Compensation (8)		Total
Name and Principal Position (1)																		Year	Salary (2)		Bonus (3)		Stock Awards (4)		Option Awards (5)		Non-Equity Incentive Plan Compen-sation (6)		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (7)		All Other Compens-ation (8)		Total
Theodore H.																		2015		$607,806		$—		$1,080,101		$257,866		$655,409		$1,184,600		$87,282		$3,873,064
Bunting, Jr.
Group President
Utility Operations
of Entergy Corp.

Leo P. Denault	2014		$1,103,173		$—		$3,564,463		$923,260		$2,597,400		$3,578,200		$57,538		$11,824,034	2015		$1,153,385		$—		$4,356,362		$1,004,080		$1,681,875		$4,802,400		$88,795		$13,086,897
Chairman of the	2013		$1,039,253		$—		$3,780,189		$400,000		$1,770,720		$630,800		$44,690		$7,665,652	2014		$1,103,173		$—		$3,564,463		$923,260		$2,597,400		$3,578,200		$57,538		$11,824,034
Board and CEO -	2012		$669,564		$—		$647,594		$282,600		$448,779		$972,400		$22,657		$3,043,594	2013		$1,039,253		$—		$3,780,189		$400,000		$1,770,720		$630,800		$44,690		$7,665,652
Entergy Corp.

Haley R. Fisackerly	2014		$300,941		$—		$236,190		$50,518		$193,878		$281,100		$33,311		$1,095,938	2015		$320,131		$—		$219,994		$51,345		$190,000		$102,300		$43,987		$927,757
CEO - Entergy	2013		$294,090		$10,000		$214,624		$48,000		$142,368		$—		$28,058		$737,140	2014		$300,941		$—		$236,190		$50,518		$193,878		$281,100		$33,311		$1,095,938
Mississippi	2012		$287,296		$30,000		$186,225		$43,332		$139,000		$284,900		$26,781		$997,534	2013		$294,090		$10,000		$214,624		$48,000		$142,368		$—		$28,058		$737,140

Andrew S. Marsh	2014		$512,721		$—		$940,837		$304,850		$706,388		$750,900		$26,722		$3,242,418	2015		$532,245		$—		$2,600,401		$273,840		$508,308		$670,200		$39,131		$4,624,125
Executive Vice	2013		$477,846		$—		$921,927		$256,000		$476,000		$157,700		$213,663		$2,503,136	2014		$512,721		$—		$940,837		$304,850		$706,388		$750,900		$26,722		$3,242,418
President and CFO -																		2013		$477,846		$—		$921,927		$256,000		$476,000		$157,700		$213,663		$2,503,136
Entergy Corp.
Acting principal
financial officer
Entergy Corp.,
Entergy Arkansas,
Entergy Gulf States
Louisiana, Entergy
Louisiana, Entergy
Mississippi, Entergy
New Orleans,
Entergy Texas
Entergy Louisiana,
Entergy Mississippi,
Entergy New
Orleans, Entergy
Texas

Phillip R. May, Jr.	2014		$335,997		$—		$321,902		$69,680		$263,835		$546,000		$20,641		$1,558,055	2015		$344,035		$—		$279,406		$57,050		$315,000		$288,100		$25,970		$1,309,561
CEO - Entergy Gulf	2013		$321,860		$5,000		$325,813		$48,000		$238,223		$—		$16,547		$955,443
States Louisiana and
Entergy Louisiana
CEO - Entergy																		2014		$335,997		$—		$321,902		$69,680		$263,835		$546,000		$20,641		$1,558,055
Louisiana																		2013		$321,860		$5,000		$325,813		$48,000		$238,223		$—		$16,547		$955,443

Hugh T. McDonald	2014		$350,104		$—		$229,873		$47,905		$228,879		$400,800		$48,766		$1,306,327	2015		$371,602		$—		$206,509		$41,076		$360,000		$127,200		$65,749		$1,172,136
CEO - Entergy	2013		$342,791		$10,000		$214,624		$48,000		$191,562		$—		$48,326		$855,303	2014		$350,104		$—		$229,873		$47,905		$228,879		$400,800		$48,766		$1,306,327
Arkansas	2012		$334,891		$30,000		$193,355		$43,332		$202,000		$452,900		$38,819		$1,295,297	2013		$342,791		$10,000		$214,624		$48,000		$191,562		$—		$48,326		$855,303

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(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Name and
Principal Position

Year

Salary
(1)(2)

Bonus
(3)

Stock
Awards
(4)

Option
Awards
(5)

Non-Equity
Incentive
Plan
Compensation
(6)

Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
(7)

All
Other
Compensation (8)

Total

Alyson M. Mount 2014
$297,166

$—

$321,902

$74,035

$325,188

$369,400

$21,549

$1,409,240
Former acting 2013
$284,896

$—

$312,360

$71,200

$245,000

$69,200

$14,553

$997,209
principal financial 2012
$252,389

$—

$320,401

$—

$210,000

$384,700

$11,556

$1,179,046
officer Entergy
Arkansas, Entergy
Gulf States Louisiana
Entergy Louisiana,
Entergy Mississippi,
Entergy New
Orleans, Entergy
Texas

Sallie T. Rainer 2014
$296,288

$—

$236,190

$50,518

$171,500

$504,000

$32,250

$1,290,746
CEO - Entergy 2013
$286,692

$10,000

$214,624

$46,400

$140,184

$57,800

$22,779

$778,479
Texas 2012
$251,907

$30,000

$215,262

$—

$128,000

$581,300

$13,714

$1,220,183

Charles L. Rice, Jr. 2014
$260,880

$—

$220,398

$45,292

$167,864

$135,700

$31,402

$861,536
CEO - Entergy New 2013
$255,786

$10,000

$201,704

$40,000

$112,446

$67,900

$24,078

$711,914
Orleans 2012
$250,781

$30,000

$175,530

$43,332

$115,000

$96,900

$24,422

$735,965

Mark T. Savoff 2014
$641,443

$—

$896,618

$239,525

$880,283

$733,800

$49,902

$3,441,571
Executive Vice 2013
$628,913

$—

$677,616

$200,000

$601,903

$197,400

$33,141

$2,338,973
President and Chief 2012
$616,583

$—

$540,644

$169,560

$412,203

$664,500

$35,775

$2,439,265
Operating Officer -
Entergy Corp.

Roderick K. West 2014
$623,854

$—

$1,010,324

$313,560

$857,280

$782,400

$43,648

$3,631,066
Executive Vice 2013
$606,381

$—

$2,318,926

$320,000

$583,315

$147,800

$27,045

$4,003,467
President and Chief 2012
$584,540

$—

$647,594

$282,600

$391,791

$991,000

$46,097

$2,943,622
Administrative
Officer - Entergy Corp.



(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position (1)	Year	Salary (2)		Bonus (3)		Stock Awards (4)		Option Awards (5)		Non-Equity Incentive Plan Compen-sation (6)		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (7)		All Other Compen-sation (8)		Total
Sallie T. Rainer	2015		$304,783		$—		$211,004		$43,358		$190,000		$189,100		$41,565		$979,810
CEO - Entergy	2014		$296,288		$—		$236,190		$50,518		$171,500		$504,000		$32,250		$1,290,746
Texas	2013		$286,692		$10,000		$214,624		$46,400		$140,184		$57,800		$22,779		$778,479

Charles L. Rice, Jr.	2015		$266,752		$—		$211,004		$51,345		$173,000		$104,500		$33,416		$840,017
CEO - Entergy New	2014		$260,880		$—		$220,398		$45,292		$167,864		$135,700		$31,402		$861,536
Orleans	2013		$255,786		$10,000		$201,704		$40,000		$112,446		$67,900		$24,078		$711,914

Roderick K. West	2015		$638,876		$—		$1,071,111		$262,430		$607,677		$543,900		$71,790		$3,195,784
Executive Vice	2014		$623,854		$—		$1,010,324		$313,560		$857,280		$782,400		$43,648		$3,631,066
President and Chief	2013		$606,381		$—		$2,318,926		$320,000		$583,315		$147,800		$27,045		$4,003,467
Administrative
Officer - Entergy
Corp.


(1)	Mr. Bunting was not a Named Executive Officer in 2014 and 2013.


(2)	The amounts in column (c) represent the actual base salary paid to the Named Executive Officer. The ~~2014~~2015 changes in base salaries noted in the Compensation Discussion and Analysis were effective in April ~~2014.~~


~~(2)~~	~~Mr. Marsh was not a~~2015. The Named Executive ~~officer in 2012.~~Officers are paid on a bi-weekly basis and during 2015 there was an extra pay period at Entergy Arkansas and Entergy Mississippi.


(3)	The amounts in column (d) in 2013 ~~and 2012~~ for Mr. Fisackerly, Mr. May, Mr. McDonald, Ms. Rainer, and Mr. Rice ~~and in 2013 for Mr. May~~ represent a cash bonus paid in recognition of their work supporting the move to MISO.

(4)

The amounts in column (e) represent the aggregate grant date fair value of restricted stock ~~restricted units,~~ and performance units granted under the 2011 Equity Ownership Plan and restricted stock units granted under the 2015 Equity Ownership Plan, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock and the restricted stock units is based on the closing price of Entergy Corporation common stock on the date of grant. The grant date fair value of performance units is based on the probable outcome of the applicable performance conditions, measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. If the highest achievement level is attained, the maximum amounts that will be received with respect to the performance units granted in 2015 are as follows: Mr. Bunting, $1,177,690; Mr. Denault, $5,951,380; Mr. Fisackerly, $260,710; Mr. Marsh, $1,177,690; Mr. May, $368,590; Mr. McDonald, $260,710; Ms. Rainer, $260,710; Mr. Rice, $260,710; and Mr. West, $1,177,690.

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~~Table of Contents~~

that will be received with respect to the performance units granted in 2014 are as follows: Mr. Denault, $5,053,600; Mr. Fisackerly, $277,948; Mr. Marsh, $1,187,596; Mr. May, $391,654; Mr. McDonald, $277,948; Ms. Mount, $391,654; Ms. Rainer, $277,948; Mr. Rice, $277,948; Mr. Savoff, $1,187,596; and Mr. West, $1,187,596.


(5)	The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2011 Equity Ownership Plan calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.


(6)	The amounts in column (g) represent cash payments made under the Annual Incentive Plan.

(7)

~~The~~For all of the Named Executive Officers, the amounts in column (h) include the annual actuarial increase in the present value of the Named Executive Officers’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements and include amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested (see ~~“2014~~“2015 Pension Benefits”). None of the increase is attributable to above-market or preferential earnings on non-qualified deferred compensation (see ~~“2014 Non-qualified Deferred Compensation”).~~“2015

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Table of Contents


(8)	The amounts in column (i) for ~~2014~~2015 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the Named Executive Officers; (b) dividends paid on restricted stock when vested; (c) life insurance premiums; (d) tax gross up payments on club dues; and (e) perquisites and other compensation. The amounts are listed in the following table:


Named Executive Officer	Company Contribution – Savings Plan		Dividends Paid on Restricted Stock		Life Insurance Premium		Tax Gross Up Payments		Perquisites and Other Compensation		Total		Company Contribution – Savings Plan		Dividends Paid on Restricted Stock		Life Insurance Premium		Tax Gross Up Payments		Perquisites and Other Compensation		Total
Theodore H. Bunting, Jr.														$11,130		$30,560		$7,482		$—		$38,110		$87,282
Leo P. Denault		$10,920		$31,934		$7,482		$—		$7,202		$57,538		$11,130		$54,849		$7,482		$—		$15,334		$88,795
Haley R. Fisackerly		$10,890		$7,150		$995		$3,893		$10,383		$33,311		$11,130		$11,593		$1,965		$3,377		$15,922		$43,987
Andrew S. Marsh		$10,919		$10,816		$3,157		$—		$1,830		$26,722		$11,059		$24,866		$3,206		$—		$—		$39,131
Phillip R. May, Jr.		$10,920		$6,655		$2,646		$—		$420		$20,641		$11,130		$12,127		$2,713		$—		$—		$25,970
Hugh T. McDonald		$10,920		$7,366		$6,976		$8,073		$15,431		$48,766		$11,130		$11,937		$7,136		$7,756		$27,790		$65,749
Alyson M. Mount		$10,920		$7,598		$297		$—		$2,734		$21,549
Sallie T. Rainer		$10,920		$6,047		$3,137		$2,955		$9,191		$32,250		$11,130		$12,068		$3,232		$2,409		$12,726		$41,565
Charles L. Rice, Jr.		$10,920		$5,779		$4,870		$1,743		$8,090		$31,402		$11,130		$9,970		$4,859		$1,850		$5,607		$33,416
Mark T. Savoff		$10,920		$18,486		$7,482		$—		$13,014		$49,902
Roderick K. West		$10,920		$24,208		$2,610		$—		$5,910		$43,648		$11,130		$41,411		$2,610		$—		$16,639		$71,790

Perquisites and Other Compensation

The amounts set forth in column (i) include perquisites and other personal benefits that Entergy Corporation provides to the Named Executive Officers as part of providing a competitive executive compensation program and for employee retention. The following perquisites and other compensation were provided by Entergy Corporation in ~~2014.~~2015.

~~487~~

~~Table of Contents~~



Named Executive Officer	Personal Use of Corporate Aircraft	Club Dues	Executive ~~Physicals~~Physical Exams	Event Tickets
Theodore H. Bunting, Jr.	X		X
Leo P. Denault	X		X
Haley R. Fisackerly		X	X
Andrew S. Marsh			X	X
Phillip R. May, Jr.				X
Hugh T. McDonald		X
~~Alyson M. Mount~~			X
Sallie T. Rainer	X	X	X
Charles L. Rice, Jr.		X	X	X
~~Mark T. Savoff~~	X		X
Roderick K. West	X		X	X

For security and business reasons, Entergy Corporation permits its Chief Executive Officer to use its corporate aircraft for personal use at the expense of Entergy Corporation. The other Named Executive Officers may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation’s Chief Executive Officer. The amounts included in column (i) for the personal use of corporate aircraft, reflect the incremental cost to Entergy Corporation for use of the corporate aircraft, determined on the basis of the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications, and fees, including flight planning, ground handling, and landing permits. The aggregate incremental aircraft usage cost associated with Mr. Bunting’s personal use of the corporate aircraft was $35,728 for fiscal year 2015. In addition, Entergy Corporation offers its executives comprehensive annual physical exams at Entergy ~~Corporation's~~Corporation’s expense. Tickets to cultural and sporting events are purchased for business purposes, and if not utilized for business purposes, the tickets are made available to

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the employees, including the Named Executive Officers, for personal use. ~~Entergy Corporation also provides relocation benefits to a broad base of employees which include assistance with moving expenses, purchase and sale of homes, and transportation of household goods.~~ None of the other perquisites referenced above exceeded $25,000 for any of the other Named Executive Officers.

~~488~~

~~Table of Contents~~

~~2014~~2015 Grants of Plan-Based Awards

The following table summarizes award grants during ~~2014~~2015 to the Named Executive Officers.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾								Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Name	Grant Date	Thresh- old	Target	Maximum	Thresh-old	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards	Grant Date	Thresh-old	Target	Maximum	Thresh-old	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards
													($)			(#)			(#) (3)	(#) (4)	($/Sh)	($) (5)
Theodore H.												1/29/15	—	$428,372	$856,744
Bunting, Jr.												1/29/15				1,638	6,550	13,100				$648,581
												1/29/15							4,800			$431,520
												1/29/15								22,600	$89.90	$257,866
		($)			(#)			(#) (3)	(#) (4)	($/Sh)	($) (5)
Leo P.	1/30/14	—	$1,332,000	$2,664,000								1/29/15	—	$1,462,500	$2,925,000
Denault	1/30/14				10,000	40,000	80,000				$2,686,400	1/29/15				8,275	33,100	66,200				$3,277,562
	1/30/14							13,900			$878,063	1/29/15							12,000			$1,078,800
	1/30/14								106,000	$63.17	$923,260	1/29/15								88,000	$89.90	$1,004,080

Haley R.	1/30/14	—	$121,174	$242,347								1/29/15	—	$124,174	$248,348
Fisackerly	1/30/14				550	2,200	4,400				$147,752	1/29/15				363	1,450	2,900				$143,579
	1/30/14							1,400			$88,438	1/29/15							850			$76,415
	1/30/14								5,800	$63.17	$50,518	1/29/15								4,500	$89.90	$51,345

Andrew S.	1/30/14	—	$362,250	$724,500								1/29/15	—	$376,524	$753,048
Marsh	1/30/14				2,350	9,400	18,800				$631,304	1/29/15				1,638	6,550	13,100				$648,581
	1/30/14							4,900			$309,533	1/29/15							5,000			$449,500
	1/30/14								35,000	$63.17	$304,850	8/3/15							21,100 ⁽⁶⁾			$1,502,320
												1/29/15								24,000	$89.90	$273,840

Phillip R.	1/30/14	—	$202,950	$405,900								1/29/15	—	$207,750	$415,500
May, Jr.	1/30/14				775	3,100	6,200				$208,196	1/29/15				513	2,050	4,100				$202,991
	1/30/14							1,800			$113,706	1/29/15							850			$76,415
	1/30/14								8,000	$63.17	$69,680	1/29/15								5,000	$89.90	$57,050

Hugh T.	1/30/14	—	$176,060	$352,121
McDonald	1/30/14				550	2,200	4,400				$147,752
	1/30/14							1,300			$82,121
	1/30/14								5,500	$63.17	$47,905

Alyson M.	1/30/14	—	$180,660	$361,320
Mount	1/30/14				775	3,100	6,200				$208,196
	1/30/14							1,800			$113,706
	1/30/14								8,500	$63.17	$74,035

Sallie T.	1/30/14	—	$119,310	$238,620
Rainer	1/30/14				550	2,200	4,400				$147,752
	1/30/14							1,400			$88,438
	1/30/14								5,800	$63.17	$50,518

~~489~~476

Table of Contents


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾								Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Name	Grant Date	Thresh- old	Target	Maximum	Thresh-old	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards	Grant Date	Thresh-old	Target	Maximum	Thresh-old	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards
		($)			(#)			(#) (3)	(#) (4)	($/Sh)	($) (5)		($)			(#)			(#) (3)	(#) (4)	($/Sh)	($) (5)
Charles L.	1/30/14	—	$104,915	$209,829
Rice, Jr.	1/30/14				550	2,200	4,400				$147,752
Hugh T.												1/29/15	—	$180,060	$360,120
McDonald												1/29/15				363	1,450	2,900				$143,579
	1/30/14							1,150			$72,646	1/29/15							700			$62,930
	1/30/14								5,200	$63.17	$45,292	1/29/15								3,600	$89.90	$41,076

Mark T.	1/30/14	—	$451,427	$902,854
Savoff	1/30/14				2,350	9,400	18,800				$631,304
Sallie T.												1/29/15	—	$122,910	$245,820
Rainer												1/29/15				363	1,450	2,900				$143,579
												1/29/15							750			$67,425
												1/29/15								3,800	$89.90	$43,358

Charles L.												1/29/15	—	$107,388	$214,776
Rice, Jr.												1/29/15				363	1,450	2,900				$143,579
	1/30/14							4,200			$265,314	1/29/15							750			$67,425
	1/30/14								27,500	$63.17	$239,525	1/29/15								4,500	$89.90	$51,345

Roderick K.	1/30/14	—	$439,631	$879,262								1/29/15	—	$450,131	$900,262
West	1/30/14				2,350	9,400	18,800				$631,304	1/29/15				1,638	6,550	13,100				$648,581
	1/30/14							6,000			$379,020	1/29/15							4,700			$422,530
	1/30/14								36,000	$63.17	$313,560	1/29/15								23,000	$89.90	$262,430


(1)	The amounts in columns (c), (d), and (e) represent minimum, target, and maximum payment levels under the Annual Incentive Plan. The actual amounts awarded are reported in column (g) of the Summary Compensation Table.

(2)

The amounts in columns (f), (g), and (h) represent the minimum, target, and maximum payment levels under the Long-Term Performance Unit Program. Performance under the program is measured by Entergy Corporation’s total shareholder return relative to the total shareholder returns of the companies included in the Philadelphia Utility Index. IfThere is no payout under the program if Entergy Corporation’s total shareholder return ~~is not at least 25%~~falls within the lowest quartile of ~~that for~~the peer companies in the Philadelphia Utility ~~Index, there is no payout.~~Index. Subject to achievement of performance targets, each unit will be converted into one share of Entergy Corporation’s common stock on the last day of the performance period (December 31, ~~2016.~~2017.) Accrued dividends on the shares earned will also be paid in Entergy Corporation common stock.


(3)	~~The~~Except as otherwise noted in footnote 6, the amounts in column (i) represent shares of restricted stock granted under the 2011 Equity Ownership Plan. Shares of restricted stock vest one-third on each of the first through third anniversaries of the grant, have voting rights, and accrue dividends during the vesting period.


(4)	The amounts in column (j) represent options to purchase shares of Entergy Corporation’s common stock. The options vest one-third on each of the first through third anniversaries of the grant date and have a ten-year term from the date of grant. The options were granted under the 2011 Equity Ownership Plan.

(5)

The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable ~~outcome of the applicable performance conditions. See Notes 4 and 5 to the Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.~~

~~490~~477

Table of Contents

~~2014~~outcome of the applicable performance conditions. See Notes 4 and 5 to the Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.


(6)	In August 2015, Mr. Marsh was awarded 21,100 restricted stock units under the 2015 Equity Ownership Plan. The restricted stock units will vest on August 3, 2020.

2015 Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each Named Executive Officer, unexercised options, restricted stock that has not vested, and equity incentive plan awards outstanding as of the end of ~~2014.~~2015.


	Option Awards					Stock Awards				Option Awards					Stock Awards
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
										(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Theodore H.										—	22,600⁽¹⁾		$89.90	1/29/2025
Bunting, Jr.										9,500	19,000⁽²⁾		$63.17	1/30/2024
										26,666	13,334⁽³⁾		$64.60	1/31/2023
										9,000	—		$71.30	1/26/2022
										6,800	—		$72.79	1/27/2021
										14,500	—		$77.10	1/28/2020
										12,000	—		$77.53	1/29/2019
										18,000	—		$108.20	1/24/2018
										10,000	—		$91.82	1/25/2017
										5,000	—		$68.89	1/26/2016
																	1,638⁽⁴⁾	$111,974
																	9,400⁽⁵⁾	$642,584
															4,800⁽⁶⁾	$328,128
															3,000⁽⁷⁾	$205,080
															1,667⁽⁸⁾	$113,956
	(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Leo P.	—	106,000⁽¹⁾		$63.17	1/30/2024					—	88,000⁽¹⁾		$89.90	1/29/2025
Denault	16,666	33,334⁽²⁾		$64.60	1/31/2023					35,333	70,667⁽²⁾		$63.17	1/30/2024
	20,000	10,000⁽³⁾		$71.30	1/26/2022					33,333	16,667⁽³⁾		$64.60	1/31/2023
	25,000	—		$72.79	1/27/2021					30,000	—		$71.30	1/26/2022
	50,000	—		$77.10	1/28/2020					25,000	—		$72.79	1/27/2021
	45,000	—		$77.53	1/29/2019					50,000	—		$77.10	1/28/2020
	50,000	—		$108.20	1/24/2018					45,000	—		$77.53	1/29/2019
	60,000	—		$91.82	1/25/2017					50,000	—		$108.20	1/24/2018
	50,000	—		$68.89	1/26/2016					60,000	—		$91.82	1/25/2017
								80,000⁽⁴⁾	$6,998,400	50,000	—		$68.89	1/26/2016
								74,312⁽⁵⁾	$6,500,814								8,275⁽⁴⁾	$565,679
						13,900⁽⁶⁾	$1,215,972										40,000⁽⁵⁾	$2,734,400
						4,000⁽⁷⁾	$349,920
						1,334⁽⁸⁾	$116,698

Haley R.	—	5,800⁽¹⁾		$63.17	1/30/2024
Fisackerly	—	4,000⁽²⁾		$64.60	1/31/2023
	—	1,534⁽³⁾		$71.30	1/26/2022
	2,900	—		$72.79	1/27/2021
	9,000	—		$77.10	1/28/2020
	3,800	—		$77.53	1/29/2019
	5,000	—		$108.20	1/24/2018
	2,500	—		$91.82	1/25/2017
								4,400⁽⁴⁾	$384,912
								3,800⁽⁵⁾	$332,424
						1,400⁽⁶⁾	$122,472
						934⁽⁷⁾	$81,706
						400⁽⁸⁾	$34,992

~~491~~478

Table of Contents


	Option Awards					Stock Awards				Option Awards					Stock Awards
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
										(#)	(#)	(#)	($)		(#)	($)	(#)	($)
															12,000⁽⁶⁾	$820,320
															9,267⁽⁷⁾	$633,492
															2,000⁽⁸⁾	$136,720

Haley R.										—	4,500⁽¹⁾		$89.90	1/29/2025
Fisackerly										—	3,867⁽²⁾		$63.17	1/30/2024
										—	2,000⁽³⁾		$64.60	1/31/2023
										1,534	—		$71.30	1/26/2022
										2,900	—		$72.79	1/27/2021
										9,000	—		$77.10	1/28/2020
										3,800	—		$77.53	1/29/2019
										5,000	—		$108.20	1/24/2018
										2,500	—		$91.82	1/25/2017
																	363⁽⁴⁾	$24,815
																	2,200⁽⁵⁾	$150,392
															850⁽⁶⁾	$58,106
															934⁽⁷⁾	$63,848
															467⁽⁸⁾	$31,924
	(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Andrew S.	—	35,000⁽¹⁾		$63.17	1/30/2024					—	24,000⁽¹⁾		$89.90	1/29/2025
Marsh	10,666	21,334⁽²⁾		$64.60	1/31/2023					11,666	23,334⁽²⁾		$63.17	1/30/2024
	6,666	3,334⁽³⁾		$71.30	1/26/2022					21,333	10,667⁽³⁾		$64.60	1/31/2023
	4,000	—		$72.79	1/27/2021					10,000	—		$71.30	1/26/2022
	9,100	—		$77.10	1/28/2020					4,000	—		$72.79	1/27/2021
	8,000	—		$77.53	1/29/2019					9,100	—		$77.10	1/28/2020
	10,000	—		$108.20	1/24/2018					8,000	—		$77.53	1/29/2019
	5,000	—		$91.82	1/25/2017					10,000	—		$108.20	1/24/2018
	5,500	—		$68.89	1/26/2016					5,000	—		$91.82	1/25/2017
								18,800⁽⁴⁾	$1,644,624	5,000	—		$68.89	1/26/2016
								14,884⁽⁵⁾	$1,302,052								1,638⁽⁴⁾	$111,974
						4,900⁽⁶⁾	$428,652										9,400⁽⁵⁾	$642,584
						2,667⁽⁷⁾	$223,309								5,000⁽⁶⁾	$341,800
						467⁽⁸⁾	$40,853								3,267⁽⁷⁾	$223,332
															1,334⁽⁸⁾	$91,192
Phillip R.	—	8,000⁽¹⁾		$63.17	1/30/2024
May, Jr.	2,000	4,000⁽²⁾		$64.60	1/31/2023
	3,066	1,534⁽³⁾		$71.30	1/26/2022										21,100⁽⁹⁾	$1,442,396
	2,900	—		$72.79	1/27/2021
	6,000	—		$77.10	1/28/2020
	4,700	—		$77.53	1/29/2019
	6,500	—		$108.20	1/24/2018
	5,000	—		$91.82	1/25/2017
	4,500	—		$68.89	1/26/2016
								6,200⁽⁴⁾	$542,376
								5,938⁽⁵⁾	$519,456
						1,800⁽⁶⁾	$157,464
						934⁽⁷⁾	$81,706
						400⁽⁸⁾	$34,992

~~492~~479

Table of Contents


	Option Awards					Stock Awards				Option Awards					Stock Awards
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
										(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Phillip R.										—	5,000⁽¹⁾		$89.90	1/29/2025
May, Jr.										2,666	5,334⁽²⁾		$63.17	1/30/2024
										4,000	2,000⁽³⁾		$64.60	1/31/2023
										4,600	—		$71.30	1/26/2022
										2,900	—		$72.79	1/27/2021
										6,000	—		$77.10	1/28/2020
										4,700	—		$77.53	1/29/2019
										6,500	—		$108.20	1/24/2018
										5,000	—		$91.82	1/25/2017
										4,500	—		$68.89	1/26/2016
																	513⁽⁴⁾	$35,069
																	3,100⁽⁵⁾	$211,916
															850⁽⁶⁾	$58,106
															1,200⁽⁷⁾	$82,032
															467⁽⁸⁾	$31,924
	(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Hugh T.	—	5,500⁽¹⁾		$63.17	1/30/2024					—	3,600⁽¹⁾		$89.90	1/29/2025
McDonald	2,000	4,000⁽²⁾		$64.60	1/31/2023					1,833	3,667⁽²⁾		$63.17	1/30/2024
	3,066	1,534⁽³⁾		$71.30	1/26/2022					4,000	2,000⁽³⁾		$64.60	1/31/2023
	2,900	—		$72.79	1/27/2021					4,600	—		$71.30	1/26/2022
	4,600	—		$77.10	1/28/2020					2,900	—		$72.79	1/27/2021
	4,500	—		$77.53	1/29/2019					4,600	—		$77.10	1/28/2020
	7,000	—		$108.20	1/24/2018					4,500	—		$77.53	1/29/2019
	12,000	—		$91.82	1/25/2017					7,000	—		$108.20	1/24/2018
	7,500	—		$68.89	1/26/2016					12,000	—		$91.82	1/25/2017
								4,400⁽⁴⁾	$384,912	7,500	—		$68.89	1/26/2016
								3,800⁽⁵⁾	$332,424								363⁽⁴⁾	$24,815
						1,300⁽⁶⁾	$113,724										2,200⁽⁵⁾	$150,392
						934⁽⁷⁾	$81,706								700⁽⁶⁾	$47,852
						434⁽⁸⁾	$37,966								867⁽⁷⁾	$59,268
															467⁽⁸⁾	$31,924
Alyson M.	—	8,500⁽¹⁾		$63.17	1/30/2024
Mount	—	5,934⁽²⁾		$64.60	1/31/2023
	4,500	—		$108.20	1/24/2018
	5,400	—		$91.82	1/25/2017
								6,200⁽⁴⁾	$542,376
								6,000⁽⁵⁾	$524,880
						1,800⁽⁶⁾	$157,464
						1,200⁽⁷⁾	$104,976
						500⁽⁸⁾	$43,740

Sallie T.	—	5,800⁽¹⁾		$63.17	1/30/2024					—	3,800⁽¹⁾		$89.90	1/29/2025
Rainer	1,933	3,867⁽²⁾		$64.60	1/31/2023					1,933	3,867⁽²⁾		$63.17	1/30/2024
	2,500	—		$77.10	1/28/2020					3,866	1,934⁽³⁾		$64.60	1/31/2023
	1,200	—		$77.53	1/29/2019					2,500	—		$77.10	1/28/2020
	2,300	—		$108.20	1/24/2018					1,200	—		$77.53	1/29/2019
	2,000	—		$91.82	1/25/2017
	2,500	—		$68.89	1/26/2016
								4,400⁽⁴⁾	$384,912
								3,800⁽⁵⁾	$332,424
						1,400⁽⁶⁾	$122,472
						934⁽⁷⁾	$81,706
						434⁽⁸⁾	$37,966

~~493~~480

Table of Contents


	Option Awards					Stock Awards				Option Awards					Stock Awards
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
	(#)	(#)	(#)	($)		(#)	($)	(#)	($)
Charles L.	—	5,200⁽¹⁾		$63.17	1/30/2024
Rice, Jr.	1,666	3,334⁽²⁾		$64.60	1/31/2023
	3,066	1,534⁽³⁾		$71.30	1/26/2022					(#)	(#)	(#)	($)		(#)	($)	(#)	($)
	2,900	—		$72.79	1/27/2021					2,300	—		$108.20	1/24/2018
								4,400⁽⁴⁾	$384,912	2,000	—		$91.82	1/25/2017
								3,800⁽⁵⁾	$332,424	2,500	—		$68.89	1/26/2016
						1,150⁽⁶⁾	$100,602										363⁽⁴⁾	$24,815
						800⁽⁷⁾	$69,984										2,200⁽⁵⁾	$150,392
						350⁽⁸⁾	$30,618								750⁽⁶⁾	$51,270
															934⁽⁷⁾	$63,848
Mark T.	—	27,500⁽¹⁾		$63.17	1/30/2024
Savoff	8,333	16,667⁽²⁾		$64.60	1/31/2023
	12,000	6,000⁽³⁾		$71.30	1/26/2022										467⁽⁸⁾	$31,924
	17,000	—		$72.79	1/27/2021
	30,000	—		$77.10	1/28/2020
Charles L.										—	4,500⁽¹⁾		$89.90	1/29/2025
Rice, Jr.										1,733	3,467⁽²⁾		$63.17	1/30/2024
	30,000	—		$77.53	1/29/2019					3,333	1,667⁽³⁾		$64.60	1/31/2023
	27,000	—		$108.20	1/24/2018					4,600	—		$71.30	1/26/2022
	35,000	—		$91.82	1/25/2017					2,900	—		$72.79	1/27/2021
								18,800⁽⁴⁾	$1,644,624								363⁽⁴⁾	$24,815
								15,200⁽⁵⁾	$1,329,696								2,200⁽⁵⁾	$150,392
						4,200⁽⁶⁾	$367,416								750⁽⁶⁾	$51,270
						1,867⁽⁷⁾	$163,325								767⁽⁷⁾	$52,432
						834⁽⁸⁾	$72,958								400⁽⁸⁾	$27,344

Roderick	—	36,000⁽¹⁾		$63.17	1/30/2024					—	23,000⁽¹⁾		$89.90	1/29/2025
K. West	13,333	26,667⁽²⁾		$64.60	1/31/2023					12,000	24,000⁽²⁾		$63.17	1/30/2024
	20,000	10,000⁽³⁾		$71.30	1/26/2022					26,666	13,334⁽³⁾		$64.60	1/31/2023
	17,000	—		$72.79	1/27/2021					30,000	—		$71.30	1/26/2022
	7,000	—		$77.10	1/28/2020					7,000	—		$77.10	1/28/2020
	5,000	—		$77.53	1/29/2019					5,000	—		$77.53	1/29/2019
	8,000	—		$108.20	1/24/2018					8,000	—		$108.20	1/24/2018
	12,000	—		$91.82	1/25/2017					12,000	—		$91.82	1/25/2017
								18,800⁽⁴⁾	$1,644,624								1,638⁽⁴⁾	$111,974
								15,200⁽⁵⁾	$1,329,696								9,400⁽⁵⁾	$642,584
						6,000⁽⁶⁾	$524,880								4,700⁽⁶⁾	$321,292
						3,334⁽⁷⁾	$291,658								4,000⁽⁷⁾	$273,440
						1,334⁽⁸⁾	$116,698								1,667⁽⁸⁾	$113,956
						21,000⁽⁹⁾	$1,837,080								21,000⁽¹⁰⁾	$1,435,560

~~494~~

~~Table of Contents~~


(1)	Consists of options that vested or will vest as follows: 1/3 of the options granted vest on each of 1/~~30/2015,~~29/2016, 1/~~30/2016~~29/2017, and 1/~~30/2017.~~29/2018.


(2)	Consists of options that vested or will vest as follows: 1/2 of the remaining unexercisable options vest on each of 1/~~31/2015~~30/2016 and 1/~~31/2016.~~30/2017.


(3)	The remaining unexercisable options vested on 1/~~26/2015.~~31/2016.

481

Table of Contents

(4)

Consists of performance units that will vest on December 31, ~~2016~~2017 based on Entergy Corporation’s total shareholder return performance over the ~~2014-2016~~2015-2017 performance period, as described under “What ~~We Pay~~Entergy Corporation Pays and Why- Executive Compensation Elements - Long-Term Incentive Compensation - Performance Unit Program” in Compensation Discussion and Analysis.


(5)	Consists of performance units that will vest on December 31, ~~2015~~2016 based on Entergy Corporation’s total shareholder return performance over the ~~2013-2015~~2014-2016 performance period.


(6)	Consists of shares of restricted stock that vested or will vest as follows: 1/3 of the shares of restricted stock granted vest on each of 1/~~30/2015,~~29/2016, 1/~~30/2016~~29/2017, and 1/~~30/2017.~~29/2018.


(7)	Consists of shares of restricted stock that vested or will vest as follows: 1/2 of the shares of restricted stock granted vest on each of 1/~~31/2015~~30/2016 and 1/~~31/2016.~~30/2017.


(8)	Consists of shares of restricted stock that vested on 1/~~26/2015.~~31/2016.


(9)	Consists of restricted stock units granted under the 2015 Equity Ownership Plan which will vest on August 3, 2020.


(10)	Consists of restricted stock units granted under the 2011 Equity Ownership Plan which will vest on May 1, 2018.

~~2014~~2015 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during ~~2014~~2015 for the Named Executive Officers.


	Options Awards			Stock Awards			Options Awards			Stock Awards
(a)	(b)	(c)		(d)	(e)		(b)	(c)		(d)	(e)
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting		Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting
							(#)	($)		(#)	($)
Theodore H. Bunting, Jr.							—		$—	6,044⁽¹⁾		$519,185
	(#)	($)		(#)	($)
Leo P. Denault	35,000		$477,575	17,370⁽¹⁾		$1,423,990	—		$—	18,611⁽¹⁾		$1,479,832

Haley R. Fisackerly	6,066		$61,983	2,136⁽¹⁾		$164,281	3,933		$52,946	1,877⁽¹⁾		$166,112

Andrew S. Marsh	7,000		$78,385	4,715⁽¹⁾		$369,715	—		$—	5,565⁽¹⁾		$471,926

Phillip R. May, Jr.	7,000		$75,732	2,458⁽¹⁾		$193,263	—		$—	2,316⁽¹⁾		$199,139

Hugh T. McDonald	10,000		$53,055	2,169⁽¹⁾		$166,520	—		$—	1,878⁽¹⁾		$166,588

Alyson M. Mount	24,466		$67,906	2,670⁽¹⁾		$202,276

Sallie T. Rainer	2,500		$31,434	1,901⁽¹⁾		$145,240	—		$—	1,911⁽¹⁾		$169,607

Charles L. Rice, Jr.	—		$—	1,937⁽¹⁾		$150,599	—		$—	1,677⁽¹⁾		$146,877

Mark T. Savoff	50,000		$534,219	6,257⁽¹⁾		$495,030

Roderick K. West	2,001		$28,988	7,490⁽¹⁾		$577,597	17,000		$159,346	7,178⁽¹⁾		$630,108


(1)	Represents the value of performance units for the ~~2012-2014~~2013-2015 performance period (payable solely in shares based on the closing stock price of ~~the Company~~Entergy Corporation on the ~~dates~~date of vesting) under the Performance Unit Program and the vesting of shares of restricted stock in ~~2014.~~2015.

~~495~~482

Table of Contents

~~2014~~2015 Pension Benefits

The following table shows the present value as of December 31, ~~2014,~~2015, of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions set forth in Note 11 to the financial statements. Additional information regarding these retirement plans ~~is included in Compensation Discussion & Analysis under the heading, “Benefits, Perquisites, Agreements, and Post-Retirement Plans" and following~~follows this table. In addition, this section includes information regarding early retirement options under the plans.

Name

Plan
Name

Number
of Years
Credited
Service

Present
Value of
Accumulated
Benefit

Payments
During
2014
Leo P. Denault ⁽¹⁾

Non-qualified System
   Executive Retirement Plan
30.83

$9,539,500

$—

Qualified defined
   benefit plan
15.83

$546,100

$—

Haley R. Fisackerly
Non-qualified System
   Executive Retirement Plan
19.08

$843,300

$—

Qualified defined
   benefit plan
19.08

$538,700

$—

Andrew S. Marsh Non-qualified System
   Executive Retirement Plan 16.37

$1,621,700

$—
Qualified defined
   benefit plan 16.37

$354,600

$—

Phillip R. May, Jr. Non-qualified System
   Executive Retirement Plan 28.56

$1,346,100

$—
Qualified defined
   benefit plan 28.56

$888,600

$—

Hugh T. McDonald ⁽²⁾

Non-qualified System
   Executive Retirement Plan
32.93

$1,615,100

$—

Qualified defined
   benefit plan
31.44

$1,142,200

$—

Alyson M. Mount
Non-qualified System
   Executive Retirement Plan
12.35

$696,600

$—

Qualified defined
   benefit plan
12.35

$294,100

$—

Sallie T. Rainer ⁽²⁾

Non-qualified System
   Executive Retirement Plan
30.38

$818,800

$—

Qualified defined
   benefit plan
28.52

$981,100

$—

Charles L. Rice, Jr.
Non-qualified System
   Executive Retirement Plan
5.47

$256,200

$—

Qualified defined
   benefit plan
5.47

$157,400

$—

~~496~~

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Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During 2014		Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During 2015
Mark T. Savoff	Non-qualified System Executive Retirement Plan	11.06		$3,329,000		$—
Theodore H. Bunting, Jr. ⁽¹⁾							Non-qualified System Executive Retirement Plan	27.86		$4,940,000		$—
							Qualified defined benefit plan	27.86		$969,200		$—

Leo P. Denault⁽²⁾							Non-qualified System Executive Retirement Plan	31.83		$14,323,900		$—
							Qualified defined benefit plan	16.83		$564,100		$—

Haley R. Fisackerly							Non-qualified System Executive Retirement Plan	20.08		$944,500		$—
							Qualified defined benefit plan	20.08		$539,800		$—

Andrew S. Marsh							Non-qualified System Executive Retirement Plan	17.37		$2,297,400		$—
							Qualified defined benefit plan	17.37		$349,100		$—

Phillip R. May, Jr.							Non-qualified System Executive Retirement Plan	29.56		$1,638,600		$—
							Qualified defined benefit plan	29.56		$884,200		$—

Hugh T. McDonald ⁽¹⁾							Non-qualified System Executive Retirement Plan	33.93		$1,734,000		$—
							Qualified defined benefit plan	32.44		$1,150,500		$—

Sallie T. Rainer ⁽¹⁾							Non-qualified System Executive Retirement Plan	31.38		$964,600		$—
							Qualified defined benefit plan	31.00		$1,024,400		$—

Charles L. Rice, Jr.							Non-qualified System Executive Retirement Plan	6.47		$340,400		$—
	Qualified defined benefit plan	11.06		$437,600		$—	Qualified defined benefit plan	6.47		$177,700		$—

Roderick K. West	Non-qualified System Executive Retirement Plan	15.75		$2,830,500		$—	Non-qualified System Executive Retirement Plan	16.75		$3,374,600		$—
	Qualified defined benefit plan	15.75		$387,700		$—	Qualified defined benefit plan	16.75		$387,500		$—

(1)

During 2006, Mr. Denault entered into an agreement granting an additional 15 years of service under the non-qualified System Executive Retirement Plan if he continues to work for an Entergy System company employer and, after age 55, retires with the permission of his employer or his employment is terminated due to death or disability. The additional 15 years increases the present value of his benefit by $2,246,700.


~~(2)~~	Service under the non-qualified System Executive Retirement Plan is granted from date of hire. Qualified plan benefit service is granted from the later of date of hire or plan participation date.


(2)	During 2006, Mr. Denault entered into an agreement granting him an additional 15 years of service and permission to retire under the non-qualified System Executive Retirement Plan in the event his employment is terminated by Entergy other than for cause (as defined in the retention agreement), by Mr. Denault for good

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reason (as defined in the retention agreement), or on account of his death or disability. His retention agreement also provides that if he terminates employment for any other reason, he shall be entitled to the additional 15 years of service under the non-qualified System Executive Retirement Plan if his employer grants him permission to retire. The additional 15 years increases the present value of his benefit by $3,083,700.

Qualified Retirement Benefits

Defined Benefit Pension Plan

The qualified retirement plan in which the Named Executive Officers participate is a funded, tax-qualified, noncontributory defined benefit pension plan that provides benefits to most of the non-bargaining unit employees of Entergy System Companies. All Named Executive Officers are participants in this plan. Benefits under the tax-qualified pension plan are calculated as an annuity payable at age 65 and generally equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40). “Earnings” for purposes of calculating FAME generally includes the employee’s base salary and eligible annual incentive award and excludes all other bonuses. FAME is calculated using the employee’s average monthly Earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month period immediately preceding the employee’s retirement and includes up to 5 annual bonuses paid during the 60 month period. Benefits under the tax-qualified plan are payable monthly after attainment of at least age 55 and after separation from an Entergy System ~~company.~~company, subject to a reduction for early commencement, as described below. The amount of annual earnings that may be considered in calculating benefits under the tax-qualified pension plan is limited by federal law. Participants are 100% vested in their benefit upon completing 5 years of vesting service or upon attainment of age 65 while an active ~~employee~~ participant in the plan. Contributions to the pension plan are made entirely by the Entergy System company employer and are paid into a trust fund from which the benefits of participants will be paid.

Normal retirement under the plan is age 65. Employees who terminate employment prior to age 55 may receive a reduced deferred vested retirement benefit commencing as early as age 55 that is based on the normal retirement benefit (reduced by 7% per year for the first 5 years commencement precedes age 65, and reduced by 6% for each additional year commencement precedes age 65). Employees who are at least age 55 with 10 years of vesting service upon termination of employment are entitled to a subsidized early retirement benefit beginning as early as age 55. The subsidized early retirement benefit is equal to the normal retirement benefit reduced by 2% per year for each year that early retirement precedes age 65.

Mr. Denault, Mr. ~~McDonald,~~Bunting, and Mr. ~~Savoff~~McDonald are eligible for subsidized early retirement benefits.

401(k) Savings Plan

The Savings Plan is a tax-qualified 401(k) retirement savings plan, wherein total combined before-tax and after-tax contributions may not exceed 30% of a participant’s base salary up to certain contribution limits defined by law. In addition, under the Savings Plan, the employer of Savings Plan participants, who participate in the final average pay defined benefit pension plan, matches an amount equal to seventy cents for each dollar contributed by participating employees, including the Named Executive Officers, with respect to the first six percent of their eligible earnings under the plan for that pay period.

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Non-qualified Retirement Benefits

The Named Executive Officers are eligible to participate in certain non-qualified retirement benefit plans that provide retirement income, including the Pension Equalization Plan and the System Executive Retirement Plan. Each of these plans is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. In these plans, as described below, an executive is typically enrolled in one or more plans but only paid the amount due under the plan that provides the highest benefit. In general, upon disability, participants in the Pension Equalization Plan and the System Executive Retirement Plan remain eligible for continued service credits until the earlier of recovery, separation from service due to disability, or retirement eligibility. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant’s accrued benefit.

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All of the Named Executive Officers participate in both the Pension Equalization Plan and the System Executive Retirement Plan.

The Pension Equalization Plan

The Pension Equalization Plan is a non-qualified unfunded restoration retirement plan that provides for the payment to participants from Entergy ~~Corporation's~~Corporation’s general assets of a single lump sum cash distribution upon separation from service generally equal to the actuarial present value of the difference between the amount that would have been payable as an annuity under the tax-qualified pension plan, but for Internal Revenue Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and the amount actually payable as an annuity under the tax-qualified pension plan. The Pension Equalization Plan also takes into account as eligible earnings certain incentive awards paid under the Annual Incentive Plan and includes supplemental credited service granted to a participant in calculating his or her benefit. Participants receive their Pension Equalization Plan benefit in the form of a single sum cash distribution. The benefits under this plan are offset by benefits payable from the qualified retirement plan and may be offset by prior employer benefits. The Pension Equalization Plan benefit attributable to supplemental credited service is not vested until age 65. Subject to the prior written consent of the Entergy System ~~Company~~company employer (which consent is deemed given if the participant’s employment is terminated within twenty-four months following a change in control by the employer without “Cause” or by the participant for “Good Reason,” as each isas defined in the plan), an employee with supplemental credited service who terminates employment prior to age 65 may be vested in his or her benefit, with payment of the lump sum benefit generally at separation from service unless delayed six months under ~~Internal Revenue~~ Code Section 409A. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits.

Effective July 1, 2014, participants in the Pension Equalization Plan ~~will not be~~are no longer provided with supplemental credited service unless the grant of supplemental credited service was approved and accepted in writing by the plan administrator prior to July 1, 2014. In addition, the Pension Equalization Plan was amended effective July 1, 2014 to provide that employees who participate in the Entergy Corporation’s cash balance pension plan adopted June 30, 2014 are not eligible to participate in the Pension Equalization Plan and instead are eligible to participate in a new cash balance restoration plan.

The System Executive Retirement Plan

The System Executive Retirement Plan is a non-qualified supplemental retirement plan that provides for a single sum payment at age 65. Like the Pension Equalization Plan, the System Executive Retirement Plan is designed to provide for the payment to participants from Entergy ~~Corporation’s~~Corporation's general assets of a single-sum cash distribution upon the participant’s separation from service. The single-sum benefit is generally equal to the actuarial present value of a specified percentage of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s annual rate of base salary and Annual Incentive Plan award for the 3 highest years during the last 10 years preceding termination of employment), after first being reduced by the value of the participant’s tax-qualified retirement plan benefit and typically any prior employer pension benefit available to the participant.

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While the System Executive Retirement Plan has a replacement ratio schedule from one year of service to the maximum of 30 years of service, the table below offers a sample ratio at 20 and 30 years of service.


Years of Service	Executives at Management Level 1	Executives at Management Levels 2 and 3	Executives at Management Level 4	Executives at Management Level 1	Executives at Management Levels 2 and 3	Executives at Management Level 4
20 Years	55.0%	50.0%	45.0%	55.0%	50.0%	45.0%
30 years	65.0%	60.0%	55.0%	65.0%	60.0%	55.0%

The System Executive Retirement Plan benefit is not vested until age 65. Subject to the prior written consent of the Entergy System company employer, an employee who terminates his or her employment prior to age 65 may be vested in the System Executive Retirement Plan benefit, with payment of the lump sum benefit generally at separation

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from service unless delayed six months under Code Section 409A. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits. Further, in the event of a change in control, participants whose employment is terminated without “Cause” or by the employee for “Good Reason,” as each is defined in the ~~plan~~Plan are also eligible for a subsidized lump sum benefit payment, even if they do not currently meet the age or service requirements for early retirement under that plan or have company permission to separate from employment. Such lump sum benefit is payable generally at separation from service unless delayed 6six months under Code Section 409A.

~~2014~~2015 Non-qualified Deferred Compensation

The Executive Deferred Compensation Plan, the 2007 Equity Ownership Plan and Long-Term Cash Incentive Plan, and the 2011 Equity Ownership Plan allow for the deferral of compensation for the Named Executive Officers. As of December 31, ~~2014,~~2015, none of the Named Executive Officers had deferred compensation balances under the equity ownership plans or the Executive Deferred Compensation Plan.

As of December 31, ~~2014, Mr. Savoff and~~2015, Mr. May had a deferred account ~~balances~~balance under a frozen Defined Contribution Restoration Plan. ~~These amounts are~~The amount is deemed invested, as chosen by the participant, in certain T. Rowe Price investment funds that are also available to ~~participants~~the participant under the Savings Plan. Mr. ~~Savoff and Mr.~~ May ~~have~~has elected to receive the deferred account ~~balances~~balance after ~~they retire.~~he retires. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees’ deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Internal Revenue Code.

Defined Contribution Restoration Plan


Name	Executive Contributions in 2014		Registrant Contributions in 2014		Aggregate Earnings in 2014 ⁽¹⁾		Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2014		Executive Contributions in 2015		Registrant Contributions in 2015		Aggregate Earnings in 2015⁽¹⁾			Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2015
(a)	(b)		(c)		(d)		(e)		(f)		(b)		(c)		(d)			(e)		(f)

Phillip R. May, Jr.		$—		$—		$359		$—		$1,721		$—		$—		($147	)		$—		$1,574

Mark T. Savoff		$—		$—		$8,224		$—		$26,685


(1)	Amounts in this column are not included in the Summary Compensation Table.

~~499~~486

Table of Contents

~~2014~~2015 Potential Payments upon Termination or Change in Control

Entergy Corporation has plans and other arrangements that provide compensation to a Named Executive Officer if his or her employment terminates under specified conditions, including following a change in control of Entergy Corporation. In addition, Entergy Corporation has entered into a retention agreement with Mr. Denault that provides for payments upon certain employment termination events. There are no plans or agreements that would provide for payments to any of the Named Executive Officers solely upon a change in control.

The tables below reflect the amount of compensation each of the Named Executive Officers would have received if his or her employment with an Entergy System company had been terminated under various scenarios as of December 31, ~~2014.~~2015. For purposes of these tables, Entergy Corporation assumed that its stock price was ~~$87.48,~~$68.36, the closing market price on that date.



Benefits and Payments Upon Termination	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause		Retirement		Disability		Death		Change in Control	Termination Related to a Change in Control
Theodore H. Bunting, Jr. ⁽¹⁾⁽³⁾

Severance Payment⁽⁵⁾	—	—	—		—		—		—		—		$3,110,593
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—			$428,412		$428,412		$428,412	—		$386,234
2015-2017 Performance Unit Program	—	—	—			$149,230		$149,230		$149,230	—		$386,234
Unvested Stock Options⁽⁸⁾	—	—	—			$148,743		$148,743		$148,743	—		$148,743
Unvested Restricted Stock⁽⁹⁾	—	—	—		—			$329,017		$329,017	—		$700,133
Welfare Benefits⁽¹⁰⁾	—	—	—		—		—		—		—	—

Leo P. Denault ⁽¹⁾⁽²⁾

Severance Payment⁽⁵⁾	—	—	—		—		—		—		—		$7,696,260
Performance Units:⁽⁶⁾⁽⁷⁾
2014-2016 Performance Unit Program	—	—		$1,808,122		$1,822,956		$1,808,122		$1,808,122	—		$1,808,122
2015-2017 Performance Unit Program	—	—		$1,808,122		$754,216		$1,808,122		$1,808,122	—		$1,808,122
Unvested Stock Options⁽⁸⁾	—	—	—			$429,427		$429,427		$429,427	—		$429,427
Unvested Restricted Stock⁽⁹⁾	—	—	—		—			$726,735		$726,735	—		$1,711,744
Welfare Benefits⁽¹⁰⁾	—	—	—		—		—		—		—	—

Haley Fisackerly ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—		—		—		—		—		$434,607
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—		—			$100,284		$100,284	—		$92,286
2015-2017 Performance Unit Program	—	—	—		—			$33,018		$33,018	—		$92,286
Unvested Stock Options⁽⁸⁾	—	—	—		—			$27,588		$27,588	—		$27,588
Unvested Restricted Stock⁽⁹⁾	—	—	—		—			$84,493		$84,493	—		$167,702
Welfare Benefits⁽¹¹⁾	—	—	—		—		—		—		—		$19,234

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Benefits and Payments Upon Termination Voluntary Resignation For Cause Termination for Good Reason or Not for Cause Retirement Disability Death Change in Control Termination Related to a Change in Control
Leo P. Denault ⁽¹⁾⁽²⁾

Severance Payment⁽⁵⁾
— —
$8,613,353
— — — —
$8,613,353
Performance Units:⁽⁷⁾

2013-2015 Performance Unit Program — —
$2,112,642

$2,166,880

$2,112,642

$2,112,642
—
$2,112,642
2014-2016 Performance Unit Program — —
$2,112,642

$1,166,371

$2,112,642

$2,112,642
—
$2,112,642
Unvested Stock Options⁽⁹⁾
— —
$3,501,327

$3,501,327

$3,501,327

$3,501,327
—
$3,501,327
Unvested Restricted Stock⁽¹¹⁾
— —
$1,791,514
—
$1,791,514

$1,791,514
—
$1,791,514
Welfare Benefits⁽¹³⁾
— — — — — — —

Haley Fisackerly ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$424,107
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$110,837

$110,837
—
$96,228
2014-2016 Performance Unit Program — — — —
$64,123

$64,123
—
$96,228
Unvested Stock Options⁽¹⁰⁾
— — — —
$257,327

$257,327
—
$257,327
Unvested Restricted Stock⁽¹²⁾
— — — —
$117,836

$117,836
—
$258,479
Welfare Benefits⁽¹⁴⁾
— — — — — — —
$18,324

Andrew S. Marsh ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$2,398,354
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$433,988

$433,988
—
$489,888
2014-2016 Performance Unit Program — — — —
$274,075

$274,075
—
$489,888
Unvested Stock Options⁽¹⁰⁾
— — — —
$1,392,890

$1,392,890
—
$1,392,890
Unvested Restricted Stock⁽¹²⁾
— — — —
$298,482

$298,482
—
$752,247
Welfare Benefits⁽¹⁴⁾
— — — — — — —
$27,486

Phillip R. May, Jr. ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$1,014,750
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$173,210

$173,210
—
$205,578
2014-2016 Performance Unit Program — — — —
$90,367

$90,367
—
$205,578
Unvested Stock Options⁽¹⁰⁾
— — — —
$310,809

$310,809
—
$310,809
Unvested Restricted Stock⁽¹²⁾
— — — —
$129,120

$129,120
—
$295,063
Welfare Benefits⁽¹⁴⁾
— — — — —
$27,486



Benefits and Payments Upon Termination	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause	Retirement		Disability		Death		Change in Control	Termination Related to a Change in Control
Andrew S. Marsh ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—	—		—		—		—		$2,734,105
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—	—			$428,412		$428,412	—		$386,234
2015-2017 Performance Unit Program	—	—	—	—			$149,230		$149,230	—		$386,234
Unvested Stock Options⁽⁸⁾	—	—	—	—			$161,207		$161,207	—		$161,207
Unvested Restricted Stock⁽⁹⁾	—	—	—	—			$318,353		$318,353	—		$708,200
Welfare Benefits⁽¹¹⁾	—	—	—	—		—		—		—		$28,851
Unvested Stock Units⁽¹²⁾	—	—	—	—		1,442,396		1,442,396		—		$1,442,396

Phillip R. May, Jr. ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—	—		—		—		—		$1,108,000
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—	—			$141,300		$141,300	—		$167,482
2015-2017 Performance Unit Program	—	—	—	—			$46,690		$46,690	—		$167,482
Unvested Stock Options⁽⁸⁾	—	—	—	—			$35,200		$35,200	—		$35,200
Unvested Restricted Stock⁽⁹⁾	—	—	—	—			$93,585		$93,585	—		$187,628
Welfare Benefits⁽¹¹⁾	—	—	—	—		—		—		—		$28,851

Hugh T. McDonald ⁽¹⁾⁽³⁾

Severance Payment⁽⁵⁾	—	—	—	—		—		—		—		$540,181
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—		$100,284		$100,284		$100,284	—		$92,286
2015-2017 Performance Unit Program	—	—	—		$33,018		$33,018		$33,018	—		$92,286
Unvested Stock Options⁽⁸⁾	—	—	—		$26,550		$26,550		$26,550	—		$26,550
Unvested Restricted Stock⁽⁹⁾	—	—	—	—			$78,819		$78,819	—		$151,935
Welfare Benefits⁽¹¹⁾	—	—	—	—		—		—		—	—

Sallie T. Rainer ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—	—		—		—		—		$430,185
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—	—			$100,284		$100,284	—		$92,286
2015-2017 Performance Unit Program	—	—	—	—			$33,018		$33,018	—		$92,286
Unvested Stock Options⁽⁸⁾	—	—	—	—			$27,337		$27,337	—		$27,337
Unvested Restricted Stock⁽⁹⁾	—	—	—	—			$82,305		$82,305	—		$160,537
Welfare Benefits⁽¹¹⁾	—	—	—	—		—		—		—		$19,234

~~501~~488

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Benefits and Payments Upon Termination Voluntary Resignation For Cause Termination for Good Reason or Not for Cause Retirement Disability Death Change in Control Termination Related to a Change in Control
Hugh T. McDonald ⁽¹⁾⁽³⁾

Severance Payment⁽⁶⁾
— — — — — — —
$528,181
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — —
$110,837

$110,837

$110,837
—
$96,228
2014-2016 Performance Unit Program — — —
$64,123

$64,123

$64,123
—
$96,228
Unvested Stock Options⁽¹⁰⁾
— — —
$250,034

$250,034

$250,034
—
$250,034
Unvested Restricted Stock⁽¹²⁾
— — — —
$118,273

$118,273
—
$252,776
Welfare Benefits⁽¹³⁾
— — — — — — —

Alyson M. Mount ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$963,520
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$174,960

$174,960
—
$205,578
2014-2016 Performance Unit Program — — — —
$90,367

$90,367
—
$205,578
Unvested Stock Options⁽¹⁰⁾
— — — —
$342,390

$342,390
—
$342,390
Unvested Restricted Stock⁽¹²⁾
— — — —
$150,203

$150,203
—
$330,801
Welfare Benefits⁽¹⁴⁾
— — — — — — —
$9,148

Sallie T. Rainer ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$417,585
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$110,837

$110,837
—
$96,228
2014-2016 Performance Unit Program — — — —
$64,123

$64,123
—
$96,228
Unvested Stock Options⁽¹⁰⁾
— — — —
$229,467

$229,467
—
$229,467
Unvested Restricted Stock⁽¹²⁾
— — — —
$121,072

$121,072
—
$261,921
Welfare Benefits⁽¹⁴⁾
— — — — — — —
$18,234

Charles R. Rice, Jr ⁽⁴⁾

Severance Payment⁽⁶⁾
— — — — — — —
$367,201
Performance Units:⁽⁸⁾

2013-2015 Performance Unit Program — — — —
$110,837

$110,837
—
$96,228
2014-2016 Performance Unit Program — — — —
$64,123

$64,123
—
$96,228
Unvested Stock Options⁽¹⁰⁾
— — — —
$227,488

$227,488
—
$227,488
Unvested Restricted Stock⁽¹²⁾
— — — —
$100,340

$100,340
—
$217,649
Welfare Benefits⁽¹⁴⁾
— — — — — — —
$18,324

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Benefits and Payments Upon Termination	Voluntary Resignation	For Cause	Termination for Good Reason or Not for Cause		Retirement	Disability		Death		Change in Control	Termination Related to a Change in Control
Charles R. Rice, Jr ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—		—	—		—		—		$375,858
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—		—		$100,284		$100,284	—		$92,286
2015-2017 Performance Unit Program	—	—	—		—		$33,018		$33,018	—		$92,286
Unvested Stock Options⁽⁸⁾	—	—	—		—		$24,259		$24,259	—		$24,259
Unvested Restricted Stock⁽⁹⁾	—	—	—		—		$71,641		$71,641	—		$142,743
Welfare Benefits⁽¹¹⁾	—	—	—		—	—		—		—		$19,234

Roderick K. West ⁽⁴⁾

Severance Payment⁽⁵⁾	—	—	—		—	—		—		—		$3,268,593
Performance Units:⁽⁷⁾
2014-2016 Performance Unit Program	—	—	—		—		$428,412		$428,412	—		$386,234
2015-2017 Performance Unit Program	—	—	—		—		$149,230		$149,230	—		$386,234
Unvested Stock Options⁽⁸⁾							$174,693		$174,693	—		$174,693
Unvested Restricted Stock⁽⁹⁾	—	—	—		—		$361,078		$361,078	—		$767,877
Welfare Benefits⁽¹¹⁾	—	—	—		—	—		—		—		$28,851
Unvested Restricted Units⁽¹³⁾	—	—		$1,435,560	—	—		—		—		$1,435,560


(1)	As of December 31, ~~2014,~~2015, Mr. Bunting, Mr. Denault, ~~Mr. McDonald,~~ and Mr. ~~Savoff~~McDonald are retirement eligible and would retire rather than voluntarily resign.

Pension Benefits

(2)

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~~was terminated ~~under certain conditions relating to a change in control,~~by Entergy Corporation other than for cause, by Mr. Denault for good reason or on account of his death or disability, he would also be eligible for ~~early~~certain additional retirement benefits. Otherwise, if Mr. Denault’s employment was terminated for cause or he was to retire from Entergy Corporation before age 65 without the permission of his Entergy System employer, he would not receive a benefit under the System Executive Retirement Plan. For a description of these benefits, see ~~“2014~~“2015 Pension Benefits.” ~~In addition, Mr. Denault is subject to the following provisions:~~

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 and after age 55, retires with the permission of his employer or his employment is terminated due to death or disability. If Mr. Denault’s employment is terminated for cause, he will forfeit his benefit under the System Executive Retirement Plan.

Under his retention agreement, if Mr. Denault’s employment is terminated by Mr. Denault for good reason or by Entergy Corporation not for cause (regardless of whether there is a change in control) or on account of disability, Mr. Denault would be eligible for subsidized retirement and the additional 15 years of service upon his separation of service even if he does not have permission to separate from employment.

(3)

In addition to the payments and benefits in the table, Mr. ~~McDonald~~Bunting and Mr. ~~Savoff~~McDonald each would have been eligible to retire and entitled to receive his vested pension benefits. For a description of the pension benefits available, see ~~“2014~~“2015 Pension Benefits.” In the event of a termination by Entergy Corporation without cause or by the executive for good reason in connection with a change in control, Mr. ~~McDonald~~Bunting and Mr. ~~Savoff~~McDonald each would be eligible for subsidized early retirement benefits under the System Executive Retirement Plan even if he does not have permission from his Entergy System employer to separate from employment. If Mr. ~~McDonald’s~~Bunting’s and Mr. ~~Savoff’s~~McDonald’s employment were terminated for cause or they were to retire from Entergy Corporation before age 65 without the permission of their Entergy System employer, they would not receive a benefit under the System Executive Retirement Plan.

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~~employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan.~~

(4)

In addition to the payments and benefits in the table, if a Named Executive ~~Officer's,~~Officer’s, other than Messrs. Denault, Bunting, and McDonald, ~~and Savoff,~~ employment ~~was~~were terminated under certain conditions relating to a change in control, ~~he or she~~each also would have been entitled to receive his or her vested pension benefits upon attainment of age 55 and would have been eligible for early retirement benefits under the System Executive Retirement Plan calculated using early retirement reduction factors. For a description of the pension benefits, see “2014 Pension Benefits.” If the Named Executive Officers’, other than Messrs. Denault, McDonald, and Savoff, employment were terminated for cause, he or she would forfeit his or her benefit under the System Executive Retirement Plan.

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calculated using early retirement reduction factors. For a description of the pension benefits, see “2015 Pension Benefits.” If a Named Executive Officer’s, other than Messrs. Denault, Bunting, and McDonald, employment were terminated for cause or each were to resign from Entergy Corporation before age 65 without the permission of his or her Entergy System employer, each would not receive a benefit under the System Executive Retirement Plan.

Severance Payments

(5)

In the event of a termination (not due to death or disability) by Mr. Denault for good reason or by Entergy Corporation 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 (a) his annual base salary as in effect at any time within one year prior to the effective date of the retention agreement or, if higher, immediately prior to a circumstance constituting good reason plus (b) the greater of (i) his actual annual incentive award under the 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 Annual Incentive Plan target award for the calendar year in which the effective date of the retention agreement occurred. For purposes of this table, we have calculated the award using a base salary of $1,110,000 and his preceding year’s actual annual incentive award, $1,770,720.

~~(6)~~

In the event of a termination (not due to death or disability) by the executive for good reason or by Entergy Corporation not for cause during the period beginning upon the occurrence of a “potential change in control” (as defined in the System Executive Continuity Plan) and ending on the 2^nd2nd anniversary of a change in control, each Named Executive Officer ~~other than Mr. Denault,~~ would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to for Messrs. Denault, Bunting, Marsh, and West 2.99 times the product of, for Mr. ~~Marsh, Mr. Savoff,~~May 2 times the product of, and ~~Mr. West 2.99 times, for Mr. May~~Messrs. Fisackerly, McDonald, Rice, and Ms. ~~Mount 2 times and Mr. Fisackerly, Mr. McDonald, Ms.~~ Rainer ~~and Mr. Rice~~the product of 1 time the sum of (a) his or her 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 or her annual incentive, calculated using the average annual target opportunity derived under the Annual Incentive ~~Plan~~ for ~~the~~2013 and 2014 (the two calendar years immediately preceding the calendar year in which his or her termination ~~occurs.~~occurs). For purposes of this table, ~~it assumes~~we assume the following target opportunity and base salary:


Named Executive Officer	Target Opportunity	Base Salary	Target Opportunity	Base Salary
Theodore H. Bunting, Jr.			70%	$611,960
Leo P. Denault			120%	$1,170,000
Haley R. Fisackerly	40%	$302,934	40%	$310,434
Andrew S. Marsh	55%	$517,500	70%	$537,892
Phillip R. May	50%	$338,250	60%	$346,250
Hugh T. McDonald	50%	$352,121	50%	$360,121
Alyson M. Mount	60%	$301,100
Sallie T. Rainer	40%	$298,275	40%	$307,275
Charles L. Rice, Jr.	40%	$262,287	40%	$268,470
Mark T. Savoff	70%	644,896
Roderick K. West	70%	628,044	70%	$643,044

Performance Units

~~(7)~~(6)

In the event of a termination due to death or disability, by Mr. Denault for good reason, or by Entergy Corporation 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-lump 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 payment was calculated by taking an average of the target performance units from the 2011-2013 Performance Unit Program (26,000 units) and the 2012-2014 Performance Unit Program (26,900 units). This average number of units (26,450 units) multiplied by the closing price of Entergy Corporation stock on December 31, 2015 ($68.36) would equal a payment of $1,808,122 for the forfeited performance units.

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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 2010-2012 Performance Unit Program (22,300 units) and the 2011-2013 Performance Unit Program (26,000 units). This average number of units (24,150 units) multiplied by the closing price of Entergy stock on December 31, 2014 ($87.48) would equal a severance payment of $2,112,642 for the forfeited performance units.

In the event of Mr. Denault’s retirement not related to a change in control, Mr. Denault 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 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. Denault’s awards were calculated as follows:

~~2013 - 2015 Plan - 24,770 (24/36*37,156) performance units at target, assuming a stock price of $87.48~~

~~2014 - 2016 Plan - 13,333 (12/36*40,000) performance units at target, assuming a stock price of $87.48~~

~~(8)~~(7)

In the event of a qualifying termination related to a change in control, each Named Executive Officer ~~other than Mr. Denault,~~ would have forfeited his or her performance units for the ~~2013-2015~~2014-2016 and ~~2014-2016~~2015-2017 performance periods and would have been entitled to receive, pursuant to the 2011 Equity Ownership Plan, a single-lump sum ~~severance~~ payment that would not be based on any outstanding performance periods. For both the ~~2013-2015~~2014-2016 and ~~the 2014-2016~~2015-2017 performance periods, the payment would have been calculated using the average annual number of performance units he or she would have been entitled to receive under each Performance Unit Program with respect to the two most recent performance periods preceding (but not including) the calendar year in which his or her termination occurs, assuming all performance goals were achieved at target multiplied by the closing price of Entergy Corporation stock on December 31, ~~2014.~~

2015. For purposes of the table, the value of Mr. Denault’s

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severance payment was calculated by taking an average of the target performance units from the 2011-2013 Performance Unit Program (26,000 units) and the 2012-2014 Performance Unit Program (26,900 units). This average number of units (26,450 units) multiplied by the closing price of Entergy Corporation stock on December 31, 2015 ($68.36) would equal a severance payment of $1,808,122 for the forfeited performance units.

The value of the severance payment for Mr. Bunting, Mr. Marsh, and Mr. West was calculated by taking an average of the target performance units from the 2011-2013 Performance Unit Program (5,900 units) and the 2012-2014 Performance Unit Program (5,400 units). This average number of units (5,650 units) multiplied by the closing price of Entergy Corporation stock on December 31, 2015 ($68.36) would equal a severance payment of $386,234 for the forfeited performance units.

The value of the severance payment for Mr. May was calculated by taking an average of the target performance units from the 2011-2013 Performance Unit Program (2,500 units) and the 2012-2014 Performance Unit Program (2,400 units). This average number of units (2,450 units) multiplied by the closing price of Entergy Corporation stock on December 31, 2015 ($68.36) would equal a severance payment of $167,482 for the forfeited performance units.

The value of the severance payment for Mr. Fisackerly, Mr. McDonald, Ms. Rainer, and Mr. Rice was calculated by taking an average of the target performance units from the ~~2010-2012 Performance Unit Program (1,000 units) and the~~ 2011-2013 Performance Unit Program (1,200 units) and the 2012-2014 Performance Unit Program (1,500 units). This average number of units ~~(1,100)~~(1,350 units) multiplied by the closing price of Entergy Corporation stock on December 31, ~~2014~~2015 ($~~87.48)~~68.36) would equal a severance payment of $92,286 for the forfeited performance ~~units equal to $96,228.~~units.

The value of severance payment for Mr. May and Ms. Mount was calculated by taking an average of the target performance units from the 2010-2012 Performance Unit Program (2,200 units) and the 2011-2013 Performance Unit Program (2,500 units). This average number of units (2,350) multiplied by the closing price of Entergy stock on December 31, 2014 ($87.48) would equal a severance payment of for the forfeited performance units equal to $205,578.

The value of severance payment for Mr. Marsh, Mr. Savoff, and Mr. West was calculated by taking an average of the target performance units from the 2010-2012 Performance Unit Program (5,300 units) and the 2011-2013 Performance Unit Program (5,900 units). This average number of units (5,600) multiplied by the closing price of Entergy stock on December 31, 2014 ($87.48) would equal a severance payment of for the forfeited performance units equal to $489,888.

In the event of death or disability, other than Mr. Denault, or retirement in the case of Mr. ~~McDonald~~Denault, Mr. Bunting, or Mr. ~~Savoff,~~McDonald, each Named Executive Officer ~~other than Mr. Denault,~~ would not have forfeited his or her performance units for all open performance periods, but rather such performance unit awards would have been pro-rated based on his or her number of months of participation in each open Performance Unit Program performance cycle, in accordance with his or her grant agreement under the Performance Unit Program. 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 the awards ~~were~~was calculated as follows:

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Mr. ~~Fisackerly’s, Mr. McDonald’s, Ms. Rainer’s and Mr. Rice’s awards:~~Denault’s:

~~2013~~2014 - ~~2015~~2016 Plan - ~~1,267~~26,667 (24/36*~~1,900)~~40,000) performance units at target, assuming a stock price of ~~$87.48~~$68.36

2015 - 2017 Plan - 11,033 (12/36*33,100) performance units at target, assuming a stock price of $68.36

Messrs. Bunting’s, Marsh’s, and Mr. West’s:

2014 - 2016 Plan - ~~733~~6,267 (24/36*9,400) performance units at target, assuming a stock price of $68.36

2015 - 2017 Plan - 2,183 (12/36*6,550) performance units at target, assuming a stock price of $68.36

Mr. May’s:

2014 - 2016 Plan - 2,067 (24/36*3,100) performance units at target, assuming a stock price of $68.36

2015 - 2017 Plan - 683 (12/36*2,050) performance units at target, assuming a stock price of $68.36

Mr. Fisackerly’s, Mr. McDonald’s, Ms. Rainer’s, and Mr. Rice’s:

2014 - 2016 Plan - 1,467 (24/36*2,200) performance units at target, assuming a stock price of ~~$87.48~~$68.36

~~Mr. Marsh’s awards:~~

~~2013~~2015 - ~~2015~~2017 Plan - ~~4,961 (24/~~483 (12/36*~~7,442)~~1,450) performance units at target, assuming a stock price of ~~$87.48~~$68.36

~~2014 - 2016 Plan - 3,133 (12/36*9,400) performance units at target, assuming a stock price of $87.48~~

~~Mr. May’s awards:~~

~~2013 - 2015 Plan - 1,980 (24/36*2,969) performance units at target, assuming a stock price of $87.48~~

~~2014 - 2016 Plan - 1,033 (12/36*3,100) performance units at target, assuming a stock price of $87.48~~

~~Ms. Mount’s awards:~~

~~2013 - 2015 Plan - 2,000 (24/36*3,000) performance units at target, assuming a stock price of $87.48~~

~~2014 - 2016 Plan - 1,033 (12/36*3,100) performance units at target, assuming a stock price of $87.48~~

~~Mr. Savoff’s and Mr. West’s awards:~~

~~2013 - 2015 Plan - 5,067 (24/36*7,600) performance units at target, assuming a stock price of $87.48~~

~~2014 - 2016 Plan - 3,133 (12/36*9,400) performance units at target, assuming a stock price of $87.48~~

Unvested Stock Options

~~(9)~~

In the event of Mr. Denault’s retirement, death or disability (pursuant to the 2011 Equity Ownership Plan) or upon termination by Mr. Denault for good reason or by Entergy Corporation not for cause (regardless of whether there is a change in control), pursuant to his retention agreement, 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 is 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, 2014, and the exercise price of each option share.

~~(10)~~(8)

In the event of death or disability or qualifying termination related to a change in control or retirement in the case of Mr. ~~McDonald~~Denault, Mr. Bunting, or Mr. ~~Savoff,~~McDonald, all of the unvested stock options of each Named Executive Officer ~~other than Mr. Denault,~~ would immediately vest pursuant to the 2011 Equity Ownership Plan. In addition, each would be entitled to exercise his or her stock options for the remainder of the ten-year period extending from the grant date of the options. For purposes of this table, it is assumed that the Named Executive Officers, other than Mr. Denault, exercised their options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2014, and the applicable exercise price of each option share.

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entitled to exercise his or her stock options for the remainder of the ten-year period extending from the grant date of the options. For purposes of this table, it is assumed that the Named Executive Officers exercised their options immediately upon vesting and received proceeds equal to the difference between the closing price of Entergy Corporation common stock on December 31, 2015, and the applicable exercise price of each option share.

Unvested Restricted Stock


~~(11)~~(9)	Pursuant to his retention agreement, in the event of Mr. Denault's death or disability or upon termination by Mr. Denault for good reason or by Entergy Corporation not for cause (regardless of whether there is a change in control), all of Mr. Denault’s unvested restricted stock would immediately vest.

~~(12)~~

In the event of death or disability (pursuant to the 2011 Equity Ownership Plan), each Named Executive Officer ~~other than Mr. Denault,~~ would immediately vest in a pro-rated portion of his or her 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) pursuant to the 2011 Equity Ownership Plan. 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 or her death or disability. In the event of his or her qualifying termination related to a change in control, the Named Executive Officers ~~other than Mr. Denault,~~ would immediately vest in all of their unvested restricted ~~stock.~~stock (as well as dividends declared on such restricted stock).

Welfare Benefits

~~(13)~~(10)

Upon retirement, Mr. Denault, Mr. ~~McDonald,~~Bunting, and Mr. ~~Savoff~~McDonald 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 a termination related to a change in control, Messrs. Denault, Bunting, and McDonald would not be eligible to receive Entergy Corporation subsidized COBRA benefits.

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~~termination related to a change in control, Messrs. Denault, McDonald, and Savoff would not be eligible to receive Entergy Corporation subsidized COBRA benefits.~~

~~(14)~~(11)

Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Marsh, Mr. May, ~~Ms. Mount~~ and Mr. West would be eligible to receive Entergy ~~Corporation subsidized~~Corporation-subsidized COBRA benefits for 18 months and Mr. Fisackerly, Ms. Rainer, and Mr. Rice would be eligible to receive Entergy ~~Corporation subsidized~~Corporation-subsidized COBRA benefits for 12 months.

Restricted Stock Units

~~(15)~~(12)

Mr. Marsh’s 21,100 restricted stock units vest 100% in 2020. Pursuant to his restricted stock unit agreement, any unvested restricted stock units will vest immediately in the event of his termination of employment due to Mr. Marsh’s total disability or death. In the event of a change in control, the units will vest upon termination of Mr. Marsh’s employment by Entergy Corporation without cause or by Mr. Marsh with good reason during a change in control period (as defined in the 2015 Equity Ownership Plan). Otherwise, if Mr. Marsh voluntarily resigns or is terminated, he would forfeit these units.

(13)

Mr. West’s 21,000 restricted stock units vest 100% in 2018. Pursuant to his restricted stock unit agreement, any unvested restricted stock units will vest immediately in the event of a termination for a reason other than cause, total disability or death. ~~The~~In the event of a change in control, the units will vest upon termination ~~within 24 months~~ of ~~a change in control~~Mr. West’s employment by Entergy Corporation without cause or by Mr. West with good ~~reason.~~reason during a change in control period (as defined in the 2011 Equity Ownership Plan). If Mr. West voluntarily resigns or is terminated for cause, he would forfeit these units.

Mr. Denault’s Retention Agreement

Under the terms of Mr. Denault’s retention agreement, Entergy Corporation 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 Corporation;

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 Corporation’s reputation;

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

unauthorized disclosure of Entergy Corporation’s confidential information.

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

the substantial reduction in the nature or status of his duties or responsibilities from those in effect immediately prior to the date of the retention agreement, other than de minimis acts that are remedied after notice from Mr. Denault;

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 or her under any of Entergy Corporation’s 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.

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System Executive Continuity Plan

Termination Related to a Change in Control

The Named Executive Officers will be entitled to the benefits described in the tables above under the System Executive Continuity Plan in the event of a termination related to a change in control if a change in control occurs and their employment is terminated by an Entergy System company other than for cause or if they terminate their employment for good reason, in each case within a period beginning on the occurrence of a potential change in control and ending 24 months following the effective date of a change in control.

A change in control includes the following events:

The purchase of 30% or more of either Entergy Corporation common stock or the combined voting power of its voting securities;

the merger or consolidation of Entergy Corporation (unless its 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

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 the Board at the end of the period.

A potential change in control includes the following events:

Entergy Corporation or an affiliate enters into an agreement the consummation of which would constitute a change in control;

~~the~~Entergy Corporation Board adopts resolutions determining that, for purposes of the System Executive Continuity Plan, a potential change in control has occurred;

an Entergy System Company or other person or entity publicly announces an intention to take actions that would constitute a change in control; or

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any person or entity becomes the beneficial owner (directly or indirectly) of outstanding shares of common stock of Entergy Corporation constituting 20% of the voting power or value of Entergy Corporation’s outstanding common stock.

A Named Executive Officer’s employment may be terminated for cause under the System Executive Continuity Plan if he or she:

willfully and continuously fails to substantially perform his or her duties after receiving a 30-day written demand for performance from the Board;

engages in conduct that is materially injurious to Entergy Corporation or any of its subsidiaries;

is convicted or pleads guilty or nolo contendere 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;

materially violates any agreement with Entergy Corporation or any of its subsidiaries; or

discloses any of Entergy Corporation confidential information without authorization.

A Named Executive Officer may terminate his or her employment with an Entergy System Company for good reason under the System Executive Continuity Plan if, without his or her 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;

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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 his or her 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 employer purports to terminate his or her employment other than in accordance with the System Executive Continuity Plan.

In addition to participation in the System Executive Continuity Plan, benefits already accrued under the System Executive Retirement Plan, Pension Equalization Plan, and Supplemental Retirement Plan, if any, will become fully vested if the executive is involuntarily terminated without cause or the executive terminates his or her employment for good reason within two years after the occurrence of a change in control. Any awards granted under the equity ownership plans will become fully vested if the executive is involuntarily terminated without cause or terminates employment for good reason within two years after the occurrence of a change in control. In 2010, Entergy Corporation eliminated tax gross up payments for any severance benefits paid under the System Executive Continuity Plan.

Under certain circumstances described below, 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

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violates his or her 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 his or her non-competition provision, he or she will be required to repay any benefits previously received under the System Executive Continuity Plan.

Termination for Cause

If a Named Executive Officer’s employment is terminated for “cause” (as defined in the System Executive Continuity Plan 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 are no longer exercisable.

Voluntary Resignation

If a Named Executive Officer voluntarily resigns from his or her 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 our other salaried employees. In the case of voluntary resignation, the officer would forfeit all unvested stock options, shares of restricted stock 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 any outstanding performance periods under the Long-Term Performance Unit Program or the Annual Incentive Plan. If the officer resigns after the completion of an Annual Incentive Plan or Long-Term Performance Unit Program performance period, he or she could receive a payout under the Long-Term Performance Unit Program based on the outcome of the

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performance cycle and could, at the ~~Entergy Corporation’s~~Company’s discretion, receive an annual incentive payment under the Annual 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.

Retirement

Under ~~Entergy Corporation’s~~our 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 the 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 Annual 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 Long-Term Performance Unit Program for those retiring with a minimum 12 months of participation are pro-rated based on the actual full months of participation, 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 Annual Incentive Plan and the Long-Term Performance Unit Program, respectively. Unvested stock options issued under ~~Entergy Corporation’s~~our equity ownership plans vest on the retirement date and expire ten years from the grant date of the options. Any restricted stock and restricted stock units (other than those issued under the Long-Term Performance Unit Program) held by the executive upon his or her retirement are forfeited, and perquisites 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 stock and restricted stock units may be subject to specific disability benefits (as noted, where applicable, in the tables above).

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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,~~“Retirement.” ~~including:~~

~~all unvested stock options will vest immediately;~~

~~vested stock options will expire ten years from the grant date; and~~

~~restricted units may be subject to specific death benefits depending on the restricted unit agreement (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.

~~510~~

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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, Entergy Texas and 100% of the outstanding common membership interests of registrant Entergy ~~Texas.~~Louisiana. 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~~“Persons Owning More Than Five ~~Percent”~~Percent of Entergy Common Stock” 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.

~~511~~

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The following table sets forth the beneficial ownership of Common Stock of Entergy Corporation and stock-based units as of January 31, ~~2015~~2016 for all non-employee 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⁾⁽²⁾	Options Exercisable Within 60 Days	Stock Units ⁽³⁾
Entergy Corporation
Maureen S. Bateman*	6,258	—	11,263	19,053	—	—
Theodore H. Bunting, Jr.**				20,932	136,833	—
Patrick J. Condon*				797	—	—
Leo P. Denault***	64,450	378,666	—	86,985	409,999	—
Kirkland H. Donald*	965	—	753	3,309	—	—
Gary W. Edwards*	1,791	—	10,852	9,754	—	4,506
Philip L. Frederickson*				191	—	—
Alexis Herman*	556	—	8,863	10,969	—	—
Donald C. Hintz*	3,650	—	10,471	12,672	—	3,156
Stuart L. Levenick*	5,758	—	7,094	14,384	—	—
Blanche L. Lincoln*	2,618	—	2,663	6,951	—	—
Andrew S. Marsh**	18,620	84,599	—	46,180	109,433	—
William M. Mohl**	18,946	80,799	—	19,241	107,133	—
Stewart C. Myers*	3,682	—	3,846
Mark T. Savoff**	26,546	182,832	305
Karen A. Puckett*				797	—	—
W. J. Tauzin*	5,658	—	6,956	14,146	—	—
Roderick K. West**	26,191	117,666	—	31,927	133,666	—
Steven V. Wilkinson*	6,813	—	8,490	16,835	—	—
All directors and executive
officers as a group (20 persons)	271,309	1,153,759	71,617
officers as a group (22 persons)				389,062	1,159,028	7,662

Entergy Arkansas
Theodore H. Bunting, Jr.*	21,009	111,466	—
Leo P. Denault**	64,450	378,666	—
Andrew S. Marsh***	18,620	84,599	—
Hugh T. McDonald***	15,653	48,933	—
Alyson M. Mount**	9,653	15,700	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—
All directors and executive
officers as a group (10 persons)	230,267	1,121,893	366

Entergy Gulf States Louisiana
Theodore H. Bunting, Jr.*	21,009	111,466	—
Leo P. Denault**	64,450	378,666	—
Andrew S. Marsh***	18,620	84,599	—
Phillip R. May, Jr.***	12,886	40,866	11
Alyson M. Mount**	9,653	15,700	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—
All directors and executive
officers as a group (10 persons)	227,500	1,113,826	377

~~512~~496

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Name	Shares ⁽¹⁾	Options Exercisable Within 60 Days	Stock Units ⁽²⁾	Shares ⁽¹⁾⁽²⁾	Options Exercisable Within 60 Days	Stock Units ⁽³⁾
Entergy Arkansas
Theodore H. Bunting, Jr.***				20,932	136,833	—
Leo P. Denault**				86,985	409,999	—
Paul D. Hinnenkamp*				15,335	48,732	—
Andrew S. Marsh***				46,180	109,433	—
Hugh T. McDonald***				16,031	46,466	—
Roderick K. West**				31,927	133,666	—
All directors and executive
officers as a group (10 persons)				275,994	1,098,361	—

Entergy Louisiana
Theodore H. Bunting, Jr.*	21,009	111,466	—
Theodore H. Bunting, Jr.***				20,932	136,833	—
Leo P. Denault**	64,450	378,666	—	86,985	409,999	—
Paul D. Hinnenkamp*				15,335	48,732	—
Andrew S. Marsh***	18,620	84,599	—	46,180	109,433	—
Phillip R. May, Jr.***	12,886	40,866	11	14,664	42,699	11
Alyson M. Mount**	9,653	15,700	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—	31,927	133,666	—
All directors and executive
officers as a group (10 persons)	227,500	1,113,826	377	274,627	1,094,594	11

Entergy Mississippi
Theodore H. Bunting, Jr.*	21,009	111,466	—
Theodore H. Bunting, Jr.***				20,932	136,833	—
Leo P. Denault**	64,450	378,666	—	86,985	409,999	—
Haley R. Fisackerly***	7,269	28,667	—	7,801	30,167	—
Paul D. Hinnenkamp*				15,335	48,732	—
Andrew S. Marsh***	18,620	84,599	—	46,180	109,433	—
Alyson M. Mount**	9,653	15,700	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—	31,927	133,666	—
All directors and executive
officers as a group (9 persons)	203,967	1,002,461	305	254,520	1,007,096	—

Entergy New Orleans
Theodore H. Bunting, Jr.*	21,009	111,466	—
Theodore H. Bunting, Jr.***				20,932	136,833	—
Leo P. Denault**	64,450	378,666	—	86,985	409,999	—
Paul D. Hinnenkamp*				15,335	48,732	—
Andrew S. Marsh***	18,620	84,599	—	46,180	109,433	—
Alyson M. Mount**	9,653	15,700	—
Charles L. Rice, Jr.***	4,831	12,566	—	5,477	17,466	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—	31,927	133,666	—
All directors and executive
officers as a group (9 persons)	201,529	986,360	305	252,196	994,395	—

Entergy Texas
Theodore H. Bunting, Jr.*	21,009	111,466	—
Leo P. Denault**	64,450	378,666	—
Andrew S. Marsh***	18,620	84,599	—
Alyson M. Mount**	9,653	15,700	—
Sallie T. Rainer***	8,586	16,299	—
Mark T. Savoff***	26,546	182,832	305
Roderick K. West**	26,191	117,666	—
All directors and executive
officers as a group (9 persons)	205,284	990,093	305

~~513~~497

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Name	Shares ⁽¹⁾⁽²⁾	Options Exercisable Within 60 Days	Stock Units ⁽³⁾
Entergy Texas
Theodore H. Bunting, Jr.***	20,932	136,833	—
Leo P. Denault**	86,985	409,999	—
Paul D. Hinnenkamp*	15,335	48,732	—
Andrew S. Marsh***	46,180	109,433	—
Sallie T. Rainer***	10,267	18,932	—
Roderick K. West**	31,927	133,666	—
All directors and executive
officers as a group (9 persons)	256,986	995,861	—



*	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 non-employee directors and executive officers as a group does not exceed one percent of the outstanding shares of Entergy Corporation common stock.

(2)

For the non-employee directors, the balances include phantom units that are issued under the Service Recognition Program. All non-employee directors are credited with phantom units for each year of service on the Board. These phantom units do not have voting rights, accrue dividends, and will be settled in shares of Entergy common stock following the non-employee director’s separation from the Board.

(3)

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 and Hintz have deferred receipt of some of their quarterly stock grants. The deferred shares will be settled in cash in an amount equal to the market value of Entergy Corporation common stock at the end of the deferral period.

Equity Compensation Plan Information

The following table summarizes the equity compensation plan information as of December 31, ~~2014.~~2015. 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)	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⁾	7,281,396	$83.25	3,569,309	7,399,820	$84.19	9,485,610
Equity compensation plans not approved by security holders⁽²⁾	—	—	—	—	—	—
Total	7,281,396	$83.25	3,569,309	7,399,820	$84.19	9,485,610

(1)

Includes the Equity Ownership Plan, which was approved by the shareholders on May 15, 1998, the 2007 Equity Ownership Plan, the 2011 Equity Ownership Plan, and the ~~2011~~2015 Equity Ownership Plan. The 2007 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 12, 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 2011 Equity Ownership Plan, with no more than 2,000,000 shares available for incentive stock option grants. The Equity Ownership Plan, the 2007 Equity Ownership Plan and the 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 (based on voting power) or value is owned, directly or indirectly, by 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.

~~514~~498

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Ownership Plan was approved by Entergy Corporation shareholders on May 12, 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 2011 Equity Ownership Plan, with no more than 2,000,000 shares available for incentive stock option grants. The 2015 Equity Ownership Plan was approved by Entergy Corporation shareholders on May 8, 2015, and 6,900,000 shares of Entergy Corporation common stock can be issued from the 2015 Equity Ownership Plan, with no more than 1,500,000 shares available for incentive stock option grants. The Equity Ownership Plan, the 2007 Equity Ownership Plan, the 2011 Equity Ownership Plan, and the 2015 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 (based on voting power) or value is owned, directly or indirectly, by 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. As of December 31, ~~2014,~~2015, all options outstanding under the plan were either exercised or expired.

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 at Entergy - ~~Director~~Board Independence” and “Transactions with Related Persons,” which information is incorporated herein by reference.

Since ~~December 31, 2011,~~January 1, 2015, 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:

Whether the proposed transaction is on terms at least as favorable to Entergy Corporation or the subsidiary as those ~~achievable~~could be achieved 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~~Entergy Corporation so long as the compensation is approved by ~~Entergy’s~~Entergy Corporation’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.~~S-K.

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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.

~~515~~500

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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, ~~2014~~2015 and ~~2013~~2014 by Deloitte & Touche LLP were as follows:


	2014		2013		2015		2014
Entergy Corporation (consolidated)
Audit Fees		$8,097,000		$9,832,698		$9,312,255		$8,097,000
Audit-Related Fees (a)	1,135,000		545,000		970,000		1,135,000
Total audit and audit-related fees	9,232,000		10,377,698		10,282,255		9,232,000
Tax Fees (b)	—		—
Tax Fees					—		—
All Other Fees	—		—		—		—
Total Fees (c)		$9,232,000		$10,377,698
Total Fees (b)						$10,282,255		$9,232,000
Entergy Arkansas
Audit Fees		$984,813		$985,484		$954,813		$984,813
Audit-Related Fees (a)	19,000		—		—		19,000
Total audit and audit-related fees	1,003,813		985,484		954,813		1,003,813
Tax Fees	—		—		—		—
All Other Fees	—		—		—		—
Total Fees (c)		$1,003,813		$985,484
Entergy Gulf States Louisiana
Audit Fees		$874,813		$840,484
Audit-Related Fees (a)	375,000		100,000
Total audit and audit-related fees	1,249,813		940,484
Tax Fees	—		—
All Other Fees	—		—
Total Fees (c)		$1,249,813		$940,484
Total Fees (b)						$954,813		$1,003,813
Entergy Louisiana
Audit Fees		$1,134,813		$985,484		$1,873,042		$2,009,626
Audit-Related Fees (a)	375,000		100,000		390,000		750,000
Total audit and audit-related fees	1,509,813		1,085,484		2,263,042		2,759,626
Tax Fees	—		—		—		—
All Other Fees	—		—		—		—
Total Fees (c)		$1,509,813		$1,085,484
Total Fees (b)						$2,263,042		$2,759,626
Entergy Mississippi
Audit Fees						$824,813		$869,813
Audit-Related Fees (a)					—		—
Total audit and audit-related fees					824,813		869,813
Tax Fees					—		—
All Other Fees					—		—
Total Fees (b)						$824,813		$869,813

~~516~~501

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	2014		2013		2015		2014
Entergy Mississippi
Audit Fees		$869,813		$840,484
Audit-Related Fees (a)	—		—
Total audit and audit-related fees	869,813		840,484
Tax Fees	—		—
All Other Fees	—		—
Total Fees (c)		$869,813		$840,484
Entergy New Orleans
Audit Fees		$824,813		$885,484		$977,652		$824,813
Audit-Related Fees (a)	—		—		225,000		—
Total audit and audit-related fees	824,813		885,484		1,202,652		824,813
Tax Fees	—		—		—		—
All Other Fees	—		—		—		—
Total Fees (c)		$824,813		$885,484
Total Fees (b)						$1,202,652		$824,813
Entergy Texas
Audit Fees		$1,004,813		$1,886,280		$1,643,813		$1,004,813
Audit-Related Fees (a)	—		—		—		—
Total audit and audit-related fees	1,004,813		1,886,280		1,643,813		1,004,813
Tax Fees	—		—		—		—
All Other Fees	—		—		—		—
Total Fees (c)		$1,004,813		$1,886,280
Total Fees (b)						$1,643,813		$1,004,813
System Energy
Audit Fees		$824,813		$840,484		$824,813		$824,813
Audit-Related Fees (a)	—		—		—		—
Total audit and audit-related fees	824,813		840,484		824,813		824,813
Tax Fees	—		—		—		—
All Other Fees	—		—		—		—
Total Fees (c)		$824,813		$840,484
Total Fees (b)						$824,813		$824,813


(a)	Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.


(b)	~~Includes fees for tax advisory services.~~


~~(c)~~	100% of fees paid in ~~2014~~2015 and ~~2013~~2014 were pre-approved by the Entergy Corporation Audit Committee.

~~517~~502

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Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy’s independent auditor to perform services for Entergy:


1.	The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit-related services, tax services, and all other services).

For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC’s rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:

Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.

All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service.


3.	The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.


4.	To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.


5.	The Vice President and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.

~~518~~503

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PART IV

Item 15. Exhibits and Financial Statement Schedules



(a)1.	Financial Statements and Independent Auditors’ Reports for Entergy, Entergy Arkansas, Entergy ~~Gulf States Louisiana, Entergy~~ Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Table of Contents.

(a)2.	Financial Statement Schedules

	Report of Independent Registered Public Accounting Firm (see page ~~529)~~513)

	Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)

(a)3.	Exhibits

	Exhibits for Entergy, Entergy Arkansas, ~~Entergy Gulf States Louisiana,~~ Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Exhibit Index (see page E-1). Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.

~~519~~504

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ENTERGY CORPORATION

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.



	ENTERGY CORPORATION

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Leo P. Denault (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, Patrick J. Condon, Kirkland H. Donald, Gary W. Edwards, Philip L. Frederickson, Alexis M. Herman, Donald C. Hintz, Stuart L. Levenick, Blanche L. Lincoln, ~~Stewart C. Myers,~~Karen A. Puckett, W. J. Tauzin, and Steven V. Wilkinson (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~520~~505

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ENTERGY ARKANSAS, INC.

SIGNATURES



	ENTERGY ARKANSAS, INC.

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and ~~Mark T. Savoff~~Paul D. Hinnenkamp (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~521~~

~~Table of Contents~~

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

~~SIGNATURES~~



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

	By ~~/s/ Alyson M. Mount~~
	~~Alyson M. Mount~~
	~~Senior Vice President and Chief Accounting Officer~~

	~~Date: February 26, 2015~~



~~Signature~~	~~Title~~	~~Date~~

~~/s/ Alyson M. Mount~~ ~~Alyson M. Mount~~	~~Senior Vice President and~~ ~~Chief Accounting Officer~~ ~~(Principal Accounting Officer)~~	~~February 26, 2015~~

Phillip R. May, Jr. (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and Mark T. Savoff (Directors).



~~By:~~ ~~/s/ Alyson M. Mount~~	~~February 26, 2015~~
~~(Alyson M. Mount, Attorney-in-fact)~~

~~522~~506

Table of Contents

ENTERGY LOUISIANA, LLC

SIGNATURES



	ENTERGY LOUISIANA, LLC

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~523~~507

Table of Contents

ENTERGY MISSISSIPPI, INC.

SIGNATURES



	ENTERGY MISSISSIPPI, INC.

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Haley R. Fisackerly (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and ~~Mark T. Savoff~~Paul D. Hinnenkamp (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~524~~508

Table of Contents

ENTERGY NEW ORLEANS, INC.

SIGNATURES



	ENTERGY NEW ORLEANS, INC.

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Charles L. Rice, Jr. (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and ~~Mark T. Savoff~~Paul D. Hinnenkamp (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~525~~509

Table of Contents

ENTERGY TEXAS, INC.

SIGNATURES



	ENTERGY TEXAS, INC.

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Sallie T. Rainer (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); Theodore H. Bunting, Jr. and ~~Mark T. Savoff~~Paul D. Hinnenkamp (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~526~~510

Table of Contents

SYSTEM ENERGY RESOURCES, INC.

SIGNATURES



	SYSTEM ENERGY RESOURCES, INC.

	By /s/ Alyson M. Mount
	Alyson M. Mount
	Senior Vice President and Chief Accounting Officer

	Date: February ~~26, 2015~~25, 2016



Signature	Title	Date

/s/ Alyson M. Mount Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February ~~26, 2015~~25, 2016

Theodore H. Bunting, Jr. (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Andrew S. Marsh (Executive Vice President, Chief Financial Officer, and Director; Principal Financial Officer); ~~Jeffrey S. Forbes and~~ Steven C. McNeal and Timothy G. Mitchell (Directors).



By: /s/ Alyson M. Mount	February ~~26, 2015~~25, 2016
(Alyson M. Mount, Attorney-in-fact)

~~527~~511

Table of Contents

EXHIBIT 23(a)

CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-190911 on Form S-3 and in Registration Statements Nos. ~~333-55692, 333-68950,~~ 333-75097, 333-140183, 333-90914, ~~333-98179, 333-140183, 333-142055, 333-168664,~~ 333-174148, 333-206556, and ~~333-183090~~333-204546 on Form S-8 of our reports dated February ~~26, 2015,~~25, 2016, relating to the consolidated financial statements and financial statement schedule of Entergy Corporation and Subsidiaries, and the effectiveness of Entergy Corporation and Subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-02 on Form S-3 of our reports dated February ~~26, 2015,~~25, 2016, relating to the consolidated financial statements and financial statement schedule of Entergy Arkansas, Inc. and Subsidiaries appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-07 on Form S-3 of our reports dated February ~~26, 2015,~~25, 2016, relating to the consolidated financial statements and financial statement schedule of Entergy Louisiana, LLC and Subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the business combination with Entergy Gulf States Louisiana, L.L.C.) appearing in this Annual Report on Form 10‑K of Entergy Louisiana, LLC for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-06 on Form S-3 of our reports dated February ~~26, 2015,~~25, 2016, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc. appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-05 on Form S-3 of our reports dated February ~~26, 2015,~~25, 2016, relating to the consolidated financial statements and financial statement schedule of Entergy New Orleans, Inc. and Subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Algiers asset transfer which was accounted for as a business combination under common control) appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-04 on Form S-3 of our reports dated February ~~26, 2015,~~25, 2016, relating to the consolidated financial statements and financial statement schedule of Entergy Texas, Inc. and Subsidiaries appearing in this Annual Report on Form 10-K of Entergy Texas, Inc. for the year ended December 31, ~~2014.~~2015.

We consent to the incorporation by reference in Registration Statement No. 333-190911-03 on Form S-3 of our ~~reports~~report dated February ~~26, 2015,~~25, 2016, relating to the financial statements of System Energy Resources, Inc. appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, ~~2014.~~2015.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

February ~~26, 2015~~25, 2016

~~528~~512

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Entergy Corporation and Subsidiaries

New Orleans, Louisiana

We have audited the consolidated financial statements of Entergy Corporation and Subsidiaries (the “Corporation”) as of December 31, ~~2014~~2015 and ~~2013,~~2014, and for each of the three years in the period ended December 31, ~~2014,~~2015, and the Corporation’s internal control over financial reporting as of December 31, ~~2014,~~2015, and have issued our reports thereon dated February ~~26, 2015;~~25, 2016; such consolidated financial statements and reports are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement ~~schedules~~schedule of the Corporation listed in Item 15. ~~These~~This consolidated financial statement ~~schedules are~~schedule is the responsibility of the Corporation’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement ~~schedules,~~schedule, when considered in relation to the basic consolidated financial statements taken as a whole, ~~present~~presents fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

February ~~26, 2015~~25, 2016

~~529~~513

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Entergy Arkansas, Inc. and Subsidiaries

Entergy Mississippi, Inc.

Entergy New Orleans, Inc. and Subsidiaries

Entergy Texas, Inc. and Subsidiaries

To the Board of Directors and Members of

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

Entergy Louisiana, LLC and Subsidiaries

We have audited the consolidated financial statements of Entergy Arkansas, Inc. and Subsidiaries, Entergy Louisiana, LLC and Subsidiaries, Entergy New Orleans, Inc. and Subsidiaries, and Entergy Texas, Inc. and Subsidiaries, and we have also audited the financial statements of Entergy ~~Gulf States Louisiana, L.L.C., Entergy~~ Mississippi, ~~Inc., and Entergy New Orleans,~~ Inc. (collectively the “Companies”) as of December 31, ~~2014~~2015 and ~~2013,~~2014, and for each of the three years in the period ended December 31, ~~2014,~~2015, and have issued our reports thereon dated February ~~26, 2015;~~25, 2016; such financial statements and reports are included elsewhere in this Form 10-K. Our report on the financial statements of Entergy Louisiana, LLC expresses an unqualified opinion and includes an explanatory paragraph regarding its business combination with Entergy Gulf States Louisiana, L.L.C. Our report on the financial statements of Entergy New Orleans, Inc. expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Louisiana, LLC’s transfer of its Algiers assets to Entergy New Orleans, Inc. Our audits also included the financial statement schedules of the respective Companies listed in Item 15. These financial statement schedules are the responsibility of the respective Companies’ managements. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

February ~~26, 2015~~25, 2016

~~530~~514

Table of Contents

INDEX TO FINANCIAL STATEMENT SCHEDULES



Schedule		Page

II	Valuation and Qualifying Accounts 2015, 2014, ~~2013,~~ and ~~2012:~~2013:
	Entergy Corporation and Subsidiaries	S-2
	Entergy Arkansas, Inc. and Subsidiaries	S-3
	Entergy ~~Gulf States Louisiana, L.L.C.~~	~~S-4~~
	~~Entergy~~ Louisiana, LLC and Subsidiaries	~~S-5~~S-4
	Entergy Mississippi, Inc.	~~S-6~~S-5
	Entergy New Orleans, Inc. and Subsidiaries	~~S-7~~S-6
	Entergy Texas, Inc. and Subsidiaries	~~S-8~~S-7

Schedules other than those listed above are omitted because they are not required, not applicable, or the required information is shown in the financial statements or notes thereto.

Columns have been omitted from schedules filed because the information is not applicable.

S-1

Table of Contents

																		ENTERGY CORPORATION AND SUBSIDIARIES	SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013									For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C		Column D		Column E			Column B		Column C		Column D		Column E
					Other									Other
	Balance at		Additions		Changes		Balance			Balance at		Additions		Changes		Balance
Description	Beginning of Period		Charged to Income		Deductions (1)		at End of Period			Beginning of Period		Charged to Income		Deductions (1)		at End of Period
Allowance for doubtful accounts
2015											$35,663		$6,926		$2,694		$39,895
2014		$34,311		$4,573		$3,221		$35,663			$34,311		$4,573		$3,221		$35,663
2013		$31,956		$2,355		$—		$34,311			$31,956		$2,355		$—		$34,311
2012		$31,159		$2,448		$1,651		$31,956
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

S-2

Table of Contents

																		ENTERGY ARKANSAS, INC. AND SUBSIDIARIES	SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013									For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C		Column D		Column E			Column B		Column C		Column D		Column E
					Other									Other
	Balance at		Additions		Changes		Balance			Balance at		Additions		Changes		Balance
Description	Beginning of Period		Charged to Income		Deductions (1)		at End of Period			Beginning of Period		Charged to Income		Deductions (1)		at End of Period
Allowance for doubtful accounts
2015											$32,247		$2,759		$780		$34,226
2014		$30,113		$2,881		$747		$32,247			$30,113		$2,881		$747		$32,247
2013		$28,343		$1,770		$—		$30,113			$28,343		$1,770		$—		$30,113
2012		$26,155		$2,188		$—		$28,343
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

S-3

Table of Contents


ENTERGY GULF STATES LOUISIANA, L.L.C.
ENTERGY LOUISIANA, LLC AND SUBSIDIARIES									ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013									For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C		Column D		Column E			Column B		Column C		Column D		Column E
					Other									Other
	Balance at		Additions		Changes		Balance			Balance at		Additions		Changes		Balance
Description	Beginning of Period		Charged to Income		Deductions (1)		at End of Period			Beginning of Period		Charged to Income		Deductions (1)		at End of Period
Allowance for doubtful accounts
2015											$1,609		$3,464		$864		$4,209
2014		$909		$326		$610		$625			$1,874		$842		$1,107		$1,609
2013		$711		$198		$—		$909			$1,578		$296		$—		$1,874
2012		$843		$123		$255		$711
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

S-4

Table of Contents


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
ENTERGY MISSISSIPPI, INC.									ENTERGY MISSISSIPPI, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013									For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C		Column D		Column E			Column B		Column C			Column D		Column E
					Other										Other
	Balance at		Additions		Changes		Balance			Balance at		Additions			Changes		Balance
Description	Beginning of Period		Charged to Income		Deductions (1)		at End of Period			Beginning of Period		Charged to Income			Deductions (1)		at End of Period
Allowance for doubtful accounts
2015											$873		$247			$402		$718
2014		$965		$516		$497		$984			$906		$269			$302		$873
2013		$867		$98		$—		$965			$910		($4	)		$—		$906
2012		$1,147		$121		$401		$867
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

S-5

Table of Contents


ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES										ENTERGY NEW ORLEANS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013										For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C			Column D		Column E			Column B		Column C		Column D		Column E
						Other									Other
	Balance at		Additions			Changes		Balance			Balance at		Additions		Changes		Balance
Description	Beginning of Period		Charged to Income			Deductions (1)		at End of Period			Beginning of Period		Charged to Income		Deductions (1)		at End of Period
Allowance for doubtful accounts
2015												$262		$217		$211		$268
2014		$906		$269			$302		$873			$974		$99		$811		$262
2013		$910		($4	)		$—		$906			$446		$528		$—		$974
2012		$756		$154			$—		$910
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

S-6

Table of Contents

ENTERGY NEW ORLEANS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
(In Thousands)
Column A Column B Column C Column D Column E
Other
Balance at Additions Changes Balance
Description
Beginning
of Period
Charged to Income Deductions (1)
at End
of Period
Allowance for doubtful accounts
2014
$974

$99

$811

$262
2013
$446

$528

$—

$974
2012
$465

$12

$31

$446
Notes:

(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

~~S-7~~

~~Table of Contents~~

																				ENTERGY TEXAS, INC. AND SUBSIDIARIES	SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2014, 2013, and 2012
For the Years Ended December 31, 2015, 2014, and 2013										For the Years Ended December 31, 2015, 2014, and 2013
(In Thousands)
Column A	Column B		Column C			Column D		Column E			Column B		Column C			Column D		Column E
						Other										Other
	Balance at		Additions			Changes		Balance			Balance at		Additions			Changes		Balance
Description	Beginning of Period		Charged to Income			Deductions (1)		at End of Period			Beginning of Period		Charged to Income			Deductions (1)		at End of Period
Allowance for doubtful accounts
2015												$672		$239			$437		$474
2014		$443		$483			$254		$672			$443		$483			$254		$672
2013		$680		($237	)		$—		$443			$680		($237	)		$—		$443
2012		$1,461		($21	)		$760		$680
Notes:
(1) Deductions represent write-offs of accounts receivable balances and are reduced by recoveries of amounts previously written off.

~~S-8~~S-7

Table of Contents

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 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 ~~Gulf States~~ Louisiana



~~(b)~~(a) 1 --	Plan of Merger of Entergy Gulf States ~~Inc. effective December 31, 2007 (2(ii)~~Power, LLC and Entergy Gulf States Louisiana, LLC (2.1 to Form ~~8-K15D5~~8-K12B filed ~~January 7, 2008~~October 1, 2015 in ~~333-148557)~~1-32718).

(a) 2 --	Plan of Merger of Entergy Louisiana, LLC and Entergy Louisiana Power, LLC (2.2 to Form 8-K12B filed October 1, 2015 in 1-32718).

(a) 3 --	Plan of Merger of Entergy Gulf States Power, LLC and Entergy Louisiana Power, LLC (2.3 to Form 8-K12B filed October 1, 2015 in 1-32718).

(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)~~2006 in 1-11299).

(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).

E-1

Table of Contents

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).

~~E-1~~

~~Table of Contents~~

Entergy ~~Gulf States~~ Louisiana



(d) 1 --	~~Articles~~Certificate of ~~Organization~~Formation of Entergy ~~Gulf States~~ Louisiana Power, LLC (including Certificate of Amendment to Certificate of Formation to change the company name to Entergy Louisiana, LLC) effective ~~December 31, 2007 (3(i)~~July 7, 2015 (3.3 to Form ~~8-K15D5~~8-K12B filed ~~January 7, 2008~~October 1, 2015 in ~~333-148557)~~1-32718).

(d) 2 --	~~Operating~~Company Agreement of Entergy ~~Gulf States~~ Louisiana Power, LLC (including First Amendment to Company Agreement to change the company name to Entergy Louisiana, LLC) effective ~~as of December 31, 2007 (3(ii)~~July 7, 2015 (3.4 to Form ~~8-K15D5~~8-K12B filed ~~January 7, 2008 in 333-148557).~~

~~Entergy Louisiana~~



~~(e)~~October 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~~2015 in 1-32718).

Entergy Mississippi



~~(f)~~(e) 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)~~(e) 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)~~(f) 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)~~(f) 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).

Entergy Texas



~~(h)~~(g) 1 --	Certificate of Formation of Entergy Texas, effective December 31, 2007 (3(i) to Form 10 filed March 14, 2008 in 000-53134).

~~(h)~~(g) 2 --	Bylaws of Entergy Texas effective December 31, 2007 (3(ii) to Form 10 filed March 14, 2008 in 000-53134).

E-2

Table of Contents

(4)Instruments Defining Rights of Security Holders, Including Indentures

Entergy Corporation



(a) 1 --	See (4)(b) through (4)~~(h)~~(g) below for instruments defining the rights of holders of long-term debt of System Energy, Entergy Arkansas, Entergy ~~Gulf States Louisiana, Entergy~~ Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.

(a) 2 --	Credit Agreement ($3,500,000,000), dated as of March 9, 2012, among Entergy Corporation, as borrower, the Banks named therein (Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Union Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, KeyBank National Association, Morgan Stanley Bank, N.A., The Royal Bank of Scotland plc, BNP Paribas, Bank of the West, The Bank of New York Mellon, CoBank, ACB, Deutsche Bank AG New York Branch, Regions Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association, SunTrust Bank, National Cooperative Services Corporation, and The Northern Trust Company), Citibank, N.A., as Administrative Agent and LC Issuing Bank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks from time to time parties thereto (4.1 to Form 8-K filed March 14, 2012 in 1-11299).

*(a) 3 --	~~Extension Agreement, dated as of March 1, 2013, to Credit Agreement.~~

*(a) 4 --	~~Extension Agreement, dated as of March 14, 2014, to Credit Agreement.~~

~~(a) 5~~ --	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) ~~6 --~~	~~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) 7~~3 --	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) 84 --	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).

(a) 95 --	Officer’s Certificate for Entergy Corporation relating to 4.50% Senior Note due December 16, 2028 (4(a)7 to Form 10-K for the year ended December 31, 2013 in 1-11299).

(a) 6 --	Officer’s Certificate for Entergy Corporation relating to 4.0% Senior Note due July 15, 2022 (4.02 to Form 8-K dated July 1, 2015 in 1-11299).

(a) 7 --	Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(g) to Form 10-Q for the quarter ended September 30, 2015 in 1-11299).

(a) 8 --	Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(h) to Form 10-Q for the quarter ended September 30, 2015 in 1-11299).

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Table of Contents

System Energy



(b) 1 --	Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-four Supplemental Indentures (A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981 in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-7382 (Thirteenth); B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate dated May 4, 1993 in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); A-2(a) to Rule 24 Certificate filed October 4, 2002 in 70-9753 (Twenty-second); 4(b) to Form 10-Q for the quarter ended September 30, 2007 in 1-9067 (Twenty-third); and 4.42 to Form 8-K dated September 25, 2012 in 1-9067 (Twenty-fourth)).

(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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Table of Contents

Entergy Arkansas



(c) 1 --	Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by ~~seventy-seven~~seventy-eight Supplemental Indentures (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty-fifth); C-1 to Rule 24 Certificate dated December 1, 1982 in 70-6774 (Thirty-sixth); C-1 to Rule 24 Certificate dated February 17, 1983 in 70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate dated December 5, 1984 in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate dated July 6, 1989 in 70-7346 (Forty-first); A-8(c) to Rule 24 Certificate dated February 1, 1990 in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended September 30, 1990 in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate dated November 30, 1990 in 70-7802 (Forty-fourth); A-2(b) to Rule 24 Certificate dated January 24, 1991 in 70-7802 (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth); 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 in 1-10764 (Fifty-second); C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the year ended December 31, 1996 (Fifty-fourth); 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); C-2(a) to Form U5S for the year ended December 31, 2001 (Fifty-seventh); 4(c)1 to Form 10-K for the year December 31, 2002 in 1-10764 (Fifty-eighth); 4(a) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Fifty-ninth); 4(f) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixtieth); 4(h) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixty-first); 4(e) to Form 10-Q for the quarter ended September 30, 2004 in 1-10764 (Sixty-second); 4(c)1 to Form 10-K for the year December 31, 2004 in 1-10764 (Sixty-third); C-2(a) to Form U5S for the year ended December 31, 2004 (Sixty-fourth); 4(c) to Form 10-Q for the quarter ended June 30, 2005 in 1-10764 (Sixty-fifth); 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); 4.06 to Form 8-K dated November 12, 2010 in 1-10764 (Seventieth); 4.06 to Form 8-K dated December 13, 2012 in 1-10764 (Seventy-first); 4(e) to Form 8-K dated January 9, 2013 in 1-10764 (Seventy-second); 4.06 to Form 8-K dated May 30, 2013 in 1-10764 (Seventy-third); 4.06 to Form 8-K dated June 4, 2013 in 1-10764 (Seventy-fourth); 4.02 to Form 8-K dated July 26, 2013 in 1-10764 (Seventy-fifth); 4.05 to Form 8-K dated March 14, 2014 in 1-10764 (Seventy-sixth); ~~and~~ 4.05 to Form 8-K dated December 9, 2014 in 1-10764 ~~(Seventy-Seventh)~~(Seventy-seventh); and 4.05 to Form 8-K dated January 8, 2016 in 1-10764 (Seventy-eighth)).

(c) 2 --	Amended and Restated Credit Agreement ~~($150,000,000),~~ dated as of ~~March 9, 2012,~~August 14, 2015, among Entergy Arkansas, Inc., as ~~borrower,~~ the Banks named therein (Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Union Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, KeyBank National Association, Morgan Stanley Bank, N.A., The Royal Bank of Scotland plc, BNP Paribas, The Bank of New York Mellon, CoBank, ACB, Deutsche Bank AG New York Branch, Regions Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association, SunTrust Bank,Borrower, the banks and ~~National Cooperative Services Corporation),~~other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks ~~from time to time parties~~party thereto ~~(4.2 to Form 8-K filed March 14, 2012 in 1-10764).~~

*(c) 3 --	~~Extension Agreement, dated as of March 1, 2013, to Credit Agreement.~~

*(c) 4 --	~~Extension Agreement, dated as of March 14, 2014, to Credit Agreement.~~

~~E-5~~

~~Table of Contents~~

~~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)(4(i) to Form 10-Q for the quarter ended September 30, ~~2009~~2015 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); 4(f) to Form 8-K filed October 12, 2010 in 0-20371 (Eightieth); and 4.07 to Form 8-K dated July 1, 2014 in 0-20371 (Eighty-first))1-10764).

~~(d) 2 --~~	Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in Registration No. 2-4076).

~~(d)~~(c) 3 --	~~Agreement of Resignation, Appointment and Acceptance,~~Amendment dated as of ~~October 3, 2007,~~August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy ~~Gulf States,~~Arkansas, Inc., ~~JPMorgan Chase~~as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, ~~National Association, as resigning trustee,~~ and ~~The Bank of New York, as successor trustee (4(a)~~the other LC Issuing Banks party thereto (4(j) to Form 10-Q for the quarter ended September 30, ~~2007~~2015 in ~~1-27031)~~1-10764).

~~(d) 4 --~~	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).

~~(d) 5 --~~	Credit Agreement ($150,000,000), dated as of March 9, 2012, among Entergy Gulf States Louisiana, L.L.C., as borrower, the Banks named therein (Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Union Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, KeyBank National Association, Morgan Stanley Bank, N.A., The Royal Bank of Scotland plc, BNP Paribas, The Bank of New York Mellon, CoBank, ACB, Deutsche Bank AG New York Branch, Regions Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association, SunTrust Bank, and National Cooperative Services Corporation), Citibank, N.A., as Administrative Agent and LC Issuing Bank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks from time to time parties thereto (4.3 to Form 8-K filed March 14, 2012 in 0-20371).

*(d) 6 --	~~Extension Agreement, dated as of March 1, 2013, to Credit Agreement.~~

*(d) 7 --	~~Extension Agreement, dated as of March 14, 2014, to Credit Agreement.~~

~~E-6~~E-5

Table of Contents

Entergy Louisiana



~~(e)~~(d) 1 --	Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by ~~seventy-eight~~eighty-two Supplemental Indentures (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth); A-3(a) to Rule 24 Certificate dated March 30, 2004 in 70-10086 (Fifty-seventh); A-3(b) to Rule 24 Certificate dated October 15, 2004 in 70-10086 (Fifty-eighth); 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); 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); 4.08 to Form 8-K dated January 12, 2012 in 1-32718 (Seventy-fourth); 4.08 to Form 8-K dated July 3, 2012 in 1-32718 (Seventy-fifth); 4.08 to Form 8-K dated December 4, 2012 in 1-32718 (Seventy-sixth); 4.08 to Form 8-K dated May 21, 2013 in 1-32718 (Seventy-seventh); 4.08 to Form 8-K dated August 23, 2013 in 1-32718 (Seventy-eighth); 4.08 to Form 8-K dated June 24, 2014 in 1-32718 (Seventy-ninth); 4.08 to Form 8-K dated July 1, 2014 in 1-32718 (Eightieth); ~~and~~ 4.08 to Form 8-K dated November 21, 2014 (Eighty-first); and 4.1 to Form 8-K12B dated October 1, 2015 (Eighty-second)).

~~(e)~~(d) 2 --	Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-1 in Registration No. 33-30660), as supplemented by Lease Supplement No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 1, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 2 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

~~(e)~~(d) 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-7~~E-6

Table of Contents



~~(e)~~(d) 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)~~(d) 5 --	Amended and Restated Credit Agreement ~~($200,000,000),~~ dated as of ~~March 9, 2012,~~August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as ~~borrower,~~ the Banks named therein (Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Union Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, KeyBank National Association, Morgan Stanley Bank, N.A., The Royal Bank of Scotland plc, BNP Paribas, The Bank of New York Mellon, CoBank, ACB, Deutsche Bank AG New York Branch, Regions Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association, SunTrust Bank,Borrowers, the banks and ~~National Cooperative Services Corporation),~~other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks ~~from time to time parties~~party thereto (4.4 to Form ~~8-K~~8-K12B filed ~~March 14, 2012~~October 1, 2015 in 1-32718).

*(e)(d) 6 --	~~Extension~~Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of ~~March~~August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4.5 to Form 8-K12B filed October 1, ~~2013, to Credit Agreement.~~2015 in 1-32718).

*(e)(d) 7 --	~~Extension~~Borrower Assumption Agreement dated as of October 1, 2015 of Entergy Louisiana, LLC [New Entergy Louisiana] under Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Louisiana, LLC [Old Entergy Louisiana] and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto, as amended (4.6 to Form 8-K12B filed October 1, 2015 in 1-32718).

(d) 8 --	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 ~~14,~~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); 4(f) to Form 8-K filed October 12, 2010 in 0-20371 (Eightieth); 4.07 to Form 8-K dated July 1, 2014 in 0-20371 (Eighty-first); 4.2 to ~~Credit Agreement.~~Form 8-K12B dated October 1, 2015 in 1-32718 (Eighty-second); and 4.3 to Form 8-K12B dated October 1, 2015 in 1-32718 (Eighty-third)).

(d) 9 --	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) 10 --	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).

Entergy Mississippi



~~(f)~~(e) 1 --	Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by thirty-one 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); 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); 4.38 to Form 8-K dated May 13, 2011 in 1-31508 (Twenty-ninth); 4.38 to Form 8-K dated December 11, 2012 in 1-31508 (Thirtieth); and 4.05 to Form 8-K dated March 21, 2014 in 1-31508 (Thirty-first)).

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Entergy New Orleans



~~(g)~~(f) 1 --	Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by seventeen 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); 4.02 to Form 8-K dated November 23, 2010 in 0-5807 (Fifteenth); 4.02 to Form 8-K dated November 29, 2012 in 0-5807 (Sixteenth); and 4.02 to Form 8-K dated June 21, 2013 in 0-5807 (Seventeenth)).

*(f) 2 --	Amended and Restated Credit Agreement ($25,000,000), dated as of November 20, 2015, among Entergy New Orleans, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, and Bank of America, N.A., as Administrative Agent.

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Entergy Texas



~~(h)~~(g) 1 --	Credit Agreement ($150,000,000), dated as of March 9, 2012, among Entergy Texas, Inc., as borrower, the Banks named therein (Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Union Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, KeyBank National Association, Morgan Stanley Bank, N.A., The Royal Bank of Scotland plc, BNP Paribas, The Bank of New York Mellon, CoBank, ACB, Deutsche Bank AG New York Branch, Regions Bank, Sumitomo Mitsui Banking Corporation, U.S. Bank National Association, SunTrust Bank, and National Cooperative Services Corporation), Citibank, N.A., as Administrative Agent and LC Issuing Bank, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks from time to time parties thereto (4.5 to Form 8-K filed March 14, 2012 in 1-34360).

*(h) 2 --	~~Extension Agreement, dated as of March 1, 2013, to Credit Agreement.~~

*(h) 3 --	~~Extension Agreement, dated as of March 14, 2014, to Credit Agreement.~~

~~(h) 4 --~~	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) 5~~ --	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) 6~~(g) 2 --	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).

~~(h) 7~~(g) 3 --	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) 8 --~~	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) 9~~(g) 4 --	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).

~~(h) 10~~(g) 5 --	Officer’s Certificate No. 7-B-5 dated May 13, 2014, 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(d)~~(4.40 to Form 8-K dated May 16, 2014 in 1-34360).

(g) 6 --	Officer’s Certificate No. 8-B-6 dated May 18, 2015, 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 May 21, 2015 in 1-34360).

(g) 7 --	Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(k) to Form 10-Q for the quarter ended ~~June~~September 30, ~~2014~~2015 in 1-34360).

(g) 8 --	Amendment dated as of August 28, 2015, to Amended and Restated Credit Agreement dated as of August 14, 2015, among Entergy Texas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto (4(l) to Form 10-Q for the quarter ended September 30, 2015 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).

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(a) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

(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).

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(a) 7 --	Amendment, dated December 19, 2013, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 2013 in 1-11299).

(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).

(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-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2012, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and The Bank of New York Mellon, as successor trustee (10(a)15 to Form 10-K for the year ended December 31, 2012 in 1-11299).

(a) 1614 --	Amendment to the Thirty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of September 18, 2015, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and The Bank of New York Mellon, as successor trustee (4.25 to Form S-3 dated October 2, 2015).

(a) 15 --	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) 1716 --	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).

~~(a) 19~~17 --	Thirty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2012, among Entergy Corporation, System Energy, and The Bank of New York Mellon, as successor trustee (10(a)19 to Form 10-K for the year ended December 31, 2012 in 1-11299).

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(a) 2018 --	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) 2119 --	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) 2220 --	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) 2321 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(a) 2422 --	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) 2523 --	Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

(a) 2624 --	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) 2725 --	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) 2826 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

(a) 2927 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

(a) 3028 --	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) 3129 --	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) 3230 --	First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).

(a) 3331 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(a) 3432 --	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) 3533 --	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).

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(a) 3634 --	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) 3735 --	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) 3836 --	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) 3937 --	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).

(a) 4038 --	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) 4139 --	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).

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(a) 4240 --	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) 4341 --	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) 4442 --	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) 4543 --	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) 4644 --	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 filed on March 24, 2006 in 1-11299).

+(a) 4745 --	First Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective October 26, 2006 (10(a)50 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 4846 --	Second Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective January 1, 2009 (10(a)51 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 4947 --	Third Amendment of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries effective December 30, 2010 (10(a)52 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5048 --	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) 5149 --	First Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective January 1, 2005 (10(a)54 to Form 10-K for the year ended December 31, 2010 in 1-11299).

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+(a) 5250 --	Second Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective October 26, 2006 (10(a)55 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5351 --	Third Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective January 1, 2009 (10(a)56 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5452 --	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) 5553 --	2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (Annex C to 2015 Entergy Corporation’s Definitive Proxy Statement filed on March 20, 2015 in 1-11299).

+(a) 54 --	Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)57 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5655 --	First Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)58 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 5756 --	Second Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)57 to Form 10-K for the year ended December 31, 2011 in 1-11299).

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+(a) 5857 --	Third Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(b) to Form 10-Q for the quarter ended September 30, 2014 in 1-11299).

+(a) 5958 --	Fourth Amendment of the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(c) to Form 10-Q for the quarter ended September 30, 2014 in 1-11299).

+(a) 6059 --	Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)59 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 6160 --	First Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)60 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 6261 --	Second Amendment of the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)60 to Form 10-K for the year ended December 31, 2011 in 1-11299).

+(a) 6362 --	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) 6463 --	Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)62 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 6564 --	First Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)63 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 6665 --	Second Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)64 to Form 10-K for the year ended December 31, 2011 in 1-11299).

+(a) 6766 --	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).

+(a) ~~68--~~67--	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) 6968 --	Second Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)69 to Form 10-K for the year ended December 31, 2010 in 1-11299).

~~E-14~~

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+(a) 7069 --	Third Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)71 to Form 10-K for the year ended December 31, 2011 in 1-11299).

+(a) 7170 --	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) 7271 --	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) 7372 --	Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended and restated effective January 1, 2009 (10(a)74 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 7473 --	First Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)75 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 7574 --	Second Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)76 to Form 10-K for the year ended December 31, 2011 in 1-11299).

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+(a) 7675 --	Third Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective June 19, 2013 (10(b) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).

+(a) 7776 --	Fourth Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(c) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).

+(a) 7877 --	Fifth Amendment of the Pension Equalization Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(a) to Form 10-Q for the quarter ended September 30, 2014 ~~in 1-11299).~~

~~+(a) 79 --~~	Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, as amended and restated effective June 1, 2012 (10(a) to Form 10-Q for the quarter ended September 30, 2012 in 1-11299).

+(a) 80 --	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) 81 --	System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2009 (10(a)78 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 82 --	First Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective December 30, 2010 (10(a)79 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) ~~83 --~~83--	Second Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)81 to Form 10-K for the year ended December 31, 2011 in 1-11299).

+(a) ~~84--~~84 --	Third Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 26, 2012 (10(a)81 to Form 10-K for the year ended December 31, 2013 in 1-11299).

+(a) 85 --	Fourth Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective July 25, 2013 (10(d) to Form 10-Q for the year ended June 30, 2013 in 1-11299).

+(a) 86 --	Fifth Amendment of the System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective July 1, 2014 (10(d) to Form 10-Q for the year ended September 30, 2014 in 1-11299).

+(a) 87 --	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).

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~~+(a) 88 --~~	~~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) 89~~ --	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) 9088 --	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) 9189 --	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) 9290 --	Amendment to Retention Agreement effective January 1, 2009 between Leo P. Denault and Entergy Corporation (10(a)93 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 9391 --	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).

+(a) 9492 --	Amendment to Retention Agreement effective December 30, 2010 between Leo P. Denault and Entergy Corporation (10(a)95 to Form 10-K for the year ended December 31, 2010 in 1-11299).

+(a) 9593 --	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) 9694 --	Entergy Corporation ~~Outside~~Non-Employee Director Stock Program Established under the ~~2011~~2015 Equity Ownership ~~and Long Term Cash Incentive~~ Plan of Entergy Corporation and Subsidiaries ~~(10(b)~~(10(c) to Form 10-Q for the quarter ended June 30, ~~2011~~2015 in 1-11299).

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~~+(a) 97 --~~		First Amendment to Entergy Corporation Outside Director Stock Program Established under the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation Subsidiaries (10(b) to Form 10-Q for the quarter ended September 30, 2012 in 1-11299).

+(a) 9895 --	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) ~~99 --~~96--	~~Executive Annual Incentive Plan~~Form of ~~Entergy Corporation and Subsidiaries as amended and restated effective January 1, 2010 (Annex A to Entergy Corporation’s Definitive Proxy Statement filed on March 17, 2010 in 1-11299).~~

~~+(a) 100 --~~	~~First Amendment of the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 27, 2011 (10(a)106 to Form 10-K for the year ended December 31, 2011 in 1-11299).~~Stock Option Grant Agreement.

*+(a)~~101-~~	~~Form of Stock Option Grant Letter.~~

*+(a)102-97--	Form of Long Term Incentive Program Performance Unit ~~Grant Letter.~~Agreement.

*+(a)~~103-~~98--	Form of Restricted Stock Grant ~~Letter.~~Agreement.

(a) ~~104~~99 --	Employee Matters Agreement, dated as of 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).

*+(a)~~105-~~100-	Retention Agreement effective February 1, 2013 between William M. Mohl and Entergy ~~Corporation.~~Corporation (10(a)105 to Form 10-K for the year ended December 31, 2014 in 1-11299).

+(a)~~106~~101 --	Restricted Units Agreement between Roderick K. West and Entergy Corporation (10(a) to Form 10-Q for the quarter ended June 30, 2013 in 1-11299).

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*+(a)102-	Restricted Stock Unit Agreement between Andrew S. Marsh and Entergy Corporation.

+(a)~~107~~ 103 --	~~Restricted Unit Agreement between Jeffrey S. Forbes and~~Executive Annual Incentive Plan of Entergy Corporation ~~(10(a)109~~and Subsidiaries as amended and restated effective January 1, 2016 (Appendix B to 2015 Entergy Corporation’s Definitive Proxy Statement filed on March 20, 2015 in 1-11299).

+(a) 104 --	Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, as amended and restated effective June 1, 2015 (10(d) to Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~December 31, 2013~~June 30, 2015 in 1-11299).

System Energy



(b) 1 through
(b) 813 -- See 10(a)8 through 10(a)1520 above.

(b) ~~9 through~~
~~(b) 15 -- See 10(a)16 through 10(a)22 above.~~

~~(b) 16~~14 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(b) 1715 --	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).

(b) 1816 --	Operating Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).

(b) 1917 --	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) 2018 --	Loan Agreement, dated as of October 15, 1998, between System Energy and Mississippi Business Finance Corporation (B-6(b) to Rule 24 Certificate dated November 12, 1998 in 70-8511).

(b) 2119 --	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).

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(b) 2220 --	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) 2321 --	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) 2422 --	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) 2523 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).

~~E-17~~

~~Table of Contents~~



(b) 2624 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).

(b) 2725 --	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).

(b) 2826 --	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) 2927 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(b) 3028 --	Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(b) to Rule 24 Certificate dated March 3, 1989 in 70-7604).

(b) 3129 --	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) 3230 --	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) 3331 --	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) 3432 --	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) 3533 --	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) 3634 --	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) 3735 --	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).

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(b) 3836 --	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) 3937 --	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) 4038 --	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) 4139 --	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).

(b) 4240 --	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).

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(b) 4341 --	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) 4442 --	Amendment, dated December 19, 2013, to Service Agreement with Entergy Services (10(b)44 to Form 10-K for the year ended December 31, 2013 in 1-9067).

(b) 4543 --	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) 4644 --	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) 4745 --	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) 4846 --	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) 4947 --	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) 5048 --	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) 5149 --	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) 5250 --	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).

(b) 5351 --	Fifth Amendment and Consent, dated as of November 15, 2012, to Letter of Credit and Reimbursement Agreement (10(b)55 to Form 10-K for the year ended December 31, 2012 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).

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(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).

(c) 5 --	Amendment, dated December 19, 2013, to Service Agreement, with Entergy Services (includes ~~Amended and Restated Service Agreement for Administrative and General Support Services,~~ Service Agreement for Generation Planning and Operational Support Services, and Service Agreement for Transmission Planning and Reliability Support Services, but excludes Amended and Restated Service Agreement for Administrative and General Support Services) (10(c)5 to Form 10-K for the year ended December 31, 2013 in 1-10764).

*(c) 6 --	Amendment, dated November 8, 2015, to Service Agreement, with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services).

(c) 7 through
(c) 13 -- See 10(a)8 through 10(a)1514 above.

~~E-19~~

~~Table of Contents~~



(c) 14 --	Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPA)(13(h) in 2-11467).

(c) 15 --	Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)2 in 2-41080).

(c) 16 --	Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)3 in 2-41080).

(c) 17 --	Amendment, dated September 5, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)4 in 2-41080).

(c) 18 --	Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)5 in 2-41080).

(c) 19 --	Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)6 in 2-41080).

(c) 20 --	Amendment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)7 in 2-41080).

(c) 21 --	Amendment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)8 in 2-41080).

(c) 22 --	Amendment, dated October 14, 1971, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)9 in 2-43175).

(c) 23 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)10 in 2-60233).

(c) 24 --	Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).

(c) 25 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)1 in 2-60233).

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(c) 26 --	Contract, dated May 28, 1943, Amendment to Contract, dated July 21, 1949, and Supplement to Amendment to Contract, dated December 30, 1949, between Entergy Arkansas and McKamie Gas Cleaning Company; Agreements, dated as of September 30, 1965, between Entergy Arkansas and former stockholders of McKamie Gas Cleaning Company; and Letter Agreement, dated June 22, 1966, by Humble Oil & Refining Company accepted by Entergy Arkansas on June 24, 1966 (5(k)7 in 2-41080).

(c) 27 --	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) 28 --	White Bluff Operating Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-2(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).

(c) 29 --	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) 30 --	Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)3 in 2-66235).

(c) 31 --	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).

~~E-20~~

~~Table of Contents~~



(c) 32 --	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) 33 --	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) 34 --	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) 35 --	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) 36 --	Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)7(a) in 2-66235).

(c) 37 --	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) 38 --	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) 39 --	Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 1-10764).

(c) 40 --	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) 41 --	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) 42 --	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).

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(c) 43 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(c) 44 --	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) 45 --	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) 46 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(c) 47 --	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) 48 --	Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

~~E-21~~

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(c) 49 --	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) 50 --	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) 51 --	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) 52 --	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) 53 --	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).

(c) 54 --	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) 55 --	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) 56 --	Coal Supply Agreement, dated December 22, 1976, between System Fuels and Antelope Coal Company (B-1 in 70-5964), as amended by First Amendment (A to Rule 24 Certificate in 70-5964); Second Amendment (A to Rule 24 letter filing dated December 16, 1983 in 70-5964); and Third Amendment (A to Rule 24 letter filing dated November 10, 1987 in 70-5964).

(c) 57 --	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) 58 --	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).

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Table of Contents



(c) 59 --	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) 60 --	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) 61 --	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) 62 --	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) 63 --	Power Coordination, Interchange and Transmission Service Agreement between Entergy Power and Entergy Arkansas, dated as of August 28, 1990 (10(c)71 to Form 10-K for the year ended December 31, 1990 in 1-10764).

(c) 64 --	Loan Agreement, dated as of January 1, 2013, between Jefferson County, Arkansas and Entergy Arkansas relating to Revenue Bonds (Entergy Arkansas, Inc. Project) Series 2013 (4(b) to Form 8-K filed January 9, 2013 in 1-10764).

~~E-22~~

~~Table of Contents~~



(c) 65 --	Loan Agreement, dated as of January 1, 2013, between Independence County, Arkansas and Entergy Arkansas relating to Revenue Bonds (Entergy Arkansas, Inc. Project) Series 2013 (4(d) to Form 8-K filed January 9, 2013 in 1-10764).

Entergy ~~Gulf States~~ Louisiana



(d) 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).

(d) 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).

(d) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

*(d) 4 --	Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services), dated as of October 1, 2015.

*(d) 5 --	Amendment, dated November 8, 2015, to Service Agreement, with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services).

(d) 6 through
(d) 12 -- See 10(a)8 through 10(a)14 above.

(d) 13 --	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).

(d) 14 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

(d) 15 --	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).

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(d) 16 --	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).

(d) 17 --	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).

(d) 18 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(d) 19 --	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).

(d) 20 --	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).

(d) 21 --	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).

(d) 22 --	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) 23 --	Third Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of August 6, 2014 (10(a) to Form 10-Q for the quarter ended June 30, 2014).

(d) 24 --	Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC dated as of September 19, 2015 (10(b) to Form 10-Q for the quarter ended September 30, 2015).

(d) 25 --	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) 26 --	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) 27 --	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).

(d) 28 --	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).

(d) 29 --	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).

(d) 30 --	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) 231 --	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) 332 --	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) 433 --	Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Inc., Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K dated January 29, 1981 in 1-27031).

(d) 534 --	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) 635 --	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) 736 --	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) 837 --	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) 938 --	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) 1039 --	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-23~~

~~Table of Contents~~



+(d) 1140 --	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) 1241 --	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) 1342 --	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).

E-23

Table of Contents



(d) 1443 --	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) 1544 --	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).

(d) 1645 --	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) 1746 --	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) 1847 --	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) 1948 --	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) 2049 --	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) 2150 --	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) 2251 --	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).

+(d) 2352 --	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) ~~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).~~

~~(d) 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).~~

~~E-24~~

~~Table of Contents~~




~~(d) 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 0-20371).

~~(d) 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 0-20371).

~~(d) 28~~53 --	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).

(d) ~~29 --~~	~~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) 30 --~~	Amendment, dated December 19, 2013, to Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services) (10(d)30 to Form 10-K for the year ended December 31, 2013 in 0-20371).

~~(d) 31 --~~	~~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) 32~~54 --	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) 3355 --	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) 3456 --	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).

E-24

Table of Contents

~~(d) 35 --~~		~~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) 3657 --	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) ~~37 --~~	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).

~~(d) 38~~58 --	Asset Purchase Agreement, dated as of December 8, 2014, by and among Union Power Partners, L.P., Entegra TC LLC, Entergy Arkansas, Entergy Gulf States Louisiana, and Entergy Texas (10.1 to Form ~~8-K~~8-K filed December 12, 2014 in 0-20371).

Entergy ~~Louisiana~~Mississippi



(e) 1 --	Agreement dated April 23, 1982, among Entergy ~~Louisiana~~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).

~~E-25~~

~~Table of Contents~~



(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)~~1-31508).

(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~~(D in ~~2-42523)~~37-63).

*(e) 5 --	Amendment, dated ~~December 19, 2013,~~November 8, 2015, to Service Agreement with Entergy Services (includes Service Agreement for Generation Planning and Operational Support Services and Service Agreement for Transmission Planning and Reliability Support Services).

*(e) 6 --	Amendment, dated November 8, 2015, to Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support ~~Services and Service Agreement for Generation Planning and Operational Support~~ Services) ~~(10(e)5 to Form 10-K for the year ended December 31, 2013 in 1-32718)~~.

(e) 67 through
(e) 13 -- See 10(a)8 through 10(a)1514 above.

(e) 14 --	~~Fuel Lease,~~Refunding Agreement, dated as of ~~January 31, 1989,~~May 1, 1999, between ~~River Fuel Company #2, Inc.,~~Entergy Mississippi and ~~Entergy Louisiana (B-1(b)~~Independence County, Arkansas (B-6(a) to Rule 24 Certificate dated June 8, 1999 in ~~70-7580)~~70-8719).

(e) 15 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).

(e) 16 --	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).

(e) 17 --	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).

(e) 18 --	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).

(e) 19 --	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).

(e) 20 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

+(e) 1621 --	~~Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a)~~Post-Retirement Plan (10(d)24 to Form ~~8-K dated June 4, 1982~~10-K for the year ended December 31, 1983 in ~~1-8474)~~0-320).

E-25

Table of Contents



(e) 1722 --	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) 1823 --	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) 1924 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

(e) 2025 --	~~Contract for Disposal~~Sales Agreement, dated as of ~~Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated February 2, 1984, among DOE,~~June 21, 1974, between System ~~Fuels~~Energy and Entergy ~~Louisiana (10(d)33~~Mississippi (D to ~~Form 10-K for the year ended December 31, 1984~~Rule 24 Certificate dated June 26, 1974 in ~~1-8474)~~70-5399).

(e) ~~21--~~26 --	~~Operating~~Service Agreement, ~~between Entergy Operations and Entergy Louisiana,~~ dated as of June ~~6, 1990 (B-2(c)~~21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June ~~15, 1990~~26, 1974 in ~~70-7679)~~70-5399).

(e) 2227 --	~~Guarantee~~Partial Termination Agreement, ~~between Entergy Corporation and Entergy Louisiana,~~ dated as of ~~September 20, 1990 (B-2(a)~~December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated ~~September 27, 1990~~January 8, 1987 in ~~70-7757)~~70-5399).

(e) 2328 --	~~Second Amended~~Middle South Utilities, Inc. and ~~Restated Limited Liability Company~~Subsidiary Companies Intercompany Income Tax Allocation Agreement, ~~of Entergy Holdings Company LLC~~ dated ~~as of July 22, 2010 (10(a)~~April 28, 1988 (D-1 to Form ~~10-Q~~U5S for the ~~quarter~~year ended ~~June 30, 2010)~~December 31, 1987).

(e) 2429 --	~~Third Amended~~First Amendment dated January 1, 1990 to the Middle South Utilities Inc. and ~~Restated Limited Liability Company~~Subsidiary Companies Intercompany Tax Allocation Agreement ~~of Entergy Holdings Company LLC dated as of August 6, 2014 (10(a)~~(D-2 to Form ~~10-Q~~U5S for the ~~quarter~~year ended ~~June 30, 2014)~~December 31, 1989).

(e) 2530 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

(e) 31 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

(e) 32 --	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) 33 --	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)~~1-31508).

(e) 2634 --	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)~~1-31508).

~~E-26~~

~~Table of Contents~~



(e) 2735 --	~~Loan~~Purchase and Sale Agreement by and between Central Mississippi Generating Company, LLC and Entergy Mississippi, Inc., 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)~~March 16, 2005 (10(b) to Form ~~8-K filed October 12, 2010~~10-Q for the quarter ended March 31, 2005 in ~~1-32718)~~1-31508).

Entergy ~~Mississippi~~

New Orleans



(f) 1 --	Agreement, dated April 23, 1982, among Entergy ~~Mississippi~~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).

(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)~~0-5807).

(f) 3 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).

E-26

Table of Contents



(f) 4 --	Service Agreement with Entergy Services dated as of April 1, 1963 (D(5(a)5 in ~~37-63)~~2-42523).

*(f) 5 --	Amendment, dated ~~December 19, 2013,~~November 8, 2015, to Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services) ~~(10(f)5 to Form 10-K for the year ended December 31, 2013 in 1-31508)~~.

(f) 6 through
(f) 1312 -- See 10(a)8 through 10(a)1514 above.

(f) ~~14 --~~	~~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) 15 --~~	~~Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).~~

~~(f) 16 --~~	~~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) 17 --~~	~~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) 18 --~~	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) 19 --~~	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) 20~~13 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).

+(f) ~~21 --~~	~~Post-Retirement Plan (10(d)24 to Form 10-K for the year ended December 31, 1983 in 0-320).~~

~~(f) 22~~14 --	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) ~~23 --~~	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-27~~

~~Table of Contents~~



~~(f) 24 --~~	~~Revised Unit Power Sales Agreement (10(ss) in 33-4033).~~

~~(f) 25 --~~	~~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) 26 --~~	~~Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).~~

~~(f) 27 --~~	~~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) 28 --~~	~~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) 29 --~~	~~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) 30 --~~	~~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) 31 --~~	~~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) 32 --~~	~~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) 33 --~~	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) 34 --~~	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) 35 --~~	Purchase and Sale Agreement by and between Central Mississippi Generating Company, LLC and Entergy Mississippi, Inc., dated as of March 16, 2005 (10(b) to Form 10-Q for the quarter ended March 31, 2005 in 1-31508).

~~Entergy New Orleans~~



~~(g) 1 --~~	Agreement, dated April 23, 1982, among Entergy New Orleans and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

~~(g) 2 --~~	~~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 December 19, 2013, to Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services) (10(g)5 to Form 10-K for the year ended December 31, 2013 in 0-5807).

~~E-28~~

~~Table of Contents~~



~~(g) 6 through~~
~~(g) 13 -- See 10(a)8 through 10(a)~~15 ~~above.~~

~~(g) 14 --~~	~~Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).~~

~~(g) 15 --~~	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) 16~~ --	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) 17~~(f) 16 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).

~~(g) 18~~(f) 17 --	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) 19~~(f) 18 --	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) 20~~(f) 19 --	First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

~~(g) 21~~(f) 20 --	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) 22~~(f) 21 --	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) 23~~(f) 22 --	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) 24~~(f) 23 --	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).

~~(g) 25~~(f) 24 --	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) 26~~(f) 25 --	Chapter 11 Plan of Reorganization of Entergy New Orleans, Inc., as modified, dated May 2, 2007, confirmed by bankruptcy court order dated May 7, 2007 (2(a) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).

E-27

Table of Contents

Entergy Texas



~~(h)~~(g) 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)~~(g) 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).

~~E-29~~

~~Table of Contents~~




~~(h)~~(g) 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)~~(g) 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)~~(g) 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)~~(g) 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).

~~(h)~~(g) 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)~~(g) 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)~~(g) 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).

+~~(h)~~(g) 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)~~(g) 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)~~(g) 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).

E-28

Table of Contents

~~(h)~~

(g) 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)~~(g) 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)~~(g) 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).

~~E-30~~

~~Table of Contents~~



+~~(h)~~(g) 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)~~(g) 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)~~(g) 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).

~~(h)~~(g) 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)~~(g) 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)~~(g) 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)~~*(g) 22 --	Amendment, dated ~~December 19, 2013,~~November 8, 2015, to Service Agreement with Entergy Services (includes Amended and Restated Service Agreement for Administrative and General Support Services and Service Agreement for Generation Planning and Operational Support Services) ~~(10(h)22 to Form 10-K for the year ended December 31, 2013 in 1-34360)~~.

(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)~~(d)	Entergy New Orleans’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

*~~(f)~~(e)	Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.

*~~(g)~~(f)	System Energy’s Computation of Ratios of Earnings to Fixed Charges, as defined.

*(21) Subsidiaries of the Registrants

E-29

Table of Contents

(23) Consents of Experts and Counsel



*(a)	The consent of Deloitte & Touche LLP is contained herein at page ~~528.~~512.

*(24) Powers of Attorney

~~E-31~~

~~Table of Contents~~

(31) Rule 13a-14(a)/15d-14(a) Certifications



*(a)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

*(b)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

*(c)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

*(d)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

*(e)	Rule 13a-14(a)/15d-14(a) Certification for Entergy ~~Gulf States~~ Louisiana.

*(f)	Rule 13a-14(a)/15d-14(a) Certification for Entergy ~~Gulf States~~ Louisiana.

*(g)	Rule 13a-14(a)/15d-14(a) Certification for Entergy ~~Louisiana.~~Mississippi.

*(h)	Rule 13a-14(a)/15d-14(a) Certification for Entergy ~~Louisiana.~~Mississippi.

*(i)	~~Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.~~

*(j)	~~Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.~~

*(k)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

*~~(l)~~(j)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

*~~(m)~~(k)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

*~~(n)~~(l)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

*~~(o)~~(m)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

*~~(p)~~(n)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

~~E-32~~E-30

Table of Contents

(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.~~Mississippi.

*(h)	Section 1350 Certification for Entergy ~~Louisiana.~~Mississippi.

*(i)	~~Section 1350 Certification for Entergy Mississippi.~~

*(j)	~~Section 1350 Certification for Entergy Mississippi.~~

*(k)	Section 1350 Certification for Entergy New Orleans.

*~~(l)~~(j)	Section 1350 Certification for Entergy New Orleans.

*~~(m)~~(k)	Section 1350 Certification for Entergy Texas.

*~~(n)~~(l)	Section 1350 Certification for Entergy Texas.

*~~(o)~~(m)	Section 1350 Certification for System Energy.

*~~(p)~~(n)	Section 1350 Certification for System Energy.

(101) XBRL Documents

Entergy Corporation



*INS -	XBRL Instance Document.

*SCH -	XBRL Taxonomy Extension Schema Document.

*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-33~~E-31



(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, ~~2014~~2015
	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~~ 1-35747	ENTERGY ~~MISSISSIPPI,~~NEW ORLEANS, INC. (a ~~Mississippi~~Louisiana corporation) ~~308 East Pearl~~1600 Perdido Street ~~Jackson, Mississippi 39201~~New Orleans, Louisiana 70112 Telephone ~~(601) 368-5000~~(504) 670-3700 ~~64-0205830~~72-0273040


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.~~1-34360 ~~(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)~~ ~~4809 Jefferson Highway~~ ~~Jefferson, Louisiana 70121~~ ~~Telephone (504) 576-4000~~ ~~74-0662730~~	~~1-34360~~	ENTERGY TEXAS, INC. (a Texas corporation) 9425 Pinecroft The Woodlands, TX 77380 Telephone (409) 981-2000 61-1435798


1-32718	ENTERGY LOUISIANA, LLC (a Texas limited liability company) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 ~~75-3206126~~47-4469646	1-09067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 72-0752777


1-31508	ENTERGY MISSISSIPPI, INC. (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 64-0205830



Registrant	Title of Class	Name of Each Exchange on Which Registered

Entergy Corporation	Common Stock, $0.01 Par Value – ~~179,697,449~~178,492,025 shares outstanding at January ~~30, 2015~~29, 2016	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.
	Mortgage Bonds, 4.90% Series due December 2052	New York Stock Exchange, Inc.
	Mortgage Bonds, 4.75% Series due June 2063	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.
	Mortgage Bonds, 5.25% Series due July 2052	New York Stock Exchange, Inc.
	Mortgage Bonds, 4.70% Series due June 2063	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 New Orleans, Inc.	Mortgage Bonds, 5.0% Series due December 2052	New York Stock Exchange, Inc.

Entergy Texas, Inc.	Mortgage Bonds, 5.625% Series due June 2064	New York Stock Exchange, Inc.



Registrant	Title of Class

Entergy Arkansas, Inc.	Preferred Stock, Cumulative, $100 Par Value Preferred Stock, Cumulative, $0.01 Par Value

Entergy ~~Gulf States Louisiana, L.L.C.~~	~~Common Membership Interests~~

~~Entergy~~ Mississippi, Inc.	Preferred Stock, Cumulative, $100 Par Value

Entergy New Orleans, Inc.	Preferred Stock, Cumulative, $100 Par Value

Entergy Texas, Inc.	Common Stock, no par value



	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company

Entergy Corporation	ü
Entergy Arkansas, Inc.			ü
~~Entergy Gulf States Louisiana, L.L.C.~~			ü
Entergy Louisiana, LLC			ü
Entergy Mississippi, Inc.			ü
Entergy New Orleans, Inc.			ü
Entergy Texas, Inc.			ü
System Energy Resources, Inc.			ü



	SEC Form 10-K Reference Number	Page Number

Forward-looking information		iv
Definitions		vi
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.	52
Report of Independent Registered Public Accounting Firm		53
Consolidated ~~Income~~ Statements of Operations For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	54
Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	55
Consolidated Statements of Cash Flows For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	56
Consolidated Balance Sheets, December 31, ~~2014~~2015 and ~~2013~~2014	Part II. Item 8.	58
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	60
Notes to Financial Statements	Part II. Item 8.	61
Entergy’s Business	Part I. Item 1.	~~235~~237
Utility	Part I. Item 1.	~~235~~237
Entergy Wholesale Commodities	Part I. Item 1.	~~253~~254
Regulation of Entergy’s Business	Part I. Item 1.	~~257~~258
Litigation		~~272~~274
Employees		~~273~~275
Availability of SEC filings and other information on Entergy’s website		~~273~~275
Risk Factors	Part I. Item 1A.	~~274~~276
Unresolved Staff Comments	Part I. Item 1B.	None
Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~296~~300
Report of Independent Registered Public Accounting Firm		~~315~~321
Consolidated Income Statements For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	~~316~~322
Consolidated Statements of Cash Flows For the Years Ended December 31, ~~2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~317~~
~~Consolidated Balance Sheets, December 31,~~2015, 2014, and 2013	Part II. Item 8.	~~318~~323
Consolidated Balance Sheets, December 31, 2015 and 2014	Part II. Item 8.	324
Consolidated Statements of Changes in Common Equity for the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	~~320~~326
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	~~321~~
~~Entergy Gulf States Louisiana, L.L.C.~~
~~Management’s Financial Discussion and Analysis~~	~~Part II. Item 7.~~	~~322~~
~~Report of Independent Registered Public Accounting Firm~~		~~342~~
~~Income Statements For the Years Ended December 31, 2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~343~~
~~Statements of Comprehensive Income For the Years Ended December 31, 2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~344~~
~~Statements of Cash Flows For the Years Ended December 31, 2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~345~~
~~Balance Sheets, December 31, 2014 and 2013~~	~~Part II. Item 8.~~	~~346~~



~~Statements of Changes in Equity for the Years Ended December 31, 2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~348~~
~~Selected Financial Data - Five-Year Comparison~~	~~Part II. Item 6.~~	~~349~~327
Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis	Part II. Item 7.	~~350~~328
Report of Independent Registered Public Accounting Firm		~~370~~352
Consolidated Income Statements For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	~~371~~353
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013	Part II. Item 8.	~~372~~354
Consolidated Statements of Cash Flows For the Years Ended December 31, ~~2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~373~~
~~Consolidated Balance Sheets, December 31,~~2015, 2014, and 2013	Part II. Item 8.	~~374~~355



~~Balance Sheets, December 31, 2014 and 2013~~	~~Part II. Item 8.~~	~~450~~
~~Statements of Changes in Common Equity for the Years Ended December 31, 2014, 2013, and 2012~~	~~Part II. Item 8.~~	~~452~~
~~Selected Financial Data - Five-Year Comparison~~	~~Part II. Item 6.~~	~~453~~
~~Properties~~	~~Part I. Item 2.~~	~~454~~
~~Legal Proceedings~~	~~Part I. Item 3.~~	~~454~~
~~Mine Safety Disclosures~~	~~Part I. Item 4.~~	~~454~~
~~Executive Officers of Entergy Corporation~~	~~Part I. and Part III. Item 10.~~	~~454~~
~~Market for Registrants’ Common Equity and Related Stockholder Matters~~	~~Part II. Item 5.~~	~~456~~
Selected Financial Data	Part II. Item 6.	~~457~~445
Management’s Discussion and Analysis of Financial Condition and Results of Operations	Part II. Item 7.	~~458~~446
Quantitative and Qualitative Disclosures About Market Risk	Part II. Item 7A.	~~458~~446
Financial Statements and Supplementary Data	Part II. Item 8.	~~458~~446
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Part II. Item 9.	~~458~~446
Controls and Procedures	Part II. Item 9A.	~~458~~446
Attestation Report of Registered Public Accounting Firm	Part II. Item 9A.	~~460~~448
Directors and Executive Officers of the Registrants	Part III. Item 10.	~~461~~449
Executive Compensation	Part III. Item 11.	~~468~~455
Security Ownership of Certain Beneficial Owners and Management	Part III. Item 12.	~~510~~496
Certain Relationships and Related Transactions and Director Independence	Part III. Item 13.	~~515~~499
Principal Accountant Fees and Services	Part III. Item 14.	~~516~~501
Exhibits and Financial Statement Schedules	Part IV. Item 15.	~~519~~504
Signatures		~~520~~505
Consents of Independent Registered Public Accounting Firm		~~528~~512
Report of Independent Registered Public Accounting Firm		~~529~~513
Index to Financial Statement Schedules		S-1
Exhibit Index		E-1



Abbreviation or Acronym	Term

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
ASLB	Atomic Safety and Licensing Board, the board within the NRC that conducts hearings and performs other regulatory functions that the NRC authorizes
ASU	Accounting Standards Update issued by the FASB
Board	Board of Directors of Entergy Corporation
Cajun	Cajun Electric Power Cooperative, Inc.
capacity factor	Actual plant output divided by maximum potential plant output for the period
City Council or Council	Council of the City of New Orleans, Louisiana
D. C. Circuit	U.S. Court of Appeals for the District of Columbia Circuit
DOE	United States Department of Energy
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 Louisiana limited liability 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. Effective October 1, 2015, the business of Entergy Gulf States Louisiana was combined with Entergy Louisiana.
Entergy Louisiana	Entergy Louisiana, LLC, a Texas limited liability company formally created as part of the combination of Entergy Gulf States Louisiana and the company formerly known as Entergy Louisiana, LLC (Old Entergy Louisiana) into a single public utility company and the successor to Old Entergy Louisiana for financial reporting purposes.
Entergy Texas	Entergy Texas, Inc., a ~~company~~Texas corporation 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, operation, and decommissioning of nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by its operating power 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
FitzPatrick	James A. FitzPatrick Nuclear Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
FTR	Financial transmission right
Grand Gulf	Unit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy



Abbreviation or Acronym	Term

GWh	Gigawatt-hour(s), which equals one million kilowatt-hours
Independence	Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power, LLC
Indian Point 2	Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment



~~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	Midcontinent Independent 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)~~kilowatts
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 to net capital 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~~
Palisades	Palisades ~~Power~~Nuclear Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Parent & Other	The portions of Entergy not included in the Utility or Entergy Wholesale Commodities segments, primarily consisting of the activities of the parent company, Entergy Corporation
Pilgrim	Pilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
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
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.



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



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

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. Entergy Arkansas terminated its participation in the System Agreement effective December 18, 2013. Entergy Mississippi terminated its participation in the System Agreement effective November 7, 2015.
System Energy	System Energy Resources, Inc.
System Fuels	System Fuels, Inc.
TWh	Terawatt-hour(s), which equals one billion kilowatt-hours
~~U.K.~~	~~United Kingdom of Great Britain and Northern Ireland~~
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 (prior to the completion of the business combination with Entergy 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, which ceased power production in December 2014
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


	% of Revenue			% of Net Income						% of Total Assets						% of Revenue			% of Net Income (Loss)						% of Total Assets
Segment	2014	2013	2012	2014		2013		2012		2014		2013		2012		2015	2014	2013	2015		2014		2013		2015		2014		2013
Utility	78	80	78	88		116		110		82		82		82		82	78	80	711		88		116		86		82		82
Entergy Wholesale Commodities	22	20	22	31		6		5		22		22		22		18	22	20	(680	)	31		6		18		22		22
Parent & Other	—	—	—	(19	)	(22	)	(15	)	(4	)	(4	)	(4	)	—	—	—	(131	)	(19	)	(22	)	(4	)	(4	)	(4	)


	Utility			Entergy Wholesale Commodities			Parent & Other			Entergy			Utility			Entergy Wholesale Commodities			Parent & Other			Entergy
	(In Thousands)												(In Thousands)
2013 Consolidated Net Income (Loss)		$846,215			$42,976			($158,619	)		$730,572
2014 Consolidated Net Income (Loss)														$846,496			$294,521			($180,760	)		$960,257

Net revenue (operating revenue less fuel expense, purchased power, and other regulatory charges/credits)	210,893			422,147			(17,519		)	615,521			94,195			(558,060		)	(1,885		)	(465,750		)
Other operation and maintenance	12,369			(25,043		)	(8,724		)	(21,398		)	166,812			(123,645		)	1,278			44,445
Asset write-off, impairments, and related charges	62,814			(221,809		)	(2,790		)	(161,785		)
Asset write-offs, impairments, and related charges													(3,553		)	1,928,707			—			1,925,154
Taxes other than income taxes	2,760			1,709			(213		)	4,256			35,010			(20,196		)	2			14,816
Depreciation and amortization	(2,019		)	60,053			(440		)	57,594			57,076			(36,892		)	(1,546		)	18,638
Gain on sale of business	—			(43,569		)	—			(43,569		)	—			154,037			—			154,037
Other income	1,795			(23,642		)	(13,272		)	(35,119		)	(3,993		)	(4,899		)	(18,607		)	(27,499		)
Interest expense	22,556			323			591			23,470			11,403			10,142			(5,583		)	15,962
Other expenses	7,696			33,699			—			41,395			10,821			(19,533		)	—			(8,712		)
Income taxes	106,231			254,459			2,926			363,616			(455,387		)	(787,327		)	10,190			(1,232,524		)
2014 Consolidated Net Income (Loss)		$846,496			$294,521			($180,760	)		$960,257
2015 Consolidated Net Income (Loss)														$1,114,516			($1,065,657	)		($205,593	)		($156,734	)


	2014		2013		2015			2014
Debt to capital	57.6	%	57.9	%	59.1	%		57.4	%
Effect of excluding securitization bonds	(1.4	%)	(1.6	%)	(1.4	%)	��	(1.4	%)
Debt to capital, excluding securitization bonds (a)	56.2	%	56.3	%	57.7	%		56.0	%
Effect of subtracting cash	(2.8	%)	(1.5	%)	(2.7	%)		(2.8	%)
Net debt to net capital, excluding securitization bonds (a)	53.4	%	54.8	%	55.0	%		53.2	%


Long-term debt maturities and estimated interest payments	2015		2016		2017		2018-2019		after 2019		2016		2017		2018		2019-2020		after 2020
	(In Millions)										(In Millions)
Utility		$882		$746		$886		$2,070		$13,997		$743		$890		$1,308		$1,978		$13,410
Entergy Wholesale Commodities	19		2		2		4		53		3		2		13		2		26
Parent and Other	624		60		537		757		466		89		566		66		1,403		690
Total		$1,525		$808		$1,425		$2,831		$14,516		$835		$1,458		$1,387		$3,383		$14,126


Capacity (a)	Borrowings	Letters of Credit	Capacity Available	Borrowings	Letters of Credit	Capacity Available
(In Millions)
$3,500	$695	$9	$2,796	$835	$9	$2,656



	2015	2014
Owned capacity (MW) (a)	4,880	6,068
GWh billed	39,745	44,424
Average revenue per MWh	$51.88	$60.84

Entergy Wholesale Commodities Nuclear Fleet
Capacity factor	91%	91%
GWh billed	35,859	40,253
Average revenue per MWh	$51.49	$60.35
Refueling Outage Days:
FitzPatrick	—	44
Indian Point 2	—	24
Indian Point 3	23	—
Palisades	32	56
Pilgrim	34	—


(a)	The reduction in owned capacity is due to the retirement of the 605 MW Vermont Yankee plant in December 2014 and the sale of the 583 MW Rhode Island State Energy Center in December 2015.



	2014	2013
Owned capacity (MW)	6,068	6,068
GWh billed	44,424	45,127
Average realized price per MWh	$60.84	$50.86

Entergy Wholesale Commodities Nuclear Fleet
Capacity factor	91%	89%
GWh billed	40,253	40,167
Average realized revenue per MWh	$60.35	$50.15
Refueling Outage Days:
FitzPatrick	44	—
Indian Point 2	24	—
Indian Point 3	—	28
Palisades	56	—
Pilgrim	—	45
Vermont Yankee	—	27


~~(a)~~	~~The reduction in owned capacity is due to the retirement of the 544 MW Ritchie Unit 2 in November 2013.~~


(a)	Calculation excludes the Arkansas, Louisiana, New Orleans and Texas securitization bonds, which are non-recourse to Entergy Arkansas, Entergy Louisiana, Entergy New Orleans, and Entergy Texas, respectively.



Company	Expiration Date	Amount of Facility	Interest Rate (a)	Amount Drawn as of December 31, ~~2014~~2015	Letters of Credit Outstanding as of December 31, 2015
Entergy Arkansas	April ~~2015~~2016	$20 million (b)	~~1.67%~~1.92%	—	—
Entergy Arkansas	~~March 2019~~August 2020	$150 million (c)	~~1.67%~~1.92%	—
~~Entergy Gulf States Louisiana~~	~~March 2019~~	~~$150 million (d)~~	~~1.42%~~	—
Entergy Louisiana	~~March 2019~~August 2020	$~~200~~350 million (d)	1.67%	—	$3.1 million
Entergy Mississippi	May 2016	$10 million (e)	~~1.42%~~1.92%	—	—
Entergy Mississippi	May ~~2015~~2016	$1020 million ~~(f)~~(e)	~~1.67%~~1.92%	—	—
Entergy Mississippi	May ~~2015~~2016	$2035 million ~~(f)~~(e)	~~1.67%~~1.92%	—	—
Entergy Mississippi	May ~~2015~~	~~$35 million (f)~~	~~1.67%~~	—
~~Entergy Mississippi~~	~~May 2015~~2016	$37.5 million ~~(f)~~(e)	~~1.67%~~1.92%	—	—
Entergy New Orleans	November ~~2015~~2018	$25 million	~~1.92%~~2.17%	—	—
Entergy Texas	~~March 2019~~August 2020	$150 million ~~(g)~~(f)	~~1.67%~~1.92%	—	$1.3 million


(a)	The interest rate is the rate as of December 31, ~~2014~~2015 that would be applied to outstanding borrowings under the facility.


(b)	Borrowings under this Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable at Entergy Arkansas’s option.


(c)	The credit facility allows Entergy Arkansas to issue letters of credit against 50% of the borrowing capacity of the facility. ~~As of December 31, 2014, no letters of credit were outstanding.~~


(d)	The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. As of December 31, 2014, no letters of credit were outstanding.


~~(e)~~	The credit facility allows Entergy Louisiana to issue letters of credit against 50% of the borrowing capacity of the facility. ~~As of December 31, 2014, no letters of credit were outstanding.~~


~~(f)~~ (e)	Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable at Entergy Mississippi’s option.


~~(g)~~(f)	The credit facility allows Entergy Texas to issue letters of credit against 50% of the borrowing capacity of the facility. ~~As of December 31, 2014, $1.3 million in letters of credit were outstanding.~~


Contractual Obligations	2015		2016-2017		2018-2019		after 2019		Total		2016		2017-2018		2019-2020		after 2020		Total
	(In Millions)										(In Millions)
Long-term debt (a)		$1,525		$2,233		$2,831		$14,516		$21,105		$835		$2,845		$3,383		$14,126		$21,189
Capital lease payments (b)		$5		$8		$7		$28		$48		$5		$8		$6		$25		$44
Operating leases (b) (c)		$90		$139		$97		$96		$422		$78		$117		$84		$80		$359
Purchase obligations (d)		$1,898		$2,738		$2,405		$5,821		$12,862		$1,584		$2,684		$1,803		$4,165		$10,236


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


(b)	Lease obligations are discussed in Note 10 to the financial statements.


(c)	Does not include power purchase agreements that are accounted for as leases that are included in purchase obligations.


(d)	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.


Planned construction and capital investments	2015		2016		2017		2016		2017		2018
	(In Millions)						(In Millions)
Utility:
Generation		$1,585		$635		$1,040		$1,790		$1,155		$1,380
Transmission	805		670		665		715		850		725
Distribution	715		700		650		775		810		755
Other	230		190		155		270		200		185
Total	3,335		2,195		2,510		3,550		3,015		3,045
Entergy Wholesale Commodities	425		265		275		260		235		215
Total		$3,760		$2,460		$2,785		$3,810		$3,250		$3,260



Company		Authorized Return on Common Equity

Entergy Arkansas		~~9.5%~~9.25%-10.25%
Entergy ~~Gulf States~~ Louisiana		9.15%-10.75% Electric; 9.45%-10.45% Gas
~~Entergy Louisiana~~		~~9.15% - 10.75%~~
Entergy Mississippi		10.07%
Entergy New Orleans		10.7% - 11.5% Electric; 10.25% - 11.25% Gas
Entergy Texas		9.8%