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ENTERGY ARKANSAS, LLC - Quarter Report: 2011 September (Form 10-Q)

a06211.htm


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

FORM 10-Q

(Mark One)
 
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the Quarterly Period Ended September 30, 2011
 
                                            OR
 
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from ____________ to ____________

 
Commission
File Number
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices, Telephone
Number, and IRS Employer Identification No.
 
 
Commission
File Number
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices, Telephone
Number, and IRS Employer Identification No.
1-11299
ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
72-1229752
 
1-31508
ENTERGY MISSISSIPPI, INC.
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
64-0205830
         
         
1-10764
ENTERGY ARKANSAS, INC.
(an Arkansas corporation)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000
71-0005900
 
0-05807
ENTERGY NEW ORLEANS, INC.
(a Louisiana corporation)
1600 Perdido Street
New Orleans, Louisiana 70112
Telephone (504) 670-3700
72-0273040
         
         
0-20371
ENTERGY GULF STATES LOUISIANA, L.L.C.
(a Louisiana limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (800) 368-3749
74-0662730
 
1-34360
ENTERGY TEXAS, INC.
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 981-2000
61-1435798
         
         
1-32718
ENTERGY LOUISIANA, LLC
(a Texas limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (800) 368-3749
75-3206126
 
1-09067
SYSTEM ENERGY RESOURCES, INC.
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
72-0752777
         

__________________________________________________________________________________________

 
 

 

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

Indicate by check mark whether the registrants have submitted electronically and posted on Entergy’s corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 
Large
accelerated
filer
 
 
Accelerated
filer
 
Non-
accelerated
filer
 
Smaller
reporting
company
Entergy Corporation
Ö
           
Entergy Arkansas, Inc.
       
Ö
   
Entergy Gulf States Louisiana, L.L.C.
       
Ö
   
Entergy Louisiana, LLC
       
Ö
   
Entergy Mississippi, Inc.
       
Ö
   
Entergy New Orleans, Inc.
       
Ö
   
Entergy Texas, Inc.
       
Ö
   
System Energy Resources, Inc.
       
Ö
   

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No þ

Common Stock Outstanding
 
Outstanding at October 31, 2011
Entergy Corporation
($0.01 par value)
176,116,403

Entergy Corporation, 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. separately file this combined Quarterly Report on Form 10-Q.  Information contained herein relating to any individual company is filed by such company on its own behalf.  Each company reports herein only as to itself and makes no other representations whatsoever as to any other company.  This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2010 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, filed by the individual registrants with the SEC, and should be read in conjunction therewith.



ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2011

 
Page Number
   
iv
vi
Entergy Corporation and Subsidiaries
 
 
1
10
15
16
18
18
18
21
22
24
26
27
28
73
Entergy Arkansas, Inc. and Subsidiaries
 
 
74
76
78
78
79
79
79
80
81
82
84
85
Entergy Gulf States Louisiana, L.L.C.
 
 
86
88
91
92
92
92
92
93
95
96
98
99
   


ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2011

 
Page Number
   
Entergy Louisiana, LLC and Subsidiaries
 
 
100
102
105
106
106
106
106
107
109
110
112
113
Entergy Mississippi, Inc.
 
 
114
116
119
119
119
120
121
122
124
125
Entergy New Orleans, Inc.
 
 
126
128
130
130
130
130
131
133
134
136
137
   


ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2011

 
Page Number
   
Entergy Texas, Inc. and Subsidiaries
 
 
138
141
143
143
143
143
144
145
146
148
149
System Energy Resources, Inc.
 
 
150
150
152
152
152
153
155
156
158
 
159
159
159
160
164
167




FORWARD-LOOKING INFORMATION

In this combined report and from time to time, Entergy Corporation and the Registrant Subsidiaries each makes statements as a registrant concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance.  Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “intend,” “expect,” “estimate,” “continue,” “potential,” “plan,” “predict,” “forecast,” and other similar words or expressions are intended to identify forward-looking statements but are not the only means to identify these statements.  Although each of these registrants believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct.  Any forward-looking statement is based on information current as of the date of this combined report and speaks only as of the date on which such statement is made.  Except to the extent required by the federal securities laws, these registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Forward-looking statements involve a number of risks and uncertainties.  There are factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including those factors discussed or incorporated by reference in (a) Item 1A. Risk Factors in the Form 10-K, (b) Management’s Financial Discussion and Analysis in the Form 10-K and in this report, and (c) the following factors (in addition to others described elsewhere in this combined report and in subsequent securities filings):

·  
resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, and other regulatory proceedings, including those related to Entergy’s System Agreement or any successor agreement or arrangement, Entergy’s utility supply plan, recovery of storm costs, and recovery of fuel and purchased power costs
·  
changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, the operations of the independent coordinator of transmission for Entergy’s utility service territory and transition to a successor or alternative arrangement, including possible participation in a regional transmission organization, and the application of more stringent transmission reliability requirements or market power criteria by the FERC
·  
changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of nuclear generating facilities, particularly those owned or operated by the Entergy Wholesale Commodities business, and the effects of new or existing safety concerns regarding nuclear power plants and nuclear fuel
·  
resolution of pending or future applications for license renewals or modifications of nuclear generating facilities
·  
the performance of and deliverability of power from Entergy’s generation resources, including the capacity factors at its nuclear generating facilities
·  
Entergy’s ability to develop and execute on a point of view regarding future prices of electricity, natural gas, and other energy-related commodities
·  
prices for power generated by Entergy’s merchant generating facilities and the ability to hedge, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Entergy Wholesale Commodities nuclear plants
·  
the prices and availability of fuel and power Entergy must purchase for its Utility customers, and Entergy’s ability to meet credit support requirements for fuel and power supply contracts
·  
volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
·  
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
·  
changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances, and changes in costs of compliance with environmental and other laws and regulations




FORWARD-LOOKING INFORMATION (Concluded)

·  
uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel and nuclear waste storage and disposal
·  
variations in weather and the occurrence of hurricanes and other storms and disasters, including uncertainties associated with efforts to remediate the effects of hurricanes and ice storms and the recovery of costs associated with restoration, including accessing funded storm reserves, federal and local cost recovery mechanisms, securitization, and insurance
·  
effects of climate change
·  
Entergy’s ability to manage its capital projects and operation and maintenance costs
·  
Entergy’s ability to purchase and sell assets at attractive prices and on other attractive terms
·  
the economic climate, and particularly economic conditions in Entergy’s Utility service territory and the Northeast United States and events that could influence economic conditions in those areas
·  
the effects of Entergy’s strategies to reduce tax payments
·  
changes in the financial markets, particularly those affecting the availability of capital and Entergy’s ability to refinance existing debt, execute share repurchase programs, and fund investments and acquisitions
·  
actions of rating agencies, including changes in the ratings of debt and preferred stock, changes in general corporate ratings, and changes in the rating agencies’ ratings criteria
·  
changes in inflation and interest rates
·  
the effect of litigation and government investigations or proceedings
·  
advances in technology
·  
the potential effects of threatened or actual terrorism, cyber attacks or data security breaches, and war or a catastrophic event such as a nuclear accident or a natural gas pipeline explosion
·  
Entergy’s ability to attract and retain talented management and directors
·  
changes in accounting standards and corporate governance
·  
declines in the market prices of marketable securities and resulting funding requirements for Entergy’s defined benefit pension and other postretirement benefit plans
·  
changes in decommissioning trust fund values or earnings or in the timing of or cost to decommission nuclear plant sites
·  
factors that could lead to impairment of long-lived assets
·  
the ability to successfully complete merger, acquisition, or divestiture plans, regulatory or other limitations imposed as a result of merger, acquisition, or divestiture, and the success of the business following a merger, acquisition, or divestiture



DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:
 
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
ASU
Accounting Standards Update issued by the FASB
Board
Board of Directors of Entergy Corporation
bundled energy and
capacity contract
A contract for the sale of installed capacity and related energy, priced per megawatt-hour sold
capacity contract
A contract for the sale of the installed capacity product in regional markets managed by ISO New England and the New York Independent System Operator
capacity factor
Actual plant output divided by maximum potential plant output for the period
City Council or Council
Council of the City of New Orleans, Louisiana
D.C. Circuit
U.S. Court of Appeals for the District of Columbia
Entergy
Entergy Corporation and its direct and indirect subsidiaries
Entergy Corporation
Entergy Corporation, a Delaware corporation
Entergy Gulf States, Inc.
Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas
Entergy Gulf States Louisiana
Entergy Gulf States Louisiana, L.L.C., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes.  The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Texas
Entergy Texas, Inc., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc.  The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.
Entergy Wholesale
Commodities (EWC)
Entergy’s non-utility business segment primarily comprised of the ownership and operation of six nuclear power plants, the ownership of interests in non-nuclear power plants, and the sale of the electric power produced by those plants to wholesale customers
 
EPA
United States Environmental Protection Agency
ERCOT
Electric Reliability Council of Texas
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission
firm LD
Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset) or settles financially on notional quantities; if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract
FitzPatrick
James A. FitzPatrick Nuclear Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
Form 10-K
Annual Report on Form 10-K for the calendar year ended December 31, 2010 filed with the SEC by Entergy Corporation and its Registrant Subsidiaries
Grand Gulf
Unit No. 1 of Grand Gulf Nuclear Station (nuclear), 90% owned or leased by System Energy
GWh
Gigawatt-hour(s), which equals one million kilowatt-hours
Independence
Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power


DEFINITIONS (Continued)

Abbreviation or Acronym
 
Term
 
Indian Point 2 Unit 2 of Indian Point Energy Center (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment  
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
 
kW
Kilowatt, which equals one thousand watts
 
kWh
Kilowatt-hour(s)
 
LPSC
Louisiana Public Service Commission
 
MISO
Midwest Independent Transmission System Operator, Inc., a regional transmission organization
 
MMBtu
One million British Thermal Units
 
MPSC
Mississippi Public Service Commission
 
MW
Megawatt(s), which equals one thousand kilowatts
 
MWh
Megawatt-hour(s)
 
Net MW in operation
Installed capacity owned and operated
 
NRC
Nuclear Regulatory Commission
 
NYPA
New York Power Authority
 
Offsetting positions
Transactions for the purchase of energy, generally to offset a firm LD transaction
 
Palisades
Palisades Power Plant (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
 
Pilgrim
Pilgrim Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
 
percent of capacity sold forward
Percent of planned qualified capacity sold to mitigate price uncertainty under physical or financial transactions
 
percent of planned generation sold forward
Percent of planned generation output sold or purchased forward under contracts, forward physical contracts, forward financial contracts or options that mitigate price uncertainty that may or may not require regulatory approval
 
planned net MW in operation
Amount of capacity to be available to generate power and/or sell capacity considering uprates planned to be completed during the year
 
PPA
Purchased power agreement or power purchase agreement
 
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.
 
River Bend
River Bend Station (nuclear), owned by Entergy Gulf States Louisiana
 
RTO
Regional transmission organization
 
SEC
Securities and Exchange Commission
 
SPP
Southwest Power Pool
 
System Agreement
Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources
 
System Energy
System Energy Resources, Inc.
 
TWh
Terawatt-hour(s), which equals one billion kilowatt-hours
 
unit-contingent
Transaction under which power is supplied from a specific generation asset; if the asset is not operating, the seller is generally not liable to the buyer for any damages
 


DEFINITIONS (Concluded)

Abbreviation or Acronym
  Term
 
 
Unit Power Sales Agreement
Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy’s share of Grand Gulf
 
Utility
Entergy’s business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
 
Utility operating companies
Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
 
Vermont Yankee
Vermont Yankee Nuclear Power Station (nuclear), owned by an Entergy subsidiary in the Entergy Wholesale Commodities business segment
 
Waterford 3
Unit No. 3 (nuclear) of the Waterford Steam Electric Station, 100% owned or leased by Entergy Louisiana
 
weather-adjusted usage
Electric usage excluding the effects of deviations from normal weather
 



ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Entergy operates primarily through its two, reportable, operating segments: Utility and Entergy Wholesale Commodities.

·  
Utility generates, transmits, distributes, and sells electric power in service territories in four states that include portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
·  
The Entergy Wholesale Commodities business segment includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers.  This business also provides services to other nuclear power plant owners.  Entergy Wholesale Commodities also owns interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.

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

Results of Operations

Third Quarter 2011 Compared to Third Quarter 2010

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the third quarter 2011 to the third quarter 2010 showing how much the line item increased or (decreased) in comparison to the prior period:
 
   
 
 
Utility
 
Entergy
Wholesale Commodities
 
 
Parent &
Other (1)
 
 
 
Entergy
   
(In Thousands)
                 
3rd Qtr 2010 Consolidated Net Income
 
$337,941 
 
$143,721 
 
$16,239 
 
$497,901 
                 
Net revenue (operating revenue less fuel
  expense, purchased power, and other
  regulatory charges/credits)
 
 
 
(203,858)
 
 
 
(32,623)
 
 
 
2,436 
 
 
 
(234,045)
Other operation and maintenance expenses
 
(37,748)
 
(70,511)
 
8,392 
 
(99,867)
Taxes other than income taxes
 
9,022 
 
4,791 
 
14 
 
13,827 
Depreciation and amortization
 
15,570 
 
3,448 
 
(58)
 
18,960 
Other income
 
593 
 
(7,858)
 
8,861 
 
1,596 
Interest expense
 
(6,197)
 
(636)
 
7,295 
 
462 
Other expenses
 
833 
 
1,935 
 
 
2,768 
Income taxes (benefit)
 
(375,263)
 
33,351 
 
38,145 
 
(303,767)
                 
3rd Qtr 2011 Consolidated Net Income
 
$528,459 
 
$130,862 
 
($26,252)
 
$633,069 
 

(1)
Parent & Other includes eliminations, which are primarily intersegment activity.
 


 
1

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis



Refer to "ENTERGY CORPORATION AND SUBSIDIARIES - SELECTED OPERATING RESULTS" for further information with respect to operating statistics.

Net income for Utility in the third quarter 2011 was significantly affected by a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense.  The net income effect was partially offset by a regulatory charge, which reduced net revenue, because a portion of the benefits will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

Net Revenue

Utility

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

  
 
Amount
  
 
(In Millions)
     
2010 net revenue
 
$1,522 
Mark-to-market tax settlement sharing
 
(199)
Volume/weather
 
(10)
Retail electric price
 
Other
 
2011 net revenue
 
$1,319 

The mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

The volume/weather variance is primarily due to milder weather compared to the same period in the prior year.  Despite favorable weather in the third quarter 2011, the weather effect declined compared to the even warmer weather experienced in the third quarter 2010.  This was offset by an increase of 785 GWh in weather-adjusted usage, primarily in the industrial sector.  Entergy’s service territory continues to benefit from expansions as well as competitive industries and facilities located within the region.

The retail electric price variance is primarily due to:

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

These were partially offset by a formula rate plan decrease at Entergy New Orleans effective October 2010.  See Note 2 to the financial statements in the Form 10-K and herein for further discussion of these proceedings.


 
2

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


Entergy Wholesale Commodities

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

  
 
Amount
  
 
(In Millions)
     
2010 net revenue
 
$574 
Realized price changes
 
(43)
Harrison County
 
(9)
Fuel expenses
 
(9)
Volume
 
41 
Other
 
(12)
2011 net revenue
 
$542 
 
As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by $32 million, or 6%, in the third quarter 2011 compared to the third quarter 2010 primarily due to:

·  
lower pricing in its contracts to sell power;
·  
the absence of the Harrison County plant, which was sold in December 2010; and
·  
higher fuel expenses at the nuclear plants.

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

Following are key performance measures for Entergy Wholesale Commodities’ nuclear plants for the third quarter 2011 and 2010:
 
   
2011
 
2010
         
Net MW in operation at September 30
 
4,998
 
4,998
Average realized revenue per MWh
 
$56.07
 
$61.41
GWh billed
 
10,645
 
9,888
Capacity factor
 
98%
 
91%
Refueling outage days:
       
FitzPatrick
 
-
 
18

Overall, including its non-nuclear plants, Entergy Wholesale Commodities billed 11,284 GWh in the third quarter 2011 and 10,736 GWh in the third quarter 2010, with average realized revenue per MWh of $55.87 in the third quarter 2011 and $61.51 in the third quarter 2010.

Realized Price per MWh

See the Form 10-K for a discussion of Entergy Wholesale Commodities nuclear business’s realized price per MWh, including the factors that influence it and the decrease in the annual average realized price per MWh to $59.16 in 2010 from $61.07 for 2009.  Entergy Wholesale Commodities’ nuclear business is almost certain to experience a decrease again in 2011 because, as shown in the contracted sale of energy table "Market and Credit Risk Sensitive Instruments," Entergy Wholesale Commodities has sold forward 94% of its planned nuclear energy output for the remainder of 2011 for an average contracted energy price of $52 per MWh.  In addition, Entergy Wholesale Commodities has sold forward 89% of its planned nuclear energy output for 2012 for an average contracted energy price of $49 per MWh.
 
 
3

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

 
Other Income Statement Items

Utility

Other operation and maintenance expenses decreased from $516 million for the third quarter 2010 to $478 million for the third quarter 2011 primarily due to:

·  
a decrease of $24 million in compensation and benefits costs primarily resulting from an increase in the accrual for incentive-based compensation in 2010;
·  
the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’ 2010 test year formula rate plan filing approved by the City Council in September 2011.  See Note 2 to the financial statements for further discussion of the 2010 test year formula rate plan filing and settlement; and
·  
the amortization of $11 million of Entergy Texas rate case expenses in 2010.  See Note 2 to the financial statements in the Form 10-K for further discussion of the Entergy Texas rate case settlement.

These decreases were partially offset by an increase of $7 million in nuclear expenses primarily due to higher labor costs.

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

Entergy Wholesale Commodities

           Other operation and maintenance expenses decreased from $299 million for the third quarter 2010 to $229 million for the third quarter 2011 primarily due to:

·  
the write-off of $25 million of capital costs in 2010, primarily for software that would not be utilized, and $11 million of additional costs incurred in 2010 in connection with Entergy's decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business;
·  
a decrease in compensation and benefits costs resulting from an increase of $12 million in the accrual for incentive-based compensation in 2010;
·  
the write-off of $10 million of capitalized engineering costs in 2010 associated with a potential uprate project; and
· 
a decrease of $9 million due to the absence of expenses from the Harrison County plant, which was sold in December 2010.

Income Taxes

The effective income tax rates for the third quarters 2011 and 2010 were (23.2)% and 27.1%, respectively. The difference in the effective income tax rate versus the statutory rate of 35% for the third quarter 2011 is primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense of $422 million.  See Note 10 to the financial statements herein for further discussion of the settlement.  The difference in the effective income tax rate versus the statutory rate of 35% for the third quarter 2010 was primarily due to:

·  
a favorable Tax Court decision holding that the U.K. Windfall Tax can be used as a credit for purposes of computing the U.S. foreign tax credit, which allows Entergy to reverse a previously established partial tax reserve of $43 million, included in Parent and Other, on the issue.  See Note 3 to the financial statements in the Form 10-K for further discussion of this tax litigation;
·  
the recognition of a $14 million Louisiana state income tax benefit related to Act 55 storm cost financing; and
·  
the reversal of a reserve of $13 million with respect to restructuring of business operations within the non-utility nuclear business.
 
 
 
4

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis



Partially offsetting the decreased effective income tax rate were state income taxes and certain book and tax differences for Utility plant items.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Following are income statement variances for Utility, Entergy Wholesale Commodities, Parent & Other, and Entergy comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010 showing how much the line item increased or (decreased) in comparison to the prior period:
 
   
 
 
Utility
 
Entergy
Wholesale Commodities
 
 
Parent &
Other (1)
 
 
 
Entergy
   
(In Thousands)
                 
2010 Consolidated Net Income
 
$711,085 
 
$338,820 
 
($12,906)
 
$1,036,999 
                 
Net revenue (operating revenue less fuel
  expense, purchased power, and other
  regulatory charges/credits)
 
 
 
(173,625)
 
 
 
(128,423)
 
 
 
3,778 
 
 
 
(298,270)
Other operation and maintenance expenses
 
(11,046)
 
(140,361)
 
17,091 
 
(134,316)
Taxes other than income taxes
 
7,276 
 
(1,117)
 
(263)
 
5,896 
Depreciation and amortization
 
11,177 
 
12,149 
 
(46)
 
23,280 
Other income
 
10,851 
 
(35,617)
 
3,923 
 
(20,843)
Interest expense
 
(32,679)
 
(52,428)
 
31,014 
 
(54,093)
Other expenses
 
770 
 
9,158 
 
 
9,928 
Income taxes (benefit)
 
(377,041)
 
27,728 
 
9,158 
 
(340,155)
                 
2011 Consolidated Net Income
 
$949,854 
 
$319,651 
 
($62,159)
 
$1,207,346

(1)
Parent & Other includes eliminations, which are primarily intersegment activity.
 

Refer to “ENTERGY CORPORATION AND SUBSIDIARIES - SELECTED OPERATING RESULTS” for further information with respect to operating statistics.

Net income for Utility for the nine months ended September 30, 2011 was significantly affected by a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense.  The net income effect was partially offset by a regulatory charge, which reduced net revenue, because a portion of the benefits will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.
 
 
 
5

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

 
Net Revenue

Utility

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.
 
  
 
Amount
  
 
(In Millions)
     
2010 net revenue
 
$3,945 
Mark-to-market tax settlement sharing
 
(199)
Net wholesale revenue
 
(15)
Purchased power capacity
 
(14)
Volume/weather
 
21 
Retail electric price
 
31 
Other
 
2011 net revenue
 
$3,772 
 
The mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

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

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

The volume/weather variance is primarily due to an increase of 1,986 GWh in weather-adjusted usage across all sectors.  Weather-adjusted residential retail sales growth reflected an increase in the number of customers.  Industrial sales growth has continued since the beginning of 2010.  Entergy’s service territory has benefited from the national manufacturing economy and exports, as well as industrial facility expansions.  Increases have been offset to some extent by declines in the paper, wood products, and pipeline segments.  The weather effect variance was relatively flat as favorable weather experienced in 2011 was comparable to that experienced in 2010.

The retail electric price variance is primarily due to:

·  
a base rate increase at Entergy Arkansas effective July 2010;
·  
rate actions at Entergy Texas, including a base rate increase effective August 2010 and an additional increase beginning May 2011; and
·  
a formula rate plan increase at Entergy Louisiana effective May 2011.

These were partially offset by a formula rate plan decrease at Entergy New Orleans effective October 2010.  See Note 2 to the financial statements in the Form 10-K and herein for further discussion of these proceedings.


 
6

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

Entergy Wholesale Commodities

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.
 
  
 
Amount
  
 
(In Millions)
     
2010 net revenue
 
$1,669 
Realized price changes
 
(102)
Harrison County
 
(20)
Fuel expenses
 
(17)
Volume
 
22 
Other
 
(11)
2011 net revenue
 
$1,541 
 
As shown in the table above, net revenue for Entergy Wholesale Commodities decreased by $128 million, or 8%, in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
lower pricing in its contracts to sell power;
·  
the absence of the Harrison County plant, which was sold in December 2010; and
·  
higher fuel expenses at the nuclear plants.

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

Following are key performance measures for Entergy Wholesale Commodities’ nuclear plants for the nine months ended September 30, 2011 and 2010:
 
   
2011
 
2010
         
Net MW in operation at September 30
 
4,998
 
4,998
Average realized revenue per MWh
 
$55.31
 
$59.27
GWh billed
 
30,551
 
30,011
Capacity factor
 
93%
 
92%
Refueling outage days:
       
FitzPatrick
 
-
 
18
Indian Point 2
 
-
 
33
Indian Point 3
 
30
 
-
Pilgrim
 
25
 
-
Vermont Yankee
 
-
 
29
 
Overall, including its non-nuclear plants, Entergy Wholesale Commodities billed 32,455 GWh in the nine months ended September 30, 2011 and 32,362 GWh in the nine months ended September 30, 2010, with average realized revenue per MWh of $55.07 in the nine months ended September 30, 2011 and $59.32 in the nine months ended September 30, 2010.  See also the discussion in “Realized Price per MWh” in the Third Quarter 2011 Compared to Third Quarter 2010 section.


 
7

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

Other Income Statement Items

Utility

Other operation and maintenance expenses decreased from $1,422 million for the nine months ended September 30, 2010 to $1,411 million for the nine months ended September 30, 2011 primarily due to:

·  
a decrease of $31 million in compensation and benefits costs primarily resulting from an increase in the accrual for incentive-based compensation in 2010;
·  
the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’ 2010 test year formula rate plan filing approved by the City Council in September 2011.  See Note 2 to the financial statements for further discussion of the 2010 test year formula rate plan filing and settlement;
·  
a decrease of $15 million in fossil expenses resulting from more outages in the first half of 2010; and
·  
the amortization of $11 million of Entergy Texas rate case expenses in 2010.  See Note 2 to the financial statements in the Form 10-K for further discussion of the Entergy Texas rate case settlement.

These decreases were partially offset by an increase of $24 million in nuclear expenses primarily due to higher labor and benefits costs, an increase of $8 million in legal expenses primarily resulting from an increase in legal and regulatory activity increasing the use of outside legal services, and several individually insignificant items.

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

Interest expense decreased primarily due to:

·  
the refinancing of long-term debt at lower interest rates by certain of the Utility operating companies;
·  
a revision caused by FERC’s acceptance of a change in the treatment of funds received from independent power producers for transmission interconnection projects; and
·  
 interest expense accrued in 2010 related to the expected result of the LPSC Staff audit of Entergy Gulf States Louisiana’s fuel adjustment clause for the period 1995 through 2004.

Entergy Wholesale Commodities

Other operation and maintenance expenses decreased from $809 million for the nine months ended September 30, 2010 to $669 million for the nine months ended September 30, 2011 primarily due to:

·  
the write-off of $58 million of capital costs in 2010, primarily for software that would not be utilized, and $12 million of additional costs incurred in 2010 in connection with Entergy’s decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business;
·  
a decrease of $22 million due to the absence of expenses from the Harrison County plant, which was sold in December 2010;
·  
a decrease in compensation and benefits costs resulting from an increase of $18 million in the accrual for incentive-based compensation in 2010;
·  
the write-off of $10 million of capitalized engineering costs in 2010 associated with a potential uprate project; and
·  
a decrease of $11 million in spending on tritium remediation work.

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

Other income decreased primarily due to a decrease in interest income earned on loans to the parent company, Entergy Corporation, and a decrease of $10 million in realized earnings on decommissioning trust fund investments.


 
8

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

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

Parent & Other

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

Income Taxes

           The effective income tax rates for the nine months ended September 30, 2011 and 2010 were 14.0% and 34.1%, respectively.  The difference in the effective income tax rate versus the statutory rate of 35% for the nine months ended September 30, 2011 is primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a reduction in income tax expense of $422 million.  See Note 10 to the financial statements herein for further discussion of the settlement.  The difference in the effective income tax rate versus the statutory rate of 35% for the nine months ended September 30, 2010 was primarily due to:

·  
a favorable Tax Court decision holding that the U.K. Windfall Tax can be used as a credit for purposes of computing the U.S. foreign tax credit, which allows Entergy to reverse a previously established partial tax reserve of $43 million, included in Parent and Other, on the issue.  See Note 3 to the financial statements in the Form 10-K for further discussion of this tax litigation;
·  
a $19 million tax benefit recorded in the first quarter 2010 in connection with Entergy’s decision to unwind the infrastructure created for the planned spin-off of its non-utility nuclear business;
·  
the recognition of a $14 million Louisiana state income tax benefit related to Act 55 storm cost financing; and
·  
the reversal of a reserve of $13 million with respect to restructuring of business operations within the non-utility nuclear business.

These factors were partially offset by:

·  
a charge of $16 million recorded in first quarter 2010 resulting from a change in tax law associated with the federal healthcare legislation enacted in March 2010.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K for a discussion of the federal healthcare legislation;
·  
state income taxes; and
·  
certain book and tax differences for Utility plant items.


 
9

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

Liquidity and Capital Resources

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy’s capital structure, capital expenditure plans and other uses of capital, and sources of capital.  Following are updates to that discussion.

Capital Structure

Entergy’s capitalization is balanced between equity and debt, as shown in the following table.
 
   
September 30,
2011
 
December 31,
2010
         
Debt to capital
 
57.3%
 
57.3%
Effect of excluding the securitization bonds
 
(2.2)%
 
(2.0)%
Debt to capital, excluding securitization bonds (1)
 
55.1%
 
55.3%
Effect of subtracting cash
 
(2.3)%
 
(3.2)%
Net debt to net capital, excluding securitization bonds (1)
 
52.8%
 
52.1%

(1)
Calculation excludes the Arkansas, Louisiana, and Texas securitization bonds, which are non-recourse to Entergy Arkansas, Entergy Louisiana, and Entergy Texas, respectively.

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, common shareholders’ equity, and subsidiaries’ preferred stock without sinking fund.  Net capital consists of capital less cash and cash equivalents.  Entergy uses the net debt to net capital ratio and the ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy’s financial condition.

As discussed in the Form 10-K, Entergy Corporation has in place a revolving credit facility that expires in August 2012, which Entergy intends to renew before expiration.  Because the facility is now within one year of its expiration date, borrowings outstanding on the facility are classified as currently maturing long-term debt on the balance sheet.  Entergy Corporation has the ability to issue letters of credit against the total borrowing capacity of the facility.  As of September 30, 2011, the capacity and amounts outstanding under the credit facility are:
 
 
Capacity
 
 
Borrowings
 
Letters
of Credit
 
Capacity
Available
(In Millions)
             
$3,463 
 
$1,870 
 
$25 
 
$1,568
 
Entergy Corporation’s credit facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization.  The calculation of this debt ratio under Entergy Corporation’s credit facility is different than the calculation of the debt to capital ratio above.  Entergy is currently in compliance with this covenant.  If Entergy fails to meet this ratio, or if Entergy Corporation or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility’s maturity date may occur.

See Note 4 to the financial statements herein for additional discussion of the Entergy Corporation credit facility and discussion of the Registrant Subsidiaries’ credit facilities.

 
10

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

Capital Expenditure Plans and Other Uses of Capital

See the table and discussion in the Form 10-K under "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," that sets forth the amounts of planned construction and other capital investments by operating segment for 2011 through 2013.  Following are updates to the discussion in the Form 10-K.

Capital Investment Plan Preliminary Estimate for 2012-2014

Entergy is developing its capital investment plan for 2012 through 2014 and currently anticipates that the Utility will make $6.0 billion in capital investments during that period, including approximately $2.9 billion for maintenance of existing assets, and that Entergy Wholesale Commodities will make $1.1 billion in capital investments during that period, including approximately $0.3 billion for maintenance of existing assets.  The remaining $3.1 billion of Utility investments is associated with specific investments such as the Waterford 3 steam generator replacement, the Grand Gulf uprate project, the Ninemile 6 project, the Hot Spring and Hinds purchases, and other investments such as potential opportunities through the Utility’s supply plan initiatives that support its ability to meet load growth.  The remaining $0.8 billion of Entergy Wholesale Commodities investments is associated with specific investments such as dry cask storage, nuclear license renewal, component replacement and identified repairs, spending in response to the Indian Point Safety Evaluation, NYPA value sharing, and wedgewire screens at Indian Point.

Grand Gulf Uprate

As discussed in the Form 10-K, the estimated capital investments for 2011-2013 included $575 million of spending associated with System Energy’s planned approximate 178 MW uprate of the Grand Gulf nuclear plant.  After performing more detailed project design, engineering, analysis and major materials purchases, System Energy’s current updated estimate of the total capital investment to be made in the course of the implementation of the Grand Gulf uprate project is approximately $734 million, including SMEPA’s share.  As in the original estimate, this estimate includes spending on certain major equipment refurbishment and replacement that would have been required over the normal course of the plant’s life even if the uprate were not done.  The purpose of performing this major equipment refurbishment and replacement in connection with the uprate is to avoid additional plant outages and construction costs in the future while improving plant reliability.  The investment estimate may be revised in the future as System Energy evaluates the progress of the project.

Acadia Unit 2 Purchase Agreement

See the Form 10-K for a discussion of the agreement Entergy Louisiana signed to acquire Unit 2 of the Acadia Energy Center, a 580 MW generating unit located near Eunice, La., from Acadia Power Partners, LLC, an independent power producer.  Entergy Louisiana acquired the plant on April 29, 2011.

Rhode Island State Energy Center Purchase Agreement

In October 2011, Entergy signed an agreement with a subsidiary of NextEra Energy Resources to acquire the Rhode Island State Energy Center, a 550 MW natural gas-fired combined cycle generating plant located in Johnston, Rhode Island, for approximately $346 million, subject to closing adjustments.  If acquired the plant will become a part of the Entergy Wholesale Commodities business.  The Rhode Island State Energy Center is in the process of uprating to 583 MW, which is scheduled for completion in November 2011.  The transaction is contingent upon, among other things, obtaining regulatory approval from the FERC and notification pursuant to the Hart-Scott-Rodino antitrust law.  Closing is scheduled to occur in late 2011.
 
 
11

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


Summer 2009 Long-Term Request for Proposal

As discussed in the Form 10-K, the construction or purchase of three resources identified in the Summer 2009 Long-Term Request for Proposal were included in the 2011-2013 capital expenditure estimates in the Form 10-K.  In addition to the self-build option at Entergy Louisiana’s Ninemile site noted in the Form 10-K, in April 2011 two Entergy Utility operating companies announced that they have signed agreements to acquire the other two resources, the 620 MW Hot Spring Energy Facility and the 450 MW Hinds Energy Facility.

Ninemile Point Unit 6 Self-Build Project

In June 2011, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  Ninemile 6 will be a nominally-sized 550 MW unit that is estimated to cost approximately $721 million to construct, excluding interconnection and transmission upgrades.  Entergy Gulf States Louisiana joined in the application, seeking certification of its purchase under a life-of-unit power purchase agreement of up to 35% of the capacity and energy generated by Ninemile 6.  The Ninemile 6 capacity and energy is proposed to be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Entergy New Orleans filed a request with the City Council to approve its purchase under a life-of-unit power purchase agreement of this capacity and energy.  The City Council has approved a procedural schedule that leads to a decision in the first quarter 2012.  If the City Council does not approve this power purchase agreement in a timely manner, then an allocation of 65% to Entergy Louisiana and 35% to Entergy Gulf States Louisiana is proposed.  If approvals are obtained from the LPSC and other permitting agencies, Ninemile 6 construction is expected to begin in 2012, and the unit is expected to commence commercial operation by mid-2015.  The ALJ has established a schedule for the LPSC proceeding that includes February 27 - March 7, 2012, hearing dates.

Hot Spring Energy Facility Purchase Agreement

In April 2011, Entergy Arkansas announced that it has signed an asset purchase agreement to acquire the Hot Spring Energy Facility, a 620 MW natural gas-fired combined-cycle turbine plant located in Hot Spring County, Arkansas, from a subsidiary of KGen Power Corporation.  The purchase price is expected to be approximately $253 million.  Entergy Arkansas also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $277 million.  A new transmission service request has been submitted to determine if investments for supplemental upgrades in the Entergy transmission system are needed to make the Hot Spring Energy Facility deliverable to Entergy Arkansas for the period after Entergy Arkansas exits the System Agreement.  The initial results of the service request are expected in January 2012; accordingly there are still uncertainties that must be resolved.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  These include regulatory approvals from the APSC and FERC, as well as clearance under the Hart-Scott-Rodino anti-trust law.  Closing is expected to occur in mid-2012.  In July 2011, Entergy Arkansas filed its application with the APSC requesting approval of the acquisition and full cost recovery.  The APSC has established a procedural schedule that includes a January 24, 2012 evidentiary hearing.

Hinds Energy Facility Purchase Agreement

In April 2011, Entergy Mississippi announced that it has signed an asset purchase agreement to acquire the Hinds Energy Facility, a 450 MW natural gas-fired combined-cycle turbine plant located in Jackson, Mississippi, from a subsidiary of KGen Power Corporation.  The purchase price is expected to be approximately $206 million.  Entergy Mississippi also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $246 million.  A new transmission service request has been submitted to determine if investments for supplemental upgrades in the Entergy transmission system are needed to make the Hinds Energy Facility deliverable to Entergy Mississippi for the period after Entergy Mississippi exits the System Agreement.  The initial results of the service request are expected in January 2012; accordingly there are still uncertainties that must be resolved.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state
 
 
12

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

 
regulatory and permitting agencies.  These include regulatory approvals from the MPSC and FERC, as well as clearance under the Hart-Scott-Rodino anti-trust law.  Closing is expected to occur in mid-2012.  In July 2011, Entergy Mississippi filed with the MPSC requesting approval of the acquisition and full cost recovery.

Waterford 3 Steam Generator Replacement Project

See the Form 10-K for a discussion of the Waterford 3 Steam Generator Replacement project.  With regard to the delay in the delivery of the steam generators, Entergy Louisiana worked with the manufacturer to fully develop and evaluate repair options, and expects the replacement steam generators to be delivered in time for the Fall 2012 refueling outage.  Extensive inspections of the existing steam generators at Waterford 3 in cooperation with the manufacturer were completed in April 2011.  The review of data obtained during these inspections supports the conclusion that Waterford 3 can operate safely for another full cycle before the replacement of the existing steam generators.  Entergy Louisiana has formally reported its findings to the NRC.  At this time, a requirement to perform a mid-cycle outage for further inspections in order to allow the plant to continue operation until its Fall 2012 refueling outage is not anticipated.  Entergy Louisiana currently expects the cost of the project, including carrying costs, to increase to approximately $687 million if the replacement occurs during the Fall 2012 refueling outage.

Entergy Louisiana’s existing formula rate plan provides for rate treatment of the Waterford 3 project costs, including in-service rate recovery without regulatory lag and treatment outside of the formula rate plan earnings sharing formula; however, these provisions contemplated the project being placed in service during the term of the current formula rate plan and will not apply at the time of the expected in-service date in the Fall 2012.  Through a motion filed in September 2011, Entergy Louisiana has sought to re-establish comparable rate recovery provisions for the project through renewal or extension of the current formula rate plan provisions.  The LPSC is scheduled to review this motion at its November 2011 meeting.  As set forth in the motion, if Entergy Louisiana cannot establish comparable rate relief through the extension of the current formula rate plan provisions, it will be necessary to seek such relief through a base rate filing.

Dividends and Stock Repurchases

Declarations of dividends on Entergy’s common stock are made at the discretion of the Board.  Among other things, the Board evaluates the level of Entergy’s common stock dividends based upon Entergy’s earnings, financial strength, and future investment opportunities.  At its January, April, July, and October 2011 meetings, the Board declared dividends of $0.83 per share, which is the same quarterly dividend per share that Entergy has paid since second quarter 2010.

Cash Flow Activity

As shown in Entergy’s Consolidated Statements of Cash Flows, cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
 
2010
   
(In Millions)
         
Cash and cash equivalents at beginning of period
 
$1,294 
 
$1,710 
         
Cash flow provided by (used in):
       
Operating activities
 
2,130 
 
3,165 
Investing activities
 
(2,395)
 
(1,995)
Financing activities
 
(42)
 
(949)
Net increase (decrease) in cash and cash equivalents
 
(307)
 
221 
         
Cash and cash equivalents at end of period
 
$987 
 
$1,931 

 
 
13

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis

Operating Activities

Entergy's cash flow provided by operating activities decreased by $1,035 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the receipt in July 2010 of $703 million from the Louisiana Utilities Restoration Corporation as a result of the Louisiana Act 55 storm cost financings for Hurricane Gustav and Hurricane Ike.  The Act 55 storm cost financings are discussed in Note 2 to the financial statements in the Form 10-K.  An increase of $131 million in pension contributions and the decrease in Entergy Wholesale Commodities net revenue that is discussed above also contributed to the decrease in operating cash flow.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.

Investing Activities

Net cash used in investing activities increased by $401 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
the purchase of the Acadia Power Plant by Entergy Louisiana for approximately $300 million in April 2011;
·  
the investment in 2010 of a total of $290 million in Entergy Gulf States Louisiana's and Entergy Louisiana's storm reserve escrow accounts as a result of their Act 55 storm cost financings, which are discussed in Note 2 to the financial statements in the Form 10-K;
·  
an increase in nuclear fuel purchases, as more plants were preparing for refueling outages in 2011 than in 2010;
·  
a change in collateral deposit activity, reflected in the “Decrease (increase) in other investments” line on the Consolidated Statements of Cash Flows, as Entergy received $114 million in net deposits from Entergy Wholesale Commodities’ counterparties during 2010 and returned net deposits of $58 million in 2011.  Entergy Wholesale Commodities’ forward sales contracts are discussed in the Market and Credit Risk Sensitive Instruments section below; and
·  
an increase in construction expenditures, primarily in the Utility business.  Entergy’s construction spending plans for 2011 through 2013 are discussed in the Form 10-K.  April 2011 storms that caused damage to transmission and distribution lines, equipment, poles, and other facilities, primarily in Arkansas, also contributed to the increase.  The capital cost of repairing that damage was approximately $55 million.

Financing Activities

Net cash used in financing activities decreased by $907 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the following:

·  
Entergy repurchased $235 million of its common stock in the nine months ended September 30, 2011 and repurchased $666 million of its common stock in the nine months ended September 30, 2010.  Entergy’s share repurchase programs are discussed in the Form 10-K.
·  
Long-term debt activity provided approximately $588 million of cash in 2011 compared to $158 million of cash in 2010.  For details of Entergy's long-term debt activity in 2011 see Note 4 to the financial statements herein.
 
 
14

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


Rate, Cost-recovery, and Other Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Rate, Cost-recovery, and Other Regulation" in the Form 10-K for discussions of rate regulation, federal regulation, and related regulatory proceedings.

State and Local Rate Regulation and Fuel-Cost Recovery

See Note 2 to the financial statements herein for updates to the discussion in the Form 10-K regarding these proceedings.

Federal Regulation

See the Form 10-K for a discussion of federal regulatory proceedings.  Following are updates to that discussion.
 
System Agreement and Independent Coordinator of Transmission (ICT)

As discussed in the Form 10-K, in November 2010 the FERC issued an order accepting the Utility operating companies’ proposal to extend the ICT arrangement with SPP by an additional term of two years, providing time for analysis of longer term structures.  In addition, in December 2010 the FERC issued an order that granted the Entergy Regional State Committee (E-RSC) additional authority over transmission upgrades and cost allocation.  The E-RSC, comprised of one representative from each of the Utility operating company retail regulators, was formed in 2009 to consider several of the issues related to the Entergy transmission system.  The Utility operating companies expect that the E-RSC will review the cost-benefit analysis, discussed below, that the Utility operating companies submitted in May 2011 to each of their respective retail regulators comparing the ICT arrangement to joining the SPP RTO or the Midwest Independent Transmission System Operator (MISO).

Also as discussed in the Form 10-K, in February 2010 the APSC issued a show cause order opening an inquiry to conduct an investigation regarding the prudence of Entergy Arkansas’s entering a successor pooling agreement with the other Entergy Utility operating companies, as opposed to becoming a standalone entity upon exit from the System Agreement in December 2013, and whether Entergy Arkansas, as a standalone utility, should join the SPP RTO.  The APSC subsequently added evaluation of Entergy Arkansas joining MISO on a standalone basis as an alternative to be considered.  In August 2010, the APSC directed Entergy Arkansas and all parties to compare five strategic options at the same time as follows: (1) Entergy Arkansas Self-Provide; (2) Entergy Arkansas with 3rd party coordination agreements; (3) Successor Arrangements; (4) Entergy Arkansas as a standalone member of SPP RTO; and (5) Entergy Arkansas as a standalone member of MISO.

On April 25, 2011, Entergy announced that each of the Utility operating companies propose joining MISO, which is expected to provide long-term benefits for the customers of each of the Utility operating companies.  MISO is a regional transmission organization that operates in 12 U.S. states (Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Montana, North Dakota, Ohio, South Dakota, and Wisconsin) and also in Canada.  The Utility operating companies provided analysis in May 2011 to their retail regulators supporting this decision.  The APSC received additional information from Entergy, MISO, and other parties and held an evidentiary hearing in September 2011.  The APSC issued an order in the proceeding in October 2011 finding that it is prudent for Entergy Arkansas to join an RTO but deferred a decision on Entergy Arkansas’s plan to join MISO until Entergy Arkansas files an application to transfer control of its transmission assets to MISO.  Entergy Arkansas plans to file that application by November 28, 2011, which is the deadline set in the APSC order.

Entergy’s May 2011 filings estimate that the transition and implementation costs of joining MISO could be up to $105 million if all of the Utility operating companies join MISO, most of which will be spent in late 2012 and 2013.  Maintaining the viability of the alternatives of Entergy Arkansas joining MISO alone or standing alone within an ICT arrangement is expected to result in an additional cost of approximately $35 million, for a total cost of up to $140 million.  This amount could increase with extended litigation in various
 
 
15

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


regulatory proceedings.  It is expected that costs will be incurred to obtain regulatory approvals, to revise or implement commercial and legal agreements, to integrate transmission and generation facilities, to develop back-office accounting and settlement systems, and to build out communications infrastructure.  The Utility operating companies also expect to make filings later in 2011 with their retail regulators regarding the transfer of control of their transmission assets to MISO.  As discussed below, Entergy Louisiana and Entergy Gulf States Louisiana made their filing on October 31, 2011.  The target implementation date for joining MISO is December 2013.

On Oct. 31, 2011, Entergy Louisiana and Entergy Gulf States Louisiana filed with the LPSC a joint application seeking to join MISO and transfer control of the companies’ transmission assets to MISO.  The joint application to join MISO seeks a finding from the LPSC that membership in MISO is in the public interest.  As MISO members, Entergy Louisiana and Entergy Gulf States Louisiana will retain ownership of their generation and transmission facilities, along with responsibility for maintaining these facilities.  Once Entergy Louisiana and Entergy Gulf States Louisiana are fully integrated as members, however, MISO will assume control of transmission planning, the commitment and dispatch of generation that is bid into MISO’s markets, and congestion management.  As part of the joint application, Entergy Louisiana and Entergy Gulf States Louisiana also requested an accounting order authorizing them to defer costs associated with integrating into MISO.  Entergy Louisiana expects to incur costs up to $26 million in order to complete the transition activities and Entergy Gulf States Louisiana expects to incur up to $19 million.  Of these expected costs, Entergy Louisiana expects to request deferral of the expected expense portion of $19 million and Entergy Gulf States Louisiana expects to request deferral of the expected expense portion of $14 million as regulatory assets.

In June 2011, MISO filed with the FERC a request for a transitional waiver of provisions of its open access transmission, energy, and operating reserve markets tariff regarding allocation of transmission network upgrade costs, in order to establish a transition for the integration of the Utility operating companies.  Several parties intervened in the proceeding, including Entergy, the APSC, the LPSC, and the City Council, and some of the parties also filed comments or protests.  In September 2011 the FERC issued an order denying on procedural grounds MISO’s request, further advising MISO that submitting modified tariff sheets is the appropriate method for implementing the transition that MISO seeks for the Utility operating companies.  The FERC did not address the merits of any transition arrangements that may be appropriate to integrate the Utility operating companies into MISO.  MISO announced that it intends to “work with its stakeholders to quickly craft the appropriate changes to its tariff that will accomplish the same objectives sought in the waiver.”

Market and Credit Risk Sensitive Instruments

Commodity Price Risk

Power Generation

As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy Wholesale Commodities, unless otherwise contracted, is subject to the fluctuation of market power prices.  In addition to selling the power produced by its plants, Entergy Wholesale Commodities sells unforced capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the ISO in their area.  Following is an updated summary of the amount of Entergy Wholesale Commodities nuclear power plants’ planned energy output and installed capacity that is sold forward under physical or financial contracts (2011 represents the remainder of the year):
 
 
16

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis



Energy
                       
   
2011
 
2012
 
2013
 
2014
 
2015
 
2016
                         
Percent of planned generation sold forward:
                       
     Unit-contingent
 
80%
 
61%
 
38%
 
14%
 
12%
 
12%
     Unit-contingent with guarantee of availability (1)
 
14%
 
14%
 
16%
 
 13%
 
 13%
 
 13%
     Firm LD
 
3%
 
24%
 
24%
 
8%
 
-%
 
-%
                 Offsetting positions
 
(3)%
 
(10)%
 
-%
 
-%
 
-%
 
-%
     Total energy sold forward
 
94%
 
89%
 
78%
 
35%
 
25%
 
25%
Planned generation (TWh) (2) (3)
 
10
 
41
 
40
 
41
 
41
 
40
Average revenue under contract per MWh (4) (5)
 
$52
 
$49
 
$45-51
 
$49-55
 
$49-57
 
$50-59
 
 
Capacity
                         
   
2011
 
2012
 
2013
 
2014
 
2015
   
2016
                           
Percent of capacity sold forward:
                         
Bundled capacity and energy contracts
 
26%
 
18%
 
16%
 
16%
 
16%
   
16%
Capacity contracts
 
45%
 
32%
 
26%
 
25%
 
 11%
   
 0%
Total capacity sold forward
 
71%
 
50%
 
42%
 
41%
 
27%
   
16%
Planned net MW in operation (3)
 
4,998
 
4,998
 
4,998
 
4,998
 
4,998
   
4,998
Average revenue under contract per kW per month
(applies to capacity contracts only) (4) (5)
 
$1.8
 
$2.8
 
$3.2
 
$3.1
 
$2.9
   
$-
 
Blended Capacity and Energy Recap (based on revenues)
                         
% of planned generation and capacity sold forward
 
95%
 
89%
 
76%
 
37%
 
26%
   
25%
Blended revenue under contract per MWh
 
$53
 
$50
 
$49
 
$54
 
$55
   
$55

(1)
A sale of power on a unit-contingent basis coupled with a guarantee of availability provides for the payment to the power purchaser of contract damages, if incurred, in the event the seller fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold.  All of Entergy’s outstanding guarantees of availability provide for dollar limits on Entergy’s maximum liability under such guarantees.
 (2)
Amount of output expected to be generated by Entergy Wholesale Commodities nuclear units considering plant operating characteristics, outage schedules, and expected market conditions which impact dispatch.
(3)
Assumes NRC license renewal for plants whose current licenses expire within five years and the continued operation of all six plants.  NRC license renewal applications are in process for three units, as follows (with current license expirations in parentheses): Pilgrim (June 2012), Indian Point 2 (September 2013), and Indian Point 3 (December 2015).  See also Note 11 to the financial statements for a discussion regarding the continued operation of Vermont Yankee.
(4)
The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy most of the power produced by the plant through March 21, 2012.  The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices, which has not happened thus far.
(5)
Revenue on a per unit basis at which generation output, capacity, or a combination of both is expected to be sold to third parties (including offsetting positions), given existing contract or option exercise prices based on expected dispatch or capacity, excluding the revenue associated with the amortization of the below-market PPA for Palisades.  Revenue may fluctuate due to factors including positive or negative basis differentials, option premiums and market prices at time of option expiration, costs to convert firm LD to unit-contingent, and other risk management costs.  Also, average revenue under contract excludes payments owed under the value sharing agreement with NYPA.
 
 
17

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


Entergy estimates that a $10 per MWh change in the annual average energy price in the markets in which the Entergy Wholesale Commodities nuclear business sells power, based on September 30, 2011 market conditions, planned generation volume, and hedged position, would have a corresponding effect on pre-tax net income of $6 million in 2011.

Some of the agreements to sell the power produced by Entergy Wholesale Commodities’ nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements.  The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Entergy Wholesale Commodities sells power.  The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At September 30, 2011, based on power prices at that time, Entergy had liquidity exposure of $55 million under the guarantees in place supporting Entergy Nuclear Power Marketing (a subsidiary in the Entergy Wholesale Commodities segment) transactions, $20 million of guarantees that support letters of credit, and $6 million of posted cash collateral to the ISOs.  As of September 30, 2011, the credit exposure associated with Entergy Wholesale Commodities assurance requirements would increase by $134 million for a $1 per MMBtu increase in gas prices in both the short-and long-term markets.  In the event of a decrease in Entergy Corporation’s credit rating to below investment grade, based on power prices as of September 30, 2011, Entergy would have been required to provide approximately $47 million of additional cash or letters of credit under some of the agreements.

As of September 30, 2011, the counterparties or their guarantors for 99.9% of the planned energy output under contract for Entergy Wholesale Commodities through 2016 have public investment grade credit ratings and 0.1% is with load-serving entities without public credit ratings.

Nuclear Matters

After the nuclear incident in Japan resulting from the March 2011 earthquake and tsunami, the NRC established a task force to conduct a review of processes and regulations relating to nuclear facilities in the United States.  The task force issued a near term (90-day) report in July 2011 that has made recommendations, which are currently being evaluated by the NRC.  The lessons learned from the events in Japan and the NRC recommendations may affect future operations of U.S. nuclear facilities, including Entergy's, and could, among other things, result in increased costs and capital requirements associated with operating Entergy's nuclear plants.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy’s accounting for nuclear decommissioning costs, unbilled revenue, impairment of long-lived assets and trust fund investments, qualified pension and other postretirement benefits, and other contingencies.  Following is an update to that discussion.  For updates of the impairment of long-lived assets discussion regarding Vermont Yankee see Note 11 to the financial statements herein.

Nuclear Decommissioning Costs

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

New Accounting Pronouncements

The accounting standard-setting process, including projects between the FASB and the International Accounting Standards Board (IASB) to converge U.S. GAAP and International Financial Reporting Standards, is ongoing and the FASB and the IASB are each currently working on several projects that have not yet resulted in final pronouncements.  Final pronouncements that result from these projects could have a material effect on Entergy’s future net income or financial position.
 
 
18

Entergy Corporation and Subsidiaries
Management’s Financial Discussion and Analysis


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

In June 2011 the FASB issued ASU No. 2011-5, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.”  The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  ASU No. 2011-5 is effective for Entergy for the first quarter 2012.  ASU No. 2011-5 will have no effect on Entergy’s results of operations, financial position, or cash flows.

In September 2011 the FASB issued ASU No. 2011-8, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.”  The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment assessment.  ASU No. 2011-8 is effective for Entergy for the first quarter 2012.  ASU No. 2011-8 will have no effect on Entergy’s results of operations, financial position, or cash flows.
 
 
 
 
 
 
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CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
    (In Thousands, Except Share Data)  
                         
OPERATING REVENUES
                       
Electric
  $ 2,733,601     $ 2,638,752     $ 6,811,538     $ 6,859,791  
Natural gas
    26,439       27,263       126,453       154,426  
Competitive businesses
    635,513       666,161       1,802,050       1,940,256  
TOTAL
    3,395,553       3,332,176       8,740,041       8,954,473  
                                 
OPERATING EXPENSES
                               
Operating and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    849,982       748,863       1,921,007       1,939,077  
   Purchased power
    475,335       484,694       1,289,180       1,376,055  
   Nuclear refueling outage expenses
    64,566       64,885       191,517       191,395  
   Other operation and maintenance
    708,821       808,688       2,077,066       2,211,382  
Decommissioning
    56,467       53,380       167,229       157,423  
Taxes other than income taxes
    152,044       138,217       406,493       400,597  
Depreciation and amortization
    283,581       264,621       812,672       789,392  
Other regulatory charges (credits) - net
    203,848       (1,814 )     204,338       15,555  
TOTAL
    2,794,644       2,561,534       7,069,502       7,080,876  
                                 
OPERATING INCOME
    600,909       770,642       1,670,539       1,873,597  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    21,516       15,064       59,558       45,990  
Interest and investment income
    33,238       38,705       95,906       121,869  
Miscellaneous - net
    (14,137 )     (14,748 )     (40,498 )     (32,050 )
TOTAL
    40,617       39,021       114,966       135,809  
                                 
INTEREST EXPENSE
                               
Interest expense
    137,301       136,075       409,484       463,454  
Allowance for borrowed funds used during construction
    (9,713 )     (8,949 )     (27,397 )     (27,274 )
TOTAL
    127,588       127,126       382,087       436,180  
                                 
INCOME BEFORE INCOME TAXES
    513,938       682,537       1,403,418       1,573,226  
                                 
Income taxes (benefit)
    (119,131 )     184,636       196,072       536,227  
                                 
CONSOLIDATED NET INCOME
    633,069       497,901       1,207,346       1,036,999  
                                 
Preferred dividend requirements of subsidiaries
    5,015       5,015       15,046       15,048  
                                 
NET INCOME ATTRIBUTABLE TO ENTERGY CORPORATION
  $ 628,054     $ 492,886     $ 1,192,300     $ 1,021,951  
                                 
                                 
Earnings per average common share:
                               
    Basic
  $ 3.55     $ 2.65     $ 6.70     $ 5.44  
    Diluted
  $ 3.53     $ 2.62     $ 6.67     $ 5.38  
Dividends declared per common share
  $ 0.83     $ 0.83     $ 2.49     $ 2.41  
                                 
Basic average number of common shares outstanding
    176,950,469       185,962,431       177,857,667       187,968,582  
Diluted average number of common shares outstanding
    177,723,020       187,777,172       178,805,215       189,914,439  
                                 
See Notes to Financial Statements.
                               



CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Consolidated net income
  $ 1,207,346     $ 1,036,999  
Adjustments to reconcile consolidated net income to net cash flow
               
 provided by operating activities:
               
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    1,315,730       1,259,543  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (5,979 )     524,359  
  Changes in assets and liabilities:
               
     Receivables
    (213,524 )     (243,326 )
     Fuel inventory
    12,677       3,328  
     Accounts payable
    (238,879 )     44,348  
     Prepaid taxes and taxes accrued
    245,242       45,198  
     Interest accrued
    (53,307 )     (10,982 )
     Deferred fuel
    (119,481 )     (65,655 )
     Other working capital accounts
    (31,319 )     (162,284 )
     Provisions for estimated losses
    (4,608 )     258,962  
     Other regulatory assets
    250,747       482,960  
     Pension and other postretirement liabilities
    (275,690 )     (142,420 )
     Other assets and liabilities
    40,801       134,059  
Net cash flow provided by operating activities
    2,129,756       3,165,089  
                 
  INVESTING ACTIVITIES
               
Construction/capital expenditures
    (1,460,668 )     (1,410,708 )
Allowance for equity funds used during construction
    61,096       45,990  
Nuclear fuel purchases
    (475,418 )     (315,780 )
Payment for purchase of plant
    (299,590 )     -  
Proceeds from sale of assets and businesses
    6,531       9,675  
Insurance proceeds received for property damages
    -       7,894  
Changes in securitization account
    (443 )     (23,182 )
NYPA value sharing payment
    (72,000 )     (72,000 )
Payments to storm reserve escrow account
    (5,043 )     (294,901 )
Receipts from storm reserve escrow account
    -       9,925  
Decrease (increase) in other investments
    (60,693 )     117,696  
Proceeds from nuclear decommissioning trust fund sales
    1,053,089       1,974,008  
Investment in nuclear decommissioning trust funds
    (1,142,364 )     (2,043,361 )
Net cash flow used in investing activities
    (2,395,503 )     (1,994,744 )
                 
See Notes to Financial Statements.
               
                 
                 
                 
                 
                 
                 
 
 
 
 
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)
      2011       2010  
   
(In Thousands)
 
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of:
               
  Long-term debt
    1,535,634       2,272,224  
  Common stock and treasury stock
    32,889       45,763  
Retirement of long-term debt
    (947,401 )     (2,113,927 )
Repurchase of common stock
    (234,632 )     (665,624 )
Changes in credit borrowings - net
    30,036       (18,932 )
Dividends paid:
               
  Common stock
    (443,290 )     (453,683 )
  Preferred stock
    (15,046 )     (15,048 )
Net cash flow used in financing activities
    (41,810 )     (949,227 )
                 
Effect of exchange rates on cash and cash equivalents
    225       250  
                 
Net increase (decrease) in cash and cash equivalents
    (307,332 )     221,368  
                 
Cash and cash equivalents at beginning of period
    1,294,472       1,709,551  
                 
Cash and cash equivalents at end of period
  $ 987,140     $ 1,930,919  
                 
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
  Cash paid/(received) during the period for:
               
    Interest - net of amount capitalized
  $ 413,525     $ 400,124  
    Income taxes
  $ (11 )   $ 32,964  
                 
                 
See Notes to Financial Statements.
               




CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2011 and December 31, 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 135,673     $ 76,290  
  Temporary cash investments
    851,467       1,218,182  
     Total cash and cash equivalents
    987,140       1,294,472  
Securitization recovery trust account
    43,487       43,044  
Accounts receivable:
               
  Customer
    790,355       602,796  
  Allowance for doubtful accounts
    (32,139 )     (31,777 )
  Other
    161,062       161,662  
  Accrued unbilled revenues
    329,095       302,901  
     Total accounts receivable
    1,248,373       1,035,582  
Deferred fuel costs
    87,297       64,659  
Accumulated deferred income taxes
    5,292       8,472  
Fuel inventory - at average cost
    194,848       207,520  
Materials and supplies - at average cost
    880,619       866,908  
Deferred nuclear refueling outage costs
    232,852       218,423  
System agreement cost equalization
    190,174       52,160  
Prepaid taxes
    56,565       301,807  
Prepayments and other
    227,851       246,036  
TOTAL
    4,154,498       4,339,083  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliates - at equity
    43,934       40,697  
Decommissioning trust funds
    3,566,111       3,595,716  
Non-utility property - at cost (less accumulated depreciation)
    258,967       257,847  
Other
    413,686       405,946  
TOTAL
    4,282,698       4,300,206  
                 
PROPERTY, PLANT AND EQUIPMENT
               
Electric
    38,484,712       37,153,061  
Property under capital lease
    789,898       800,078  
Natural gas
    339,923       330,608  
Construction work in progress
    1,904,313       1,661,560  
Nuclear fuel
    1,403,982       1,377,962  
TOTAL PROPERTY, PLANT AND EQUIPMENT
    42,922,828       41,323,269  
Less - accumulated depreciation and amortization
    18,123,801       17,474,914  
PROPERTY, PLANT AND EQUIPMENT - NET
    24,799,027       23,848,355  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    737,475       845,725  
  Other regulatory assets (includes securitization property of
               
     $1,029,433 as of September 30, 2011 and $882,346 as of
    3,700,902       3,838,237  
     December 31, 2010)                
  Deferred fuel costs
    172,202       172,202  
Goodwill
    377,172       377,172  
Accumulated deferred income taxes
    58,001       54,523  
Other
    879,523       909,773  
TOTAL
    5,925,275       6,197,632  
                 
TOTAL ASSETS
  $ 39,161,498     $ 38,685,276  
                 
See Notes to Financial Statements.
               
 
 
 
 
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
September 30, 2011 and December 31, 2010
(Unaudited)
                 
      2011       2010  
   
(In Thousands)
 
                 
CURRENT LIABILITIES
               
Currently maturing long-term debt
  $ 2,022,410     $ 299,548  
Notes payable
    144,871       154,135  
Accounts payable
    882,651       1,181,099  
Customer deposits
    347,185       335,058  
Accumulated deferred income taxes
    64,821       49,307  
Interest accrued
    164,378       217,685  
Deferred fuel costs
    69,566       166,409  
Obligations under capital leases
    3,578       3,388  
Pension and other postretirement liabilities
    40,570       39,862  
System agreement cost equalization
    190,190       52,160  
Other
    231,123       277,598  
TOTAL
    4,161,343       2,776,249  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    8,403,453       8,573,646  
Accumulated deferred investment tax credits
    281,112       292,330  
Obligations under capital leases
    39,341       42,078  
Other regulatory liabilities
    645,843       539,026  
Decommissioning and asset retirement cost liabilities
    3,274,479       3,148,479  
Accumulated provisions
    391,712       395,250  
Pension and other postretirement liabilities
    1,898,966       2,175,364  
Long-term debt (includes securitization bonds of $1,086,277 as of
         
   September 30, 2011 and $931,131 as of December 31, 2010)
    10,241,993       11,317,157  
Other
    547,146       618,559  
TOTAL
    25,724,045       27,101,889  
                 
Commitments and Contingencies
               
                 
Subsidiaries' preferred stock without sinking fund
    216,748       216,738  
                 
EQUITY
               
Common Shareholders' Equity:
               
Common stock, $.01 par value, authorized 500,000,000 shares;
               
  issued 254,752,788 shares in 2011 and in 2010
    2,548       2,548  
Paid-in capital
    5,362,959       5,367,474  
Retained earnings
    9,439,000       8,689,401  
Accumulated other comprehensive loss
    (138,337 )     (38,212 )
Less - treasury stock, at cost (78,677,119 shares in 2011 and
               
  76,006,920 shares in 2010)
    5,700,808       5,524,811  
Total common shareholders' equity
    8,965,362       8,496,400  
Subsidiaries' preferred stock without sinking fund
    94,000       94,000  
TOTAL
    9,059,362       8,590,400  
                 
TOTAL LIABILITIES AND EQUITY
  $ 39,161,498     $ 38,685,276  
                 
See Notes to Financial Statements.
               

 


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited) (In Thousands)
                               
       
Common Shareholders' Equity
     
   
Subsidiaries' Preferred Stock
 
Common Stock
 
Treasury Stock
 
Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total
 
Balance at December 31, 2009
  $ 94,000   $ 2,548   $ (4,727,167 ) $ 5,370,042   $ 8,043,122   $ (75,185 ) $ 8,707,360  
                                             
Consolidated net income (a)
    15,048     -     -     -     1,021,951     -     1,036,999  
Other comprehensive income:
                                           
    Cash flow hedges net unrealized gain (net of tax expense of  $69,053)
    -     -     -     -     -     112,911     112,911  
    Pension and other postretirement liabilities (net of tax expense of $4,777)
    -     -     -     -     -     6,011     6,011  
    Net unrealized investment losses (net of tax expense of $28,421)
    -     -     -     -     -     29,078     29,078  
    Foreign currency translation (net of tax benefit of $135)
    -     -     -     -     -     (249 )   (249 )
        Total comprehensive income
                                        1,184,750  
                                             
Common stock repurchases
    -     -     (665,624 )   -     -     -     (665,624 )
Common stock issuances related to stock plans
    -     -     71,257     (2,951 )   -     -     68,306  
Common stock dividends declared
    -     -     -     -     (453,992 )   -     (453,992 )
Preferred dividend requirements of subsidiaries (a)
    (15,048 )   -     -     -     -     -     (15,048 )
                                             
Balance at September 30, 2010
  $ 94,000   $ 2,548   $ (5,321,534 ) $ 5,367,091   $ 8,611,081   $ 72,566   $ 8,825,752  
                                             
                                             
Balance at December 31, 2010
  $ 94,000   $ 2,548   $ (5,524,811 ) $ 5,367,474   $ 8,689,401   $ (38,212 ) $ 8,590,400  
                                             
Consolidated net income (a)
    15,046     -     -     -     1,192,300     -     1,207,346  
Other comprehensive income:
                                           
    Cash flow hedges net unrealized loss (net of tax benefit of $50,884)
    -     -     -     -     -     (84,321 )   (84,321 )
    Pension and other postretirement liabilities (net of tax expense of $4,704)
    -     -     -     -     -     9,255     9,255  
    Net unrealized investment gains (net of tax benefit of $24,014)
    -     -     -     -     -     (25,478 )   (25,478 )
    Foreign currency translation (net of tax expense of $226)
    -     -     -     -     -     419     419  
        Total comprehensive income
                                        1,107,221  
                                             
Common stock repurchases
    -     -     (234,632 )   -     -     -     (234,632 )
Common stock issuances related to stock plans
    -     -     58,635     (4,515 )   -     -     54,120  
Common stock dividends declared
    -     -     -     -     (442,701 )   -     (442,701 )
Preferred dividend requirements of subsidiaries (a)
    (15,046 )   -     -     -     -     -     (15,046 )
                                             
Balance at September 30, 2011
  $ 94,000   $ 2,548   $ (5,700,808 ) $ 5,362,959   $ 9,439,000   $ (138,337 ) $ 9,059,362  
                                             
See Notes to Financial Statements.
                                           
                                             
(a) Consolidated net income and preferred dividend requirements of subsidiaries for both 2010 and 2011 include $10.1 million of preferred dividends on subsidiaries' preferred stock without sinking fund that is not presented as equity.
 


 

SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
   
%
 
   
(Dollars in Millions)
     
Utility Electric Operating Revenues:
                   
  Residential
  $ 1,195     $ 1,149     $ 46       4  
  Commercial
    718       688       30       4  
  Industrial
    674       572       102       18  
  Governmental
    59       61       (2 )     (3 )
    Total retail
    2,646       2,470       176       7  
  Sales for resale
    70       71       (1 )     (1 )
  Other
    18       98       (80 )     (82 )
    Total
  $ 2,734     $ 2,639     $ 95       4  
                                 
Utility Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    12,376       12,365       11       -  
  Commercial
    8,655       8,660       (5 )     -  
  Industrial
    11,024       10,276       748       7  
  Governmental
    689       681       8       1  
    Total retail
    32,744       31,982       762       2  
  Sales for resale
    1,038       1,063       (25 )     (2 )
    Total
    33,782       33,045       737       2  
                                 
                                 
Entergy Wholesale Commodities:
                               
Operating Revenues
  $ 641     $ 672     $ (31 )     (5 )
Billed Electric Energy Sales (GWh)
    11,284       10,736       548       5  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
   
%
 
   
(Dollars in Millions)
       
Utility Electric Operating Revenues:
                         
  Residential
  $ 2,703     $ 2,691     $ 12       -  
  Commercial
    1,794       1,776       18       1  
  Industrial
    1,742       1,663       79       5  
  Governmental
    158       163       (5 )     (3 )
    Total retail
    6,397       6,293       104       2  
  Sales for resale
    198       216       (18 )     (8 )
  Other
    217       351       (134 )     (38 )
    Total
  $ 6,812     $ 6,860     $ (48 )     (1 )
                                 
Utility Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    29,411       29,715       (304 )     (1 )
  Commercial
    22,048       21,935       113       1  
  Industrial
    30,681       28,871       1,810       6  
  Governmental
    1,875       1,854       21       1  
    Total retail
    84,015       82,375       1,640       2  
  Sales for resale
    3,021       3,351       (330 )     (10 )
    Total
    87,036       85,726       1,310       2  
                                 
                                 
Entergy Wholesale Commodities:
                               
Operating Revenues
  $ 1,819     $ 1,954     $ (135 )     (7 )
Billed Electric Energy Sales (GWh)
    32,455       32,362       93       -  
                                 

 




ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.  COMMITMENTS AND CONTINGENCIES  (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Entergy and the Registrant Subsidiaries are involved in a number of legal, regulatory, and tax proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of business.  While management is unable to predict the outcome of such proceedings, management does not believe that the ultimate resolution of these matters will have a material adverse effect on Entergy’s results of operations, cash flows, or financial condition, except as otherwise discussed in the Form 10-K or in this report.  Entergy discusses regulatory proceedings in Note 2 to the financial statements in the Form 10-K and herein, discusses tax proceedings in Note 3 to the financial statements in the Form 10-K and Note 10 to the financial statements herein, and discusses a judicial proceeding involving Vermont Yankee in Note 11 to the financial statements herein.

Vidalia Purchased Power Agreement

See Note 8 to the financial statements in the Form 10-K for a discussion of Entergy Louisiana’s agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project.  Also as discussed in the Form 10-K, in an LPSC-approved settlement related to benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit customer rates for a portion of the benefits.  See Note 10 to the financial statements herein for discussion of an August 2011 settlement with the IRS regarding the mark-to-market income tax treatment of various wholesale electric power purchase and sale agreements, including Entergy Louisiana’s contract to purchase electricity under the Vidalia contract, and Entergy Louisiana’s agreement to credit customer rates for a portion of the benefits.

Nuclear Insurance

See Note 8 to the financial statements in the Form 10-K for information on nuclear liability and property insurance associated with Entergy’s nuclear power plants.

Conventional Property Insurance

See Note 8 to the financial statements in the Form 10-K for information on Entergy’s non-nuclear property insurance program.

Employment Litigation

The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees and third parties not selected for open positions.  These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board; claims of retaliation; and claims for or regarding benefits under various Entergy Corporation sponsored plans.  Entergy and the Registrant Subsidiaries are responding to these lawsuits and proceedings and deny liability to the claimants.

 
28

Entergy Corporation and Subsidiaries
Notes to Financial Statements


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 in the Form 10-K for information regarding asbestos litigation at Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas.


NOTE 2.  RATE AND REGULATORY MATTERS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Regulatory Assets

See Note 2 to the financial statements in the Form 10-K for information regarding regulatory assets in the Utility business presented on the balance sheets of Entergy and the Registrant Subsidiaries.  Following are updates to that information.

Fuel and Purchased Power Cost Recovery

Entergy Gulf States Louisiana

In January 2003 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 1995 through 2004.  The LPSC Staff issued its audit report in December 2010.  The report recommended the disallowance of $23 million of costs which, with interest, would total $43 million.  $2 million of this total relates to a realignment to and recovery through base rates of certain SO2 costs.  Entergy Gulf States Louisiana filed comments disputing the findings in the report.  Entergy Gulf States Louisiana and the LPSC Staff reached a settlement to resolve the audit that requires Entergy Gulf States Louisiana to refund $18 million to customers, including the realignment to base rates of the $2 million of SO2 costs.  Entergy Gulf States Louisiana and the LPSC Staff filed the uncontested settlement, the ALJ held a stipulation hearing in September 2011, and the LPSC approved the settlement in October 2011.  The refund will be made in the November 2011 billing cycle.  Entergy Gulf States Louisiana had previously recorded provisions for the estimated outcome of this proceeding.

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana’s purchased gas adjustment clause filings for its gas distribution operations.  The audit includes a review of the reasonableness of charges flowed through by Entergy Gulf States Louisiana for the period from 2003 through 2008.  Discovery was completed and, in June 2011, the LPSC Staff filed an audit report generally supporting the appropriateness of charges flowed through the purchased gas adjustment clause filings.  The LPSC approved the staff audit report in October 2011.

Entergy Texas

In December 2010, Entergy Texas filed with the PUCT a request to refund fuel cost recovery over-collections through October 2010.  Pursuant to a stipulation among the parties that was approved by the PUCT in March 2011, Entergy Texas refunded over-collections through November 2010 of approximately $73 million, including interest through the refund period.  The refund was made for most customers over a three-month period that began with the February 2011 billing cycle.
 
 
29

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Little Gypsy Repowering Project  (Entergy and Entergy Louisiana)

See the Form 10-K for a discussion of the Little Gypsy repowering project.  As discussed in the Form 10-K, in January 2011 all parties conducted a mediation on the disputed issues, and thereafter, reached agreement on a settlement of all disputed issues, including cost recovery and cost allocation.  The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter.  The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization.  In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana may accomplish such securitization.  In August 2011 the LPSC issued an order approving the settlement and also issued a financing order for the securitization.  See Note 4 to the financial statements for a discussion of the September 2011 issuance of the securitization bonds.

Retail Rate Proceedings

See Note 2 to the financial statements in the Form 10-K for detailed information regarding retail rate proceedings involving the Utility operating companies.  The following are updates to the Form 10-K.

Filings with the LPSC

(Entergy Gulf States Louisiana)

In January 2011, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2010.  The filing showed an earned return on common equity of 8.84% and a revenue deficiency of $0.3 million.  In March 2011, the LPSC Staff filed its findings, suggesting an adjustment that will produce an 11.76% earned return on common equity for the test year and a $0.2 million rate reduction.  Entergy Gulf States Louisiana implemented the $0.2 million rate reduction effective with the May 2011 billing cycle.  The LPSC docket is now closed.

In May 2011, Entergy Gulf States Louisiana made a special formula rate plan rate implementation filing with the LPSC that implements effective with the May 2011 billing cycle a $5.1 million rate decrease to reflect adjustments in accordance with a previous LPSC order relating to the acquisition of Unit 2 of the Acadia Energy Center by Entergy Louisiana.  As a result of the closing of the acquisition and termination of the pre-acquisition power purchase agreement with Acadia, Entergy Gulf States Louisiana’s allocation of capacity related to this unit ended, resulting in a reduction in the additional capacity revenue requirement.

In May 2011, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2010 test year.  The filing reflects an 11.11% earned return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing also reflects a $22.8 million rate decrease for incremental capacity costs.  Entergy Gulf States Louisiana and the LPSC Staff subsequently filed a joint report that also stated that no cost of service rate change is necessary under the formula rate plan, and the LPSC approved it in October 2011.  Unless otherwise ordered by the LPSC, the 2010 test year is the final evaluation period of Entergy Gulf States Louisiana’s formula rate plan.  Entergy Gulf States Louisiana has filed a motion requesting that the LPSC extend the formula rate plan for an additional year.  The LPSC has indicated that it will act on that request at its November 9, 2011 meeting.

(Entergy Louisiana)

In May 2011, Entergy Louisiana made a special formula rate plan rate implementation filing with the LPSC that implements effective with the May 2011 billing cycle a $43.1 million net rate increase to reflect adjustments in accordance with a previous LPSC order relating to the acquisition of Unit 2 of the Acadia Energy Center.  The net rate increase represents the decrease in the additional capacity revenue requirement resulting from the termination of the power purchase agreement with Acadia and the increase in the revenue requirement resulting from the ownership of the Acadia facility.  In August 2011, Entergy Louisiana made a filing to correct the May 2011 filing and decrease the rate by $1.1 million.
 

 
30

Entergy Corporation and Subsidiaries
Notes to Financial Statements


In May 2011, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2010 test year.  The filing reflects an 11.07% earned return on common equity, which is just outside of the allowed earnings bandwidth and results in no cost of service rate change under the formula rate plan.  The filing also reflects a very slight ($9 thousand) rate increase for incremental capacity costs.  Entergy Louisiana and the LPSC Staff subsequently filed a joint report that reflects an 11.07% earned return and results in no cost of service rate change under the formula rate plan, and the LPSC approved the joint report in October 2011.  Unless otherwise ordered by the LPSC, the 2010 test year is the final evaluation period of Entergy Louisiana’s formula rate plan.  Entergy Louisiana has filed a motion requesting that the LPSC extend the formula rate plan for an additional year.  The LPSC has indicated that it will act on that request at its November 9, 2011 meeting.

Filings with the MPSC

In March 2011, Entergy Mississippi submitted its formula rate plan 2010 test year filing.  The filing shows an earned return on common equity of 10.65% for the test year, which is within the earnings bandwidth and results in no change in rates.  The filing is currently subject to MPSC review.

Filings with the City Council

In May 2011, Entergy New Orleans filed its electric and gas formula rate plan evaluation reports for the 2010 test year.  The filings requested a $6.5 million electric rate decrease and a $1.1 million gas rate decrease.  Entergy New Orleans and the City Council’s Advisors reached a settlement that results in an $8.5 million incremental electric rate decrease and a $1.6 million gas rate decrease.  The settlement also provides for the deferral of $13.4 million of Michoud plant maintenance expenses incurred in 2010 and the establishment of a regulatory asset that will be amortized over the period October 2011 through September 2018.  The City Council approved the settlement in September 2011.  The new rates are effective with the first billing cycle of October 2011.
 
System Agreement Cost Equalization Proceedings

See Note 2 to the financial statements in the Form 10-K for detailed information regarding the System Agreement Cost Equalization Proceedings.  The following are updates to the Form 10-K.

As discussed in the Form 10-K, in June 2005, and on rehearing in December 2005, the FERC issued orders finding that, among other things, the System Agreement no longer roughly equalizes total production costs among the Utility operating companies and that, in order to reach rough production cost equalization, a bandwidth remedy should be imposed by which each company’s total annual production costs will have to be within +/- 11% of Entergy System average total annual production costs.  In April 2008, the DC Circuit concluded that the FERC’s orders had failed to adequately explain both its conclusion that it was prohibited from ordering refunds for the 20-month period from September 13, 2001 - May 2, 2003 and its determination to implement the bandwidth remedy commencing on January 1, 2006, rather than June 1, 2005.  The DC Circuit remanded the case to FERC for further proceedings on these issues.

On October 20, 2011, the FERC issued an order addressing the D.C. Circuit remand on these two issues.  On the first issue, the FERC concluded that it did have the authority to order refunds, but decided that it would exercise its equitable discretion and not require refunds for the 20-month period from September 13, 2001 - May 2, 2003.  Because the ruling on refunds relied on findings in the interruptible load proceeding that is discussed below, the FERC concluded that the refund ruling will be held in abeyance pending the outcome of the rehearing requests in that proceeding.  On the second issue, the FERC reversed its prior decision and ordered that the prospective bandwidth remedy begins on June 1, 2005 (the date of its initial order in the proceeding) rather than January 1, 2006, as it had previously ordered.  Pursuant to the October 20, 2011 order, Entergy is required to calculate the additional bandwidth payments for the period June - December 2005 utilizing the bandwidth formula tariff prescribed by the FERC that was filed in a December 2006 compliance filing and accepted by the FERC in an April 2007 order.  Entergy is required to
 
 
31

Entergy Corporation and Subsidiaries
Notes to Financial Statements

submit a compliance filing within 60 days of the date of the order that provides the payments and receipts among the Utility operating companies, and is required to make the payments/receipts among the Utility operating companies within 90 days of the date of the order.  As is the case with bandwidth remedy payments, these payments and receipts will be paid by Utility operating company customers to other Utility operating company customers.
 
The Utility operating companies have recorded liabilities and assets based on the preliminary estimates of the payments and receipts required to implement the FERC’s remedy for the period June - December 2005.  This estimate does not include other payments/receipts among the Utility operating companies that may occur in 2012 based on calendar year 2011 production costs.

 
 Payments or
(Receipts)
 
(In Millions)
Entergy Arkansas
$157
Entergy Gulf States Louisiana
($82)
Entergy Louisiana
$-
Entergy Mississippi
($21)
Entergy New Orleans
$-
Entergy Texas
($54)
 
 
The actual payments/receipts related to implementing the bandwidth remedy for the period from June – December 2005 will not be finalized until the Utility operating companies’ compliance filing has been completed.  The actual payments/receipts may vary from the above estimates, which are preliminary.  The compliance filing is due to be filed at the FERC by December 19, 2011.

Rough Production Cost Equalization Rates

2011 Rate Filing Based on Calendar Year 2010 Production Costs

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

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

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


 
32

Entergy Corporation and Subsidiaries
Notes to Financial Statements


2010 Rate Filing Based on Calendar Year 2009 Production Costs

In May 2010, Entergy filed with the FERC the 2010 rates in accordance with the FERC’s orders in the System Agreement proceeding, and supplemented the filing in September 2010.  Several parties intervened in the proceeding at the FERC, including the LPSC and the City Council, which have also filed protests.  In July 2010 the FERC accepted Entergy’s proposed rates for filing, effective June 1, 2010, subject to refund, and set the proceeding for hearing and settlement procedures.  Settlement procedures have been terminated, and the ALJ scheduled hearings to begin in March 2011.  Subsequently, in January 2011 the ALJ issued an order directing the parties and FERC Staff to show cause why this proceeding should not be stayed pending the issuance of FERC decisions in the prior production cost proceedings currently before the FERC on review.  In March 2011 the ALJ issued an order placing this proceeding in abeyance.

2008 Rate Filing Based on Calendar Year 2007 Production Costs

As discussed in the Form 10-K a hearing on remaining issues in the proceeding was completed in June 2009, and in September 2009 the ALJ issued an initial decision.  Entergy, the APSC, the LPSC, and the MPSC submitted briefs on exceptions in the proceeding.  In October 2011 the FERC issued an order on the ALJ’s initial decision.  The FERC’s order may result in a minor reallocation of payments/receipts among the Utility operating companies on one issue in the 2008 rate filing.

Interruptible Load Proceeding

See the Form 10-K for a discussion of the interruptible load proceeding, including the FERC’s motion requesting the D.C. Circuit hold the appeal of the FERC’s decisions ordering refunds in the interruptible load proceeding in abeyance and remand the record to the FERC.  The D.C. Circuit granted the FERC’s unopposed motion in June 2009.  In December 2009 the FERC established a paper hearing to determine whether the FERC had the authority and, if so, whether it would be appropriate to order refunds resulting from changes in the treatment of interruptible load in the allocation of capacity costs by the Utility operating companies.  In August 2010 the FERC issued an order stating that it has the authority and refunds are appropriate.  The APSC, MPSC, and Entergy requested rehearing of the FERC’s decision.  In June 2011 the FERC issued an order granting rehearing in part and denying rehearing in part, in which the FERC determined to invoke its discretion to deny refunds.  The FERC held that in this case where “the Entergy system as a whole collected the proper level of revenue, but, as was later established, incorrectly allocated peak load responsibility among the various Entergy operating companies….the Commission will apply here our usual practice in such cases, invoking our equitable discretion to not order refunds, notwithstanding our authority to do so.”  The LPSC has requested rehearing of the FERC’s June 2011 decision.  On October 6, 2011 the FERC issued an “Order Establishing Paper Hearing” inviting parties that oppose refunds to file briefs within 30 days addressing the LPSC’s argument that FERC precedent supports refunds under the circumstances present in this proceeding.  Parties that favor refunds are then invited to file reply briefs within 21 days of the date that the initial briefs are due.

In September 2010 the FERC had issued an order setting the refund report filed in the proceeding in November 2007 for hearing and settlement judge procedures.  In May 2011, Entergy filed a settlement agreement that resolved all issues relating to the refund report set for hearing.  In June 2011 the settlement judge certified the settlement as uncontested and the settlement agreement is currently pending before the FERC.  In July 2011, Entergy filed an amended/corrected refund report and a motion to defer action on the settlement agreement until after the FERC rules on the LPSC’s rehearing request regarding the June 2011 decision denying refunds.

Prior to the FERC’s June 2011 order on rehearing, Entergy Arkansas filed an application in November 2010 with the APSC for recovery of the refund that it paid.  The APSC denied Entergy Arkansas’s application, and also denied Entergy Arkansas’s petition for rehearing.  If the FERC were to order Entergy Arkansas to pay refunds on rehearing in the interruptible load proceeding the APSC’s decision would trap FERC-approved costs at Entergy Arkansas with no regulatory-approved mechanism to recover them.  In August 2011, Entergy Arkansas filed a complaint in the United States District Court for the Eastern District of Arkansas asking for a declaratory judgment.  In the complaint Entergy Arkansas asks the court to declare that the rejection of Entergy Arkansas’s application by the APSC is preempted by the Federal Power Act.  The APSC filed a motion to dismiss the complaint and a decision is pending.
 
 
33

Entergy Corporation and Subsidiaries
Notes to Financial Statements


NOTE 3.  EQUITY  (Entergy Corporation, Entergy Gulf States Louisiana, and Entergy Louisiana)

Common Stock

Earnings per Share

The following tables present Entergy’s basic and diluted earnings per share calculations included on the consolidated income statement:

   
For the Three Months Ended September 30,
 
   
2011
   
2010
 
   
(In Millions, Except Per Share Data)
 
                                     
Basic earnings per share
 
Income
   
Shares
   
$/share
   
Income
   
Shares
   
$/share
 
                                     
Net income attributable to
      Entergy Corporation
  $ 628.1       177.0     $ 3.55     $ 492.9       186.0     $ 2.65  
Average dilutive effect of:
                                               
Stock options
    -       0.7       (0.02 )     -       1.8       (0.03 )
                                                 
Diluted earnings per share
  $ 628.1       177.7     $ 3.53     $ 492.9       187.8     $ 2.62  



   
For the Nine Months Ended September 30,
 
   
2011
   
2010
 
   
(In Millions, Except Per Share Data)
 
                                     
Basic earnings per share
 
Income
   
Shares
   
$/share
   
Income
   
Shares
   
$/share
 
                                     
Net income attributable to
      Entergy Corporation
  $ 1,192.3       177.9     $ 6.70     $ 1,022.0       188.0     $ 5.44  
Average dilutive effect of:
                                               
Stock options
    -       0.9       (0.03 )     -       1.9       (0.06 )
                                                 
Diluted earnings per share
  $ 1,192.3       178.8     $ 6.67     $ 1,022.0       189.9     $ 5.38  

Entergy’s stock options and other equity compensation plans are discussed in Note 5 herein, and in Note 12 to the financial statements in the Form 10-K.

Treasury Stock

During the nine months ended September 30, 2011, Entergy Corporation issued 804,801 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards.  Also during the nine months ended September 30, 2011, Entergy Corporation repurchased 3,475,000 shares of its common stock for a total purchase price of $234.6 million.


 
34

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Retained Earnings

On October 28, 2011 Entergy Corporation’s Board of Directors declared a common stock dividend of $0.83 per share, payable on December 1, 2011 to holders of record as of November 10, 2011.

Comprehensive Income

Accumulated other comprehensive income (loss) is included in the equity section of the balance sheets of Entergy, Entergy Gulf States Louisiana, and Entergy Louisiana.  Accumulated other comprehensive loss in the balance sheets included the following components:

   
Entergy
   
Entergy
Gulf States Louisiana
   
Entergy
Louisiana
 
   
September 30,
2011
   
December 31,
2010
   
September 30,
2011
   
December 31,
2010
   
September 30,
2011
   
December 31,
2010
 
   
(In Thousands)
 
                                     
Cash flow hedges net
  unrealized gain
  $ 21,937     $ 106,258     $ -     $ -     $ -     $ -  
Pension and other
  postretirement liabilities
    (267,211 )     (276,466 )     (38,589 )     (40,304 )     (23,495 )     (24,962 )
Net unrealized investment
  gains
    104,207       129,685       -       -       -       -  
Foreign currency translation
    2,730       2,311       -       -       -       -  
Total
  $ (138,337 )   $ (38,212 )   $ (38,589 )   $ (40,304 )   $ (23,495 )   $ (24,962 )

Other comprehensive income and total comprehensive income for the nine months ended September 30, 2011 and 2010 are presented in Entergy’s, Entergy Gulf States Louisiana’s, and Entergy Louisiana’s Statements of Changes in Equity and Comprehensive Income.  Other comprehensive income and total comprehensive income, for the three months ended September 30, 2011 and 2010, are (all of the components of other comprehensive income are attributable to common equity):
 
   
Entergy
 
Three Months Ended September 30,
 
2011
   
2010
 
   
(In Thousands)
 
             
Consolidated net income
  $ 633,069     $ 497,901  
Other comprehensive income
               
Cash flow hedges net unrealized gain (loss) (a)
    (12,597 )     53,840  
Pension and other postretirement liabilities (b)
    2,657       1,001  
Net unrealized investment gain (loss) (c)
    (53,349 )     48,280  
Foreign currency translation (d)
    108       510  
Total
  $ 569,888     $ 601,532  

(a)
Net of tax expense (benefit) of ($9,041) and $32,466, respectively.
(b)
Net of tax expense of $1,647 and $2,236, respectively.
(c)
Net of tax expense (benefit) of ($52,740) and $44,499, respectively.
(d)
Net of tax expense of $59 and $275, respectively.

 
 
35

Entergy Corporation and Subsidiaries
Notes to Financial Statements


   
Entergy
Gulf States Louisiana
   
Entergy
Louisiana
 
Three Months Ended  September 30,
 
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
 
                         
Net income
  $ 51,946     $ 76,939     $ 337,722     $ 94,320  
Other comprehensive income
                               
Pension and other postretirement liabilities (e)
    486       516       366       444  
Total
  $ 52,432     $ 77,455     $ 338,088     $ 94,764  

(e)
Net of tax expense of $507, $508, $366, and $378, respectively.


NOTE 4.  REVOLVING CREDIT FACILITIES, LINES OF CREDIT, SHORT-TERM BORROWINGS, AND LONG-TERM DEBT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Entergy Corporation has in place a credit facility that has a borrowing capacity of approximately $3.5 billion and expires in August 2012, which Entergy intends to renew before expiration.  Because the facility is now within one year of its expiration date, borrowings outstanding on the facility are classified as currently maturing long-term debt on the balance sheet.  Entergy Corporation also has the ability to issue letters of credit against the total borrowing capacity of the credit facility.  The facility fee is currently 0.125% of the commitment amount.  Facility fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation.  The weighted average interest rate for the nine months ended September 30, 2011 was 0.746% on the drawn portion of the facility.  Following is a summary of the borrowings outstanding and capacity available under the facility as of September 30, 2011.

 
Capacity
 
 
Borrowings
 
Letters
of Credit
 
Capacity
Available
(In Millions)
             
$3,463       
 
$1,870      
 
$25        
 
$1,568     

Entergy Corporation’s facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization.  Entergy is in compliance with this covenant.  If Entergy fails to meet this ratio, or if Entergy Corporation or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility maturity date may occur.

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas each had credit facilities available as of September 30, 2011 as follows:

 
 
 
Company
 
 
 
 
Expiration Date
 
 
 
Amount of
Facility
 
 
 
 
Interest Rate (a)
 
Amount Drawn
as of
September 30,
2011
                 
Entergy Arkansas
 
April 2012
 
$78 million (b)
 
3.25%
 
-
Entergy Gulf States Louisiana
 
August 2012
 
$100 million (c)
 
0.71%
 
-
Entergy Louisiana
 
August 2012
 
$200 million (d)
 
0.71%
 
-
Entergy Mississippi
 
May 2012
 
$35 million (e)
 
1.99%
 
-
Entergy Mississippi
 
May 2012
 
$25 million (e)
 
1.99%
 
-
Entergy Mississippi
 
May 2012
 
$10 million (e)
 
1.99%
 
-
Entergy Texas
 
August 2012
 
$100 million (f)
 
0.71%
 
-
 
 
36

Entergy Corporation and Subsidiaries
Notes to Financial Statements


(a)
The interest rate is the rate as of September 30, 2011 that would be applied to outstanding borrowings under the facility.
(b)
The credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization.  Borrowings under the Entergy Arkansas credit facility may be secured by a security interest in its accounts receivable.
(c)
The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2011, no letters of credit were outstanding.  The credit facility requires Entergy Gulf States Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.
(d)
The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2011, no letters of credit were outstanding.  The credit facility requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.
(e)
Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable.  Entergy Mississippi is required to maintain a consolidated debt ratio of 65% or less of its total capitalization.
(f)
The credit facility allows Entergy Texas to issue letters of credit against the borrowing capacity of the facility.  As of September 30, 2011, no letters of credit were outstanding.  The credit facility requires Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization.  Pursuant to the terms of the credit agreement securitization bonds are excluded from debt and capitalization in calculating the debt ratio.

The facility fees on the credit facilities range from 0.09% to 0.15% of the commitment amount.

The short-term borrowings of the Registrant Subsidiaries are limited to amounts authorized by the FERC.  The current FERC-authorized limits are effective through October 31, 2013.  In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ dependence on external short-term borrowings.  Borrowings from the money pool and external borrowings combined may not exceed the FERC-authorized limits.  The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings as of September 30, 2011 (aggregating both money pool and external short-term borrowings) for the Registrant Subsidiaries:


   
Authorized
   
Borrowings
 
   
(In Millions)
 
             
Entergy Arkansas
  $ 250     $ 32  
Entergy Gulf States Louisiana
  $ 200         -  
Entergy Louisiana
  $ 250         -  
Entergy Mississippi
  $ 175     $ 16  
Entergy New Orleans
  $ 100         -  
Entergy Texas
  $ 200         -  
System Energy
  $ 200         -  

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

See Note 18 to the financial statements in the Form 10-K for a discussion of the consolidation of the nuclear fuel company variable interest entities (VIE).  The variable interest entities have credit facilities and also issue commercial paper to finance the acquisition and ownership of nuclear fuel as follows as of September 30, 2011:
 
 
37

Entergy Corporation and Subsidiaries
Notes to Financial Statements


 
 
 
 
 
Company
 
 
 
 
 
Expiration
Date
 
 
 
 
Amount
of
Facility
 
Weighted
Average
Interest
Rate on
Borrowings
(a)
 
 
Amount
Outstanding
as of
September 30,
2011
 
   
(Dollars in Millions)
 
                   
Entergy Arkansas VIE
 
July 2013
 
$85
 
2.40%
 
$60.3
 
Entergy Gulf States Louisiana VIE
 
July 2013
 
$85
 
2.13%
 
$42.7
 
Entergy Louisiana VIE
 
July 2013
 
$90
 
2.26%
 
$56.5
 
System Energy VIE
 
July 2013
 
$100
 
-
 
-
 

(a) Includes letter of credit fees and bank fronting fees on commercial paper issuances by the VIEs for Entergy Arkansas, Entergy Louisiana, and System Energy.  The VIE for Entergy Gulf States Louisiana does not issue commercial paper, but borrows directly on its bank credit facility.

The amount outstanding on Entergy Gulf States Louisiana’s credit facility is included in long-term debt on its balance sheet and the commercial paper outstanding for the other VIEs is classified as a current liability on the respective balance sheets.  The commitment fees on the credit facilities are 0.20% of the undrawn commitment amount.  Each credit facility requires the respective lessee (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, or Entergy Corporation as guarantor for System Energy) to maintain a consolidated debt ratio of 70% or less of its total capitalization.

The variable interest entities had notes payable that are included in long-term debt on the respective balance sheets as of September 30, 2011 as follows:

Company
 
Description
 
Amount
         
Entergy Arkansas VIE
 
9% Series H due June 2013
 
$30 million
Entergy Arkansas VIE
 
5.69% Series I due July 2014
 
$70 million
Entergy Arkansas VIE
 
3.23% Series J due July 2016
 
$55 million
Entergy Gulf States Louisiana VIE
 
5.56% Series N due May 2013
 
$75 million
Entergy Gulf States Louisiana VIE
 
5.41% Series O due July 2012
 
$60 million
Entergy Louisiana VIE
 
5.69% Series E due July 2014
 
$50 million
Entergy Louisiana VIE
 
3.30% Series F due March 2016
 
$20 million
System Energy VIE
 
6.29% Series F due September 2013
 
$70 million
System Energy VIE
 
5.33% Series G due April 2015
 
$60 million

In accordance with regulatory treatment, interest on the nuclear fuel company variable interest entities’ credit facilities, commercial paper, and long-term notes payable is reported in fuel expense.

Debt Issuances and Redemptions

(Entergy Louisiana)

In March 2011, Entergy Louisiana issued $200 million of 4.80% Series first mortgage bonds due May 2021.  Entergy Louisiana used the proceeds, together with other available funds, to purchase Unit 2 of the Acadia Energy Center, a 580MW generating unit located near Eunice, Louisiana.

In August 2011, the LPSC issued a financing order authorizing the issuance of bonds to recover Entergy Louisiana’s investment recovery costs associated with the cancelled Little Gypsy repowering project.  In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds.  The bonds have an interest rate
 
 
38

Entergy Corporation and Subsidiaries
Notes to Financial Statements

of 2.04% and an expected maturity date of June 2021.  Although the principal amount is not due until the date given above, Entergy Louisiana Investment Recovery Funding expects to make principal payments on the bonds over the next five years in the amounts of $25.6 million for 2012, $16.6 million for 2013, $21.9 million for 2014, $20.5 million for 2015, and $21.6 million for 2016.  With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds.  In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs.  The investment recovery property is reflected as a regulatory asset on the consolidated Entergy Louisiana balance sheet.  The creditors of Entergy Louisiana do not have recourse to the assets or revenues of Entergy Louisiana Investment Recovery Funding, including the investment recovery property, and the creditors of Entergy Louisiana Investment Recovery Funding do not have recourse to the assets or revenues of Entergy Louisiana.  Entergy Louisiana has no payment obligations to Entergy Louisiana Investment Recovery Funding except to remit investment recovery charge collections.

(Entergy Mississippi)

In April 2011, Entergy Mississippi issued $150 million of 6.0% Series first mortgage bonds due May 2051. Entergy Mississippi used a portion of the proceeds to pay at maturity its $80 million 4.65% Series first mortgage bonds due May 2011.

In May 2011, Entergy Mississippi issued $125 million of 3.25% Series first mortgage bonds due June 2016.  Entergy Mississippi used a portion of the proceeds to pay prior to maturity its $100 million 5.92% Series first mortgage bonds due February 2016.

(Entergy Texas)

In September 2011, Entergy Texas issued $75 million of 4.10% Series first mortgage bonds due September 2021.

Fair Value

The book value and the fair value of long-term debt for Entergy Corporation and the Registrant Subsidiaries as of September 30, 2011 are as follows:

   
Book Value
of Long-Term Debt
   
Fair Value
of Long-Term Debt (a) (b)
 
   
(In Thousands)
 
             
Entergy
  $ 12,264,403     $ 12,211,941  
Entergy Arkansas
  $ 1,882,056     $ 1,757,503  
Entergy Gulf States Louisiana
  $ 1,603,011     $ 1,707,838  
Entergy Louisiana
  $ 2,198,460     $ 2,195,653  
Entergy Mississippi
  $ 920,424     $ 975,856  
Entergy New Orleans
  $ 166,599     $ 168,550  
Entergy Texas
  $ 1,686,582     $ 1,908,427  
System Energy
  $ 787,029     $ 627,286  
                 
 
(a)
The values exclude lease obligations of $188 million at Entergy Louisiana and $179 million at System Energy, long-term DOE obligations of $181 million at Entergy Arkansas, and the note payable to NYPA of $148 million at Entergy, and include debt due within one year.
(b)
Fair values are based on prices derived by independent third parties that use inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads.

 
 
39

Entergy Corporation and Subsidiaries
Notes to Financial Statements

NOTE 5.  STOCK-BASED COMPENSATION (Entergy Corporation)

Entergy grants stock awards, which are described more fully in Note 12 to the financial statements in the Form 10-K.  Awards under Entergy’s plans generally vest over three years.

Stock Options

Entergy granted 388,200 stock options during the first quarter 2011 with a weighted-average fair value of $11.48.  At September 30, 2011, there are 10,738,033 stock options outstanding with a weighted-average exercise price of $74.73.  The intrinsic value, which has no effect on net income, of the outstanding stock options is calculated by the difference in the weighted average exercise price of the stock options granted and Entergy Corporation’s common stock price as of September 30, 2011.  Because Entergy’s stock price at September 30, 2011 is less than the weighted average exercise price, the aggregate intrinsic value of the stock options outstanding as of September 30, 2011 is zero.  The intrinsic value of “in the money” stock options is $46.8 million as of September 30, 2011.

The following table includes financial information for stock options for the third quarter and nine months ended September 30 for each of the years presented:
 
   
2011
   
2010
 
   
(In Millions)
 
             
Compensation expense included in Entergy’s net income for the third quarter
  $ 2.5     $ 3.7  
Tax benefit recognized in Entergy’s net income for the third quarter
  $ 0.9     $ 1.4  
                 
Compensation expense included in Entergy’s net income for the nine months ended September 30,
  $ 8.0     $ 11.3  
Tax benefit recognized in Entergy’s net income for the nine months ended September 30,
  $ 3.1     $ 4.4  
                 
Compensation cost capitalized as part of fixed assets and inventory as of September 30,
  $ 1.5     $ 2.2  

Restricted Stock Awards

In January 2011, the Board approved and Entergy granted 166,800 restricted stock awards under the 2007 Equity Ownership and Long-term Cash Incentive Plan.  The grants were made effective as of January 27, 2011 and were valued at $72.79 per share, which was the closing price of Entergy’s common stock on that date.  One-third of the restricted stock awards will vest upon each anniversary of the grant date and are expensed ratably over the three year vesting period.  Shares of restricted stock have the same dividend and voting rights as other common stock and are considered issued and outstanding shares of Entergy upon vesting.

The following table includes financial information for restricted stock for the third quarter and nine months ended September 30 for each of the years presented:

   
2011
   
2010
 
   
(In Millions)
 
             
Compensation expense included in Entergy’s net income for the third quarter
  $ 1.0     $ -  
Tax benefit recognized in Entergy’s net income for the third quarter
  $ 0.4     $ -  
                 
Compensation expense included in Entergy’s net income for the nine months ended September 30,
  $ 2.9     $ -  
Tax benefit recognized in Entergy’s net income for the nine months ended September 30,
  $ 1.1     $ -  
                 
Compensation cost capitalized as part of fixed assets and inventory as of September 30,
  $ 0.5     $ -  
 
 
40

Entergy Corporation and Subsidiaries
Notes to Financial Statements

NOTE 6.  RETIREMENT AND OTHER POSTRETIREMENT BENEFITS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Components of Net Pension Cost

Entergy’s qualified pension cost, including amounts capitalized, for the third quarters of 2011 and 2010, included the following components:

   
2011
   
2010
 
   
(In Thousands)
 
             
Service cost - benefits earned during the period
  $ 30,490     $ 26,239  
Interest cost on projected benefit obligation
    59,248       57,802  
Expected return on assets
    (75,319 )     (64,902 )
Amortization of prior service cost
    838       1,164  
Amortization of loss
    23,244       16,475  
Net pension costs
  $ 38,501     $ 36,778  

Entergy’s qualified pension cost, including amounts capitalized, for the nine months ended September 30, 2011 and 2010, included the following components:

   
2011
   
2010
 
   
(In Thousands)
 
             
Service cost - benefits earned during the period
  $ 91,470     $ 78,717  
Interest cost on projected benefit obligation
    177,744       173,406  
Expected return on assets
    (225,957 )     (194,706 )
Amortization of prior service cost
    2,514       3,492  
Amortization of loss
    69,732       49,425  
Net pension costs
  $ 115,503     $ 110,334  

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for the third quarters of 2011 and 2010, included the following components:

 
 
2011
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
 Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 4,518     $ 2,462     $ 2,886     $ 1,327     $ 561     $ 1,197     $ 1,235  
Interest cost on projected
                                                       
  benefit obligation
    12,991       5,928       8,159       3,909       1,762       3,993       2,939  
Expected return on assets
    (15,609 )     (8,339 )     (9,716 )     (5,038 )     (2,114 )     (5,501 )     (3,784 )
Amortization of prior service
                                                       
  cost
    115       20       70       38       9       16       4  
Amortization of loss
    6,421       2,279       4,497       1,680       1,166       1,394       1,321  
Net pension cost
  $ 8,436     $ 2,350     $ 5,896     $ 1,916     $ 1,384     $ 1,099     $ 1,715  
 
 
41

Entergy Corporation and Subsidiaries
Notes to Financial Statements


 
 
2010
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
 Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 3,944     $ 2,116     $ 2,443     $ 1,163     $ 516     $ 1,067     $ 1,033  
Interest cost on projected
                                                       
  benefit obligation
    12,319       6,094       7,135       3,807       1,510       3,967       2,252  
Expected return on assets
    (12,659 )     (7,688 )     (8,194 )     (4,313 )     (1,809 )     (5,137 )     (2,952 )
Amortization of prior service
                                                       
  cost
    196       75       119       79       44       59       8  
Amortization of loss
    4,126       1,906       2,151       1,091       636       802       132  
Net pension cost
  $ 7,926     $ 2,503     $ 3,654     $ 1,827     $ 897     $ 758     $ 473  

The Registrant Subsidiaries’ qualified pension cost, including amounts capitalized, for the nine months ended September 30, 2011 and 2010, included the following components:

 
 
2011
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
 Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 13,554     $ 7,386     $ 8,658     $ 3,981     $ 1,683     $ 3,591     $ 3,705  
Interest cost on projected
                                                       
  benefit obligation
    38,973       17,784       24,477       11,727       5,286       11,979       8,817  
Expected return on assets
    (46,827 )     (25,017 )     (29,148 )     (15,114 )     (6,342 )     (16,503 )     (11,352 )
Amortization of prior service
                                                       
  cost
    345       60       210       114       27       48       12  
Amortization of loss
    19,263       6,837       13,491       5,040       3,498       4,182       3,963  
Net pension cost
  $ 25,308     $ 7,050     $ 17,688     $ 5,748     $ 4,152     $ 3,297     $ 5,145  


 
 
2010
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
 Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 11,832     $ 6,348     $ 7,329     $ 3,489     $ 1,548     $ 3,201     $ 3,099  
Interest cost on projected
                                                       
  benefit obligation
    36,957       18,282       21,405       11,421       4,530       11,901       6,756  
Expected return on assets
    (37,977 )     (23,064 )     (24,582 )     (12,939 )     (5,427 )     (15,411 )     (8,856 )
Amortization of prior service
                                                       
  cost
    588       225       357       237       132       177       24  
Amortization of loss
    12,378       5,718       6,453       3,273       1,908       2,406       396  
Net pension cost
  $ 23,778     $ 7,509     $ 10,962     $ 5,481     $ 2,691     $ 2,274     $ 1,419  
 
 


 
42

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy recognized $4.9 million and $4.7 million in pension cost for its non-qualified pension plans in the third quarters of 2011 and 2010, respectively.In the third quarter 2010, Entergy recognized a $0.4 million settlement charge related to the payment of lump sum benefits out of the plan that is included in the non-qualified pension cost above.  Entergy recognized $14.6 million and $20.9 million in pension cost for its non-qualified pension plans for the nine months ended September 30, 2011 and 2010, respectively, including the $7.3 million settlement charge recognized in the second and third quarters 2010.
 
 
The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans in the third quarters of 2011 and 2010:

   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
   
(In Thousands)
Non-qualified pension cost
  third quarter 2011
 
 
$115          
 
 
$42           
 
 
$4           
 
 
$48        
 
 
$16          
 
 
$192        
Non-qualified pension cost
  third quarter 2010
 
 
$105          
 
 
$41           
 
 
$6           
 
 
$52        
 
 
$6          
 
 
$169        

The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans for the nine months ended September 30, 2011 and 2010:

   
 
Entergy
Arkansas
 
Entergy
Gulf States
Louisiana
 
 
Entergy
Louisiana
 
 
Entergy
Mississippi
 
 
Entergy
New Orleans
 
 
Entergy
Texas
   
(In Thousands)
Non-qualified pension cost
    nine months ended
September 30, 2011
 
 
 
$345          
 
 
 
$126          
 
 
 
$12          
 
 
 
$144       
 
 
 
$48         
 
 
 
$576      
Non-qualified pension cost
    nine months ended
September 30, 2010
 
 
 
$395             
 
 
 
$122         
 
 
 
$17         
 
 
 
$153       
 
 
 
$19        
 
 
 
$515       
Settlement charge recognized
    in the nine months ended
    September 30, 2010 included in cost  above
 
 
 
 
$86              
 
 
 
 
$  -          
 
 
 
 
$  -          
 
 
 
 
$  -       
 
 
 
 
$  -        
 
 
 
 
$5        

Components of Net Other Postretirement Benefit Cost

Entergy’s other postretirement benefit cost, including amounts capitalized, for the third quarters of 2011 and 2010, included the following components:

   
2011
   
2010
 
   
(In Thousands)
 
             
Service cost - benefits earned during the period
  $ 14,835     $ 13,078  
Interest cost on accumulated postretirement benefit
     obligation (APBO)
    18,631       19,020  
Expected return on assets
    (7,369 )     (6,553 )
Amortization of transition obligation
    796       932  
Amortization of prior service cost
    (3,518 )     (3,015 )
Amortization of loss
    5,298       4,317  
Net other postretirement benefit cost
  $ 28,673     $ 27,779  
 
 
43

Entergy Corporation and Subsidiaries
Notes to Financial Statements

Entergy’s other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2011 and 2010, included the following components:

   
2011
   
2010
 
   
(In Thousands)
 
             
Service cost - benefits earned during the period
  $ 44,505     $ 39,234  
Interest cost on APBO
    55,893       57,060  
Expected return on assets
    (22,107 )     (19,659 )
Amortization of transition obligation
    2,388       2,796  
Amortization of prior service cost
    (10,554 )     (9,045 )
Amortization of loss
    15,894       12,951  
Net other postretirement benefit cost
  $ 86,019     $ 83,337  

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for the third quarters of 2011 and 2010, included the following components:

 
 
2011
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System
Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 2,013     $ 1,540     $ 1,635     $ 658     $ 362     $ 769     $ 661  
Interest cost on APBO
    3,436       2,075       2,192       1,093       806       1,486       667  
Expected return on assets
    (2,882 )     -       -       (977 )     (800 )     (1,874 )     (529 )
Amortization of transition
                                                       
  obligation
    205       60       96       88       298       47       2  
Amortization of prior service
                                                       
  cost
    (133 )     (206 )     (62 )     (35 )     10       (107 )     (147 )
Amortization of loss
    1,610       723       698       540       241       700       369  
Net other postretirement
                                                       
  benefit cost
  $ 4,249     $ 4,192     $ 4,559     $ 1,367     $ 917     $ 1,021     $ 1,023  

 
 
2010
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System
Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 1,843     $ 1,370     $ 1,371     $ 550     $ 347     $ 697     $ 563  
Interest cost on APBO
    3,629       2,144       2,269       1,093       900       1,582       641  
Expected return on assets
    (2,445 )     -       -       (888 )     (725 )     (1,718 )     (468 )
Amortization of transition
                                                       
  obligation
    205       60       96       88       415       66       2  
Amortization of prior service
                                                       
  cost
    (197 )     (77 )     117       (62 )     90       19       (191 )
Amortization of loss
    1,690       663       609       476       274       752       325  
Net other postretirement
                                                       
  benefit cost
  $ 4,725     $ 4,160     $ 4,462     $ 1,257     $ 1,301     $ 1,398     $ 872  

 
44

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The Registrant Subsidiaries’ other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2011 and 2010, included the following components:

 
 
2011
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System
Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 6,039     $ 4,620     $ 4,905     $ 1,974     $ 1,086     $ 2,307     $ 1,983  
Interest cost on APBO
    10,308       6,225       6,576       3,279       2,418       4,458       2,001  
Expected return on assets
    (8,646 )     -       -       (2,931 )     (2,400 )     (5,622 )     (1,587 )
Amortization of transition
                                                       
  obligation
    615       180       288       264       894       141       6  
Amortization of prior service
                                                       
  cost
    (399 )     (618 )     (186 )     (105 )     30       (321 )     (441 )
Amortization of loss
    4,830       2,169       2,094       1,620       723       2,100       1,107  
Net other postretirement
                                                       
  benefit cost
  $ 12,747     $ 12,576     $ 13,677     $ 4,101     $ 2,751     $ 3,063     $ 3,069  


 
 
2010
 
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System
Energy
 
   
(In Thousands)
 
Service cost - benefits earned
                                         
  during the period
  $ 5,529     $ 4,110     $ 4,113     $ 1,650     $ 1,041     $ 2,091     $ 1,689  
Interest cost on APBO
    10,887       6,432       6,807       3,279       2,700       4,746       1,923  
Expected return on assets
    (7,335 )     -       -       (2,664 )     (2,175 )     (5,154 )     (1,404 )
Amortization of transition
                                                       
  obligation
    615       180       288       264       1,245       198       6  
Amortization of prior service
                                                       
  cost
    (591 )     (231 )     351       (186 )     270       57       (573 )
Amortization of loss
    5,070       1,989       1,827       1,428       822       2,256       975  
Net other postretirement
                                                       
  benefit cost
  $ 14,175     $ 12,480     $ 13,386     $ 3,771     $ 3,903     $ 4,194     $ 2,616  

Employer Contributions

Based on current assumptions, Entergy expects to contribute $400.5 million to its qualified pension plans in 2011.   As of the end of September 2011, Entergy had contributed $337.9 million to its pension plans.  Therefore, Entergy presently anticipates contributing an additional $62.6 million to fund its qualified pension plans in 2011.

 
45

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Based on current assumptions, the Registrant Subsidiaries expect to contribute the following to qualified pension plans in 2011:

   
Entergy
Arkansas
   
Entergy
Gulf States
Louisiana
   
Entergy
Louisiana
   
Entergy
Mississippi
   
Entergy
New Orleans
   
Entergy
Texas
   
System
Energy
 
   
(In Thousands)
 
Expected 2011 pension
  contributions
  $ 120,400     $ 27,318     $ 60,597     $ 29,169     $ 12,160     $ 18,235     $ 28,351  
Pension contributions made
  through September 2011
  $ 104,218     $ 22,619     $ 51,411     $ 25,173     $ 10,291     $ 14,946     $ 24,452  
Remaining estimated pension
  contributions to be made in 2011
  $ 16,182     $ 4,699     $ 9,186     $ 3,996     $ 1,869     $ 3,289     $ 3,899  


NOTE 7.  BUSINESS SEGMENT INFORMATION (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Entergy Corporation

Entergy’s reportable segments as of September 30, 2011 are Utility and Entergy Wholesale Commodities.  Utility includes the generation, transmission, distribution, and sale of electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and natural gas utility service in portions of Louisiana.  Entergy Wholesale Commodities includes the ownership and operation of six nuclear power plants located in the northern United States and the sale of the electric power produced by those plants to wholesale customers.  Entergy Wholesale Commodities also includes the ownership of interests in non-nuclear power plants that sell the electric power produced by those plants to wholesale customers.  “All Other” includes the parent company, Entergy Corporation, and other business activity, including the earnings on the proceeds of sales of previously-owned businesses.

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

Entergy’s segment financial information for the third quarters of 2011 and 2010 is as follows:

   
 
Utility
   
Entergy
Wholesale
Commodities*
   
 
All Other
   
 
Eliminations
   
 
Entergy
 
   
(In Thousands)
 
2011
                             
Operating revenues
  $ 2,760,631     $ 641,216     $ 1,015     $ (7,309 )   $ 3,395,553  
Income taxes (benefit)
  $ (158,673 )   $ 64,079     $ (24,537 )   $ -     $ (119,131 )
Consolidated net income
  $ 528,459     $ 130,862     $ 1,393     $ (27,645 )   $ 633,069  
                                         
2010
                                       
Operating revenues
  $ 2,666,727     $ 671,927     $ 971     $ (7,449 )   $ 3,332,176  
Income taxes (benefit)
  $ 216,590     $ 30,728     $ (62,682 )   $ -     $ 184,636  
Consolidated net income
  $ 337,941     $ 143,721     $ 45,432     $ (29,193 )   $ 497,901  



 
46

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy’s segment financial information for the nine months ended September 30, 2011 and 2010 is as follows:

   
 
Utility
   
Entergy
Wholesale
Commodities*
   
 
All Other
   
 
Eliminations
   
 
Entergy
 
   
(In Thousands)
 
2011
                             
Operating revenues
  $ 6,939,724     $ 1,819,439     $ 3,153     $ (22,275 )   $ 8,740,041  
Income taxes (benefit)
  $ 70,567     $ 213,344     $ (87,839 )   $ -     $ 196,072  
Consolidated net income
  $ 949,854     $ 319,651     $ 20,776     $ (82,935 )   $ 1,207,346  
                                         
2010
                                       
Operating revenues
  $ 7,016,664     $ 1,954,393     $ 4,997     $ (21,581 )   $ 8,954,473  
Income taxes (benefit)
  $ 447,607     $ 185,616     $ (96,996 )   $ -     $ 536,227  
Consolidated net income
  $ 711,085     $ 338,820     $ 53,005     $ (65,911 )   $ 1,036,999  

Businesses marked with * are sometimes referred to as the “competitive businesses.”  Eliminations are primarily intersegment activity.

Registrant Subsidiaries

Each of the Registrant Subsidiaries has one reportable segment, which is an integrated utility business, except for System Energy, which is an electricity generation business.  Each of the Registrant Subsidiaries’ operations is managed on an integrated basis by that company because of the substantial effect of cost-based rates and regulatory oversight on the business process, cost structures, and operating results.
 

NOTE 8.  RISK MANAGEMENT AND FAIR VALUES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Market and Commodity Risks

In the normal course of business, Entergy is exposed to a number of market and commodity risks.  Market risk is the potential loss that Entergy may incur as a result of changes in the market or fair value of a particular instrument or commodity.  All financial and commodity-related instruments, including derivatives, are subject to market risk.  Entergy is subject to a number of commodity and market risks, including:

Type of Risk
 
Affected Businesses
     
Power price risk
 
Utility, Entergy Wholesale Commodities
Fuel price risk
 
Utility, Entergy Wholesale Commodities
Foreign currency exchange rate risk
 
Entergy Wholesale Commodities
Equity price and interest rate risk - investments
 
Utility, Entergy Wholesale Commodities

Entergy manages a portion of these risks using derivative instruments, some of which are classified as cash flow hedges due to their financial settlement provisions while others are classified as normal purchase/normal sales transactions due to their physical settlement provisions.  Normal purchase/normal sale risk management tools include power purchase and sales agreements, fuel purchase agreements, capacity contracts, and tolling agreements.  Financially-settled cash flow hedges can include natural gas and electricity futures, forwards, swaps, and options; foreign currency forwards; and interest rate swaps.  Entergy has entered into financially settled option contracts to manage market risk under certain hedging transactions, which may or may not be designated as hedging instruments. Entergy enters into derivatives only to manage natural risks inherent in its physical or financial assets or liabilities.
 
 
47

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy manages fuel price volatility for its Louisiana jurisdictions (Entergy Gulf States Louisiana, Entergy Louisiana, and Entergy New Orleans) and Entergy Mississippi primarily through the purchase of short-term natural gas swaps.  These swaps are marked-to-market with offsetting regulatory assets or liabilities.  The notional volumes of these swaps are based on a portion of projected annual exposure to gas for electric generation and projected winter purchases for gas distribution at Entergy Gulf States Louisiana and Entergy New Orleans.

Entergy’s exposure to market risk is determined by a number of factors, including the size, term, composition, and diversification of positions held, as well as market volatility and liquidity.  For instruments such as options, the time period during which the option may be exercised and the relationship between the current market price of the underlying instrument and the option’s contractual strike or exercise price also affects the level of market risk.  A significant factor influencing the overall level of market risk to which Entergy is exposed is its use of hedging techniques to mitigate such risk.  Entergy manages market risk by actively monitoring compliance with stated risk management policies as well as monitoring the effectiveness of its hedging policies and strategies.  Entergy’s risk management policies limit the amount of total net exposure and rolling net exposure during the stated periods.  These policies, including related risk limits, are regularly assessed to ensure their appropriateness given Entergy’s objectives.

Derivatives

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of September 30, 2011 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value (a)
 
Offset (a)
 
Business
                 
Derivatives designated
as hedging instruments
               
                 
Assets:
               
Electricity forwards,
    swaps and options
 
Prepayments and other
(current portion)
 
              $93 million
 
              ($11) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other deferred debits and other
assets (non-current portion)
 
              $23 million
 
              ($23) million
 
Entergy Wholesale Commodities
                 
Liabilities:
               
Electricity forwards,
    swaps and options
 
Other current liabilities
(current portion)
 
              $11 million
 
              ($11) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
 
Other non-current liabilities
(non-current portion)
 
              $49 million
 
              ($25) million
 
Entergy Wholesale Commodities


 
48

Entergy Corporation and Subsidiaries
Notes to Financial Statements



Instrument
 
Balance Sheet Location
 
Fair Value (a)
 
Offset (a)
 
Business
                 
Derivatives not
designated as hedging instruments
               
                 
Assets:
               
Electricity forwards,
    swaps and options
 
Prepayments and other
(current portion)
 
             $21 million
 
               ($8) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other deferred debits and other
assets (non-current portion)
 
             $3 million
 
               ($3) million
 
Entergy Wholesale Commodities
                 
Liabilities:
               
Electricity forwards,
    swaps and options
 
Other current liabilities
(current portion)
 
             $8 million
 
               ($8) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other non-current liabilities
(non-current portion)
 
             $2 million
 
               ($1) million
 
Entergy Wholesale Commodities
Natural gas swaps
 
Other current liabilities
 
             $16 million
 
                $-
 
Utility

The fair values of Entergy’s derivative instruments in the consolidated balance sheet as of December 31, 2010 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value (a)
 
Offset (a)
 
Business
                 
Derivatives designated
as hedging instruments
               
                 
Assets:
               
Electricity forwards,
    swaps and options
 
Prepayments and other
(current portion)
 
            $160 million
 
             ($7) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other deferred debits and other
assets (non-current portion)
 
            $82 million
 
             ($29) million
 
Entergy Wholesale Commodities
                 
Liabilities:
               
Electricity forwards,
    swaps and options
 
Other current liabilities
(current portion)
 
            $5 million
 
             ($5) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other non-current liabilities
(non-current portion)
 
            $47 million
 
             ($30) million
 
Entergy Wholesale Commodities
                 


 
49

Entergy Corporation and Subsidiaries
Notes to Financial Statements



Instrument
 
Balance Sheet Location
 
Fair Value (a)
 
Offset (a)
 
Business
 
Derivatives not designated
as hedging instruments
               
                 
Assets:
               
Electricity forwards,
    swaps and options
 
Prepayments and other
(current portion)
 
           $2 million
 
             $-
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other deferred debits and other
assets (non-current portion)
 
           $14 million
 
            ($8) million
 
Entergy Wholesale Commodities
                 
Liabilities:
               
Electricity forwards,
    swaps and options
 
Other current liabilities
(current portion)
 
           $2 million
 
            ($2) million
 
Entergy Wholesale Commodities
Electricity forwards,
    swaps and options
 
Other non-current liabilities
(non-current portion)
 
           $7 million
 
            ($7) million
 
Entergy Wholesale Commodities
Natural gas swaps
 
Other current liabilities
 
           $2 million
 
             $-
 
Utility

(a)
The balances of derivative assets and liabilities in these tables are presented gross.  Certain investments, including those not designated as hedging instruments, are subject to master netting agreements and are presented on the Entergy Consolidated Balance Sheets on a net basis in accordance with accounting guidance for Derivatives and Hedging.

The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the three months ended September 30, 2011 and 2010 are as follows:

 
 
 
Instrument
 
 
Amount of gain
recognized in OCI
(effective portion)
 
 
 
 
Income Statement location
 
Amount of gain
 reclassified from
accumulated OCI into
income (effective portion)
             
2011
           
Electricity forwards, swaps
    and options
 
$40 million
 
Competitive businesses operating
  revenues
 
$48 million
             
2010
           
Electricity forwards, swaps
    and options
 
$118 million
 
Competitive businesses operating
  revenues
 
$43 million


 
50

Entergy Corporation and Subsidiaries
Notes to Financial Statements


The effect of Entergy’s derivative instruments designated as cash flow hedges on the consolidated income statements for the nine months ended September 30, 2011 and 2010 are as follows:

 
 
 
Instrument
 
 
Amount of gain (loss)
recognized in OCI
(effective portion)
 
 
 
 
Income Statement location
 
Amount of gain
 reclassified from
accumulated OCI into
income (effective portion)
             
2011
           
Electricity forwards, swaps
    and options
 
($14) million
 
Competitive businesses operating
  revenues
 
$109 million
             
2010
           
Electricity forwards, swaps
    and options
 
$315 million
 
Competitive businesses operating
  revenues
 
$146 million

Electricity over-the-counter instruments that financially settle against day-ahead power pool prices are used to manage price exposure for Entergy Wholesale Commodities generation.  Based on market prices as of September 30, 2011, cash flow hedges relating to power sales totaled $63 million of net unrealized gains. Approximately $81 million is expected to be reclassified from accumulated other comprehensive income (OCI) to operating revenues in the next twelve months.  The actual amount reclassified from accumulated OCI could vary, however, due to future changes in market prices.  Gains totaling approximately $48 million and $43 million were realized on the maturity of cash flow hedges, before taxes of $17 million and $15 million, for the three months ended September 30, 2011 and 2010, respectively. Gains totaling approximately $109 million and $146 million were realized on the maturity of cash flow hedges, before taxes of $38 million and $51 million, for the nine months ended September 30, 2011 and 2010, respectively.  Unrealized gains or losses recorded in OCI result from hedging power output at the Entergy Wholesale Commodities power plants.  The related gains or losses from hedging power are included in operating revenues when realized.  The maximum length of time over which Entergy is currently hedging the variability in future cash flows with derivatives for forecasted power transactions at September 30, 2011 is approximately 3.25 years.  Planned generation currently sold forward from Entergy Wholesale Commodities power plants is 94% for the remaining quarter of 2011, of which approximately 46% is sold under financial derivatives and the remainder under normal purchase/sale contracts.  The change in the value of Entergy’s cash flow hedges due to ineffectiveness was $6.2 million and $8.4 million for the three and nine months ended September 30, 2011, respectively. The change in the value of Entergy’s cash flow hedges due to ineffectiveness was insignificant for the three and nine months ended September 30, 2010.  The ineffective portion of cash flow hedges is recorded in competitive business operating revenues. Certain of the agreements to sell the power produced by Entergy Wholesale Commodities power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations when the current market prices exceed the contracted power prices.  The primary form of collateral to satisfy these requirements is an Entergy Corporation guaranty.  As of September 30, 2011, hedge contracts with three counterparties were in a liability position (approximately $3 million total), but were significantly below the amount of the guarantee provided under the contract and no cash collateral was required.  If the Entergy Corporation credit rating falls below investment grade, the effect of the corporate guarantee is ignored and Entergy would have to post collateral equal to the estimated outstanding liability under the contract at the applicable date.  Entergy may effectively liquidate a cash flow hedge instrument by entering into a contract offsetting the original hedge, and then de-designating the original hedge in this situation.  Gains or losses accumulated in OCI prior to de-designation continue to be deferred in OCI until they are included in income as the original hedged transaction occurs. From the point of de-designation, the gains or losses on the original hedge and the offsetting contract are recorded as assets or liabilities on the balance sheet and offset as they flow through to earnings.

Natural gas over-the-counter swaps that financially settle against NYMEX futures are used to manage fuel price volatility for the Utility’s Louisiana and Mississippi customers.  All benefits or costs of the program are recorded in fuel costs.  The total volume of natural gas swaps outstanding as of September 30, 2011 is 27,100,000 MMBtu for Entergy, 7,660,000 MMBtu for Entergy Gulf States Louisiana, 10,960,000 MMBtu for Entergy Louisiana, and
 
 
51

Entergy Corporation and Subsidiaries
Notes to Financial Statements


6,250,000 MMBtu for Entergy Mississippi, and 2,230,000 MMBtu for Entergy New Orleans.  Credit support for these natural gas swaps is covered by master agreements that do not require collateralization based on mark-to-market value, but do carry adequate assurance language that may lead to collateralization requests.

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the three months ended September 30, 2011 and 2010 is as follows:

 
Instrument
 
Amount of gain (loss)
recognized in OCI
 
Income Statement
 location
 
Amount of gain (loss)
recorded in income
             
2011
           
Natural gas swaps
 
$-
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($19) million
Electricity forwards, swaps
    and options de-designated as
    hedged items
 
($2) million
 
Competitive business operating revenues
 
$2 million
             
2010
           
Natural gas swaps
 
$-
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($28) million
Electricity forwards, swaps
    and options de-designated as
    hedged items
 
$12 million
 
Competitive business operating revenues
 
$-

The effect of Entergy’s derivative instruments not designated as hedging instruments on the consolidated income statements for the nine months ended September 30, 2011 and 2010 is as follows:

 
Instrument
 
Amount of gain
recognized in OCI
 
Income Statement
 location
 
Amount of gain (loss)
recorded in income
             
2011
           
Natural gas swaps
 
$-
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($31) million
Electricity forwards, swaps
    and options de-designated as
    hedged items
 
$4 million
 
Competitive business operating revenues
 
$8 million
             
2010
           
Natural gas swaps
 
$-
 
Fuel, fuel-related expenses, and gas purchased for resale
 
($91) million
Electricity forwards, swaps
    and options de-designated as
    hedged items
 
$15 million
 
Competitive business operating revenues
 
$-

Due to regulatory treatment, the natural gas swaps are marked to market through fuel, fuel-related expenses, and gas purchased for resale and then such amounts are simultaneously reversed and recorded as offsetting regulatory assets or liabilities.  The gains or losses recorded as fuel expenses when the swaps are settled are recovered through fuel cost recovery mechanisms.
 
 
 
52

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The fair values of the Registrant Subsidiaries’ derivative instruments on their balance sheets as of September 30, 2011 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value
 
Registrant
             
Derivatives not designated as hedging instruments
       
             
Liabilities:
           
Natural gas swaps
 
Other current liabilities
 
$4.4 million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Other current liabilities
 
$6.4 million
 
Entergy Louisiana
Natural gas swaps
 
Other current liabilities
 
$3.6 million
 
Entergy Mississippi
Natural gas swaps
 
Other current liabilities
 
$1.3 million
 
Entergy New Orleans

The fair values of the Registrant Subsidiaries’ derivative instruments on their balance sheets as of December 31, 2010 are as follows:

Instrument
 
Balance Sheet Location
 
Fair Value
 
Registrant
             
Derivatives not designated as hedging instruments
       
             
Assets:
           
Natural gas swaps
 
Prepayments and other
 
$0.3 million
 
Entergy Mississippi
             
Liabilities:
           
Natural gas swaps
 
Other current liabilities
 
$1.0 million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Other current liabilities
 
$0.4 million
 
Entergy Louisiana
Natural gas swaps
 
Other current liabilities
 
$0.5 million
 
Entergy New Orleans

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their statements of income for the three months ended September 30, 2011 and 2010 are as follows:

 
 
Instrument
 
 
 
Statement of Income Location
 
Amount of loss recorded
in income
 
 
 
Registrant
             
2011
           
Natural gas swaps
 
Fuel, fuel-related expenses, and
     gas purchased for resale
 
($5.0) million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($7.5) million
 
Entergy Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($4.4) million
 
Entergy Mississippi
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($1.1) million
 
Entergy New Orleans
             
2010
           
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($8.2) million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($11.7) million
 
Entergy Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($6.4) million
 
Entergy Mississippi
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($2.1) million
 
Entergy New Orleans
 
 
53

Entergy Corporation and Subsidiaries
Notes to Financial Statements

The effects of the Registrant Subsidiaries’ derivative instruments not designated as hedging instruments on their statements of income for the nine months ended September 30, 2011 and 2010 are as follows:

 
 
Instrument
 
 
 
Statement of Income Location
 
Amount of
loss recorded
in income
 
 
 
Registrant
             
2011
           
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($9.2) million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($12.5) million
 
Entergy Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($6.9) million
 
Entergy Mississippi
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($2.0) million
 
Entergy New Orleans
             
2010
           
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($24.5) million
 
Entergy Gulf States Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($38.7) million
 
Entergy Louisiana
Natural gas swaps
 
Fuel, fuel-related expenses, and
     gas purchased for resale
 
($26.0) million
 
Entergy Mississippi
Natural gas swaps
 
Fuel, fuel-related expenses, and
    gas purchased for resale
 
($2.1) million
 
Entergy New Orleans

Fair Values

The estimated fair values of Entergy’s financial instruments and derivatives are determined using bid prices, market quotes, and financial modeling.  Considerable judgment is required in developing the estimates of fair value.  Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange.  Gains or losses realized on financial instruments other than forward energy contracts held by competitive businesses are reflected in future rates and therefore do not accrue to the benefit or detriment of shareholders.  Entergy considers the carrying amounts of most financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments.

Accounting standards define fair value as an exit price, or the price that would be received to sell an asset or the amount that would be paid to transfer a liability in an orderly transaction between knowledgeable market participants at the date of measurement.  Entergy and the Registrant Subsidiaries use assumptions or market input data that market participants would use in pricing assets or liabilities at fair value.  The inputs can be readily observable, corroborated by market data, or generally unobservable.  Entergy and the Registrant Subsidiaries endeavor to use the best available information to determine fair value.

Accounting standards establish a fair value hierarchy that prioritizes the inputs used to measure fair value.  The hierarchy establishes the highest priority for unadjusted market quotes in an active market for the identical asset or liability and the lowest priority for unobservable inputs.  The three levels of the fair value hierarchy are:

·  
Level 1 - Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  Level 1 primarily consists of individually owned common stocks, cash equivalents, debt instruments, and gas hedge contracts.
 
 
54

Entergy Corporation and Subsidiaries
Notes to Financial Statements


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

-  
quoted prices for similar assets or liabilities in active markets;
-  
quoted prices for identical assets or liabilities in inactive markets;
-  
inputs other than quoted prices that are observable for the asset or liability; or
-  
inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 2 consists primarily of individually owned debt instruments or shares in common trusts.  Common trust funds are stated at estimated fair value based on the fair market value of the underlying investments.

·  
Level 3 - Level 3 inputs are pricing inputs that are generally less observable or unobservable from objective sources.  These inputs are used with internally developed methodologies to produce management’s best estimate of fair value for the asset or liability.  Level 3 consists primarily of derivative power contracts used as cash flow hedges of power sales at merchant power plants.

The values for the cash flow hedges that are recorded as derivative contract assets or liabilities are based on both observable inputs including public market prices and unobservable inputs such as model-generated prices for longer-term markets and are classified as Level 3 assets and liabilities.  The amounts reflected as the fair value of derivative assets or liabilities are based on the estimated amount that the contracts are in-the-money at the balance sheet date (treated as an asset) or out-of-the-money at the balance sheet date (treated as a liability) and would equal the estimated amount receivable or payable by Entergy if the contracts were settled at that date.  These derivative contracts include cash flow hedges that swap fixed for floating cash flows for sales of the output from Entergy’s Entergy Wholesale Commodities business.  The fair values are based on the mark-to-market comparison between the fixed contract prices and the floating prices determined each period from a combination of quoted forward power market prices for the period for which such curves are available, and model-generated prices using quoted forward gas market curves and estimates regarding heat rates to convert gas to power and the costs associated with the transportation of the power from the plants’ bus bar to the contract’s point of delivery, generally a power market hub, for the period thereafter.  The differences between the fixed price in the swap contract and these market-related prices multiplied by the volume specified in the contract and discounted at the counterparties’ credit adjusted risk free rate are recorded as derivative contract assets or liabilities.  As of September 30, 2011, Entergy had in-the-money derivative contracts with a fair value of $73 million with counterparties or their guarantor who are all currently investment grade.  $3 million of the derivative contracts as of September 30, 2011 are out-of-the-money contracts supported by corporate guarantees, which would require additional cash or letters of credit in the event of a decrease in Entergy Corporation’s credit rating to below investment grade.

The following table sets forth, by level within the fair value hierarchy, Entergy’s assets and liabilities that are accounted for at fair value on a recurring basis as of September 30, 2011 and December 31, 2010.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

 
55

Entergy Corporation and Subsidiaries
Notes to Financial Statements




2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 851     $ -     $ -     $ 851  
Decommissioning trust funds (a):
                               
Equity securities
    371       1,559       -       1,930  
Debt securities
    656       980       -       1,636  
Power contracts
    -       -       95       95  
Securitization recovery trust account
    43       -       -       43  
Storm reserve escrow account
    334       -       -       334  
    $ 2,255     $ 2,539     $ 95     $ 4,889  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 16     $ -     $ -     $ 16  
Power contracts
    -       -       25       25  
    $ 16     $ -     $ 25     $ 41  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 1,218     $ -     $ -     $ 1,218  
Decommissioning trust funds (a):
                               
Equity securities
    387       1,689       -       2,076  
Debt securities
    497       1,023       -       1,520  
Power contracts
    -       -       214       214  
Securitization recovery trust account
    43       -       -       43  
Storm reserve escrow account
    329       -       -       329  
    $ 2,474     $ 2,712     $ 214     $ 5,400  
                                 
Liabilities:
                               
Power contracts
  $ -     $ -     $ 17     $ 17  
Gas hedge contracts
    2       -       -       2  
    $ 2     $ -     $ 17     $ 19  

The following table sets forth a reconciliation of changes in the net assets (liabilities) for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the three months ended September 30, 2011 and 2010:

   
2011
   
2010
 
   
(In Millions)
 
             
Balance as of beginning of period
  $ 98     $ 297  
                 
Unrealized gains from price changes
    3       124  
Unrealized gains on originations
    17       6  
Realized losses on settlements
    (48 )     (43 )
                 
Balance as of September 30,
  $ 70     $ 384  

 
56

Entergy Corporation and Subsidiaries
Notes to Financial Statements


The following table sets forth a reconciliation of changes in the net assets (liabilities) for the fair value of derivatives classified as Level 3 in the fair value hierarchy for the nine months ended September 30, 2011 and 2010:

   
2011
   
2010
 
   
(In Millions)
 
             
Balance as of January 1,
  $ 197     $ 200  
                 
Unrealized gains/(losses) from price changes
    (33 )     316  
Unrealized gains on originations
    15       14  
Realized losses on settlements
    (109 )     (146 )
                 
Balance as of September 30,
  $ 70     $ 384  

The following table sets forth, by level within the fair value hierarchy, the Registrant Subsidiaries’ assets that are accounted for at fair value on a recurring basis as of September 30, 2011 and December 31, 2010.  The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

Entergy Arkansas

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Decommissioning trust funds (a):
                       
Equity securities
  $ 9.8     $ 288.3     $ -     $ 298.1  
Debt securities
    77.2       129.5       -       206.7  
Securitization recovery trust account
    7.9       -       -       7.9  
    $ 94.9     $ 417.8     $ -     $ 512.7  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 101.9     $ -     $ -     $ 101.9  
Decommissioning trust funds (a):
                               
Equity securities
    3.4       316.3       -       319.7  
Debt securities
    41.4       159.7       -       201.1  
Securitization recovery trust account
    2.4       -       -       2.4  
    $ 149.1     $ 476.0     $ -     $ 625.1  


 
57

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Entergy Gulf States Louisiana

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 25.6     $ -     $ -     $ 25.6  
Decommissioning trust funds (a):
                               
Equity securities
    6.1       207.5       -       213.6  
Debt securities
    41.1       136.7       -       177.8  
Storm reserve escrow account
    90.2       -       -       90.2  
    $ 163.0     $ 344.2     $ -     $ 507.2  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 4.4     $ -     $ -     $ 4.4  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 154.9     $ -     $ -     $ 154.9  
Decommissioning trust funds (a):
                               
Equity securities
    3.8       231.1       -       234.9  
Debt securities
    32.2       126.5       -       158.7  
Storm reserve escrow account
    90.1       -       -       90.1  
    $ 281.0     $ 357.6     $ -     $ 638.6  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 1.0     $ -     $ -     $ 1.0  

Entergy Louisiana

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 51.4     $ -     $ -     $ 51.4  
Decommissioning trust funds (a):
                               
Equity securities
    3.2       129.0       -       132.2  
Debt securities
    47.5       55.9       -       103.4  
Storm reserve escrow account
    201.2       -       -       201.2  
    $ 303.3     $ 184.9     $ -     $ 488.2  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 6.4     $ -     $ -     $ 6.4  


 
58

Entergy Corporation and Subsidiaries
Notes to Financial Statements



2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 122.5     $ -     $ -     $ 122.5  
Decommissioning trust funds (a):
                               
Equity securities
    1.3       142.6       -       143.9  
Debt securities
    45.7       50.9       -       96.6  
Storm reserve escrow account
    201.0       -       -       201.0  
    $ 370.5     $ 193.5     $ -     $ 564.0  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 0.4     $ -     $ -     $ 0.4  

Entergy Mississippi

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Storm reserve escrow account
  $ 31.8     $ -     $ -     $ 31.8  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 3.6     $ -     $ -     $ 3.6  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Gas hedge contracts
  $ 0.3     $ -     $ -     $ 0.3  
Storm reserve escrow account
    31.9       -       -       31.9  
    $ 32.2     $ -     $ -     $ 32.2  
                                 
Entergy New Orleans

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 41.9     $ -     $ -     $ 41.9  
Storm reserve escrow account
    10.7       -       -       10.7  
    $ 52.6     $ -     $ -     $ 52.6  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 1.3     $ -     $ -     $ 1.3  


 
59

Entergy Corporation and Subsidiaries
Notes to Financial Statements



2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 53.6     $ -     $ -     $ 53.6  
Storm reserve escrow account
    6.0       -       -       6.0  
    $ 59.6     $ -     $ -     $ 59.6  
                                 
Liabilities:
                               
Gas hedge contracts
  $ 0.5     $ -     $ -     $ 0.5  

Entergy Texas

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 39.8     $ -     $ -     $ 39.8  
Securitization recovery trust account
    35.5       -       -       35.5  
    $ 75.3     $ -     $ -     $ 75.3  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 33.6     $ -     $ -     $ 33.6  
Securitization recovery trust account
    40.6       -       -       40.6  
    $ 74.2     $ -     $ -     $ 74.2  

System Energy

2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 162.3     $ -     $ -     $ 162.3  
Decommissioning trust funds (a):
                               
Equity securities
    0.3       206.8       -       207.1  
Debt securities
    126.9       59.2       -       186.1  
    $ 289.5     $ 266.0     $ -     $ 555.5  

2010
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(In Millions)
 
Assets:
                       
Temporary cash investments
  $ 262.9     $ -     $ -     $ 262.9  
Decommissioning trust funds (a):
                               
Equity securities
    3.1       220.9       -       224.0  
Debt securities
    95.7       68.2       -       163.9  
    $ 361.7     $ 289.1     $ -     $ 650.8  
 
 
60

Entergy Corporation and Subsidiaries
Notes to Financial Statements


(a)
The decommissioning trust funds hold equity and fixed income securities. Equity securities are invested to approximate the returns of major market indexes.  Fixed income securities are held in various governmental and corporate securities with an average coupon rate of 4.15%.  See Note 9 for additional information on the investment portfolios.


NOTE 9.  DECOMMISSIONING TRUST FUNDS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy)

Entergy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The NRC requires Entergy subsidiaries to maintain trusts to fund the costs of decommissioning ANO 1, ANO 2, River Bend, Waterford 3, Grand Gulf, Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades (NYPA currently retains the decommissioning trusts and liabilities for Indian Point 3 and FitzPatrick).  The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents.

Entergy records decommissioning trust funds on the balance sheet at their fair value.  Because of the ability of the Registrant Subsidiaries to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the Registrant Subsidiaries have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets.  For the nonregulated portion of River Bend, Entergy Gulf States Louisiana has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits.  Decommissioning trust funds for Pilgrim, Indian Point 1 and 2, Vermont Yankee, and Palisades do not meet the criteria for regulatory accounting treatment.  Accordingly, unrealized gains recorded on the assets in these trust funds are recognized in the accumulated other comprehensive income component of common shareholders’ equity because these assets are classified as available for sale.  Unrealized losses (where cost exceeds fair market value) on the assets in these trust funds are also recorded in the accumulated other comprehensive income component of shareholders’ equity unless the unrealized loss is other than temporary and therefore recorded in earnings.  Generally, Entergy records realized gains and losses on its debt and equity securities using the specific identification method to determine the cost basis of its securities.

The securities held as of September 30, 2011 and December 31, 2010 are summarized as follows:

   
Fair
Value
   
Total
Unrealized
Gains
   
Total
Unrealized
Losses
 
   
(In Millions)
 
2011
                 
Equity Securities
  $ 1,930     $ 277     $ 40  
Debt Securities
    1,636       115       5  
  Total
  $ 3,566     $ 392     $ 45  
                         
                         
2010
                       
Equity Securities
  $ 2,076     $ 436     $ 9  
Debt Securities
    1,520       67       12  
  Total
  $ 3,596     $ 503     $ 21  

Deferred taxes on unrealized gains/(losses) are recorded in other comprehensive income for the decommissioning trusts which do not meet the criteria for regulatory accounting treatment as described above. Unrealized gains/(losses) above are reported before deferred taxes of $106 million and $130 million as of September 30, 2011 and December 31, 2010, respectively.  The amortized cost of debt securities was $1,504 million as of September 30, 2011 and $1,475 million as of December 31, 2010.  As of September 30, 2011, the debt securities have an average coupon rate of approximately 4.15%, an average duration of approximately 5.46 years, and an average maturity of approximately 8.65
 
 
61

Entergy Corporation and Subsidiaries
Notes to Financial Statements

years.  The equity securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index or the Russell 3000 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2011:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$393
 
$30
 
$166
 
$3
More than 12 months
 
39
 
10
 
54
 
2
  Total
 
$432
 
$40
 
$220
 
$5

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$15
 
$1
 
$474
 
$11
More than 12 months
 
105
 
8
 
4
 
1
  Total
 
$120
 
$9
 
$478
 
$12

The unrealized losses in excess of twelve months on equity securities above relate to Entergy’s Utility operating companies and System Energy.

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2011 and December 31, 2010 are as follows:

   
2011
   
2010
 
   
(In Millions)
 
Less than 1 year
  $ 49     $ 37  
1 year - 5 years
    553       557  
5 years - 10 years
    603       512  
10 years - 15 years
    183       163  
15 years - 20 years
    47       47  
20 years+
    201       204  
  Total
  $ 1,636     $ 1,520  

During the three months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $417 million and $487 million, respectively.  During the three months ended September 30, 2011 and 2010, gross gains of $12 million and $10 million, respectively, and gross losses of $3 million and $2 million, respectively, were reclassified out of other comprehensive income into earnings.
 
 
62

Entergy Corporation and Subsidiaries
Notes to Financial Statements

During the nine months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $1,053 million and $1,974 million, respectively.  During the nine months ended September 30, 2011 and 2010, gross gains of $21 million and $34 million, respectively, and gross losses of $9 million and $6 million, respectively, were reclassified out of other comprehensive income into earnings.

Entergy Arkansas

Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2011 and December 31, 2010 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2011
           
Equity Securities
 
$298.1
 
$41.1
 
$3.9
Debt Securities
 
206.7
 
14.6
 
0.5
Total
 
$504.8
 
$55.7
 
$4.4
             
2010
           
Equity Securities
 
$319.7
 
$74.2
 
$0.3
Debt Securities
 
201.1
 
11.0
 
1.0
Total
 
$520.8
 
$85.2
 
$1.3

The amortized cost of debt securities was $192.5 million as of September 30, 2011 and $191.2 million as of December 31, 2010.  As of September 30, 2011, the debt securities have an average coupon rate of approximately 3.60%, an average duration of approximately 4.64 years, and an average maturity of approximately 5.25 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2011:
   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$119.3
 
$3.9
 
$19.0
 
$0.4
More than 12 months
 
-
 
-
 
1.0
 
0.1
Total
 
$119.3
 
$3.9
 
$20.0
 
$0.5

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2010:

 
63

Entergy Corporation and Subsidiaries
Notes to Financial Statements



   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$44.3
 
$1.0
More than 12 months
 
6.6
 
0.3
 
-
 
-
Total
 
$6.6
 
$0.3
 
$44.3
 
$1.0

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2011 and December 31, 2010 are as follows:

   
2011
   
2010
 
   
(In Millions)
 
             
Less than 1 year
  $ 3.5     $ 5.3  
1 year - 5 years
    84.5       100.1  
5 years - 10 years
    113.1       85.2  
10 years - 15 years
    2.7       4.5  
15 years - 20 years
    -       -  
20 years+
    2.9       6.0  
Total
  $ 206.7     $ 201.1  

During the three months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $36.5 million and $46.1 million, respectively.  During the three months ended September 30, 2011 and 2010, gross gains of $2.2 million and $2.2 million, respectively, and gross losses of $0.1 million and $0.04 million, respectively, were reclassified out of other comprehensive income into earnings.

During the nine months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $82.7 million and $178.4 million, respectively.  During the nine months ended September 30, 2011 and 2010, gross gains of $3.5 million and $4.8 million, respectively, and gross losses of $0.1 million and $0.6 million, respectively, were reclassified out of other comprehensive income into earnings.

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2011 and December 31, 2010 are summarized as follows:
   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2011
           
Equity Securities
 
$213.6
 
$20.4
 
$4.1
Debt Securities
 
177.8
 
15.3
 
0.3
Total
 
$391.4
 
$35.7
 
$4.4
             
2010
           
Equity Securities
 
$234.9
 
$41.7
 
$1.4
Debt Securities
 
158.7
 
8.8
 
0.8
Total
 
$393.6
 
$50.5
 
$2.2
 
64

Entergy Corporation and Subsidiaries
Notes to Financial Statements


The amortized cost of debt securities was $164.2 million as of September 30, 2011 and $150.0 million as of December 31, 2010.  As of September 30, 2011, the debt securities have an average coupon rate of approximately 4.67%, an average duration of approximately 6.01 years, and an average maturity of approximately 9.30 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2011:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$56.7
 
$3.5
 
$17.9
 
$0.2
More than 12 months
 
2.5
 
0.6
 
1.1
 
0.1
  Total
 
$59.2
 
$4.1
 
$19.0
 
$0.3

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$22.6
 
$0.6
More than 12 months
 
18.6
 
1.4
 
0.9
 
0.2
  Total
 
$18.6
 
$1.4
 
$23.5
 
$0.8

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2011 and December 31, 2010 are as follows:

   
2011
   
2010
 
   
(In Millions)
 
             
Less than 1 year
  $ 5.0     $ 4.7  
1 year - 5 years
    36.3       35.0  
5 years - 10 years
    58.8       54.2  
10 years - 15 years
    61.2       48.1  
15 years - 20 years
    5.1       3.7  
20 years+
    11.4       13.0  
  Total
  $ 177.8     $ 158.7  


 
65

Entergy Corporation and Subsidiaries
Notes to Financial Statements


During the three months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $35.9 million and $4.8 million, respectively.  During the three months ended September 30, 2011 and 2010, gross gains of $0.8 million and $0.05 million, respectively, and gross losses of $0.4 million and $0.2 million, respectively, were reclassified out of other comprehensive income into earnings.

During the nine months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $56.5 million and $83.6 million, respectively.  During the nine months ended September 30, 2011 and 2010, gross gains of $1.3 million and $1.6 million, respectively, and gross losses of $0.5 million and $0.4 million, respectively, were reclassified out of other comprehensive income into earnings.

Entergy Louisiana

Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2011 and December 31, 2010 are summarized as follows:

   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2011
           
Equity Securities
 
$132.2
 
$18.0
 
$5.0
Debt Securities
 
103.4
 
8.8
 
0.2
Total
 
$235.6
 
$26.8
 
$5.2
             
2010
           
Equity Securities
 
$143.9
 
$31.0
 
$1.7
Debt Securities
 
96.6
 
5.3
 
0.1
Total
 
$240.5
 
$36.3
 
$1.8

The amortized cost of debt securities was $89.5 million as of September 30, 2011 and $91.0 million as of December 31, 2010.  As of September 30, 2011, the debt securities have an average coupon rate of approximately 3.96%, an average duration of approximately 4.68 years, and an average maturity of approximately 9.12 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index.  A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2011:
   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$34.9
 
$2.7
 
$4.3
 
$0.2
More than 12 months
 
9.1
 
2.3
 
0.1
 
-
  Total
 
$44.0
 
$5.0
 
$4.4
 
$0.2


 
66

Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$4.8
 
$0.1
More than 12 months
 
18.9
 
1.7
 
0.2
 
-
  Total
 
$18.9
 
$1.7
 
$5.0
 
$0.1

The fair value of debt securities, summarized by contractual maturities, as of September 30, 2011 and December 31, 2010 are as follows:

   
2011
   
2010
 
   
(In Millions)
 
             
Less than 1 year
  $ 4.3     $ 5.3  
1 year - 5 years
    33.8       28.1  
5 years - 10 years
    26.5       31.5  
10 years - 15 years
    20.0       14.1  
15 years - 20 years
    1.8       2.9  
20 years+
    17.0       14.7  
  Total
  $ 103.4     $ 96.6  

During the three months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $3.7 million and $2.7 million, respectively.  During the three months ended September 30, 2011 and 2010, gross gains of $0 million and $0.03 million, respectively, and gross losses of $0.04 million and $0.03 million, respectively, were reclassified out of other comprehensive income into earnings.

During the nine months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $11.5 million and $29.4 million, respectively.  During the nine months ended September 30, 2011 and 2010, gross gains of $0.09 million and $0.6 million, respectively, and gross losses of $0.07 million and $0.1 million, respectively, were reclassified out of other comprehensive income into earnings.

System Energy

System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts.  The securities held as of September 30, 2011 and December 31, 2010 are summarized as follows:

 
67

Entergy Corporation and Subsidiaries
Notes to Financial Statements



   
 
Fair
Value
 
Total
Unrealized
Gains
 
Total
Unrealized
Losses
   
(In Millions)
2011
           
Equity Securities
 
$207.1
 
$20.7
 
$14.7
Debt Securities
 
186.1
 
9.3
 
0.2
Total
 
$393.2
 
$30.0
 
$14.9
             
2010
           
Equity Securities
 
$224.0
 
$37.3
 
$5.2
Debt Securities
 
163.9
 
4.4
 
1.5
Total
 
$387.9
 
$41.7
 
$6.7

The amortized cost of debt securities was $171.9 million as of September 30, 2011 and $159.3 million as of December 31, 2010.  As of September 30, 2011, the debt securities have an average coupon rate of approximately 3.44%, an average duration of approximately 4.99 years, and an average maturity of approximately 6.72 years.  The equity securities are generally held in funds that are designed to approximate the return of the Standard & Poor’s 500 Index. A relatively small percentage of the securities are held in funds intended to replicate the return of the Wilshire 4500 Index.

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of September 30, 2011:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$77.1
 
$8.0
 
$23.9
 
$0.2
More than 12 months
 
27.1
 
6.7
 
-
 
-
  Total
 
$104.2
 
$14.7
 
$23.9
 
$0.2

The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows as of December 31, 2010:

   
Equity Securities
 
Debt Securities
   
 
Fair
Value
 
Gross
Unrealized
Losses
 
 
Fair
Value
 
Gross
Unrealized
Losses
   
(In Millions)
                 
Less than 12 months
 
$-
 
$-
 
$63.0
 
$1.5
More than 12 months
 
61.1
 
5.2
 
-
 
-
  Total
 
$61.1
 
$5.2
 
$63.0
 
$1.5
 
 

 
68

Entergy Corporation and Subsidiaries
Notes to Financial Statements


The fair value of debt securities, summarized by contractual maturities, as of September 30, 2011 and December 31, 2010 are as follows:

   
2011
   
2010
 
   
(In Millions)
 
             
Less than 1 year
  $ 6.1     $ 1.8  
1 year - 5 years
    96.4       79.8  
5 years - 10 years
    58.5       52.3  
10 years - 15 years
    0.5       2.5  
15 years - 20 years
    4.8       3.8  
20 years+
    19.8       23.7  
  Total
  $ 186.1     $ 163.9  

During the three months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $60.4 million and $98.5 million, respectively.  During the three months ended September 30, 2011 and 2010, gross gains of $1.6 million and $2.2 million, respectively, and gross losses of $0.04 million and $0.1 million, respectively, were reclassified out of other comprehensive income into earnings.

During the nine months ended September 30, 2011 and 2010, proceeds from the dispositions of securities amounted to $166.9 million and $236.7 million, respectively.  During the nine months ended September 30, 2011 and 2010, gross gains of $2.1 million and $3.6 million, respectively, and gross losses of $1.0 million and $0.3 million, respectively, were reclassified out of other comprehensive income into earnings.

Other-than-temporary impairments and unrealized gains and losses

Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, and System Energy evaluate unrealized losses at the end of each period to determine whether an other-than-temporary impairment has occurred.  The assessment of whether an investment in a debt security has suffered an other-than-temporary impairment is based on whether Entergy has the intent to sell or more likely than not will be required to sell the debt security before recovery of its amortized costs.  Further, if Entergy does not expect to recover the entire amortized cost basis of the debt security, an other-than-temporary impairment is considered to have occurred and it is measured by the present value of cash flows expected to be collected less the amortized cost basis (credit loss).  Entergy did not have any material other-than-temporary impairments relating to credit losses on debt securities for the three and nine months ended September 30, 2011 and 2010.  The assessment of whether an investment in an equity security has suffered an other-than-temporary impairment continues to be based on a number of factors including, first, whether Entergy has the ability and intent to hold the investment to recover its value, the duration and severity of any losses, and, then, whether it is expected that the investment will recover its value within a reasonable period of time.  Entergy’s trusts are managed by third parties who operate in accordance with agreements that define investment guidelines and place restrictions on the purchases and sales of investments.  Entergy did not record material charges to other income in the three and nine months ended September 30, 2011 and 2010, respectively, resulting from the recognition of the other-than-temporary impairment of certain equity securities held in its decommissioning trust funds.

NOTE 10.  INCOME TAXES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

See Note 3 to the financial statements in the Form 10-K for a discussion of tax proceedings.  Following are updates to that discussion.


 
69

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Income Tax Litigation

As discussed in more detail in the Form 10-K, in October 2010 the United States Tax Court entered a decision in favor of Entergy for tax years 1997 and 1998.  There were two issues before the Court, depreciation of street lighting assets and the ability to credit the UK Windfall Tax as a foreign tax credit.  The IRS has not appealed street lighting depreciation, but has appealed the foreign tax credit matter to the United States Court of Appeals for the Fifth Circuit and oral argument has been scheduled for November 2011.

Other Tax Matters

During the second quarter 2011, Entergy effectively settled an uncertain tax position with the IRS resulting in the reversal of a provision for uncertain tax positions of approximately $41 million.

In August 2011, Entergy entered into a settlement agreement with the IRS relating to the mark-to-market income tax treatment of various wholesale electric power purchase and sale agreements, including Entergy Louisiana’s contract to purchase electricity from the Vidalia hydroelectric facility.  See Note 8 to the financial statements in the Form 10-K for further details regarding this contract and a previous LPSC-approved settlement regarding sharing of tax benefits from the tax treatment of the contract.

With respect to income tax accounting for wholesale electric power purchase agreements, Entergy recognized income for tax purposes of approximately $1.5 billion, which represents a reversal of previously deducted temporary differences on which deferred taxes had been provided.  Also in connection with this settlement, Entergy recognized a gain for income tax purposes of approximately $1.03 billion on the formation of a wholly-owned subsidiary in 2005 with a corresponding step-up in the tax basis of depreciable assets resulting in additional tax depreciation at Entergy Louisiana.  Because Entergy Louisiana is entitled to deduct additional tax depreciation of $1.03 billion in the future, Entergy Louisiana recorded a deferred tax asset for this additional tax basis.  The tax expense associated with the gain is offset by recording the deferred tax asset and by utilization of net operating losses.  With the recording of the deferred tax asset, there was a corresponding increase to Entergy Louisiana’s member’s equity account.  After consideration of the taxable income recognition and the additional depreciation deductions provided for in the settlement, Entergy’s net operating loss carryover was reduced by approximately $2.5 billion.

The agreement with the IRS effectively settled the tax treatment of various wholesale electric power purchase and sale agreements, resulting in the reversal in third quarter 2011 of approximately $422 million of deferred tax liabilities and liabilities for uncertain tax positions at Entergy Louisiana, with a corresponding reduction in income tax expense.  Under the terms of an LPSC-approved settlement, Entergy Louisiana will share over a 15-year period a portion of the benefits of the settlement with its customers, and recorded a $199 million regulatory charge and a corresponding regulatory liability to reflect this obligation.

During the second quarter 2011, Entergy filed an Application for Change in Accounting Method related to the allocation of overhead costs between production and non-production activity.  The accounting method affects the amount of overhead that will be capitalized or deducted for tax purposes.
 

NOTE 11.  PROPERTY, PLANT, AND EQUIPMENT (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Acquisition

In April 2011, Entergy Louisiana purchased Unit 2 of the Acadia Energy Center, a 580 MW generating unit located near Eunice, Louisiana, from an independent power producer.  The Acadia Energy Center, which entered commercial service in 2002, consists of two combined-cycle gas-fired generating units, each nominally rated at 580 MW.  Entergy Louisiana purchased 100 percent of Acadia Unit 2 and a 50 percent ownership interest in the facility’s common assets for approximately $300 million.  In a separate transaction, Cleco Power acquired Acadia Unit 1 and the other 50 percent interest in the facility’s common assets.  Cleco Power will serve as operator for the entire facility. The FERC and the LPSC approved the transaction.
 
 
70

Entergy Corporation and Subsidiaries
Notes to Financial Statements


Construction Expenditures in Accounts Payable

Construction expenditures included in accounts payable at September 30, 2011 are $122.9 million for Entergy, $12.9 million for Entergy Arkansas, $13.6 million for Entergy Gulf States Louisiana, $23.8 million for Entergy Louisiana, $2.7 million for Entergy Mississippi, $0.2 million for Entergy New Orleans, $2.4 million for Entergy Texas, and $25.2 million for System Energy.

Vermont Yankee

See Impairment of Long-Lived Assets in Note 1 to the financial statements in the Form 10-K, including a discussion of the Vermont Yankee nuclear power plant.  Following are updates to that discussion.

In March 2011, the NRC renewed Vermont Yankee’s operating license for an additional 20 years, as a result of which the license now expires in 2032.  In May 2011, the Vermont Department of Public Service and the New England Coalition petitioned the United States Court of Appeals for the District of Columbia seeking judicial review of the NRC’s issuance of the renewed operating license alleging that the license had been issued without a valid and effective water quality certification under Section 401 of the Clean Water Act.  Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. intervened in the proceeding.  Motions by the parties for summary disposition were denied by the court, which set a briefing schedule on the merits that ends in February 2012.  Oral argument may be scheduled after briefing is completed.

On April 18, 2011, Entergy Nuclear Vermont Yankee, the owner of Vermont Yankee, and Entergy Nuclear Operations, the operator of Vermont Yankee, filed a complaint in the United States District Court for the District of Vermont seeking a declaratory judgment and injunctive relief to prevent the state of Vermont from forcing Vermont Yankee to cease operation on March 21, 2012.  Specifically the complaint asserts, in part, the following:

·  
Atomic Energy Act Preemption.  Under the Supremacy Clause of the U.S. Constitution, the U.S. Supreme Court held in 1983 that a state has no authority over (1) nuclear power plant licensing and operations or (2) the radiological safety of a nuclear power plant.  In violation of these legal principles, Vermont has asserted that it can shut down a federally licensed and operating nuclear power plant, and that it can regulate the plant based upon Vermont’s safety concerns.

·  
Federal Power Act Preemption and the Commerce Clause of the U.S. Constitution.  Vermont is prohibited from conditioning post-March 2012 operation of Vermont Yankee on the plant’s agreement to provide power to Vermont utilities at preferential wholesale rates.  The Federal Power Act preempts any state interference with the FERC’s exclusive regulation of rates in the wholesale power market.  The Commerce Clause of the U.S. Constitution bars a state from discriminatory regulation of private markets that favors in-state over out-of-state residents.

In addition to seeking a declaratory judgment, the complaint also requests a preliminary and permanent injunction enjoining the enforcement of Vermont statutes, regulations, or other laws purporting to regulate the operation and licensing and/or the radiological safety of Vermont Yankee; enjoining Vermont and its officials from undertaking any steps, based on denial of a certificate of public good, to shutdown Vermont Yankee, to prevent Vermont Yankee from delivering power to the interstate grid, or to prohibit the storage at Vermont Yankee of spent nuclear fuel; and enjoining Vermont and its officials from conditioning Vermont Yankee’s continued operation upon Entergy Nuclear Vermont Yankee’s agreement to provide below-market wholesale electricity rates to Vermont retail utilities.  On April 22, 2011, Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations filed in the proceeding a motion for a preliminary injunction.  A hearing on the motion for a preliminary injunction was held on June 23 and 24, 2011.  On July 18, 2011, the court denied Entergy’s motion for preliminary injunction solely on the ground that Entergy had not
 
 
71

Entergy Corporation and Subsidiaries
Notes to Financial Statements

shown that any irreparable harm it might suffer before the trial on the complaint for a declaratory judgment would be ameliorated or redressed by a preliminary injunction.  The court’s preliminary injunction ruling did not decide whether Entergy had shown a likelihood of success on the merits of its preemption claims.  A trial on the complaint for a declaratory judgment was held in September 2011 and the decision of the court is pending.

As discussed further in the Form 10-K, after evaluating various factors, including the progress of the litigation in the U.S. District Court,  if Entergy concludes that Vermont Yankee is unlikely to operate significantly beyond its original license expiration date in 2012, it could result in an impairment of part or all of the carrying value of the plant.  In preparing its third quarter 2011 financial statements Entergy evaluated these factors and concluded that the carrying value of Vermont Yankee is not impaired as of September 30, 2011.  As of September 30, 2011 the net carrying value of the plant, including nuclear fuel, is $459 million.


NOTE 12.  VARIABLE INTEREST ENTITIES (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, System Energy)

See Note 18 to the financial statements in the Form 10-K for a discussion of variable interest entities.  See Note 4 to the financial statements herein for details of the nuclear fuel companies’ credit facility and commercial paper borrowings and long-term debt.

Entergy Louisiana and System Energy are each considered to hold a variable interest in the lessors from which they lease, respectively, undivided interests representing approximately 9.3% of the Waterford 3 and 11.5% of the Grand Gulf nuclear plants.  Entergy Louisiana and System Energy are the lessees under these arrangements, which are described in more detail in Note 10 to the consolidated financial statements in the Form 10-K.  Entergy Louisiana made payments on its lease, including interest, of $12.8 million and $9.8 million in the three months ended September 30, 2011 and 2010, respectively.  Entergy Louisiana made payments on its lease, including interest, of $50.4 million and $35.1 million in the nine months ended September 30, 2011 and 2010, respectively.  System Energy made payments on its lease, including interest, of $2.0 million and $2.9 million in the three months ended September 30, 2011 and 2010, respectively.  System Energy made payments on its lease, including interest, of $49.4 million and $48.6 million in the nine months ended September 30, 2011 and 2010, respectively.

__________________________________

In the opinion of the management of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented.  The business of the Registrant Subsidiaries is subject to seasonal fluctuations, however, with the peak periods occurring during the third quarter.  The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.


Part I, Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2011, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually "Registrant" and collectively the "Registrants") management, including their respective Principal Executive Officers (PEO) and Principal Financial Officers (PFO).  The evaluations assessed the effectiveness of the Registrants’ disclosure controls and procedures.  Based on the evaluations, each PEO and PFO has concluded that, as to the Registrant or Registrants for which they serve as PEO or PFO, the Registrant’s or Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrant’s or Registrants’ disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant’s or Registrants’ management, including their respective PEOs and PFOs, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

Under the supervision and with the participation of the Registrants’ management, including their respective PEOs and PFOs, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended September 30, 2011 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.



ENTERGY ARKANSAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income decreased $12.3 million primarily due to a higher effective income tax rate, lower net revenue, higher taxes other than income taxes, and lower other income.  The decrease was partially offset by lower other operation and maintenance expenses and lower interest expense.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income decreased $7.1 million primarily due to higher other operation and maintenance expenses, a higher effective income tax rate, and lower other income, partially offset by lower depreciation and amortization expenses, higher net revenue, and lower interest expense.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2011 to the third quarter 2010.

  
 
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 397.0  
Volume/weather
    (8.8 )
Miscellaneous insignificant items
    6.2  
2011 net revenue
  $ 394.4  

The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales as compared to the same period in 2010, partially offset by more favorable weather-adjusted usage.

Gross operating revenues and fuel expenses

Gross operating revenues increased primarily due to an increase of $71.7 million in fuel cost recovery revenues due to a change in the energy cost recovery rider effective April 2011.

Fuel expenses increased primarily due to an increase in the recovery from customers of deferred fuel costs.

 
74

Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

  
 
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 980.1  
Retail electric price
    28.1  
Volume/weather
    (13.6 )
Capacity acquisition recovery
    (10.2 )
Other
    1.2  
2011 net revenue
  $ 985.6  

The retail electric price variance is primarily due to a base rate increase effective July 2010.  See Note 2 to the financial statements in the Form 10-K for discussion of the rate case settlement.

The volume/weather variance is primarily due to the effect of less favorable weather on residential and commercial sales as compared to the same period in 2010, partially offset by more favorable weather-adjusted usage.
 
The capacity acquisition recovery variance is primarily due to the cessation of the capacity acquisition rider to recover expenses incurred because those costs are recovered in base rates effective July 2010.

Other Income Statement Variances

Third Quarter 2011 Compared to Third Quarter 2010

Other operation and maintenance expenses decreased primarily due to a $5.7 million decrease in compensation and benefits costs resulting from an increase in the accrual for incentive-based compensation in 2010.

Taxes other than income taxes increased primarily due to an increase in local franchise taxes resulting from higher retail electric revenues as compared with the same period in 2010.  There is no effect on net income as these taxes are recovered through the franchise tax rider.

                Other income decreased primarily due to carrying charges on storm restoration costs recorded in 2010 related to the January 2009 ice storm.

Interest expense decreased primarily due to the refinancing of debt at lower interest rates.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Other operation and maintenance expenses increased primarily due to an increase of $5.3 million in nuclear expenses primarily due to higher labor and contract costs, and an increase of $4.1 million in fossil costs due to higher fossil plant outage costs.  The increase was offset by an $8.1 million decrease in compensation and benefits costs resulting from an increase in the accrual for incentive-based compensation in 2010.

Depreciation and amortization expenses decreased primarily due to a decrease in depreciation rates as a result of the rate case settlement agreement approved by the APSC in June 2010.

Other income decreased primarily due to carrying charges on storm restoration costs recorded in 2010 related to the January 2009 ice storm.

Interest expense decreased primarily due to the refinancing of debt at lower interest rates.
 
 
75

Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis

Income Taxes

The effective income tax rates for the third quarter 2011 and the nine months ended September 30, 2011 were 45.9% and 43.8% respectively.  The differences in the effective income tax rates for the third quarter 2011 and the nine months ended September 30, 2011 versus the federal statutory rate of 35.0% are primarily due to state income taxes, an adjustment to the provision for uncertain tax positions, and book and tax differences related to utility plant items.

The effective income tax rates for the third quarter 2010 and the nine months ended September 30, 2010 were 38.4% and 40.3%, respectively.  The differences in the effective income tax rates for the third quarter 2010 and the nine months ended September 30, 2010 versus the federal statutory rate of 35.0% were primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by the amortization of investment tax credits.

Liquidity and Capital Resources

April 2011 Storms

In April 2011, several thunderstorms with either tornados or straight-line winds caused damage to Entergy Arkansas’s transmission and distribution lines, equipment, poles, and other facilities.  The incurred cost of repairing that damage is $70 million, of which $19 million is operating and maintenance costs that are charged against the storm cost provision, and the remainder is capital investment.

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
   
2010
 
   
(In Thousands)
 
             
Cash and cash equivalents at beginning of period
  $ 106,102     $ 86,233  
                 
Cash flow provided by (used in):
               
Operating activities
    334,762       453,333  
Investing activities
    (359,111 )     (231,198 )
Financing activities
    (78,971 )     (201,080 )
Net increase (decrease) in cash and cash equivalents
    (103,320 )     21,055  
                 
Cash and cash equivalents at end of period
  $ 2,782     $ 107,288  

Operating Activities

           Cash flow from operations decreased $118.6 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to a change of $53.2 million in deferred fuel costs primarily due to a reduction in the rough production cost equalization recovery rate because Entergy Arkansas’s obligation has decreased, an increase of $47.6 million in pension contributions, and spending resulting from the April 2011 storms discussed above.  The decrease was partially offset by income tax payments of $56.8 million in 2010.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits funding.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments resulted from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.
 
 
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Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis

Investing Activities

Net cash flow used in investing activities increased $127.9 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to an increase in nuclear fuel purchases primarily due to the purchase of nuclear fuel from System Fuels because the Utility companies will now purchase nuclear fuel as System Fuels procures it, rather than primarily at the time of refueling.  The increase is also due to $51 million in storm restoration spending resulting from the April 2011 storms, as discussed above.  The increase was partially offset by money pool activity.

Decreases in Entergy Arkansas’s receivable from the money pool are a source of cash flow, and Entergy Arkansas’s receivable from the money pool decreased by $41.5 million in the nine months ended September 30, 2011, compared to increasing by $8.1 million for the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities decreased $122.1 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to a $56.3 million decrease in dividends paid on common stock and money pool activity, partially offset by a decrease of $37.8 million in net borrowings from the nuclear fuel company variable interest entity credit facility.

Increases in Entergy Arkansas’s payable to the money pool are a source of cash flow, and Entergy Arkansas’s payable to the money pool increased by $32.1 million for the nine months ended September 30, 2011.

Capital Structure

Entergy Arkansas’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
 2011
   
December 31,
2010
 
             
Debt to capital
    55.5 %     55.9 %
Effect of excluding the securitization bonds
    (1.6 )%     (1.6 )%
Debt to capital, excluding securitization bonds (1)
    53.9 %     54.3 %
Effect of subtracting cash
    (0.0 )%     (1.5 )%
Net debt to net capital, excluding securitization bonds (1)
    53.9 %     52.8 %

(1)
Calculation excludes the securitization bonds, which are non-recourse to Entergy Arkansas.

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and shareholders’ equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Arkansas uses the net debt to net capital ratio and the ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Arkansas’s financial condition.


 
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Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas’s uses and sources of capital.  Entergy Arkansas is developing its capital investment plan for 2012 through 2014 and currently anticipates making $1.4 billion in capital investments during that period, including approximately $701 million for maintenance of existing assets.  The remaining $662 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including the Hot Spring Energy Facility acquisition.  Following are additional updates to the information provided in the Form 10-K.

Entergy Arkansas’s receivables from or (payables to) the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
($32,102)
 
$41,463
 
$37,000
 
$28,859

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

In April 2011, Entergy Arkansas entered into a $78 million credit facility that expires in April 2012.  No borrowings were outstanding under the credit facility as of September 30, 2011.

Hot Spring Energy Facility Purchase Agreement

In April 2011, Entergy Arkansas announced that it has signed an asset purchase agreement to acquire the Hot Spring Energy Facility, a 620 MW natural gas-fired combined-cycle turbine plant located in Hot Spring County, Arkansas, from a subsidiary of KGen Power Corporation.  The purchase price is expected to be approximately $253 million.  Entergy Arkansas also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $277 million.  A new transmission service request has been submitted to determine if investments for supplemental upgrades in the Entergy transmission system are needed to make the Hot Spring Energy Facility deliverable to Entergy Arkansas for the period after Entergy Arkansas exits the System Agreement.  The initial results of the service request are expected in January 2012; accordingly there are still uncertainties that must be resolved.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  These include regulatory approvals from the APSC and FERC, as well as clearance under the Hart-Scott-Rodino anti-trust law.  Closing is expected to occur in mid-2012.  In July 2011, Entergy Arkansas filed its application with the APSC requesting approval of the acquisition and full cost recovery.  The APSC has established a procedural schedule that includes a January 24, 2012 evidentiary hearing.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – State and Local Rate Regulation" in the Form 10-K for a discussion of state and local rate regulation.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.


 
78

Entergy Arkansas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Nuclear Matters

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Nuclear Matters" in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Arkansas’s accounting for nuclear decommissioning costs, unbilled revenue, and qualified pension and other postretirement benefits.




CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 658,356     $ 575,062     $ 1,618,687     $ 1,647,491  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    100,381       27,961       269,494       310,430  
   Purchased power
    164,901       156,581       373,244       373,561  
   Nuclear refueling outage expenses
    11,172       10,008       31,391       31,867  
   Other operation and maintenance
    129,300       135,045       373,530       360,703  
Decommissioning
    9,588       9,016       28,327       26,635  
Taxes other than income taxes
    24,989       23,004       63,520       65,561  
Depreciation and amortization
    54,483       53,353       163,993       178,056  
Other regulatory credits - net
    (1,280 )     (6,481 )     (9,611 )     (16,607 )
TOTAL
    493,534       408,487       1,293,888       1,330,206  
                                 
OPERATING INCOME
    164,822       166,575       324,799       317,285  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    2,033       677       4,913       3,435  
Interest and investment income
    3,938       6,073       13,099       19,795  
Miscellaneous - net
    (1,213 )     (452 )     (3,102 )     (537 )
TOTAL
    4,758       6,298       14,910       22,693  
                                 
INTEREST EXPENSE
                               
Interest expense
    20,726       21,863       62,749       67,222  
Allowance for borrowed funds used during construction
    (818 )     (396 )     (1,919 )     (2,007 )
TOTAL
    19,908       21,467       60,830       65,215  
                                 
INCOME BEFORE INCOME TAXES
    149,672       151,406       278,879       274,763  
                                 
Income taxes
    68,727       58,116       122,028       110,819  
                                 
NET INCOME
    80,945       93,290       156,851       163,944  
                                 
Preferred dividend requirements and other
    1,718       1,718       5,155       5,155  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 79,227     $ 91,572     $ 151,696     $ 158,789  
                                 
See Notes to Financial Statements.
                               


 
 

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 156,851     $ 163,944  
Adjustments to reconcile net income to net cash flow provided by operating activities:
 
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    255,051       261,978  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (17,536 )     54,376  
  Changes in assets and liabilities:
               
    Receivables
    (69,699 )     (22,478 )
    Fuel inventory
    (8,904 )     (10,265 )
    Accounts payable
    134,019       (37,034 )
    Prepaid taxes and taxes accrued
    126,029       -  
    Interest accrued
    (5,716 )     (2,133 )
    Deferred fuel costs
    8,112       61,311  
    Other working capital accounts
    (129,416 )     44,039  
    Provisions for estimated losses
    (2,491 )     (8,563 )
    Other regulatory assets
    23,478       (30,562 )
    Pension and other postretirement liabilities
    (110,423 )     (50,900 )
    Other assets and liabilities
    (24,593 )     29,620  
Net cash flow provided by operating activities
    334,762       453,333  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (271,443 )     (212,468 )
Allowance for equity funds used during construction
    6,451       3,435  
Nuclear fuel purchases
    (127,978 )     (12,261 )
Proceeds from sale of equipment
    -       2,489  
Changes in other investments
    -       2,415  
Proceeds from nuclear decommissioning trust fund sales
    82,655       178,441  
Investment in nuclear decommissioning trust funds
    (95,723 )     (185,126 )
Change in money pool receivable - net
    41,463       (8,141 )
Investment in affiliates
    10,994       -  
Remittances to transition charge account
    (11,866 )     -  
Payments from transition charge account
    6,336       -  
Other
    -       18  
Net cash flow used in investing activities
    (359,111 )     (231,198 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    54,804       119,782  
Retirement of long-term debt
    (39,145 )     (100,000 )
Changes in short-term borrowings - net
    (4,477 )     (42,307 )
Changes in money pool payable - net
    32,102       -  
Dividends paid:
               
  Common stock
    (117,100 )     (173,400 )
  Preferred stock
    (5,155 )     (5,155 )
Net cash flow used in financing activities
    (78,971 )     (201,080 )
                 
Net increase (decrease) in cash and cash equivalents
    (103,320 )     21,055  
                 
Cash and cash equivalents at beginning of period
    106,102       86,233  
                 
Cash and cash equivalents at end of period
  $ 2,782     $ 107,288  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 64,670     $ 65,337  
  Income taxes
  $ -     $ 56,847  
                 
See Notes to Financial Statements.
               



CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2011 and December 31, 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 2,782     $ 4,250  
  Temporary cash investments
    -       101,852  
    Total cash and cash equivalents
    2,782       106,102  
Securitization recovery trust account
    7,942       2,412  
Accounts receivable:
               
  Customer
    140,820       79,905  
  Allowance for doubtful accounts
    (24,735 )     (24,402 )
  Associated companies
    47,653       82,583  
  Other
    61,079       61,135  
  Accrued unbilled revenues
    76,867       74,227  
    Total accounts receivable
    301,684       273,448  
Deferred fuel costs
    53,390       61,502  
Fuel inventory - at average cost
    46,603       37,699  
Materials and supplies - at average cost
    139,427       140,095  
Deferred nuclear refueling outage costs
    30,089       23,099  
System agreement cost equalization
    190,174       52,160  
Prepaid taxes
    -       86,693  
Prepayments and other
    10,561       7,877  
TOTAL
    782,652       791,087  
                 
OTHER PROPERTY AND INVESTMENTS
               
Decommissioning trust funds
    504,773       520,841  
Non-utility property - at cost (less accumulated depreciation)
    1,679       1,684  
Other
    3,182       14,176  
TOTAL
    509,634       536,701  
                 
UTILITY PLANT
               
Electric
    7,963,491       7,787,348  
Property under capital lease
    1,252       1,303  
Construction work in progress
    173,286       114,324  
Nuclear fuel
    254,186       188,611  
TOTAL UTILITY PLANT
    8,392,215       8,091,586  
Less - accumulated depreciation and amortization
    3,819,208       3,683,001  
UTILITY PLANT - NET
    4,573,007       4,408,585  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    91,145       98,836  
Other regulatory assets (includes securitization property of
         
       $108,470 as of September 30, 2011 and $118,505 as of
         
       December 31, 2010)
    876,662       892,449  
Other
    25,933       23,710  
TOTAL
    993,740       1,014,995  
                 
TOTAL ASSETS
  $ 6,859,033     $ 6,751,368  
                 
See Notes to Financial Statements.
               
 
 
 
 
ENTERGY ARKANSAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
September 30, 2011 and December 31, 2010
(Unaudited)
                 
      2011       2010  
   
(In Thousands)
 
                 
CURRENT LIABILITIES
               
Currently maturing long-term debt
  $ -     $ 35,000  
Short-term borrowings
    58,300       62,777  
Accounts payable:
               
  Associated companies
    252,932       92,627  
  Other
    117,166       114,454  
Customer deposits
    79,530       72,535  
Taxes accrued
    39,336       -  
Accumulated deferred income taxes
    74,601       82,820  
Interest accrued
    21,304       27,020  
Other
    31,724       21,115  
TOTAL
    674,893       508,348  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,649,784       1,661,365  
Accumulated deferred investment tax credits
    43,436       44,928  
Other regulatory liabilities
    102,429       140,801  
Decommissioning
    630,491       602,164  
Accumulated provisions
    5,479       7,970  
Pension and other postretirement liabilities
    305,502       415,925  
Long-term debt (includes securitization bonds of $119,923 as
         
    of September 30, 2011 and $124,066 as of December 31, 2010)
    1,882,056       1,828,910  
Other
    10,111       20,701  
TOTAL
    4,629,288       4,722,764  
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    116,350       116,350  
                 
COMMON EQUITY
               
Common stock, $0.01 par value, authorized 325,000,000
         
  shares; issued and outstanding 46,980,196 shares in 2011
         
  and 2010
    470       470  
Paid-in capital
    588,444       588,444  
Retained earnings
    849,588       814,992  
TOTAL
    1,438,502       1,403,906  
                 
TOTAL LIABILITIES AND EQUITY
  $ 6,859,033     $ 6,751,368  
                 
See Notes to Financial Statements.
               




CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited) (In Thousands)
                         
   
Common Equity
       
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2009
  $ 470     $ 588,444     $ 822,647     $ 1,411,561  
                                 
Net income
    -       -       163,944       163,944  
Common stock dividends
    -       -       (173,400 )     (173,400 )
Preferred stock dividends
    -       -       (5,155 )     (5,155 )
                                 
Balance at September 30, 2010
  $ 470     $ 588,444     $ 808,036     $ 1,396,950  
                                 
                                 
Balance at December 31, 2010
  $ 470     $ 588,444     $ 814,992     $ 1,403,906  
                                 
Net income
    -       -       156,851       156,851  
Common stock dividends
    -       -       (117,100 )     (117,100 )
Preferred stock dividends
    -       -       (5,155 )     (5,155 )
                                 
Balance at September 30, 2011
  $ 470     $ 588,444     $ 849,588     $ 1,438,502  
                                 
See Notes to Financial Statements.
                               

 



SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 280     $ 245     $ 35       14  
  Commercial
    146       123       23       19  
  Industrial
    134       112       22       20  
  Governmental
    6       5       1       20  
    Total retail
    566       485       81       17  
  Sales for resale:
                               
     Associated companies
    75       70       5       7  
     Non-associated companies
    22       17       5       29  
  Other
    (5 )     3       (8 )     (267 )
    Total
  $ 658     $ 575     $ 83       14  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    2,769       2,777       (8 )     -  
  Commercial
    1,905       1,910       (5 )     -  
  Industrial
    2,003       2,006       (3 )     -  
  Governmental
    81       83       (2 )     (2 )
    Total retail
    6,758       6,776       (18 )     -  
  Sales for resale:
                               
     Associated companies
    1,937       1,852       85       5  
     Non-associated companies
    267       150       117       78  
    Total
    8,962       8,778       184       2  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 612     $ 628     $ ( 16 )     (3 )
  Commercial
    345       343       2       1  
  Industrial
    318       322       (4 )     (1 )
  Governmental
    15       15       -       -  
    Total retail
    1,290       1,308       (18 )     (1 )
  Sales for resale:
                               
     Associated companies
    212       225       (13 )     (6 )
     Non-associated companies
    69       57       12       21  
  Other
    48       57       (9 )     (16 )
    Total
  $ 1,619     $ 1,647     $ ( 28 )     (2 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    6,674       6,802       (128 )     (2 )
  Commercial
    4,690       4,718       (28 )     (1 )
  Industrial
    5,320       5,331       (11 )     -  
  Governmental
    210       211       (1 )     -  
    Total retail
    16,894       17,062       (168 )     (1 )
  Sales for resale:
                               
     Associated companies
    5,318       5,908       (590 )     (10 )
     Non-associated companies
    892       537       355       66  
    Total
    23,104       23,507       (403 )     (2 )
                                 



ENTERGY GULF STATES LOUISIANA, L.L.C.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income decreased $25 million primarily due to lower net revenue, a higher effective income tax rate, and higher depreciation and amortization expenses, partially offset by lower other operation and maintenance expenses.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income remained relatively unchanged, decreasing $0.2 million, primarily due to lower net revenue and higher depreciation and amortization expenses, offset by lower interest expense and lower other operation and maintenance expenses.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the third quarter 2011 to the third quarter 2010.

   
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 282.1  
Retail electric price
    (16.7 )
Volume/weather
    (10.3 )
Other
    (1.3 )
2011 net revenue
  $ 253.8  

The retail electric price variance is primarily due to the deferral of prior year purchased power capacity costs recovered throughout 2011 and an increase in credits passed on to customers as a result of the Act 55 storm cost financing.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing.

The volume/weather variance is primarily due to a decrease in sales volume in the unbilled period as well as a decrease of 43 GWh, or 1%, in billed electricity usage, including the effect of less favorable weather on the residential and commercial sectors.


 
86

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

   
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 729.4  
Retail electric price
    (17.9 )
Fuel recovery
    8.4  
Other
    (1.3 )
2011 net revenue
  $ 718.6  

The retail electric price variance is primarily due to an increase in credits passed on to customers as a result of the Act 55 storm cost financing.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing.

The fuel recovery variance resulted primarily from an adjustment to deferred fuel costs in the first quarter 2010.

Other Income Statement Variances

Third Quarter 2011 Compared to Third Quarter 2010

Other operation and maintenance expenses decreased primarily due to:

·  
a $4.1 million decrease in compensation and benefits costs resulting from an increase in the accrual for incentive-based compensation in 2010; and
·  
a decrease of $2.1 million in transmission expenses primarily due to lower transmission equalization expenses in 2011.

Depreciation and amortization expenses increased primarily due to a revision in the second quarter 2010 related to depreciation on storm cost-related assets.  Recovery of the storm cost-related assets will now be through the Act 55 financing of storm costs as approved by the LPSC in June 2010.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Other operation and maintenance expenses decreased primarily due to:

·  
a decrease of $5.9 million in transmission expenses primarily due to lower transmission equalization expenses in 2011;
·  
a $3.7 million decrease in compensation and benefits costs resulting from an increase in the accrual for incentive-based compensation in 2010; and
·  
a decrease of $3.3 million in fossil expenses primarily due to lower fossil plant outage costs.

The decrease was offset by an increase of $3.5 million in nuclear expenses due to increased materials costs and higher nuclear labor costs as well as several individually insignificant items.
 
 
87

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis


Depreciation and amortization expenses increased primarily due to a revision in the second quarter 2010 related to depreciation on storm cost-related assets and an increase in plant in service.  Recovery of the storm cost-related assets will now be through the Act 55 financing of storm costs as approved by the LPSC in June 2010.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing.

Interest expense decreased primarily due to:

·  
redemptions of first mortgage bonds of $68 million in June 2010 and $304 million in November 2010, partially offset by the issuance of first mortgage bonds of $250 million in October 2010.  See Note 4 to the financial statements in the Form 10-K for details of long-term debt; and
·  
interest expense accrued in 2010 related to the expected result of the LPSC Staff audit of the fuel adjustment clause for the period 1995 through 2004.

Income Taxes

The effective income tax rate was 42.5% for the third quarter 2011 and 39.4% for the nine months ended September 30, 2011.  The differences in the effective income tax rates for the third quarter 2011 and for the nine months ended September 30, 2011 versus the federal statutory rate of 35% are primarily due to state income taxes, book and tax differences related to utility plant items, and the provision for uncertain tax positions, partially offset by book and tax differences related to non-taxable distributions earned on the preferred membership interests purchased from Entergy Holdings Company with the proceeds received from the Act 55 storm cost financings.
 
 
The effective income tax rate was 34.1% for the third quarter 2010 and 38.7% for the nine months ended September 30, 2010.  The difference in the effective income tax rates for the third quarter 2010 versus the federal statutory rate of 35% was primarily due to book and tax differences related to Act 55 storm cost financing, partially offset by flow-through book and tax timing differences.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to Act 55 storm cost financing and the amortization of investment tax credits.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
   
2010
 
   
(In Thousands)
 
             
Cash and cash equivalents at beginning of period
  $ 155,173     $ 144,460  
                 
Cash flow provided by (used in):
               
Operating activities
    314,457       571,576  
Investing activities
    (179,431 )     (438,753 )
Financing activities
    (264,335 )     (147,806 )
Net decrease in cash and cash equivalents
    (129,309 )     (14,983 )
                 
Cash and cash equivalents at end of period
  $ 25,864     $ 129,477  


 
88

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis


Operating Activities

Net cash flow provided by operating activities decreased $257.1 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
proceeds of $240.3 million received from the LURC as a result of the Act 55 storm cost financings in 2010;
·  
higher nuclear refueling outage spending at River Bend.  River Bend had a refueling outage in 2011 and did not have one in 2010; and
·  
an increase of $6.7 million in pension contributions.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits.

The decrease was partially offset by income tax payments of $38.2 million made in 2010. In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments result from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.

Investing Activities

Net cash flow used in investing activities decreased $259.3 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
the investment of $150.3 million in affiliate securities and the investment of $90 million in the storm reserve escrow account as a result of the Act 55 storm cost financings.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing; and
·  
money pool activity.

The decrease was partially offset by an increase in nuclear fuel purchases because River Bend had a refueling outage in 2011 and did not have one in 2010.

Decreases in Entergy Gulf States Louisiana’s receivable from the money pool are a source of cash flow, and Entergy Gulf States Louisiana’s receivable from the money pool decreased by $49.7 million for the nine months ended September 30, 2011 compared to decreasing by $4.8 million for the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility operating companies’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities increased $116.5 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to an increase of $157.6 million in common equity distributions, partially offset by an increase in net borrowings against the nuclear fuel company variable interest entity credit facility in 2011. See Note 4 to the financial statements for a discussion of the credit facility.
 

 
89

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis


Capital Structure

Entergy Gulf States Louisiana’s capitalization is balanced between equity and debt, as shown in the following table.  The increase in the debt to capital ratio for Entergy Gulf States Louisiana as of September 30, 2011 is primarily due to a decrease in member’s equity as a result of an increase of $157.7 million in common equity distributions.

   
September 30,
2011
 
December 31,
2010
         
Debt to capital
 
53.8% 
 
51.2% 
Effect of subtracting cash
 
(0.4)%
 
(2.6)%
Net debt to net capital
 
53.4% 
 
48.6% 

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

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States Louisiana’s uses and sources of capital.  Entergy Gulf States Louisiana is developing its capital investment plan for 2012 through 2014 and currently anticipates making $646 million in capital investments during that period, including approximately $457 million for maintenance of existing assets.  The remaining $189 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Following are additional updates to the information provided in the Form 10-K.

Entergy Gulf States Louisiana’s receivables from the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
$13,280
 
$63,003
 
$45,373
 
$50,131

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

As discussed in the Form 10-K, Entergy Gulf States Louisiana has a credit facility in the amount of $100 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2011.

New Nuclear Development

See the Form 10-K for a discussion of the project option being developed by Entergy Gulf States Louisiana and Entergy Louisiana for new nuclear generation at River Bend.  In March 2010, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC seeking approval to continue the development activities.  Discovery is complete and the parties have filed testimony and pre-hearing briefs.  The testimony and pre-hearing brief of the LPSC Staff generally support the request of Entergy Gulf States Louisiana and Entergy Louisiana, although other parties filed briefs, without supporting testimony, in opposition to the request.  An evidentiary hearing was held in October 2011 and the ALJ’s decision is pending.
 
 
90

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis

Entergy Louisiana’s Ninemile Point Unit 6 Self-Build Project

In June 2011, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  Ninemile 6 will be a nominally-sized 550 MW unit that is estimated to cost approximately $721 million to construct, excluding interconnection and transmission upgrades.  Entergy Gulf States Louisiana joined in the application, seeking certification of its purchase under a life-of-unit power purchase agreement of up to 35% of the capacity and energy generated by Ninemile 6.  The Ninemile 6 capacity and energy is proposed to be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Entergy New Orleans has filed a request with the City Council to approve its purchase under a life-of-unit power purchase agreement of this capacity and energy. The City Council has approved a procedural schedule that leads to a decision in the first quarter 2012. If the City Council does not approve this power purchase agreement in a timely manner, then an allocation of 65% to Entergy Louisiana and 35% to Entergy Gulf States Louisiana is proposed.  If approvals are obtained from the LPSC and other permitting agencies, Ninemile 6 construction is expected to begin in 2012, and the unit is expected to commence commercial operation by mid-2015.  The ALJ has established a schedule for the LPSC proceeding that includes February 27 - March 7, 2012 hearing dates.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – State and Local Rate Regulation" in the Form 10-K for a discussion of state and local rate regulation.  Following are updates to that discussion.

In January 2003 the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States Louisiana and its affiliates.  The audit includes a review of the reasonableness of charges flowed by Entergy Gulf States Louisiana through its fuel adjustment clause for the period 1995 through 2004.  The LPSC Staff issued its audit report in December 2010.  The report recommended the disallowance of $23 million of costs which, with interest, would total $43 million.  $2 million of this total relates to a realignment to and recovery through base rates of certain SO2 costs.  Entergy Gulf States Louisiana filed comments disputing the findings in the report.  Entergy Gulf States Louisiana and the LPSC Staff reached a settlement to resolve the audit that requires Entergy Gulf States Louisiana to refund $18 million to customers, including the realignment to base rates of the $2 million of SO2 costs.  Entergy Gulf States Louisiana and the LPSC Staff filed the uncontested settlement, the ALJ held a stipulation hearing in September 2011, and the LPSC approved the settlement in October 2011.  The refund will be made in the November 2011 billing cycle.  Entergy Gulf States Louisiana had previously recorded provisions for the estimated outcome of this proceeding.

In April 2010 the LPSC authorized its staff to initiate an audit of Entergy Gulf States Louisiana’s purchased gas adjustment clause filings for its gas distribution operations.  The audit includes a review of the reasonableness of charges flowed through by Entergy Gulf States Louisiana for the period from 2003 through 2008.  Discovery was completed and, in June 2011, the LPSC Staff filed an audit report generally supporting the appropriateness of charges flowed through the purchased gas adjustment clause filings.  The LPSC approved the staff audit report in October 2011.

In January 2011, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ended September 30, 2010.  The filing showed an earned return on common equity of 8.84% and a revenue deficiency of $0.3 million.  In March 2011, the LPSC Staff filed its findings, suggesting an adjustment that will produce an 11.76% earned return on common equity for the test year and a $0.2 million rate reduction.  Entergy Gulf States Louisiana implemented the $0.2 million rate reduction effective with the May 2011 billing cycle.  The LPSC docket is now closed.
 
 
91

Entergy Gulf States Louisiana, L.L.C.
Management’s Financial Discussion and Analysis

In May 2011, Entergy Gulf States Louisiana made a special formula rate plan rate implementation filing with the LPSC that implements effective with the May 2011 billing cycle a $5.1 million rate decrease to reflect adjustments in accordance with a previous LPSC order relating to the acquisition of Unit 2 of the Acadia Energy Center by Entergy Louisiana.  As a result of the closing of the acquisition and termination of the pre-acquisition power purchase agreement with Acadia, Entergy Gulf States Louisiana’s allocation of capacity related to this unit ended, resulting in a reduction in the additional capacity revenue requirement.

In May 2011, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2010 test year.  The filing reflects an 11.11% earned return on common equity, which is within the allowed earnings bandwidth, indicating no cost of service rate change is necessary under the formula rate plan.  The filing also reflects a $22.8 million rate decrease for incremental capacity costs.  Entergy Gulf States Louisiana and the LPSC Staff subsequently filed a joint report that also stated that no cost of service rate change is necessary under the formula rate plan, and the LPSC approved it in October 2011.  Unless otherwise ordered by the LPSC, the 2010 test year is the final evaluation period of Entergy Gulf States Louisiana’s formula rate plan.  Entergy Gulf States Louisiana has filed a motion requesting that the LPSC extend the formula rate plan for an additional year.  The LPSC has indicated that it will act on that request at its November 9, 2011 meeting.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Nuclear Matters

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Nuclear Matters" in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Gulf States Louisiana’s accounting for nuclear decommissioning costs, unbilled revenue, and qualified pension and other postretirement benefits.



INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 587,275     $ 622,200     $ 1,565,964     $ 1,576,985  
Natural gas
    9,673       10,572       49,444       63,687  
TOTAL
    596,948       632,772       1,615,408       1,640,672  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    135,034       117,475       291,592       250,464  
   Purchased power
    224,452       235,010       622,949       667,037  
   Nuclear refueling outage expenses
    4,454       6,448       13,796       17,771  
   Other operation and maintenance
    89,081       95,433       255,566       262,312  
Decommissioning
    3,572       3,374       10,565       9,978  
Taxes other than income taxes
    20,668       20,258       58,246       56,668  
Depreciation and amortization
    35,784       28,752       107,183       96,554  
Other regulatory credits - net
    (16,373 )     (1,803 )     (17,695 )     (6,233 )
TOTAL
    496,672       504,947       1,342,202       1,354,551  
                                 
OPERATING INCOME
    100,276       127,825       273,206       286,121  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    2,273       1,329       6,176       4,140  
Interest and investment income
    10,269       11,288       30,100       30,666  
Miscellaneous - net
    (2,643 )     (1,996 )     (6,515 )     (5,348 )
TOTAL
    9,899       10,621       29,761       29,458  
                                 
INTEREST EXPENSE
                               
Interest expense
    20,731       22,620       63,311       78,225  
Allowance for borrowed funds used during construction
    (931 )     (869 )     (2,624 )     (2,668 )
TOTAL
    19,800       21,751       60,687       75,557  
                                 
INCOME BEFORE INCOME TAXES
    90,375       116,695       242,280       240,022  
                                 
Income taxes
    38,429       39,756       95,352       92,846  
                                 
NET INCOME
    51,946       76,939       146,928       147,176  
                                 
Preferred distribution requirements and other
    206       206       619       621  
                                 
                                 
EARNINGS APPLICABLE TO COMMON EQUITY
  $ 51,740     $ 76,733     $ 146,309     $ 146,555  
                                 
See Notes to Financial Statements.
                               

 

 
 
 
 
 
 
 
 
 
 
 
(Page left blank intentionally)
 
 
 


STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 146,928     $ 147,176  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    154,739       142,212  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (21,223 )     94,696  
  Changes in assets and liabilities:
               
    Receivables
    (153,380 )     (95,713 )
    Fuel inventory
    9,427       5,308  
    Accounts payable
    (64,105 )     53,474  
    Prepaid taxes and taxes accrued
    148,158       (24,945 )
    Interest accrued
    5,877       10,043  
    Deferred fuel costs
    (1,596 )     (20,694 )
    Other working capital accounts
    75,582       17,511  
    Provisions for estimated losses
    1,670       82,647  
    Other regulatory assets
    27,171       144,721  
    Pension and other postretirement liabilities
    (16,605 )     (10,070 )
    Other assets and liabilities
    1,814       25,210  
Net cash flow provided by operating activities
    314,457       571,576  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (156,944 )     (171,142 )
Allowance for equity funds used during construction
    6,176       4,140  
Insurance proceeds
    -       2,243  
Nuclear fuel purchases
    (73,853 )     (33,363 )
Proceeds from the sale of nuclear fuel
    9,647       -  
Investment in affiliates
    -       (150,264 )
Payment to storm reserve escrow account
    -       (90,026 )
Proceeds from nuclear decommissioning trust fund sales
    56,543       83,625  
Investment in nuclear decommissioning trust funds
    (70,623 )     (91,860 )
Change in money pool receivable - net
    49,723       4,758  
Changes in other investments - net
    -       3,136  
Other
    (100 )     -  
Net cash flow used in investing activities
    (179,431 )     (438,753 )
                 
FINANCING ACTIVITIES
               
Retirement of long-term debt
    -       (12,721 )
Changes in credit borrowings - net
    18,500       (8,300 )
Dividends/distributions paid:
               
  Common equity
    (281,950 )     (124,300 )
  Preferred membership interests
    (619 )     (621 )
Other
    (266 )     (1,864 )
Net cash flow used in financing activities
    (264,335 )     (147,806 )
                 
Net decrease in cash and cash equivalents
    (129,309 )     (14,983 )
                 
Cash and cash equivalents at beginning of period
    155,173       144,460  
                 
Cash and cash equivalents at end of period
  $ 25,864     $ 129,477  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid/(received) during the period for:
               
  Interest - net of amount capitalized
  $ 55,073     $ 65,992  
  Income taxes
  $ (7 )   $ 38,220  
                 
Noncash financing activities:
               
  Repayment by Entergy Texas of assumed long-term debt
  $ -     $ 167,742  
                 
See Notes to Financial Statements.
               




BALANCE SHEETS
ASSETS
September 30, 2011 and December 31, 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 247     $ 231  
  Temporary cash investments
    25,617       154,942  
        Total cash and cash equivalents
    25,864       155,173  
Accounts receivable:
               
  Customer
    89,266       60,369  
  Allowance for doubtful accounts
    (1,587 )     (1,306 )
  Associated companies
    187,280       119,252  
  Other
    31,241       27,728  
  Accrued unbilled revenues
    60,116       56,616  
    Total accounts receivable
    366,316       262,659  
Fuel inventory - at average cost
    16,400       25,827  
Materials and supplies - at average cost
    112,019       113,302  
Deferred nuclear refueling outage costs
    25,572       7,372  
Prepaid taxes
    -       40,946  
Prepayments and other
    6,502       5,127  
TOTAL
    552,673       610,406  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliate preferred membership interests
    339,664       339,664  
Decommissioning trust funds
    391,365       393,580  
Non-utility property - at cost (less accumulated depreciation)
    161,652       156,845  
Storm reserve escrow account
    90,225       90,125  
Other
    12,610       12,011  
TOTAL
    995,516       992,225  
                 
UTILITY PLANT
               
Electric
    7,010,486       6,907,268  
Natural gas
    128,786       124,020  
Construction work in progress
    131,703       119,017  
Nuclear fuel
    195,231       202,609  
TOTAL UTILITY PLANT
    7,466,206       7,352,914  
Less - accumulated depreciation and amortization
    3,888,652       3,812,394  
UTILITY PLANT - NET
    3,577,554       3,540,520  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    225,397       234,406  
  Other regulatory assets
    252,721       270,883  
  Deferred fuel costs
    100,124       100,124  
Other
    16,010       14,832  
TOTAL
    594,252       620,245  
                 
TOTAL ASSETS
  $ 5,719,995     $ 5,763,396  
                 
See Notes to Financial Statements.
               
 
 
 
 
ENTERGY GULF STATES LOUISIANA, L.L.C.
BALANCE SHEETS
LIABILITIES AND EQUITY
September 30, 2011 and December 31, 2010
(Unaudited)
                 
      2011       2010  
   
(In Thousands)
 
                 
CURRENT LIABILITIES
               
Currently maturing long-term debt
  $ 60,000     $ -  
Accounts payable:
               
  Associated companies
    91,142       71,601  
  Other
    70,126       160,246  
Customer deposits
    49,332       48,631  
Taxes accrued
    107,212       -  
Accumulated deferred income taxes
    6,762       1,749  
Interest accrued
    33,138       27,261  
Deferred fuel costs
    20,705       22,301  
Pension and other postretirement liabilities
    7,702       7,415  
System agreement cost equalization
    87,140       -  
Other
    21,082       15,049  
TOTAL
    554,341       354,253  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,376,749       1,405,374  
Accumulated deferred investment tax credits
    82,355       84,858  
Other regulatory liabilities
    66,306       83,479  
Decommissioning and asset retirement cost liabilities
    354,719       339,925  
Accumulated provisions
    99,350       97,680  
Pension and other postretirement liabilities
    203,540       220,432  
Long-term debt
    1,543,011       1,584,332  
Long-term payables - associated companies
    31,522       32,596  
Other
    32,834       51,254  
TOTAL
    3,790,386       3,899,930  
                 
Commitments and Contingencies
               
                 
EQUITY
               
Preferred membership interests without sinking fund
    10,000       10,000  
Member's equity
    1,403,857       1,539,517  
Accumulated other comprehensive loss
    (38,589 )     (40,304 )
TOTAL
    1,375,268       1,509,213  
                 
TOTAL LIABILITIES AND EQUITY
  $ 5,719,995     $ 5,763,396  
                 
See Notes to Financial Statements.
               

 

STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited) (In Thousands)
                         
         
Common Equity
       
   
Preferred Membership Interests
   
Member's Equity
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balance at December 31, 2009
  $ 10,000     $ 1,473,930     $ (42,171 )   $ 1,441,759  
                                 
Net income
    -       147,176       -       147,176  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,556)
    -       -       1,614       1,614  
        Total comprehensive income
                            148,790  
                                 
Dividends/distributions declared on common equity
    -       (124,300 )     -       (124,300 )
Dividends/distributions declared on preferred membership interests
    -       (621 )     -       (621 )
Other
    -       (15 )     -       (15 )
                                 
Balance at September 30, 2010
  $ 10,000     $ 1,496,170     $ (40,557 )   $ 1,465,613  
                                 
                                 
Balance at December 31, 2010
  $ 10,000     $ 1,539,517     $ (40,304 )   $ 1,509,213  
                                 
Net income
    -       146,928       -       146,928  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,522)
    -       -       1,715       1,715  
        Total comprehensive income
                            148,643  
                                 
Dividends/distributions declared on common equity
    -       (281,950 )     -       (281,950 )
Dividends/distributions declared on preferred membership interests
    -       (619 )     -       (619 )
Other
    -       (19 )     -       (19 )
                                 
Balance at September 30, 2011
  $ 10,000     $ 1,403,857     $ (38,589 )   $ 1,375,268  
                                 
See Notes to Financial Statements.
                               



 

SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
   
%
 
   
(Dollars In Millions)
       
Electric Operating Revenues:
                       
  Residential
  $ 166     $ 167     $ (1 )     (1 )
  Commercial
    125       125       -       -  
  Industrial
    136       130       6       5  
  Governmental
    5       5       -       -  
    Total retail
    432       427       5       1  
  Sales for resale:
                               
     Associated companies
    136       163       (27 )     (17 )
     Non-associated companies
    14       16       (2 )     (13 )
  Other
    5       16       (11 )     (69 )
    Total
  $ 587     $ 622     $ (35 )     (6 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    1,802       1,844       (42 )     (2 )
  Commercial
    1,516       1,548       (32 )     (2 )
  Industrial
    2,299       2,276       23       1  
  Governmental
    61       53       8       15  
    Total retail
    5,678       5,721       (43 )     (1 )
  Sales for resale:
                               
     Associated companies
    2,462       2,804       (342 )     (12 )
     Non-associated companies
    243       340       (97 )     (29 )
    Total
    8,383       8,865       (482 )     (5 )
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
   
%
 
   
(Dollars In Millions)
         
Electric Operating Revenues:
                               
  Residential
  $ 386     $ 393     $ (7 )     (2 )
  Commercial
    325       324       1       -  
  Industrial
    379       371       8       2  
  Governmental
    16       15       1       7  
    Total retail
    1,106       1,103       3       -  
  Sales for resale:
                               
     Associated companies
    381       372       9       2  
     Non-associated companies
    42       62       (20 )     (32 )
  Other
    37       40       (3 )     (8 )
    Total
  $ 1,566     $ 1,577     $ (11 )     (1 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,278       4,364       (86 )     (2 )
  Commercial
    4,004       3,991       13       -  
  Industrial
    6,819       6,605       214       3  
  Governmental
    168       160       8       5  
    Total retail
    15,269       15,120       149       1  
  Sales for resale:
                               
     Associated companies
    6,598       6,710       (112 )     (2 )
     Non-associated companies
    753       1,297       (544 )     (42 )
    Total
    22,620       23,127       (507 )     (2 )
                                 
 


ENTERGY LOUISIANA, LLC AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income increased $243.4 million primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a $422 million reduction in income tax expense.  The net income effect was partially offset by a $199 million regulatory charge, which reduced net revenue, because a portion of the benefits will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income increased $260.7 million primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts, which resulted in a $422 million reduction in income tax expense.  The net income effect was partially offset by a $199 million regulatory charge, which reduced net revenue, because a portion of the benefits will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the third quarter 2011 to the third quarter 2010.

   
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 314.0  
Mark-to-market tax settlement sharing
    (198.7 )
Retail electric price
    18.7  
Other
    (3.7 )
2011 net revenue
  $ 130.3  

The mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

The retail electric price variance is primarily due to a formula rate plan increase effective May 2011.  See Note 2 to the financial statements herein and in the Form 10-K for discussion of the formula rate plan increase.

 
100

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis

Other regulatory charges (credits)

Other regulatory credits decreased primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts because a portion of the benefits of the settlement will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

   
Amount
 
   
(In Millions)
 
       
2010 net revenue
  $ 821.4  
Mark-to-market tax settlement sharing
    (198.7 )
Retail electric price
    23.2  
Other
    4.2  
2011 net revenue
  $ 650.1  

The mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.

The retail electric price variance is primarily due to a formula rate plan increase effective May 2011.  See Note 2 to the financial statements herein and in the Form 10-K for discussion of the formula rate plan increase.

Other regulatory charges (credits)

Other regulatory credits decreased primarily due to a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts because a portion of the benefits of the settlement will be shared with customers.  See Note 10 to the financial statements for additional discussion of the settlement.

Income Taxes

The effective income tax rate was 727.8% for the third quarter 2011 and (359.5)% for the nine months ended September 30, 2011.  The differences in the effective income tax rates for the third quarter 2011 and the nine months ended September 30, 2011 versus the federal statutory rate of 35.0% are primarily due to the reversal in the third quarter 2011 for uncertain tax positions resulting from a settlement with the IRS related to the mark-to-market income tax treatment of power purchase contracts.  See Note 10 to the financial statements for additional discussion of the settlement.

The effective income tax rate for the third quarter of 2010 was 25.7%.  The difference in the effective income tax rate for the third quarter of 2010 versus the federal statutory rate of 35.0% was primarily due to book and tax differences related to Act 55 storm cost financing, allowance for equity funds used during construction, and state income taxes, partially offset by certain book and tax differences related to utility plant items.  The effective income tax rate for the nine months ended September 30, 2010 was 28.1%.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35.0% was primarily due to book and tax differences related to Act 55 storm cost financing and allowance for equity funds used during construction, partially offset by certain book and tax differences related to utility plant items.
 
 
101

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
   
2010
 
   
(In Thousands)
 
             
Cash and cash equivalents at beginning of period
  $ 123,254     $ 151,849  
                 
Cash flow provided by (used in):
               
Operating activities
    248,173       821,481  
Investing activities
    (699,523 )     (806,079 )
Financing activities
    381,593       127,085  
Net increase (decrease) in cash and cash equivalents
    (69,757 )     142,487  
                 
Cash and cash equivalents at end of period
  $ 53,497     $ 294,336  

Operating Activities

Cash flow provided by operating activities decreased $573.3 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to proceeds of $462.4 million received in 2010 from the LURC as a result of the Act 55 storm cost financings, decreased recovery of fuel costs due to a decrease in the amount of deferred fuel to be recovered compared to the same period in the prior year, and the purchase of $28.1 million of fuel oil from System Fuels because System Fuels will no longer procure fuel oil for the Utility companies.

Investing Activities

Net cash flow used in investing activities decreased $106.6 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
the investment in 2010 of $262.4 million in affiliate securities and the investment of $200 million in the storm reserve escrow account as a result of the Act 55 storm cost financings.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Hurricane Gustav and Hurricane Ike” and Note 2 to the financial statements in the Form 10-K for a discussion of the Act 55 storm cost financing.; and
·  
money pool activity.

The increase was partially offset by:

·  
the purchase of the Acadia Power Plant for approximately $300 million in April 2011; and
·  
an increase in nuclear fuel purchases because of the timing of refueling outages and the purchase of nuclear fuel from System Fuels because the Utility companies will now purchase nuclear fuel as System Fuels procures it, rather than primarily at the time of refueling.

Decreases in Entergy Louisiana’s receivable from the money pool are a source of cash flow, and Entergy Louisiana’s receivable from the money pool decreased by $22.8 million for the nine months ended September 30, 2011 compared to increasing by $50.8 million for the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

 
102

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis


Financing Activities

Net cash flow provided by financing activities increased $254.5 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the following cash flow activity:

·  
the issuance by Entergy Louisiana Investment Recovery Funding, L.L.C., a wholly owned subsidiary of Entergy Louisiana, of $207.2 million of senior secured investment recovery bonds with a coupon of 2.04% in September 2011;
·  
the issuance of $200 million of 4.8% Series first mortgage bonds in March 2011;
·  
an increase in borrowings on the nuclear fuel company variable interest entity’s credit facility;
·  
the issuance of the $20 million Series F note by the nuclear fuel company variable interest entity in March 2011;
·  
the retirement of $55 million of 4.67% Series first mortgage bonds in June 2010; and
·  
the retirement of the $30 million Series D note by the nuclear fuel company variable interest entity in January 2010.

These increases were offset by a principal payment of $35.5 million in 2011 for the Waterford 3 sale-leaseback obligation compared to a principal payment of $17.3 million in 2010 and $31.2 million in common equity dividends paid in 2011.

Capital Structure

Entergy Louisiana’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
2011
 
December 31,
2010
         
Debt to capital
 
43.8%
 
46.1%
Effect of excluding securitization bonds
 
(0.6)%
 
0.0%
Debt to capital, excluding securitization bonds (1)
 
43.2%
 
46.1%
Effect of subtracting cash
 
(2.4)%
 
(1.7)%
Net debt to net capital, excluding securitization bonds (1)
 
40.8%
 
44.4%

(1)  
Calculation excludes the securitization bonds, which are non-recourse to Entergy Louisiana.

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt and member’s equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Louisiana uses the net debt to net capital ratio and the ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Louisiana’s financial condition.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana’s uses and sources of capital.  Entergy Louisiana is developing its capital investment plan for 2012 through 2014 and currently anticipates making $1.9 billion in capital investments during that period, including approximately $651 million for maintenance of existing assets.  The remaining $1.2 billion is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as the Waterford 3 steam generator replacement and potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including the Ninemile Point Unit 6 self-build project.  Following are additional updates to the information provided in the Form 10-K.
 
 
103

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis

Entergy Louisiana’s receivables from the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
$27,107
 
$49,887
 
$103,593
 
$52,807

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

As discussed in the Form 10-K, Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2011.

In March 2011, Entergy Louisiana issued $200 million of 4.80% Series first mortgage bonds due May 2021.  Entergy Louisiana used the proceeds, together with other available funds, to purchase Unit 2 of the Acadia Energy Center, as discussed below.

In September 2011, Entergy Louisiana Investment Recovery Funding I, L.L.C., a company wholly-owned and consolidated by Entergy Louisiana, issued $207.2 million of senior secured investment recovery bonds to recover Entergy Louisiana’s investment recovery costs associated with the cancelled Little Gypsy repowering project.  The bonds have a coupon of 2.04% and an expected maturity date of June 2021.  With the proceeds, Entergy Louisiana Investment Recovery Funding purchased from Entergy Louisiana the investment recovery property, which is the right to recover from customers through an investment recovery charge amounts sufficient to service the bonds.  In accordance with the financing order, Entergy Louisiana will apply the proceeds it received from the sale of the investment recovery property as a reimbursement for previously-incurred investment recovery costs.  

Acadia Unit 2 Purchase Agreement

As discussed more fully in the Form 10-K, in October 2009, Entergy Louisiana announced that it signed an agreement to acquire Unit 2 of the Acadia Energy Center, a 580 MW generating unit located near Eunice, La., from Acadia Power Partners, LLC, an independent power producer.  Entergy Louisiana acquired the plant on April 29, 2011.

Little Gypsy Repowering Project

See the Form 10-K for a discussion of the Little Gypsy repowering project.  As discussed in the Form 10-K, in January 2011 all parties conducted a mediation on the disputed issues, and thereafter, reached agreement on a settlement of all disputed issues, including cost recovery and cost allocation.  The settlement provides for Entergy Louisiana to recover $200 million as of March 31, 2011, and carrying costs on that amount on specified terms thereafter.  The settlement also provides for Entergy Louisiana to recover the approved project costs by securitization.  In April 2011, Entergy Louisiana filed an application with the LPSC to authorize the securitization of the investment recovery costs associated with the project and to issue a financing order by which Entergy Louisiana may accomplish such securitization.  In August 2011 the LPSC issued an order approving the settlement and also issued a financing order for the securitization.  See the discussion above and in Note 4 to the financial statements for a discussion of the September 2011 issuance of the securitization bonds.

Waterford 3 Steam Generator Replacement Project

See the Form 10-K for a discussion of the Waterford 3 Steam Generator Replacement project.  With regard to the delay in the delivery of the steam generators, Entergy Louisiana worked with the manufacturer to fully develop and evaluate repair options, and expects the replacement steam generators to be delivered in time for the Fall 2012 refueling outage.  Extensive inspections of the existing steam generators at Waterford 3 in cooperation with the manufacturer were completed in April 2011.  The review of data obtained during these inspections supports the conclusion that Waterford 3 can operate safely for another full cycle before the replacement of the existing steam
 
 
104

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis

generators.  Entergy Louisiana has formally reported its findings to the NRC.  At this time, a requirement to perform a mid-cycle outage for further inspections in order to allow the plant to continue operation until its Fall 2012 refueling outage is not anticipated.  Entergy Louisiana currently expects the cost of the project, including carrying costs, to increase to approximately $687 million if the replacement occurs during the Fall 2012 refueling outage.

Entergy Louisiana’s existing formula rate plan provides for rate treatment of the Waterford 3 project costs, including in-service rate recovery without regulatory lag and treatment outside of the formula rate plan earnings sharing formula; however, these provisions contemplated the project being placed in service during the term of the current formula rate plan and will not apply at the time of the expected in-service date in the Fall 2012.  Through a motion filed in September 2011, Entergy Louisiana has sought to re-establish comparable rate recovery provisions for the project through renewal or extension of the current formula rate plan provisions.  The LPSC is scheduled to review this motion at its November 2011 meeting.  As set forth in the motion, if Entergy Louisiana cannot establish comparable rate relief through the extension of the current formula rate plan provisions, it will be necessary to seek such relief through a base rate filing.

New Nuclear Development

See the Form 10-K for a discussion of the project option being developed by Entergy Gulf States Louisiana and Entergy Louisiana for new nuclear generation at River Bend.  In March 2010, Entergy Gulf States Louisiana and Entergy Louisiana filed with the LPSC seeking approval to continue the development activities.  Discovery is complete and the parties have filed testimony and pre-hearing briefs.  The testimony and pre-hearing brief of the LPSC Staff generally support the request of Entergy Gulf States Louisiana and Entergy Louisiana, although other parties filed briefs, without supporting testimony, in opposition to the request.  An evidentiary hearing was held in October 2011 and the ALJ’s decision is pending.

Ninemile Point Unit 6 Self-Build Project

In June 2011, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  Ninemile 6 will be a nominally-sized 550 MW unit that is estimated to cost approximately $721 million to construct, excluding interconnection and transmission upgrades.  Entergy Gulf States Louisiana joined in the application, seeking certification of its purchase under a life-of-unit power purchase agreement of up to 35% of the capacity and energy generated by Ninemile 6.  The Ninemile 6 capacity and energy is proposed to be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Entergy New Orleans has filed a request with the City Council to approve its purchase under a life-of-unit power purchase agreement of this capacity and energy.  The City Council has approved a procedural schedule that leads to a decision in the first quarter 2012.  If the City Council does not approve this power purchase agreement in a timely manner, then an allocation of 65% to Entergy Louisiana and 35% to Entergy Gulf States Louisiana is proposed.  If approvals are obtained from the LPSC and other permitting agencies, Ninemile 6 construction is expected to begin in 2012, and the unit is expected to commence commercial operation by mid-2015.  The ALJ has established a schedule for the LPSC proceeding that includes February 27 - March 7, 2012 hearing dates.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – State and Local Rate Regulation" in the Form 10-K for a discussion of state and local rate regulation.

In May 2011, Entergy Louisiana made a special formula rate plan rate implementation filing with the LPSC that implements effective with the May 2011 billing cycle a $43.1 million net rate increase to reflect adjustments in accordance with a previous LPSC order relating to the acquisition of Unit 2 of the Acadia Energy Center.  The net rate increase represents the decrease in the additional capacity revenue requirement resulting from the termination of the power purchase agreement with Acadia and the increase in the revenue requirement resulting from the ownership of the Acadia facility.  In August 2011, Entergy Louisiana made a filing to correct the May 2011 filing and decrease the rate by $1.1 million.
 
 
105

Entergy Louisiana, LLC and Subsidiaries
Management’s Financial Discussion and Analysis

In May 2011, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2010 test year.  The filing reflects an 11.07% earned return on common equity, which is just outside of the allowed earnings bandwidth and results in no cost of service rate change under the formula rate plan.  The filing also reflects a very slight ($9 thousand) rate increase for incremental capacity costs.  Entergy Louisiana and the LPSC Staff subsequently filed a joint report that reflects an 11.07% earned return and results in no cost of service rate change under the formula rate plan, and the LPSC approved the joint report in October 2011.  Unless otherwise ordered by the LPSC, the 2010 test year is the final evaluation period of Entergy Louisiana’s formula rate plan.  Entergy Louisiana has filed a motion requesting that the LPSC extend the formula rate plan for an additional year.  The LPSC has indicated that it will act on that request at its November 9, 2011 meeting.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Nuclear Matters

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Nuclear Matters" in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Louisiana’s accounting for nuclear decommissioning costs, unbilled revenue, and qualified pension and other postretirement benefits.



CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 786,814     $ 768,190     $ 1,954,095     $ 1,999,187  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    221,832       213,587       450,589       516,262  
   Purchased power
    239,484       245,043       670,408       677,518  
   Nuclear refueling outage expenses
    6,861       6,293       21,042       18,563  
   Other operation and maintenance
    107,740       112,931       320,544       319,617  
Decommissioning
    6,219       5,790       18,328       17,065  
Taxes other than income taxes
    18,232       18,269       53,316       51,427  
Depreciation and amortization
    52,991       49,878       154,414       147,396  
Other regulatory charges (credits) - net
    195,161       (4,473 )     182,951       (15,976 )
TOTAL
    848,520       647,318       1,871,592       1,731,872  
                                 
OPERATING INCOME (LOSS)
    (61,706 )     120,872       82,503       267,315  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    8,278       7,551       23,929       21,078  
Interest and investment income
    21,975       22,950       66,101       57,858  
Miscellaneous - net
    (1,353 )     (687 )     (2,007 )     (2,759 )
TOTAL
    28,900       29,814       88,023       76,177  
                                 
INTEREST EXPENSE
                               
Interest expense
    25,363       28,867       84,698       90,056  
Allowance for borrowed funds used during construction
    (4,373 )     (5,044 )     (12,776 )     (14,080 )
TOTAL
    20,990       23,823       71,922       75,976  
                                 
INCOME (LOSS) BEFORE INCOME TAXES
    (53,796 )     126,863       98,604       267,516  
                                 
Income taxes (benefit)
    (391,518 )     32,543       (354,521 )     75,105  
                                 
NET INCOME
    337,722       94,320       453,125       192,411  
                                 
Preferred dividend requirements and other
    1,738       1,738       5,213       5,213  
                                 
EARNINGS APPLICABLE TO
                               
COMMON EQUITY
  $ 335,984     $ 92,582     $ 447,912     $ 187,198  
                                 
See Notes to Financial Statements.
                               



 
 
 
 
(Page left blank intentionally)
 
 


CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 453,125     $ 192,411  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    212,963       212,507  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (273,339 )     59,004  
  Changes in assets and liabilities:
               
    Receivables
    (110,234 )     (112,911 )
    Fuel inventory
    (25,623 )     -  
    Accounts payable
    (72 )     10,024  
    Prepaid taxes and taxes accrued
    17,526       36,387  
    Interest accrued
    1,342       (3,502 )
    Deferred fuel costs
    (41,969 )     17,681  
    Other working capital accounts
    (13,528 )     (7,157 )
    Provisions for estimated losses
    (7,802 )     202,439  
    Other regulatory assets
    84,811       235,374  
    Pension and other postretirement liabilities
    (42,095 )     (19,284 )
    Other assets and liabilities
    (6,932 )     (1,492 )
Net cash flow provided by operating activities
    248,173       821,481  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (314,799 )     (316,756 )
Allowance for equity funds used during construction
    23,929       21,078  
Nuclear fuel purchases
    (135,404 )     -  
Proceeds from the sale of nuclear fuel
    11,570       -  
Payment for purchase of plant
    (299,589 )     -  
Payment to storm reserve escrow account
    -       (200,060 )
Investment in affiliates
    -       (262,430 )
Changes in other investments - net
    -       9,353  
Proceeds from nuclear decommissioning trust fund sales
    11,491       29,419  
Investment in nuclear decommissioning trust funds
    (19,279 )     (35,468 )
Change in money pool receivable - net
    22,780       (50,786 )
Other
    (222 )     (429 )
Net cash flow used in investing activities
    (699,523 )     (806,079 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    420,076       240,725  
Retirement of long-term debt
    (35,547 )     (102,326 )
Changes in short-term borrowings - net
    33,477       (6,101 )
Distributions paid:
               
  Common equity
    (31,200 )     -  
  Preferred membership interests
    (5,213 )     (5,213 )
Net cash flow provided by financing activities
    381,593       127,085  
                 
Net increase (decrease) in cash and cash equivalents
    (69,757 )     142,487  
                 
Cash and cash equivalents at beginning of period
    123,254       151,849  
                 
Cash and cash equivalents at end of period
  $ 53,497     $ 294,336  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid/(received) during the period for:
               
  Interest - net of amount capitalized
  $ 80,354     $ 90,774  
  Income taxes
  $ (77 )   $ 10,580  
                 
Noncash investing and financing activities:
               
Proceeds from long-term debt issued for the purpose
               
  of refunding prior long-term debt
  $ -     $ 150,000  
Long-term debt refunded with proceeds from long-term
               
  debt issued in prior period
  $ -     $ (150,000 )
                 
See Notes to Financial Statements.
               



 

CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2011 and December 31, 2010
(Unaudited)
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 2,076     $ 708  
  Temporary cash investments
    51,421       122,546  
    Total cash and cash equivalents
    53,497       123,254  
Accounts receivable:
               
  Customer
    178,272       85,799  
  Allowance for doubtful accounts
    (1,988 )     (1,961 )
  Associated companies
    62,514       81,050  
  Other
    10,344       14,594  
  Accrued unbilled revenues
    89,453       71,659  
    Total accounts receivable
    338,595       251,141  
Accumulated deferred income taxes
    -       7,072  
Fuel inventory
    25,626       3  
Materials and supplies - at average cost
    141,020       138,047  
Deferred nuclear refueling outage costs
    31,111       11,364  
Prepaid taxes
    7,484       25,010  
Prepayments and other
    16,751       10,719  
TOTAL
    614,084       566,610  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investment in affiliate preferred membership interests
    807,424       807,424  
Decommissioning trust funds
    235,557       240,535  
Storm reserve escrow account
    201,194       200,972  
Non-utility property - at cost (less accumulated depreciation)
    806       946  
TOTAL
    1,244,981       1,249,877  
                 
UTILITY PLANT
               
Electric
    7,782,897       7,216,146  
Property under capital lease
    264,266       264,266  
Construction work in progress
    593,623       521,172  
Nuclear fuel
    146,188       134,528  
TOTAL UTILITY PLANT
    8,786,974       8,136,112  
Less - accumulated depreciation and amortization
    3,633,888       3,457,190  
UTILITY PLANT - NET
    5,153,086       4,678,922  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    134,753       235,404  
  Other regulatory assets (includes securitization property of
               
  $203,814 as of September 30, 2011 and
               
  $- as of December 31, 2010)
    678,586       662,746  
  Deferred fuel costs
    67,998       67,998  
Other
    34,798       26,866  
TOTAL
    916,135       993,014  
                 
TOTAL ASSETS
  $ 7,928,286     $ 7,488,423  
                 
See Notes to Financial Statements.
               
 
 
 
 
 
ENTERGY LOUISIANA, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITY
September 30, 2011 and December 31, 2010
(Unaudited)
 
      2011       2010  
   
(In Thousands)
 
                 
CURRENT LIABILITIES
               
Currently maturing long-term debt
  $ 25,309     $ 35,550  
Short-term borrowings
    56,543       23,066  
Accounts payable:
               
  Associated companies
    78,047       148,528  
  Other
    127,079       140,564  
Customer deposits
    85,495       84,437  
Accumulated deferred income taxes
    1,100       -  
Interest accrued
    33,231       31,889  
Deferred fuel costs
    17,258       59,227  
Pension and other postretirement liabilities
    8,835       8,632  
Other
    31,680       17,514  
TOTAL
    464,577       549,407  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    1,125,149       1,896,685  
Accumulated deferred investment tax credits
    74,075       76,453  
Other regulatory liabilities
    281,933       88,899  
Decommissioning
    339,504       321,176  
Accumulated provisions
    215,754       223,556  
Pension and other postretirement liabilities
    303,427       345,725  
Long-term debt (includes securitization bonds of
               
  $207,122 as of September 30, 2011 and
               
  $- as of December 31, 2010)
    2,173,151       1,771,566  
Other
    61,836       78,085  
TOTAL
    4,574,829       4,802,145  
                 
Commitments and Contingencies
               
                 
EQUITY
               
Preferred membership interests without sinking fund
    100,000       100,000  
Member's equity
    2,812,375       2,061,833  
Accumulated other comprehensive loss
    (23,495 )     (24,962 )
TOTAL
    2,888,880       2,136,871  
                 
TOTAL LIABILITIES AND EQUITY
  $ 7,928,286     $ 7,488,423  
                 
See Notes to Financial Statements.
               


 

 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited) (In Thousands)
 
                         
         
Common Equity
       
   
Preferred Membership Interests
   
Member's Equity
   
Accumulated Other Comprehensive Income (Loss)
   
Total
 
Balance at December 31, 2009
  $ 100,000     $ 1,837,348     $ (25,539 )   $ 1,911,809  
                                 
Net income
    -       192,411       -       192,411  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,132)
    -       -       1,335       1,335  
        Total comprehensive income
                            193,746  
                                 
Dividends/distributions declared on preferred membership interests
    -       (5,213 )     -       (5,213 )
                                 
Balance at September 30, 2010
  $ 100,000     $ 2,024,546     $ (24,204 )   $ 2,100,342  
                                 
                                 
Balance at December 31, 2010
  $ 100,000     $ 2,061,833     $ (24,962 )   $ 2,136,871  
                                 
Net income
    -       453,125       -       453,125  
Additional non-cash contribution resulting from tax settlement
    -       333,830       -       333,830  
Other comprehensive income:
                               
    Pension and other postretirement liabilities (net of tax expense of $1,097)
    -       -       1,467       1,467  
        Total comprehensive income
                            788,422  
Dividends/distributions declared on common equity
    -       (31,200 )     -       (31,200 )
Dividends/distributions declared on preferred membership interests
    -       (5,213 )     -       (5,213 )
                                 
Balance at September 30, 2011
  $ 100,000     $ 2,812,375     $ (23,495 )   $ 2,888,880  
                                 
See Notes to Financial Statements.
                               
                                 




CONSOLIDATED SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
 
%
 
   
(Dollars In Millions)
             
Electric Operating Revenues:
                   
  Residential
  $ 296     $ 282     $ 14       5  
  Commercial
    169       160       9       6  
  Industrial
    256       212       44       21  
  Governmental
    12       11       1       9  
    Total retail
    733       665       68       10  
  Sales for resale:
                               
     Associated companies
    40       86       (46 )     (53 )
     Non-associated companies
    1       1       -       -  
  Other
    13       16       (3 )     (19 )
    Total
  $ 787     $ 768     $ 19       2  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    3,089       3,111       (22 )     (1 )
  Commercial
    1,833       1,835       (2 )     -  
  Industrial
    4,305       3,739       566       15  
  Governmental
    124       121       3       2  
    Total retail
    9,351       8,806       545       6  
  Sales for resale:
                               
     Associated companies
    669       1,288       (619 )     (48 )
     Non-associated companies
    35       12       23       192  
    Total
    10,055       10,106       (51 )     (1 )
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
 
%
 
   
(Dollars In Millions)
                 
Electric Operating Revenues:
                         
  Residential
  $ 667     $ 674     $ (7 )     (1 )
  Commercial
    422       418       4       1  
  Industrial
    649       620       29       5  
  Governmental
    32       32       -       -  
    Total retail
    1,770       1,744       26       1  
  Sales for resale:
                               
     Associated companies
    109       181       (72 )     (40 )
     Non-associated companies
    6       4       2       50  
  Other
    69       70       (1 )     (1 )
    Total
  $ 1,954     $ 1,999     $ (45 )     (2 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    7,441       7,521       (80 )     (1 )
  Commercial
    4,729       4,673       56       1  
  Industrial
    11,720       10,666       1,054       10  
  Governmental
    358       365       (7 )     (2 )
    Total retail
    24,248       23,225       1,023       4  
  Sales for resale:
                               
     Associated companies
    1,772       2,481       (709 )     (29 )
     Non-associated companies
    118       71       47       66  
    Total
    26,138       25,777       361       1  
                                 


 

ENTERGY MISSISSIPPI, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income remained relatively unchanged, decreasing $1 million, primarily due to a higher effective income tax rate, substantially offset by lower interest expense.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income decreased $5.3 million primarily due to higher other operation and maintenance expenses and a higher effective income tax rate, partially offset by lower interest expense and higher net revenue.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the change in net revenue comparing the third quarter 2011 to the third quarter 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$156.7 
Volume/weather
 
(5.2)
Other
 
4.3 
2011 net revenue
 
$155.8 

The volume/weather variance is primarily due to a decrease of 123 GWh in weather-adjusted usage in the residential and commercial sectors and a decrease in sales volume in the unbilled sales period.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues decreased primarily due to a decrease of $39.7 million in fuel cost recovery revenues due to lower fuel rates.

Fuel and purchased power expenses decreased primarily due to a decrease in the average market prices of natural gas and purchased power and a decrease in deferred fuel expense as a result of lower fuel revenues, as discussed above.


 
114

Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$423.2 
Transmission equalization
 
3.1 
Volume/weather
 
1.5 
Other
 
(0.4)
2011 net revenue
 
$427.4 

The transmission equalization variance is primarily due to the addition in 2011 of transmission investments that are equalized.

The volume/weather variance is primarily due to the effect of more favorable weather on the residential and commercial sectors as compared to the same period in 2010, partially offset by a decrease in sales volume in the unbilled sales period.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues decreased primarily due to a decrease of $16.6 million in power management rider revenue, partially offset by an increase of $14.3 million in gross wholesale revenues due to an increase in sales to affiliated customers.

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

Other Income Statement Variances

Third Quarter 2011 Compared to Third Quarter 2010

Interest expense decreased primarily due to a revision caused by FERC’s acceptance of a change in the treatment of funds received from independent power producers for transmission interconnection projects.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Other operation and maintenance expenses increased primarily due to an increase of $3.9 million in legal expenses due to the deferral in 2010 of certain litigation expenses in accordance with regulatory treatment.

Interest expense decreased primarily due to a revision caused by FERC’s acceptance of a change in the treatment of funds received from independent power producers for transmission interconnection projects.

Income Taxes

The effective income tax rate was 37.6% for the third quarter 2011 and 36.6% for the nine months ended September 30, 2011.  The difference in the effective income tax rate for the third quarter 2011 versus the federal statutory rate of 35% is primarily due to state income taxes.  The difference in the effective income tax rate for the nine months ended September 30, 2011 versus the federal statutory rate of 35% is primarily due to state income taxes and book and tax differences related to utility plant items, partially offset by book and tax differences related to the allowance for equity funds used during construction.
 
 
115

Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis


The effective income tax rate was 33.8% for the third quarter 2010 and 32.7% for the nine months ended September 30, 2010.  The difference in the effective income tax rate for the third quarter 2010 versus the federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items, the allowance for equity funds used during construction, and an adjustment to the provision for uncertain tax positions, offset by state income taxes.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35% was primarily due to the allowance for equity funds used during construction, certain book and tax differences related to utility plant items, and the amortization of investment tax credits, offset by state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
 
2010
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$1,216 
 
$91,451 
         
Cash flow provided by (used in):
       
 
Operating activities
 
43,148 
 
66,386 
 
Investing activities
 
(109,146)
 
(111,906)
 
Financing activities
 
65,761 
 
(45,913)
Net decrease in cash and cash equivalents
 
(237)
 
(91,433)
         
Cash and cash equivalents at end of period
 
$979 
 
$18 

Operating Activities

Cash flow provided by operating activities decreased $23.2 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the purchase of $42.6 million of fuel oil from System Fuels because System Fuels will no longer procure fuel oil for the Utility companies and an increase of $11 million in pension contributions, partially offset by a smaller under-recovery of deferred fuel costs.  See “MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits.

Investing Activities

Cash flow used in investing activities decreased $2.8 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to a decrease in construction expenditures because of a $49 million payment in 2010 to a System Energy subsidiary for costs associated with the development of new nuclear generation at Grand Gulf and the repayment by System Fuels of Entergy Mississippi’s $5.5 million investment in System Fuels.  The decrease was substantially offset by money pool activity, an increase in transmission construction expenditures resulting from an increase in reliability work in 2011, and the repayment by Entergy New Orleans in 2010 of a $7.6 million note issued in resolution of its bankruptcy proceedings.
 
 
116

Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis


Decreases in Entergy Mississippi’s receivable from the money pool are a source of cash flow, and Entergy Mississippi’s receivable from the money pool decreased $31.4 million for the nine months ended September 30, 2010.  Entergy Mississippi did not have a receivable from the money pool for the nine months ended September 30, 2011.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Entergy Mississippi’s financing activities provided $65.8 million of cash for the nine months ended September 30, 2011 compared to using $45.9 million of cash for the nine months ended September 30, 2010 primarily due to:

·  
the issuance of $275 million of first mortgage bonds in 2011 compared to the issuance of $80 million of first mortgage bonds in 2010; and
·  
a decrease of $40.1 million in common equity distributions, partially offset by:
·  
the redemption of $180 million of first mortgage bonds in 2011 compared to the redemption of $100 million of first mortgage bonds in 2010; and
·  
money pool activity.

Decreases in Entergy Mississippi’s payable to the money pool are a use of cash flow, and Entergy Mississippi’s payable to the money pool decreased by $17.6 million for the nine months ended September 30, 2011 compared to increasing by $22.4 million for the nine months ended September 30, 2010.

Capital Structure

Entergy Mississippi’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
2011
 
December 31,
2010
         
Debt to capital
 
52.3%
 
51.8%
Effect of subtracting cash
 
0.1%
 
0.0%
Net debt to net capital
 
52.4%
 
51.8%

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and common equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi’s financial condition.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi’s uses and sources of capital.  Entergy Mississippi is developing its capital investment plan for 2012 through 2014 and currently anticipates making $714 million in capital investments during that period, including approximately $388 million for maintenance of existing assets.  The remaining $326 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth, including the Hinds Energy Facility acquisition.  Following are additional updates to the information provided in the Form 10-K.

 
 
117

Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis


Entergy Mississippi’s receivables from or (payables to) the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
($15,617)
 
($33,255)
 
($22,441)
 
$31,435

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

In May 2011, Entergy Mississippi renewed its three separate credit facilities through May 2012 in the aggregate amount of $70 million.  No borrowings were outstanding under the credit facilities as of September 30, 2011.

In May 2011, Entergy Mississippi issued $125 million of 3.25% Series first mortgage bonds due June 2016.  Entergy Mississippi used a portion of the proceeds to pay prior to maturity its $100 million 5.92% Series first mortgage bonds due February 2016.

In April 2011, Entergy Mississippi issued $150 million of 6.0% Series first mortgage bonds due May 2051. Entergy Mississippi used a portion of the proceeds to pay at maturity its $80 million 4.65% Series first mortgage bonds due May 2011.

Hinds Energy Facility Purchase Agreement

In April 2011, Entergy Mississippi announced that it has signed an asset purchase agreement to acquire the Hinds Energy Facility, a 450 MW natural gas-fired combined-cycle turbine plant located in Jackson, Mississippi, from a subsidiary of KGen Power Corporation.  The purchase price is expected to be approximately $206 million.  Entergy Mississippi also expects to invest in various plant upgrades at the facility after closing and expects the total cost of the acquisition to be approximately $246 million.  A new transmission service request has been submitted to determine if investments for supplemental upgrades in the Entergy transmission system are needed to make the Hinds Energy Facility deliverable to Entergy Mississippi for the period after Entergy Mississippi exits the System Agreement.  The initial results of the service request are expected in January 2012; accordingly there are still uncertainties that must be resolved.  The purchase is contingent upon, among other things, obtaining necessary approvals, including full cost recovery, from various federal and state regulatory and permitting agencies.  These include regulatory approvals from the MPSC and FERC, as well as clearance under the Hart-Scott-Rodino anti-trust law.  Closing is expected to occur in mid-2012.  In July 2011, Entergy Mississippi filed with the MPSC requesting approval of the acquisition and full cost recovery.

New Nuclear Development

As discussed further in the Form 10-K, Entergy Mississippi is developing a project option for new nuclear generation at Grand Gulf Nuclear Station, pursuant to the Mississippi Baseload Act and the Mississippi Public Utilities Act.  In October 2010, Entergy Mississippi filed an application with the MPSC requesting that the MPSC determine that it is in the public interest to preserve the option to construct new nuclear generation at Grand Gulf and that the MPSC approve the deferral of Entergy Mississippi’s costs incurred to date and in the future related to this project, including the accrual of AFUDC or similar carrying charges. In October 2011, Entergy Mississippi and the Mississippi Public Utilities Staff filed with the MPSC a joint stipulation.  The stipulation states that there should be a deferral of the $57 million of costs incurred through September 2011 in connection with planning, evaluation, monitoring, and other and related generation resource development activities for new nuclear generation at Grand Gulf.  The costs shall be treated as a regulatory asset until the proceeding is resolved.  The MPU Staff and Entergy Mississippi also agree that the MPSC should conduct a hearing during 2012 to consider the relief requested by Entergy Mississippi in its application, including evidence regarding whether costs incurred in connection with planning,
 
 
118

Entergy Mississippi, Inc.
Management’s Financial Discussion and Analysis


evaluation, monitoring, and other and related generation resource development activities for new nuclear generation at Grand Gulf were prudently incurred and are otherwise allowable.  The MPU Staff and Entergy Mississippi further agree that such prudently incurred costs shall be recoverable in a manner to be determined by the MPSC.  In the Stipulation, the MPU Staff and Entergy Mississippi agree that the development of a nuclear unit project option is consistent with the Mississippi Baseload Act.  The MPU Staff and Entergy Mississippi further agree that the deferral of costs incurred in connection with planning, evaluation, monitoring, and other and related generation resource development activities for new nuclear generation at Grand Gulf also is consistent with the Mississippi Baseload Act.  Entergy Mississippi will not accrue carrying charges or continue to accrue AFUDC on the costs, pending the outcome of the proceeding.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - State and Local Rate Regulation" in the Form 10-K for a discussion of the formula rate plan and fuel and purchased power cost recovery. Following is an update to that discussion.

Formula Rate Plan

In March 2011, Entergy Mississippi submitted its formula rate plan 2010 test year filing.  The filing shows an earned return on common equity of 10.65% for the test year, which is within the earnings bandwidth and results in no change in rates. The filing is currently subject to MPSC review.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Mississippi’s accounting for unbilled revenue and qualified pension and other postretirement benefits.
 
 
 


 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 365,406     $ 407,906     $ 956,581     $ 959,956  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    111,804       137,516       243,674       220,806  
   Purchased power
    95,319       118,273       270,823       302,367  
   Other operation and maintenance
    53,231       54,552       156,577       153,331  
Taxes other than income taxes
    18,279       17,928       52,841       50,537  
Depreciation and amortization
    23,476       22,527       69,630       66,907  
Other regulatory charges (credits) - net
    2,525       (4,592 )     14,700       13,581  
TOTAL
    304,634       346,204       808,245       807,529  
                                 
OPERATING INCOME
    60,772       61,702       148,336       152,427  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    1,927       1,815       6,246       4,914  
Interest and investment income
    120       49       187       370  
Miscellaneous - net
    (742 )     109       (2,579 )     164  
TOTAL
    1,305       1,973       3,854       5,448  
                                 
INTEREST EXPENSE
                               
Interest expense
    10,155       13,332       38,604       42,475  
Allowance for borrowed funds used during construction
    (1,072 )     (1,013 )     (3,474 )     (2,742 )
TOTAL
    9,083       12,319       35,130       39,733  
                                 
INCOME BEFORE INCOME TAXES
    52,994       51,356       117,060       118,142  
                                 
Income taxes
    19,925       17,342       42,849       38,666  
                                 
NET INCOME
    33,069       34,014       74,211       79,476  
                                 
Preferred dividend requirements and other
    707       707       2,121       2,121  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 32,362     $ 33,307     $ 72,090     $ 77,355  
                                 
See Notes to Financial Statements.
                               



 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 74,211     $ 79,476  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Depreciation and amortization
    69,630       66,907  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    34,947       27,892  
  Changes in assets and liabilities:
               
    Receivables
    (19,389 )     (56,998 )
    Fuel inventory
    (43,219 )     (1,307 )
    Accounts payable
    (2,248 )     7,364  
    Taxes accrued
    (1,729 )     14  
    Interest accrued
    774       363  
    Deferred fuel costs
    (30,750 )     (77,487 )
    Other working capital accounts
    4,518       23,388  
    Provisions for estimated losses
    (693 )     (3,172 )
    Other regulatory assets
    (2,311 )     10,110  
    Pension and other postretirement liabilities
    (26,110 )     (13,686 )
    Other assets and liabilities
    (14,483 )     3,522  
Net cash flow provided by operating activities
    43,148       66,386  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (121,813 )     (159,870 )
Allowance for equity funds used during construction
    6,246       4,914  
Proceeds from sale of assets
    868       3,951  
Change in money pool receivable - net
    -       31,435  
Changes in other investments - net
    26       7,629  
Investments in affiliates
    5,527       -  
Other
    -       35  
Net cash flow used in investing activities
    (109,146 )     (111,906 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    268,820       77,167  
Retirement of long-term debt
    (180,000 )     (100,000 )
Change in money pool payable - net
    (17,638 )     22,441  
Dividends paid:
               
  Common stock
    (3,300 )     (43,400 )
  Preferred stock
    (2,121 )     (2,121 )
Net cash flow provided by (used in) financing activities
    65,761       (45,913 )
                 
Net decrease in cash and cash equivalents
    (237 )     (91,433 )
                 
Cash and cash equivalents at beginning of period
    1,216       91,451  
                 
Cash and cash equivalents at end of period
  $ 979     $ 18  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 35,861     $ 40,168  
  Income taxes
  $ -     $ 1,127  
                 
See Notes to Financial Statements.
               



 
BALANCE SHEETS
 
ASSETS
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 970     $ 1,207  
  Temporary cash investments
    9       9  
    Total cash and cash equivalents
    979       1,216  
Accounts receivable:
               
  Customer
    76,264       58,204  
  Allowance for doubtful accounts
    (1,055 )     (985 )
  Associated companies
    43,906       41,803  
  Other
    10,919       7,500  
  Accrued unbilled revenues
    37,591       41,714  
    Total accounts receivable
    167,625       148,236  
Deferred fuel costs
    33,907       3,157  
Accumulated deferred income taxes
    4,228       19,308  
Fuel inventory - at average cost
    50,097       6,878  
Materials and supplies - at average cost
    35,518       34,499  
Prepayments and other
    6,761       4,902  
TOTAL
    299,115       218,196  
                 
OTHER PROPERTY AND INVESTMENTS
               
Non-utility property - at cost (less accumulated depreciation)
    4,732       4,753  
Storm reserve escrow account
    31,836       31,862  
TOTAL
    36,568       36,615  
                 
UTILITY PLANT
               
Electric
    3,280,847       3,174,148  
Property under capital lease
    11,343       13,197  
Construction work in progress
    143,942       147,169  
TOTAL UTILITY PLANT
    3,436,132       3,334,514  
Less - accumulated depreciation and amortization
    1,219,922       1,166,463  
UTILITY PLANT - NET
    2,216,210       2,168,051  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    64,650       63,533  
  Other regulatory assets
    254,646       253,231  
Other
    21,156       22,009  
TOTAL
    340,452       338,773  
                 
TOTAL ASSETS
  $ 2,892,345     $ 2,761,635  
                 
See Notes to Financial Statements.
               



ENTERGY MISSISSIPPI, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ -     $ 80,000  
Accounts payable:
               
  Associated companies
    59,717       75,128  
  Other
    44,876       53,417  
Customer deposits
    67,763       65,873  
Taxes accrued
    26,010       27,739  
Interest accrued
    21,868       21,094  
System agreement cost equalization
    38,136       36,650  
Other
    13,915       9,895  
TOTAL
    272,285       369,796  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    703,652       680,467  
Accumulated deferred investment tax credits
    5,823       6,541  
Obligations under capital lease
    8,777       10,747  
Other regulatory liabilities
    4,034       262  
Asset retirement cost liabilities
    5,615       5,375  
Accumulated provisions
    38,773       39,466  
Pension and other postretirement liabilities
    78,802       104,912  
Long-term debt
    920,424       745,378  
Other
    8,765       22,086  
TOTAL
    1,774,665       1,615,234  
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    50,381       50,381  
                 
COMMON EQUITY
               
Common stock, no par value, authorized 12,000,000
               
 shares; issued and outstanding 8,666,357 shares in 2011 and 2010
    199,326       199,326  
Capital stock expense and other
    (690 )     (690 )
Retained earnings
    596,378       527,588  
TOTAL
    795,014       726,224  
                 
TOTAL LIABILITIES AND EQUITY
  $ 2,892,345     $ 2,761,635  
                 
See Notes to Financial Statements.
               



 
STATEMENTS OF CHANGES IN COMMON EQUITY
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Capital Stock Expense and Other
   
Retained Earnings
   
Total
 
Balance at December 31, 2009
  $ 199,326     $ (690 )   $ 490,129     $ 688,765  
                                 
Net income
    -       -       79,476       79,476  
Common stock dividends
    -       -       (43,400 )     (43,400 )
Preferred stock dividends
    -       -       (2,121 )     (2,121 )
                                 
Balance at September 30, 2010
  $ 199,326     $ (690 )   $ 524,084     $ 722,720  
                                 
                                 
Balance at December 31, 2010
  $ 199,326     $ (690 )   $ 527,588     $ 726,224  
                                 
Net income
    -       -       74,211       74,211  
Common stock dividends
    -       -       (3,300 )     (3,300 )
Preferred stock dividends
    -       -       (2,121 )     (2,121 )
                                 
Balance at September 30, 2011
  $ 199,326     $ (690 )   $ 596,378     $ 795,014  
                                 
See Notes to Financial Statements.
                               
                                 
                                 



 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
   
%
 
   
(Dollars In Millions)
             
Electric Operating Revenues:
                       
  Residential
  $ 159     $ 191     $ ( 32 )     (17 )
  Commercial
    117       133       (16 )     (12 )
  Industrial
    37       44       (7 )     (16 )
  Governmental
    10       11       (1 )     (9 )
    Total retail
    323       379       (56 )     (15 )
  Sales for resale:
                               
     Associated companies
    28       14       14       100  
     Non-associated companies
    9       12       (3 )     (25 )
  Other
    5       3       2       67  
    Total
  $ 365     $ 408     $ ( 43 )     (11 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    2,020       2,071       (51 )     (2 )
  Commercial
    1,522       1,528       (6 )     -  
  Industrial
    641       622       19       3  
  Governmental
    120       118       2       2  
    Total retail
    4,303       4,339       (36 )     (1 )
  Sales for resale:
                               
     Associated companies
    111       76       35       46  
     Non-associated companies
    122       175       (53 )     (30 )
    Total
    4,536       4,590       (54 )     (1 )
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
   
%
 
   
(Dollars In Millions)
                 
Electric Operating Revenues:
                               
  Residential
  $ 394     $ 407     $ ( 13 )     (3 )
  Commercial
    311       314       (3 )     (1 )
  Industrial
    111       110       1       1  
  Governmental
    28       29       (1 )     (3 )
    Total retail
    844       860       (16 )     (2 )
  Sales for resale:
                               
     Associated companies
    56       34       22       65  
     Non-associated companies
    22       30       (8 )     (27 )
  Other
    35       36       (1 )     (3 )
    Total
  $ 957     $ 960     $ ( 3 )     -  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,715       4,851       (136 )     (3 )
  Commercial
    3,834       3,797       37       1  
  Industrial
    1,745       1,690       55       3  
  Governmental
    316       314       2       1  
    Total retail
    10,610       10,652       (42 )     -  
  Sales for resale:
                               
     Associated companies
    316       230       86       37  
     Non-associated companies
    274       357       (83 )     (23 )
    Total
    11,200       11,239       (39 )     -  
                                 
                                 


 
 

 

ENTERGY NEW ORLEANS, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income increased $3.5 million primarily due to lower other operation and maintenance expenses, offset by lower net revenue and a higher effective income tax rate.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income increased $3.6 million primarily due to lower other operation and maintenance expenses and lower interest expense, offset by lower net revenue and a higher effective income tax rate.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the changes in net revenue comparing the third quarter 2011 to the third quarter 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$81.0 
Retail electric price
 
(5.3)
Gas cost recovery asset
 
(2.5)
Other
 
(1.7)
2011 net revenue
 
$71.5 

The retail electric price variance is primarily due to a formula rate plan decrease effective October 2010.  See Note 2 to the financial statements in the Form 10-K for a discussion of the formula rate plan filing.

The gas cost recovery asset variance is primarily due to the recognition in 2010 of a $3 million gas operations regulatory asset associated with the settlement of Entergy New Orleans’ electric and gas formula rate plan case and the amortization of that asset.  See Note 2 to the financial statements in the Form 10-K for additional discussion of the formula rate plan settlement.

Gross operating revenues

Gross operating revenues decreased primarily due to a decrease of $8.0 million in electric fuel cost recovery revenues due to lower fuel rates and a formula rate plan decrease effective October 2010, as discussed above, partially offset by an increase in gross wholesale revenue due to increased sales to affiliated customers.


 
126

Entergy New Orleans, Inc.
Management’s Financial Discussion and Analysis


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits).  Following is an analysis of the changes in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$217.2 
Retail electric price
 
(13.7)
Net gas revenue
 
(5.8)
Gas cost recovery asset
 
(3.0)
Volume/weather
 
5.7 
Other
 
(1.2)
2011 net revenue
 
$199.2 

The retail electric price variance is primarily due to a formula rate plan decrease effective October 2010.  See Note 2 to the financial statements in the Form 10-K for a discussion of the formula rate plan filing.

The net gas revenue variance is primarily due to milder weather compared to last year.

The gas cost recovery asset variance is primarily due to the recognition in 2010 of a $3 million gas operations regulatory asset associated with the settlement of Entergy New Orleans’ electric and gas formula rate plan.  See Note 2 to the financial statements in the Form 10-K for additional discussion of the formula rate plan settlement.

The volume/weather variance is primarily due to an increase in electricity usage as a result of an increase in customers in the residential and commercial sectors, partially offset by the effect of less favorable weather on residential sales.  Billed electricity usage increased 75 GWh compared to the same period in the prior year, an increase of 2%, and total reported customers increased 3% compared to last year.

Gross operating revenues

Gross operating revenues decreased primarily due to:

·  
a decrease of $15.0 million in electric fuel cost recovery revenues due to lower fuel rates;
·  
a decrease of $13.7 million in gross gas revenues primarily due to lower fuel cost recovery revenues as a  result of  lower fuel rates and the effect of milder weather; and
·  
a formula rate plan decrease effective October 2010, as discussed above.

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

Other Income Statement Variances

Third Quarter 2011 Compared to Third Quarter 2010

Other operation and maintenance expenses decreased primarily due to the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’ 2010 test year formula rate plan filing approved by the City Council in September 2011.  See Note 2 to the financial statements for more discussion of the 2010 test year formula rate plan filing and settlement.
 
 
127

Entergy New Orleans, Inc.
Management’s Financial Discussion and Analysis


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Other operation and maintenance expenses decreased primarily due to the deferral in 2011 of $13.4 million of 2010 Michoud plant maintenance costs pursuant to the settlement of Entergy New Orleans’ 2010 test year formula rate plan filing approved by the City Council in September 2011 and a decrease of $12.7 million in fossil expenses due to higher plant outage costs in 2010 due to a greater scope of work at the Michoud plant.  See Note 2 to the financial statements for more discussion of the 2010 test year formula rate plan filing and settlement.

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

Income Taxes

The effective income tax rate was 43.9% for the third quarter 2011 and 40.6% for the nine months ended September 30, 2011.  The differences in the effective income tax rates for the third quarter 2011 and the nine months ended September 30, 2011 versus the federal statutory rate of 35% are primarily due to reserves for uncertain tax positions, state income taxes and book and tax differences related to utility plant items, partially offset by flow-through tax accounting.

The effective income tax rate was 34.6% for the third quarter 2010 and 32.2% for the nine months ended September 30, 2010.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35% was primarily due to flow-through book and tax timing differences, partially offset by state income taxes and certain book and tax differences related to utility plant items.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
 
2010
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$54,986 
 
$191,191 
         
Cash flow provided by (used in):
       
 
Operating activities
 
60,952 
 
65,362 
 
Investing activities
 
(43,019)
 
(19,138)
 
Financing activities
 
(29,554)
 
(137,266)
Net decrease in cash and cash equivalents
 
(11,621)
 
(91,042)
         
Cash and cash equivalents at end of period
 
$43,365
 
$100,149 

Operating Activities

Cash flow provided by operating activities decreased $4.4 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the receipt of $19.2 million of Community Development Block Grant funds in 2010 related to Hurricane Katrina costs offset by income tax payments of $21.3 million also made in 2010.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments resulted from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.
 
 
128

Entergy New Orleans, Inc.
Management’s Financial Discussion and Analysis

Investing Activities

Net cash flow used in investing activities increased $23.9 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to money pool activity and a withdrawal in 2010 from the storm escrow account related to Hurricane Gustav costs.  The increase was partially offset by a decrease in construction expenditures due to decreased spending on the gas system rebuild project and System Fuels repayment of Entergy New Orleans’s $3.3 million investment in System Fuels.

Increases in Entergy New Orleans’s receivable from the money pool are a use of cash flow, and Entergy New Orleans’s receivable from the money pool increased by $0.3 million for the nine months ended September 30, 2011 compared to decreasing by $31.2 million for the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash flow used in financing activities decreased $107.7 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the repayment in 2010 of $74.3 million of affiliate notes payable that were issued to affiliates as part of Entergy New Orleans’s plan of reorganization and the repayment, at maturity, of $30 million of 4.98% Series first mortgage bonds in July 2010.

Capital Structure

Entergy New Orleans’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
 2011
 
December 31,
2010
         
Debt to capital
 
43.2%
 
44.2%
Effect of subtracting cash
 
(7.2)%
 
(9.5)%
Net debt to net capital
 
36.0%
 
34.7%

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable and long-term debt, including the currently maturing portion.  Capital consists of debt, preferred stock without sinking fund, and shareholders’ equity.  Net capital consists of capital less cash and cash equivalents.  Entergy New Orleans uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans’s financial condition.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy New Orleans’s uses and sources of capital.  Entergy New Orleans is developing its capital investment plan for 2012 through 2014 and currently anticipates making $204 million in capital investments during that period, including approximately $128 million for maintenance of existing assets.  The remaining $76 million is associated with specific investments such as environmental compliance spending, transmission upgrades and system improvements, and other investments, such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Following are additional updates to the information provided in the Form 10-K.

Entergy New Orleans’s receivables from the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
$22,110
 
$21,820
 
$34,940
 
$66,149

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.
 
129

Entergy New Orleans, Inc.
Management’s Financial Discussion and Analysis

Entergy Louisiana’s Ninemile Point Unit 6 Self-Build Project

In June 2011, Entergy Louisiana filed with the LPSC an application seeking certification that the public necessity and convenience would be served by Entergy Louisiana’s construction of a combined-cycle gas turbine generating facility (Ninemile 6) at its existing Ninemile Point electric generating station.  Ninemile 6 will be a nominally-sized 550 MW unit that is estimated to cost approximately $721 million to construct, excluding interconnection and transmission upgrades.  Entergy Gulf States Louisiana joined in the application, seeking certification of its purchase under a life-of-unit power purchase agreement of up to 35% of the capacity and energy generated by Ninemile 6.  The Ninemile 6 capacity and energy is proposed to be allocated 55% to Entergy Louisiana, 25% to Entergy Gulf States Louisiana, and 20% to Entergy New Orleans.  Entergy New Orleans has filed a request with the City Council to approve its purchase under a life-of-unit power purchase agreement of this capacity and energy.  The City Council has approved a procedural schedule that leads to a decision in the first quarter 2012.  If the City Council does not approve this purchase agreement in a timely manner, then an allocation of 65% to Entergy Louisiana and 35% to Entergy Gulf States Louisiana is proposed.  If approvals are obtained from the LPSC and other permitting agencies, Ninemile 6 construction is expected to begin in 2012, and the unit is expected to commence commercial operation by mid-2015.  The ALJ has established a schedule for the LPSC proceeding that includes February 27 - March 7, 2012 hearing dates.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Rate, Cost-recovery, and Other Regulation - State and Local Rate Regulation and Fuel-Cost Recovery" in the Form 10-K for a discussion of state and local rate regulation.  Following is an update to the discussion in the Form 10-K.

In May 2011, Entergy New Orleans filed its electric and gas formula rate plan evaluation reports for the 2010 test year.  The filings requested a $6.5 million electric rate decrease and a $1.1 million gas rate decrease.  Entergy New Orleans and the City Council’s Advisors reached a settlement that results in an $8.5 million incremental electric rate decrease and a $1.6 million gas rate decrease.  The settlement also provides for the deferral of $13.4 million of Michoud plant maintenance expenses incurred in 2010 and the establishment of a regulatory asset that will be amortized over the period October 2011 through September 2018.  The City Council approved the settlement in September 2011.  The new rates are effective with the first billing cycle of October 2011.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy New Orleans’s accounting for unbilled revenue and qualified pension and other postretirement benefits.





 
INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 165,266     $ 172,908     $ 413,777     $ 417,540  
Natural gas
    16,766       16,691       77,009       90,739  
TOTAL
    182,032       189,599       490,786       508,279  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    53,013       51,184       133,698       123,142  
   Purchased power
    57,052       59,031       156,433       168,169  
   Other operation and maintenance
    14,722       33,414       70,828       98,595  
Taxes other than income taxes
    11,564       12,503       32,716       34,574  
Depreciation and amortization
    8,473       8,795       26,371       26,320  
Other regulatory charges (credits) - net
    477       (1,585 )     1,434       (253 )
TOTAL
    145,301       163,342       421,480       450,547  
                                 
OPERATING INCOME
    36,731       26,257       69,306       57,732  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    147       174       369       535  
Interest and investment income
    59       160       122       456  
Miscellaneous - net
    (317 )     (209 )     (848 )     (680 )
TOTAL
    (111 )     125       (357 )     311  
                                 
INTEREST EXPENSE
                               
Interest expense
    2,768       2,785       8,321       10,378  
Allowance for borrowed funds used during construction
    (67 )     (84 )     (167 )     (258 )
TOTAL
    2,701       2,701       8,154       10,120  
                                 
INCOME BEFORE INCOME TAXES
    33,919       23,681       60,795       47,923  
                                 
Income taxes
    14,899       8,200       24,684       15,414  
                                 
NET INCOME
    19,020       15,481       36,111       32,509  
                                 
Preferred dividend requirements and other
    241       242       724       724  
                                 
EARNINGS APPLICABLE TO
                               
COMMON STOCK
  $ 18,779     $ 15,239     $ 35,387     $ 31,785  
                                 
See Notes to Financial Statements.
                               

























(Page left blank intentionally)


 
 

 
STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
   
2011
   
2010
 
   
(In Thousands)
 
OPERATING ACTIVITIES
           
Net income
  $ 36,111     $ 32,509  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Depreciation and amortization
    26,371       26,320  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (9,129 )     (56,664 )
  Changes in assets and liabilities:
               
    Receivables
    4,013       (3,350 )
    Fuel inventory
    (1,171 )     (750 )
    Accounts payable
    (8,504 )     (330 )
    Taxes accrued
    30,435       50,278  
    Interest accrued
    (773 )     (2,149 )
    Deferred fuel costs
    (769 )     5,649  
    Other working capital accounts
    (3,822 )     (8,114 )
    Provisions for estimated losses
    6,571       (6,451 )
    Other regulatory assets
    (6,769 )     6,474  
    Pension and other postretirement liabilities
    (11,200 )     (7,394 )
    Other assets and liabilities
    (412 )     29,334  
Net cash flow provided by operating activities
    60,952       65,362  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (41,607 )     (56,088 )
Allowance for equity funds used during construction
    369       535  
Change in money pool receivable - net
    (290 )     31,209  
Investment in affiliates
    3,256       -  
Changes in other investments - net
    (4,747 )     5,091  
Other
    -       115  
Net cash flow used in investing activities
    (43,019 )     (19,138 )
                 
FINANCING ACTIVITIES
               
Retirement of long-term debt
    -       (104,993 )
Dividends paid:
               
  Common stock
    (27,800 )     (31,200 )
  Preferred stock
    (724 )     (724 )
Other
    (1,030 )     (349 )
Net cash flow used in financing activities
    (29,554 )     (137,266 )
                 
Net decrease in cash and cash equivalents
    (11,621 )     (91,042 )
                 
Cash and cash equivalents at beginning of period
    54,986       191,191  
                 
Cash and cash equivalents at end of period
  $ 43,365     $ 100,149  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 8,343     $ 12,020  
  Income taxes
    -     $ 21,325  
                 
See Notes to Financial Statements.
               
                 


 

 
BALANCE SHEETS
 
ASSETS
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents
           
  Cash
  $ 1,423     $ 1,386  
  Temporary cash investments
    41,942       53,600  
        Total cash and cash equivalents
    43,365       54,986  
Accounts receivable:
               
  Customer
    40,982       38,160  
  Allowance for doubtful accounts
    (680 )     (734 )
  Associated companies
    38,642       44,842  
  Other
    1,393       1,824  
  Accrued unbilled revenues
    19,132       19,100  
    Total accounts receivable
    99,469       103,192  
Accumulated deferred income taxes
    13,039       15,092  
Fuel inventory - at average cost
    3,817       2,646  
Materials and supplies - at average cost
    10,110       9,896  
Prepayments and other
    6,197       5,375  
TOTAL
    175,997       191,187  
                 
OTHER PROPERTY AND INVESTMENTS
               
Non-utility property at cost (less accumulated depreciation)
    1,016       1,016  
Storm reserve escrow account
    10,700       5,953  
TOTAL
    11,716       6,969  
                 
UTILITY PLANT
               
Electric
    808,221       822,003  
Natural gas
    210,698       206,148  
Construction work in progress
    12,047       11,669  
TOTAL UTILITY PLANT
    1,030,966       1,039,820  
Less - accumulated depreciation and amortization
    525,225       531,871  
UTILITY PLANT - NET
    505,741       507,949  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Deferred fuel costs
    4,080       4,080  
  Other regulatory assets
    141,950       135,282  
Other
    5,548       8,081  
TOTAL
    151,578       147,443  
                 
TOTAL ASSETS
  $ 845,032     $ 853,548  
                 
See Notes to Financial Statements.
               



ENTERGY NEW ORLEANS, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Accounts payable:
           
  Associated companies
  $ 25,620     $ 25,140  
  Other
    21,109       30,093  
Customer deposits
    21,591       21,206  
Taxes accrued
    30,435       -  
Interest accrued
    2,055       2,828  
Deferred fuel costs
    6,158       6,927  
System agreement cost equalization
    10,889       15,510  
Other
    4,105       2,655  
TOTAL CURRENT LIABILITIES
    121,962       104,359  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    172,360       180,290  
Accumulated deferred investment tax credits
    1,613       1,835  
Regulatory liability for income taxes - net
    37,998       40,142  
Asset retirement cost liabilities
    3,411       3,396  
Accumulated provisions
    17,777       11,206  
Pension and other postretirement liabilities
    37,615       48,815  
Long-term debt
    166,599       167,215  
Gas system rebuild insurance proceeds
    57,132       75,700  
Other
    9,572       9,184  
TOTAL NON-CURRENT LIABILITIES
    504,077       537,783  
                 
                 
Commitments and Contingencies
               
                 
Preferred stock without sinking fund
    19,780       19,780  
                 
COMMON EQUITY
               
Common stock, $4 par value, authorized 10,000,000
               
  shares; issued and outstanding 8,435,900 shares in 2011
               
  and 2010
    33,744       33,744  
Paid-in capital
    36,294       36,294  
Retained earnings
    129,175       121,588  
TOTAL
    199,213       191,626  
                 
TOTAL LIABILITIES AND EQUITY
  $ 845,032     $ 853,548  
                 
See Notes to Financial Statements.
               



 
STATEMENTS OF CHANGES IN COMMON EQUITY
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2009
  $ 33,744     $ 36,294     $ 138,548     $ 208,586  
                                 
Net income
    -       -       32,509       32,509  
Common stock dividends
    -       -       (31,200 )     (31,200 )
Preferred stock dividends
    -       -       (724 )     (724 )
                                 
Balance at September 30, 2010
  $ 33,744     $ 36,294     $ 139,133     $ 209,171  
                                 
                                 
Balance at December 31, 2010
  $ 33,744     $ 36,294     $ 121,588     $ 191,626  
                                 
Net income
    -       -       36,111       36,111  
Common stock dividends
    -       -       (27,800 )     (27,800 )
Preferred stock dividends
    -       -       (724 )     (724 )
                                 
Balance at September 30, 2011
  $ 33,744     $ 36,294     $ 129,175     $ 199,213  
                                 
See Notes to Financial Statements.
                               
                                 



 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
 
%
 
   
(Dollars In Millions)
             
Electric Operating Revenues:
                   
  Residential
  $ 61     $ 71     $ (10 )     (14 )
  Commercial
    47       55       (8 )     (15 )
  Industrial
    9       11       (2 )     (18 )
  Governmental
    18       22       (4 )     (18 )
    Total retail
    135       159       (24 )     (15 )
  Sales for resale:
                               
     Associated companies
    27       12       15       125  
  Other
    3       2       1       50  
    Total
  $ 165     $ 173     $ (8 )     (5 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    620       608       12       2  
  Commercial
    561       555       6       1  
  Industrial
    140       139       1       1  
  Governmental
    223       231       (8 )     (3 )
    Total retail
    1,544       1,533       11       1  
  Sales for resale:
                               
     Associated companies
    269       184       85       46  
     Non-associated companies
    3       1       2       200  
    Total
    1,816       1,718       98       6  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
 
%
 
   
(Dollars In Millions)
                 
Electric Operating Revenues:
                         
  Residential
  $ 143     $ 158     $ (15 )     (9 )
  Commercial
    121       133       (12 )     (9 )
  Industrial
    24       27       (3 )     (11 )
  Governmental
    47       54       (7 )     (13 )
    Total retail
    335       372       (37 )     (10 )
  Sales for resale:
                               
     Associated companies
    66       34       32       94  
  Other
    13       12       1       8  
    Total
  $ 414     $ 418     $ (4 )     (1 )
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    1,511       1,473       38       3  
  Commercial
    1,480       1,441       39       3  
  Industrial
    381       380       1       -  
  Governmental
    602       605       (3 )     -  
    Total retail
    3,974       3,899       75       2  
  Sales for resale:
                               
     Associated companies
    867       488       379       78  
     Non-associated companies
    14       10       4       40  
    Total
    4,855       4,397       458       10  
                                 
                                 



ENTERGY TEXAS, INC. AND SUBSIDIARIES

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

Net Income

Third Quarter 2011 Compared to Third Quarter 2010

Net income increased $9.7 million primarily due to higher net revenue, partially offset by higher taxes other than income taxes.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income increased $13.8 million primarily due to higher net revenue, partially offset by higher taxes other than income taxes.

Net Revenue

Third Quarter 2011 Compared to Third Quarter 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the third quarter 2011 to the third quarter 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$162.9 
Volume/weather
 
10.5 
Retail electric price
 
9.6 
Net wholesale revenue
 
3.5 
Purchased power capacity
 
(4.8)
Other
 
0.1 
2011 net revenue
 
$181.8 

The volume/weather variance is primarily due to the effect of more favorable weather on residential and commercial sales compared to the same period last year and an increase in usage in the industrial sector primarily in the chemicals and refining industries.

The retail electric price variance is primarily due to rate actions, including an annual base rate increase of $59 million beginning August 2010, with an additional increase of $9 million beginning May 2011, as a result of the settlement of the December 2009 rate case.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case settlement.

The net wholesale revenue variance is primarily due to higher revenue in 2011 as a result of sales to Entergy Gulf States Louisiana.

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

 
138

Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

·  
an increase of $12.6 million in fuel cost recovery revenues due to interim fuel refunds in 2010, offset by lower fuel rates.  The interim fuel refunds and the PUCT approvals are discussed in Note 2 to the financial statements in the Form 10-K;
·  
an increase of $10.5 million related to volume/weather as discussed above; and
·  
base rate increases effective August 2010 and May 2011, as discussed above.

Fuel and purchased power expenses increased primarily due to an increase in deferred fuel expense due to interim fuel refunds in 2010, as discussed above.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges.  Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

   
Amount
   
(In Millions)
     
2010 net revenue
 
$423.7 
Retail electric price
 
31.3 
Volume/weather
 
20.4 
Purchased power capacity
 
(18.6)
Net wholesale revenue
 
(4.1)
Other
 
(1.6)
2011 net revenue
 
$451.1 

The retail electric price variance is primarily due to rate actions, including an annual base rate increase of $59 million beginning August 2010, with an additional increase of $9 million beginning May 2011, as a result of the settlement of the December 2009 rate case.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case settlement.

The volume/weather variance is primarily due to an increase of 680 GWh, or 5%, in billed electricity usage, including the effect of more favorable weather on residential and commercial sales compared to last year.  Usage in the industrial sector increased primarily in the chemicals and refining industries.

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

The net wholesale revenue variance is primarily due to a decrease in sales to municipal and co-op customers compared to the same period in 2010.

 
139

Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


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

Gross operating revenues increased primarily due to:

·  
base rate increases effective August 2010 and May 2011, as discussed above; and
·  
an increase of $20.4 million related to volume/weather, as discussed above.

The increase was partially offset by a decrease of $12.4 million in fuel cost recovery revenues due to lower fuel rates, offset by lower interim fuel refunds in 2011 versus 2010.  The interim fuel refunds and the PUCT approvals are discussed in Note 2 to the financial statements in the Form 10-K.

Fuel and purchased power expenses increased primarily due to an increase in the average market prices of coal and purchased power, coupled with an increase in deferred fuel expense as a result of lower interim fuel refunds in 2011 versus 2010, offset by lower fuel revenues, as discussed above.

Other regulatory charges decreased primarily due to the distribution in the first quarter 2011 of $17.4 million to customers of the 2007 rough production cost equalization remedy receipts.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rough production cost equalization proceedings.

Other Income Statement Variances

Third Quarter 2011 Compared to Third Quarter 2010

Other operation and maintenance expenses decreased primarily due to:

·  
the amortization of $11 million of rate case expenses in 2010.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case settlement; and
·  
a $2.6 million decrease in compensation and benefits costs, resulting from an increase in the accrual for incentive-based compensation in 2010.

The decrease was partially offset by:

·  
an increase of $2.3 million in fossil expenses due to higher plant maintenance costs in 2011;
·  
an increase of $2 million in transmission expenses primarily due to higher transmission equalization expenses in 2011;
·  
an increase of $1.7 million due to a change in the classification of over-recovery of energy efficiency costs, which has no effect on net income; and
·  
several individually insignificant items.

Taxes other than income taxes increased primarily due to a provision recorded for sales and use taxes.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Other operation and maintenance expenses decreased primarily due to:

·  
the amortization of $11 million of rate case expenses in 2010.  See Note 2 to the financial statements in the Form 10-K for further discussion of the rate case settlement;
·  
a decrease of $4.7 million in fossil expenses due to higher plant outage expenses in 2010 due to the larger scope of the outages in 2010; and
·  
a $3.1 million decrease in compensation and benefits costs, resulting from an increase in the accrual for incentive-based compensation in 2010.


 
140

Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


The decrease was partially offset by:

·  
an increase of $4 million due to a change in the classification of over-recovery of energy efficiency costs, which has no effect on net income;
·  
an increase of $3.6 million in transmission expenses primarily due to higher transmission equalization expenses in 2011; and
·  
several individually insignificant items.

Taxes other than income taxes increased primarily due to a provision recorded for sales and use taxes.

Income Taxes

The effective income tax rate was 36.6% for the third quarter 2011 and 37.3% for the nine months ended September 30, 2011.  The differences in the effective income tax rate for the third quarter 2011 and for the nine months ended September 30, 2011 versus the federal statutory rate of 35% are primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by the amortization of investment tax credits and book and tax differences related to allowance for equity funds used during construction.

The effective income tax rate was 38.5% for the third quarter 2010 and 39.3% for the nine months ended September 30, 2010.  The difference in the effective income tax rate for the third quarter 2010 versus the federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items.  The difference in the effective income tax rate for the nine months ended September 30, 2010 versus the federal statutory rate of 35% was primarily due to certain book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to allowance for equity funds used during construction and the amortization of investment tax credits.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
 
2010
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$35,342 
 
$200,703 
         
Cash flow provided by (used in):
       
 
Operating activities
 
105,955 
 
(326)
 
Investing activities
 
(120,682)
 
(76,769)
 
Financing activities
 
20,631 
 
(77,933)
Net increase (decrease) in cash and cash equivalents
 
5,904 
 
(155,028)
         
Cash and cash equivalents at end of period
 
$41,246 
 
$45,675 

Operating Activities

Entergy Texas’ operating activities provided $106 million in cash for the nine months ended September 30, 2011 compared to using $0.3 million in cash for the nine months ended September 30, 2010 primarily due to $73.4 million of fuel cost refunds for the nine months ended September 30, 2011 versus $145.8 million of fuel cost refunds for the nine months ended September 30, 2010.  See Note 2 to the financial statements herein for discussion of the 2011 fuel cost refund and see Note 2 in the Form 10-K for discussion of the 2010 fuel cost refund.


 
141

Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Investing Activities

Net cash flow used in investing activities increased $43.9 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to money pool activity, partially offset by the timing of remittances to and payments from the transition charge account as a result of the issuance of $546 million in securitization bonds in November 2009.  See Note 5 to the financial statements in the Form 10-K for further discussion of the issuance of the securitization bonds.

Increases in Entergy Texas’s receivable from the money pool are a use of cash flow, and Entergy Texas’s receivable from the money pool increased by $7.3 million for the nine months ended September 30, 2011 compared to decreasing by $53.3 million for the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce Entergy’s subsidiaries’ need for external short-term borrowings.

Financing Activities

Entergy Texas’ financing activities provided $20.6 million in cash flow for the nine months ended September 30, 2011 compared to using $77.9 million in cash flow for the nine months ended September 30, 2010 primarily due to:

·  
the retirement of $190 million of debt assumption liabilities and securitization bonds in 2010 compared to the retirement of $47.9 million of securitization bonds in 2011; and
·  
a decrease of $80.6 million in common equity distributions.

This decrease was partially offset by the issuance of $200 million of 3.60% Series mortgage bonds in May 2010 compared to the issuance of $75 million of 4.10% Series first mortgage bonds in September 2011.

Capital Structure

Entergy Texas’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
 2011
 
December 31,
2010
         
Debt to capital
 
65.3%
 
66.8%
Effect of excluding the securitization bonds
 
(14.5)%
 
(16.0)%
Debt to capital, excluding securitization bonds (1)
 
50.8%
 
50.8%
Effect of subtracting cash
 
(1.1)%
 
(1.0)%
Net debt to net capital, excluding securitization bonds (1)
 
49.7%
 
49.8%

(1)
Calculation excludes the securitization bonds, which are non-recourse to Entergy Texas.

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable and long-term debt, including the currently maturing portion and the debt assumption liability.  Capital consists of debt and shareholder’s equity.  Net capital consists of capital less cash and cash equivalents.  Entergy Texas uses the net debt to net capital ratio and the ratios excluding securitization bonds in analyzing its financial condition and believes they provide useful information to its investors and creditors in evaluating Entergy Texas’s financial condition.

Uses and Sources of Capital

           See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Texas’s uses and sources of capital.  Entergy Texas is developing its capital investment plan for 2012 through 2014 and currently anticipates making $664 million in capital investments during that period, including approximately $388 million for maintenance of existing assets.  The remaining $276 million is associated with specific investments such as environmental compliance spending, plant upgrades, transmission upgrades and system improvements, and other investments such as potential opportunities through the Utility's supply plan initiatives that support its ability to meet load growth.  Following are updates to the information provided in the Form 10-K.
 
 
142

Entergy Texas, Inc. and Subsidiaries
Management’s Financial Discussion and Analysis


Entergy Texas’s receivables from the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
$20,942
 
$13,672
 
$16,022
 
$69,317

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

As discussed in the Form 10-K, Entergy Texas has a credit facility in the amount of $100 million scheduled to expire in August 2012.  No borrowings were outstanding under the facility as of September 30, 2011.

In September 2011, Entergy Texas issued $75 million of 4.10% Series first mortgage bonds due September 2021.

State and Local Rate Regulation

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - State and Local Rate Regulation" in the Form 10-K for a discussion of state and local rate regulation.

In December 2010, Entergy Texas filed with the PUCT a request to refund fuel cost recovery over-collections through October 2010.  Pursuant to a stipulation among the parties that was approved by the PUCT in March 2011, Entergy Texas refunded over-collections through November 2010 of approximately $73 million, including interest through the refund period.  The refund was made for most customers over a three-month period that began with the February 2011 billing cycle.

Federal Regulation

See "System Agreement" and "Independent Coordinator of Transmission" in the "Rate, Cost-recovery, and Other Regulation" section of Entergy Corporation and Subsidiaries Management’s Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the unbilled revenue and qualified pension and other postretirement benefits.

 
 


 
CONSOLIDATED INCOME STATEMENTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 556,955     $ 514,786     $ 1,350,262     $ 1,322,145  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    127,745       103,386       247,568       238,842  
   Purchased power
    222,283       229,229       613,794       610,805  
   Other operation and maintenance
    52,455       57,747       149,373       153,070  
Taxes other than income taxes
    22,680       15,141       52,567       45,900  
Depreciation and amortization
    19,823       17,480       59,059       56,488  
Other regulatory charges - net
    25,159       19,307       37,816       48,846  
TOTAL
    470,145       442,290       1,160,177       1,153,951  
                                 
OPERATING INCOME
    86,810       72,496       190,085       168,194  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    946       887       2,493       5,025  
Interest and investment income
    1,374       2,179       4,112       5,815  
Miscellaneous - net
    (730 )     (3,672 )     (1,700 )     (2,523 )
TOTAL
    1,590       (606 )     4,905       8,317  
                                 
INTEREST EXPENSE
                               
Interest expense
    24,616       21,923       69,657       71,125  
Allowance for borrowed funds used during construction
    (653 )     (632 )     (1,721 )     (3,143 )
TOTAL
    23,963       21,291       67,936       67,982  
                                 
INCOME BEFORE INCOME TAXES
    64,437       50,599       127,054       108,529  
                                 
Income taxes
    23,562       19,467       47,356       42,646  
                                 
NET INCOME
  $ 40,875     $ 31,132     $ 79,698     $ 65,883  
                                 
See Notes to Financial Statements.
                               



 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
OPERATING ACTIVITIES
           
Net income
  $ 79,698     $ 65,883  
Adjustments to reconcile net income to net cash flow provided by (used in) operating activities:
 
  Depreciation, amortization, and decommissioning
    59,059       56,488  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    51,650       60,787  
  Changes in assets and liabilities:
               
    Receivables
    (123,024 )     (80,774 )
    Fuel inventory
    4,694       1,475  
    Accounts payable
    20,369       42,552  
    Taxes accrued
    (2,408 )     (11,120 )
    Interest accrued
    (8,542 )     (4,220 )
    Deferred fuel costs
    (51,985 )     (52,115 )
    Other working capital accounts
    51,410       (116,661 )
    Provisions for estimated losses
    (113 )     (2,507 )
    Other regulatory assets
    55,428       64,672  
    Pension and other postretirement liabilities
    (18,260 )     (13,043 )
    Other assets and liabilities
    (12,021 )     (11,743 )
Net cash flow provided by (used in) operating activities
    105,955       (326 )
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (120,992 )     (119,518 )
Allowance for equity funds used during construction
    2,493       5,025  
Insurance proceeds
    -       5,293  
Change in money pool receivable - net
    (7,270 )     53,295  
Increase in other investments
    -       2,318  
Remittances to transition charge account
    (69,607 )     (68,095 )
Payments from transition charge account
    74,694       44,913  
Net cash flow used in investing activities
    (120,682 )     (76,769 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    74,264       198,489  
Retirement of long-term debt
    (47,853 )     (190,022 )
Dividends paid:
               
  Common stock
    (5,780 )     (86,400 )
Net cash flow provided by (used in) financing activities
    20,631       (77,933 )
                 
Net increase (decrease) in cash and cash equivalents
    5,904       (155,028 )
                 
Cash and cash equivalents at beginning of period
    35,342       200,703  
                 
Cash and cash equivalents at end of period
  $ 41,246     $ 45,675  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 74,937     $ 72,170  
  Income taxes
  $ -     $ 5,124  
                 
See Notes to Financial Statements.
               



 
CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 1,482     $ 1,719  
   Temporary cash investments
    39,764       33,623  
    Total cash and cash equivalents
    41,246       35,342  
Securitization recovery trust account
    35,545       40,632  
Accounts receivable:
               
  Customer
    99,353       56,358  
  Allowance for doubtful accounts
    (1,892 )     (2,185 )
  Associated companies
    134,732       53,128  
  Other
    10,892       11,605  
  Accrued unbilled revenues
    45,586       39,471  
    Total accounts receivable
    288,671       158,377  
Accumulated deferred income taxes
    38,683       44,752  
Fuel inventory - at average cost
    49,178       53,872  
Materials and supplies - at average cost
    29,934       28,842  
Prepayments and other
    17,134       14,856  
TOTAL
    500,391       376,673  
                 
OTHER PROPERTY AND INVESTMENTS
               
Investments in affiliates - at equity
    800       812  
Non-utility property - at cost (less accumulated depreciation)
    1,004       1,223  
Other
    17,833       17,037  
TOTAL
    19,637       19,072  
                 
UTILITY PLANT
               
Electric
    3,281,872       3,205,566  
Construction work in progress
    100,739       80,096  
TOTAL UTILITY PLANT
    3,382,611       3,285,662  
Less - accumulated depreciation and amortization
    1,275,905       1,245,729  
UTILITY PLANT - NET
    2,106,706       2,039,933  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    132,003       127,046  
  Other regulatory assets (includes securitization property
       of $717,149 as of September 30, 2011 and
       $763,841 as of December 31, 2010)
    1,102,593       1,168,960  
Long-term receivables - associated companies
    31,522       32,596  
Other
    20,405       19,584  
TOTAL
    1,286,523       1,348,186  
                 
TOTAL ASSETS
  $ 3,913,257     $ 3,783,864  
                 
See Notes to Financial Statements.
               



ENTERGY TEXAS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Accounts payable:
           
  Associated companies
  $ 87,470     $ 69,862  
  Other
    72,112       70,325  
Customer deposits
    37,750       38,376  
Taxes accrued
    26,143       28,551  
Interest accrued
    25,135       33,677  
Deferred fuel costs
    25,445       77,430  
Pension and other postretirement liabilities
    1,118       1,354  
System agreement cost equalization
    54,025       -  
Other
    5,603       4,222  
TOTAL
    334,801       323,797  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    882,885       829,668  
Accumulated deferred investment tax credits
    19,738       20,936  
Other regulatory liabilities
    13,631       26,178  
Asset retirement cost liabilities
    3,814       3,651  
Accumulated provisions
    5,207       5,320  
Pension and other postretirement liabilities
    54,700       72,724  
Long-term debt (includes securitization bonds of
       $759,233 as of September 30, 2011 and
       $807,066 as of December 31, 2010)
    1,686,582       1,659,230  
Other
    13,691       18,070  
TOTAL
    2,680,248       2,635,777  
                 
Commitments and Contingencies
               
                 
COMMON EQUITY
               
Common stock, no par value, authorized 200,000,000 shares;
               
  issued and outstanding 46,525,000 shares in 2011 and 2010
    49,452       49,452  
Paid-in capital
    481,994       481,994  
Retained earnings
    366,762       292,844  
TOTAL
    898,208       824,290  
                 
TOTAL LIABILITIES AND EQUITY
  $ 3,913,257     $ 3,783,864  
                 
See Notes to Financial Statements.
               



 
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON EQUITY
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited) (In Thousands)
 
                         
   
Common Equity
       
   
Common Stock
   
Paid-in Capital
   
Retained Earnings
   
Total
 
Balance at December 31, 2009
  $ 49,452     $ 481,994     $ 313,044     $ 844,490  
                                 
Net income
    -       -       65,883       65,883  
Common stock dividends
    -       -       (86,400 )     (86,400 )
                                 
Balance at September 30, 2010
  $ 49,452     $ 481,994     $ 292,527     $ 823,973  
                                 
                                 
Balance at December 31, 2010
  $ 49,452     $ 481,994     $ 292,844     $ 824,290  
                                 
Net income
    -       -       79,698       79,698  
Common stock dividends
    -       -       (5,780 )     (5,780 )
                                 
Balance at September 30, 2011
  $ 49,452     $ 481,994     $ 366,762     $ 898,208  
                                 
See Notes to Financial Statements.
                               
                                 



 
SELECTED OPERATING RESULTS
 
For the Three and Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
                         
                         
   
Three Months Ended
   
Increase/
       
Description
 
2011
   
2010
   
(Decrease)
   
%
 
   
(Dollars In Millions)
             
Electric Operating Revenues:
                       
  Residential
  $ 233     $ 195     $ 38       19  
  Commercial
    114       94       20       21  
  Industrial
    102       63       39       62  
  Governmental
    7       6       1       17  
    Total retail
    456       358       98       27  
  Sales for resale:
                               
     Associated companies
    76       128       (52 )     (41 )
     Non-associated companies
    23       25       (2 )     (8 )
  Other
    2       4       (2 )     (50 )
    Total
  $ 557     $ 515     $ 42       8  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    2,076       1,955       121       6  
  Commercial
    1,318       1,284       34       3  
  Industrial
    1,635       1,494       141       9  
  Governmental
    80       73       7       10  
    Total retail
    5,109       4,806       303       6  
  Sales for resale:
                               
     Associated companies
    1,238       1,253       (15 )     (1 )
     Non-associated companies
    370       385       (15 )     (4 )
    Total
    6,717       6,444       273       4  
                                 
                                 
   
Nine Months Ended
   
Increase/
         
Description
    2011       2010    
(Decrease)
   
%
 
   
(Dollars In Millions)
                 
Electric Operating Revenues:
                               
  Residential
  $ 501     $ 433     $ 68       16  
  Commercial
    276       245       31       13  
  Industrial
    261       212       49       23  
  Governmental
    18       17       1       6  
    Total retail
    1,056       907       149       16  
  Sales for resale:
                               
     Associated companies
    205       318       (113 )     (36 )
     Non-associated companies
    59       64       (5 )     (8 )
  Other
    30       33       (3 )     (9 )
    Total
  $ 1,350     $ 1,322     $ 28       2  
                                 
Billed Electric Energy
                               
 Sales (GWh):
                               
  Residential
    4,790       4,706       84       2  
  Commercial
    3,392       3,313       79       2  
  Industrial
    4,696       4,199       497       12  
  Governmental
    222       202       20       10  
    Total retail
    13,100       12,420       680       5  
  Sales for resale:
                               
     Associated companies
    3,227       2,904       323       11  
     Non-associated companies
    971       1,079       (108 )     (10 )
    Total
    17,298       16,403       895       5  
                                 
                                 


 
SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS


Results of Operations

System Energy’s principal asset consists of a 78.5% ownership interest and 11.5% leasehold interest in Grand Gulf.  The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.  System Energy’s operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf pursuant to the Unit Power Sales Agreement.  Payments under the Unit Power Sales Agreement are System Energy’s only source of operating revenues.

Third Quarter 2011 Compared to Third Quarter 2010

Net income decreased $8 million primarily due to a decrease in rate base that contributed to lower operating income and a higher effective income tax rate, partially offset by higher other income.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Net income decreased $7.8 million primarily due to a decrease in rate base that contributed to lower operating income and a higher effective income tax rate, partially offset by higher other income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2011 and 2010 were as follows:

   
2011
 
2010
   
(In Thousands)
         
Cash and cash equivalents at beginning of period
 
$263,772 
 
$264,482 
         
Cash flow provided by (used in):
       
 
Operating activities
 
233,804 
 
190,759 
 
Investing activities
 
(177,322)
 
 (135,115)
 
Financing activities
 
(142,564)
 
(41,450) 
Net increase (decrease) in cash and cash equivalents
 
(86,082)
 
14,194 
         
Cash and cash equivalents at end of period
 
$177,690 
 
$278,676 

Operating Activities

Net cash provided by operating activities increased $43 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to income tax payments of $26.6 million in 2010 and a Grand Gulf refueling outage in 2010 with no refueling outage occurring in 2011.  The increase was partially offset by an increase of $12.1 million in pension contributions.  In the third quarter 2010 the Registrant Subsidiaries made tax payments in accordance with the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement.  The payments resulted from the reversal of temporary differences for which the Registrant Subsidiaries previously received cash tax benefits.  See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Critical Accounting Estimates" in the Form 10-K and Note 6 to the financial statements herein for a discussion of qualified pension and other postretirement benefits.

 
150

System Energy Resources, Inc.
Management’s Financial Discussion and Analysis


Investing Activities

Net cash used in investment activities increased $42.2 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to:

·  
the proceeds from the transfer, in the first quarter 2010, of $100.3 million in development costs related to Entergy New Nuclear Development, LLC, as discussed in the Form 10-K;
·  
an increase in construction expenditures resulting from a $65.5 million power uprate project at Grand Gulf; and
·  
the repayment in 2010 of $25.6 million by Entergy New Orleans of a note issued in resolution of its bankruptcy proceedings.

The increase was partially offset by a decrease in nuclear fuel purchases due to the timing of refueling outages.

Decreases in System Energy’s receivable from the money pool are a source of cash flow, and System Energy’s receivable from the money pool decreased $24.4 million in the nine months ended September 30, 2011 compared to increasing $4 million in the nine months ended September 30, 2010.  The money pool is an inter-company borrowing arrangement designed to reduce the Utility subsidiaries’ need for external short-term borrowings.

Financing Activities

Net cash used in financing activities increased $101.1 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily due to the repayment of $38.3 million in commercial paper in the nine months ended September 30, 2011 as compared to the issuance of $37.8 million in commercial paper and $60 million of 5.33% Series G notes by the nuclear fuel company variable interest entity in the same period in 2010.  See Note 4 to the financial statements herein and in the Form 10-K for a discussion of this activity.  The increase was partially offset by a decrease of $32.2 million in dividend payments on common stock.

Capital Structure

System Energy’s capitalization is balanced between equity and debt, as shown in the following table.

   
September 30,
 2011
 
December 31,
2010
         
Debt to capital
 
49.4%
 
51.7%
Effect of subtracting cash
 
(6.3)%
 
(9.0)%
Net debt to net capital
 
43.1%
 
42.7%

Net debt consists of debt less cash and cash equivalents.  Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion.  Capital consists of debt and common shareholder’s equity.  Net capital consists of capital less cash and cash equivalents.  System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy’s financial condition.

Uses and Sources of Capital

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy’s uses and sources of capital.  Following are updates to the information provided in the Form 10-K.

As discussed in the Form 10-K, the estimated capital investments for 2011-2013 included $575 million of spending associated with System Energy’s planned approximate 178 MW uprate of the Grand Gulf nuclear plant.  After performing more detailed project design, engineering, analysis and major materials purchases, System Energy’s current updated estimate of the total capital investment to be made in the course of the implementation of the Grand Gulf
 
 
151

System Energy Resources, Inc.
Management’s Financial Discussion and Analysis


uprate project is approximately $734 million, including SMEPA’s share.  As in the original estimate, this estimate includes spending on certain major equipment refurbishment and replacement that would have been required over the normal course of the plant’s life even if the uprate were not done.  The purpose of performing this major equipment refurbishment and replacement in connection with the uprate is to avoid additional plant outages and construction costs in the future while improving plant reliability.  The investment estimate may be revised in the future as System Energy evaluates the progress of the project.

System Energy is developing its capital investment plan for 2012 through 2014 and currently anticipates making $377 million in capital investments during that period, including approximately $55 million for maintenance of existing assets.  The remaining $322 million is associated with specific investments, primarily the spending to be made in the course of the implementation of the Grand Gulf uprate project.

System Energy’s receivables from the money pool were as follows:

September 30,
2011
 
December 31,
2010
 
September 30,
2010
 
December 31,
2009
(In Thousands)
             
$73,570
 
$97,948
 
$94,476
 
$90,507

See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

Nuclear Matters

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Nuclear Matters" in the Form 10-K for a discussion of nuclear matters.

Environmental Risks

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS – Environmental Risks" in the Form 10-K for a discussion of environmental risks.

Critical Accounting Estimates

See "MANAGEMENT’S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in System Energy’s accounting for nuclear decommissioning costs and qualified pension and other postretirement benefits.  The following is an update to that discussion.

Nuclear Decommissioning Costs

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





INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2011 and 2010
(Unaudited)
                       
   
Three Months Ended
   
Nine Months Ended
 
   
2011
   
2010
   
2011
   
2010
 
   
(In Thousands)
   
(In Thousands)
 
                         
OPERATING REVENUES
                       
Electric
  $ 152,431     $ 151,781     $ 409,946     $ 404,783  
                                 
OPERATING EXPENSES
                               
Operation and Maintenance:
                               
   Fuel, fuel-related expenses, and
                               
     gas purchased for resale
    19,698       21,387       58,873       49,012  
   Nuclear refueling outage expenses
    4,115       4,069       12,204       13,287  
   Other operation and maintenance
    36,493       31,941       100,336       92,231  
Decommissioning
    7,752       7,912       23,568       23,318  
Taxes other than income taxes
    5,312       5,600       16,525       17,689  
Depreciation and amortization
    42,362       41,027       96,608       94,328  
Other regulatory credits - net
    (1,821 )     (2,188 )     (7,071 )     (7,803 )
TOTAL
    113,911       109,748       301,043       282,062  
                                 
OPERATING INCOME
    38,520       42,033       108,903       122,721  
                                 
OTHER INCOME
                               
Allowance for equity funds used during construction
    5,912       2,630       15,433       6,862  
Interest and investment income
    3,054       4,003       8,103       10,625  
Miscellaneous - net
    (253 )     (104 )     (502 )     (333 )
TOTAL
    8,713       6,529       23,034       17,154  
                                 
INTEREST EXPENSE
                               
Interest expense
    14,548       14,457       33,673       37,177  
Allowance for borrowed funds used during construction
    (1,800 )     (910 )     (4,716 )     (2,375 )
TOTAL
    12,748       13,547       28,957       34,802  
                                 
INCOME BEFORE INCOME TAXES
    34,485       35,015       102,980       105,073  
                                 
Income taxes
    20,222       12,716       47,395       41,719  
                                 
NET INCOME
  $ 14,263     $ 22,299     $ 55,585     $ 63,354  
                                 
See Notes to Financial Statements.
                               
                                 
                                 














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STATEMENTS OF CASH FLOWS
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
OPERATING ACTIVITIES
           
Net income
  $ 55,585     $ 63,354  
Adjustments to reconcile net income to net cash flow provided by operating activities:
         
  Depreciation, amortization, and decommissioning, including nuclear fuel amortization
    162,492       152,269  
  Deferred income taxes, investment tax credits, and non-current taxes accrued
    (53,032 )     (69,029 )
  Changes in assets and liabilities:
               
    Receivables
    (2,916 )     (5,668 )
    Accounts payable
    1,449       (7,970 )
    Prepaid taxes and taxes accrued
    94,285       77,667  
    Interest accrued
    (35,671 )     (17,978 )
    Other working capital accounts
    6,928       (19,727 )
    Provisions for estimated losses
    -       (2,009 )
    Other regulatory assets
    53,727       38,221  
    Pension and other postretirement liabilities
    (23,598 )     (11,594 )
    Other assets and liabilities
    (25,445 )     (6,777 )
Net cash flow provided by operating activities
    233,804       190,759  
                 
INVESTING ACTIVITIES
               
Construction expenditures
    (164,013 )     (113,771 )
Proceeds from the transfer of development costs
    -       100,280  
Allowance for equity funds used during construction
    15,433       6,862  
Nuclear fuel purchases
    (41,717 )     (129,504 )
Proceeds from the sale of nuclear fuel
    12,420       -  
Proceeds from nuclear decommissioning trust fund sales
    166,890       236,685  
Investment in nuclear decommissioning trust funds
    (190,713 )     (257,258 )
Changes in money pool receivable - net
    24,378       (3,969 )
Changes in other investments
    -       25,560  
Net cash flow used in investing activities
    (177,322 )     (135,115 )
                 
FINANCING ACTIVITIES
               
Proceeds from the issuance of long-term debt
    -       56,688  
Retirement of long-term debt
    (38,161 )     (41,715 )
Changes in credit borrowings - net
    (38,264 )     37,777  
Dividends paid:
               
  Common stock
    (62,000 )     (94,200 )
Other
    (4,139 )     -  
Net cash flow used in financing activities
    (142,564 )     (41,450 )
                 
Net increase (decrease) in cash and cash equivalents
    (86,082 )     14,194  
                 
Cash and cash equivalents at beginning of period
    263,772       264,482  
                 
Cash and cash equivalents at end of period
  $ 177,690     $ 278,676  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
  Interest - net of amount capitalized
  $ 28,409     $ 23,987  
  Income taxes
  $ -     $ 26,617  
                 
See Notes to Financial Statements.
               



 
BALANCE SHEETS
 
ASSETS
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT ASSETS
           
Cash and cash equivalents:
           
  Cash
  $ 15,350     $ 903  
  Temporary cash investments
    162,340       262,869  
   Total cash and cash equivalents
    177,690       263,772  
Accounts receivable:
               
  Associated companies
    125,420       147,180  
  Other
    5,368       5,070  
    Total accounts receivable
    130,788       152,250  
Materials and supplies - at average cost
    87,370       84,077  
Deferred nuclear refueling outage costs
    10,901       22,627  
Prepaid taxes
    -       68,039  
Prepayments and other
    2,908       1,142  
TOTAL
    409,657       591,907  
                 
OTHER PROPERTY AND INVESTMENTS
               
Decommissioning trust funds
    393,170       387,876  
TOTAL
    393,170       387,876  
                 
UTILITY PLANT
               
Electric
    3,395,162       3,362,422  
Property under capital lease
    480,899       489,175  
Construction work in progress
    331,611       210,536  
Nuclear fuel
    135,611       155,282  
TOTAL UTILITY PLANT
    4,343,283       4,217,415  
Less - accumulated depreciation and amortization
    2,490,351       2,417,811  
UTILITY PLANT - NET
    1,852,932       1,799,604  
                 
DEFERRED DEBITS AND OTHER ASSETS
               
Regulatory assets:
               
  Regulatory asset for income taxes - net
    127,525       126,642  
  Other regulatory assets
    242,124       296,715  
Other
    21,379       21,326  
TOTAL
    391,028       444,683  
                 
TOTAL ASSETS
  $ 3,046,787     $ 3,224,070  
                 
See Notes to Financial Statements.
               



SYSTEM ENERGY RESOURCES, INC.
 
BALANCE SHEETS
 
LIABILITIES AND EQUITY
 
September 30, 2011 and December 31, 2010
 
(Unaudited)
 
             
   
2011
   
2010
 
   
(In Thousands)
 
             
CURRENT LIABILITIES
           
Currently maturing long-term debt
  $ 40,163     $ 33,740  
Short-term borrowings
    -       38,264  
Accounts payable:
               
  Associated companies
    4,851       6,520  
  Other
    40,454       38,447  
Taxes accrued
    26,246       -  
Accumulated deferred income taxes
    3,376       8,508  
Interest accrued
    20,410       56,081  
Other
    2,519       2,258  
TOTAL
    138,019       183,818  
                 
NON-CURRENT LIABILITIES
               
Accumulated deferred income taxes and taxes accrued
    595,226       617,012  
Accumulated deferred investment tax credits
    52,148       54,755  
Other regulatory liabilities
    189,449       201,364  
Decommissioning
    437,460       452,782  
Pension and other postretirement liabilities
    81,647       105,245  
Long-term debt
    746,866       796,728  
Other
    21       -  
TOTAL
    2,102,817       2,227,886  
                 
Commitments and Contingencies
               
                 
COMMON EQUITY
               
Common stock, no par value, authorized 1,000,000 shares;
         
  issued and outstanding 789,350 shares in 2011 and 2010
    789,350       789,350  
Retained earnings
    16,601       23,016  
TOTAL
    805,951       812,366  
                 
TOTAL LIABILITIES AND EQUITY
  $ 3,046,787     $ 3,224,070  
                 
See Notes to Financial Statements.
               

 

 
STATEMENTS OF CHANGES IN COMMON EQUITY
 
For the Nine Months Ended September 30, 2011 and 2010
 
(Unaudited) (In Thousands)
 
                   
   
Common Equity
       
   
Common Stock
   
Retained Earnings
   
Total
 
Balance at December 31, 2009
  $ 789,350     $ 40,592     $ 829,942  
                         
Net income
    -       63,354       63,354  
Common stock dividends
    -       (94,200 )     (94,200 )
                         
Balance at September 30, 2010
  $ 789,350     $ 9,746     $ 799,096  
                         
                         
Balance at December 31, 2010
  $ 789,350     $ 23,016     $ 812,366  
                         
Net income
    -       55,585       55,585  
Common stock dividends
    -       (62,000 )     (62,000 )
                         
Balance at September 30, 2011
  $ 789,350     $ 16,601     $ 805,951  
                         
See Notes to Financial Statements.
                       
                         


ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal, administrative, and other regulatory proceedings affecting Entergy.  Following is an update to that discussion.  Also see "Item 5, Other Information, Environmental Regulation", below, for updates regarding environmental proceedings and regulation and Note 11 to the financial statements for a description of a legal proceeding involving Vermont Yankee.

Texas Power Price Lawsuit

See the Form 10-K for a discussion of the lawsuit filed in August 2003 in the district court of Chambers County, Texas by Texas residents on behalf of a purported class apparently of the Texas retail customers of Entergy Gulf States, Inc. who were billed and paid for electric power from January 1, 1994 to the present.  The case is pending in state district court, and a class certification hearing was held in August 2011.  The decision of the court on class certification is pending.

Item 1A.  Risk Factors

There have been no material changes to the risk factors discussed in "PART I, Item 1A, Risk Factors" in the Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (1)

 
 
 
 
Period
 
 
 
 
Total Number of
Shares Purchased
 
 
 
 
Average Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan
 
Maximum $
Amount
of Shares that May
Yet be Purchased
Under a Plan (2)
                 
7/01/2011-7/31/2011
 
60,000
 
$67.79
 
60,000
 
$421,016,066
8/01/2011-8/31/2011
 
-
 
$-
 
-
 
$421,016,066
9/01/2011-9/30/2011
 
1,078,000
 
$65.83
 
1,078,000
 
$350,052,918
Total
 
1,138,000
 
$65.93
 
1,138,000
   
 
 
(1)
In accordance with Entergy’s stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy’s common stock.  According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market.  Entergy’s management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans.  See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.  In addition to this authority, in October 2010 the Board granted authority for an additional $500 million share repurchase program.  The amount of share repurchases under these programs may vary as a result of material changes in business results or capital spending or new investment opportunities.
(2)
Maximum amount of shares that may yet be repurchased does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.




Item 5.  Other Information

Environmental Regulation

Following are updates to the Environmental Regulation section of Part I, Item 1 of the Form 10-K.

Clean Air Act and Subsequent Amendments

New Source Review (NSR)

As discussed in the Form 10-K, in September 2010 the owner of a minority interest in Entergy’s White Bluff and Independence facilities, both located in Arkansas, received a request from the EPA for several categories of information concerning capital and maintenance projects at the facilities in order to determine compliance with the Clean Air Act.  The EPA request for information does not allege that either facility violated the law.  In February 2011, Entergy received a similar request from the EPA and has responded to it.  In August 2011, Entergy’s Nelson facility, located in Louisiana, received a similar request for information from the EPA.  Entergy is preparing its response to the request.

Ozone Nonattainment

Entergy Texas operates two fossil-fueled generating units in a geographic area that is not in attainment of the currently-enforced national ambient air quality standards 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 8-hour standard with an attainment date of June 15, 2010.  On June 15, 2007, the Texas governor petitioned the EPA to reclassify Houston-Galveston-Brazoria from "moderate" to "severe."  On October 1, 2008, the EPA granted the request by the Texas governor to voluntarily reclassify the Houston-Galveston-Brazoria area from a "moderate" 8-hour ozone nonattainment area to a "severe" 8-hour ozone nonattainment area.  The EPA also set April 15, 2010, as the date for the State of Texas to submit a revised state implementation plan (SIP) addressing the "severe" ozone nonattainment area requirements of the Clean Air Act.  In March 2010 the Texas commission adopted the Houston-Galveston-Brazoria Attainment Demonstration SIP Revision and the Houston-Galveston-Brazoria Reasonable Further Progress SIP Revision for the 1997 eight-hour ozone standard and associated rules.  EPA approval is pending.  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 December 2006, the EPA's revocation of the 1-hour ozone standard was rejected in a judicial proceeding.  As a result, numerous requirements can return for areas that fail to meet 1-hour ozone levels by dates set by the law.  These requirements include the potential to increase fees significantly for plants operating in these areas.  In addition, it is possible that new emission controls may be required.  Specific costs of compliance cannot be estimated at this time, but Entergy is monitoring development of the respective state implementation plans and will develop specific compliance strategies as the plans move through the adoption process.  The Houston-Galveston-Brazoria area is classified as “severe” nonattainment for 1-hour ozone.

In March 2008, the EPA revised the National Ambient Air Quality Standard for ozone, creating the potential for additional counties and parishes in which Entergy operates to be placed in nonattainment status.  The LDEQ recommended that eleven parishes be designated as nonattainment for the 75 parts per billion ozone standard.  Entergy Gulf States Louisiana owns and operates two fossil plants and Entergy Louisiana owns and operates one fossil plant affected by this recommendation.  In Arkansas, the governor recommended that Pulaski County be designated in nonattainment with the new ozone standard, where two of Entergy Arkansas’s smaller facilities are located.  These initial recommendations were not approved by the EPA, however, due to various procedural delays.  In September 2011, the EPA announced that it will begin implementing the 2008 ozone standards by requiring that
 
 

states resubmit recommendations for nonattainment status.  In Entergy’s utility service area, EPA predicts that the Houston-Galveston-Brazoria, Texas; Baton Rouge, Louisiana; and Memphis, Tennessee/Arkansas areas will be in non-attainment.  Nonattainment designations are expected to be final in mid-2012.

Following nonattainment designation, states will be required to develop state implementation plans that outline control requirements that will enable the affected counties and parishes to reach attainment status.  Entergy facilities in these areas may be subject to installation of NOx controls, but the degree of control will remain unknown until the state implementation plans are developed.  Entergy will continue to monitor and engage in the state implementation plan development process in Entergy states.

Hazardous Air Pollutants

The EPA is developing a Maximum Achievable Control Technology retrofit standard for new and existing coal and oil-fired units.  In 2009 the EPA issued an Information Collection Request to gather data needed for promulgation of Hazardous Air Pollutant regulations.  In May 2011 the EPA published the proposed rule to regulate Hazardous Air Pollutants for Electric Generating Utilities, and the final rule is expected in November 2011.  Entergy is reviewing the proposal and remains involved in the current rulemaking process.

Interstate Air Transport

In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which was intended to reduce SO2 and NOx emissions from electric generation plants in order to improve air quality in twenty-nine eastern states.  The rule required a combination of investment of capital 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.  The EPA released the proposed Transport Rule to replace the CAIR in July 2010.  On July 7, 2011, the EPA released its final Cross-State Air Pollution Rule (CSAPR, which previously was referred to as the Transport Rule).  The rule is directed at limiting the interstate transport of emissions of NOx and SO2 as precursors to ozone and fine particulate matter.  The final rule provides a significantly lower number of allowances to Entergy’s Utility states than did the draft rule.  Entergy’s capital investment and annual allowance purchase costs under the CSAPR will depend on the economic assessment of NOx and SO2 allowance markets, the cost of control technologies, generation unit utilization, and the availability and cost of purchased power.

On October 6, 2011, the EPA released a proposed rule increasing the emission allocation budgets for some states and moving the limited trading period back to 2014.  This proposal increased the Louisiana NOx allocation budget by 31% and the Mississippi NOx allocation budget by 21%.  Entergy continues to review the implications of the July 2011 final rule and the October 2011 proposed rule.  While its review is underway, Entergy filed a petition for review with the D.C. Circuit and a petition with the EPA for reconsideration of the rule and stay of its effectiveness.  Several other parties have filed similar petitions.

Regional Haze

In June 2005, the EPA issued final Best Available Retrofit Control Technology (BART) regulations that could potentially result in a requirement to install SO2 and NOx pollution control technology on certain of Entergy’s coal and oil generation units.  The rule leaves certain BART 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 Clean Air Visibility Rule.  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 requirements to install scrubbers and low NOx burners.  Under then current regulations, the scrubbers would have had to be operational by October 2013.  Entergy filed a petition in December 2009 with the Arkansas Pollution Control and Ecology Commission requesting a variance from this deadline, however, because the EPA has not approved Arkansas’s Regional Haze SIP and the EPA has 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 released a proposed rule addressing the Arkansas Regional Haze SIP.  In the proposal the EPA disapproves a large portion of the Arkansas Regional Haze SIP including the emission limits for NOx and SO2 at White Bluff.  The EPA did not issue a Federal Implementation Plan for regional haze requirements because Arkansas has indicated it wishes to correct its SIP and resubmit it.  After the EPA’s proposed rule becomes final there will be a two-year timeframe in which the EPA must approve a SIP issued by Arkansas or issue a Federal Implementation Plan.

Nelson Unit 6 (Entergy Gulf States Louisiana)

Entergy Gulf States Louisiana self-reported to the Louisiana Department of Environmental Quality (LDEQ) potential exceedances of annual carbon monoxide emission limits at the Nelson Unit 6 coal-fired facility for the years 2006-2010 and the failure to report these potential exceedances in semi-annual reporting and in annual Title V compliance certifications.  Entergy Gulf States Louisiana is not required to monitor carbon monoxide emissions from Nelson Unit 6 on a regular or continuous schedule.  Stack tests performed in 2010 appear to indicate carbon monoxide emissions in excess of the maximum hourly limit for three 1-hour test runs and the annual limit.  Comparison of the 2010 stack tests with the most recent previous tests from 2006, however, appear to indicate that the permit limits were calculated incorrectly and should have been higher.  The 2010 test emission levels did not cause a violation of National Ambient Air Quality Standards.  Additionally, the 2010 stack testing, which was performed in compliance with an EPA data request connected to the EPA’s development of a new air emissions rule, was not taken during a period of normal and representative operations for Nelson Unit 6.  Entergy Gulf States Louisiana continues to develop data regarding this matter in coordination with the LDEQ.

Clean Water Act

NPDES Permits and Section 401 Water Quality Certifications

Indian Point

See the Form 10-K for a discussion of Indian Point permitting and water quality certification proceedings.  On June 21, 2011, Entergy filed notice with the NRC that the NYSDEC, the agency that would issue or deny a water quality certification for the Indian Point license renewal process, has taken longer than one year to take final action on Entergy’s application for a water quality certification and, therefore, has waived its opportunity to require a certification under the provisions of Section 401 of the Clean Water Act.  Entergy submitted its application for a water quality certification to the NYSDEC in April 2009, with a reservation of rights regarding the applicability of Section 401 in this case.  After Entergy submitted certain additional information in response to NYSDEC requests for additional information, in February 2010 the NYSDEC staff determined that Entergy’s water quality certification application was complete.  In April 2010 the NYSDEC staff issued a proposed notice of denial of Entergy’s water quality certification application (the Notice).  NYSDEC staff’s Notice triggered an administrative adjudicatory hearing before NYSDEC ALJs on the proposed Notice that remains ongoing, but no final decision has been rendered.  The NYSDEC has notified the NRC that it disagrees with Entergy’s position and does not believe that it has waived the right to require a certification.  The NYSDEC ALJs overseeing the agency’s certification adjudicatory process stated in a ruling issued on July 15, 2011 that while the waiver issue is pending before the NRC, the NYSDEC hearing process will continue on selected issues.  The hearing began on October 17, 2011 and is expected to continue into 2012.

316(b) Cooling Water Intake Structures

See the Form 10-K for a discussion of the EPA regulations finalized 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 explained in 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, with finalization anticipated by July 27, 2012.  Entergy currently is reviewing the revised proposed rule and filed comments with the EPA.

Other Environmental Matters

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 PRPs concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas.  The facility operated as a transformer repair and scrapping facility from the 1930s until 2003.  Both soil and groundwater contamination exists at the site.  Entergy Gulf States, Inc. and Entergy Louisiana sent transformers to this facility during the 1980s.  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 and Entergy New Orleans likely will pay de minimis amounts.  Current estimates, although preliminary and variable depending on the level of third-party cost contributions, indicate that Entergy’s total share of remediation costs likely will be less than $1 million.  The TCEQ approved an agreed administrative order in September 2006 that allows the implementation of a Remedial Investigation/Feasibility Study at the SESCO site; with the ultimate disposition being a remedial action to remove contaminants of concern.  The TCEQ approved the Remedial Investigation Work Plan in May 2007 and field sampling began in July 2007.  Off-site removal activities of PCB-impacted soil and debris were completed at the site in December 2010.  The Remedial Investigation report was submitted in February 2011 to the TCEQ and was approved on April 15, 2011.  The PRP working group prepared a Feasibility Study and description of proposed site remediation and management actions for TCEQ’s review.  This information was submitted to the TCEQ in June 2011.

Property

Following is an update to the Entergy Wholesale Commodities, Property section of Part I, Item 1 of the Form 10-K.

Nuclear Generating Stations

As discussed further in the Form 10-K, the NRC operating license for Vermont Yankee was to expire in March 2012.  In March 2011 the NRC renewed Vermont Yankee’s operating license for an additional 20 years, as a result of which the license now expires in 2032.  In May 2011 the Vermont Department of Public Service and the New England Coalition petitioned the United States Court of Appeals for the District of Columbia seeking judicial review of the NRC’s issuance of the renewed operating license alleging that the license had been issued without a valid and effective water quality certification under Section 401 of the Clean Water Act.  Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. intervened in the proceeding.  Motions by the parties for summary disposition were denied by the court, which set a briefing schedule on the merits that ends in February 2012.  Oral argument may be scheduled after briefing is completed.  See Note 11 to the financial statements herein for additional discussion of Vermont Yankee.
 


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

The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:

 
Ratios of Earnings to Fixed Charges
 
Twelve Months Ended
 
December 31,
 
September 30,
 
2006
 
2007
 
2008
 
2009
 
2010
 
2011
                       
Entergy Arkansas
3.37
 
3.19
 
2.33
 
2.39
 
3.91
 
4.09
Entergy Gulf States Louisiana
3.01
 
2.84
 
2.44
 
2.99
 
3.58
 
4.02
Entergy Louisiana
3.23
 
3.44
 
3.14
 
3.52
 
3.41
 
2.09
Entergy Mississippi
2.54
 
3.22
 
2.92
 
3.25
 
3.30
 
3.45
Entergy New Orleans
1.52
 
2.74
 
3.71
 
3.66
 
4.41
 
6.09
Entergy Texas
2.12
 
2.07
 
2.04
 
1.92
 
2.10
 
2.31
System Energy
4.05
 
3.95
 
3.29
 
3.73
 
3.64
 
3.78



 
Ratios of Earnings to Combined Fixed Charges
and Preferred Dividends/Distributions
 
Twelve Months Ended
 
December 31,
 
September 30,
 
 
2006
 
2007
 
2008
 
2009
 
2010
 
2011
 
                         
Entergy Arkansas
3.06
 
2.88
 
1.95
 
2.09
 
3.50
 
3.66
 
Entergy Gulf States Louisiana
2.90
 
2.73
 
2.42
 
2.95
 
3.53
 
3.96
 
Entergy Louisiana
2.90
 
3.08
 
2.87
 
3.27
 
3.13
 
1.89
 
Entergy Mississippi
2.34
 
2.97
 
2.67
 
3.01
 
3.06
 
3.16
 
Entergy New Orleans
1.35
 
2.54
 
3.45
 
3.38
 
3.97
 
5.33
 

The Registrant Subsidiaries accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.

Item 6.  Exhibits *

 
4(a) -
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).
     
 
12(a) -
Entergy Arkansas’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
     
 
12(b) -
Entergy Gulf States Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
     
 
 
 
12(c) -
Entergy Louisiana’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.
     
 
12(d) -
Entergy Mississippi’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
     
 
12(e) -
Entergy New Orleans’s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Pre­ferred Dividends, as defined.
     
 
12(f) -
Entergy Texas’s Computation of Ratios of Earnings to Fixed Charges, as defined.
     
 
12(g) -
System Energy’s Computation of Ratios of Earnings to Fixed Charges, as defined.
     
 
31(a) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
     
 
31(b) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
     
 
31(c) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
     
 
31(d) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
     
 
31(e) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
     
 
31(f) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
     
 
31(g) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
     
 
31(h) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
     
 
31(i) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
     
 
31(j) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
     
 
31(k) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
     
 
31(l) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
     
 
31(m) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
     
 
31(n) -
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
     
 
31(o) -
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
     
 
31(p) -
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
     
 
32(a) -
Section 1350 Certification for Entergy Corporation.
     
 
32(b) -
Section 1350 Certification for Entergy Corporation.
     
 
32(c) -
Section 1350 Certification for Entergy Arkansas.
     
 
32(d) -
Section 1350 Certification for Entergy Arkansas.
     
 
32(e) -
Section 1350 Certification for Entergy Gulf States Louisiana.
     
 
 
32(f) -
Section 1350 Certification for Entergy Gulf States Louisiana.
     
 
32(g) -
Section 1350 Certification for Entergy Louisiana.
     
 
32(h) -
Section 1350 Certification for Entergy Louisiana.
     
 
32(i) -
Section 1350 Certification for Entergy Mississippi.
     
 
32(j) -
Section 1350 Certification for Entergy Mississippi.
     
 
32(k) -
Section 1350 Certification for Entergy New Orleans.
     
 
32(l) -
Section 1350 Certification for Entergy New Orleans.
     
 
32(m) -
Section 1350 Certification for Entergy Texas.
     
 
32(n) -
Section 1350 Certification for Entergy Texas.
     
 
32(o) -
Section 1350 Certification for System Energy.
     
 
32(p) -
Section 1350 Certification for System Energy.
     
 
101 INS -
XBRL Instance Document.
     
 
101 SCH -
XBRL Taxonomy Extension Schema Document.
     
 
101 PRE -
XBRL Taxonomy Presentation Linkbase Document.
     
 
101 LAB -
XBRL Taxonomy Label Linkbase Document.
     
 
101 CAL -
XBRL Taxonomy Calculation Linkbase Document.
     
 
101 DEF -
XBRL Definition Linkbase Document.
___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

*
Incorporated herein by reference as indicated.


SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES LOUISIANA, L.L.C.
ENTERGY LOUISIANA, LLC
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY TEXAS, INC.
SYSTEM ENERGY RESOURCES, INC.
 
 
/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)


Date:  November 4, 2011




 
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