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ENTERGY LOUISIANA, LLC - Annual Report: 2005 (Form 10-K)

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

FORM 10-K

(Mark One)

 
   

X

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

   
 

For the Fiscal Year Ended December 31, 2005

 

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, Address of
Principal Executive Offices, Telephone Number, and
IRS Employer Identification No.

 


Commission
File Number

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

1-11299

ENTERGY CORPORATION
(a Delaware corporation)
500 Clinton Center Drive
Clinton, Mississippi 39056
(Temporary Executive Office)
Telephone (504) 576-4000
72-1229752

 

1-32718

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

         

1-10764

ENTERGY ARKANSAS, INC.
(an Arkansas corporation)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000
71-0005900

 

1-31508

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

         

1-27031

ENTERGY GULF STATES, INC.
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
74-0662730

 

0-5807

ENTERGY NEW ORLEANS, INC.
(a Louisiana corporation)
1600 Perdido Street, Building 529
New Orleans, Louisiana 70112
Telephone (504) 670-3620
72-0273040

         

1-8474

ENTERGY LOUISIANA HOLDINGS, INC.
(a Texas corporation)
10055 Grogans Mill Road
Parkwood II Building
Suite 500
The Woodlands, Texas 77380
Telephone (281) 297-3647
72-0245590

Former name and address:
ENTERGY LOUISIANA, INC.
(a Louisiana corporation)
4809 Jefferson Highway
Jefferson, Louisiana 70121

 

1-9067

SYSTEM ENERGY RESOURCES, INC.
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
72-0752777

 

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


Registrant


Title of Class

Name of Each Exchange
on Which Registered

     

Entergy Corporation

Common Stock, $0.01 Par Value - 207,846,657
  shares outstanding at February 28, 2006


Equity Units, 7.625%

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

New York Stock Exchange, Inc.

     

Entergy Arkansas, Inc.

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

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

     

Entergy Gulf States, Inc.

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


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

     

Entergy Louisiana, LLC

Mortgage Bonds, 7.6% Series due April 2032

New York Stock Exchange, Inc.

     

Entergy Mississippi, Inc.

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

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

     

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

Registrant

Title of Class

   

Entergy Arkansas, Inc.

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

   

Entergy Gulf States, Inc.

Preferred Stock, Cumulative, $100 Par Value

   

Entergy Louisiana Holdings, Inc.

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

   

Entergy Mississippi, Inc.

Preferred Stock, Cumulative, $100 Par Value

   

Entergy New Orleans, Inc.

Preferred Stock, Cumulative, $100 Par Value

Indicate by check mark if the registrants are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ____ No Ö

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ____ No Ö

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

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

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

 

Large
accelerated
filer

 



Accelerated filer

 


Non-accelerated filer

Entergy Corporation

Ö

       

Entergy Arkansas, Inc.

       

Ö

Entergy Gulf States, Inc.

       

Ö

Entergy Louisiana Holdings, Inc.

       

Ö

Entergy Louisiana, LLC

       

Ö

Entergy Mississippi, Inc.

       

Ö

Entergy New Orleans, Inc.

       

Ö

System Energy Resources, Inc.

       

Ö

Indicate by check mark whether any of the registrants are a shell company (as defined in Rule 12b-2 of the Act.) Yes ____ No Ö

The aggregate market value of Entergy Corporation Common Stock, $0.01 Par Value, held by non-affiliates as of the end of the second quarter of 2005, was $15.9 billion based on the reported last sale price of $75.55 per share for such stock on the New York Stock Exchange on June 30, 2005. Entergy Corporation is the sole holder of the common stock of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana Holdings, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Entergy Louisiana Holdings, Inc. is the sole holder of the common membership interests in Entergy Louisiana, LLC.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders, to be held May 12, 2006, are incorporated by reference into Parts I and III hereof.

TABLE OF CONTENTS

 

SEC Form 10-K
Reference Number

Page
Number

     
Definitions  

i

Entergy's Business

Part I. Item 1.

1

  Financial Information for U.S. Utility and Non-Utility Nuclear  

2

  Strategy  

3

Report of Management  

4

  Entergy Corporation and Subsidiaries    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Hurricane Katrina and Hurricane Rita  

5

    Results of Operations  

8

    Liquidity and Capital Resources  

16

    Significant Factors and Known Trends  

25

    Critical Accounting Estimates  

36

    New Accounting Pronouncements  

42

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

43

  Report of Independent Registered Public Accounting Firm  

44

  Consolidated Statements of Income For the Years Ended December 31, 2005,
   2004, and 2003

Part II. Item 8.

45

  Consolidated Statements of Cash Flows For the Years Ended December 31,
   2005, 2004, and 2003

Part II. Item 8.

46

  Consolidated Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

48

  Consolidated Statements of Retained Earnings, Comprehensive Income, and
   Paid in Capital for the Years Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

50

  Notes to Consolidated Financial Statements

Part II. Item 8.

51

U.S. Utility

Part I. Item 1.

111

  Entergy Louisiana restructuring  

111

  Hurricane Katrina and Hurricane Rita  

112

  Customers  

113

  Electric Energy Sales  

113

  Retail Rate Regulation  

114

  Property and Other Generation Resources  

121

  Fuel Supply  

126

  Federal Regulation  

128

  Service Companies  

133

  Earnings Ratios  

134

Non-Utility Nuclear

Part I. Item 1.

134

  Property  

135

  Energy and Capacity Sales  

135

  Fuel Supply  

137

  Other Business Activities  

137

Energy Commodity Services

Part I. Item 1.

137

  Non-Nuclear Wholesale Assets Business  

138

  Entergy-Koch, L.P.  

138

Regulation of Entergy's Business

Part I. Item 1.

139

  PUHCA 2005  

139

  Federal Power Act  

139

  State Regulation  

139

  Regulation of the Nuclear Power Industry  

140

  Environmental Regulation  

143

Litigation  

148

Research Spending  

152

Employees  

153

Risk Factors Part I. Item 1A. 154
Unresolved Staff Comments Part I. Item 1B. 161
Entergy Arkansas, Inc.    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Results of Operations  

162

    Liquidity and Capital Resources  

165

    Significant Factors and Known Trends  

169

    Critical Accounting Estimates  

171

    New Accounting Pronouncements  

175

  Report of Independent Registered Public Accounting Firm  

176

  Income Statements For the Years Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

177

  Statements of Cash Flows For the Years Ended December 31, 2005, 2004,
   and 2003

Part II. Item 8.

179

  Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

180

  Statements of Retained Earnings for the Years Ended December 31, 2005,
   2004, and 2003

Part II. Item 8.

182

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

183

Entergy Gulf States, Inc.    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Hurricane Rita and Hurricane Katrina  

184

    Results of Operations  

185

    Liquidity and Capital Resources  

188

    Significant Factors and Known Trends  

193

    Critical Accounting Estimates  

199

    New Accounting Pronouncements  

203

  Report of Independent Registered Public Accounting Firm  

204

  Income Statements For the Years Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

205

  Statements of Cash Flows For the Years Ended December 31, 2005, 2004,
   and 2003

Part II. Item 8.

207

  Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

208

  Statements of Retained Earnings and Comprehensive Income for the Years
   Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

210

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

211

Entergy Louisiana Holdings, Inc. and Entergy Louisiana, LLC    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Entergy Louisiana Corporate Restructuring  

212

    Hurricane Rita and Hurricane Katrina  

213

    Results of Operations  

214

    Liquidity and Capital Resources  

218

    Significant Factors and Known Trends  

223

    Critical Accounting Estimates  

226

    New Accounting Pronouncements  

230

Entergy Louisiana Holdings, Inc. and Subsidiaries    
  Report of Independent Registered Public Accounting Firm  

231

  Consolidated Income Statements For the Years Ended December 31,
   2005,2004, and 2003

Part II. Item 8.

232

  Consolidated Statements of Cash Flows For the Years Ended December 31,
   2005, 2004, and 2003

Part II. Item 8.

233

  Consolidated Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

234

  Consolidated Statements of Retained Earnings for the Years Ended December
   31, 2005, 2004, and 2003

Part II. Item 8.

236

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

237

Entergy Louisiana, LLC    
  Report of Independent Registered Public Accounting Firm   238
  Income Statement For the Year Ended December 31, 2005 Part II. Item 8. 239
  Statement of Cash Flow For the Year Ended December 31, 2005 Part II. Item 8. 241
  Balance Sheet, December 31, 2005 Part II. Item 8. 242
  Statement of Members' Equity for the Year Ended December 31, 2005 Part II. Item 8. 244
  Selected Financial Data Part II. Item 6. 237
Entergy Mississippi, Inc.    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Hurricane Katrina  

245

    Results of Operations  

246

    Liquidity and Capital Resources  

248

    Significant Factors and Known Trends  

252

    Critical Accounting Estimates  

253

    New Accounting Pronouncements  

256

  Report of Independent Registered Public Accounting Firm  

257

  Income Statements For the Years Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

258

  Statements of Cash Flows For the Years Ended December 31, 2005, 2004,
   and 2003

Part II. Item 8.

259

  Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

260

  Statements of Retained Earnings for the Years Ended December 31, 2005,
   2004, and 2003

Part II. Item 8.

262

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

263

Entergy New Orleans, Inc. (Debtor-in-possession)    
  Management's Financial Discussion and Analysis

Part II. Item 7.

 
    Hurricane Katrina  

264

    Bankruptcy Proceedings  

265

    Results of Operations  

266

    Liquidity and Capital Resources  

269

    Significant Factors and Known Trends  

273

    Critical Accounting Estimates  

275

    New Accounting Pronouncements  

278

  Report of Independent Registered Public Accounting Firm  

279

  Income Statements For the Years Ended December 31, 2005, 2004, and
   2003

Part II. Item 8.

280

  Statements of Cash Flows For the Years Ended December 31, 2005, 2004,
   and 2003

Part II. Item 8.

281

  Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

282

  Statements of Retained Earnings for the Years Ended December 31, 2005,
   2004, and 2003

Part II. Item 8.

284

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

285

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

Part II. Item 7.

 
    Results of Operations  

286

    Liquidity and Capital Resources  

286

    Significant Factors and Known Trends  

289

    Critical Accounting Estimates  

290

  Report of Independent Registered Public Accounting Firm  

295

  Income Statements For the Years Ended December 31, 2005, 2004, and 2003

Part II. Item 8.

296

  Statements of Cash Flows For the Years Ended December 31, 2005, 2004,
   and 2003

Part II. Item 8.

297

  Balance Sheets, December 31, 2005 and 2004

Part II. Item 8.

298

  Statements of Retained Earnings for the Years Ended December 31, 2005,
   2004, and 2003

Part II. Item 8.

300

  Selected Financial Data - Five-Year Comparison

Part II. Item 6.

301

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

Part II. Item 8.

302

Properties

Part I. Item 2.

377

Legal Proceedings

Part I. Item 3.

377

Submission of Matters to a Vote of Security Holders

Part I. Item 4.

377

Directors and Executive Officers of Entergy Corporation

Part III. Item 10.

377

Market for Registrants' Common Equity and Related Stockholder Matters

Part II. Item 5.

379

Selected Financial Data

Part II. Item 6.

380

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

Part II. Item 7.

385

Quantitative and Qualitative Disclosures About Market Risk

Part II. Item 7A.

380

Financial Statements and Supplementary Data

Part II. Item 8.

380

Changes in and Disagreements with Accountants on Accounting and Financial
 Disclosure

Part II. Item 9.

380

Controls and Procedures

Part II. Item 9A.

381

Attestation Report of Registered Public Accounting Firm

Part II. Item 9A.

382

Other Information

Part II. Item 9B.

390

Directors and Executive Officers of the Registrants

Part III. Item 10.

391

Executive Compensation

Part III. Item 11.

396

Security Ownership of Certain Beneficial Owners and Management

Part III. Item 12.

406

Certain Relationships and Related Transactions

Part III. Item 13.

409

Principal Accountant Fees and Services

Part IV. Item 14

410

Exhibits and Financial Statement Schedules

Part IV. Item 15.

413

Signatures  

414

Consents of Independent Registered Public Accounting Firm  

422

Report of Independent Registered Public Accounting Firm  

424

Index to Financial Statement Schedules  

S-1

Exhibit Index  

E-1

 

This combined Form 10-K is separately filed by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana Holdings, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representations whatsoever as to any other company. References to Entergy Louisiana are intended to apply both to Entergy Louisiana Holdings on a consolidated basis and to Entergy Louisiana, LLC.

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

 

FORWARD-LOOKING INFORMATION

In this filing and from time to time, Entergy makes statements 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. Although Entergy believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Except to the extent required by the federal securities laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in the statements. Some of those factors (in addition to others described elsewhere in this report and in subsequent securities filings) include:

  • resolution of pending and future rate cases and negotiations, including various performance-based rate discussions and implementation of new Texas legislation, and other regulatory proceedings, including those related to Entergy's System Agreement, Entergy's utility supply plan, recovery of storm costs, and recovery of fuel and purchased power costs
  • Entergy's ability to manage its operation and maintenance costs
  • the performance of Entergy's generating plants, and particularly the capacity factors at its nuclear generating facilities
  • prices for power generated by Entergy's unregulated generating facilities, the ability to hedge, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Non-Utility Nuclear plants, and 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
  • Entergy's ability to develop and execute on a point of view regarding prices of electricity, natural gas, and other energy-related commodities
  • changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt, execute its share repurchase program, 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, interest rates, and foreign currency exchange rates
  • Entergy's ability to purchase and sell assets at attractive prices and on other attractive terms
  • volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
  • 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 establishment of a regional transmission organization that includes Entergy's utility service territory, and the application of 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 in the northeastern United States
  • uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel storage and disposal
  • resolution of pending or future applications for license extensions or modifications of nuclear generating facilities

FORWARD-LOOKING INFORMATION (Concluded)

  • changes in law resulting from the new federal energy legislation, including the effects of PUHCA repeal
  • changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances
  • the economic climate, and particularly growth in Entergy's service territory
  • variations in weather and the occurrence of hurricanes and other storms and disasters, including uncertainties associated with efforts to remediate the effects of Hurricanes Katrina and Rita and recovery of costs associated with restoration including Entergy's ability to obtain financial assistance from governmental authorities in connection with these storms
  • the outcome of the Chapter 11 bankruptcy proceeding of Entergy New Orleans, and the impact of this proceeding on other Entergy companies
  • advances in technology
  • the potential effects of threatened or actual terrorism and war
  • the effects of Entergy's strategies to reduce tax payments
  • the effects of litigation and government investigations
  • changes in accounting standards, corporate governance, and securities law requirements
  • Entergy's ability to attract and retain talented management and directors
  • DEFINITIONS

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

    Abbreviation or Acronym

    Term

    AEEC

    Arkansas Electric Energy Consumers

    AFUDC

    Allowance for Funds Used During Construction

    ALJ

    Administrative Law Judge

    ANO 1 and 2

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

    APSC

    Arkansas Public Service Commission

    Board

    Board of Directors of Entergy Corporation

    Cajun

    Cajun Electric Power Cooperative, Inc.

    capacity factor

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

    City Council or Council

    Council of the City of New Orleans, Louisiana

    CPI-U

    Consumer Price Index - Urban

    DOE

    United States Department of Energy

    domestic utility companies

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

    EITF

    FASB's Emerging Issues Task Force

    Energy Commodity Services

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

    Entergy

    Entergy Corporation and its direct and indirect subsidiaries

    Entergy Corporation

    Entergy Corporation, a Delaware corporation

    Entergy-Koch

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

    Entergy Louisiana

    Entergy Louisiana Holdings, Inc. and Entergy Louisiana, LLC

    EPA

    United States Environmental Protection Agency

    EPDC

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

    FASB

    Financial Accounting Standards Board

    FEMA

    Federal Emergency Management Agency

    FERC

    Federal Energy Regulatory Commission

    firm liquidated damages

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

    FSP

    FASB Staff Position

    Grand Gulf

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

    GWh

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

    Independence

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

    IRS

    Internal Revenue Service

    ISO

    Independent System Operator

    kV

    Kilovolt

    kW

    Kilowatt

    kWh

    Kilowatt-hour(s)

    DEFINITIONS (Continued)

    Abbreviation or Acronym

    Term

       

    LDEQ

    Louisiana Department of Environmental Quality

    LPSC

    Louisiana Public Service Commission

    Mcf

    1,000 cubic feet of gas

    MMBtu

    One million British Thermal Units

    MPSC

    Mississippi Public Service Commission

    MW

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

    MWh

    Megawatt-hour(s)

    Nelson Unit 6

    Unit No. 6 (coal) of the Nelson Steam Electric Generating Station, owned 70% by Entergy Gulf States

    Net debt ratio

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

    Net MW in operation

    Installed capacity owned or operated

    Net revenue

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

    Non-Utility Nuclear

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

    NRC

    Nuclear Regulatory Commission

    NYPA

    New York Power Authority

    OASIS

    Open Access Same Time Information Systems

    PPA

    Purchased power agreement

    production cost

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

    PRP

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

    PUCT

    Public Utility Commission of Texas

    PUHCA 1935

    Public Utility Holding Company Act of 1935, as amended

    PUHCA 2005

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

    PURPA

    Public Utility Regulatory Policies Act of 1978

    Ritchie Unit 2

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

    River Bend

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

    SEC

    Securities and Exchange Commission

    SFAS

    Statement of Financial Accounting Standards as promulgated by the FASB

    SMEPA

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

    spark spread

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

    System Agreement

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

    System Energy

    System Energy Resources, Inc.

    System Fuels

    System Fuels, Inc.

    DEFINITIONS (Concluded)

    Abbreviation or Acronym

    Term

       

    TWh

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

    unit-contingent

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

    unit-contingent with
    availability guarantees

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

    Unit Power Sales Agreement

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

    UK

    The United Kingdom of Great Britain and Northern Ireland

    U.S. Utility

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

    Waterford 3

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

    weather-adjusted usage

    Electric usage excluding the effects of deviations from normal weather

    White Bluff

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

     

    ENTERGY'S BUSINESS

    Entergy Corporation is an integrated energy company engaged primarily in electric power production and retail electric distribution operations. Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, and it is the second-largest nuclear power generator in the United States. Entergy delivers electricity to 2.6 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy generated annual revenues of $10.1 billion in 2005 and had approximately 14,100 employees as of December 31, 2005.

    Entergy operates primarily through two business segments: U.S. Utility and Non-Utility Nuclear.

    • U.S. Utility generates, transmits, distributes, and sells electric power in a four-state service territory that includes portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
    • Non-Utility Nuclear owns and operates five nuclear power plants located in the northeastern United States and sells the electric power produced by those plants primarily to wholesale customers. This business also provides services to other nuclear power plant owners.

    In addition to its two primary, reportable, operating segments, Entergy also operates the Energy Commodity Services segment and the Competitive Retail Services business. Energy Commodity Services includes (i) Entergy-Koch, LP and (ii) Entergy's non-nuclear wholesale power marketing business. Entergy Koch is a non-operating entity, which prior to the fourth quarter of 2004, owned and operated an energy marketing/trading and gas transportation/storage business. The Competitive Retail Services business markets and sells electricity, thermal energy, and related services in competitive markets, primarily in the ERCOT region in Texas. Entergy has decided to divest the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas, and now reports this portion of the business as a discontinued operation. Entergy reports Energy Commodity Services and Competitive Retail Services as part of All Other in its segment disclosures.

    OPERATING INFORMATION
    For the Years Ended December 31, 2005, 2004, and 2003
                 
        U.S. Utility   Non-Utility Nuclear   Entergy Consolidated (a)
        (In Thousands)
    2005            
    Operating revenues   $8,526,943     $1,421,547    $10,106,247 
    Operating expenses   $7,186,035     $996,013    $8,314,258 
    Other income   $111,186     $71,827    $211,451 
    Interest and other charges   $364,665     $50,874    $475,604 
    Income taxes   $405,662     $163,865    $559,284 
    Loss from discontinued operations   $-    $-    ($44,794)
    Earnings applicable to common stock   $659,760     $282,622    $898,331 
                 
    2004            
    Operating revenues   $8,142,808     $1,341,852    $9,685,521  
    Operating expenses   $6,795,146     $978,688    $8,035,349  
    Other income   $108,925     $78,141    $125,999  
    Interest and other charges   $383,032     $53,657    $477,776  
    Income taxes   $406,864     $142,620    $365,305  
    Loss from discontinued operations   $-    $-    ($41)
    Earnings applicable to common stock   $643,408     $245,028    $909,524  
                 
    2003            
    Operating revenues   $7,584,857    $1,274,983    $9,032,714  
    Operating expenses   $6,274,830    $1,039,614    $7,527,158  
    Other income   ($35,965)   $33,997    $325,315  
    Interest and other charges   $419,111    $34,460    $505,641  
    Income taxes   $341,044    $88,619    $497,433  
    Loss from discontinued operations   $-    $-    ($14,404)
    Cumulative effect of accounting change   ($21,333)   $154,512    $137,074  
    Earnings applicable to common stock   $469,050    $300,799    $926,943  
                 
    CASH FLOW INFORMATION
    For the Years Ended December 31, 2005, 2004, and 2003
                 
       
    U.S. Utility
      Non-Utility Nuclear   Entergy Consolidated (a)
        (In Thousands)
    2005      
    Net cash flow provided by operating activities   $973,692    $551,263    $1,467,808 
    Net cash flow used in investing activities   ($1,709,175)   ($368,497)   ($1,992,608)
    Net cash flow provided by (used in) financing activities   $646,588    ($110,482)   $496,390 
                 
    2004            
    Net cash flow provided by operating activities   $2,207,876    $414,518    $2,929,319 
    Net cash flow used in investing activities   ($1,198,009)   ($386,023)   ($1,143,225)
    Net cash flow used in financing activities   ($824,579)   ($37,894)   ($1,671,859)
                 
    2003            
    Net cash flow provided by operating activities   $1,675,069    $182,524    $2,005,820 
    Net cash flow used in investing activities   ($1,441,992)   ($184,913)   ($1,967,930)
    Net cash flow used in financing activities   ($919,983)   ($6,672)   ($869,130)
                 
    FINANCIAL POSITION INFORMATION
    As of December 31, 2005 and 2004
                 
        U.S. Utility   Non-Utility Nuclear   Entergy Consolidated (a)
        (In Thousands)
    2005            
    Current assets   $3,182,160    $699,299    $4,056,294 
    Other property and investments   $1,433,300    $1,473,450    $3,213,917 
    Property, plant and equipment - net   $16,899,266    $2,001,727    $19,197,045 
    Deferred debits and other assets   $3,727,706    $713,096    $4,384,013 
    Current liabilities   $2,341,601    $517,847    $3,127,914 
    Non-current liabilities   $16,238,484    $2,254,827    $19,980,608 
    Shareholders' equity   $6,662,347    $2,114,898    $7,742,747 
                 
    2004            
    Current assets   $2,292,959    $590,580    $3,077,276 
    Other property and investments   $1,200,246    $1,403,222    $2,995,894 
    Property, plant and equipment - net   $16,502,155    $1,850,481    $18,695,631 
    Deferred debits and other assets   $2,941,877    $687,322    $3,541,976 
    Current liabilities   $1,756,011    $649,281    $2,332,383 
    Non-current liabilities   $15,214,095    $1,832,477    $17,681,707 
    Shareholders' equity   $5,967,131    $2,049,847    $8,296,687 
                 
    (a) In addition to the two operating segments presented here, Entergy Consolidated also includes Entergy Corporation (parent company), other business activity, and intercompany eliminations, including the Energy Commodity Services business, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. The Energy Commodity Services business was presented as a reportable segment prior to 2005, but it did not meet the quantitative thresholds for a reportable segment in 2005 and 2004, and with the sale of Entergy-Koch's businesses in 2004, management does not expect the Energy Commodity Services business to meet the quantitative thresholds in the forseeable future. The 2004 and 2003 information in the tables above has been restated to include the Energy Commodity Services business in the Entergy Consolidated column. As a result of the Entergy New Orleans bankruptcy filing, Entergy has discontinued the consolidation of Entergy New Orleans retroactive to January

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

           


    Entergy Corporation

       
                       
                       
                     
                     

    U. S. Utility

     

    Non-Utility Nuclear

     

    Other Businesses

                         
     

    Entergy Arkansas, Inc.

       

    Entergy Nuclear Operations, Inc.

         

    Energy Commodity Services

     
     

    Entergy Gulf States, Inc.

       

    Entergy Nuclear Finance, Inc.

               
     
    Entergy Louisiana Holdings, Inc.
       

    Entergy Nuclear Generation Co. (Pilgrim)

       

    Entergy-Koch, LP

         

    Non-Nuclear Wholesale Assets

     

    Entergy Louisiana, LLC

       

    Entergy Nuclear FitzPatrick LLC

       

    (50% ownership)

           
     

    Entergy Mississippi, Inc.

       

    Entergy Nuclear Indian Point 2, LLC

               

    Entergy Power Development Corp.

     

    Entergy New Orleans, Inc.

       

    Entergy Nuclear Indian Point 3, LLC

               

    Entergy Asset Management, Inc.

     

    System Energy Resources, Inc.

       

    Entergy Nuclear Vermont Yankee, LLC

             

    Entergy Power, Inc.

     

    Entergy Operations, Inc.

       

    Entergy Nuclear, Inc.

               
     

    Entergy Services, Inc.

       

    Entergy Nuclear Fuels Company

         

    Competitive Retail Services

     
     

    System Fuels, Inc.

       

    Entergy Nuclear Nebraska LLC

                 
                   

    Entergy Solutions Ltd.

    Strategy

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

    ___________________________________________________________________________________________

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

    Entergy's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments are available without charge on its website, http://www.shareholder.com/entergy/edgar.cfm, as soon as reasonably practicable after they are filed electronically with the SEC. Entergy is providing the address to its Internet site solely for the information of investors. Entergy does not intend the address to be an active link or to otherwise incorporate the contents of the website into this report.

    Part I, Item 1 is continued on page 111.

     

     

     

    ENTERGY CORPORATION AND SUBSIDIARIES

    REPORT OF MANAGEMENT

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

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

    As a supplement to management's assessment, Entergy's independent auditors conduct an objective assessment of the degree to which management meets its responsibility for fairness of financial reporting and issue an attestation report on the adequacy of management's assessment. They evaluate Entergy's internal control over financial reporting and perform such tests and other procedures as they deem necessary to reach and express an opinion on the fairness of the financial statements.

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

    Based on management's assessment of internal controls using the COSO criteria, management believes that Entergy maintained effective internal control over financial reporting as of December 31, 2005. Management further believes that this assessment, combined with the policies and procedures noted above provide reasonable assurance that Entergy's financial statements are fairly and accurately presented in accordance with generally accepted accounting principles.

    J. WAYNE LEONARD
    Chief Executive Officer of Entergy Corporation

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

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

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

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

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

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

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

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

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

    MICHAEL D. BAKEWELL
    President of Entergy Louisiana Holdings, Inc.

    ROBERT A. MALONE
    Treasurer of Entergy Louisiana Holdings, Inc.

    ENTERGY CORPORATION AND SUBSIDIARIES

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Entergy operates primarily through two business segments: U.S. Utility and Non-Utility Nuclear.

  • U.S. Utility generates, transmits, distributes, and sells electric power in a four-state service territory that includes portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
  • Non-Utility Nuclear owns and operates five nuclear power plants located in the northeastern United States and sells the electric power produced by those plants primarily to wholesale customers. This business also provides services to other nuclear power plant owners.
  • In addition to its two primary, reportable, operating segments, Entergy also operates the Energy Commodity Services segment and the Competitive Retail Services business. Energy Commodity Services includes Entergy-Koch, LP and Entergy's non-nuclear wholesale assets business. Entergy-Koch, LP engaged in two major businesses: energy commodity marketing and trading through Entergy-Koch Trading, and gas transportation and storage through Gulf South Pipeline. Entergy-Koch sold both of these businesses in the fourth quarter of 2004, and Entergy-Koch is no longer an operating entity. The non-nuclear wholesale assets business sells to wholesale customers the electric power produced by power plants that it owns while it focuses on improving performance and exploring sales or restructuring opportunities for its power plants. Such opportunities are evaluated consistent with Entergy's market-based point-of-view. The Competitive Retail Services business markets and sells electricity, thermal energy, and related services in competitive markets, primarily in the ERCOT region in Texas. Entergy has decided to divest the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas, and now reports this portion of the business as a discontinued operation. Entergy reports Energy Commodity Services and Competitive Retail Services as part of All Other in its segment disclosures.

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

       

    % of Revenue

     

    % of Net Income

     

    % of Total Assets

    Segment

     

    2005

     

    2004

     

    2003

     

    2005

     

    2004

     

    2003

     

    2005

     

    2004

     

    2003

                                         

    U.S. Utility

     

    84

     

    84

     

    84

     

    74 

     

    72 

     

    52 

     

    82 

     

    80 

     

    79 

    Non-Utility Nuclear

     

    14

     

    14

     

    14

     

    30 

     

    26 

     

    32 

     

    16 

     

    16 

     

    15 

    Parent Company &
      Other Business Segments

     


    2

     


    2

     


    2

     


    (4)

     


     


    16 

     


     


     


    Hurricane Katrina and Hurricane Rita

    In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the U.S. Utility's service territory in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area. The storms and flooding resulted in widespread power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Total restoration costs for the repair and/or replacement of the U.S. Utility's electric and gas facilities damaged by Hurricanes Katrina and Rita and business continuity costs are estimated to be $1.5 billion, including $835.2 million in construction expenditures and $664.8 million recorded as regulatory assets. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales. For instance, at Entergy New Orleans, the domestic utility company that continues to have significant lost revenue caused by Hurricane Katrina, Entergy estimates that lost net revenue due to Hurricane Katrina will total approximately $320 million through 2007. In addition, Entergy estimates that the hurricanes caused $32 million of uncollectible U.S. Utility customer receivables.

    The estimated storm restoration costs also do not include the longer-term accelerated replacement of the gas distribution system in New Orleans that Entergy New Orleans expects will be necessary due to the massive salt water intrusion into the system caused by the flooding in New Orleans. The salt water intrusion is expected to shorten the life of the gas distribution system, making it necessary to replace that system over time. Entergy New Orleans currently expects the cost of the gas system replacement to be $355 million, with the project beginning in 2008 and extending for many years thereafter.

    Entergy has recorded accruals for the portion of the estimated $1.5 billion of storm restoration costs not yet paid. In accordance with its accounting policies, and based on historic treatment of such costs in the U.S. Utility's service territories and communications with local regulators, Entergy recorded assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. In December 2005, Entergy Gulf States' Louisiana jurisdiction, Entergy Louisiana, and Entergy Mississippi filed with their respective retail regulators for recovery of storm restoration costs. The filings are discussed in Note 2 to the consolidated financial statements. Because Entergy has not gone through the regulatory process regarding these storm costs, however, there is an element of risk, and Entergy is unable to predict with certainty the degree of success it may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, or the timing of such recovery.

    The temporary power outages associated with the hurricanes in the affected service territory caused Entergy Louisiana's and Entergy New Orleans' sales volume and receivable collections to be lower than normal beginning in September 2005. Revenues are expected to continue to be affected for a period of time that cannot be estimated as a result of customers at Entergy New Orleans and Entergy Louisiana that are unable to accept electric and gas service and as a result of changes in load patterns that could occur, including the effect of residential customers who can accept electric and gas service not permanently returning to their homes. Restoration for many of the customers who are unable to accept service will follow major repairs or reconstruction of customer facilities, and will be contingent on validation by local authorities of habitability and electrical safety of customers' structures. Entergy estimates that lost non-fuel revenues in 2006 caused by the hurricanes will be approximately $123 million for Entergy New Orleans and $39 million for Entergy Louisiana. Entergy's estimate of the revenue impact is subject to change, however, because of a range of uncertainties, in particular the timing of when individual customers will recommence taking service.

    Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and, as noted above, pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through Underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence, and Entergy has been notified by OIL that it expects claims for Hurricane Katrina to materially exceed this limit. Entergy is currently evaluating the amount of the covered losses for each of the affected domestic utility companies, working with insurance adjusters, and preparing proofs of loss for Hurricanes Katrina and Rita. Entergy currently estimates that its net insurance recoveries for the losses caused by the hurricanes, including the effect of the OIL aggregation limit being exceeded, will be approximately $382 million.

    In December 2005, the U.S. Congress passed and the President signed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding for infrastructure restoration. It is uncertain how much funding, if any, will be designated for utility reconstruction, and the timing of such decisions is also uncertain. Entergy is currently preparing applications to seek Community Development Block Grant funding.

    Entergy New Orleans Bankruptcy

    Because of the effects of Hurricane Katrina, on September 23, 2005, Entergy New Orleans filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Louisiana seeking reorganization relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Case No. 05-17697). Entergy Corporation owns 100 percent of the common stock of Entergy New Orleans, has continued to supply general and administrative services, and has provided debtor-in-possession financing to Entergy New Orleans. Uncertainties surrounding the nature, timing, and specifics of the bankruptcy proceedings, however, have caused Entergy to deconsolidate Entergy New Orleans and reflect Entergy New Orleans' financial results under the equity method of accounting retroactive to January 1, 2005. Because Entergy owns all of the common stock of Entergy New Orleans, this change did not affect the amount of net income Entergy records resulting from Entergy New Orleans' operations for any current or prior period, but did result in Entergy New Orleans' net income for 2005 being presented as "Equity in earnings (loss) of unconsolidated equity affiliates" rather than its results being included in each individual income statement line item, as is the case for periods prior to 2005. Entergy reviewed the carrying value of its equity investment in Entergy New Orleans ($149.9 million as of December 31, 2005) to determine if an impairment had occurred as a result of the storm, the flood, the power outages, restoration costs, and changes in customer load. Entergy determined that as of December 31, 2005, no impairment had occurred because, as discussed above, management believes that recovery is probable.  In addition to Entergy's equity investment in Entergy New Orleans, as of December 31, 2005 Entergy New Orleans owed Entergy and its subsidiaries a total of approximately $47 million in prepetition accounts payable. Entergy will continue to assess the carrying value of its investment in Entergy New Orleans as developments occur in Entergy New Orleans' recovery efforts.

    Entergy continues to work with the federal, state, and local authorities to resolve the bankruptcy in a manner that allows Entergy New Orleans' customers to be served by a financially viable entity as required by law. Key factors that will influence the timing and outcome of the Entergy New Orleans bankruptcy include:

  • The amount of insurance recovery, if any, and the timing of receipt of proceeds;
  • The amount of assistance funding, if any, from the federal and state governments, and the timing of that funding, including Entergy's intended application for Community Development Block Grant funding;
  • The level of economic recovery of New Orleans;
  • The number of customers that return to New Orleans, and the timing of their return; and
  • The amount and timing of any regulatory recovery approved by the City Council.
  •  

    The exclusivity period for filing a final plan of reorganization by Entergy New Orleans is currently scheduled to end on April 21, 2006, with solicitation of acceptances of the plan scheduled to be complete by June 20, 2006. If a party to the bankruptcy proceeding, including Entergy New Orleans, requests it, the bankruptcy court has the authority to extend these deadlines. In addition, the bankruptcy judge has set a date of April 19, 2006 by which creditors with prepetition claims against Entergy New Orleans must, with certain exceptions, file their proofs of claim in the bankruptcy case.

    The deconsolidation of Entergy New Orleans is retroactive to January 1, 2005, and its 2005 results of operations are presented as a component of "Equity in earnings (loss) of unconsolidated equity affiliates." Transactions in 2005 between Entergy New Orleans and other Entergy subsidiaries are not eliminated in consolidation as they were in periods prior to 2005. The variance explanations for 2005 compared to 2004 in "Results of Operations" below reflect the 2004 results of operations of Entergy New Orleans as if it were deconsolidated in 2004, consistent with the 2005 presentation as "Equity in earnings (loss) of unconsolidated equity affiliates." The variance explanations for 2004 compared to 2003 are based on as reported amounts. Entergy's as reported consolidated results for 2004 and the amounts included in those consolidated results for Entergy New Orleans, which exclude inter-company items, are set forth in the table below.

       

    For the Year Ended
    December 31, 2004

      

     

    Entergy
    Corporation
    and
    Subsidiaries
    (as reported)

     


    Amounts required
    to deconsolidate
    Entergy New
    Orleans in 2004 *

     

     

    (In Thousands)

             

    Operating Revenues

     

    $9,685,521 

     

    ($435,194)

    Operating Expenses:

           

       Fuel, fuel-related expenses, and gas purchased for
          resale and purchased power

     

    4,189,818 

     

    (206,240)

      Other operation and maintenance

     

    2,268,332 

     

    (102,451)

      Taxes other than income taxes

     

    403,635 

     

    (43,577)

      Depreciation and amortization

     

    893,574 

     

    (29,657)

      Other regulatory credits - net

     

    (90,611)

     

    4,670 

      Other operating expenses

     

    370,601 

     

    Total Operating Expenses

     

    $8,035,349 

     

    ($377,255)

    Other Income

     

    $125,999 

     

    ($2,044)

    Interest and Other Charges

     

    $477,776 

     

    ($15,043)

    Income from Continuing Operations Before Income Taxes and Cumulative Effect of Accounting Changes

     


    $1,298,395 

     


    ($17,833)

    Income Taxes

     

    $365,305 

     

    ($16,868)

    Consolidated Net Income

     

    $933,049 

     

    ($965)

    Preferred Dividend Requirements and Other

     

    $23,525 

     

    ($965)

    *

    Reflects the entry necessary to deconsolidate Entergy New Orleans for 2004. The column includes intercompany eliminations.

    Results of Operations

    Earnings applicable to common stock for the years ended December 31, 2005, 2004, and 2003 by operating segment are as follows:

    Operating Segment

     

    2005

     

    2004

     

    2003

     

     

    (In Thousands)

     

     

     

     

     

     

     

    U.S. Utility

     

    $659,760 

     

    $643,408 

     

    $469,050 

    Non-Utility Nuclear

     

    282,623 

     

    245,029 

     

    300,799 

    Parent Company & Other Business Segments

     

    (44,052)

     

    21,087 

     

    157,094 

        Total

     

    $898,331 

     

    $909,524 

     

    $926,943 

    Following is a discussion of Entergy's income before taxes according to the business segments listed above. Earnings for 2005 were negatively affected by $44.8 million net-of-tax of discontinued operations due to the planned sale of the retail electric portion of Entergy's Competitive Retail Services business operating in the ERCOT region of Texas. This amount includes a net charge of $25.8 million, net-of-tax, related to the impairment reserve for the remaining net book value of the Competitive Retail Services business' information technology systems.

    Earnings for 2004 include a $97 million tax benefit that resulted from the sale of preferred stock and less than 1% of the common stock in a subsidiary in the non-nuclear wholesale assets business; and a $36 million net-of-tax impairment charge in the non-nuclear wholesale assets business, both of which are discussed below.

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

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

    U.S. UTILITY

    The increase in earnings for the U.S. Utility from $643 million in 2004 to $660 million in 2005 was primarily due to higher net revenue and lower depreciation and amortization expenses, partially offset by lower other income, including equity in earnings of unconsolidated equity affiliates related to Entergy New Orleans, and higher taxes other than income taxes.

    The increase in earnings for the U.S. Utility from $469 million in 2003 to $643 million in 2004 was primarily due to the following:

  • the $107.7 million ($65.6 million net-of-tax) accrual in 2003 of the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. Refer to Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs;
  • lower other operation and maintenance expenses primarily due to $99.8 million ($70.1 million net-of-tax) of charges recorded in 2003 in connection with the voluntary severance program;
  • the $21.3 million net-of-tax cumulative effect of a change in accounting principle that reduced earnings at Entergy Gulf States in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - Nuclear Decommissioning Costs" below for discussion of the implementation of SFAS 143;
  • miscellaneous other income of $27.7 million (pre-tax) in 2004 resulting from a revision of the decommissioning liability for River Bend, as discussed in Note 8 to the consolidated financial statements;
  • higher net revenue; and
  • lower interest charges.
  • Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2005 to 2004.

       

    Amount

       

    (In Millions)

         

    2004 net revenue

     

    $4,010.3 

    Price applied to unbilled sales

     

    40.8 

    Rate refund provisions

     

    36.4 

    Volume/weather

     

    3.6 

    2004 deferrals

     

    (15.2)

    Other

     

    (0.5)

    2005 net revenue

     

    $4,075.4 

    The price applied to unbilled sales variance resulted primarily from an increase in the fuel cost component included in the price applied to unbilled sales. The increase in the fuel cost component is attributable to an increase in the market prices of natural gas and purchased power. See "Critical Accounting Estimates - Unbilled Revenue" and Note 1 to the consolidated financial statements for further discussion of the accounting for unbilled revenues.

    The rate refund provisions variance is due primarily to accruals recorded in 2004 for potential rate action at Entergy Gulf States and Entergy Louisiana.

    The volume/weather variance includes the effect of more favorable weather in 2005 compared to 2004 substantially offset by a decrease in weather-adjusted usage due to the effects of Hurricanes Katrina and Rita and a decrease in usage during the unbilled sales period. See "Critical Accounting Estimates - Unbilled Revenue" and Note 1 to the consolidated financial statements for further discussion of the accounting for unbilled revenues.

    The 2004 deferrals variance is due to the deferrals related to Entergy's voluntary severance program, in accordance with a stipulation with the LPSC staff. The deferrals are being amortized over a four-year period effective January 2004.

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

    Gross operating revenues include an increase in fuel cost recovery revenues of $586.3 million resulting from increases in the market prices of purchased power and natural gas. As such, this revenue increase is offset by increased fuel and purchased power expenses. The price applied to unbilled sales and the rate refund provisions variances, discussed above, and an increase in gross wholesale revenue also contributed to the increase in gross operating revenues. Gross wholesale revenues increased $84.2 million primarily due to an increase in the average price of energy available for resale.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits decreased primarily due to the following:

  • $32.4 million due to the over-recovery of costs through the power management recovery rider at Entergy Mississippi as a result of gains recorded on gas hedging contracts; and
  • $22.6 million due to the over-recovery of Grand Gulf costs through Grand Gulf riders at Entergy Arkansas and Entergy Mississippi.
  • The decrease is partially offset by $24.8 million of higher deferrals of capacity charges that are not currently recovered through base rates but are expected to be recovered in the future. See Note 2 to the consolidated financial statements for a discussion of the formula rate plan filings that will be effective in 2006 for the 2005 test year for Entergy Louisiana and the Louisiana jurisdiction of Entergy Gulf States.

    2004 Compared to 2003

    Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $4,214.5 

    Volume/weather

     

    68.3 

    Summer capacity charges

     

    17.4 

    Base rates

     

    10.6 

    Deferred fuel cost revisions

     

    (46.3)

    Price applied to unbilled sales

     

    (19.3)

    Other

     

    (1.2)

    2004 net revenue

     

    $4,244.0 

    The volume/weather variance resulted primarily from increased usage, partially offset by the effect of milder weather on sales during 2004 compared to 2003. Billed usage increased a total of 2,261 GWh in the industrial and commercial sectors.

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

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

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

    The price applied to unbilled sales variance resulted from a decrease in fuel price in 2004 caused primarily by the effect of nuclear plant outages in 2003 on average fuel costs. See "Critical Accounting Estimates - Unbilled Revenue" and Note 1 to the consolidated financial statements for further discussion of the accounting for unbilled revenues.

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

    Gross operating revenues include an increase in fuel cost recovery revenues of $475 million and $18 million in electric and gas sales, respectively, primarily due to higher fuel rates in 2004 resulting from increases in the market prices of purchased power and natural gas. As such, this revenue increase is offset by increased fuel and purchased power expenses.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits increased primarily due to the following:

  • cessation of the Grand Gulf Accelerated Recovery Tariff that was suspended in July 2003;
  • the amortization in 2003 of deferred capacity charges for summer 2001 power purchases at Entergy Gulf States and Entergy Louisiana;
  • the deferral in 2004 of $14.3 million of capacity charges related to generation resource planning as allowed by the LPSC;
  • the deferral in 2004 by Entergy Louisiana of $11.4 million related to the voluntary severance program, in accordance with a proposed stipulation entered into with the LPSC staff; and
  • the deferral in August 2004 of $7.5 million of fossil plant maintenance and voluntary severance program costs at Entergy New Orleans as a result of a stipulation approved by the City Council.
  • Other Income Statement Variances

    2005 Compared to 2004

    Other operation and maintenance expenses increased slightly from $1.467 billion in 2004 to $1.471 billion in 2005. The variance includes the following:

  • an increase of $9.5 million in nuclear expenses for contract and material costs associated with maintenance outages and nuclear refueling outage pre-work;
  • an increase of $9.5 million in miscellaneous regulatory reserves;
  • an increase of $7.6 million in storm reserves (unrelated to Hurricanes Katrina and Rita);
  • an increase of $5.1 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies;
  • an increase of $4.7 million in payroll and benefits costs which includes higher pension and post-retirement benefit costs substantially offset by incentive compensation true-ups;
  • a decrease of $18.2 million due to a shift in labor and material costs from normal maintenance work to storm restoration work; and
  • a decrease of $15.7 million related to proceeds received from the radwaste settlement, which is discussed further in "Significant Factors and Known Trends - Central States Compact Claim."
  • Taxes other than income taxes increased from $300.7 million in 2004 to $321.9 million in 2005 primarily due to higher employment taxes and higher assessed values for ad valorem tax purposes in 2005.

    Depreciation and amortization expenses decreased from $794.1 million in 2004 to $783.8 million in 2005 primarily due to a change in the depreciation rate for Waterford 3 as approved by the LPSC effective April 2005.

    Other income decreased from $134 million in 2004 to $111.2 million in 2005 primarily due to:

  • a revision in 2004 to the estimated decommissioning cost liability for River Bend in accordance with a new decommissioning cost study that reflected a life extension for the plant. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million;
  • a decrease of $26.3 million in Entergy New Orleans earnings, which is now reported as an unconsolidated equity affiliate for 2005 in the "Equity in earnings (loss) of unconsolidated equity affiliates" line on the Income Statement. The decrease in Entergy New Orleans' earnings is primarily a result of lower net revenue and higher depreciation and amortization expenses, partially offset by lower other operation and maintenance expenses and lower interest charges; and
  • a decrease of $10.1 million at Entergy Gulf States due to a reduction in 2004 in the loss provision for an environmental clean-up site.
  • The decrease was partially offset by an increase of $35.3 million in interest and dividend income due to both the proceeds from the radwaste settlement, which is discussed further in "Significant Factors and Known Trends - Central States Compact Claim," and increased interest on temporary cash investments.

    2004 Compared to 2003

    Other operation and maintenance expenses decreased from $1.613 billion in 2003 to $1.569 billion in 2004 primarily due to voluntary severance program accruals of $99.8 million in 2003 partially offset by an increase of $30.5 million as a result of higher customer service support costs in 2004 and an increase of approximately $33 million as a result of higher benefits costs in 2004. See "Critical Accounting Estimates - Pension and Other Retirement Benefits" and Note 10 to the consolidated financial statements for further discussion of benefit costs.

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

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

  • the $107.7 million accrual in the second quarter of 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs;
  • a reduction in the decommissioning liability for River Bend in 2004, as discussed in Note 8 to the consolidated financial statements; and
  • a $10 million reduction in the loss provision for an Entergy Gulf States environmental clean-up site.
  • Interest on long-term debt decreased from $433.5 million in 2003 to $390.7 million in 2004 primarily due to the net retirement and refinancing of long-term debt in 2003 and the first six months of 2004. See Note 5 to the consolidated financial statements for details on long-term debt.

    NON-UTILITY NUCLEAR

    Following are key performance measures for Non-Utility Nuclear:

     

    2005

     

    2004

     

    2003

     

     

     

     

     

     

    Net MW in operation at December 31

    4,105

     

    4,058

     

    4,001

    Average realized price per MWh

    $42.39

     

    $41.26

     

    $39.38

    Generation in GWh for the year

    33,539

     

    32,524

     

    32,379

    Capacity factor for the year

    93%

     

    92%

     

    92%

    2005 Compared to 2004

    The increase in earnings for Non-Utility Nuclear from $245 million in 2004 to $282.6 million in 2005 was primarily due to the following:

  • higher revenues, which increased from $1.342 billion in 2004 to $1.422 billion in 2005, primarily resulting from higher pricing in its contracts to sell power. Also contributing to the increase in revenues was increased generation in 2005 due to power uprates at several plants completed in 2004 and 2005 and fewer planned and unplanned outages in 2005; and
  • miscellaneous income of $15.8 million net-of-tax resulting from a reduction in the decommissioning liability for a plant in 2005, as discussed in Note 8 to the consolidated financial statements.
  • The increase in earnings was partially offset by the following:

  • higher fuel and purchased power expenses, which increased from $125.7 million in 2004 to $147.9 million in 2005; and
  • miscellaneous income of $11.9 million net-of-tax resulting from a reduction in the decommissioning liability for a plant in 2004, as discussed in Note 8 to the consolidated financial statements.
  • 2004 Compared to 2003

    The decrease in earnings for Non-Utility Nuclear from $300.8 million in 2003 to $245 million in 2004 was primarily due to the $154.5 million net-of-tax cumulative effect of a change in accounting principle that increased earnings in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - Nuclear Decommissioning Costs" below for discussion of the implementation of SFAS 143. Earnings before the cumulative effect of accounting change increased by $98.7 million primarily due to the following:

  • lower operation and maintenance expenses, which decreased from $681.8 million in 2003 to $595.7 million in 2004, primarily resulting from charges recorded in 2003 in connection with the voluntary severance program;
  • higher revenues, which increased from $1.275 billion in 2003 to $1.342 billion in 2004, primarily resulting from higher contract pricing. The addition of a support services contract for the Cooper Nuclear Station and increased generation in 2004 due to power uprates completed in 2003 and fewer planned and unplanned outages in 2004 also contributed to the higher revenues; and
  • miscellaneous income of $11.9 million net-of-tax resulting from a reduction in the decommissioning liability for a plant, as discussed in Note 8 to the consolidated financial statements.
  • Partially offsetting this increase were the following:

  • higher income taxes, which increased from $88.6 million in 2003 to $142.6 million in 2004; and
  • higher depreciation expense, which increased from $34.3 million in 2003 to $48.9 million in 2004, due to additions to plant in service.
  •  

    PARENT COMPANY & OTHER BUSINESS SEGMENTS

    Sales of Entergy-Koch Businesses

    In the fourth quarter of 2004, Entergy-Koch sold its energy trading and pipeline businesses to third parties. Entergy-Koch will continue in existence pending final receipt of the purchase price. In 2004, Entergy received $862 million of the sales proceeds in the form of a cash distribution by Entergy-Koch. Entergy ultimately expects to receive total net cash distributions exceeding $1 billion. Entergy expects to record an approximate $60 million net-of-tax gain when the remainder of the proceeds are received in 2006.

    Entergy Corporation has guaranteed up to 50% of Entergy-Koch's indemnification obligations to the purchasers. However, Entergy does not expect any material claims under these indemnification obligations.

     

    Results of Operations

    2005 Compared to 2004

    The decrease in earnings for Parent Company & Other Business Segments from $21.1 million in earnings to a $44.1 million loss was primarily due to the following:

  • a tax benefit resulting from the sale in December 2004 of preferred stock and less than 1% of the common stock of Entergy Asset Management, an Entergy subsidiary. An Entergy subsidiary sold the stock to a third party for $29.75 million. The sale resulted in a capital loss for tax purposes of $370 million, producing a net tax benefit of $97 million that Entergy recorded in the fourth quarter of 2004; and
  • a loss from discontinued operations of $44.8 million net-of-tax due to the planned divestiture of Entergy's Competitive Retail Services retail electric business in the ERCOT region of Texas. This amount includes a net charge of $39.8 million ($25.8 million net-of-tax), related to the impairment reserve for the remaining net book value of the Competitive Retail Services business' information technology systems.
  • These decreases were partially offset by the following:

  • a charge recorded in 2004 of approximately $55 million ($36 million net-of-tax) as a result of an impairment of the value of the Warren Power plant, which is owned in the non-nuclear wholesale assets business. Entergy concluded that the plant is impaired based on valuation studies prepared in connection with the Entergy Asset Management stock sale discussed above;
  • a loss of $46.4 million in 2004 from Entergy's investment in Entergy-Koch, primarily resulting from Entergy-Koch's trading business reporting a loss from its operations in 2004; and
  • miscellaneous income from proceeds of $18.9 million from the sale of SO2 allowances.
  • 2004 Compared to 2003

    The decrease in earnings for Parent Company & Other Business Segments from $157.1 million to $21.1 million was primarily due to:

  • earnings from Entergy's investment in Entergy-Koch were $254 million lower in 2004, primarily as a result of Entergy-Koch's trading business reporting a loss from its operations in 2004; and
  • a charge recorded in 2004 of approximately $55 million ($36 million net-of-tax) as a result of an impairment of the value of the Warren Power plant, which is owned in the non-nuclear wholesale assets business. Entergy concluded that the plant is impaired based on valuation studies prepared in connection with the Entergy Asset Management stock sale discussed below.
  • Partially offsetting the decrease in earnings was the following:

  • a tax benefit resulting from the sale of preferred stock and less than 1% of the common stock of Entergy Asset Management, an Entergy subsidiary. In December 2004, an Entergy subsidiary sold the stock to a third party for $29.75 million. The sale resulted in a capital loss for tax purposes of $370 million, producing a net tax benefit of $97 million that Entergy recorded in the fourth quarter of 2004;
  • realization of $16.7 million of tax benefits related to the Entergy-Koch investment; and
  • a loss from discontinued operations of $14.4 million net-of-tax in 2003 from Entergy's Competitive Retail Services business.
  • Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 36.7%, 28.2%, and 37.9%, respectively. See Note 3 to the consolidated financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rates. The lower effective income tax rate in 2004 is primarily due to the tax benefits resulting from the Entergy Asset Management stock sale discussed above.

    Liquidity and Capital Resources

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

    Liquidity Effects of Hurricane Katrina and Hurricane Rita

    As discussed above, Hurricanes Katrina and Rita impacted Entergy's service territory. In addition to the direct costs caused by the storms, Hurricanes Katrina and Rita have had other impacts that have affected the U.S. Utility's liquidity position. The Entergy New Orleans bankruptcy caused fuel and power suppliers to increase their scrutiny of the remaining domestic utility companies with the concern that one of them could suffer similar impacts, particularly after Hurricane Rita. As a result, some suppliers began requiring accelerated payments and decreased credit lines. In addition, the hurricanes damaged certain gas supply lines, thereby decreasing the number of potential suppliers. The hurricanes also exacerbated a market run-up in natural gas and power prices, thereby increasing the U.S. Utility's ongoing costs, which consumed available credit lines more quickly and in some instances required the posting of additional collateral. The U.S. Utility managed through these events thus far, adequately supplied the Entergy System with fuel and power, and as a result of steps taken by it regarding its storm costs expects to have adequate liquidity and credit to continue supplying the Entergy System with fuel and power. The Non-Utility Nuclear business also has had to post increased collateral (principally in the form of Entergy Corporation guarantees) due to rising fuel and power prices, and it has had adequate liquidity to meet that demand.

    After the hurricanes, Entergy implemented a new financing plan that sourced $2.5 billion through a combination of debt and equity units intended to provide adequate liquidity and capital resources to Entergy and its subsidiaries while storm restoration cost recovery is pursued. In addition, the plan is intended to provide adequate liquidity and capital resources to support Non-Utility Nuclear and the Competitive Retail Services business. The plan, which Entergy accomplished primarily in the fourth quarter 2005, included 1) increasing Entergy's credit revolver capacity by establishing a new $1.5 billion Entergy Corporation facility; 2) issuing $0.5 billion of equity units; 3) issuing approximately $0.5 billion of new debt at various utility operating companies; and 4) providing capital in the amount of $300 million from Entergy Corporation to Entergy Gulf States.

    Debtor-in-Possession Credit Agreement

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. On December 9, 2005, the bankruptcy court issued its final order approving the DIP Credit Agreement. The indenture trustee of Entergy New Orleans' first mortgage bonds appealed the final order, and that appeal is pending. Subsequent to the indenture trustee filing its notice of appeal, Entergy New Orleans, Entergy Corporation, and the indenture trustee filed with the bankruptcy court a motion to approve a settlement among the parties. The settlement would result in the dismissal of the indenture trustee's appeal. The settlement is set for hearing in the bankruptcy court on March 22, 2006.

    The credit facility provides for up to $200 million in loans. These funds were requested to enable Entergy New Orleans to meet its liquidity needs, including employee wages and benefits and payments under power purchase and gas supply agreements, and to continue its efforts to repair and restore the facilities needed to serve its electric and gas customers. The facility enables Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. As of December 31, 2005, Entergy New Orleans had $90 million of outstanding borrowings under the DIP credit agreement. Management currently expects the bankruptcy court-authorized funding level to be sufficient to fund Entergy New Orleans' expected level of operations through 2006.

    Borrowings under the DIP credit agreement are due in full, and the agreement will terminate, at the earliest of (i) August 23, 2006, or such later date as Entergy Corporation shall agree to in its sole discretion, (ii) the acceleration of the loans and the termination of the DIP credit agreement in accordance with its terms, (iii) the date of the closing of a sale of all or substantially all of Entergy New Orleans' assets pursuant to section 363 of the United States Bankruptcy Code or a confirmed plan of reorganization, or (iv) the effective date of a plan of reorganization in Entergy New Orleans' bankruptcy case.

    As security for Entergy Corporation as the lender, the terms of the December 9, 2005 bankruptcy court order provide that all borrowings by Entergy New Orleans under the DIP Credit Agreement are: (i) entitled to superpriority administrative claim status pursuant to section 364(c)(1) of the Bankruptcy Code; (ii) secured by a perfected first priority lien on all property of Entergy New Orleans pursuant to sections 364(c)(2) and 364(d) of the Bankruptcy Code, except on any property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens of the lender on Entergy New Orleans' $15 million credit facility; and (iii) secured by a perfected junior lien pursuant to section 364(c)(3) of the Bankruptcy Code on all property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens in favor of the lender on Entergy New Orleans' $15 million credit facility that existed as of the date Entergy New Orleans filed its bankruptcy petition.

    The interest rate on borrowings under the DIP credit agreement will be the average interest rate of borrowings outstanding under Entergy Corporation's $2 billion revolving credit facility, which was approximately 4.7% per annum at December 31, 2005.

    Capital Structure

    Entergy's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital percentage from 2004 to 2005 is the result of increased debt outstanding due to additional borrowings on Entergy Corporation's $2 billion revolving credit facility, additional debt issuances, including Entergy Corporation's equity units issuance, along with a decrease in shareholders' equity, primarily due to repurchases of common stock.

     

     

    2005

     

    2004

     

    2003

     

     

     

     

     

     

     

    Net debt to net capital at the end of the year

     

    51.5%

     

    45.3%

     

    45.9%

    Effect of subtracting cash from debt

     

    1.6%

     

    2.1%

     

    1.6%

    Debt to capital at the end of the year

     

    53.1%

     

    47.4%

     

    47.5%

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

    Long-term debt, including the currently maturing portion, makes up substantially all of Entergy's total debt outstanding. Following are Entergy's long-term debt principal maturities as of December 31, 2005 by operating segment. The figures below include principal payments on the Entergy Louisiana and System Energy sale-leaseback transactions, which are included in long-term debt on the balance sheet.

     

    Long-term debt maturities

     

    2006

     

    2007

     

    2008

     

    2009-2010

     

    after 2010

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

    U.S. Utility

     

    $23

     

    $93

     

    $802

     

    $746

     

    $4,705

    Non-Utility Nuclear

     

    81

     

    80

     

    20

     

    42

     

    151

    Parent Company and Other
        Business Segments

     


    -

     


    -

     


    272

     


    1,327

     


    586

    Total

     

    $104

     

    $173

     

    $1,094

     

    $2,115

     

    $5,442

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

    In May 2005, Entergy Corporation terminated its two separate, revolving credit facilities, a $500 million five-year credit facility and a $965 million three-year credit facility. At that time, Entergy Corporation entered into a $2 billion five-year revolving credit facility, which expires in May 2010. As of December 31, 2005, $785 million in borrowings were outstanding on this facility.

    In December 2005, Entergy Corporation entered into a $1.5 billion three-year revolving credit facility, which expires in December 2008. As of December 31, 2005, no borrowings were outstanding on this facility.

    Entergy also has the ability to issue letters of credit against the total borrowing capacity of both the three-year and the five-year credit facilities, and $239.5 million of letters of credit had been issued against the five-year facility at December 31, 2005.

    Following is a summary of the borrowings outstanding and capacity available under these facilities as of December 31, 2005.


    Facility

     


    Capacity

     


    Borrowings

     

    Letters
    of Credit

     

    Capacity
    Available

        (In Millions)
                     

    5-Year Facility

     

    $2,000 

     

    $785 

     

    $240 

     

       $975

    3-Year Facility

     

    $1,500 

     

        $- 

     

       $-  

     

    $1,500

    Entergy Corporation's credit facilities require it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy fails to meet this debt ratio, or if Entergy or the domestic utility companies (other than Entergy New Orleans) default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the credit facilities' maturity dates may occur.

    Capital lease obligations, including nuclear fuel leases, are a minimal part of Entergy's overall capital structure, and are discussed further in Note 9 to the consolidated financial statements. Following are Entergy's payment obligations under those leases:

     

    2006

     

    2007

     

    2008

     

    2009-2010

     

    after 2010

     

    (In Millions)

    Capital lease payments, including nuclear fuel leases


    $133

     


    $171

     


    $1

     


    $-

     


    $2

    Notes payable includes borrowings outstanding on credit facilities with original maturities of less than one year. Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each have 364-day credit facilities available as follows:


    Company

     


    Expiration Date

     

    Amount of
    Facility

     

    Amount Drawn as of
    Dec. 31, 2005

     

     

     

     

     

     

     

    Entergy Arkansas

     

    April 2006

     

    $85 million (a)

     

    -

    Entergy Louisiana

     

    April 2006

     

    $85 million (a)

     

    $40 million

    Entergy Louisiana

     

    May 2006

     

    $15 million (b)

     

    -

    Entergy Mississippi

     

    May 2006

     

    $25 million

     

    -

    (a)

    The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million. Entergy Louisiana granted a security interest in its receivables to secure its $85 million facility.

    (b)

    The combined amount borrowed by Entergy Louisiana under its $15 million facility and by Entergy New Orleans under a $15 million facility that it has with the same lender cannot exceed $15 million at any one time. Because Entergy New Orleans' facility is fully drawn, no capacity is currently available on Entergy Louisiana's facility.

    Operating Lease Obligations and Guarantees of Unconsolidated Obligations

    Entergy has a minimal amount of operating lease obligations and guarantees in support of unconsolidated obligations. Entergy's guarantees in support of unconsolidated obligations are not likely to have a material effect on Entergy's financial condition or results of operations. Following are Entergy's payment obligations as of December 31, 2005 on non-cancelable operating leases with a term over one year:

     

    2006

     

    2007

     

    2008

     

    2009-2010

     

    after 2010

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

    Operating lease payments

    $95

     

    $77

     

    $63

     

    $88

     

    $196

    The operating leases are discussed more thoroughly in Note 9 to the consolidated financial statements.

    Summary of Contractual Obligations of Consolidated Entities

    Contractual Obligations

     

    2006

     

    2007-2008

     

    2009-2010

     

    after 2010

     

    Total

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

    Long-term debt (1)

     

    $104

     

    $1,267

     

    $2,115

     

    $5,442

     

    $8,928

    Capital lease payments (2)

     

    $133

     

    $172

     

    $-

     

    $2

     

    $307

    Operating leases (2)

     

    $95

     

    $140

     

    $88

     

    $196

     

    $519

    Purchase obligations (3)

     

    $1,012

     

    $1,507

     

    $1,109

     

    $643

     

    $4,271

    (1)

    Long-term debt is discussed in Note 5 to the consolidated financial statements.

    (2)

    Capital lease payments include nuclear fuel leases. Lease obligations are discussed in Note 9 to the consolidated financial statements.

    (3)

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

    In addition to these contractual obligations, Entergy expects to contribute $349 million to its pension plans and $60 million to other postretirement plans in 2006. $109 million of the pension plan contribution was made in January 2006. $107 million of this contribution was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act.

    Capital Funds Agreement

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

  • maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);
  • permit the continued commercial operation of Grand Gulf;
  • pay in full all System Energy indebtedness for borrowed money when due; and
  • enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.
  • Capital Expenditure Plans and Other Uses of Capital

    Following are the amounts of Entergy's planned construction and other capital investments by operating segment for 2006 through 2008, excluding Entergy New Orleans:

    Planned construction and capital investments

     

    2006

     

    2007

     

    2008

     

     

     

    (In Millions)

     

     

      

     

      

     

      

     

    Maintenance Capital:

     

     

     

     

     

     

     

    U.S. Utility

     

    $604

     

    $713

     

    $719

     

    Non-Utility Nuclear

     

    62

     

    64

     

    50

     

    Parent and Other

     

    2

     

    2

     

    2

     

     

     

    668

     

    779

     

    771

    Capital Commitments:

     

     

     

     

     

     

     

    U.S. Utility

     

    277

     

    203

     

    301

     

    Non-Utility Nuclear

     

    143

     

    96

     

    86

     

    Parent and Other

     

    6

     

    6

     

    5

     

     

     

    426

     

    305

     

    392

    Total

     

    $1,094

    $1,084

    $1,163

    In addition to the planned spending in the table above, the U.S. Utility, excluding Entergy New Orleans, also expects to pay for $310 million of capital investments in 2006 related to Hurricane Katrina and Rita restoration work that have been accrued as of December 31, 2005. Entergy New Orleans' planned capital expenditures for the years 2006-2008 total $93 million, and Entergy New Orleans expects to pay for $46 million of capital investments in 2006 related to Hurricane Katrina and Rita restoration work that have been accrued as of December 31, 2005.

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

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

  • Transmission expansion designed to address immediate load growth needs and to provide improved transmission flexibility for the southeastern Louisiana and Texas regions of Entergy's service territory.
  • Purchase of additional generation supply sources within the U.S. Utility's service territory, including Entergy Mississippi's January 2006 purchase of the 480 MW, natural gas-fired Attala power plant.
  • Nuclear site dry cask spent fuel storage and license renewals.
  • From time to time, Entergy considers other capital investments as potentially being necessary or desirable in the future, including additional nuclear plant power uprates, generation supply assets, various transmission upgrades, environmental compliance expenditures, or investments in new businesses or assets. Because no contractual obligation, commitment, or Boardapproval exists to pursue these investments, they are not included in Entergy's planned construction and capital investments. These potential investments are also subject to evaluation and approval in accordance with Entergy's policies before amounts may be spent. In addition, Entergy's capital spending plans do not include spending for transmission upgrades requested by merchant generators, other than projects currently underway.

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

    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 2006 meeting, the Board declared a dividend of $0.54 per share. In 2005, Entergy paid approximately $453.5 million in cash dividends on its common stock.

    In accordance with Entergy's stock-based compensation plan, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According to the plan, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In addition to this authority, the Board approved a program under which Entergy was authorized to repurchase up to $1.5 billion of its common stock through 2006. The amount of repurchases under the program may vary as a result of material changes in business results or capital spending, or as a result of material new investment opportunities. As a result of Hurricanes Katrina and Rita, the $1.5 billion share repurchase program was suspended, and the Board has extended authorization for completion of the plan through 2008. Entergy has $400 million of authority remaining under the $1.5 billion plan. In 2005, Entergy repurchased 12,280,500 shares of common stock under both programs for a total purchase price of $878.2 million.

    Sources of Capital

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

  • internally generated funds;
  • cash on hand ($582.8 million as of December 31, 2005);
  • securities issuances;
  • bank financing under new or existing facilities; and
  • sales of assets.
  • The majority of Entergy's internally generated funds come from the U.S. Utility. Circumstances such as weather patterns, price fluctuations, and unanticipated expenses, including unscheduled plant outages and storms, could affect the level of internally generated funds in the future. In the following section, Entergy's cash flow activity for the previous three years is discussed.

    Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2005, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $396.4 million and $68.5 million, respectively. All debt and common and preferred stock issuances by the domestic utility companies and System Energy require prior regulatory approval and their preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. The domestic utility companies and System Energy have sufficient capacity under these tests to meet foreseeable capital needs.

    After the repeal of PUHCA 1935, effective February 8, 2006, the FERC, under the Federal Power Act, and not the SEC, has jurisdiction over authorizing securities issuances by the domestic utility companies and System Energy (except securities with maturities longer than one year issued by (a) Entergy Arkansas which are subject to the jurisdiction of the APSC and (b) Entergy New Orleans which are currently subject to the jurisdiction of the bankruptcy court). Under PUHCA 2005 and the Federal Power Act, no approvals are necessary for Entergy Corporation to issue securities. Under a savings provision in PUHCA 2005, each of the domestic utility companies and System Energy may rely on the financing authority in its existing PUHCA 1935 SEC order or orders through December 31, 2007 or until the SEC authority is superceded by FERC authorization. The FERC has issued an order ("FERC Short-Term Order") approving the short-term borrowing limits of the domestic utility companies (except Entergy New Orleans) and System Energy through March 31, 2008. Entergy New Orleans may rely on existing SEC PUHCA 1935 orders for its short-term financing authority, subject to bankruptcy court approval. In addition to borrowings from commercial banks, the FERC Short-Term Order authorized the domestic utility companies (except Entergy New Orleans which is authorized by an SEC PUHCA 1935 order) and System Energy to continue as participants in the Entergy System money pool through February 8, 2007. Entergy Gulf States and Entergy Louisiana, LLC have obtained long-term financing authorization from the FERC. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external short-term borrowings combined may not exceed authorized limits. As of December 31, 2005, Entergy's subsidiaries' aggregate money pool and external short-term borrowings authorized limit was $2.0 billion, the aggregate outstanding borrowing from the money pool was $379.7 million, and Entergy's subsidiaries' outstanding short-term borrowing from external sources was $40 million. To the extent that the domestic utility companies and System Energy wish to rely on SEC financing orders under PUHCA 1935 there are capitalization and investment grade ratings conditions that must be satisfied in connection with security issuances, other than money pool borrowings. See Note 4 to the consolidated financial statements for further discussion of Entergy's short-term borrowing limits.

    Cash Flow Activity

    As shown in Entergy's Statements of Cash Flows, cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

         

    2005

     

    2004

     

    2003

         

    (In Millions)

                   

    Cash and cash equivalents at beginning of period

     

    $620 

     

    $507 

     

    $1,335 

                 

    Effect of deconsolidating Entergy New Orleans in 2005

     

    (8)

     

     

                   

    Cash flow provided by (used in):

               
     

    Operating activities

     

     1,468 

     

    2,929 

     

    2,006 

     

    Investing activities

     

    (1,992)

     

    (1,143)

     

    (1,968)

     

    Financing activities

     

    496 

     

    (1,672)

     

    (869)

    Effect of exchange rates on cash and cash equivalents

     

    (1)

     

    (1)

     

     

    Net increase (decrease) in cash and cash equivalents

     

    (29)

     

    113 

     

    (828)

                   

    Cash and cash equivalents at end of period

     

    $583 

     

    $620 

     

    $507 

    Operating Cash Flow Activity

    2005 Compared to 2004

    Entergy's cash flow provided by operating activities decreased in 2005 primarily due to the following:

  • The U.S. Utility provided $964 million in cash from operating activities compared to providing $2,208 million in 2004. The decrease resulted primarily from restoration spending and lost net revenue caused by Hurricanes Katrina and Rita. Changes in the timing of fuel cost recovery compared to the prior period due to higher natural gas prices, which caused an increase in deferred fuel cost balances, also contributed to the decrease in cash from operating activities. Also contributing to the decrease in the U.S. Utility segment were increases in income tax payments and in pension plan contributions, and a $90 million refund to customers in the Louisiana jurisdiction made as a result of an LPSC-approved settlement.
  • Entergy received dividends from Entergy-Koch of $529 million in 2004 and did not receive any dividends from Entergy-Koch in 2005.
  • Offsetting the decreases in those two businesses, the Non-Utility Nuclear business provided $551 million in cash from operating activities compared to providing $415 million in 2004. The increase resulted primarily from lower intercompany income tax payments and increases in generation and contract pricing that led to an increase in revenues.
  • 2004 Compared to 2003

    Entergy's cash flow provided by operating activities increased in 2004 primarily due to the following:

  • The U.S. Utility provided $2,208 million in cash from operating activities compared to providing $1,675 million in 2003. The increase resulted primarily from the receipt of intercompany income tax refunds from the parent company, Entergy Corporation. Income tax refunds/payments contributed approximately $400 million of the increase in cash from operating activities in 2004. Improved recovery of fuel costs and a reduction in interest paid also contributed to the increase in 2004.
  • The Non-Utility Nuclear business provided $415 million in cash from operating activities compared to providing $183 million in 2003. The increase resulted primarily from lower intercompany income tax payments and increases in generation and contract pricing that led to an increase in revenues.
  • Entergy's investment in Entergy-Koch, LP provided $526 million in cash from operating activities compared to using $41 million in 2003. Entergy received dividends from Entergy-Koch of $529 million in 2004 compared to $100 million in 2003. In addition, tax payments related to the investment were higher in 2003 because the investment had higher net income in 2003.
  • The non-nuclear wholesale asset business used $46 million in cash from operating activities compared to using $70 million in 2003. The decrease in cash used resulted primarily from a one-time $33 million payment in 2003 related to a generation contract in the non-nuclear wholesale assets business.
  • The parent company, Entergy Corporation, used $146 million in cash from operating activities in 2004 compared to providing $209 million in 2003 primarily due to higher intercompany income tax payments.
  • In 2003, the domestic utility companies and System Energy filed, with the IRS, notification of a change in tax accounting method for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $2.8 billion deduction on Entergy's 2003 income tax return.  There was no tax cash benefit from the method change in 2003.  In addition, on a consolidated basis, no cash tax benefit was realized in 2004 or 2005. The Internal Revenue Service has issued new proposed regulations effective in 2005 that may preclude a significant portion of the benefit of this tax accounting method change.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  This new method is also subject to IRS scrutiny.

    In 2005, Non-Utility Nuclear changed its method of accounting for income tax purposes related to its wholesale electric power contracts.  The adjustment placing these companies on the new mark-to-market methodology is expected to result in a $3.8 billion deduction on Entergy's 2005 income tax return.  The election did not reduce book income tax expense.  This deduction is expected to reverse over the next four years.  The timing of the reversal of this deduction depends on several variables, including the price of power.  On a consolidated basis, it is estimated that there was a $7 million cash tax benefit from the method change in 2005.

    In August of 2005, the Energy Policy Act of 2005 was enacted.  This Act contains provisions that enable the full accumulation of nuclear decommissioning funds on a tax deductible basis, shortens the depreciation recovery period for certain transmission capital expenditures, provides a production credit for electricity generated by new nuclear plants, and expands the net operating loss carry-back period to five years for 2003, 2004, and 2005 losses to the extent of 20% of transmission capital expenditures incurred in 2005, 2006, and 2007. 

    In December of 2005, the Gulf Opportunity Zone Act of 2005 was enacted.  The Act contains provisions that allow a public utility incurring a net operating loss as a result of Hurricane Katrina to carry back the casualty loss portion of the net operating loss ten years to offset previously taxed income.  The Act also allows a five-year carry back of the portion of the net operating loss attributable to Hurricane Katrina repairs expense and first year depreciation deductions, including 50% bonus depreciation, on Hurricane Katrina capital expenditures. 

    Entergy expects the above provisions to generate 2006 income tax refunds of approximately $300 million, including Entergy New Orleans. 

    Investing Activities

    2005 Compared to 2004

    Net cash used in investing activities increased in 2005 primarily due to the following activity:

  • Construction expenditures were $47 million higher in 2005 than in 2004, including an increase of $147 million in the U.S. Utility business and a decrease of $82 million in the Non-Utility Nuclear business. U.S. Utility construction expenditures in 2005 include $302 million caused by Hurricanes Katrina and Rita.
  • The non-nuclear wholesale assets business realized $75 million in net proceeds from sales of portions of three of its power plants in 2004.
  • Entergy Louisiana purchased the 718 MW Perryville power plant in June 2005 for $162 million.
  • Entergy received net returns of invested capital from Entergy-Koch of $49 million in 2005 compared to $284 million in 2004 after the sale by Entergy-Koch of its trading and pipeline businesses. This activity is reported in the "Decrease in other investments" line in the cash flow statement.
  • Approximately $60 million of the cash collateral for a letter of credit that secured the installment obligations owed to NYPA for the acquisition of the FitzPatrick and Indian Point 3 nuclear power plants was released to Entergy in 2004.
  • The U.S. Utility used $390 million in 2005 and $54 million in 2004 for other regulatory investments as a result of fuel cost under-recovery. See Note 1 to the consolidated financial statements for discussion of the accounting treatment of these fuel cost under-recoveries.
  • Offsetting these factors was the following:

  • The non-nuclear wholesale assets business received a return of invested capital of $34 million in 2005 from the Top Deer wind power joint venture after Top Deer obtained debt financing.
  • 2004 Compared to 2003

    Net cash used in investing activities decreased in 2004 primarily due to the following:

  • Construction expenditures were $158 million lower in 2004 than in 2003, including decreases of $81 million in the U.S. Utility business, $39 million in the Non-Utility Nuclear business, and $42 million in the non-nuclear wholesale assets business.
  • Entergy received net returns of invested capital from Entergy-Koch of $284 million in 2004 after the sale by Entergy-Koch of its trading and pipeline businesses. This activity is reported in the "Decrease in other investments" line in the cash flow statement.
  • Approximately $60 million of the cash collateral for a letter of credit that secures the installment obligations owed to NYPA for the acquisition of the FitzPatrick and Indian Point 3 nuclear power plants was released to Entergy in 2004. Approximately $172 million of this cash collateral was released to Entergy in 2003, and the letter of credit is no longer secured by cash collateral. This activity is reported in the "Decrease in other investments" line in the cash flow statement.
  • The non-nuclear wholesale assets business realized $75 million in net proceeds from sales of portions of three of its power plants in 2004.
  • Entergy made temporary investments of $50 million in 2003, and these investments matured in the first quarter of 2004.
  • The U.S. Utility used $156 million for other regulatory investments in 2003 as a result of fuel cost under-recovery. In 2004, the U.S. Utility used $54 million for other regulatory investments related to fuel cost under-recovery.
  • Financing Activities

    2005 Compared to 2004

    Financing activities provided $496 million of cash in 2005 compared to using $1,672 million of cash in 2004 primarily due to the following activity:

  • Net issuances of long-term debt by the U.S. Utility segment provided $462 million of cash in 2005 compared to retirements of long-term debt net of issuances using $345 million in 2004. See Note 5 to the consolidated financial statements for the details of long-term debt outstanding at December 31, 2005 and 2004.
  • Entergy Corporation increased the net borrowings on its credit facility by $735 million in 2005 compared to $50 million during 2004. See Note 4 to the consolidated financial statements for a description of the Entergy Corporation credit facility.
  • Entergy Corporation repurchased $878 million of its common stock in 2005 compared to $1,018 million in 2004, as discussed above in the "Capital Expenditure Plans and Other Uses of Capital" section.
  • Entergy Corporation issued $500 million of long-term notes in connection with its equity units offering in December 2005.
  • Entergy Louisiana, LLC issued $100 million of preferred membership interests in December 2005.
  • 2004 Compared to 2003

    Net cash used in financing activities increased in 2004 primarily due to the following:

  • Entergy Corporation issued $538 million of long-term notes in 2003.
  • Entergy Corporation repurchased $1.018 billion of its common stock in 2004, as discussed above in the "Capital Expenditure Plans and Other Uses of Capital" section.
  • Entergy Corporation paid $65 million more in common stock dividends in 2004 than in 2003.
  • Offsetting the factors that caused an increase in cash used in financing activities in 2004 were the following:

  • Retirements of long-term debt net of issuances by the U.S. Utility segment used $345 million in 2004 and used $359 million in 2003. See Note 5 to the consolidated financial statements for the details of the long-term debt activity in 2004.
  • In 2003, Entergy Corporation decreased the net borrowings on its credit facility by $500 million, while in 2004, net borrowings on its credit facilities increased by $50 million.
  • The non-nuclear wholesale assets business retired the $79 million Top of Iowa wind project debt at its maturity in January 2003.
  •  

    Significant Factors and Known Trends

    Following are discussions of significant factors and known trends affecting Entergy's business, including rate regulation and fuel-cost recovery, federal regulation, market and credit risks, and nuclear matters.

    State and Local Rate Regulation and Fuel-Cost Recovery

    The rates that the domestic utility companies and System Energy charge for their services are an important item influencing Entergy's financial position, results of operations, and liquidity. These companies are closely regulated and the rates charged to their customers are determined in regulatory proceedings, except for a portion of Entergy Gulf States' operations. Governmental agencies, including the APSC, the City Council, the LPSC, the MPSC, the PUCT, and the FERC, are primarily responsible for approval of the rates charged to customers. The status of material retail rate proceedings is summarized below and described in more detail in Note 2 to the consolidated financial statements.

    Company

     

    Authorized
    ROE

     

    Pending Proceedings/Events

     

     

     

     

     

    Entergy Arkansas

     

    11.0%

     

    • No base rate cases are pending.

    • Base rates have been in effect since 1998. The timing of its next general rate case will depend on, among other factors, the ultimate resolution of the System Agreement case at the FERC involving rough production cost equalization.

    • Entergy Arkansas completed recovery in January 2006 of transition to competition costs through an $8.5 million transition cost recovery rider that has been in effect since October 2004.

     

     

     

     

     

    Entergy Gulf States-Texas

     

    10.95%

     

    • Base rates are currently set at rates approved by the PUCT in June 1999.

    • In June 2005, a Texas law was enacted that provides for a base rate freeze until mid-2008, but allows Entergy Gulf States to seek before then recovery of certain incremental purchased power capacity costs and recover reasonable and necessary transition to competition costs. An $18 million annual capacity rider was implemented effective December 31, 2005. A $14.5 million annual transition cost recovery rider was implemented effective March 1, 2006, subject to finalization of a settlement among the parties and approval by the PUCT.

     

     

     

     

     

    Entergy Gulf States-Louisiana

     

    9.9%-11.4%

     

    • A filing was made in December 2005 with the LPSC for interim recovery of $141 million of storm costs. A hearing was held and the LPSC ordered recovery of up to $6 million of storm costs through the fuel adjustment clause during the period March 2006 to September 2006. Beginning September 2006, Entergy Gulf States will recover $0.85 million per month of interim storm costs through base rates. The filing included provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid.

    • In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues. The settlement resulted in credits of $76 million to retail electricity customers in Entergy Gulf States' Louisiana service territory. The credits were issued in connection with the April 2005 billings.

    • A three-year formula rate plan is in place with an ROE mid-point of 10.65% for the initial three-year term of the plan. Entergy Gulf States made its first formula rate plan filing in June 2005 for the test year ending December 31, 2004.

    • A base rate increase of $37.2 million associated with the initial formula rate plan filing and the purchase of Perryville was effective in October 2005, subject to refund after consideration by the LPSC.

     

     

     

     

     

    Entergy Louisiana

     

    9.45%-
    11.05%

     

    • A filing was made in December 2005 with the LPSC for interim recovery of $355 million of storm costs. A hearing was held and the LPSC ordered recovery of up to $14 million of storm costs through the fuel adjustment clause during the period March 2006 to September 2006. Beginning September 2006, Entergy Louisiana will recover $2 million per month of interim storm costs through base rates. The filing included provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid.

    • In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues. The settlement resulted in credits of $14 million to retail electricity customers which were issued in connection with the April 2005 billings.

    • A three-year formula rate plan is in place with an ROE mid-point of 10.25% for the initial three-year term of the plan. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006.

     

     

     

     

     

    Entergy Mississippi

     

    9.1%-
    11.9%

     

    • In December 2005, Entergy Mississippi filed with the MPSC a Notice of Intent to change rates by implementing a Storm Damage Rider to recover storm damage restoration costs associated with Hurricanes Katrina and Rita totaling approximately $84 million as of November 30, 2005. The notice proposes recovery of approximately $14.7 million, including carrying charges, annually over a five-year period. A hearing on this matter is expected in April 2006. Entergy Mississippi plans to make a second filing in late spring of 2006 to recover additional restoration costs associated with the hurricanes incurred after November 30, 2005.

    • An annual formula rate plan is in place. Entergy Mississippi made its annual formula rate plan filing in March 2005 based on a 2004 test year. There was no change in rates based on an adjusted ROE mid-point of 10.50%.

     

     

     

     

     

    Entergy New Orleans

     

    9.75%-
    11.75% Electric; 10.25%-11.25% Gas

     

    • Entergy New Orleans made a formula rate plan filing in April 2005. The mid-point ROE of the electric and gas plans is 10.75%. The City Council ordered a reduction in electric rates of $2.5 million and no change in gas rates. The City Council approved the continuation of the formula rate plan for two more annual cycles, including a target equity component of the capital structure of 45%. The ROE mid-point for gas operations for the 2005 test year is 10.75% with a zero basis point band-width.

     

     

     

     

     

    System Energy

     

    10.94%

     

    • ROE approved by July 2001 FERC order. No cases pending before FERC.

    In addition to the regulatory scrutiny connected with base rate proceedings, the domestic utility companies' fuel and purchased power costs recovered from customers are subject to regulatory scrutiny. The domestic utility companies' significant fuel and purchased power cost proceedings are described in Note 2 to the consolidated financial statements.

    Federal Regulation

    The FERC regulates wholesale rates (including Entergy intrasystem sales pursuant to the System Agreement) and interstate transmission of electricity, as well as rates for System Energy's sales of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement.

    System Agreement Proceedings

    The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. The LPSC pursued litigation involving the System Agreement at the FERC. The proceeding includes challenges to the allocation of costs as defined by the System Agreement and raises questions of imprudence by the domestic utility companies in their execution of the System Agreement.

    In June 2005, the FERC issued a decision in the System Agreement litigation, and essentially affirmed its decision in a December 2005 order on rehearing. The FERC decision concluded, among other things, that:

  • The System Agreement no longer roughly equalizes total production costs among the domestic utility companies.
  • In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy by which each company's total annual production costs would have to be within +/- 11% of Entergy System average total annual production costs.
  • When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average price for the exchange of electric energy among the domestic utility companies under the System Agreement, thereby reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
  • The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, to be made in 2007.
  • The FERC's decision would reallocate total production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are more than 11% below Entergy System average production costs to domestic utility companies whose production costs are more than 11% above Entergy System average production costs.

    An assessment of the potential effects of the FERC's decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana, Entergy Gulf States, and Entergy Mississippi are more dependent upon gas-fired generation sources than Entergy Arkansas or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation sources.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average total production costs of the domestic utility companies. 

    Considerable uncertainty exists regarding future gas prices. Annual average Henry Hub gas prices (daily midpoint prices sourced from Platts Gas Daily) have varied significantly over recent years, ranging from $2.007/mmBtu to $8.529/mmBtu for the 1996-2005 period, and averaging $4.098/mmBtu during the ten-year period 1996-2005 and $5.434/mmBtu during the five-year period 2001-2005. Recent market conditions have resulted in gas prices that averaged $8.529/mmBtu for the twelve months ended December 2005. During the twelve-month period January 1, 2005 to December 31, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $8.74/mmBtu (2006), $7.95/mmBtu (2007), $7.32/mmBtu (2008), and $6.83/mmBtu (2009). If, after pending appeals, the FERC's decision becomes final and if gas prices occur similar to the NYMEX average closing prices given, the following potential annual total production cost reallocations among the domestic utility companies could result:

     


    Range of Annual Payments
    or (Receipts)

     

    Average Annual Payment or (Receipt)
    for 2007-2010 period

     

    (In Millions)

    Entergy Arkansas

         $293 to $385

     

     $328 

    Entergy Gulf States

    ($264) to ($196)

     

    ($230)

    Entergy Louisiana

        ($96) to ($51)

     

      ($77)

    Entergy Mississippi

          ($31) to ($3)

     

      ($21)

    Entergy New Orleans

                         $0 

     

         $0 

    If natural gas prices deviate by $1/mmBtu up or down from the NYMEX average closing prices given above, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $70 to $80 million.

    The LPSC, APSC, MPSC, and the AEEC have appealed the FERC decision to the Court of Appeals for the D.C. Circuit. Entergy has intervened in the LPSC appeal and intends to intervene in the other appeals. The City of New Orleans has also intervened in the LPSC appeal.

    Entergy will be required to file with the FERC a compliance filing to implement the provisions of the FERC's decision. Management believes that any changes in the allocation of production costs resulting from the FERC's decision and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

    Citing its concerns that the benefits of its continued participation in the current form of the System Agreement have been seriously eroded, in December 2005, Entergy Arkansas submitted its notice that it will terminate its participation in the current System Agreement effective 96 months from December 19, 2005 or such earlier date as authorized by the FERC. Entergy Arkansas indicated, however, that a properly structured replacement agreement could be a viable alternative. In response to an ALJ Initial Decision in the System Agreement proceeding in 2004, the APSC had previously commenced an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and had also commenced investigations concerning Entergy Louisiana's Vidalia purchased power contract and Entergy Louisiana's then pending acquisition of the Perryville power plant.

    Independent Coordinator of Transmission

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

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

    After additional filings and subsequent declaratory orders issued by the FERC, on May 27, 2005, the domestic utility companies filed an enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in the FERC's declaratory orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether costs of transmission upgrades should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for the Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

    On June 3, 2005, a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions, protests, and comments were filed by interested parties on August 5, 2005. Entergy filed a response to the various pleadings on August 22, 2005. Entergy anticipates receiving a FERC order on the May 27, 2005 filing during the second quarter 2006.

    As discussed below in "Available Flowgate Capacity Proceedings," on October 31, 2005, the domestic utility companies notified parties to the ICT proceeding of the potential loss of historical data related to Entergy's calculation of available transfer capability for its transmission system.

    In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy Arkansas has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August 2004. Entergy New Orleans appeared before the Utility Committee of the City Council in June 2005 to provide information on the ICT proposal. Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. A hearing in the LPSC proceeding on the ICT proposal was held in October 2005, and Entergy Louisiana and Entergy Gulf States await the ALJ's initial decision.

    Market-based Rate Authority

    On May 5, 2005, the FERC instituted a proceeding under Section 206 of the FPA to investigate whether Entergy satisfies the FERC's transmission market power and affiliate abuse/reciprocal dealing standards for the granting of market-based rate authority, and established a refund effective date pursuant to the provisions of Section 206, for purposes of the additional issues set for hearing.  However, the FERC decided to hold that investigation in abeyance pending the outcomes of the ICT proceeding and Entergy's affiliate purchased power agreements proceeding. On June 6, 2005, Entergy sought rehearing of the May 5 Order and that request for rehearing is pending.

    On July 22, 2005, Entergy notified the FERC that it was withdrawing its request for market-based rate authority for sales within its control area. Instead, the domestic utility companies and their affiliates will transact at cost-based rates for wholesale sales within the Entergy control area. On November 1, 2005, Entergy submitted proposed cost-based rates for both the domestic utility companies and Entergy's non-regulated entities that sell at wholesale within the Entergy control area. Separately, the FERC accepted for filing Entergy Gulf States' proposed cost-based rates for wholesale sales to three separate municipalities. Additionally, Entergy reserves its right to request market-based rate authority for sales within its control area in the future. The relinquishment of market-based rates for sales within the Entergy control area is not expected to have a material effect on the financial results of Entergy.

    Available Flowgate Capacity Proceeding

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

    On March 22, 2005, the FERC issued an order that holds the AFC hearing in abeyance pending action on Entergy's ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005, several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require the Southwest Power Pool (SPP) to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead would be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy subsequently retained SPP to conduct an audit of the AFC processes and procedures. The SPP released its audit report on the AFC processes in which the SPP, among other things, identified an issue concerning limited instances in which transmission service was granted when there was insufficient AFC available.  In light of this, the SPP has recommended that the AFC process be further automated to ensure the correct processing of every transmission service request.  Entergy has advised the FERC Staff of this issue.   

    On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT.

    On October 31, 2005, the domestic utility companies notified participants in the ICT proceeding that certain historic data related to the hourly AFC models may have been inadvertently lost due to errors in the implementation of a data archiving process. The data at issue is certain hourly AFC data for the nine-month period April 27, 2004 through January 31, 2005. Although Entergy is continuing to pursue all avenues for recovery and retrieval of the historic hourly data, it is difficult to predict whether and to what extent these efforts will ultimately be successful. Since discovering the potential loss of data, the domestic utility companies have taken steps to ensure that these errors cannot recur and to ensure that the current AFC hourly data, including the hourly data from February 1, 2005 forward, is adequately protected and retained. Entergy self-reported the event to the FERC's Office of Market Oversight and Investigations and is providing information to the investigation staff concerning this event. Additionally, Entergy will request that the ICT review the current process for retaining AFC-related data as part of its independent review discussed above.

    Interconnection Orders

    The domestic utility companies (except Entergy New Orleans) are currently defendants to several complaints and rehearing requests before the FERC in which independent generation entities (GenCos) are seeking a refund of monies that the GenCos had previously paid to the Entergy companies for facilities necessary to connect their generation facilities to Entergy's transmission system. The FERC has issued orders in response to three complaints and in certain other dockets ordering Entergy to refund approximately $123 million in expenses and tax obligations previously paid by the GenCos, including $42 million for Entergy Arkansas, $28 million for Entergy Gulf States, $24 million for Entergy Louisiana, and $29 million for Entergy Mississippi.  The refunds will be in the form of transmission credits that will be utilized over time as the GenCos take transmission service from Entergy.  There are other complaints that have been filed with FERC in an approximate amount of $43 million, including $27 million for Entergy Arkansas, $8 million for Entergy Gulf States, and $8 million for Entergy Louisiana, in which the FERC has not taken action.

    To the extent the Entergy companies are ordered to provide such refunds, these costs will qualify for inclusion in the Entergy companies' rates. The recovery of these costs is not automatic, however, especially at the retail level, where the majority of the cost recovery would occur. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed and have the affected interconnection agreements reinstated as agreed to originally by the generators.

    Energy Policy Act of 2005

    The Energy Policy Act of 2005 became law in August 2005. The legislation contains electricity provisions that, among other things:

  • Repealed PUHCA 1935, through enactment of PUHCA 2005, effective February 8, 2006; PUHCA 2005 and/or related amendments to Section 203(a) of the Federal Power Act (a) remove various limitations on Entergy Corporation as a registered holding company under PUHCA 1935; (b) require the maintenance and retention of books and records by certain holding company system companies for inspection by the FERC and state commissions, as appropriate; and (c) effectively leave to the jurisdiction of the FERC (or state or local regulatory bodies, as appropriate) (i) the issuance by an electric utility of securities; (ii) (A) the disposition of jurisdictional FERC electric facilities by an electric utility; (B) the acquisition by an electric utility of securities of an electric utility; (C) the acquisition by an electric utility of electric generating facilities (in each of the cases in (A), (B) and (C) only in transactions in excess of $10 million); (iv) electric public utility mergers; and (v) the acquisition by an electric public utility holding company of securities of an electric public utility company or its holding company in excess of $10 million or the merger of electric public utility holding company systems. PUHCA 2005 and the related FERC rule-making also provide a savings provision which permits continued reliance on certain PUHCA 1935 rules and orders after the repeal of PUHCA 1935.
  • Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows the FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
  • Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
  • Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and non-regulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
  • Provides a more rapid tax depreciation schedule for transmission assets to encourage investment.
  • Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar to the guidelines mandated by the Energy Policy Act of 2005.
  • Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.
  • Significantly increased the FERC's authorization to impose criminal and civil penalties for violations of the provisions of the Federal Power Act.
  • The Energy Policy Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions and the FERC in its rule-makings has indicated it plans, by February 8, 2007, for further review of, and possible changes to, its implementation of PUHCA 2005 and the repeal of PUHCA 1935. Therefore, it will be a period of time before a full assessment of its effects on Entergy and the energy industry can be completed.

    Market and Credit Risks

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

  • The commodity price risk associated with Entergy's Non-Utility Nuclear and Energy Commodity Services segments.
  • The foreign currency exchange rate risk associated with certain of Entergy's contractual obligations.
  • The interest rate and equity price risk associated with Entergy's investments in decommissioning trust funds, particularly in the Non-Utility Nuclear business.
  • The interest rate risk associated with changes in interest rates as a result of Entergy's issuances of debt. Entergy manages its interest rate exposure by monitoring current interest rates and its debt outstanding in relation to total capitalization. See Notes 4 and 5 to the consolidated financial statements for the details of Entergy's debt outstanding.
  • Entergy is also exposed to credit risk. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement. Credit risk also includes potential demand on liquidity due to collateral requirements within supply or sales agreements. Where it is a significant consideration, counterparty credit risk is addressed in the discussions that follow.

    Commodity Price Risk

    Power Generation

    The sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business and Energy Commodity Services, unless otherwise contracted, is subject to the fluctuation of market power prices. Entergy's Non-Utility Nuclear business has entered into PPAs and other contracts to sell the power produced by its power plants at prices established in the PPAs. Entergy continues to pursue opportunities to extend the existing PPAs and to enter into new PPAs with other parties. Following is a summary of the amount of the Non-Utility Nuclear business' output that is currently sold forward under physical or financial contracts:

     

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Non-Utility Nuclear:

                       

    Percent of planned generation sold forward:

                       
     

    Unit-contingent

     

    34%

     

    32%

     

    25%

     

    19%

     

    12%

     

    Unit-contingent with availability guarantees

     

    53%

     

    47%

     

    32%

     

    13%

     

    5%

     

    Firm liquidated damages

     

    4%

     

    2%

     

    0%

     

    0%

     

    0%

     

    Total

     

    91%

     

    81%

     

    57%

     

    32%

     

    17%

    Planned generation (TWh)

     

    35

     

    34

     

    34

     

    35

     

    34

    Average contracted price per MWh

     

    $41

     

    $45

     

    $49

     

    $54

     

    $45

    The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices.

    A sale of power on a unit contingent basis coupled with an availability guarantee 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 availability guarantees provide for dollar limits on Entergy's maximum liability under such guarantees.

    Non-Utility Nuclear's purchase of the Fitzpatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. Under the value sharing agreements, to the extent that the average annual price of the energy sales from each of the two plants exceeds specified strike prices, the Non-Utility Nuclear business will pay 50% of the amount exceeding the strike prices to NYPA. These payments, if required, will be recorded as adjustments to the purchase price of the plants. The annual energy sales subject to the value sharing agreements are limited to the lesser of actual generation or generation assuming an 85% capacity factor based on the plants' capacities at the time of the purchase. The value sharing agreements are effective through 2014. The strike prices for Fitzpatrick range from $37.51/MWh in 2005 increasing by approximately 3.5% each year to $51.30/MWh in 2014, and the strike prices for Indian Point 3 range from $42.26/MWh in 2005 increasing by approximately 3.5% each year to $57.77/MWh in 2014.

    Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants and the wholesale supply agreements entered into by Entergy's Competitive Retail business contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary may be required to provide collateral based upon the difference between the current market and contracted power prices in the regions where the Non-Utility Nuclear and Competitive Retail businesses sell power. The primary form of the collateral to satisfy these requirements would be an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At December 31, 2005, based on power prices at that time, Entergy had in place as collateral $1,630 million of Entergy Corporation guarantees for wholesale transactions, $237 million of which support letters of credit. The assurance requirement associated with Non-Utility Nuclear is estimated to increase by an amount up to $400 million if gas prices increase $1 per MMBtu in both the short- and long-term markets. In the event of a decrease in Entergy Corporation's credit rating to below investment grade, Entergy may be required to replace Entergy Corporation guarantees with cash or letters of credit under some of the agreements.

    In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed 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 a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward:

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Non-Utility Nuclear:

                       

    Percent of capacity sold forward:

                       
     

    Bundled capacity and energy contracts

     

    12%

     

    12%

     

    12%

     

    12%

     

    12%

     

    Capacity contracts

     

    77%

     

    46%

     

    36%

     

    24%

     

    3%

     

    Total

     

    89%

     

    58%

     

    48%

     

    36%

     

    15%

    Planned net MW in operation

     

    4,184

     

    4,200

     

    4,200

     

    4,200

     

    4,200

    Average capacity contract price per kW per month

     

    $1.0

     

    $1.1

     

    $1.1

     

    $1.0

     

    $0.9

    Blended Capacity and Energy (based on revenues)

                       

    % of planned generation and capacity sold forward

     

    82%

     

    71%

     

    47%

     

    27%

     

    12%

    Average contract revenue per MWh

     

    $42

     

    $46

     

    $50

     

    $55

     

    $46

    As of December 31, 2005, approximately 96% of Non-Utility Nuclear's counterparty exposure from energy and capacity contracts is with counterparties with investment grade credit ratings.

    Following is a summary of the amount of Energy Commodity Services' output and installed capacity that is currently sold forward under physical or financial contracts at fixed prices:

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Energy Commodity Services:

                       

    Capacity

                       

    Planned MW in operation

     

    1,578

     

    1,578

     

    1,578

     

    1,578

     

    1,578

    % of capacity sold forward

     

    33%

     

    29%

     

    29%

     

    19%

     

    17%

    Energy

                       

    Planned generation (TWh)

     

    4

     

    4

     

    4

     

    4

     

    4

    % of planned generation sold forward

     

    47%

     

    41%

     

    43%

     

    36%

     

    36%

    Blended Capacity and Energy (based on revenues)

                       

    % of planned energy and capacity sold forward

     

    25%

     

    23%

     

    26%

     

    17%

     

    17%

    Average contract revenue per MWh

     

    $26

     

    $28

     

    $28

     

    $21

     

    $20

    Entergy continually monitors industry trends in order to determine whether asset impairments or other losses could result from a decline in value, or cancellation, of merchant power projects, and records provisions for impairments and losses accordingly. As discussed in "Results of Operations" above, in 2004 Entergy determined that the value of the Warren Power plant owned by the non-nuclear wholesale assets business was impaired, and recorded the appropriate provision for the loss.

    Foreign Currency Exchange Rate Risk

    Entergy Gulf States, System Fuels, and Entergy's Non-Utility Nuclear business enter into foreign currency forward contracts to hedge the Euro-denominated payments due under certain purchase contracts. The notional amounts of the foreign currency forward contracts are 16.7 million Euro and the forward currency rates range from .96370 to 1.32540. The maturities of these forward contracts depend on the purchase contract payment dates and range in time from January 2006 to January 2007. The mark-to-market valuation of the forward contracts at December 31, 2005 was a net asset of $3.5 million. The counterparty banks obligated on these agreements are rated by Standard & Poor's Rating Services at AA on their senior debt obligations as of December 31, 2005.

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

    Entergy's nuclear decommissioning trust funds are exposed to fluctuations in equity prices and interest rates. The NRC requires Entergy 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, and Vermont Yankee (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. Management believes that exposure of the various funds to market fluctuations will not affect Entergy's financial results of operations as it relates to the ANO 1 and 2, River Bend, Grand Gulf, and Waterford 3 trust funds because of the application of regulatory accounting principles. The Pilgrim, Indian Point 1 and 2, and Vermont Yankee trust funds collectively hold approximately $952 million of fixed-rate, fixed-income securities as of December 31, 2005. These securities have an average coupon rate of approximately 5.2%, an average duration of approximately 5.6 years, and an average maturity of approximately 9.2 years. The Pilgrim, Indian Point 1 and 2, and Vermont Yankee trust funds also collectively hold equity securities worth approximately $519 million as of December 31, 2005. These securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor's 500 Index, and a relatively small percentage of the securities are held in a fund intended to replicate the return of the Wilshire 4500 Index. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8, and 15 to the consolidated financial statements.

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in early 1988, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $19.4 million to Entergy Louisiana.  The proceeds caused an increase in pre-tax earnings of $28.7 million.

    Critical Accounting Estimates

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

    Nuclear Decommissioning Costs

    Entergy owns a significant number of nuclear generation facilities in both its U.S. Utility and Non-Utility Nuclear business units. Regulations require Entergy to decommission its nuclear power plants after each facility is taken out of service, and money is collected and deposited in trust funds during the facilities' operating lives in order to provide for this obligation. Entergy conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facilities. The following key assumptions have a significant effect on these estimates:

  • Cost Escalation Factors - Entergy's decommissioning revenue requirement studies include an assumption that decommissioning costs will escalate over present cost levels by annual factors ranging from approximately CPI-U to 5.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.
  • Timing - In projecting decommissioning costs, two assumptions must be made to estimate the timing of plant decommissioning. First, the date of the plant's retirement must be estimated. The expiration of the plant's operating license is typically used for this purpose, but more often the assumption is made that the plant will be relicensed and operate for some time beyond the original license term. Second, an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the effect of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can possibly change the present value of these obligations. As discussed in Note 8 to the consolidated financial statements, Entergy recorded revisions in 2004 and 2005 to its estimated decommissioning cost liability for certain of its nuclear power plants to reflect changes in assumptions regarding license renewal. Increases in the probability of decommissioning the plants at a date later than the original license expiration lowered the estimate of the decommissioning cost liability. Future revisions to appropriately reflect changes needed to the estimate of decommissioning costs will affect net income, only to the extent that the estimate of any reduction in the liability exceeds the amount of the undepreciated asset retirement cost at the date of the revision, for unregulated portions of Entergy's business. Any increases in the liability recorded due to such changes are capitalized and depreciated over the asset's remaining economic life in accordance with SFAS 143.
  • Spent Fuel Disposal - Federal regulations require the DOE to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. Until this site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant effect (as much as 16% of estimated decommissioning costs). Entergy's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.
  • Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant effect on cost estimates. The effect of these potential changes is not presently determinable. Entergy's decommissioning cost studies assume current technologies and regulations.
  • SFAS 143

    Entergy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy's asset retirement obligations. The following revisions were made to Entergy's estimated decommissioning cost liabilities in 2004 and 2005.

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

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $116.8 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million ($17 million net-of-tax).

    In the third quarter of 2004, Entergy's Non-Utility Nuclear business recorded a reduction of $20.3 million in its decommissioning cost liability to reflect changes in assumptions regarding the timing of when the decommissioning of a plant will begin. Entergy considered the assumptions as part of recent studies evaluating the economic effect of the plant in its region. The revised estimate resulted in miscellaneous income of $20.3 million ($11.9 million net-of-tax).

    In the first quarter of 2005, Entergy's Non-Utility Nuclear business recorded a reduction of $26.0 million in its decommissioning cost liability in conjunction with a new decommissioning cost study as a result of revised decommissioning costs and changes in assumptions regarding the timing of the decommissioning of a plant. The revised estimate resulted in miscellaneous income of $26.0 million ($15.8 million net-of-tax), reflecting the excess of the reduction in the liability over the amount of undepreciated assets.

    In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

    In the third quarter of 2005, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability for ANO 2 in accordance with the receipt of approval by the NRC of Entergy Arkansas' application for a life extension for the unit. The revised estimate resulted in an $87.2 million reduction in its decommissioning liability, along with a corresponding reduction in the related regulatory asset.

    In the third quarter of 2005, System Energy recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Grand Gulf.  The revised estimate resulted in a $41.4 million reduction in the decommissioning cost liability for Grand Gulf, along with a $39.7 million reduction in utility plant and a $1.7 million reduction in the related regulatory asset.

    Unbilled Revenue

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

    Impairment of Long-lived Assets

    Entergy has significant investments in long-lived assets in all of its segments, and Entergy evaluates these assets against the market economics and under the accounting rules for impairment whenever there are indications that impairments may exist. This evaluation involves a significant degree of estimation and uncertainty, and these estimates are particularly important in Entergy's U.S. Utility and Energy Commodity Services segments. In the U.S. Utility segment, portions of River Bend and Grand Gulf are not included in rate base, which could reduce the revenue that would otherwise be recovered for the applicable portions of those units' generation. In the Energy Commodity Services segment, Entergy's investments in merchant generation assets are subject to impairment if adverse market conditions arise.

    In order to determine if Entergy should recognize an impairment of a long-lived asset that is to be held and used, accounting standards require that the sum of the expected undiscounted future cash flows from the asset be compared to the asset's carrying value. If the expected undiscounted future cash flows exceed the carrying value, no impairment is recorded; if such cash flows are less than the carrying value, Entergy is required to record an impairment charge to write the asset down to its fair value. If an asset is held for sale, an impairment is required to be recognized if the fair value (less costs to sell) of the asset is less than its carrying value.

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

  • Future power and fuel prices - Electricity and gas prices have been very volatile in recent years, and this volatility is expected to continue. This volatility necessarily increases the imprecision inherent in the long-term forecasts of commodity prices that are a key determinant of estimated future cash flows. There is currently an oversupply of electricity throughout the U.S., including much of Entergy's service territory, and it is necessary to project economic growth and other macroeconomic factors in order to project when this oversupply will cease and prices will rise. Similarly, gas prices have been volatile as a result of recent fluctuations in both supply and demand, and projecting future trends in these prices is difficult.
  • Market value of generation assets - Valuing assets held for sale requires estimating the current market value of generation assets. While market transactions provide evidence for this valuation, the market for such assets is volatile and the value of individual assets is impacted by factors unique to those assets.
  • Future operating costs - Entergy assumes relatively minor annual increases in operating costs. Technological or regulatory changes that have a significant impact on operations could cause a significant change in these assumptions.
  • In the fourth quarter of 2005, Entergy recorded a charge of $39.8 million ($25.8 million net-of-tax) as a result of the impairment of the Competitive Retail Services business' information technology systems. Entergy has decided to divest the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas and, in connection with that decision, management evaluated the carrying amount of the Competitive Retail Services business' information technology systems and determined that an impairment provision should be recorded.

    In the fourth quarter of 2004, Entergy recorded a charge of approximately $55 million ($36 million net-of-tax) as a result of an impairment of the value of the Warren Power plant. Entergy concluded that the value of the plant, which is owned in the non-nuclear wholesale assets business, was impaired. Entergy reached this conclusion based on valuation studies prepared in connection with the Entergy Asset Management stock sale discussed above in "Results of Operations."

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified, defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the consolidated financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate for the U.S. Utility and Non-Utility Nuclear segments.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

  • Discount rates used in determining the future benefit obligations;
  • Projected health care cost trend rates;
  • Expected long-term rate of return on plan assets; and
  • Rate of increase in future compensation levels.
  • Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and worse-than-expected performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed-income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed-income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2003, 2004, and 2005.

    Cost Sensitivity

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


    Actuarial Assumption

     

    Change in
    Assumption

     

    Impact on 2005
    Qualified Pension Cost

     

    Impact on Qualified Projected
    Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $10,564

     

    $105,990

    Rate of return on plan assets

     

    (0.25%)

     

      $4,705

     

                 -

    Rate of increase in compensation

     

    0.25%

     

      $5,510

     

     $33,091

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $4,511

     

    $24,536

    Discount rate

     

    (0.25%)

     

    $3,082

     

    $29,341

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

    Accounting Mechanisms

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

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

    Costs and Funding

    In 2005, Entergy's total qualified pension cost was $118.3 million. Entergy anticipates 2006 qualified pension cost to increase to $131.6 million due to a decrease in the discount rate (from 6.00% to 5.90%), actual return on plan assets less than 8.5%, and a plan amendment at Non-Utility Nuclear. Pension funding was $131.8 million for 2005, and under current law, is projected to be $349 million in 2006. This projection may change pending passage of pension reform legislation. In January 2006, $109 million was funded. $107 million of this contribution was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, offset by the Pension Funding Equity Act relief passed in April 2004.

    Entergy's qualified pension accumulated benefit obligation at December 31, 2005, 2004, and 2003 exceeded plan assets. As a result, Entergy was required to recognize an additional minimum pension liability as prescribed by SFAS 87. At December 31, 2005, Entergy increased its qualified pension plans' additional minimum pension liability to $406 million ($382 million net of related pension assets) from $244 million ($218 million net of related pension assets) at December 31, 2004. Other comprehensive income increased to $15 million at December 31, 2005 from $6.6 million at December 31, 2004, after reductions for the unrecognized prior service cost, amounts recoverable in rates, and taxes. Net income for 2005, 2004, and 2003 was not affected.

    Total postretirement health care and life insurance benefit costs for Entergy in 2005 were $83.7 million, including $24.3 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy expects 2006 postretirement health care and life insurance benefit costs to approximate $94.1 million, including a projected $27.8 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase in postretirement health care and life insurance benefit costs is due to the decrease in the discount rate (from 6.00% to 5.90%) and an increase in the health care cost trend rate used to calculate benefit obligations.

    Other Contingencies

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

    Environmental

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

  • Changes to existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.
  • The identification of additional sites or the filing of other complaints in which Entergy may be asserted to be a potentially responsible party.
  • The resolution or progression of existing matters through the court system or resolution by the EPA.
  • Litigation

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

    Sales Warranty and Tax Reserves

    Entergy's operations, including acquisitions and divestitures, require Entergy to evaluate risks such as the potential tax effects of a transaction, or warranties made in connection with such a transaction. Entergy believes that it has adequately assessed and provided for these types of risks, where applicable. Any reserves recorded for these types of issues, however, could be significantly affected by events such as claims made by third parties under warranties, additional transactions contemplated by Entergy, or completion of reviews of the tax treatment of certain transactions or issues by taxing authorities. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued in the financial statements. Entergy does not expect a material adverse effect on earnings from these matters.

    New Accounting Pronouncements

    In December 2005, Entergy implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy's obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. For the U.S. Utility business, the implementation of FIN 47 for the rate-regulated business of the domestic utility companies was recorded as regulatory assets, with no resulting effect on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction allow for the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. As a result of this treatment, FIN 47 is expected to be earnings neutral to the rate-regulated business of the domestic utility companies. Upon implementation of FIN 47 in December 2005, assets increased by $28.8 million and liabilities increased by $30.3 million for the U.S. Utility segment as a result of recording the asset retirement obligations at their fair values of $30.3 million as determined under FIN 47, increasing utility plant by $2.7 million, increasing accumulated depreciation by $1.8 million, and recording the related regulatory assets of $27.9 million. The implementation of FIN 47 for the portion of Entergy Gulf States not subject to cost-based ratemaking decreased earnings by $0.9 million net-of-tax.

    ENTERGY CORPORATION AND SUBSIDIARIES
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands, Except Percentages and Per Share Amounts)
                         
    Operating revenues   $10,106,247   $9,685,521   $9,032,714   $8,299,052   $9,620,561
    Income from continuing operations
     before cumulative effect of accounting
     changes
      $968,552   $933,090   $827,797   $633,627   $739,062
    Earnings per share from continuing
     operations before cumulative effect of
     accounting changes
                       
      Basic   $4.49   $4.01   $3.55   $2.73   $3.24
      Diluted   $4.40   $3.93   $3.48   $2.68   $3.18
    Dividends declared per share   $2.16   $1.89   $1.60   $1.34   $1.28
    Return on common equity   11.20%   10.70%   11.21%   7.85%   10.04%
    Book value per share, year-end   $37.31   $38.25   $38.02   $35.24   $33.78
    Total assets   $30,851,269   $28,310,777   $28,527,388   $27,504,366   $25,910,311
    Long-term obligations (1)   $9,013,448   $7,180,291   $7,497,690   $7,488,919   $7,743,298
                         
    (1) Includes long-term debt (excluding currently maturing debt), preferred stock with sinking fund, and noncurrent capital lease obligations.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    U.S. Utility Electric Operating Revenues:                    
      Residential   $2,912   $2,842   $2,683   $2,440   $2,613 
      Commercial   2,041   2,045   1,882   1,673   1,860 
      Industrial   2,419   2,311   2,082   1,850   2,299 
      Governmental   141   200   195   179   205 
         Total retail   7,513   7,398   6,842   6,142   6,977 
      Sales for resale (1)   656   390   371   330   395 
      Other (2)   278   145   184   174   (127)
         Total   $8,447   $7,933   $7,397   $6,646   $7,245 
    U.S. Utility Billed Electric Energy Sales (GWh):                    
      Residential   31,569   32,897   32,817   32,581   31,080 
      Commercial   24,401   26,468   25,863   25,354   24,706 
      Industrial   37,615   40,293   38,637   41,018   41,577 
      Governmental   1,568   2,568   2,651   2,678   2,593 
         Total retail   95,153   102,226   99,968   101,631   99,956 
      Sales for resale (1)   5,730   8,623   9,248   9,828   8,896 
         Total   100,883   110,849   109,216   111,459   108,852 
                         
    (1) Includes sales to Entergy New Orleans, which was deconsolidated in 2005. See Note 16 to the consolidated financial statements.
    (2) 2001 includes the effect of a reserve for rate refund at System Energy. 
                         

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Corporation and Subsidiaries:

    We have audited the accompanying consolidated balance sheets of Entergy Corporation and Subsidiaries (the "Corporation") as of December 31, 2005 and 2004, and the related consolidated statements of income; of retained earnings, comprehensive income, and paid-in capital; and of cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Entergy-Koch, LP, the Corporation's investment in which is accounted for by the use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy Koch, LP, which earnings were audited by other auditors whose report (which as to 2003 included an explanatory paragraph concerning a change in accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives) has been furnished to us, and our opinion for the year ended December 31, 2003, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors.

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

    In our opinion, based on our audits and the report of other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Corporation and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the consolidated financial statements, in 2003 Entergy Corporation adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Corporation's internal control over financial reporting and an unqualified opinion on the effectiveness of the Corporation's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands, Except Share Data)
                 
    OPERATING REVENUES            
    Domestic electric   $8,446,830    $7,932,577    $7,397,175 
    Natural gas   77,660    208,499    186,176 
    Competitive businesses   1,581,757    1,544,445    1,449,363 
    TOTAL   10,106,247    9,685,521    9,032,714 
                 
    OPERATING EXPENSES            
    Operating and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   2,176,015    2,488,208    1,987,217 
      Purchased power   2,521,247    1,701,610    1,579,057 
      Nuclear refueling outage expenses   162,653    166,072    159,995 
      Provisions for asset impairments and restructuring charges     55,000    (7,743)
      Other operation and maintenance   2,122,206    2,268,332    2,423,951 
    Decommissioning   143,121    149,529    146,100 
    Taxes other than income taxes   382,521    403,635    402,571 
    Depreciation and amortization   856,377    893,574    849,771 
    Other regulatory credits - net   (49,882)   (90,611)   (13,761)
    TOTAL   8,314,258    8,035,349    7,527,158 
                 
    OPERATING INCOME   1,791,989    1,650,172    1,505,556 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   45,736    39,582    42,710 
    Interest and dividend income   150,479    109,635    87,334 
    Equity in earnings (loss) of unconsolidated equity affiliates   985    (78,727)   271,647 
    Miscellaneous - net   14,251    55,509    (76,376)
    TOTAL   211,451    125,999    325,315 
                 
    INTEREST AND OTHER CHARGES            
    Interest on long-term debt   440,334    463,384    485,964 
    Other interest - net   64,646    40,133    52,868 
    Allowance for borrowed funds used during construction   (29,376)   (25,741)   (33,191)
    TOTAL   475,604    477,776    505,641 
                 
    INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES            
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES   1,527,836    1,298,395    1,325,230 
                 
    Income taxes   559,284    365,305    497,433 
                 
    INCOME FROM CONTINUING OPERATIONS BEFORE CUMULATIVE            
    EFFECT OF ACCOUNTING CHANGES   968,552    933,090    827,797 
                 
    LOSS FROM DISCONTINUED OPERATIONS (net of income tax expense            
    (benefit) of ($24,051) , $603 , and ($7,359) , respectively)   (44,794)   (41)   (14,404)
                 
    CUMULATIVE EFFECT OF ACCOUNTING            
    CHANGES (net of income tax expense of $89,925)       137,074 
                 
    CONSOLIDATED NET INCOME   923,758    933,049    950,467 
                 
    Preferred dividend requirements and other   25,427    23,525    23,524 
                 
    EARNINGS APPLICABLE TO            
    COMMON STOCK   $898,331    $909,524    $926,943 
                 
    Basic earnings (loss) per average common share:            
      Continuing operations   $4.49    $4.01    $3.55 
      Discontinued operations   ($0.21)     ($0.06)
      Cumulative effect of accounting changes       $0.60 
      Basic earnings per average common share   $4.27    $4.01    $4.09 
    Diluted earnings (loss) per average common share:            
      Continuing operations   $4.40    $3.93    $3.48 
      Discontinued operations   ($0.21)     ($0.06)
      Cumulative effect of accounting changes       $0.59 
      Diluted earnings per average common share   $4.19    $3.93    $4.01 
    Dividends declared per common share   $2.16    $1.89    $1.60 
                 
    Basic average number of common shares outstanding   210,141,887    226,863,758    226,804,370 
    Diluted average number of common shares outstanding   214,441,362    231,193,686    231,146,040 
                 
    See Notes to Consolidated Financial Statements.            

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
       
    OPERATING ACTIVITIES            
    Consolidated net income   $923,758    $933,049    $950,467 
    Adjustments to reconcile consolidated net income to net cash flow            
     provided by operating activities:            
      Reserve for regulatory adjustments   (82,033)   33,533    13,090 
      Other regulatory credits - net   (49,882)   (90,611)   (13,761)
      Depreciation, amortization, and decommissioning   1,001,852    1,045,122    996,603 
      Deferred income taxes and investment tax credits   626,813    275,458    1,189,531 
      Cumulative effect of accounting changes       (137,074)
      Equity in earnings (loss) of unconsolidated equity affiliates - net of dividends   4,315    608,141    (176,036)
      Provisions for asset impairments and restructuring charges   39,767    55,000    (7,743)
      Changes in working capital:            
        Receivables   (367,351)   (210,419)   (140,612)
        Fuel inventory   (83,125)   (16,769)   (14,015)
        Accounts payable   303,194    95,306    (60,164)
        Taxes accrued   (172,315)   75,055    (882,446)
        Interest accrued   15,133    5,269    (35,837)
        Deferred fuel   (236,801)   213,627    (33,874)
        Other working capital accounts   (45,653)   41,008    16,809 
      Provision for estimated losses and reserves   (3,704)   (18,041)   196,619 
      Changes in other regulatory assets   (311,934)    48,626    22,671 
      Other   (94,226)   (164,035)   121,592 
    Net cash flow provided by operating activities   1,467,808    2,929,319    2,005,820 
                 
    INVESTING ACTIVITIES            
    Construction/capital expenditures   (1,458,086)   (1,410,610)   (1,568,943)
    Allowance for equity funds used during construction   45,736    39,582    42,710 
    Nuclear fuel purchases   (314,414)   (238,170)   (224,308)
    Proceeds from sale/leaseback of nuclear fuel   184,403    109,988    150,135 
    Proceeds from sale of assets and businesses     75,430    25,987 
    Payment for purchase of plant   (162,075)    
    Investment in nonutility properties     (6,420)   (71,438)
    Decrease in other investments   9,905    383,498    172,187 
    Purchases of other temporary investments   (1,591,025)   (1,629,500)   (613,464)
    Liquidation of other temporary investments   1,778,975    1,676,350    378,664 
    Proceeds from nuclear decommissioning trust fund sales   944,253    679,466    729,440 
    Investment in nuclear decommissioning trust funds   (1,039,824)   (769,273)   (820,958)
    Other regulatory investments   (390,456)   (53,566)   (156,446)
    Other       (11,496)
    Net cash flow used in investing activities   (1,992,608)   (1,143,225)   (1,967,930)
                 
    See Notes to Consolidated Financial Statements.            
                 
                 
                 
    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
         
    FINANCING ACTIVITIES            
    Proceeds from the issuance of:            
      Long-term debt   4,302,570    3,653,478    4,596,189 
      Preferred stock   127,995     
      Common stock and treasury stock   106,068    170,237    217,521 
    Retirement of long-term debt   (2,689,206)   (4,022,548)   (5,284,917)
    Repurchase of common stock   (878,188)   (1,017,996)   (8,135)
    Redemption of preferred stock   (33,719)   (3,450)   (3,450)
    Changes in credit line borrowings - net   39,850    (154)  
    Dividends paid:            
      Common stock   (453,508)   (427,901)   (362,814)
      Preferred stock   (25,472)   (23,525)   (23,524)
    Net cash flow provided by (used in) financing activities   496,390    (1,671,859)   (869,130)
                 
    Effect of exchange rates on cash and cash equivalents   (602)   (1,882)   3,345 
                 
    Net increase (decrease) in cash and cash equivalents   (29,012)   112,353    (827,895)
                 
    Cash and cash equivalents at beginning of period   619,786    507,433    1,335,328 
                 
    Effect of the deconsolidation of Entergy New Orleans on cash and cash equivalents   (7,954)    
                 
    Cash and cash equivalents at end of period   $582,820    $619,786    $507,433 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
      Cash paid during the period for:            
        Interest - net of amount capitalized   $461,345    $477,768    $552,017 
        Income taxes   $116,072    $28,241    $188,709 
                 
    See Notes to Consolidated Financial Statements.            
                 

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    ASSETS
             
        December 31,
        2005   2004
        (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $221,773    $79,136 
      Temporary cash investments - at cost,         
       which approximates market   361,047    540,650 
          Total cash and cash equivalents   582,820    619,786 
    Other temporary investments   -     187,950 
    Note receivable - Entergy New Orleans DIP loan   90,000    -  
    Notes receivable   3,227    3,092 
    Accounts receivable:        
      Customer   732,455    435,191 
      Allowance for doubtful accounts   (30,805)   (23,758)
      Other   356,414    342,289 
      Accrued unbilled revenues   477,570    460,039 
         Total receivables   1,535,634    1,213,761 
    Deferred fuel costs   543,927    55,069 
    Accumulated deferred income taxes   -     76,899 
    Fuel inventory - at average cost   206,195    127,251 
    Materials and supplies - at average cost   610,932    569,407 
    Deferred nuclear refueling outage costs   157,764    107,782 
    Prepayments and other   325,795    116,279 
    TOTAL   4,056,294    3,077,276 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   296,784    231,779 
    Decommissioning trust funds   2,606,765    2,453,406 
    Non-utility property - at cost (less accumulated depreciation)   228,833    219,717 
    Other   81,535    90,992 
    TOTAL   3,213,917    2,995,894 
             
    PROPERTY, PLANT AND EQUIPMENT        
    Electric   29,161,027    29,053,340 
    Property under capital lease   727,565    738,554 
    Natural gas   86,794    262,787 
    Construction work in progress   1,524,085    1,197,551 
    Nuclear fuel under capital lease   271,615    262,469 
    Nuclear fuel   436,646    320,813 
    TOTAL PROPERTY, PLANT AND EQUIPMENT   32,207,732    31,835,514 
    Less - accumulated depreciation and amortization   13,010,687    13,139,883 
    PROPERTY, PLANT AND EQUIPMENT - NET   19,197,045    18,695,631 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   735,221    746,413 
      Other regulatory assets   2,133,724    1,429,261 
      Deferred fuel costs   120,489    30,842 
    Long-term receivables   25,572    39,417 
    Goodwill   377,172    377,172 
    Other   991,835    918,871 
    TOTAL   4,384,013    3,541,976 
             
    TOTAL ASSETS   $30,851,269    $28,310,777 
             
    See Notes to Consolidated Financial Statements.        
     
     
     
    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
             
        December 31,
        2005   2004
        (In Thousands)
             
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $103,517    $492,564 
    Notes payable   40,041    193 
    Accounts payable   1,655,787    896,528 
    Customer deposits   222,206    222,320 
    Taxes accrued   188,159    224,011 
    Accumulated deferred income taxes   143,409    -  
    Nuclear refueling outage costs   15,548    -  
    Interest accrued   154,855    144,478 
    Obligations under capital leases   130,882    133,847 
    Other   473,510    218,442 
    TOTAL   3,127,914    2,332,383 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   5,279,228    5,067,381 
    Accumulated deferred investment tax credits   376,550    399,228 
    Obligations under capital leases   175,005    146,060 
    Other regulatory liabilities   408,667    329,767 
    Decommissioning and retirement cost liabilities   1,923,971    2,066,277 
    Transition to competition   79,101    79,101 
    Regulatory reserves   18,624    103,061 
    Accumulated provisions   556,028    549,914 
    Long-term debt   8,824,493    7,016,831 
    Preferred stock with sinking fund   13,950    17,400 
    Other   1,879,017    1,541,331 
    TOTAL   19,534,634    17,316,351 
             
    Commitments and Contingencies        
             
    Preferred stock without sinking fund   445,974    365,356 
             
    SHAREHOLDERS' EQUITY        
    Common stock, $.01 par value, authorized 500,000,000        
     shares; issued 248,174,087 shares in 2005 and in 2004   2,482    2,482 
    Paid-in capital   4,817,637    4,835,375 
    Retained earnings   5,428,407    4,984,302 
    Accumulated other comprehensive loss   (343,819)   (93,453)
    Less - treasury stock, at cost (40,644,602 shares in 2005 and        
     31,345,028 shares in 2004)   2,161,960    1,432,019 
    TOTAL   7,742,747    8,296,687 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $30,851,269    $28,310,777 
             
    See Notes to Consolidated Financial Statements.        

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
     
                                 
            For the Years Ended December 31,
            2005   2004   2003
            (In Thousands)
                                 
    RETAINED EARNINGS                            
                                 
    Retained Earnings - Beginning of period       $4,984,302        $4,502,508        $3,938,693     
                                 
      Add: Earnings applicable to common stock       898,331    $898,331    909,524    $909,524    926,943    $926,943 
                                 
      Deduct:                            
        Dividends declared on common stock       453,657        427,740        362,941     
        Capital stock and other expenses       569        (10)       187     
          Total       454,226        427,730        363,128     
                                 
    Retained Earnings - End of period       $5,428,407        $4,984,302        $4,502,508     
                                 
    ACCUMULATED OTHER COMPREHENSIVE LOSS                            
    Balance at beginning of period:                            
      Accumulated derivative instrument fair value changes       ($141,411)       ($25,811)       $17,313     
      Other accumulated comprehensive income (loss) items       47,958        18,016        (39,673)    
          Total       (93,453)       (7,795)       (22,360)    
                                 
                                 
    Net derivative instrument fair value changes                            
      arising during the period (net of tax (benefit) of ($159,236),
      ($74,082) and ($27,862))
          (251,203)   (251,203)   (115,600)   (115,600)   (43,124)   (43,124)
                                 
    Foreign currency translation (net of tax expense of $211, $659,
      and $1,459)
          602    602    1,882    1,882    4,169    4,169 
                                 
    Minimum pension liability (net of tax expense (benefit) of ($9,176),
      $1,875, and $503)
          (15,773)   (15,773)   2,762    2,762    1,153    1,153 
                                 
    Net unrealized investment gains (net of tax expense of $10,573,
      $16,599, and $33,422)
          16,008    16,008    25,298    25,298    52,367    52,367 
                                 
    Balance at end of period:                            
      Accumulated derivative instrument fair value changes       (392,614)       (141,411)       (25,811)    
      Other accumulated comprehensive income items       48,795        47,958        18,016     
        Total       ($343,819)       ($93,453)       ($7,795)    
    Comprehensive Income           $647,965        $823,866        $941,508 
                                 
                                 
    PAID-IN CAPITAL                            
                                 
    Paid-in Capital - Beginning of period       $4,835,375        $4,767,615        $4,666,753     
                                 
      Add (Deduct):                            
        Issuance of equity units       (39,904)                
        Common stock issuances related to stock plans       22,166        67,760        100,862     
                                 
                                 
    Paid-in Capital - End of period       $4,817,637        $4,835,375        $4,767,615     
                                 
                                 
                                 
    See Notes to Consolidated Financial Statements.                            
                                 
                                 

     

     

    ENTERGY CORPORATION AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accompanying consolidated financial statements include the accounts of Entergy Corporation and its direct and indirect subsidiaries. As required by generally accepted accounting principles, all significant intercompany transactions have been eliminated in the consolidated financial statements. The domestic utility companies and System Energy maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications, with no effect on net income or shareholders' equity.  References to Entergy Louisiana are intended to apply both to Entergy Louisiana Holdings on a consolidated basis and to Entergy Louisiana, LLC.

    Use of Estimates in the Preparation of Financial Statements

    The preparation of Entergy Corporation's consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used.

    Revenues and Fuel Costs

    The domestic utility companies generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, including the City of New Orleans, Mississippi, and Texas. Entergy Gulf States distributes gas to retail customers in and around Baton Rouge, Louisiana and Entergy New Orleans distributes gas to retail customers in the City of New Orleans. Entergy's Non-Utility Nuclear and Energy Commodity Services segments derive almost all of their revenue from sales of electric power generated by plants owned by them.

    Entergy recognizes revenue from electric power and gas sales when it delivers power or gas to its customers. To the extent that deliveries have occurred but a bill has not been issued, the domestic utility companies accrue an estimate of the revenues for energy delivered since the latest billings. Entergy calculates the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and prices in effect in the domestic utility companies' various jurisdictions. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. Therefore, changes in price and volume differences resulting from factors such as weather affect the calculation of unbilled revenues from one period to the next, and may result in variability in reported revenues from one period to the next as prior estimates are so recorded and reversed.

    The domestic utility companies' rate schedules include either fuel adjustment clauses or fixed fuel factors, which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Because the fuel adjustment clause mechanism allows monthly adjustments to recover fuel costs, Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States include a component of fuel cost recovery in their unbilled revenue calculations. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. Entergy Mississippi's fuel factor includes an energy cost rider that is adjusted quarterly. As discussed in Note 2 to the consolidated financial statements, the MPSC approved Entergy Mississippi's deferral of the refund of over-recoveries for the third quarter of 2004 that would have been refunded in the first quarter of 2005. The deferred amount plus carrying charges was refunded in the second and third quarters of 2005. In the case of Entergy Arkansas and the Texas portion of Entergy Gulf States, their fuel under-recoveries are treated in the cash flow statements as regulatory investments because those companies are allowed by their regulatory jurisdictions to recover the fuel cost regulatory asset over longer than a twelve-month period, and the companies earn a carrying charge on the under-recovered balances.

    System Energy's operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf.

    Property, Plant, and Equipment

    Property, plant, and equipment is stated at original cost. For the domestic utility companies and System Energy, the original cost of plant retired or removed, less salvage, is charged to accumulated depreciation. Normal maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the domestic utility companies' and System Energy's plant is subject to mortgage liens.

    Electric plant includes the portions of Grand Gulf and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

    Net property, plant, and equipment (including property under capital lease and associated accumulated amortization) by business segment and functional category, as of December 31, 2005 and 2004, is shown below:



    2005

     



    Entergy

     


    U.S.
    Utility

     


    Non-Utility
    Nuclear

     


    All
    Other

    (In Millions)

    Production

     

     

     

     

     

     

     

     

        Nuclear

     

    $7,390

     

    $5,955

     

    $1,435

     

    $-

        Other

     

    1,590

     

    1,321

     

    -

     

    269

    Transmission

     

    2,394

     

    2,394

     

    -

     

    -

    Distribution

     

    4,599

     

    4,599

     

    -

     

    -

    Other

     

    992

     

    989

     

    -

     

    3

    Construction work in progress

     

    1,524

     

    1,268

     

    232

     

    24

    Nuclear fuel (leased and owned)

     

    708

     

    373

     

    335

     

    -

    Property, plant, and equipment - net

     

    $19,197

     

    $16,899

     

    $2,002

     

    $296



    2004



    Entergy

     


    U.S.
    Utility

     


    Non-Utility
    Nuclear

     


    All
    Other

    (In Millions)

    Production

     

     

     

     

     

     

     

     

        Nuclear

     

    $7,308

     

    $5,987

     

    $1,321

     

    $-

        Other

     

    1,533

     

    1,228

     

    -

     

    305

    Transmission

     

    2,182

     

    2,182

     

    -

     

    -

    Distribution

     

    4,672

     

    4,672

     

    -

     

    -

    Other

     

    1,123

     

    1,115

     

    -

     

    8

    Construction work in progress

     

    1,198

     

    924

     

    244

     

    30

    Nuclear fuel (leased and owned)

     

    583

     

    297

     

    286

     

    -

    Asset retirement obligation

     

    97

     

    97

     

    -

     

    -

    Property, plant, and equipment - net

     

    $18,696

     

    $16,502

     

    $1,851

     

    $343

    Depreciation is computed on the straight-line basis at rates based on the estimated service lives of the various classes of property. Depreciation rates on average depreciable property approximated 2.7% in 2005 and 2.8% in 2004 and 2003. Included in these rates are the depreciation rates on average depreciable utility property of 2.6% in 2005, 2.7% in 2004, and 2.8% in 2003 and the depreciation rates on average depreciable non-utility property of 3.2% in 2005, 3.8% in 2004, and 3.3% in 2003.

    Non-utility property - at cost (less accumulated depreciation) is reported net of accumulated depreciation of $162.2 million and $152.8 million as of December 31, 2005 and 2004, respectively.

    Jointly-Owned Generating Stations

    Certain Entergy subsidiaries jointly own electric generating facilities with third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2005, the subsidiaries' investment and accumulated depreciation in each of these generating stations were as follows:



    Generating Stations

     



    Fuel-Type

     

    Total
    Megawatt
    Capability (1)

     



    Ownership

     



    Investment

     


    Accumulated
    Depreciation

     

     

     

     

     

     

     

     

     

    (In Millions)

    U.S. Utility:

     

     

     

     

     

     

     

     

     

     

     

    Grand Gulf

    Unit 1

     

    Nuclear

     

    1,270

     

    90.00% (2)

     

    $3,680

     

    $1,890

    Independence

    Units 1 and 2

     

    Coal

     

    1,630

     

    47.90%

     

    $466

     

    $260

    White Bluff

    Units 1 and 2

     

    Coal

     

    1,635

     

    57.00%

     

    $430

     

    $277

    Roy S. Nelson

    Unit 6

     

    Coal

     

    550

     

    70.00%

     

    $405

     

    $249

    Big Cajun 2

    Unit 3

     

    Coal

     

    575

     

    42.00%

     

    $233

     

    $134

    Energy Commodity Services:

                         

    Harrison County

     

     

    Gas

     

    550

     

    60.90%

     

    $179

     

    $10

    Warren

       

    Gas

     

    300

     

    75.00%

     

    $24

     

    $9

    (1)

    "Total Megawatt Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.

    (2)

    Includes an 11.5% leasehold interest held by System Energy. System Energy's Grand Gulf lease obligations are discussed in Note 9 to the consolidated financial statements.

    Nuclear Refueling Outage Costs

    Entergy records nuclear refueling outage costs in accordance with regulatory treatment and the matching principle. These refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Except for the River Bend plant, the costs are deferred during the outage and amortized over the period to the next outage. In accordance with the regulatory treatment of the River Bend plant, River Bend's costs are accrued in advance and included in the cost of service used to establish retail rates. Entergy Gulf States relieves the accrued liability when it incurs costs during the next River Bend outage.

    Allowance for Funds Used During Construction (AFUDC)

    AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction in the U.S. Utility segment. Although AFUDC increases both the plant balance and earnings, it is realized in cash through depreciation provisions included in rates.

    Income Taxes

    Entergy Corporation and the majority of its subsidiaries file a United States consolidated federal income tax return. Entergy Louisiana, LLC, formed December 31, 2005, is not a member of the consolidated group and files a separate federal income tax return. Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. In accordance with SFAS 109, "Accounting for Income Taxes," deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for certain credits available for carryforward.

    Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the tax or rate was enacted.

    Investment tax credits are deferred and amortized based upon the average useful life of the related property, in accordance with ratemaking treatment.

    Earnings per Share

    The following table presents Entergy's basic and diluted earnings per share (EPS) calculation included on the consolidated income statement:

     

     

    For the Years Ended December 31,

     

     

    2005

     

    2004

     

    2003

     

     

    (In Millions, Except Per Share Data)

     

     

     

     

    $/share

     

     

     

    $/share

     

     

     

    $/share

    Income from continuing operations before cumulative effect of accounting changes

     


    $943.1

     

     

     


    $909.6

     

     

     


    $804.3

     

     

     

     

     

     

     

       

     

     

     

     

     

     

     

    Average number of common shares outstanding - basic

     


    210.1

     


    $4.49 

     


    226.9

     


    $4.01 

     


    226.8

     


    $3.55 

    Average dilutive effect of:

     

     

     

     

     

     

     

     

     

     

     

     

        Stock Options (1)

     

    4.0

     

    (0.085)

     

    4.1

     

    (0.071)

     

    4.1

     

    (0.063)

        Deferred Units

     

    0.3

     

    (0.006)

     

    0.2

     

    (0.004)

     

    0.2

     

    (0.003)

    Average number of common shares outstanding - diluted

     


    214.4

     


    $4.40 

     


    231.2

     


    $3.93 

     


    231.1

     


    $3.48 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

      

     

    Earnings applicable to common stock

     

    $898.3

     

     

     

    $909.5

     

     

     

    $926.9

     

     

     

     

     

     

     

       

     

     

     

     

     

     

     

    Average number of common shares outstanding - basic

     


    210.1

     


    $4.27 

     


    226.9

     


    $4.01 

     


    226.8

     


    $4.09 

    Average dilutive effect of:

     

     

     

     

     

     

     

     

     

     

     

     

        Stock Options (1)

     

    4.0

     

    (0.081)

     

    4.1

     

    (0.071)

     

    4.1

     

    (0.073)

        Deferred Units

     

    0.3

     

    (0.005)

     

    0.2

     

    (0.004)

     

    0.2

     

    (0.004)

    Average number of common shares outstanding - diluted

     


    214.4

     


    $4.19 

     


    231.2

     


    $3.93 

     


    231.1

     


    $4.01 

     

     

     

     

     

     

     

     

     

     

     

     

     

    (1)

    Options to purchase approximately 1,727,579 common stock shares in 2005, 3,319 common stock shares in 2004, and 15,231 common stock shares in 2003 at various prices were outstanding at the end of those years that were not included in the computation of diluted earnings per share because the exercise prices were greater than the common share average market price at the end of each of the years presented.

    Stock-based Compensation Plans

    Entergy grants stock options to key employees of the Entergy subsidiaries, which is described more fully in Note 7 to the consolidated financial statements. Effective January 1, 2003, Entergy prospectively adopted the fair value based method of accounting for stock options prescribed by SFAS 123, "Accounting for Stock-Based Compensation." Awards under Entergy's plans vest over three years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2004 and 2003 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS 123. There is no pro forma effect for 2005 because all non-vested awards are accounted for at fair value. Stock-based compensation expense included in earnings applicable to common stock, net of related tax effects, for 2005 is $7.8 million. The following table illustrates the effect on net income and earnings per share if Entergy would have historically applied the fair value based method of accounting to stock-based employee compensation.

     

     

    For the Years Ended December 31,

     

     

    2004

     

    2003

     

     

    (In Thousands, Except Per Share Data)

     

     

     

     

     

    Earnings applicable to common stock

     

    $909,524

     

    $926,943

    Add back: Stock-based compensation expense 
      included in earnings applicable to common stock, net
      of related tax effects

      



    5,141

     



    2,818

    Deduct: Total stock-based employee compensation
      expense determined under fair value method for all
      awards, net of related tax effects

     



    16,668

     



    24,518

    Pro forma earnings applicable to common stock

     

    $897,997

     

    $905,243

     

     

     

     

     

    Earnings per average common share:

     

     

     

     

        Basic

     

    $4.01

     

    $4.09

        Basic - pro forma

     

    $3.96

     

    $3.99

     

     

     

     

     

        Diluted

     

    $3.93

     

    $4.01

        Diluted - pro forma

     

    $3.88

     

    $3.92

    Application of SFAS 71

    The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation." This statement applies to the financial statements of a rate-regulated enterprise that meets three criteria. The enterprise must have rates that (i) are approved by a body empowered to set rates that bind customers (its regulator); (ii) are cost-based; and (iii) can be charged to and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Such capitalized costs are reflected as regulatory assets in the accompanying financial statements. A significant majority of Entergy's regulatory assets, net of related regulatory and deferred tax liabilities, earn a return on investment during their recovery periods, or Entergy expects that they will earn a return. SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.

    SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71," specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of the application of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment. Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that an impairment may exist that could require further write-offs of plant assets.

    EITF 97-4: "Deregulation of the Pricing of Electricity - Issues Related to the Application of FASB Statements No. 71 and 101" specifies that SFAS 71 should be discontinued at a date no later than when the effects of a transition to competition plan for all or a portion of the entity subject to such plan are reasonably determinable. Additionally, EITF 97-4 promulgates that regulatory assets to be recovered through cash flows derived from another portion of the entity that continues to apply SFAS 71 should not be written off; rather, they should be considered regulatory assets of the segment that will continue to apply SFAS 71.

    See Note 2 to the consolidated financial statements for discussion of transition to competition activity in the retail regulatory jurisdictions served by the domestic utility companies. Only Texas has a currently enacted retail open access law, but Entergy believes that significant issues remain to be addressed by regulators, and the enacted law does not provide sufficient detail to reasonably determine the impact on Entergy Gulf States' regulated operations.

    Cash and Cash Equivalents

    Entergy considers all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at date of purchase to be cash equivalents. Investments with original maturities of more than three months are classified as other temporary investments on the balance sheet.

    Other Temporary Investments

    The consolidated balance sheet as of December 31, 2004 reflects a reclassification from cash and cash equivalents to other temporary investments of $188 million of instruments used in Entergy's cash management program. A corresponding change was made to the consolidated statement of cash flows for the years ended December 31, 2004 and 2003 resulting in reductions of $188 million and $185 million, respectively, in the amounts presented as cash and cash equivalents as of December 31, 2004 and December 31, 2003. This reclassification is to present certain highly-liquid auction rate securities as short-term investments rather than as cash equivalents due to the stated tenor of the maturities of these investments. Entergy actively invests its available cash balance in financial instruments, which prior to September 2005 included auction rate securities that have stated maturities of 20 years or more. The auction rate securities provided a high degree of liquidity through features such as 7 and 28 day auctions that allow for the redemption of the securities at their face amount plus earned interest. Because Entergy intended to sell these instruments within one year or less, typically within 28 days of the balance sheet date, they are classified as current assets. As of December 31, 2005, Entergy no longer holds any of these auction rate securities.

    Investments

    Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. Because of the ability of the domestic utility companies and System Energy to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the domestic utility companies and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. Decommissioning trust funds for Pilgrim, Indian Point 2, and Vermont Yankee do not receive regulatory treatment. Accordingly, unrealized gains and losses recorded on the assets in these trust funds are recognized in the accumulated other comprehensive income component of shareholders' equity because these assets are classified as available for sale. See Note 15 to the consolidated financial statements for details on the decommissioning trust funds. Entergy records an impairment on investments when the fair market value is less than the carrying value of the asset and that condition is considered other than temporary.

    Equity Method Investees

    Entergy owns investments that are accounted for under the equity method of accounting because Entergy's ownership level results in significant influence, but not control, over the investee and its operations. Entergy records its share of earnings or losses of the investee based on the change during the period in the estimated liquidation value of the investment, assuming that the investee's assets were to be liquidated at book value. In accordance with this method, earnings are allocated to owners or members based on what each partner would receive from its capital account if, hypothetically, liquidation were to occur at the balance sheet date and amounts distributed were based on recorded book values. Entergy discontinues the recognition of losses on equity investments when its share of losses equals or exceeds its carrying amount of investee plus any advances made or commitments to provide additional financial support. See Note 12 to the consolidated financial statements for additional information regarding Entergy's equity method investments.

    Derivative Financial Instruments and Commodity Derivatives

    SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," requires that all derivatives be recognized in the balance sheet, either as assets or liabilities, at fair value, unless they meet the normal purchase, normal sales criteria. The changes in the fair value of recognized derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.

    Contracts for commodities that will be delivered in quantities expected to be used or sold in the ordinary course of business, including certain purchases and sales of power and fuel, are not classified as derivatives. These contracts are exempted under the normal purchase, normal sales criteria of SFAS 133. Revenues and expenses from these contracts are reported on a gross basis in the appropriate revenue and expense categories as the commodities are received or delivered.

    For other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of all hedges are recognized in current-period earnings.

    Impairment of Long-Lived Assets

    Entergy periodically reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets. See Note 11 to the consolidated financial statements for a discussion of asset impairments recognized by Entergy in 2005 and 2004.

    River Bend AFUDC

    The River Bend AFUDC gross-up is a regulatory asset that represents the incremental difference imputed by the LPSC between the AFUDC actually recorded by Entergy Gulf States on a net-of-tax basis during the construction of River Bend and what the AFUDC would have been on a pre-tax basis. The imputed amount was only calculated on that portion of River Bend that the LPSC allowed in rate base and is being amortized over the estimated remaining economic life of River Bend.

    Transition to Competition Liabilities

    In conjunction with electric utility industry restructuring activity in Texas, regulatory mechanisms were established to mitigate potential stranded costs. Texas restructuring legislation allowed depreciation on transmission and distribution assets to be directed toward generation assets. The liability recorded as a result of this mechanism is classified as "transition to competition" deferred credits on the balance sheet.

    Reacquired Debt

    The premiums and costs associated with reacquired debt of the domestic utility companies and System Energy (except that portion allocable to the deregulated operations of Entergy Gulf States) are included in regulatory assets and are being amortized over the life of the related new issuances, in accordance with ratemaking treatment.

    Foreign Currency Translation

    All assets and liabilities of Entergy's foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the end of the period. Revenues and expenses are translated at average exchange rates prevailing during the period. The resulting translation adjustments are reflected in the comprehensive income component of shareholders' equity. Current exchange rates are used for U.S. dollar disclosures of future obligations denominated in foreign currencies.

    New Accounting Pronouncements

    SFAS 123R, "Share-Based Payment" was issued in December 2004 and is effective for Entergy in the first quarter of 2006. SFAS 123R requires all employers to account for share-based payments at fair value and also provides guidance on determining the assumptions to estimate fair value. SFAS 123R also provides guidance on how to account for differences in the amounts of deferred taxes initially recorded when the options are recorded as expense and the amount of expense deducted on a company's tax return when the options are actually exercised. Entergy began voluntarily expensing its stock options effective January 1, 2003 in accordance with SFAS 148, "Stock-Based Compensation - Transition and Disclosure." Entergy is in the process of finalizing its evaluation of the reporting and disclosure issues resulting from the adoption of SFAS 123R but does not expect the effect of the adoption of this standard to be material to Entergy's financial position or results of operations.

    As discussed in Note 8 to the consolidated financial statements, Entergy adopted FIN 47, "Accounting for Conditional Asset Retirement Obligations" during the fourth quarter of 2005. FIN 47 requires that a liability be recorded currently for costs associated with a legal obligation to perform an asset retirement obligation activity for which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity but for which the obligation to perform the asset retirement activity is unconditional. FIN 47 requires that a liability be recognized for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.

    SFAS 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4" and SFAS 153, "Exchanges of Nonmonetary Assets", were issued during the fourth quarter of 2004 and are effective for Entergy in 2006 and 2005, respectively. SFAS 154, "Accounting Changes and Error Corrections" was issued in 2005 and is effective for Entergy in 2006. Entergy does not expect the impact of the issuance of these standards to be material to its financial position or results of operations.

     

    NOTE 2. RATE AND REGULATORY MATTERS

    Regulatory Assets

    Other Regulatory Assets

    The domestic utility companies and System Energy are subject to the provisions of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. In addition to the regulatory assets that are specifically disclosed on the face of the balance sheets, the table below provides detail of "Other regulatory assets" that are included on the balance sheets as of December 31, 2005 and 2004:

       

    2005

     

    2004

       

    (In Millions)

    Asset Retirement Obligation - recovery dependent upon timing of decommissioning
      (Note 8)

     


    $271.7

     


    $380.1

    Deferred fuel - non-current - recovered through rate riders when rates are
      redetermined periodically (Note 2)

     


    6.1

     


    21.9

    Depreciation re-direct - recovery begins at start of retail open access (Note 1)

     

    79.1

     

    79.1

    DOE Decommissioning and Decontamination Fees - recovered through fuel rates until
      December 2006 (Note 8)

     


    17.5

     


    25.3

    Low-level radwaste

     

     

    19.4

    Pension costs (Note 10)

     

    396.1

     

    207.3

    Postretirement benefits - recovered through 2012 (Note 10)

     

    16.8

     

    19.1

    Provision for storm damages - recovered through cost of service (a)

     

    695.8

     

    124.5

    Removal costs - recovered through depreciation rates (Note 8)

     

    140.4

     

    53.2

    Deferred capacity - recovery timing will be determined by the LPSC in the formula rate plan
      filings (Note 2)

     


    93.8

     


    25.4

    River Bend AFUDC - recovered through August 2025 (Note 1)

     

    35.6

     

    37.5

    Sale-leaseback deferral - recovered through June 2014 (Note 9)

     

    121.4

     

    127.3

    Spindletop gas storage facility - recovered through December 2032

     

    40.6

     

    42.3

    Unamortized loss on reaquired debt - recovered over term of debt

     

    165.1

     

    169.9

    Other - various

     

    53.7

     

    97.0

                Total

     

    $2,133.7

     

    $1,429.3

    (a)

    As a result of Hurricane Katrina and Hurricane Rita that hit Entergy's service territory in August and September 2005, Entergy has recorded accruals for the estimated storm restoration costs. Entergy recorded some of these costs as regulatory assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. Entergy is pursuing a broad range of initiatives to recover storm restoration costs. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for Hurricanes Katrina and Rita, and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    In December 2005, Entergy Mississippi filed with the MPSC a Notice of Intent to change rates by implementing a Storm Damage Rider to recover storm damage restoration costs associated with Hurricanes Katrina and Rita totaling approximately $84 million as of November 30, 2005. The notice proposes recovery of approximately $14.7 million, including carrying charges, annually over a five-year period. A hearing on this matter is expected in April 2006. Entergy Mississippi plans to make a second filing in late spring of 2006 to recover additional restoration costs associated with the hurricanes incurred after November 30, 2005 and to reflect receipt of insurance and federal aid.

    In December 2005, Entergy Gulf States filed with the LPSC for interim recovery of $141 million of storm costs. The filing proposes implementing an $18.7 million annual interim surcharge, including carrying charges and subject to refund, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Gulf States recover $850,000 per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Gulf States' interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $6 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Gulf States of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $6 million cap is reached.  Beginning in September 2006, Entergy Gulf States' interim storm cost recovery of $850,000 per month shall be through base rates.  In addition, all excess earnings that Entergy Gulf States may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.

    In December 2005, Entergy Louisiana filed with the LPSC for interim recovery of $355 million of storm costs. The filing proposes implementing a $41.8 million annual interim surcharge, including carrying charges and subject to refund, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Louisiana recover $2 million per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Louisiana's interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $14 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Louisiana of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $14 million cap is reached.  Beginning in September 2006, Entergy Louisiana's interim storm cost recovery of $2 million per month shall be through base rates.  In addition, all excess earnings that Entergy Louisiana may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.

    Deferred fuel costs

    The domestic utility companies are allowed to recover certain fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is recorded as "Deferred fuel costs" on the domestic utility companies' financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2005 and 2004 that Entergy expects to recover or (refund) through the fuel mechanisms of the domestic utility companies, subject to subsequent regulatory review.

     

    2005

     

    2004

     

    (In Millions)

     

     

     

     

    Entergy Arkansas

    $204.2

     

       $7.4 

    Entergy Gulf States

    $324.4

     

     $90.1 

    Entergy Louisiana

      $21.9

     

       $8.7 

    Entergy Mississippi

    $114.0

     

    ($22.8)

    Entergy New Orleans

              N/A (a)

     

       $2.6 

    (a)

    Not included due to the deconsolidation of Entergy New Orleans in 2005.

    Entergy Arkansas

    In March 2005, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2005 through March 2006. The filed energy cost rate, which accounts for 15 percent of a typical residential customer's bill using 1,000 kWh per month, increased 31 percent primarily attributable to a true-up adjustment for an under-recovery balance of $11.2 million and a nuclear refueling adjustment resulting from outages scheduled in 2005 at ANO 1 and 2 and Grand Gulf.

    In September 2005, Entergy Arkansas filed with the APSC an interim energy cost rate per the energy cost recovery rider that provides for an interim adjustment should the cumulative over- or under-recovery for the energy period exceed 10 percent of the energy costs for that period. As of the end of July 2005, the cumulative under-recovery of fuel and purchased power expenses had exceeded the 10 percent threshold due to increases in purchased power expenditures resulting from higher natural gas prices. The interim rate became effective the first billing cycle in October 2005. In early October 2005, the APSC initiated an investigation into Entergy Arkansas' interim rate. The investigation is focused on Entergy Arkansas' 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries. The APSC established a procedural schedule with testimony from Entergy Arkansas, the APSC Staff, and intervenors culminating in a public hearing in May 2006.

    Entergy Gulf States (Texas)

    In the Texas jurisdiction, Entergy Gulf States' rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under the current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until the start of retail open access, which has been delayed. The amounts collected under Entergy Gulf States' fixed fuel factor and any interim surcharge implemented until the date retail open access commences are subject to fuel reconciliation proceedings before the PUCT. In the Texas jurisdiction, Entergy Gulf States' deferred electric fuel costs are $203.2 million as of December 31, 2005, which includes the following:

       

    Amount

       

    (In Millions)

    Under-recovered fuel costs for the period 8/04 - 7/05 to be recovered
      through an interim fuel surcharge over a twelve-month period beginning
      in January 2006

     



      $46.1

    Under-recovered fuel costs for the period 8/05 - 12/05

     

    $101.0

    Items to be addressed as part of unbundling

     

      $29.0

    Other (includes imputed capacity charges)

     

      $27.1

    The PUCT has ordered that the imputed capacity charges be excluded from fuel rates and therefore recovered through base rates. Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Electric Industry Restructuring and the Continued Application of SFAS 71." The rider requested $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States reached an initial agreement with parties that the date upon which cost recovery and cost reconciliation would begin is September 1, 2005.  A further non-unanimous settlement was reached with most of the parties that allows for the rider to be implemented effective December 1, 2005 and collect $18 million annually. The settlement also provides for a fuel reconciliation to be filed by Entergy Gulf States by May 15, 2006 that will resolve the remaining issues in the case with the exception of the amount of purchased power in current base rates and the costs to which load growth is attributed, both of which were settled. The hearing with respect to the non-unanimous settlement, which was opposed by the Office of Public Utility Counsel, was conducted on October 19, 2005 before the ALJ, who issued a Proposal for Decision supporting the settlement. In December 2005, the PUCT approved the settlement. The amounts collected by the purchased capacity recovery rider are subject to reconciliation.

    In September 2005, Entergy Gulf States filed an application with the PUCT to implement a net $46.1 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from August 2004 through July 2005. The application was approved, and the surcharge will be collected over a twelve-month period beginning in January 2006. On March 1, 2006, Entergy Gulf States filed with the PUCT an application to implement an interim fuel surcharge in connection with the under-recovery of $97 million including interest of eligible fuel costs for the period August 2005 through January 2006. This surcharge is in addition to the interim surcharge that went into effect in January 2006. Entergy Gulf States has requested that the interim surcharge requested in its March 2006 filing be implemented by June 1, 2006 and remain in effect for twelve months. Amounts collected through the interim fuel surcharges are subject to final reconciliation in a future fuel reconciliation proceeding.

    In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003 reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. This amount includes $8.6 million of under-recovered costs that Entergy Gulf States asked to reconcile and roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. This case involves imputed capacity and River Bend payment issues similar to those decided adversely in the January 2001 proceeding, discussed below, which is now on appeal. On January 31, 2005, the ALJ issued a Proposal for Decision that recommends disallowing $10.7 million (excluding interest) related to these two issues. In April 2005, the PUCT issued an order reversing in part the ALJ's Proposal for Decision and allowing Entergy Gulf States to recover a part of its request related to the imputed capacity and River Bend payment issues. The PUCT's order reduced the disallowance in the case to $8.3 million. Both Entergy Gulf States and certain Cities served by Entergy Gulf States filed motions for rehearing on these issues which were denied by the PUCT. Entergy Gulf States and certain Cities filed appeals to the Travis County District Court. The appeals are pending. Any disallowance will be netted against Entergy Gulf States' under-recovered costs and will be included in its deferred fuel costs balance.

    In January 2001, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. In August 2002, the PUCT reduced Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at that time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regulated share of River Bend. The case was argued before the Travis County District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals. Oral argument before the appellate court occurred in September 2004, and the Court denied Entergy Gulf States' appeal. In October 2005, Entergy Gulf States filed a petition for review by the Texas Supreme Court, and in December 2005, the Texas Supreme Court requested that responses be filed to Entergy Gulf States' petition as part of its ongoing consideration of whether to exercise its discretion to grant review of this matter. Those responses and Entergy Gulf States' reply to those responses were filed in January 2006.

    Entergy Gulf States (Louisiana) and Entergy Louisiana

    In Louisiana, Entergy Gulf States and Entergy Louisiana recover electric fuel and purchased power costs for the upcoming month based upon the level of such costs from the prior month. In Louisiana, Entergy Gulf States' purchased gas adjustments include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations of actual fuel costs incurred with fuel cost revenues billed to customers.

    In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner, a claim that also has been raised in the summer 2001, 2002, and 2003 purchased power proceedings. The global settlement approved by the LPSC in March 2005, discussed below in "Retail Rate Proceedings," resolves the uprate imprudence disallowance and is no longer at issue in this proceeding. Subsequent to the issuance of the audit report, the scope of this docket was expanded to include a review of annual reports on fuel and purchased power transactions with affiliates and a prudence review of transmission planning issues. Also, in July 2005, the LPSC expanded the audit to include the years 2002 through 2004. A procedural schedule has been established and LPSC staff and intervenor testimony is due in April 2006.

    In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 31, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established, and the LPSC staff has not yet issued its audit report. In June 2005, the LPSC expanded the audit to include the years through 2004.

    In November 2005, the LPSC authorized its staff to initiate an expedited proceeding to audit the fuel and power procurement activities of Entergy Louisiana and Entergy Gulf States for the period January 1, 2005 through October 31, 2005.

    Entergy Mississippi

    Entergy Mississippi's rate schedules include an energy cost recovery rider which is adjusted quarterly to reflect accumulated over- or under-recoveries from the second prior quarter. In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 of $21.3 million were deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges was refunded through the energy cost recovery rider in the second and third quarters of 2005.

    In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges was collected through the energy cost recovery rider over a twelve-month period that began in January 2004.

    Retail Rate Proceedings

    Filings with the APSC

    Retail Rates

    No significant retail rate proceedings are pending in Arkansas at this time.

    Filings with the PUCT and Texas Cities

    Retail Rates

    Entergy Gulf States is operating in Texas under a base rate freeze that has remained in effect during the delay in the implementation of retail open access in Entergy Gulf States' Texas service territory. As discussed in "Electric Industry Restructuring and the Continued Application of SFAS 71" below, a Texas law was enacted in June 2005 which includes provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and to file for recovery of transition to competition costs. As authorized by the legislation, in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs. Entergy Gulf States requested recovery of $189 million in transition to competition costs through implementation of a 15-year rider to be effective no later than March 1, 2006. The $189 million represents transition to competition costs Entergy Gulf States incurred from June 1, 1999 through June 17, 2005 in preparing for competition in its service area, including attendant AFUDC, and all carrying costs projected to be incurred on the transition to competition costs through February 28, 2006. The $189 million is before any gross-up for taxes or carrying costs over the 15-year recovery period. Entergy Gulf States has reached a unanimous settlement agreement in principle on all issues with the active parties in the transition to competition cost recovery case. The agreement in principle allows Entergy Gulf States to recover $14.5 million per year in transition to competition costs over a 15-year period. Entergy Gulf States implemented interim rates based on this revenue level on March 1, 2006, subject to refund. Entergy Gulf States expects that the PUCT will consider the formal settlement document, which is currently being developed, in the second quarter 2006.

    The Texas law enacted also allowed Entergy Gulf States to file with the PUCT for recovery of certain incremental purchased capacity costs which was implemented effective December 1, 2005. This proceeding is discussed above under "Deferred Fuel Costs."

    Recovery of River Bend Costs

    In March 1998, the PUCT disallowed recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to the Travis County District Court in Texas. In April 2002, the Travis County District Court issued an order affirming the PUCT's order on remand disallowing recovery of the abeyed plant costs. Entergy Gulf States appealed this ruling to the Third District Court of Appeals. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, Entergy Gulf States accrued for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million at the time of the Court of Appeals decision. Accrual of the $107.7 million loss was recorded in the second quarter of 2003 as miscellaneous other income (deductions) and reduced net income by $65.6 million after-tax. In September 2004, the Texas Supreme Court denied Entergy Gulf States' petition for review, and Entergy Gulf States filed a motion for rehearing. In February 2005, the Texas Supreme Court denied the motion for rehearing, and the proceeding is now final.

    Filings with the LPSC

    Global Settlement including Entergy Gulf States and Entergy Louisiana

    In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers in Entergy Gulf States' Louisiana service territory and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The net income effect of $48.6 million for Entergy Gulf States and $8.6 million for Entergy Louisiana was recognized primarily in 2004 when Entergy Gulf States and Entergy Louisiana recorded provisions for the expected outcome of the proceeding. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews and Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Gulf States and Entergy Louisiana reserved for the approximate refund amounts.

    The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. Entergy Gulf States made its initial formula rate plan filing in June 2005, as discussed below. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States.

    Retail Rates - Electric

    (Entergy Louisiana)

    Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase in January 2004. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million that was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in July 2005 and refunded excess revenue collected during May 2005, including interest, in August 2005.

    The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

    (Entergy Gulf States)

    In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. A revision to the filing was made in September 2005 resulting in a $37.2 million base rate increase effective with the first billing cycle of October 2005, subject to refund. The base rate increase consists of two components. The first is a base rate increase of approximately $21.1 million due to the formula rate plan 2004 test year revenue requirement. The second component of the increase is the recovery of the annual revenue requirement of $16.1 million associated with the purchase of power from the Perryville generating station, which purchase was approved by the LPSC. A final order from the LPSC is expected by the second quarter of 2006.

    Retail Rates - Gas (Entergy Gulf States)

    In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

    In January 2006, Entergy Gulf States filed with the LPSC its gas rate stabilization plan. The filing showed a revenue deficiency of $4.1 million based on an ROE mid-point of 10.5%. Approval by the LPSC and implementation are not expected until the second quarter of 2006.

     

    Filings with the MPSC

    Formula Rate Plan Filings

    Entergy Mississippi made its annual formula rate plan filing with the MPSC in March 2005 based on a 2004 test year. In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on a performance-adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

     

    Power Management Rider

    The MPSC approved the purchase of the Attala power plant in November 2005. In December 2005, the MPSC issued an order approving the investment cost recovery through its power management rider and limited the recovery to a period that begins with the closing date of the purchase and ends the earlier of the date costs are incorporated into base rates or December 31, 2006. The MPSC order also provided that any reserve equalization benefits be credited to the annual ownership costs beginning with the date that Entergy Mississippi begins recovery of the Hurricane Katrina restoration costs or July 1, 2006, whichever is earlier. On December 9, 2005, Entergy Mississippi filed a compliance rider.

    Filings with the City Council

    Formula Rate Plans

    In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council. The filings showed that a decrease of $0.2 million in electric revenues was warranted and an increase of $3.9 million in gas revenues was warranted. In addition, in May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plans and generation performance-based rate plan (G-PBR) for an additional three years. In August 2005, Entergy New Orleans, the City Council advisors, and the intervenors entered into an agreement in principle which provided, among other things, for a reduction in the Customer Care System investment of $3.2 million and for a reduction in Entergy New Orleans' electric base rates of $2.5 million and no change in Entergy New Orleans' gas base rates. The agreement provided for the continuation of the electric and gas formula rate plans for two more annual cycles, effective September 1, 2005, with a target equity ratio of 45% as well as a mid-point return on equity (ROE) of 10.75%. The ROE band-width is 100 basis points from the mid-point for electric operations. For gas operations, the ROE band-width is 50 basis points from the mid-point and zero basis points for the 2005 evaluation period. The agreement in principle also includes the continuation and modification of the G-PBR by separating the operation of the G-PBR from the formula rate plan so that the core business' electric rates are not set on a prospective basis by reference to G-PBR earnings. The agreement in principle provided for a $4.5 million cap on Entergy New Orleans' share of G-PBR savings. The G-PBR plan, however, has been temporarily suspended due to impacts from Hurricane Katrina. Entergy New Orleans will notify the City Council's advisors and the City Council at such time as it is reasonable to resume the operation of the G-PBR.

    In August 2005, prior to Hurricane Katrina, the Council Utility, Cable and Telecommunications Committee voted to recommend to the City Council a resolution approving this agreement in principle. The City Council was to consider this recommendation at its regularly scheduled meeting on September 1, 2005, but this meeting did not occur due to Hurricane Katrina. On August 31, 2005, the chairman of the Council Utility, Cable and Telecommunications Committee issued a letter authorizing Entergy New Orleans to implement the agreement in principle in accordance with the resolution previously considered by this Council committee, and advising Entergy New Orleans that the City Council would consider the ratification of this letter authorization at the first available opportunity. On September 27, 2005, the City Council ratified the August 31, 2005 letter, and deemed the resolution approving the agreement in principle to be effective as of September 1, 2005.

    Fuel Adjustment Clause Litigation

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

    Plaintiffs also filed a corresponding complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs appealed the City Council resolution to the state courts. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher.

    In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. Subsequent to Entergy New Orleans' filing of a bankruptcy petition in the Eastern District of Louisiana, Entergy New Orleans filed a Notice of Stay with the Court of Appeal. The Bankruptcy Court lifted the stay with respect to the plaintiffs' appeal of the Civil District Court decision, but the class action lawsuit remains stayed. In February 2006, Entergy New Orleans filed a notice removing the class action lawsuit from the Civil District Court to the U.S. District Court for the Eastern District of Louisiana. Additionally, in the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans fuel clause lawsuit, together with the named plaintiffs in the Entergy New Orleans rate of return lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans fuel clause lawsuit and the Entergy New Orleans rate of return lawsuit, and alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in sate court. Answers were due in this adversary proceeding in February 2006, but Entergy New Orleans has requested an extension to answer until March 2006.

    Electric Industry Restructuring and the Continued Application of SFAS 71

    Although Arkansas and Texas enacted retail open access laws, the retail open access law in Arkansas has now been repealed. Retail open access in Entergy Gulf States' service territory in Texas has been delayed. Entergy believes that significant issues remain to be addressed by Texas regulators, and the enacted law does not provide sufficient detail to allow Entergy Gulf States to reasonably determine the impact on Entergy Gulf States' regulated operations. Entergy therefore continues to apply regulatory accounting principles to the retail operations of all of the domestic utility companies.

    Texas

    (Entergy Gulf States)

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

  • the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States requested authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC.
  • the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory.
  • the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.
  • After considering the proposal, in an April 2003 order the PUCT set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities included initiating a proceeding to certify an independent organization to administer market protocols and ensure nondiscriminatory access to transmission and distribution systems.

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

    In June 2005, a Texas law was enacted which provides that:

  • Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
  • the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
  • Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification (as discussed below);
  • Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
  • Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
  • Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "Deferred Fuel Costs," in July 2005, Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
  • Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges (as discussed above in "Filings with the PUCT and Texas Cities," in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs).
  • Entergy Gulf States made the January 2006 filing regarding the identification of power region(s) required by the 2005 legislation, and based on the statutory requirements for the certification of a qualified power region (QPR), previous PUCT rulings, and Entergy Gulf States' geographical location, Entergy Gulf States identified three potential power regions:

    1. Electric Reliability Council of Texas (ERCOT) as the power region and Independent Organization (IO);
    2. Southwest Power Pool (SPP) as the power region and IO; and
    3. the Entergy market as the power region and the Independent Coordinator of Transmission (ICT) as the IO.

    Based on previous rulings of the PUCT, and absent reconsideration of those rulings, Entergy Gulf States believes that the third alternative - an ICT operating in Entergy's market area - is not likely to be a viable QPR alternative at this time. Accordingly, while noting this alternative, Entergy Gulf States' filing focuses on the first two alternatives, which are expected to meet the statutory requirements for certification so long as certain key implementation issues can be resolved. Entergy Gulf States' filing enumerated and discussed the corresponding steps and a high-level schedule associated with certifying either of these two power regions.

    Entergy Gulf States' filing does not make a recommendation between ERCOT and the SPP as a power region. Rather, the filing discusses the major issues that must be resolved for either of those alternatives to be implemented. In the case of ERCOT, the major issue is the cost and time related to the construction of facilities to interconnect Entergy Gulf States' Texas operations with ERCOT, while addressing the interest of Entergy Gulf States' retail customers and certain wholesale customers in access to generation outside of Texas. With respect to the SPP, the major issue is the development of protocols that would ultimately be necessary to implement retail open access.

    Entergy Gulf States recommended that the PUCT open a project for the purpose of involving stakeholders in the selection of the single power region that Entergy Gulf States should request for certification. Entergy Gulf States notes that House Bill 1567 also directs Entergy Gulf States to file a transition to competition filing no later than January 1, 2007. The contents of the January 1, 2007 filing will be affected by the power region selected. Accordingly, Entergy Gulf States recommended that the goal of the project should be to reach consensus on a power region in a timely manner to inform Entergy Gulf States' January 1, 2007 filing.

    NOTE 3. INCOME TAXES

    Income tax expenses from continuing operations for 2005, 2004, and 2003 consist of the following:

     

     

    2005

    2004

     

    2003

     

     

    (In Thousands)

    Current:

     

     

      

     

     

     

        Federal (a)(b)

     

    ($306,524)

     

    $67,924 

     

    ($725,319)

        Foreign

     

    13,290 

     

    (2,231)

     

    8,284 

        State (a)(b)

     

    (27,212)

     

    38,324 

     

    23,316 

            Total (a)(b)

     

    (320,446)

     

    104,017 

     

    (693,719)

    Deferred - net

     

     898,384 

     

    282,275 

     

    1,218,796 

    Investment tax credit

     

     

     

     

     

     

        adjustments - net

     

    (18,654)

      

    (20,987)

     

    (27,644)

        Income tax expense from continuing
            operations

     

    $559,284 

     

    $365,305 

     

    $497,433 

    (a)

    The actual cash taxes paid were $98,072 in 2005, $28,241 in 2004, and $188,709 in 2003. Entergy Louisiana's mark-to-market tax accounting election significantly reduced taxes paid in 2002. In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia project (the contract is discussed in Note 8 to the consolidated financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $664 million through 2005, which is expected to reverse in the years 2006 through 2031 depending on several variables, including the price of power. The election did not reduce book income tax expense.

    (b)

    In 2003, the domestic utility companies and System Energy filed, with the IRS, a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $2.8 billion deduction on Entergy's 2003 income tax return. There was no cash benefit from the method change in 2003. In addition, on a consolidated basis, there was no cash benefit from this method change in 2004 or 2005. The IRS has issued new proposed regulations effective in 2005 that may preclude a significant portion of the benefit of this tax accounting method change. In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold. This new method is also subject to IRS scrutiny.

    Total income taxes from continuing operations differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2005, 2004, and 2003 are:

     

     

    2005

     

    2004

     

    2003

     

     

    (In Thousands)

     

     

     

     

     

     

     

    Computed at statutory rate (35%)

     

    $534,743 

     

    $454,438 

     

    $463,831 

    Increases (reductions) in tax

     

     

     

     

     

     

        resulting from:

     

     

     

     

     

     

        State income taxes net of

     

     

     

     

     

     

            federal income tax effect

     

    44,282 

     

    36,149 

     

    43,210 

        Regulatory differences-

     

     

     

     

     

     

            utility plant items

     

    28,983 

     

    41,240 

     

    52,446 

        Amortization of investment

     

     

     

     

     

     

            tax credits

     

    (18,691)

     

    (20,596)

     

    (24,364)

        EAM capital loss

     

    (792)

     

    (86,426)

     

        Flow-through/permanent

     

     

     

     

     

     

            differences

     

    (32,518)

     

    (43,037)

     

    (29,722)

        US tax on foreign income

     

    2,798 

     

    2,014 

     

    7,888 

        Other -- net

     

    479 

     

    (18,477)

     

    (15,856)

            Total income taxes from continuing
                operations

     

    $559,284 

     

    $365,305 

     

    $497,433 

     

     

     

     

     

     

     

    Effective Income Tax Rate

     

    36.6%

     

    28.1%

     

    37.5%

    The EAM capital loss is a tax benefit resulting from the sale of preferred stock and less than 1% of the common stock of Entergy Asset Management, an Entergy subsidiary. In December 2004, an Entergy subsidiary sold the stock to a third party for $29.75 million. The sale resulted in a capital loss for tax purposes of $370 million, producing a federal and state net tax benefit of $97 million that Entergy recorded in the fourth quarter of 2004. Entergy has established a contingency provision in its financial statements that management believes will sufficiently cover the risk associated with this issue.

    Significant components of net deferred and noncurrent accrued tax liabilities as of December 31, 2005 and 2004 are as follows:

     

     

    2005

     

    2004

     

     

    (In Thousands)

    Deferred and Noncurrent Accrued Tax Liabilities:

     

     

     

     

        Net regulatory liabilities

     

    ($954,742)

     

    ($978,815)

       Plant-related basis differences

     

    (5,444,178)

     

    (4,699,803)

       Power purchase agreements

     

    (2,422,967)

     

    (972,348)

       Nuclear decommissioning

     

    (390,256)

     

    (545,109)

       Other

     

    (621,179)

     

    (346,993)

           Total

     

    (9,833,322)

     

    (7,543,068)

     

     

     

     

     

    Deferred Tax Assets:

     

     

     

     

       Accumulated deferred investment

     

     

     

     

           tax credit

     

    125,521 

     

    133,979 

       Capital losses

     

    119,003 

     

    134,688 

       Net operating loss carryforwards

     

    2,788,864 

     

    1,201,006 

       Sale and leaseback

     

    238,557 

     

    227,155 

       Unbilled/deferred revenues

     

    25,455 

     

    28,741 

       Pension-related items

     

    231,154 

     

    247,662 

       Reserve for regulatory adjustments

     

    120,792 

     

    131,112 

       Customer deposits

     

    70,222 

     

    107,652 

       Nuclear decommissioning

     

    168,928 

     

    158,796 

       Other

     

    560,980 

     

    225,659 

       Valuation allowance

     

    (38,791)

     

    (43,864)

           Total

     

    4,410,685 

     

    2,552,586 

     

     

     

     

     

           Net deferred and noncurrent accrued tax liability

     

    ($5,422,637)

     

    ($4,990,482)

    At December 31, 2005, Entergy had $268.4 million in net realized federal capital loss carryforwards that will expire as follows: $104.9 million in 2007, $0.8 million in 2008, and $162.7 million in 2009.

    At December 31, 2005, Entergy had federal net operating loss carryforwards of $6.6 billion primarily resulting from changes in tax accounting methods relating to (a) the domestic utility companies calculation of cost of goods sold and (b) Non-Utility Nuclear's 2005 mark-to-market tax accounting election, and losses due to Hurricanes Katrina and Rita. Both tax accounting method changes produce temporary book tax differences, which will reverse in the future. Approximately $4.0 billion of the net operating loss, attributable to the two tax accounting method changes, is expected to reverse within four years. The timing of the reversal depends on several variables, including the price of power and nuclear plant life extensions. If the federal net operating loss carryforwards are not utilized, they will expire in the years 2023 through 2025. Entergy expects to receive a refund of $242 million from prior tax years under the special provisions of the Gulf Opportunity Zone Act of 2005 and the Energy Policy Act of 2005 in the second quarter of 2006. The expected refund is reflected as a receivable in the "Prepayments and other" line on the balance sheet as of December 31, 2005.

    At December 31, 2005, Entergy had estimated state net operating loss carryforwards of $8.4 billion, primarily resulting from Entergy Louisiana's mark-to-market tax election, the domestic utility companies' change in method of accounting for tax purposes related to cost of goods sold, and Non-Utility Nuclear's 2005 mark-to-market tax accounting election, all discussed above. If the state net operating loss carryforwards are not utilized, they will expire in the years 2008 through 2020.

    The 2005 and 2004 valuation allowances are provided against UK capital loss and UK net operating loss carryforwards, and certain state net operating loss carryforwards. The UK losses can be utilized against future UK taxable income. For UK tax purposes, these carryforwards do not expire.

    On October 22, 2004, the American Jobs Creation Act of 2004 (the Act) was enacted. The Act promotes domestic production and investing activities by providing a number of tax incentives including a temporary incentive to repatriate accumulated foreign earnings, subject to certain limitations, by providing an 85% dividends received deduction for certain repatriated earnings and also providing a tax deduction of up to 9% of qualifying production activities. In 2004, Entergy repatriated $59.1 million of accumulated foreign earnings, which resulted in approximately $11.0 million of tax benefit. At December 31, 2005, Entergy had no undistributed earnings from subsidiary companies outside the United States that are being considered for repatriation. In accordance with FSP 109-1, which was issued by the FASB to address the accounting for the impacts of the Act, the allowable production tax credit will be treated as a special deduction in the period in which it is deducted rather than treated as a tax rate change during 2004 which is the period in which the Act was signed into law. The adoption of FSP 109-1 and FSP 109-2, also issued by the FASB to address the accounting for the repatriation provisions of the Act, did not have a material effect on Entergy's financial statements.

    Income Tax Audits

    Entergy is currently under audit by the IRS with respect to tax returns for tax periods subsequent to 1995 and through 2003, and is subject to audit by the IRS and other taxing authorities for subsequent tax periods.  The amount and timing of any tax assessments resulting from these audits are uncertain, and could have a material effect on Entergy's financial position and results of operations.  Entergy believes that the contingency provisions established in its financial statements will sufficiently cover the liabilities that are reasonably estimable associated with tax matters. Certain material audit matters as to which management believes there is a reasonable possibility of a future tax payment are discussed below.

    Depreciable Property Lives

    In October 2005, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi Entergy New Orleans, and System Energy concluded settlement discussions with IRS Appeals related to the 1996 - 1998 audit cycle. The most significant issue settled involved the changes in tax depreciation methods with respect to certain types of depreciable property. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans partially conceded depreciation associated with assets other than street lighting and intend to pursue the street lighting depreciation in litigation. Entergy Gulf States was not part of the settlement and did not change its accounting method for these certain assets until 1999. The total cash concession related to these deductions for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy is $56 million plus interest of $23 million. The effect of a similar settlement by Entergy Gulf States would result in a cash tax exposure of approximately $25 million plus interest of $8 million.

    Because this issue relates to the timing of when depreciation expense is deducted, the conceded amount for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, or any future conceded amounts by Entergy Gulf States will be recovered in future periods. Entergy believes that the contingency provision established in its financial statements sufficiently covers the risk associated with this item.

    Mark to Market of Certain Power Contracts

    In 2001, Entergy Louisiana changed its method of accounting for income tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia hydroelectric project. On audit of Entergy Louisiana's 2001 tax return, the IRS made an adjustment reducing the amount of the deduction associated with this method change. The adjustment had no material impact on Entergy Louisiana's earnings and required no additional cash payment of 2001 income tax. The Vidalia contract method change has resulted in estimated cumulative cash flow benefits of approximately $664 million through December 31, 2005. This benefit could reverse in the years 2006 through 2031 depending on several variables, including the price of power. The tax accounting election has had no effect on book income tax expense.

     

    NOTE 4. LINES OF CREDIT AND SHORT-TERM BORROWINGS

    Entergy Corporation has in place two separate revolving credit facilities, a five-year credit facility and a three-year credit facility. The five-year credit facility, which expires in May 2010, has a borrowing capacity of $2 billion, of which $785 million was outstanding as of December 31, 2005. The three-year facility, which expires in December 2008, has the borrowing capacity of $1.5 billion, none of which was outstanding at December 31, 2005. Entergy also has the ability to issue letters of credit against the total borrowing capacity of both credit facilities, and letters of credit totaling $239.5 million had been issued against the five-year facility at December 31, 2005. The total unused capacity for these facilities as of December 31, 2005 was approximately $2.2 billion. The commitment fee for these facilities is currently 0.13% per annum of the unused amount. Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior debt ratings of the domestic utility companies.

    Entergy Corporation's facilities require it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy fails to meet this ratio, or if Entergy or the domestic utility companies (except Entergy New Orleans) default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the facilities' maturity dates may occur.

    Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each have 364-day credit facilities available as follows:


    Company

     


    Expiration Date

     

    Amount of
    Facility

     

    Amount Drawn as
    of Dec. 31, 2005

     

     

     

     

     

     

     

    Entergy Arkansas

     

    April 2006

     

    $85 million (a)

     

    -

    Entergy Louisiana

     

    April 2006

     

    $85 million (a)

     

    $40 million

    Entergy Louisiana

     

    May 2006

     

    $15 million (b)

     

    -

    Entergy Mississippi

     

    May 2006

     

    $25 million

     

    -

    (a)

    The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million. Entergy Louisiana granted a security interest in its receivables to secure its $85 million facility.

    (b)

    The combined amount borrowed by Entergy Louisiana under its $15 million facility and by Entergy New Orleans under a $15 million facility that it has with the same lender cannot exceed $15 million at any one time. Because Entergy New Orleans' facility is fully drawn, no capacity is currently available on Entergy Louisiana's facility.

    The 364-day credit facilities have variable interest rates and the average commitment fee is 0.13%. The $85 million Entergy Arkansas and Entergy Louisiana credit facilities each require the respective company to maintain total shareholders' equity of at least 25% of its total assets.

    After the repeal of PUHCA 1935, effective February 8, 2006, the FERC, under the Federal Power Act, and not the SEC, has jurisdiction over authorizing securities issuances by the domestic utility companies and System Energy (except securities with maturities longer than one year issued by (a) Entergy Arkansas which are subject to the jurisdiction of the APSC and (b) Entergy New Orleans which are currently subject to the jurisdiction of the bankruptcy court). Under PUHCA 2005 and the Federal Power Act, no approvals are necessary for Entergy Corporation to issue securities. Under a savings provision in PUHCA 2005, each of the domestic utility companies and System Energy may rely on the financing authority in its existing PUHCA 1935 SEC order or orders through December 31, 2007 or until the SEC authority is superceded by FERC authorization. The FERC has issued an order ("FERC Short-Term Order") approving the short-term borrowing limits of the domestic utility companies (except Entergy New Orleans) and System Energy through March 31, 2008. Entergy New Orleans may rely on existing SEC PUHCA 1935 orders for its short-term financing authority, subject to bankruptcy court approval. In addition to borrowings from commercial banks, the FERC Short-Term Order authorized the domestic utility companies (except Entergy New Orleans which is authorized by an SEC PUHCA 1935 order) and System Energy to continue as participants in the Entergy System money pool through February 8, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external short-term borrowings combined may not exceed authorized limits. As of December 31, 2005, Entergy's subsidiaries' aggregate money pool and external short-term borrowings authorized limit was $2.0 billion, the aggregate outstanding borrowing from the money pool was $379.7 million, and Entergy's subsidiaries' outstanding short-term borrowing from external sources was $40 million. To the extent that the domestic utility companies and System Energy wish to rely on SEC financing orders under PUHCA 1935, there are capitalization and investment grade ratings conditions that must be satisfied in connection with security issuances, other than money pool borrowings. There is further discussion of commitments for long-term financing arrangements in Note 5 to the consolidated financial statements.

     

    NOTE 5. LONG - TERM DEBT

    Long-term debt as of December 31, 2005 and 2004 consisted of:

     

    2005

     

    2004

     

    (In Thousands)

    Mortgage Bonds:

         

        6.125% Series due July 2005 - Entergy Arkansas

    $-

     

    $100,000

        8.125% Series due July 2005 - Entergy New Orleans(g)

    -

     

    30,000

        6.77% Series due August 2005 - Entergy Gulf States

    -

     

    98,000

        4.875% Series due October 2007 - System Energy

    70,000

     

    70,000

        4.35% Series due April 2008 - Entergy Mississippi

    100,000

     

    100,000

        3.6% Series due June 2008 - Entergy Gulf States

    325,000

     

    325,000

        3.875% Series due August 2008 - Entergy New Orleans (g)

    -

     

    30,000

        Libor + 0.75% Series due December 2008 - Entergy Gulf States

    350,000

     

    -

        Libor + 0.40% Series due December 2009 - Entergy Gulf States

    225,000

     

    225,000

        4.5% Series due June 2010 - Entergy Arkansas

    100,000

     

    -

        4.67% Series due June 2010 - Entergy Louisiana

    55,000

     

    -

        5.12% Series due August 2010 - Entergy Gulf States

    100,000

     

    -

        5.83% Series due November 2010 - Entergy Louisiana

    150,000

     

    -

        4.65% Series due May 2011 - Entergy Mississippi

    80,000

     

    80,000

        4.875% Series due November 2011 - Entergy Gulf States

    200,000

     

    200,000

        6.0% Series due December 2012 - Entergy Gulf States

    140,000

     

    140,000

        5.15% Series due February 2013 - Entergy Mississippi

    100,000

     

    100,000

        5.25% Series due August 2013 - Entergy New Orleans (g)

    -

     

    70,000

        5.09% Series due November 2014 - Entergy Louisiana

    115,000

     

    115,000

        5.6% Series due December 2014 - Entergy Gulf States

    50,000

     

    50,000

        5.25% Series due August 2015 - Entergy Gulf States

    200,000

     

    200,000

        5.70% Series due June 2015 - Entergy Gulf States

    200,000

     

    -

        5.56% Series due September 2015 - Entergy Louisiana

    100,000

     

    -

        6.75% Series due October 2017 - Entergy New Orleans (g)

    -

     

    25,000

        5.4% Series due May 2018 - Entergy Arkansas

    150,000

     

    150,000

        4.95% Series due June 2018 - Entergy Mississippi

    95,000

     

    95,000

        5.0% Series due July 2018 - Entergy Arkansas

    115,000

     

    115,000

        5.5% Series due April 2019 - Entergy Louisiana

    100,000

     

    100,000

        7.0% Series due October 2023 - Entergy Arkansas

    -

     

    175,000

        5.6% Series due September 2024 - Entergy New Orleans (g)

    -

     

    35,000

        5.66% Series due February 2025 - Entergy Arkansas

    175,000

     

    -

        5.65% Series due September 2029 - Entergy New Orleans (g)

    -

     

    40,000

        6.7% Series due April 2032 - Entergy Arkansas

    100,000

     

    100,000

        7.6% Series due April 2032 - Entergy Louisiana

    150,000

     

    150,000

        6.0% Series due November 2032 - Entergy Arkansas

    100,000

     

    100,000

        6.0% Series due November 2032 - Entergy Mississippi

    75,000

     

    75,000

        7.25% Series due December 2032 - Entergy Mississippi

    100,000

     

    100,000

        5.9% Series due June 2033 - Entergy Arkansas

    100,000

     

    100,000

        6.20% Series due July 2033 - Entergy Gulf States

    240,000

     

    240,000

        6.25% Series due April 2034 - Entergy Mississippi

    100,000

     

    100,000

        6.4% Series due October 2034 - Entergy Louisiana

    70,000

     

    70,000

        6.38% Series due November 2034 - Entergy Arkansas

    60,000

     

    60,000

        6.18% Series due March 2035 - Entergy Gulf States

    85,000

     

    -

        6.30% Series due September 2035 - Entergy Louisiana

    100,000

     

    -

        Total mortgage bonds

    $4,575,000

     

    $3,763,000

     

    2005

     

    2004

     

    (In Thousands)

           

    Governmental Bonds (a):

         

        5.45% Series due 2010, Calcasieu Parish - Louisiana

    $22,095

     

    $22,095

        6.75% Series due 2012, Calcasieu Parish - Louisiana

    48,285

     

    48,285

        6.7% Series due 2013, Pointe Coupee Parish - Louisiana

    17,450

     

    17,450

        5.7% Series due 2014, Iberville Parish - Louisiana

    21,600

     

    21,600

        7.7% Series due 2014, West Feliciana Parish - Louisiana

    -

     

    94,000

        5.8% Series due 2015, West Feliciana Parish - Louisiana

    28,400

     

    28,400

        7.0% Series due 2015, West Feliciana Parish - Louisiana

    39,000

     

    39,000

        7.5% Series due 2015, West Feliciana Parish - Louisiana

    -

     

    41,600

        9.0% Series due 2015, West Feliciana Parish - Louisiana

    -

     

    45,000

        5.8% Series due 2016, West Feliciana Parish - Louisiana

    20,000

     

    20,000

        6.3% Series due 2016, Pope County - Arkansas (f)

    19,500

     

    19,500

        5.6% Series due 2017, Jefferson County - Arkansas

    45,500

     

    45,500

        6.3% Series due 2018, Jefferson County - Arkansas (f)

    9,200

     

    9,200

        6.3% Series due 2020, Pope County - Arkansas

    120,000

     

    120,000

        6.25% Series due 2021, Independence County - Arkansas

    -

     

    45,000

        7.5% Series due 2021, St. Charles Parish - Louisiana

    -

     

    50,000

        5.0% Series due 2021, Independence County - Arkansas

    45,000

     

    -

        5.875% Series due 2022, Mississippi Business Finance Corp.

    216,000

     

    216,000

        5.9% Series due 2022, Mississippi Business Finance Corp.

    102,975

     

    102,975

        7.0% Series due 2022, St. Charles Parish - Louisiana

    -

     

    24,000

        7.05% Series due 2022, St. Charles Parish - Louisiana

    -

     

    20,000

        Auction Rate due 2022, Independence County - Mississippi (f)

    30,000

     

    30,000

        4.6% Series due 2022, Mississippi Business Finance Corp. (f)

    16,030

     

    16,030

        5.95% Series due 2023, St. Charles Parish - Louisiana (f)

    25,000

     

    25,000

        6.2% Series due 2023, St. Charles Parish - Louisiana

    -

     

    33,000

        6.875% Series due 2024, St. Charles Parish - Louisiana

    -

     

    20,400

        6.375% Series due 2025, St. Charles Parish - Louisiana

    -

     

    16,770

        6.2% Series due 2026, Claiborne County - Mississippi

    90,000

     

    90,000

        5.05% Series due 2028, Pope County - Arkansas (b)

    -

     

    47,000

        6.6% Series due 2028, West Feliciana Parish - Louisiana

    40,000

     

    40,000

        Auction Rate due 2030, St. Charles Parish - Louisiana (f)

    60,000

     

    60,000

        4.9% Series due 2030, St. Charles Parish - Louisiana (e)

    -

     

    55,000

        Total governmental bonds

    1,016,035

     

    1,462,805

           

    Other Long-Term Debt:

         

        Note Payable to NYPA, non-interest bearing, 4.8% implicit rate

    $373,186

     

    $445,605

        5 year Bank Credit Facility (Entergy Corporation and Subsidiaries, Note 4)

    785,000

     

    -

        3 year Bank Credit Facility (Entergy Corporation and Subsidiaries, Note 4)

    -

     

    50,000

        Bank term loan, Entergy Corporation, avg rate 2.98%, due 2010

    60,000

     

    60,000

        Bank term loan, Entergy Corporation, avg rate 3.08%, due 2008

    35,000

     

    35,000

        6.17% Notes due March 2008, Entergy Corporation

    72,000

     

    72,000

        6.23% Notes due March 2008, Entergy Corporation

    15,000

     

    15,000

        6.13% Notes due September 2008, Entergy Corporation

    150,000

     

    150,000

     

     

    2005

     

    2004

     

    (In Thousands)

           

    Other Long-Term Debt (continued):

         

        7.75% Notes due December 2009, Entergy Corporation

    267,000 

     

    267,000 

        6.58% Notes due May 2010, Entergy Corporation

    75,000 

     

    75,000 

        6.9% Notes due November 2010, Entergy Corporation

    140,000 

     

    140,000 

        7.625% Notes initially due February 2011, Entergy Corporation (h)

    500,000 

     

        7.06% Notes due March 2011, Entergy Corporation

    86,000 

     

    86,000 

        Long-term DOE Obligation (c)

    161,048 

     

    156,332 

        Waterford 3 Lease Obligation
           7.45% (Entergy Corporation and Subsidiaries, Note 9)

    247,725 

     

    247,725 

        Grand Gulf Lease Obligation
           5.02% (Entergy Corporation and Subsidiaries, Note 9)

    364,806 

     

    397.119 

        Unamortized Premium and Discount - Net

    (6,886)

     

    (10,277)

        8.75% Junior Subordinated Deferrable Interest Debentures
            Due 2046 - Entergy Gulf States

     

    87,629 

        Other

    12,096 

     

    9,457 

    Total Long-Term Debt

    8,928,010 

     

    7,509,395 

    Less Amount Due Within One Year

    103,517 

     

    492,564 

    Long-Term Debt Excluding Amount Due Within One Year

    $8,824,493 

     

    $7,016,831 

           

    Fair Value of Long-Term Debt (d)

    $8,009,388 

     

    $6,614,211 

    (a)

    Consists of pollution control revenue bonds and environmental revenue bonds.

    (b)

    The bonds had a mandatory tender date of September 1, 2005. Entergy Arkansas purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    (c)

    Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.

    (d)

    The fair value excludes lease obligations and long-term DOE obligations, and includes debt due within one year. It is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.

    (e)

    The bonds had a mandatory tender date of June 1, 2005. Entergy Louisiana purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    (f)

    The bonds are secured by a series of collateral first mortgage bonds.

    (g)

    Because of the Entergy New Orleans bankruptcy filing, Entergy deconsolidated Entergy New Orleans and reports its financial position and results under the equity method of accounting retroactive to January 1, 2005.

    (h)

    In December 2005, Entergy Corporation sold 10 million equity units with a stated amount of $50 each. An equity unit consists of (1) a note, initially due February 2011 and initially bearing interest at an annual rate of 5.75%, and (2) a purchase contract that obligates the holder of the equity unit to purchase for $50 between 0.5705 and 0.7074 shares of Entergy Corporation common stock on or before February 17, 2009. Entergy will pay the holders quarterly contract adjustment payments of 1.875% per year on the stated amount of $50 per equity unit. Under the terms of the purchase contracts, Entergy Corporation will issue between 5,705,000 and 7,074,000 shares of common stock in the settlement of the purchase contracts (subject to adjustment under certain circumstances).

    The annual long-term debt maturities (excluding lease obligations) for debt outstanding as of December 31, 2005, for the next five years are as follows:

     

    Amount

     

    (In Thousands)

     

     

    2006

    $80,528

    2007

    $149,539

    2008

    $1,066,625

    2009

    $512,584

    2010

    $923,667

    In November 2000, Entergy's Non-Utility Nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 in 2001 resulted in Entergy's Non-Utility Nuclear business becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003, a payment of $102 million was made prior to maturity on the note payable to NYPA. Under a provision in a letter of credit supporting these notes, if certain of the domestic utility companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

    Non-Utility Nuclear's purchase of the Fitzpatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. Under the value sharing agreements, to the extent that the average annual price of the energy sales from each of the two plants exceeds specified strike prices, the Non-Utility Nuclear business will pay 50% of the amount exceeding the strike prices to NYPA. These payments, if required, will be recorded as adjustments to the purchase price of the plants. The annual energy sales subject to the value sharing agreements are limited to the lesser of actual generation or generation assuming an 85% capacity factor based on the plants' capacities at the time of the purchase. The value sharing agreements are effective through 2014. The strike prices for Fitzpatrick range from $37.51/MWh in 2005 increasing by approximately 3.5% each year to $51.30/MWh in 2014, and the strike prices for Indian Point 3 range from $42.26/MWh in 2005 increasing by approximately 3.5% each year to $57.77/MWh in 2014.

    Covenants in the Entergy Corporation notes require it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy's debt ratio exceeds this limit, or if Entergy or certain of the domestic utility companies default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the notes' maturity dates may occur.

    The long-term securities issuances of Entergy Mississippi and System Energy are limited to amounts authorized by the SEC under PUHCA 1935. After the repeal of PUHCA 1935 on February 8, 2006, the FERC, under the Federal Power Act, has jurisdiction over the securities issuances of these companies. Under a savings provision in the PUHCA 1935 repeal legislation, these companies can rely on the authority of their existing SEC orders until each obtains new orders from the FERC. The SEC PUHCA 1935 financing order of Entergy Mississippi limits securities issuances unless certain capitalization and investment grade ratings conditions are met. Entergy Gulf States and Entergy Louisiana, LLC have received FERC long-term financing ordersthat do not have such conditions. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the APSC.

    Capital Funds Agreement

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

  • maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);
  • permit the continued commercial operation of Grand Gulf;
  • pay in full all System Energy indebtedness for borrowed money when due; and
  • enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.
  •  

    NOTE 6. PREFERRED STOCK

    The number of shares authorized and outstanding and dollar value of preferred stock and minority interest for Entergy Corporation subsidiaries as of December 31, 2005 and 2004 are presented below. Only the Entergy Gulf States series "with sinking fund" contain mandatory redemption requirements. All other series of the U.S. Utility are redeemable at Entergy's option.

       

    Shares
    Authorized

     

    Shares
    Outstanding

           
       

    2005

     

    2004

     

    2005

     

    2004

     

    2005

     

    2004

    Entergy Corporation

                     

    (Dollars in Thousands)

      U.S. Utility:

                           

        Preferred Stock without sinking fund:

                           

          Entergy Arkansas, 4.32%-7.88% Series

     

    1,613,500

     

    1,613,500

     

    1,613,500

     

    1,613,500

     

    $116,350

     

    $116,350

          Entergy Gulf States, 4.20%-7.56% Series

     

    473,268

     

    473,268

     

    473,268

     

    473,268

     

    47,327

     

    47,327

          Entergy Louisiana Holdings, 4.16%-8.00%
          Series

     

    2,115,000

     

    2,115,000

     

    2,115,000

     

    2,115,000

     

    100,500

     

    100,500

          Entergy Louisiana, LLC 6.95% Series

     

    1,000,000

     

    -

     

    1,000,000

     

    -

     

    100,000

     

    -

          Entergy Mississippi, 4.36%-6.25% Series

     

    1,403,807

     

    503,807

     

    1,403,807

     

    503,807

     

    50,381

     

    50,381

          Entergy New Orleans, 4.36%-5.56% Series (a)

     

    -

     

    197,798

     

    -

     

    197,798

     

    -

     

    19,780

    Total U. S. Utility Preferred Stock without sinking fund

     


    6,605,575

     


    4,903,373

     


    6,605,575

     


    4,903,373

     


    414,558

     


    334,338

                             

    Energy Commodity Services:

                           

        Preferred Stock without sinking fund:

                           

          Entergy Asset Management, 11.50% rate

     

    1,000,000

     

    1,000,000

     

    297,376

     

    297,376

     

    29,738

     

    29,738

          Other

     

    -

     

    -

     

    -

     

    -

     

    1,678

     

    1,280

                             

    Total Preferred Stock without sinking fund

     

    7,605,575

     

    5,903,373

     

    6,902,951

     

    5,200,749

     

    $445,974

     

    $365,356

                             

    U.S. Utility:

                           

        Preferred Stock with sinking fund:

                           

          Entergy Gulf States, Adjustable

                           

              Rate 7.0% (b)

     

    139,500

     

    174,000

     

    139,500

     

    174,000

     

    $13,950

     

    $17,400

    Total Preferred Stock with sinking fund

     

    139,500

     

    174,000

     

    139,500

     

    174,000

     

    $13,950

     

    $17,400

                             

    Fair Value of Preferred Stock with

                           

        sinking fund (c)

                     

    $13,950

     

    $15,286

    (a)

    Because of the Entergy New Orleans bankruptcy filing, Entergy deconsolidated Entergy New Orleans and reports its financial position and results under the equity method of accounting retroactive to January 1, 2005.

    (b)

    Represents weighted-average annualized rate for 2005 and 2004.

    (c)

    Fair values were determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. There is additional disclosure of fair value of financial instruments in Note 14 to the consolidated financial statements.

    All outstanding preferred stock is cumulative.

    Entergy Gulf States' preferred stock with sinking fund retirements were 34,500 shares in 2005, 2004, and 2003. Entergy Gulf States has annual sinking fund requirements of $3.45 million through 2008 for its preferred stock outstanding.

    In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of December 31, 2005. The dividends are cumulative and payable quarterly beginning November 1, 2005. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem all $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and all $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

    In December 2005, Entergy Louisiana, LLC issued 1,000,000 shares of $100 par value 6.95% Series Preferred Stock, all of which are outstanding as of December 31, 2005. The dividends are cumulative and payable quarterly beginning March 15, 2006. The preferred stock is redeemable on or after December 31, 2010, at Entergy Louisiana's option, at the call price of $100 per share. The proceeds from the issuance will be used to repay short-term borrowings.

    In 2004, Entergy realized a pre-tax gain of $0.9 million upon the sale to a third party of preferred shares, and less than 1% of the common shares, of Entergy Asset Management, an Entergy subsidiary. See Note 3 to the consolidated financial statements for a discussion of the tax benefit realized on the sale. Entergy Asset Management's stockholders' agreement provides that at any time during the 180-day period prior to December 31, 2007 or each subsequent December 31 thereafter, either Entergy Asset Management or the preferred shareholders may request that the preferred dividend rate be reset. If Entergy Asset Management and the preferred shareholders are unable to agree on a dividend reset rate, a preferred shareholder can request that its shares be sold to a third party. If Entergy Asset Management is unable to sell the preferred shares within 75 days, the preferred shareholder has the right to take control of the Entergy Asset Management board of directors for the purpose of liquidating the assets of Entergy Asset Management in order to repay the preferred shares and any accrued dividends.

     

    NOTE 7. COMMON EQUITY

    Common Stock

    Treasury Stock

    Treasury stock activity for Entergy for 2005 and 2004 is as follows:

       

    2005

     

    2004

       

    Treasury Shares

     


    Cost

     

    Treasury Shares

     


    Cost

           

    (In Thousands)

         

    (In Thousands)

                     

    Beginning Balance, January 1

     

    31,345,028 

     

    $1,432,019 

     

    19,276,445 

     

    $561,152 

        Repurchases

     

    12,280,500 

     

    878,188 

     

    16,631,800 

     

    1,017,996 

        Issuances:

                   

          Employee Stock-Based
            Compensation Plans

     


    (2,965,006)

     


    (147,888)

     


    (4,555,897)

     


    (146,877)

          Directors' Plan

     

    (15,920)

     

    (359)

     

    (7,320)

     

    (252)

    Ending Balance, December 31

     

    40,644,602 

     

    $2,161,960 

     

    31,345,028 

     

    $1,432,019 

    Entergy Corporation reissues treasury shares to meet the requirements of the Stock Plan for Outside Directors (Directors' Plan), the Equity Ownership Plan of Entergy Corporation and Subsidiaries (Equity Ownership Plan), the Equity Awards Plan of Entergy Corporation and Subsidiaries, and certain other stock benefit plans. The Directors' Plan awards to non-employee directors a portion of their compensation in the form of a fixed number of shares of Entergy Corporation common stock.

    Equity Compensation Plan Information

    Entergy grants stock options, equity awards, and incentive awards to key employees of the Entergy subsidiaries under the Equity Ownership Plan which is a shareholder-approved stock-based compensation plan.

    Stock Options

    Stock options are granted at exercise prices not less than market value on the date of grant. The majority of options granted in 2005, 2004, and 2003 will become exercisable in equal amounts on each of the first three anniversaries of the date of grant. Unless they are forfeited previously under the terms of the grant, options expire ten years after the date of the grant if they are not exercised. Stock-based compensation expense included in earnings applicable to common stock, net of related tax effects, for 2005 is $7.8 million. There was no effect on net income in 2004 or 2003.

    Entergy determines the fair value of the stock option grants made in 2005, 2004, and 2003by considering factors such as lack of marketability, stock retention requirements, and regulatory restrictions on exercisability. The fair value valuations comply with SFAS 123R, "Share-Based Payment," which was issued in December 2004 and is effective in the first quarter 2006. The stock option weighted-average assumptions used in determining the fair values were as follows:

     

    2005

     

    2004

     

    2003

     

     

     

     

     

     

    Stock price volatility

    18.8%

     

    23.1%

     

    26.3%

    Expected term in years

    3

     

    6.3

     

    6.2

    Risk-free interest rate

    3.6%

     

    3.2%

     

    3.3%

    Dividend yield

    3.1%

     

    3.3%

     

    3.3%

    Dividend payment

    $2.16

     

    $1.80

     

    $1.40

    Stock option transactions are summarized as follows:

     

    2005

     

    2004

     

    2003

     

    Number
    of Options

    Average
    Exercise
    Price

     

    Number
    of Options

    Average
    Exercise
    Price

     

    Number
    of Options

    Average
    Exercise
    Price

     

     

     

     

     

     

     

     

     

    Beginning-of-year balance

    12,310,077 

    $41.88

     

    15,429,383 

    $38.64

     

    19,943,114 

    $35.85

     

     

     

     

     

     

     

     

     

    Options granted

    1,835,218 

    $69.37

     

    1,898,098 

    $58.63

     

    2,936,236 

    $44.98

    Options exercised

    (3,135,396)

    $40.11

     

    (4,541,053)

    $38.07

     

    (6,927,000)

    $33.12

    Options forfeited/expired

    (154,440)

    $59.16

     

    (476,351)

    $39.94

     

    (522,967)

    $40.98

     

     

     

     

     

     

     

     

     

    End-of-year balance

    10,855,459 

    $46.80

     

    12,310,077 

    $41.88

     

    15,429,383 

    $38.64

     

     

     

     

     

     

     

     

     

    Options exercisable at year-end

    7,397,622 

    $40.21

     

    7,162,884 

    $37.25

     

    6,153,043 

    $34.82

     

     

     

     

     

     

     

     

     

    Weighted-average fair value of
    options at time of grant

    $8.17 

     

     

    $7.76 

     

     

    $6.86 

     

    The following table summarizes information about stock options outstanding as of December 31, 2005:

     

     

    Options Outstanding

     

    Options Exercisable

    Range of
    Exercise Prices

     

    As of
    12/31/2005

     

    Weighted-Avg.
    Remaining
    Contractual
    Life-Yrs.

     

    Weighted-
    Avg. Exercise
    Price

     

    Number
    Exercisable
    at 12/31/2005

     

    Weighted-
    Avg. Exercise
    Price

     

     

     

     

     

     

     

     

     

     

     

    $23 - $33.99

     

    1,274,410

     

    4.1

     

    $25.98

     

    1,274,410

     

    $25.98

    $34 - $44.99

     

    5,940,768

     

    6.1

     

    $41.12

     

    5,260,842

     

    $40.69

    $45 - $55.99

     

    211,394

     

    4.6

     

    $49.39

     

    207,360

     

    $49.43

    $56 - $66.99

     

    1,688,091

     

    8.1

     

    $58.63

     

    532,714

     

    $58.69

    $67 - $78.99

     

    1,740,796

     

    8.9

     

    $69.64

     

    122,296

     

    $71.92

    $23 - $78.99

     

    10,855,459

     

    6.6

     

    $46.80

     

    7,397,622

     

    $40.21

     

     

     

     

     

     

     

     

     

     

     

    Equity Awards and Incentive Awards

    Entergy grants most of the equity awards and incentive awards earned under its stock benefit plans in the form of performance units, which are equal to the cash value of shares of Entergy Corporation common stock at the time of payment. In addition to the potential for equivalent share appreciation or depreciation, performance units will earn the cash equivalent of the dividends paid during the performance period applicable to each plan. The costs of equity and incentive awards, given either as company stock or performance units, are charged to income over the period of the grant or restricted period, as appropriate. In 2005, 2004, and 2003, $36 million, $47 million, and $45 million, respectively, was charged to compensation expense.

    Retained Earnings and Dividend Restrictions

    Provisions within the articles of incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2005, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $396.4 million and $68.5 million, respectively. Entergy Corporation received dividend payments from subsidiaries totaling $424 million in 2005, $825 million in 2004, and $425 million in 2003.

     

    NOTE 8. COMMITMENTS AND CONTINGENCIES

    Entergy is involved in a number of legal, tax, and regulatory proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of its 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.

    Entergy New Orleans Bankruptcy

    See Note 16 to the consolidated financial statements for information on the Entergy New Orleans bankruptcy proceeding.

    Vidalia Purchased Power Agreement

    Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $115.1 million in 2005, $147.7 million in 2004, and $112.6 million in 2003. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $130.4 million in 2006, and a total of $3.4 billion for the years 2006 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause. In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to ten years, beginning in October 2002. The provisions of the settlement also provide that the LPSC shall not recognize or use Entergy Louisiana's use of the cash benefits from the tax treatment in setting any of Entergy Louisiana's rates. Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes.

    Nuclear Insurance

    Third Party Liability Insurance

    The Price-Anderson Act provides insurance for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Originally passed by Congress in 1957 and most recently amended in 2005, the Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two levels:

    1. The primary level is private insurance underwritten by American Nuclear Insurers and provides liability insurance coverage of $300 million. If this amount is not sufficient to cover claims arising from the accident, the second level, Secondary Financial Protection, applies. An industry-wide aggregate limitation of $300 million exists for domestically-sponsored terrorist acts. There is no aggregate limitation for foreign-sponsored terrorist acts.

    2. Within the Secondary Financial Protection level, each nuclear plant must pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, up to a maximum of $100.6 million per reactor per incident. This consists of a $95.8 million maximum retrospective premium plus a five percent surcharge that may be applied, if needed, at a rate that is presently set at $15 million per year per nuclear power reactor. There are no domestically- or foreign-sponsored terrorism limitations.

    Currently, 104 nuclear reactors are participating in the Secondary Financial Protection program - 103 operating reactors and one under construction. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $10 billion in insurance coverage to compensate the public in the event of a nuclear power reactor accident.

    Entergy owns and operates ten of the nuclear power reactors, and owns the shutdown Indian Point 1 reactor (10% of Grand Gulf is owned by a non-affiliated company which would share on a pro-rata basis in any retrospective premium assessment under the Price-Anderson Act).

    An additional but temporary contingent liability exists for all nuclear power reactor owners because of a previous Nuclear Worker Tort (long-term bodily injury caused by exposure to nuclear radiation while employed at a nuclear power plant) insurance program that was in place from 1988 to 1998. The maximum premium assessment exposure to each reactor is $3 million and will only be applied if such claims exceed the program's accumulated reserve funds. This contingent premium assessment feature will expire with the Nuclear Worker Tort program's expiration, which is scheduled for 2008.

    Property Insurance

    Entergy's nuclear owner/licensee subsidiaries are members of certain mutual insurance companies that provide property damage coverage, including decontamination and premature decommissioning expense, to the members' nuclear generating plants. These programs are underwritten by Nuclear Electric Insurance Limited (NEIL). As of December 31, 2005, Entergy was insured against such losses per the following structures:

    U.S. Utility Plants (ANO 1 and 2, Grand Gulf, River Bend, and Waterford 3)

  • Primary Layer (per plant) - $500 million per occurrence
  • Excess Layer (per plant) - $100 million per occurrence
  • Blanket Layer (shared among the U.S. Utility plants) - $1.0 billion per occurrence
  • Total limit - $1.6 billion per occurrence
  • Deductibles:
  • $5.0 million per occurrence - Turbine/generator damage
  • $5.0 million per occurrence - Other than turbine/generator damage
  • Note: ANO 1 and 2 share in the Primary Layer with one policy in common.

    Non-Utility Nuclear Plants (Indian Point 2 and 3, FitzPatrick, Pilgrim, and Vermont Yankee)

  • Primary Layer (per plant) - $500 million per occurrence
  • Blanket Layer (shared among all plants) - $615 million per occurrence
  • Total limit - $1.115 billion per occurrence
  • Deductibles:
  • $2.5 million per occurrence - Turbine/generator damage
  • $2.5 million per occurrence - Other than turbine/generator damage
  • Note: Indian Point 2 and 3 share in the Primary Layer with one policy in common.

    In addition, the Non-Utility Nuclear plants are also covered under NEIL's Accidental Outage Coverage program. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL property damage loss, subject to a deductible. The following summarizes this coverage as of December 31, 2005:

    Indian Point 2 and 3

  • $4.5 million weekly indemnity
  • $490 million maximum indemnity
  • Deductible: 12 week waiting period
  • FitzPatrick and Pilgrim (each plant has an individual policy with the noted parameters)

  • $4.0 million weekly indemnity
  • $490 million maximum indemnity
  • Deductible: 12 week waiting period
  • Vermont Yankee

  • $4.0 million weekly indemnity
  • $435 million maximum indemnity
  • Deductible: 12 week waiting period
  • Entergy's U.S. Utility nuclear plants have significantly less or no accidental outage coverage. Under the property damage and accidental outage insurance programs, Entergy nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of December 31, 2005, the maximum amounts of such possible assessments per occurrence were $52.5 million for the U.S. Utility plants and $66.7 million for the Non-Utility Nuclear plants.

    Entergy maintains property insurance for its nuclear units in excess of the NRC's minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

    In the event that one or more acts of domestically-sponsored terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. There is no aggregate limit involving one or more acts of foreign-sponsored terrorism.

    Non-Nuclear Property Insurance

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence. Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy Gulf States, and Entergy New Orleans.

    In addition to the OIL program, Entergy has purchased additional coverage for some of its non-regulated, non-generation assets through Zurich American.  This policy serves to buy-down the $20 million deductible and is placed on a scheduled location basis. The applicable deductibles are $100,000 or $250,000 as per the schedule provided to underwriters.

    Nuclear Decommissioning and Other Retirement Costs

    SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets. For Entergy, these asset retirement obligations consist of its liability for decommissioning its nuclear power plants.

    These liabilities are recorded at their fair values (which are the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets will be depreciated over the useful lives of the assets.

    In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, Entergy has recorded a regulatory asset for certain of its domestic utility companies and System Energy of $162.9 million as of December 31, 2005 and $86.9 million as of December 31, 2004 to reflect an estimate of incurred but uncollected removal costs previously recorded as a component of accumulated depreciation. The decommissioning and retirement cost liability for certain of the domestic utility companies and System Energy includes a regulatory liability of $22.8 million as of December 31, 2005 and $34.6 million as of December 31, 2004 representing an estimate of collected but not yet incurred removal costs.

    The cumulative decommissioning and retirement cost liabilities and expenses recorded in 2005 by Entergy were as follows:

     


    Liabilities as of
    December 31, 2004

     



    Accretion

     


    Implementation
    of FIN 47

     

    Change in
    Cash Flow
    Estimate

     



    Spending

     


    Liabilities as of
    December 31, 2005

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

    U.S. Utility

    $1,328.0

     

    $88.2

     

    $27.8

     

    ($282.2)

     

            - 

     

    $1,161.8

    Non-Utility
    Nuclear


       $738.3

     


    $59.2

     


      $0.9

     


      ($26.0)

     


    ($10.3)

     


       $762.1

    In addition, an insignificant amount of removal costs associated with non-nuclear power plants are also included in the decommissioning line item on the balance sheet. Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment. During 2004 and 2005, Entergy updated decommissioning cost studies for ANO 1 and 2, River Bend, Grand Gulf, Waterford, and a non-utility plant.

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

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $166.4 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $49.6 million reduction in non-utility property, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous other income of $27.7 million ($17 million net-of-tax).

    In the third quarter of 2004, Entergy's Non-Utility Nuclear business recorded a reduction of $20.3 million in decommissioning liability to reflect changes in assumptions regarding the timing of when decommissioning of a plant will begin. Entergy considered the assumptions as part of recent studies evaluating the economic effect of the plant in its region. The revised estimate resulted in miscellaneous income of $20.3 million ($11.9 million net-of-tax), reflecting the excess of the reduction in the liability over the amount of undepreciated asset retirement cost recorded at the time of adoption of SFAS 143.

    In the first quarter of 2005, Entergy's Non-Utility Nuclear business recorded a reduction of $26.0 million in its decommissioning cost liability in conjunction with a new decommissioning cost study as a result of revised decommissioning costs and changes in assumptions regarding the timing of the decommissioning of a plant. The revised estimate resulted in miscellaneous income of $26.0 million ($15.8 million net-of-tax), reflecting the excess of the reduction in the liability over the amount of undepreciated assets.

    In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

    In the third quarter of 2005, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability for ANO 2 in accordance with the receipt of approval by the NRC of Entergy Arkansas' application for a life extension for the unit. The revised estimate resulted in an $87.2 million reduction in its decommissioning liability, along with a corresponding reduction in the related regulatory asset.

    In the third quarter of 2005, System Energy recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Grand Gulf.  The revised estimate resulted in a $41.4 million reduction in the decommissioning cost liability for Grand Gulf, along with a $39.7 million reduction in utility plant and a $1.7 million reduction in the related regulatory asset.

    In December 2005, Entergy implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation primarily represent Entergy's obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. For the U.S. Utility business, the implementation of FIN 47 for the rate-regulated business of the domestic utility companies was recorded in regulatory assets, with no resulting effect on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. As a result of this treatment, FIN 47 was earnings neutral to the rate-regulated business of the domestic utility companies. Upon implementation of FIN 47 in December 2005, assets increased by $28.8 million and liabilities increased by $30.3 million for the U.S. Utility segment as a result of recording the asset retirement obligations at their fair values of $30.3 million as determined under FIN 47, increasing utility plant by $2.7 million, increasing accumulated depreciation by $1.8 million, and recording the related regulatory assets of $27.9 million. The implementation of FIN 47 for portions of Entergy Gulf States not subject to cost-based ratemaking decreased earnings by $0.9 million net-of-tax. If Entergy had applied FIN 47 during prior periods, the following impacts would have resulted:

       

    December 31,
    2004

     

    December 31,
    2003

             

    Asset retirement obligations actually recorded

     

    $2,066,277

     

    $2,215,490 

    Pro forma effect of FIN 47

     

         $29,399

     

         $27,708 

    Asset retirement obligations - pro forma

     

    $2,095,676

     

    $2,243,198 

    The impact on net income for each of the years ended December 31, 2004 and 2003 would have been immaterial.

    For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA retained the decommissioning trusts and the decommissioning liability. NYPA and Entergy executed decommissioning agreements, which specify their decommissioning obligations. NYPA has the right to require Entergy to assume the decommissioning liability provided that it assigns the corresponding decommissioning trust, up to a specified level, to Entergy. If the decommissioning liability is retained by NYPA, Entergy will perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. Entergy believes that the amounts available to it under either scenario are sufficient to cover the future decommissioning costs without any additional contributions to the trusts.

    Entergy maintains decommissioning trust funds that are committed to meeting the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and asset retirement obligation-related regulatory assets of Entergy as of December 31, 2005 are as follows:

     

    Decommissioning
    Trust

     

    Regulatory
    Asset

     

    (In Millions)

     

     

     

     

    U.S. Utility

    $1,136.0

     

    $271.7

    Non-Utility Nuclear

    $1,470.8

     

            - 

    The Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. Annual assessments in 2005 were $4.5 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.7 million for Entergy Louisiana, and $1.9 million for System Energy. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. At December 31, 2005, one year of assessments was remaining. D&D fees are included in other current liabilities and other non-current liabilities and, as of December 31, 2005, recorded liabilities were $4.5 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.7 million for Entergy Louisiana, and $1.7 million for System Energy. Regulatory assets in the financial statements offset these liabilities, with the exception of Entergy Gulf States' 30% non-regulated portion. These assessments are recovered through rates in the same manner as fuel costs.

    CashPoint Bankruptcy

    In 2003 the domestic utility companies entered an agreement with CashPoint Network Services (CashPoint) under which CashPoint was to manage a network of payment agents through which Entergy's utility customers could pay their bills. The payment agent system allows customers to pay their bills at various commercial or governmental locations, rather than sending payments by mail. Approximately one-third of Entergy's utility customers use payment agents.

    On April 19, 2004, CashPoint failed to pay funds due to the domestic utility companies that had been collected through payment agents. The domestic utility companies then obtained a temporary restraining order from the Civil District Court for the Parish of Orleans, State of Louisiana, enjoining CashPoint from distributing funds belonging to Entergy, except by paying those funds to Entergy. On April 22, 2004, a petition for involuntary Chapter 7 bankruptcy was filed against CashPoint by other creditors in the United States Bankruptcy Court for the Southern District of New York. In response to these events, the domestic utility companies expanded an existing contract with another company to manage all of their payment agents. The domestic utility companies filed proofs of claim in the CashPoint bankruptcy proceeding in September 2004. Although Entergy cannot precisely determine at this time the amount that CashPoint owes to the domestic utility companies that may not be repaid, it has accrued an estimate of loss based on current information. If no cash is repaid to the domestic utility companies, an event Entergy does not believe is likely, the current estimate of maximum exposure to loss is approximately $25 million.

    Harrison County Plant Fire

    On May 13, 2005, an explosion and fire damaged the non-nuclear wholesale assets business' Harrison County power plant.  A catastrophic failure and subsequent natural gas escape from a nearby 36-inch interstate pipeline owned and operated by a third party is believed to have caused the damage.  Current estimates are that the cost to clean-up the site and reconstruct the damaged portions of the plant will be approximately $52 million and take until the second quarter 2006 to be completed. The plant's property insurer has acknowledged coverage, subject to a $200 thousand deductible. Entergy owns approximately 61% of this facility. Entergy does not expect the damage caused to the Harrison County plant to have a material effect on its financial position or results of operations.

    Employment Litigation

    Entergy Corporation and certain subsidiaries are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, and/or other protected characteristics. Entergy Corporation and these subsidiaries are vigorously defending these suits and deny any liability to the plaintiffs. Nevertheless, no assurance can be given as to the outcome of these cases.

     

    NOTE 9. LEASES

    General

    As of December 31, 2005, Entergy had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the Grand Gulf and Waterford 3 sale and leaseback transactions) with minimum lease payments as follows:


    Year

     

    Operating
    Leases

     

    Capital
    Leases

     

     

    (In Thousands)

     

     

     

     

     

    2006

     

    $94,533

     

    $5,747

    2007

     

    77,026

     

    3,495

    2008

     

    63,081

     

    1,307

    2009

     

    51,692

     

    237

    2010

     

    36,695

     

    237

    Years thereafter

     

    196,312

     

    2,331

    Minimum lease payments

     

    519,339

     

    13,354

    Less: Amount representing interest

     

    -

     

    3,403

    Present value of net minimum lease payments

     

    $519,339

     

    $9,951

    Total rental expenses for all leases (excluding nuclear fuel leases and the Grand Gulf and Waterford 3 sale and leaseback transactions) amounted to $71.2 million in 2005, $81.3 million in 2004, and $84.3 million in 2003.

    Nuclear Fuel Leases

    As of December 31, 2005, arrangements to lease nuclear fuel existed in an aggregate amount up to $150 million for Entergy Arkansas, $105 million for Entergy Gulf States, $80 million for Entergy Louisiana, and $110 million for System Energy. As of December 31, 2005, the unrecovered cost base of nuclear fuel leases amounted to approximately $92.2 million for Entergy Arkansas, $55.2 million for Entergy Gulf States, $58.5 million for Entergy Louisiana, and $87.5 million for System Energy. The lessors finance the acquisition and ownership of nuclear fuel through loans made under revolving credit agreements, the issuance of commercial paper, and the issuance of intermediate-term notes. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have a termination date of October 30, 2006. The termination dates may be extended from time to time with the consent of the lenders. The intermediate-term notes issued pursuant to these fuel lease arrangements have varying maturities through February 15, 2009. It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. However, if such additional financing cannot be arranged, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations in accordance with the fuel lease.

     

    Lease payments are based on nuclear fuel use. The total nuclear fuel lease payments (principal and interest) as well as the separate interest component charged to operations by the domestic utility companies and System Energy were $135.8 million (including interest of $12.9 million) in 2005, $146.6 million (including interest of $12.8 million) in 2004, and $142.0 million (including interest of $11.8 million) in 2003.

    Sale and Leaseback Transactions

    Waterford 3 Lease Obligations

    In 1989, Entergy Louisiana sold and leased back 9.3% of its interest in Waterford 3 for the aggregate sum of $353.6 million. The lease has an approximate term of 28 years. The lessors financed the sale-leaseback through the issuance of Waterford 3 Secured Lease Obligation Bonds. The lease payments made by Entergy Louisiana are sufficient to service the debt.

    In 1994, Entergy Louisiana did not exercise its option to repurchase the 9.3% interest in Waterford 3. As a result, Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the lease.

    In 1997, the lessors refinanced the outstanding bonds used to finance the purchase of Waterford 3 at lower interest rates, which reduced the annual lease payments.

    Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse "Financial Events." "Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis.

    As of December 31, 2005, Entergy Louisiana's total equity capital (including preferred stock) was 49.51% of adjusted capitalization and its fixed charge coverage ratio for 2005 was 3.69.

    As of December 31, 2005 Entergy Louisiana had future minimum lease payments (reflecting an overall implicit rate of 7.45%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows:

       

    Amount

       

    (In Thousands)

         

    2006

     

    $18,261

    2007

     

    18,754

    2008

     

    22,606

    2009

     

    32,452

    2010

     

    35,138

    Years thereafter

     

    298,924

    Total

     

    426,135

    Less: Amount representing interest

     

    178,410

    Present value of net minimum lease payments

     

    $247,725

    Grand Gulf Lease Obligations

    In December 1988, System Energy sold 11.5% of its undivided ownership interest in Grand Gulf for the aggregate sum of $500 million. Subsequently, System Energy leased back its interest in the unit for a term of 26-1/2 years. System Energy has the option of terminating the lease and repurchasing the 11.5% interest in the unit at certain intervals during the lease. Furthermore, at the end of the lease term, System Energy has the option of renewing the lease or repurchasing the 11.5% interest in Grand Gulf.

    In May 2004, System Energy caused the Grand Gulf lessors to refinance the outstanding bonds that they had issued to finance the purchase of their undivided interest in Grand Gulf. The refinancing is at a lower interest rate, and System Energy's lease payments have been reduced to reflect the lower interest costs.

    System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance at the end of the lease term. The amount of this net regulatory asset was $63.1 million and $73.7 million as of December 31, 2005 and 2004, respectively.

    As of December 31, 2005 System Energy had future minimum lease payments (reflecting an implicit rate of 5.02%), which are recorded as long-term debt as follows:

       

    Amount

       

    (In Thousands)

         

    2006

     

    $46,019

    2007

     

    46,552

    2008

     

    47,128

    2009

     

    47,760

    2010

     

    48,569

    Years thereafter

     

    253,833

    Total

     

    489,861

    Less: Amount representing interest

     

    125,055

    Present value of net minimum lease payments

     

    $364,806

     

    NOTE 10. RETIREMENT, OTHER POSTRETIREMENT BENEFITS, AND DEFINED CONTRIBUTION PLANS

    Qualified Pension Plans

    Entergy has seven qualified pension plans covering substantially all of its employees: "Entergy Corporation Retirement Plan for Non-Bargaining Employees," "Entergy Corporation Retirement Plan for Bargaining Employees," "Entergy Corporation Retirement Plan II for Non-Bargaining Employees," "Entergy Corporation Retirement Plan II for Bargaining Employees," "Entergy Corporation Retirement Plan III," "Entergy Corporation Retirement Plan IV for Non-Bargaining Employees," and "Entergy Corporation Retirement Plan IV for Bargaining Employees." Except for the Entergy Corporation Retirement Plan III, the pension plans are noncontributory and provide pension benefits that are based on employees' credited service and compensation during the final years before retirement. The Entergy Corporation Retirement Plan III includes a mandatory employee contribution of 3% of earnings during the first 10 years of plan participation, and allows voluntary contributions from 1% to 10% of earnings for a limited group of employees. Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. As of December 31, 2005 and 2004, Entergy recognized an additional minimum pension liability for the excess of the accumulated benefit obligation over the fair market value of plan assets. In accordance with SFAS 87, an offsetting intangible asset, up to the amount of any unrecognized prior service cost, was also recorded, with the remaining offset to the liability recorded as a regulatory asset reflective of the recovery mechanism for pension costs in the U.S. Utility's jurisdictions or to other comprehensive income for Entergy's non-regulated business. Entergy's domestic utility companies' and System Energy's pension costs are recovered from customers as a component of cost of service in each of its jurisdictions. Entergy uses a December 31 measurement date for its pension plans. As a result of the Entergy New Orleans bankruptcy filing, Entergy has discontinued the consolidation of Entergy New Orleans retroactive to January 1, 2005, and is reporting Entergy New Orleans' results under the equity method of accounting.

    Components of Qualified Net Pension Cost

    Total 2005, 2004, and 2003 qualified pension costs of Entergy Corporation and its subsidiaries, including amounts capitalized, included the following components:

     

     

    2005

     

    2004

     

    2003

     

     

    (In Thousands)

     

     

     

     

     

     

     

    Service cost - benefits earned
        during the period

     

    $82,520 

     

    $76,946 

     

    $70,337 

    Interest cost on projected
        benefit obligation

     

    155,477 

     

    148,092 

     

    134,403 

    Expected return on assets

     

    (159,544)

     

    (153,584)

     

    (155,460)

    Amortization of transition asset

     

    (662)

     

    (763)

     

    (763)

    Amortization of prior service cost

     

    4,863 

     

    5,143 

     

    5,886 

    Recognized net loss

     

    35,604 

     

    21,687 

     

    6,399 

    Curtailment loss

     

     

     

    14,864 

    Special termination benefits

     

     

     

    32,006 

    Net pension costs

     

    $118,258 

     

    $97,521 

     

    $107,672 

    Qualified Pension Obligations, Plan Assets, Funded Status, Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2005 and 2004:

     

     

    December 31,

     

     

    2005

     

    2004

     

     

    (In Thousands)

     

     

     

     

    Change in Projected Benefit Obligation (PBO)

     

     

     

     

    Balance at beginning of year

     

    $2,555,086 

     

    $2,349,565 

    Service cost

     

    82,520 

     

    76,946 

    Interest cost

     

    155,477 

     

    148,092 

    Amendments

     

    6,467 

     

    3,709 

    Actuarial loss

     

    211,194 

     

    171,146 

    Employee contributions

     

    1,032 

     

    1,212 

    Benefits paid

     

    (117,768)

     

    (117,234)

    Balance at end of year

     

    $2,894,008 

     

    $2,633,436 

     

     

     

     

     

    Change in Plan Assets

     

     

     

     

    Fair value of assets at beginning of year

     

    $1,841,929 

     

    $1,744,975 

    Actual return on plan assets

     

    137,885 

     

    170,964 

    Employer contributions

     

    131,801 

     

    72,825 

    Employee contributions

     

    1,032 

     

    1,212 

    Benefits paid

     

    (117,768)

     

    (117,234)

    Fair value of assets at end of year

     

    $1,994,879 

     

    $1,872,742 

     

     

     

     

     

    Funded status

     

    ($899,129)

     

    ($760,694)

     

     

     

     

     

    Amounts not yet recognized in the balance sheet

     

     

     

     

    Unrecognized transition asset

     

     

    (662)

    Unrecognized prior service cost

     

    29,393 

     

    29,053 

    Unrecognized net loss

     

    713,285 

     

    542,391 

    Accrued pension cost recognized in the balance sheet

     

    ($156,451)

     

    ($189,912)

     

     

     

     

     

    Amounts recognized in the balance sheet

     

     

     

     

    Accrued pension cost

     

    ($156,451)

     

    ($189,912)

    Additional minimum pension liability

     

    (406,463)

     

    (244,280)

    Intangible asset

     

    24,159 

     

    26,167 

    Accumulated other comprehensive income (before taxes)

     

    24,243 

     

    10,781 

    Regulatory asset

     

    358,061 

     

    207,332 

    Net amount recognized

     

    ($156,451)

     

    ($189,912)

    Other Postretirement Benefits

    Entergy also currently provides health care and life insurance benefits for retired employees. Substantially all domestic employees may become eligible for these benefits if they reach retirement age while still working for Entergy. Entergy uses a December 31 measurement date for its postretirement benefit plans.

    Effective January 1, 1993, Entergy adopted SFAS 106, which required a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million for Entergy (other than Entergy Gulf States) and $128 million for Entergy Gulf States. Such obligations are being amortized over a 20-year period that began in 1993. For the most part, the domestic utility companies and System Energy recover SFAS 106 costs from customers and are required to fund postretirement benefits collected in rates to an external trust.

    Components of Net Other Postretirement Benefit Cost

    Total 2005, 2004, and 2003 other postretirement benefit costs of Entergy Corporation and its subsidiaries, including amounts capitalized and deferred, included the following components:

     

     

    2005

    2004

    2003

     

     

    (In Thousands)

     

     

     

     

     

     

     

    Service cost - benefits earned
        during the period

     


    $37,310 

     


    $30,947 

     


    $37,799 

    Interest cost on APBO

     

    51,883 

     

    53,801 

     

    52,746 

    Expected return on assets

     

    (17,402)

     

    (18,825)

     

    (15,810)

    Amortization of transition obligation

     

    3,368 

     

    9,429 

     

    15,193 

    Amortization of prior service cost

     

    (13,738)

     

    (5,222)

     

    (925)

    Recognized net (gain)/loss

     

    22,295 

     

    15,546 

     

    12,369 

    Curtailment loss

     

     

     

    57,958 

    Special termination benefits

     

     

     

    5,444 

    Net other postretirement benefit cost

     

    $83,716 

     

    $85,676 

     

    $164,774 

     

    Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2005 and 2004:

     

     

    December 31,

     

     

    2005

     

    2004

     

     

    (In Thousands)

     

     

     

     

     

    Change in APBO

     

     

     

     

    Balance at beginning of year

     

    $928,217 

     

    $941,803 

    Service cost

     

    37,310 

     

    30,947 

    Interest cost

     

    51,883 

     

    53,801 

    Actuarial loss

     

    98,041 

     

    73,890 

    Benefits paid

     

    (60,031)

     

    (66,456)

    Plan amendments

     

    (64,200)

     

    (60,231)

    Plan participant contributions

     

    6,749 

     

    9,312 

    Balance at end of year

     

    $997,969 

     

    $983,066 

     

     

     

     

     

    Change in Plan Assets

     

     

     

     

    Fair value of assets at beginning of year

     

    $214,005 

     

    $227,446 

    Actual return on plan assets

     

    15,003 

     

    15,550 

    Employer contributions

     

    58,790 

     

    63,399 

    Plan participant contributions

     

    6,749 

     

    9,312 

    Benefits paid

     

    (60,031)

     

    (66,455)

    Fair value of assets at end of year

     

    $234,516 

     

    $249,252 

     

     

     

     

     

    Funded status

     

    ($763,453)

     

    ($733,814)

     

     

     

     

     

    Amounts not yet recognized in the balance sheet

     

     

     

     

    Unrecognized transition obligation

     

    15,176 

     

    5,594 

    Unrecognized prior service cost

     

    (66,105)

     

    (39,560)

    Unrecognized net loss

     

    403,252 

     

    391,940 

    Accrued other postretirement benefit cost recognized in
    the balance sheet

     


    ($411,130)

     


    ($375,840)

    Qualified Pension and Other Postretirement Plans' Assets

    Entergy's qualified pension and postretirement plans weighted-average asset allocations by asset category at December 31, 2005 and 2004 are as follows:

     

    Pension

     

    Postretirement

     

    2005

     

    2004

     

    2005

     

    2004

     

     

     

     

     

     

     

     

    Domestic Equity Securities

    45%

     

    46%

     

    37%

     

    38%

    International Equity Securities

    21%

     

    21%

     

    15%

     

    14%

    Fixed-Income Securities

    32%

     

    31%

     

    47%

     

    47%

    Other

    2%

     

    2%

     

    1%

     

    1%

    Entergy's trust asset investment strategy is to invest the assets in a manner whereby long-term earnings on the assets (plus cash contributions) provide adequate funding for retiree benefit payments. The mix of assets is based on an optimization study that identifies asset allocation targets in order to achieve the maximum return for an acceptable level of risk, while minimizing the expected contributions and pension and postretirement expense.

    In the optimization study, Entergy formulates assumptions (or hires a consultant to provide such analysis) about characteristics, such as expected asset class investment returns, volatility (risk), and correlation coefficients among the various asset classes. The future market assumptions used in the optimization study are determined by examining historical market characteristics of the various asset classes, and making adjustments to reflect future conditions expected to prevail over the study period.

    The optimization analysis utilized in Entergy's latest study produced the following approved asset class target allocations.

     

    Pension

     

    Postretirement

     

     

     

     

    Domestic Equity Securities

    45%

     

    37%

    International Equity Securities

    20%

     

    14%

    Fixed-Income Securities

    31%

     

    49%

    Other (Cash and GACs)

      4%

     

      0%

    These allocation percentages combined with each asset class' expected investment return produced an aggregate return expectation for the five years following the study of 7.6% for pension assets, 5.4% for taxable postretirement assets, and 7.2% for non-taxable postretirement assets. These returns are not inconsistent with Entergy's disclosed expected pre-tax return on assets of 8.50% over the life of the respective liabilities.

    Since precise allocation targets are inefficient to manage security investments, the following ranges were established to produce an acceptable economically efficient plan to manage to targets:

     

    Pension

     

    Postretirement

     

     

     

     

    Domestic Equity Securities

    45% to 55%

     

    32% to 42%

    International Equity Securities

    15% to 25%

     

      9% to 19%

    Fixed-Income Securities

    25% to 35%

     

    44% to 54%

    Other

      0% to 10%

     

    0% to 5%

    Accumulated Pension Benefit Obligation

    The accumulated benefit obligation for Entergy's qualified pension plans was $2.5 billion and $2.3 billion at December 31, 2005 and 2004, respectively.

    Estimated Future Benefit Payments

    Based upon the assumptions used to measure Entergy's qualified pension and postretirement benefit obligation at December 31, 2005, and including pension and postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid over the next ten years will be as follows:

      Estimated Future Benefits Payments   Estimated Future Medicare
     

    Pension

     

    Postretirement

      Subsidy Receipts
     

    (In Thousands)

    Year(s)

     

           

    2006

    $118,291

     

       $58,936

     

      $4,241

    2007

    $120,343

     

       $63,280

     

      $4,928

    2008

    $123,592

     

       $66,551

     

      $5,618

    2009

    $128,281

     

       $69,397

     

      $6,249

    2010

    $134,532

     

      $72,545

     

      $6,810

    2011 - 2015

    $840,503

     

    $405,161

     

    $45,328

    Contributions

    Entergy expects to contribute $349 million (excluding about $1 million in employee contributions) to its qualified pension plans in 2006. $107 million of this contribution was originally planned for 2005, however it was delayed as a result of the Katrina Emergency Tax Relief Act. Entergy expects to contribute $60 million to other postretirement plans in 2006.

    Additional Information

    The change in the qualified pension plans' minimum pension liability included in other comprehensive income and regulatory assets was as follows for 2005 and 2004:

     

    2005

     

    2004

     

    (In Thousands)

    Increase/(decrease) in the minimum pension liability included in:

     

      Other comprehensive income (before taxes)

    $13,462

     

    ($4,578)

      Regulatory assets

    $150,729

     

    $73,311 

    Actuarial Assumptions

    The assumed health care cost trend rate used in measuring the APBO of Entergy was 12% for 2006, gradually decreasing each successive year until it reaches 4.5% in 2012 and beyond. The assumed health care cost trend rate used in measuring the Net Other Postretirement Benefit Cost of Entergy was 10% for 2005, gradually decreasing each successive year until it reaches 4.5% in 2011 and beyond. A one percentage point change in the assumed health care cost trend rate for 2005 would have the following effects:

     

     

    1 Percentage Point Increase

     

    1 Percentage Point Decrease




    2005

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

       

    Increase (Decrease)
    (In Thousands)

     

     

     

     

     

     

     

     

     

    Entergy Corporation

     

    $101,814

     

    $12,727

     

    ($92,042)

     

    ($10,998)

    The significant actuarial assumptions used in determining the pension PBO and the SFAS 106 APBO as of December 31, 2005, 2004, and 2003 were as follows:

     

    2005

     

    2004

     

    2003

     

     

     

     

     

     

    Weighted-average discount rate:

     

     

     

     

     

        Pension

    5.90%

     

    6.00%

     

    6.25%

        Other postretirement

    5.90%

     

    6.00%

     

    6.71%

    Weighted-average rate of increase
        in future compensation levels


    3.25%

     


    3.25%

     


    3.25%

    The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2005, 2004, and 2003 were as follows:

     

    2005

     

    2004

     

    2003

     

     

     

     

     

     

    Weighted-average discount rate:

     

     

     

     

     

        Pension

    6.00%

     

    6.25%

     

    6.75%

        Other postretirement

    6.00%

     

    6.71%

     

    6.75%

    Weighted-average rate of increase
        in future compensation levels


    3.25%

     


    3.25%

     


    3.25%

    Expected long-term rate of
        return on plan assets:

     

     

     

     

     

          Taxable assets

    5.50%

     

    5.50%

     

    5.50%

          Non-taxable assets

    8.50%

     

    8.75%

     

    8.75%

    Entergy's remaining pension transition assets are being amortized over the greater of the remaining service period of active participants or 15 years which ended in 2005, and its SFAS 106 transition obligations are being amortized over 20 years ending in 2012.

    Voluntary Severance Program

    As part of an initiative to achieve productivity improvements with a goal of reducing costs, primarily in the Non-Utility Nuclear and U.S. Utility businesses, in the second half of 2003 Entergy offered a voluntary severance program to employees in various departments. Approximately 1,100 employees, including 650 employees in nuclear operations from the Non-Utility Nuclear and U.S. Utility businesses, accepted the offers. As a result of this program, in the fourth quarter 2003 Entergy recorded additional pension and postretirement costs (including amounts capitalized) of $110.3 million for special termination benefits and plan curtailment charges. These amounts are included in the net pension cost and net postretirement benefit cost for the year ended December 31, 2003.

    Medicare Prescription Drug, Improvement and Modernization Act of 2003

    In December 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 into law. The Act introduces a prescription drug benefit cost under Medicare (Part D), starting in 2006, as well as federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D.

    The actuarially estimated effect of future Medicare subsidies reduced the December 31, 2005 and 2004 Accumulated Postretirement Benefit Obligation by $176 million and $161 million, respectively, and reduced the 2005 and 2004 other postretirement benefit cost by $24.3 million and $23.3 million, respectively.

    Non-Qualified Pension Plans

    Entergy also sponsors non-qualified, non-contributory defined benefit pension plans that provide benefits to certain executives. Entergy recognized net periodic pension cost of $16.4 million in 2005, $16.4 million in 2004, and $14.5 million in 2003. The projected benefit obligation was $142 million and $141 million as of December 31, 2005 and 2004, respectively. There are $0.4 million in plan assets for a pre-merger Entergy Gulf States plan. The accumulated benefit obligation was $133 million and $130 million as of December 31, 2005 and 2004, respectively. As of December 31, 2005, Entergy's additional minimum pension liability for the non-qualified pension plans was $63.1 million. This liability was offset by a $13.6 million intangible asset, $38.1 million regulatory asset, and a $11.4 million charge to accumulated other comprehensive income before taxes.

    Defined Contribution Plans

    Entergy sponsors the Savings Plan of Entergy Corporation and Subsidiaries (System Savings Plan). The System Savings Plan is a defined contribution plan covering eligible employees of Entergy and its subsidiaries. The employing Entergy subsidiary makes matching contributions for all non-bargaining and certain bargaining employees to the System Savings Plan in an amount equal to 70% of the participants' basic contributions, up to 6% of their eligible earnings per pay period. The 70% match is allocated to investments as directed by the employee.

    Through January 31, 2004, the System Savings Plan provided that the employing Entergy subsidiary make matching contributions in the following manner for all non-bargaining and certain bargaining employees. The employing Entergy subsidiary continues to make matching contributions in the following manner for all other bargaining employees who don't receive the 70% matching contribution discussed above. The System Savings Plan provides that the employing Entergy subsidiary make matching contributions:

  • in an amount equal to 75% of the participants' basic contributions, up to 6% of their eligible earnings per pay period, in shares of Entergy Corporation common stock if the employees direct their company-matching contribution to the purchase of Entergy Corporation's common stock; or
  • in an amount equal to 50% of the participants' basic contributions, up to 6% of their eligible earnings per pay period, if the employees direct their company-matching contribution to other investment funds.
  • Entergy also sponsors the Savings Plan of Entergy Corporation and Subsidiaries II (established in 2001), Savings Plan of Entergy Corporation and Subsidiaries IV (established in 2002), and the Savings Plan of Entergy Corporation and Subsidiaries V (established in 2002) to which matching contributions are also made. The plans are defined contribution plans that cover eligible employees, as defined by each plan, of Entergy and its subsidiaries. Effective December 31, 2005, employees participating in the Savings Plan of Entergy Corporation and Subsidiaries V (Savings Plan V) were transferred into the System Savings Plan when Savings Plan V was merged into the System Savings Plan.

    Entergy's subsidiaries' contributions to defined contribution plans collectively were $33.8 million in 2005, $32.9 million in 2004, and $31.5 million in 2003. The majority of the contributions were to the System Savings Plan.

     

    NOTE 11. BUSINESS SEGMENT INFORMATION

    Entergy's reportable segments as of December 31, 2005 are U.S. Utility and Non-Utility Nuclear. U.S. Utility generates, transmits, distributes, and sells electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and provides natural gas utility service in portions of Louisiana. Non-Utility Nuclear owns and operates five nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale customers. "All Other" includes the parent company, Entergy Corporation, and other business activity, including the Energy Commodity Services segment, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. The Energy Commodity Services segment was presented as a reportable segment prior to 2005, but it did not meet the quantitative thresholds for a reportable segment in 2005 and 2004, and with the sale of Entergy-Koch's businesses in 2004, management does not expect the Energy Commodity Services segment to meet the quantitative thresholds in the foreseeable future. The 2004 and 2003 information in the tables below has been restated to include the Energy Commodity Services segment in the All Other column. As a result of the Entergy New Orleans bankruptcy filing, Entergy has discontinued the consolidation of Entergy New Orleans retroactive to January 1, 2005, and is reporting Entergy New Orleans results under the equity method of accounting in the U.S. Utility segment.

    Entergy's segment financial information is as follows:



    2005



    U. S. Utility

     


    Non-Utility
    Nuclear*

     



    All Other*

     



    Eliminations

     



    Consolidated

     

    (In Thousands)

    Operating revenues

    $8,526,943 

     

    $1,421,547 

     

    $237,735 

     

    ($79,978)

     

    $10,106,247 

    Deprec., amort. & decomm.

    $867,755 

     

    $117,752 

     

    $13,991 

     

    $- 

     

    $999,498 

    Interest and dividend income

    $75,748 

     

    $66,836 

     

    $78,185 

     

    ($70,290)

     

    $150,479 

    Equity in earnings of
      unconsolidated equity affiliates


    $765 

     


    $- 

     


    $220 

     


    $- 

     


    $985 

    Interest and other charges

    $364,665 

     

    $50,874 

     

    $130,302 

     

    ($70,237)

     

    $475,604 

    Income taxes (benefits)

    $405,662 

     

    $163,865 

     

    ($10,243)

     

    $- 

     

    $559,284 

    Loss from discontinued operations

    $- 

     

    $- 

     

    ($44,794)

     

    $- 

     

    ($44,794)

    Net income (loss)

    $681,767 

     

    $282,622 

     

    ($40,544)

     

    ($87)

     

    $923,758 

    Preferred dividend requirements

    $22,007 

    $- 

    $3,475 

    ($55)

    $25,427 

    Earnings (loss) applicable to
      common stock


    $659,760 


    $282,622 


    ($44,019)


    ($32)


    $898,331 

    Total assets

    $25,242,432 

     

    $4,887,572 

     

    $3,477,169 

     

    ($2,755,904)

     

    $30,851,269 

    Investment in affiliates - at equity

    $150,135 

     

    $- 

     

    $428,006 

     

    ($281,357)

     

    $296,784 

    Cash paid for long-lived asset 
      additions


    $1,285,012 

     


    $160,899 

     


    $11,230 

     


    $945 

     


    $1,458,086 

     



    2004



    U. S. Utility

     


    Non-Utility
    Nuclear*

     



    All Other*

     



    Eliminations

     



    Consolidated

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

    Operating revenues

    $8,142,808 

     

    $1,341,852 

     

    $265,051 

     

    ($64,190)

     

    $9,685,521 

    Deprec., amort. & decomm.

    $915,667 

     

    $106,408 

     

    $21,028 

     

    $- 

     

    $1,043,103 

    Interest and dividend income

    $40,831 

     

    $63,569 

     

    $60,430 

     

    ($55,195)

     

    $109,635 

    Equity in loss of
      unconsolidated equity affiliates


    $- 

     


    $- 

     


    ($78,727)

     


    $- 

     


    ($78,727)

    Interest and other charges

    $383,032 

     

    $53,657 

     

    $96,229 

     

    ($55,142)

     

    $477,776 

    Income taxes (benefits)

    $406,864 

     

    $142,620 

     

    ($184,179)

     

    $- 

     

    $365,305 

    Loss from discontinued operations

    $- 

     

    $- 

     

    ($41)

     

    $- 

     

    ($41)

    Net income

    $666,691 

     

    $245,029 

     

    $21,384 

     

    ($55)

     

    $933,049 

    Preferred dividend requirements

    $23,283 

    $- 

    $297 

    ($55)

    $23,525 

    Earnings applicable to common
      stock


    $643,408 


    $245,029 


    $21,087 


    $- 


    $909,524 

    Total assets

    $22,937,237 

     

    $4,531,604 

     

    $2,423,194 

     

    ($1,581,258)

     

    $28,310,777 

    Investment in affiliates - at equity

    $207 

     

    $- 

     

    $512,571 

     

    ($280,999)

     

    $231,779 

    Cash paid for long-lived asset
      additions


    $1,152,167 

     


    $242,822 

     


    $15,626 

     


    ($5)

     


    $1,410,610 



    2003



    U. S. Utility

     


    Non-Utility
    Nuclear*

     



    All Other*

     



    Eliminations

     



    Consolidated

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

    Operating revenues

    $7,584,857 

     

    $1,274,983 

     

    $210,910 

     

    ($38,036)

     

    $9,032,714 

    Deprec., amort. & decomm.

    $890,092 

     

    $87,825 

     

    $17,954 

     

    $- 

     

    $995,871 

    Interest and dividend income

    $43,035 

     

    $36,874 

     

    $45,651 

     

    ($38,226)

     

    $87,334 

    Equity in earnings (loss) of
      unconsolidated equity affiliates


    ($3)

     


    $- 

     


    $271,650 

     


    $- 

     


    $271,647 

    Interest and other charges

    $419,111 

     

    $34,460 

     

    $90,295 

     

    ($38,225)

     

    $505,641 

    Income taxes

    $341,044 

     

    $88,619 

     

    $67,770 

     

    $- 

     

    $497,433 

    Loss from discontinued operations

    $- 

     

    $- 

     

    ($14,404)

     

    $- 

     

    ($14,404)

    Cumulative effect of accounting
      change


    ($21,333)

     


    $154,512 

     


    $3,895 

     


    $- 

     


    $137,074 

    Net income

    $492,574 

     

    $300,799 

     

    $157,094 

     

    $- 

     

    $950,467 

    Preferred dividend requirements

    $23,524 

    $- 

    $- 

    $- 

    $23,524 

    Earnings applicable to common   
      stock


    $469,050 


    $300,799 


    $157,094 


    $- 


    $926,943 

    Total assets

    $22,402,314 

     

    $4,171,777 

     

    $3,572,824 

     

    ($1,619,527)

     

    $28,527,388 

    Investment in affiliates - at equity

    $211 

     

    $- 

     

    $1,081,462 

     

    ($28,345)

     

    $1,053,328 

    Cash paid for long-lived asset
      additions


    $1,233,208 

     


    $281,377 

     


    $54,358 

     


    $- 

     


    $1,568,943 

    Businesses marked with * are sometimes referred to as the "competitive businesses," with the exception of the parent company, Entergy Corporation. Eliminations are primarily intersegment activity.

    In the fourth quarter of 2005, Entergy decided to divest the retail electric portion of the Competitive Retail Services business operating in the ERCOT region of Texas. Due to this planned divestiture, activity from this business is reported as discontinued operations in the Consolidated Statements of Income. In connection with the planned sale, an impairment reserve of $39.8 million ($25.8 million net-of-tax) was recorded for the remaining net book value of the Competitive Retail Services business' information technology systems.

    Revenues and pre-tax income (loss) related to the Competitive Retail Services business' discontinued operations were as follows:

     

     

    2005

     

    2004

     

    2003

     

     

    (In Thousands)

                 

    Operating revenues

     

    $654,333 

     

    $438,203 

     

    $162,206 

    Pre-tax income (loss)

     

    ($68,845)

     

    $562 

     

    ($21,763)

    Assets and liabilities related to the Competitive Retail Services business' discontinued operations were as follows:

       

    December 31,

       

    2005

     

    2004

       

    (In Thousands)

             

    Current assets

     

    $89,579

     

    $85,572

    Other property and investments

     

    15,095

     

    5,061

    Property, plant and equipment - net

     

    19,587

     

    27,867

    Deferred debits and other assets

     

    20,903

     

    15,263

    Total assets

     

    $145,164

     

    $133,763

    Current liabilities

     

    $26,036

     

    $32,552

    Non-current liabilities

     

    35,884

     

    6,298

    Equity

     

    83,244

     

    94,913

    Total liabilities and equity

     

    $145,164

     

    $133,763

    Also, in the fourth quarter of 2004, Entergy recorded a charge of approximately $55 million ($36 million net-of-tax) as a result of an impairment of the value of the Warren Power plant. Entergy concluded that the value of the plant, which is owned in the non-nuclear wholesale assets business, was impaired. Entergy reached this conclusion based on valuation studies prepared in connection with the sale of preferred stock in a subsidiary in the non-nuclear wholesale assets business.

    Geographic Areas

    For the years ended December 31, 2005, 2004, and 2003, Entergy derived less than 1% of its revenue from outside of the United States.

    As of December 31, 2005 and 2004, Entergy had almost no long-lived assets located outside of the United States.

     

    NOTE 12. EQUITY METHOD INVESTMENTS

    As of December 31, 2005, Entergy owns investments in the following companies that it accounts for under the equity method of accounting:

    Company

     

    Ownership

     

    Description

             

    Entergy New Orleans, Inc.

     

    100% ownership of common stock

     

    A regulated public utility company that generates, transmits, distributes, and sells electric power to retail and wholesale customers. As a result of Entergy New Orleans' bankruptcy filing in September 2005, Entergy deconsolidated Entergy New Orleans and reflects Entergy New Orleans' financial results under the equity method of accounting retroactive to January 1, 2005. See Note 16 for further discussion of the bankruptcy proceeding.

             

    Entergy-Koch, LP

     

    50% partnership interest

     

    Engaged in two major businesses: energy commodity marketing and trading through Entergy-Koch Trading, and gas transportation and storage through Gulf South Pipeline. Entergy-Koch sold both of these businesses in the fourth quarter of 2004, and Entergy-Koch is no longer an operating entity.

             

    RS Cogen LLC

     

    50% member interest

     

    Co-generation project that produces power and steam on an industrial and merchant basis in the Lake Charles, Louisiana area.

             

    Top Deer

     

    50% member interest

     

    Wind-powered electric generation joint venture.

    Following is a reconciliation of Entergy's investments in equity affiliates:

       

    2005

     

    2004

     

    2003

       

    (In Thousands)

     

     

     

     

     

     

     

    Beginning of year

     

    $231,779 

     

    $1,053,328 

     

    $824,209 

    Deconsolidation of Entergy New
      Orleans, effective January 1, 2005

     


    154,462 

     


     


    Additional investments

     

     

    157,020 

     

    4,668 

    Income (loss) from the investments

     

    985 

     

    (78,727)

     

    271,647 

    Other income

     

     

    6,232 

     

    45,583 

    Distributions received

     

    (80,901)

     

    (888,260)

     

    (105,142)

    Dispositions and other adjustments

     

    (9,541)

     

    (17,814)

     

    12,363 

    End of year

     

    $296,784 

     

    $231,779 

     

    $1,053,328 

    The following is a summary of combined financial information reported by Entergy's equity method investees:

     

     

    2005

     

    2004

     

    2003

     

     

    (In Thousands)

                 

    Income Statement Items

     

     

     

     

     

     

        Operating revenues

     

    $721,410

     

    $270,177 

     

    $585,404

        Operating income

     

    $9,526

     

    ($111,535)

     

    $207,301

        Net income

     

    $1,592

     

    $739,858 (1) 

     

    $172,595

     

     

     

     

     

     

     

    Balance Sheet Items

               

        Current assets

     

    $415,586

     

    $540,386 

     

     

        Noncurrent assets

     

    $1,498,465

     

    $418,038 

     

     

        Current liabilities

     

    $544,030

     

    $180,009 

     

     

        Noncurrent liabilities

     

    $999,346

     

    $463,899 

     

     

    (1)

    Includes gains recorded by Entergy-Koch on the sales of its energy trading and pipeline businesses.

    Related-party transactions and guarantees

    See Note 16 to the consolidated financial statements for a discussion of the Entergy New Orleans bankruptcy proceedings and activity between Entergy and Entergy New Orleans.

    During 2004 and 2003, Entergy procured various services from Entergy-Koch consisting primarily of pipeline transportation services for natural gas and risk management services for electricity and natural gas. The total cost of such services in 2004 and 2003 was approximately $9.5 million and $15.9 million, respectively. There were no related party transactions between Entergy-Koch and Entergy in 2005. Entergy Louisiana and Entergy New Orleans entered into purchase power agreements with RS Cogen, and purchased a total of $61.2 million, $43.6 million, and $26.0 million of capacity and energy from RS Cogen in 2005, 2004, and 2003, respectively. Entergy's operating transactions with its other equity method investees were not material in 2005, 2004, or 2003.

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

    During the fourth quarter of 2004, an Entergy subsidiary purchased from a commercial bank holder $16.3 million of RS Cogen subordinated indebtedness, due October 2017, bearing interest at LIBOR plus 4.50%.  The debt was purchased at a discount of approximately $2.4 million that was to be amortized over the remaining life of the debt. In June 2005, 100% of the $16.0 million balance of the subordinated indebtedness was sold to a lending institution for 100.75% of par.

     

    NOTE 13. ACQUISITIONS AND DISPOSITIONS

    Asset Acquisitions

    In June 2005, Entergy Louisiana purchased the 718 MW Perryville power plant located in northeast Louisiana for $162 million from a subsidiary of Cleco Corporation. Entergy received the plant, materials and supplies, SO2 emission allowances, and related real estate. The LPSC approved the acquisition and the long-term cost-of-service purchased power agreement under which Entergy Gulf States will purchase 75 percent of the plant's output.

    Asset Dispositions

    Entergy-Koch Businesses

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

    Other

    In January 2004, Entergy sold its 50% interest in the Crete project, which is a 320MW power plant located in Illinois, and realized an insignificant gain on the sale.

    In the fourth quarter of 2004, Entergy sold undivided interests in the Warren Power and the Harrison County plants at a price that approximated book value.

     

    NOTE 14. RISK MANAGEMENT AND FAIR VALUES

    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

     

    Primary Affected Segments

     

     

     

    Power price risk

     

    U.S. Utility, Non-Utility Nuclear, Energy Commodity Services

    Fuel price risk

     

    U.S. Utility, Non-Utility Nuclear, Energy Commodity Services

    Foreign currency exchange rate risk

     

    U.S. Utility, Non-Utility Nuclear, Energy Commodity Services

    Equity price and interest rate risk - investments

     

    U.S. Utility, Non-Utility Nuclear

    Entergy manages these risks through both contractual arrangements and derivatives. Contractual risk management tools include long-term power and fuel purchase agreements, capacity contracts, and tolling agreements. Entergy also uses a variety of commodity and financial derivatives, including natural gas and electricity futures, forwards, swaps, and options; foreign currency forwards; and interest rate swaps as a part of its overall risk management strategy. Except for the energy trading activities conducted through December 2004 by Entergy-Koch, Entergy enters into derivatives only to manage natural risks inherent in its physical or financial assets or liabilities.

    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.

    Hedging Derivatives

    Entergy classifies substantially all of the following types of derivative instruments held by its consolidated businesses as cash flow hedges:

    Instrument

     

    Business Segment

     

     

     

    Natural gas and electricity futures and forwards

     

    Non-Utility Nuclear, Energy Commodity Services,
      Competitive Retail Services

    Foreign currency forwards

     

    U.S. Utility, Non-Utility Nuclear

    Cash flow hedges with net unrealized losses of approximately $391 million at December 31, 2005 are scheduled to mature during 2006. Net losses totaling approximately $218 million were realized during 2005 on the maturity of cash flow hedges. Unrealized gains or losses result from hedging power output at the Non-Utility Nuclear power stations and foreign currency hedges related to Euro-denominated nuclear fuel acquisitions. The related gains or losses from hedging power are included in revenues when realized. The realized gains or losses from foreign currency transactions are included in the cost of capitalized fuel. The maximum length of time over which Entergy is currently hedging the variability in future cash flows for forecasted transactions at December 31, 2005 is approximately three years. The ineffective portion of the change in the value of Entergy's cash flow hedges during 2005, 2004, and 2003 was insignificant.

    Fair Values

    Financial Instruments

    The estimated fair value of Entergy's financial instruments is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. The estimated fair value of derivative financial instruments is based on market quotes. Considerable judgment is required in developing some of the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange. In addition, gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not necessarily accrue to the benefit or detriment of stockholders.

    Entergy considers the carrying amounts of most of its financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. Additional information regarding financial instruments and their fair values is included in Notes 5 and 6 to the consolidated financial statements.

     

    NOTE 15. DECOMMISSIONING TRUST FUNDS

    Entergy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2005 and 2004 are summarized as follows:

     

    Fair
    Value

     

    Total
    Unrealized
    Gains

     

    Total
    Unrealized
    Losses

     

    (In Millions)

    2005

     

     

     

     

     

     

    Equity

     

    $1,502

     

    $280

     

    $12

    Debt Securities

     

    1,105

     

    20

     

    10

      Total

     

    $2,607

     

    $300

     

    $22

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

     

     

     

     

     

    Equity

     

    $995

     

    $166

     

    $17

    Debt Securities

     

    1,457

     

    33

     

    6

      Total

     

    $2,452

     

    $199

     

    $23

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2005:

     

     

    Equity Securities

     

    Debt Securities

     

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

    Less than 12 months

     

    $27

     

    $1

     

    $425

     

    $6

    More than 12 months

     

    104

     

    11

     

    116

     

    4

    Total

     

    $131

     

    $12

     

    $541

     

    $10

    Entergy evaluates these unrealized gains and losses at the end of each period to determine whether an other than temporary impairment has occurred. This analysis considers the length of time that a security has been in a loss position, the current performance of that security, and whether decommissioning costs are recovered in rates. Due to the regulatory treatment of decommissioning collections and trust fund earnings, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy record regulatory assets or liabilities for unrealized gains and losses on trust investments. For the unregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains or losses in other deferred credits. No significant impairments were recorded in 2005 and 2004 as a result of these evaluations.

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2005 and 2004 are as follows:

       

    2005

     

    2004

       

    (In Millions)

    less than 1 year  

    $80

     

    $134

    1 year - 5 years  

    357

     

    592

    5 years - 10 years  

    382

     

    425

    10 years - 15 years  

    116

     

    158

    15 years - 20 years  

    73

     

    60

    20 years+  

    97

     

    88

      Total  

    $1,105

     

    $1,457

    During the year ended December 31, 2005, the proceeds from the dispositions of securities amounted to $50 million with gross gains of $0.7 million and gross losses of $2.3 million, which were reclassified out of other comprehensive income into earnings during the period.  During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $37 million with gross gains of $0.7 million and gross losses of $0.7 million, which were reclassified out of other comprehensive income into earnings during the period.

     

    NOTE 16. ENTERGY NEW ORLEANS BANKRUPTCY PROCEEDING

    Because of the effects of Hurricane Katrina, on September 23, 2005, Entergy New Orleans filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Louisiana seeking reorganization relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Case No. 05-17697). Entergy New Orleans continues to operate its business as a debtor-in-possession under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the bankruptcy court.

    In September 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor in possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. On December 9, 2005, the bankruptcy court issued its final order approving the DIP credit agreement, including the priority and lien status of the indebtedness under the agreement. The credit facility provides for up to $200 million in loans. The facility enables Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. As of December 31, 2005, Entergy New Orleans had outstanding borrowings of $90 million under the DIP credit agreement.

    Entergy owns 100 percent of the common stock of Entergy New Orleans, has continued to supply general and administrative services, and has provided debtor-in-possession financing to Entergy New Orleans. Uncertainties surrounding the nature, timing, and specifics of the bankruptcy proceedings, however, have caused Entergy to deconsolidate Entergy New Orleans and reflect Entergy New Orleans' financial results under the equity method of accounting retroactive to January 1, 2005. Because Entergy owns all of the common stock of Entergy New Orleans, this change will not affect the amount of net income Entergy records resulting from Entergy New Orleans' operations for any current or prior period, but will result in Entergy New Orleans' net income for 2005 being presented as "Equity in earnings (loss) of unconsolidated equity affiliates" rather than its results being included in each individual income statement line item, as is the case for periods prior to 2005. Entergy reviewed the carrying value of its investment in Entergy New Orleans to determine if an impairment had occurred as a result of the storm, the flood, the power outages, restoration costs and changes in customer load. Entergy determined that as of December 31, 2005, no impairment had occurred because management believes that recovery is probable.  Entergy will continue to assess the carrying value of its investment in Entergy New Orleans as developments occur in Entergy New Orleans' recovery efforts.

    Entergy's results of operations for 2005 include $207.2 million in operating revenues, primarily from sales of power by Entergy consolidated subsidiaries to Entergy New Orleans, and $117.5 million in purchased power, primarily from purchases of power by Entergy consolidated subsidiaries from Entergy New Orleans. As stated above, however, because Entergy owns all of the common stock of Entergy New Orleans, the deconsolidation of Entergy New Orleans does not affect the amount of net income Entergy records resulting from Entergy New Orleans' operations.

     

    NOTE 17. QUARTERLY FINANCIAL DATA (UNAUDITED)

    Operating results for the four quarters of 2005 and 2004 were:

     

    Operating
    Revenues (a)

     

    Operating
    Income (b)

     

    Net
    Income

     

    (In Thousands)

    2005:

     

      First Quarter

    $2,110,182

     

    $311,008

     

    $178,620

      Second Quarter

    $2,445,389

     

    $515,573

     

    $292,789

      Third Quarter

    $2,898,259

     

    $654,339

     

    $356,388

      Fourth Quarter

    $2,652,417

     

    $311,069

     

    $95,961

             

    2004:

             

      First Quarter

    $2,169,983

     

    $379,020

     

    $213,016

      Second Quarter

    $2,379,668

     

    $491,267

     

    $271,011

      Third Quarter

    $2,832,642

     

    $570,316

     

    $288,047

      Fourth Quarter

    $2,303,228

     

    $209,569

     

    $160,975

    (a)

    Operating revenues are lower by $102,461 in the first quarter 2005 and $110,597 in the second quarter 2005 due to the deconsolidation of Entergy New Orleans retroactive to January 1, 2005. Operating revenues are lower by $110,771 in the first quarter 2005, $153,533 in the second quarter 2005, $231,472 in the third quarter 2005, $81,566 in the first quarter 2004, $105,429 in the second quarter 2004, and $130,939 in the third quarter 2004 due to the treatment of a portion of the Competitive Retail Services business as a discontinued operation.

    (b)

    Operating income is lower by $12,521 in the first quarter 2005 and $17,934 in the second quarter 2005 due to the deconsolidation of Entergy New Orleans retroactive to January 1, 2005. Operating income is lower (higher) by ($1,850) in the first quarter 2005, ($3,897) in the second quarter 2005, ($10,502) in the third quarter 2005, ($186) in the first quarter 2004, $3,045 in the second quarter 2004, and $1,156 in the third quarter 2004 due to the treatment of a portion of the Competitive Retail Services business as a discontinued operation.

    Earnings per Average Common Share

     

    2005

     

    2004

     

    Basic

     

    Diluted

     

    Basic

     

    Diluted

                   
    First Quarter

    $0.80

     

    $0.79

     

    $0.90

     

    $0.88

    Second Quarter

    $1.36

     

    $1.33

     

    $1.16

     

    $1.14

    Third Quarter

    $1.68

     

    $1.65

     

    $1.24

     

    $1.22

    Fourth Quarter

    $0.43

     

    $0.42

     

    $0.71

     

    $0.69

     

    ENTERGY'S BUSINESS (continued from page 3)

    U.S. Utility

    The U.S. Utility is Entergy's largest business segment, with five wholly-owned domestic retail electric utility subsidiaries: Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. These companies generate, transmit, distribute and sell electric power to retail and wholesale customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy Gulf States and Entergy New Orleans also provide natural gas utility services to customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively. Also included in the U.S. Utility is System Energy, a wholly-owned subsidiary of Entergy Corporation that owns or leases 90 percent of Grand Gulf. System Energy sells its power and capacity from Grand Gulf at wholesale to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

    These utility subsidiaries are each regulated by state utility commissions, and in the case of Entergy New Orleans, the City Council. System Energy is regulated by FERC as all of its transactions are at the wholesale level. The U.S. Utility continues to operate as a monopoly as efforts toward deregulation have been delayed, abandoned, or not initiated in its service territories. The overall generation portfolio of the U.S. Utility, which relies heavily on natural gas and nuclear generation, is consistent with Entergy's strong support for the environment.

    The U.S. Utility is focused on providing highly reliable and cost effective electricity and gas service while working in an environment that provides the highest level of safety for its employees. Since 1998, the U.S. Utility has significantly improved key customer service, reliability, and safety metrics and continues to actively pursue additional improvements.

    Entergy Louisiana Corporate Restructuring

    Effective December 31, 2005, Entergy Louisiana, LLC, a limited liability company organized under the laws of the State of Texas as part of a restructuring involving a Texas statutory merger-by-division, succeeded to all of the regulated utility operations of Entergy Louisiana, Inc. Entergy Louisiana, LLC was allocated substantially all of the property and other assets of Entergy Louisiana, Inc., including all assets used to provide retail and wholesale electric service to Entergy Louisiana, Inc.'s customers. Entergy Louisiana, LLC also assumed substantially all of the liabilities of Entergy Louisiana, Inc., including all of its debt securities and leases but excluding the outstanding preferred stock of Entergy Louisiana, Inc. 

    As the operator of Entergy Louisiana, Inc.'s retail utility operations, Entergy Louisiana, LLC is subject to the jurisdiction of the LPSC over electric service, rates and charges to the same extent that the LPSC possessed jurisdiction over Entergy Louisiana, Inc.'s retail utility operations. The restructuring is intended to reduce corporate franchise taxes. The restructuring implements a recommendation from the LPSC staff and is expected to result in a decrease in Entergy Louisiana, LLC's rates to its Louisiana retail customers.

    On December 31, 2005, and immediately prior to the formation of Entergy Louisiana, LLC, Entergy Louisiana, Inc. changed its state of incorporation from Louisiana to Texas and its name to Entergy Louisiana Holdings, Inc. Upon the effectiveness of the statutory merger-by-division on December 31, 2005, Entergy Louisiana, LLC was organized and Entergy Louisiana Holdings held all of Entergy Louisiana, LLC's common membership interests. All of the common membership interests of Entergy Louisiana, LLC continue to be held by Entergy Louisiana Holdings and all of the common stock of Entergy Louisiana Holdings continues to be held by Entergy Corporation. As part of the merger-by-division, Entergy Louisiana Holdings succeeded to Entergy Louisiana, Inc.'s rights and obligations with respect to Entergy Louisiana, Inc.'s outstanding preferred stock, which has an aggregate par value of approximately $100 million. Within three to nine months of the effective date of the merger-by-division, however, Entergy Louisiana Holdings expects to redeem or repurchase and retire the Entergy Louisiana, Inc. preferred stock then outstanding and thereafter amend its charter to eliminate authority to issue preferred stock.

    Entergy Louisiana Holdings also holds all of the common membership interests in Entergy Louisiana Properties, LLC, a Texas limited liability company that, as part of the restructuring, was organized and allocated the Entergy Louisiana, Inc. assets not allocated to Entergy Louisiana, LLC. The assets allocated to Entergy Louisiana Properties were two tracts of undeveloped real estate, known as the St. Rosalie and Wilton Plant sites, and Entergy Louisiana, Inc.'s equity ownership interest in and a long-term note receivable from System Fuels, Inc., a company also owned by Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans, which implements and maintains certain programs for the purchase, delivery and storage of fuel supplies for Entergy's utility subsidiaries. Entergy Louisiana Properties also assumed any obligations and liabilities relating to these assets. The book value of the assets allocated to Entergy Louisiana Properties is approximately $33 million.

    After the restructuring and merger-by-division the financial statements of Entergy Louisiana Holdings will be on a consolidated basis including Entergy Louisiana, LLC and Entergy Louisiana Properties and will carry forward the retained earnings of Entergy Louisiana, Inc. at December 31, 2005. As result of the merger-by-division and related accounting, the balance sheet of Entergy Louisiana, LLC will not carry forward the retained earnings of Entergy Louisiana, Inc. at December 31, 2005. The Federal Power Act restricts the ability of a public utility to pay dividends out of capital. As a result of its restructuring and the related accounting, Entergy Louisiana, LLC applied to the FERC for a declaratory order to pay dividends on its common and preferred membership interests from the following sources: (1) the amount of Entergy Louisiana, Inc.'s retained earnings immediately prior to its restructuring on December 31, 2005; (2) an amount in excess of the amount in (1) over a transition period not expected to last more than 3 years so long as Entergy Louisiana, LLC's proprietary capital ratio is, and will remain, above 30%; and (3) the amount of Entergy Louisiana, LLC's retained earnings after the restructuring. The FERC granted the declaratory order on January 23, 2006. Dividends paid by Entergy Louisiana, LLC on its common membership interests to Entergy Louisiana Holdings may, in turn, be paid by Entergy Louisiana Holdings to its common and preferred stockholders without the need for FERC approval. As a wholly-owned subsidiary, Entergy Louisiana Holdings dividends its earnings to Entergy Corporation, as the common stockholder, on a percentage determined monthly.

    Entergy Louisiana, LLC will not join in the filing of Entergy's consolidated federal income tax return, although it will be consolidated for financial reporting purposes. Entergy Louisiana, LLC will file a separate federal income tax return, will pay federal income taxes on a stand-alone basis, and will not be a party to the Entergy System's intercompany tax allocation agreement. Entergy Louisiana, LLC may make elections for tax proposes that may differ from those made by the Entergy consolidated tax group, which may result in Entergy Louisiana, LLC having more exposure to tax liability than it would have had, had it been included in the Entergy consolidated tax return, thereby adversely affecting Entergy Louisiana, LLC's financial condition. Entergy Louisiana Holdings will continue as a party to the Entergy System's intercompany tax allocation agreement.

    After the merger-by-division, Entergy Louisiana, LLC issued $100 million of its preferred membership interests, which grant the holders thereof the power to vote together, as a single class, with Entergy Corporation as the holder of the common membership interests. The preferred membership interests have approximately 23% of the total voting power. Since Entergy Corporation, indirectly through Entergy Louisiana Holdings, owns all of the common membership interests in Entergy Louisiana, LLC, Entergy Corporation will be able to elect the entire board of directors of Entergy Louisiana, LLC, except in certain circumstances when distributions on Entergy Louisiana, LLC's preferred membership interests are in arrears.

    Hurricane Katrina and Hurricane Rita

    The temporary power outages associated with Hurricanes Katrina and Rita in the affected service territory caused Entergy Louisiana's and Entergy New Orleans' sales volume to be lower than normal from September 2005 through December 2005. The number of customers as of December 31, 2005 compared to December 31, 2004 decreased by 44,000 at Entergy Louisiana and by 20,000 and 15,000 for electric and gas, respectively, at Entergy New Orleans. The customer figures below include customers who are able to accept service but have not yet returned to their homes. Restoration for many of the customers who are unable to accept service will follow major repairs or reconstruction of customer facilities, and will be contingent on validation by local authorities of habitability and electrical safety of customers' structures.

    Customers

    As of December 31, 2005, Entergy's domestic utility companies provided retail electric and gas service to customers in Arkansas, Louisiana, Mississippi, and Texas, as follows (in the case of Entergy Louisiana and Entergy New Orleans, due to the effect of Hurricane Katrina, the number represents customers who are able to accept service, but have not necessarily returned to their homes) :

    Electric Customers

    Gas Customers

    Area Served

    (In Thousands)

    (%)

    (In Thousands)

    (%)

    Entergy Arkansas

    Portions of Arkansas

    675

    26%

    Entergy Gulf States

    Portions of Texas and
    Louisiana

    740

    28%

    89

    41%

    Entergy Louisiana

    Portions of Louisiana

    618

    24%

    Entergy Mississippi

    Portions of Mississippi

    427

    16%

    Entergy New Orleans

    City of New Orleans*

    169

    6%

    130

    59%

    Total customers

    2,629

    100%

    219

    100%

    *

    Excludes the Algiers area of the city, where Entergy Louisiana provides electric service.

    Electric Energy Sales

    The electric energy sales of Entergy's domestic utility companies are subject to seasonal fluctuations, with the peak sales period normally occurring during the third quarter of each year. On July 25, Entergy reached a 2005 peak demand of 21,391 MW, compared to the 2004 peak of 21,174 MW recorded on July 15 of that year. Selected electric energy sales data is shown in the table below:

    Selected 2005 Electric Energy Sales Data

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    Entergy
    (a)(b)

    (In GWh)

    Sales to retail
     customers


    21,005 


    33,918 


    26,889 


    13,341 


    4,712 



    95,153 

    Sales for resale:

    Affiliates

    4,555 

    3,213 

    2,451 

    516 

    1,705 

    9,070 

    Others

    4,103 

    2,804 

    109 

    420 

    336 

    5,730 

    Total

    29,663 

    39,935 

    29,449 

    14,277 

    6,753 

    9,070 

    100,883 

    Average use per
    residential customer
    (kWh)



    13,399 



    15,643 



    15,852 



    14,833 



    10,600 





    14,659 

    (a)

    Includes the effect of intercompany eliminations.

    (b)

    Because of the Entergy New Orleans bankruptcy filing, Entergy deconsolidated Entergy New Orleans; therefore, Entergy New Orleans electric sales are excluded.

    The following table illustrates the domestic utility companies' 2005 combined electric sales volume as a percentage of total electric sales volume, and 2005 combined electric revenues as a percentage of total 2005 electric revenue, each by customer class.

    Customer Class

     

    % of Sales Volume

     

    % of Revenue

             

    Residential

     

    31.3

     

    34.5

    Commercial

     

    24.2

     

    24.1

    Industrial (a)

     

    37.3

     

    28.6

    Governmental

     

    1.5

     

    1.7

    Wholesale

     

    5.7

     

    11.1

    (a)

    Major industrial customers are in the chemical, petroleum refining, and paper industries.

    See "Selected Financial Data" for each of the domestic utility companies for the detail of their sales by customer class for 2003, 2004, and 2005.

    Selected 2005 Natural Gas Sales Data

    Entergy New Orleans and Entergy Gulf States provide both electric power and natural gas to retail customers. Entergy New Orleans and Entergy Gulf States sold 12,329,794 and 6,717,077 Mcf, respectively, of natural gas to retail customers in 2005. In 2005, 98% of Entergy Gulf States' operating revenue was derived from the electric utility business, and only 2% from the natural gas distribution business. For Entergy New Orleans, 80% of operating revenue was derived from the electric utility business and 20% from the natural gas distribution business in 2005. Following is data concerning Entergy New Orleans' 2005 retail operating revenue sources.


    Entergy New Orleans

     

    Electric Operating
    Revenue

     

    Natural Gas
    Revenue

             

    Residential

     

    39%

     

    47%

    Commercial

     

    38%

     

    21%

    Industrial

     

    8%

     

    15%

    Governmental/Municipal

     

    15%

     

    17%

    Retail Rate Regulation

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

    The retail regulatory philosophy has shifted in some jurisdictions from traditional, cost-of-service regulation to include performance-based rate elements. Performance-based rate plans are designed to encourage efficiencies and productivity while permitting utilities and their customers to share in the benefits. Entergy Louisiana, the Louisiana jurisdiction of Entergy Gulf States, Entergy Mississippi, and Entergy New Orleans have implemented performance-based formula rate plans.

    Following is a summary of the status of retail open access in the domestic utility companies' retail service territories.

    Jurisdiction

     

    Status of Retail Open Access

      

     

     

    Arkansas

     

    Retail open access was repealed in February 2003.

     

     

     

    Texas

     

    In December 2005, Entergy Gulf States made a filing identifying three potential power region(s) to be considered for certification and the steps and schedule to achieve certification. The Texas law enacted in 2005 requires Entergy Gulf States to also file a transition to competition plan by January 1, 2007 addressing how Entergy Gulf States intends to mitigate market power and achieve full customer choice which will be affected by the power region selected.

     

     

     

    Louisiana

     

    The LPSC has deferred pursuing retail open access, pending developments at the federal level and in other states. In response to a study submitted to the LPSC that was funded by a group of large industrial customers, the LPSC recently has solicited comments regarding a limited retail access program. A technical conference was held in April 2005.

     

     

     

    Mississippi

     

    The MPSC has recommended not pursuing open access at this time.

     

     

     

    New Orleans

     

    The Council has taken no action on Entergy New Orleans' proposal filed in 1997.

    Retail Rates

    Each domestic utility operating subsidiary participates in retail rate proceedings on a consistent basis. The status of material retail rate proceedings is described in Note 2 to the domestic utility companies and System Energy financial statements. The domestic utility companies' retail rate mechanisms are discussed below.

    Entergy Arkansas

    Fuel Recovery

    Entergy Arkansas' rate schedules include an energy cost recovery rider to recover fuel and purchased energy costs in monthly bills. The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year. Entergy Arkansas' 2005 filing is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    In accordance with provisions in the energy cost recovery rider tariff for an interim rate request dependent upon the level of over- or under-recovery, Entergy Arkansas filed a request with the APSC for an interim rate increase in September 2005 which became effective with October 2005 billings.

    Entergy Gulf States

    Louisiana Jurisdiction - Formula Rate Plan

    In March 2005, the LPSC approved a settlement that includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States. Entergy Gulf States made its first formula rate plan filing in June 2005 for the test year ending December 31, 2004 which is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    Louisiana Jurisdiction - Retail Base Rates

    In June 2005, the LPSC approved a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan for gas with an ROE mid-point of 10.5%.

    In January 2006, Entergy Gulf States filed with the LPSC its gas rate stabilization plan. The filing showed a revenue deficiency of $4.1 million based on an ROE mid-point of 10.5%. Approval by the LPSC and implementation is not expected until the second quarter of 2006.

    Louisiana Jurisdiction - Fuel Recovery

    Entergy Gulf States' Louisiana electric rates include a fuel adjustment clause designed to recover the cost of fuel and purchased power costs. The fuel adjustment clause contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers. The LPSC approved the deferral of $15.1 million and $11.5 million of fuel and purchased power costs for June 2005 and July 2005, respectively, to reduce the effect on customers of increasing natural gas prices.

    Entergy Gulf States' Louisiana gas rates include a purchased gas adjustment clause based on estimated gas costs for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers.

    Louisiana Jurisdiction - Storm Cost Recovery

    In December 2005, Entergy Gulf States filed with the LPSC for interim recovery of $141 million of storm costs. The filing proposes implementing an $18.7 million annual interim surcharge, including carrying charges and subject to refund, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Gulf States recover $850,000 per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Gulf States' interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $6 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Gulf States of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $6 million cap is reached.  Beginning in September 2006, Entergy Gulf States' interim storm cost recovery of $850,000 per month shall be through base rates.  In addition, all excess earnings that Entergy Gulf States may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.

    Texas Jurisdiction - Retail Base Rates

    Entergy Gulf States is operating in Texas under a base rate freeze that has remained in effect during the delay in the implementation of retail open access in Entergy Gulf States' Texas service territory. In June 2005, a Texas law was enacted that provides that Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, but may seek before then recovery of certain incremental purchased power capacity costs and may recover reasonable and necessary transition to competition costs. In July 2005, Entergy Gulf States filed with the PUCT a request for implementation of an incremental purchased capacity rider. An $18 million annual rider was made effective December 1, 2005 but is subject to reconciliation. Discussion of the recently passed Texas legislation is in Note 2 to the domestic utility companies and System Energy financial statements.

    As authorized by the Texas legislation, in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs. Entergy Gulf States requested recovery of $189 million in transition to competition costs through implementation of a 15-year rider to be effective no later than March 1, 2006. The $189 million represents transition to competition costs Entergy Gulf States incurred from June 1, 1999 through June 17, 2005 in preparing for competition in its service area, including attendant AFUDC, and all carrying costs projected to be incurred on the transition to competition costs through February 28, 2006. The $189 million is before any gross-up for taxes or carrying costs over the 15-year recovery period. Entergy Gulf States has reached a unanimous settlement agreement in principle on all issues with the active parties in the transition to competition cost recovery case. The agreement in principle allows Entergy Gulf States to recover $14.5 million per year in transition to competition costs over a 15-year period. Entergy Gulf States implemented interim rates based on this revenue level on March 1, 2006, subject to refund. Entergy Gulf States expects that the PUCT will consider the formal settlement document, which is currently being developed, in the second quarter 2006.

    Texas Jurisdiction - Fuel Recovery

    Entergy Gulf States' Texas rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under the current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until retail open access begins in Texas. To the extent actual costs vary from the fixed fuel factor, refunds or surcharges are required or permitted. The amounts collected under the fixed fuel factor through the start of retail open access are subject to fuel reconciliation proceedings before the PUCT. The PUCT fuel cost reviews that were resolved during the past year or are currently pending are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    Entergy Louisiana

    Formula Rate Plan

    In May 2005, the LPSC approved a rate settlement that includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

    Fuel Recovery

    Entergy Louisiana's rate schedules include a fuel adjustment clause designed to recover the cost of fuel and purchased power costs. The fuel adjustment clause contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers. The LPSC approved the deferral of $27.2 million of fuel and purchased power costs for May 2005 to reduce the effect on customers of increasing natural gas prices.

    In September 2002, Entergy Louisiana settled a proceeding that concerned a contract entered into by Entergy Louisiana to purchase, through 2031, energy generated by a hydroelectric facility known as the Vidalia project. In the settlement, the LPSC approved Entergy Louisiana's proposed treatment of the regulatory impact of a tax accounting election related to that project. In general, the settlement permits Entergy Louisiana to keep a portion of the tax benefit in exchange for bearing the risk associated with sustaining the tax treatment. The LPSC settlement divided the term of the Vidalia contract into two segments: 2002-2012 and 2013-2031. During the first eight years of the 2002-2012 segment, Entergy Louisiana agreed to credit rates by flowing through its fuel adjustment calculation $11 million each year, beginning monthly in October 2002. Entergy Louisiana must credit rates in this way and by this amount even if Entergy Louisiana is unable to sustain the tax deduction. Entergy Louisiana also must credit rates by $11 million each year for an additional two years unless either the tax accounting method elected is retroactively repealed or the Internal Revenue Service denies the entire deduction related to the tax accounting method. Entergy Louisiana agreed to credit ratepayers additional amounts unless the tax accounting election is not sustained, if it is challenged. During the years 2013-2031, Entergy Louisiana and its ratepayers would share the remaining benefits of this tax accounting election. Note 8 to the domestic utility companies and System Energy financial statements contains further discussion of the obligations related to the Vidalia project.

    Storm Cost Recovery

    In December 2005, Entergy Louisiana filed with the LPSC for interim recovery of $355 million of storm costs. The filing proposes implementing a $41.8 million annual interim surcharge, including carrying charges and subject to refund, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Louisiana recover $2 million per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Louisiana's interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $14 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Louisiana of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $14 million cap is reached.  Beginning in September 2006, Entergy Louisiana's interim storm cost recovery of $2 million per month shall be through base rates.  In addition, all excess earnings that Entergy Louisiana may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery. 

    Entergy Mississippi

    Performance-Based Formula Rate Plan

    Entergy Mississippi is operating under a December 2002 MPSC order whereby Entergy Mississippi files a performance-based formula rate plan annually on or before March 15. The formula rate plan compares the prior year's annual earned rate of return to, and adjusts it against, a benchmark rate of return. The benchmark rate of return is calculated under a separate formula within the formula rate plan. The formula rate plan allows for periodic small prospective adjustments in rates, up to an amount that would produce a change in Entergy Mississippi's overall revenue of almost 2%, based on a comparison of actual earned returns to benchmark returns and upon certain performance factors. Entergy Mississippi made its annual formula rate plan filing with the MPSC in March 2005 based on a 2004 test year. In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provided for no change in rates based on a performance-adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

    Fuel Recovery

    Entergy Mississippi's rate schedules include energy cost recovery riders to recover fuel and purchased energy costs. The rider utilizes projected energy costs filed quarterly by Entergy Mississippi to develop an energy cost rate. The energy cost rate is redetermined each calendar quarter and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy cost as of the second quarter preceding the redetermination.

    In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 were deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges was refunded through the energy cost recovery rider in the second and third quarters of 2005.

    Power Management Rider

    The MPSC approved the purchase of the Attala power plant in November 2005. In December 2005, the MPSC issued an order approving the investment cost recovery through its power management rider and limited the recovery to a period that begins with the closing date of the purchase and ends the earlier of the date costs are incorporated into base rates or December 31, 2006. The MPSC order also provided that any reserve equalization benefits be credited to the annual ownership costs beginning with the date that Entergy Mississippi begins recovery of the Hurricane Katrina restoration costs or July 1, 2006, whichever is earlier. On December 9, 2005, Entergy Mississippi filed a compliance rider.

    Storm Cost Recovery

    In December 2005, Entergy Mississippi filed with the MPSC a Notice of Intent to change rates by implementing a Storm Damage Rider to recover storm damage restoration cots associated with Hurricanes Katrina and Rita totaling approximately $84 million as of November 30, 2005. The notice proposes recovery of approximately $14.7 million annually over a five-year period, including carrying charges. A hearing on this matter is expected in April 2006. Entergy Mississippi plans to make a second filing in late spring of 2006 to recover additional restoration costs associated with the hurricanes incurred after November 30, 2005.

    Entergy New Orleans

    Formula Rate Plans

    In May 2003, the City Council approved the implementation of formula rate plans for electric and gas service that would be evaluated annually for two cycles of operation, unless extended by the City Council on or before September 1, 2005. Entergy New Orleans made its annual scheduled formula rate plan filing with the City Council in April 2005 which is discussed in Note 2 to the domestic utility companies and System Energy financial statements. In May 2005, Entergy New Orleans made a filing at the City Council seeking approval of the continued implementation of the gas and electric formula rate plans. The City Council approved an agreement in principle which provides, among other things, for the continuation of the electric and gas formula rate plans for two more annual cycles, effective September 1, 2005, with a target equity ratio of 45% (an increase from the original target of 42%) as well as a mid-point return on equity of 10.75%. The ROE band-width is 100 basis points from the mid-point for electric operations (allowed earnings range of 9.75% to 11.75%). For gas operations, the ROE band-width is 50 basis points from the mid-point (allowed earnings range of 10.25% to 11.25%) and zero basis points from the mid-point for the 2005 evaluation period. The electric and gas formula rate plans are scheduled to be filed no later than May 1, 2006.

    The agreement in principle also called for the continuation and modification of Entergy New Orleans' Generation-Performance Based Rate (G-PBR) by separating the operation of the G-PBR from the formula rate plan so that the core business' electric rates are not set on a prospective basis by reference to G-PBR earnings. Under the revised G-PBR, the customer retains 100% of the first $20 million of additional savings, 90% of the next $30 million of additional savings (up to $50 million), 95% of the next $30 million of additional savings (up to $80 million), and 100% of additional savings over $80 million. The agreement in principle provides for a $4.5 million cap on Entergy New Orleans' share of G-PBR savings. The G-PBR plan, however, has been temporarily suspended effective with the September 2005 operational month due to impacts from Hurricane Katrina. Entergy New Orleans will notify the City Council's advisors and the City Council at such time as it is reasonable to resume the operation of the G-PBR.

    Fuel Recovery

    Entergy New Orleans' electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and purchased power costs, adjusted by a surcharge or credit for deferred fuel expense arising from the monthly reconciliation of actual fuel and purchased power costs incurred with fuel cost revenues billed to customers, including carrying charges. The adjustment also includes the difference between non-fuel Grand Gulf costs paid by Entergy New Orleans and the estimate of such costs, which are included in base rates, as provided in Entergy New Orleans' Grand Gulf rate settlements. Entergy New Orleans' gas rate schedules include an adjustment to reflect estimated gas costs for the billing month, adjusted by a surcharge or credit similar to that included in the electric fuel adjustment clause, including carrying charges. In June and November 2004, the City Council passed resolutions implementing a package of measures developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2004 - 2005 winter heating season. These measures included: maintaining Entergy New Orleans' financial hedging plan for its purchase of wholesale gas, and deferral of collection of up to $6.2 million of gas costs associated with a cap on the purchased gas adjustment in November and December 2004 in the event that the average residential customer's gas bill were to exceed a threshold level. The deferrals resulting from these caps were recovered over a seven-month period that began in April 2005.

    In October 2005, the City Council approved modification of the current gas cost collection mechanism effective November 2005 in order to address concerns regarding its fluctuations particularly during the winter heating season. The modifications are intended to minimize fluctuations in gas rates during the winter months.

    Franchises

    Entergy Arkansas holds exclusive franchises to provide electric service in approximately 307 incorporated cities and towns in Arkansas. These franchises are unlimited in duration and continue unless the municipalities purchase the utility property. In Arkansas, franchises are considered to be contracts and, therefore, are terminable upon breach of the terms of the franchise.

    In Louisiana, Entergy Gulf States holds non-exclusive franchises, permits, or certificates of convenience and necessity to provide electric service in approximately 55 incorporated municipalities and the unincorporated areas of approximately 19 parishes, and to provide gas service in the City of Baton Rouge and the unincorporated areas of two parishes. In Texas, Entergy Gulf States holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 24 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 65 incorporated municipalities. Entergy Gulf States typically is granted 50-year franchises in Texas. Most of Entergy Gulf States' Louisiana franchises have a term of 60 years. Entergy Gulf States' current electric franchises will expire during 2007 - 2045 in Texas and during 2015 - 2046 in Louisiana.

    Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 116 incorporated Louisiana municipalities. Most of these franchises have 25-year terms. Entergy Louisiana also supplies electric service in approximately 353 unincorporated communities, all of which are located in the 46 Louisiana parishes in which it holds non-exclusive franchises.

    Entergy Mississippi has received from the MPSC certificates of public convenience and necessity to provide electric service to areas within 45 counties, including a number of municipalities, in western Mississippi. Under Mississippi statutory law, such certificates are exclusive. Entergy Mississippi may continue to serve in such municipalities upon payment of a statutory franchise fee, regardless of whether an original municipal franchise is still in existence.

    Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to city ordinances (except electric service in Algiers, which is provided by Entergy Louisiana). These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans' electric and gas utility properties.

    The business of System Energy is limited to wholesale power sales. It has no distribution franchises.

     

    Property and Other Generation Resources

    Generating Stations

    The total capability of the generating stations owned and leased by the domestic utility companies and System Energy as of December 31, 2005, is indicated below:

    Owned and Leased Capability MW(1)

    Company

    Total

    Gas/Oil

    Nuclear

    Coal

    Hydro

    Entergy Arkansas

    4,704

    1,601

    1,843

    1,190

    70

    Entergy Gulf States

    6,494

    4,890

    977

    627

    -

    Entergy Louisiana

    6,149

    4,992

    1,157

    -

    -

    Entergy Mississippi

    2,883

    2,467

    -

    416

    -

    Entergy New Orleans (2)

    876

    876

    -

    -

    -

    System Energy

    1,143

    -

    1,143

    -

    -

    Total

    22,249

    14,826

    5,120

    2,233

    70

    (1)

    "Owned and Leased Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.

    (2)

    Entergy New Orleans' Gas/Oil generating capability sustained damage due to Hurricane Katrina and repairs are expected to be completed as needed to serve load.

    The Entergy System's load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections. These reviews consider existing and projected demand, the availability and price of power, the location of new loads, and economy. Peak load in the U.S. Utility service territory is typically around 22,000 MW, with minimum load typically around 9,000 MW. Allowing for an adequate reserve margin, Entergy has been short approximately 3,000 MW during the summer peak load period. In addition to its net short position at summer peak, Entergy considers its generation in three categories: (1) baseload (e.g. coal, nuclear, or other solid fuel generation); (2) load-following (e.g. combined cycle gas-fired); and (3) peaking. The relative supply and demand for these categories of generation vary by region of the Entergy System. For example, the north end of the Entergy System has more baseload coal and nuclear generation than regional demand requires, but is short load-following or intermediate generation. In the south end of the Entergy System, load would be more effectively served if gas-fired intermediate resources already in place were supplemented with additional solid fuel baseload generation.

    In the past, the Entergy System covered its short position at summer peak almost entirely with purchases from the spot market. In the fall of 2002, Entergy began a process of issuing requests for proposal (RFP) to procure supply-side resources from sources other than the spot market to meet the unique regional needs of the domestic utility companies. The first RFP sought resources to provide summer 2003 and longer-term resources through a broad range of wholesale power products, including short-term (less than one year), limited-term (1 to 3 years), and long-term contractual products and asset acquisitions. A detailed process that included the involvement of an independent monitor was developed to evaluate submitted bids. The following table illustrates the results of the RFP process for short-term, limited-term, and long-term resources acquired since the Fall 2002 RFP. All of the contracts which were awarded through this process and signed were with non-affiliates, with the exception of the contract covering 185 MW to 206 MW from RS Cogen.



    RFP


    Short-term 3rd party


    Limited-term affiliate

    Limited-term 3rd party


    Long-term affiliate


    Long-term 3rd party



    Total

    Fall 2002

    0 MW

    185-206 MW (a)

    231 MW

    101-121 MW (b)

    718 MW

    1,235-1,276 MW

    January 2003
    supplemental


    222 MW


    n/a 


    n/a 


    n/a 


    n/a 


    222 MW

    Spring 2003

    n/a

    0 MW

    381 MW

    (c)

    0 MW

    381 MW

    Fall 2003

    n/a

    0 MW

    390 MW

    n/a 

    n/a 

    390 MW

    Fall 2004

    n/a

    n/a 

    1,250 MW

    n/a 

    n/a 

    1,250 MW

    Total

    222 MW

    185-206 MW

    2,252 MW

    101-121 MW

    718 MW

    3,478 - 3,519 MW

    (a)

    Includes a conditional option to increase the capacity up to the upper bound of the range.

    (b)

    The contracted capacity will increase from 101 MW to 121 MW in 2010.

    (c) This table does not reflect (i) the River Bend 30% life-of-unit power purchase agreements totaling approximately 300 MW between Entergy Gulf States and Entergy Louisiana, and between Entergy Gulf States and Entergy New Orleans related to Entergy Gulf States' unregulated portion of the River Bend nuclear station, which portion was formerly owned by Cajun Electric Power Cooperative, Inc. or (ii) the Entergy Arkansas wholesale base load capacity life-of-unit power purchase agreements totaling approximately 220 MW between Entergy Arkansas and Entergy Louisiana and between Entergy Arkansas and Entergy New Orleans related to the sale of a portion of Entergy Arkansas' coal and nuclear base load resources (which were not included in retail rates) to Entergy Louisiana and Entergy New Orleans executed in 2003; or (iii) the 12 month agreements between Entergy Arkansas and Entergy Gulf States and between Entergy Arkansas and Entergy Mississippi relating to the sale of a portion of Entergy Arkansas' coal and nuclear base load resources (which were not included in retail rates) to Entergy Gulf States and Entergy Mississippi executed in 2005, which agreements currently are pending for approval by the FERC. These resources were identified outside of the formal RFP process but were submitted as formal proposals in response to the Spring 2003 RFP, which confirmed the economic merits of these resources.

     

    The purchase of the Perryville plant was completed during June 2005 for approximately $162.5 million. Entergy Louisiana owns 100% of the 718 MW plant and will retain 25% of the output for Entergy Louisiana customers, selling 75% to Entergy Gulf States under Service Schedule MSS-4 of the Entergy System Agreement.

    In addition, Entergy Gulf States entered into a 485 MW contract for capacity and energy from Calpine Energy Services, L.P.'s and Carville Energy Center, LLC's Carville Energy Center. This contract, which has a one-year delivery term beginning in July 2005, was the result of bilateral negotiations conducted at the direction of the LPSC. Also, Entergy Louisiana entered into a 179 MW contract for capacity and energy from Occidental Chemical Corporation's Taft Cogeneration Facility, which was also the result of bilateral negotiations conducted at the direction of the LPSC. This contract has a three-year delivery term beginning in July 2005.

    Entergy Mississippi entered into an agreement in March 2005 to acquire the Attala generating facilities from Central Mississippi Generating Company (CMG) for $88 million. Attala is a gas-fired power generating facility located near Kosciusko, Mississippi with nominal capacity of 480 MW. Entergy Mississippi closed on the purchase of the plant in January 2006.

    In addition to the resources already identified, the Entergy System preferentially allocated to Entergy Gulf States and Entergy Louisiana 800 MW of annual block energy purchases as a part of its Summer 2005 resource plan. Block energy products help the Entergy System and the domestic utility companies meet several of the objectives outlined in its planning principles. Block purchases allow the companies to meet their need for baseload resources, while matching resources with demand and helping to provide price stability. In addition, block energy purchases also provide a means by which individual operating companies can move their total production costs closer to the Entergy System average.

    As part of the ongoing needs assessment and RFP process mentioned above, Entergy Services issued an RFP for long-term resources in January 2006. Entergy Services currently intends to seek to acquire up to approximately 1,000 MW of long-term solid fuel resources and up to approximately 1,000 MW of long-term CCGT resources through economically and operationally attractive proposals in the 2006 long-term RFP. It currently is anticipated that the long-term resources will include life-of-unit proposals for existing facilities and projects that may be developed or completed in the future. Entergy Services identified a self-build option to be located at Entergy Louisiana's Little Gypsy facility in this RFP, and Entergy competitive affiliates are also allowed to submit proposals.

    In addition to the purchases from non-affiliates shown above, Entergy Arkansas, Entergy Gulf States in Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans made filings with their respective retail regulators seeking approval to enter into transactions with affiliates as shown in the following table:

    Company

     

    Proposed Transactions

     

    Status of Approval in
    Retail Jurisdiction

     

     

     

     

     

    Entergy Arkansas

     

    1. Entered into a life-of-resources PPA to sell approximately 110 MW of capacity both to Entergy Louisiana and to Entergy New Orleans not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.
    2. Entered into one-year PPAs with both Entergy Gulf States and Entergy Mississippi to sell approximately 97 MW and 59 MW, respectively, of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.

     

    In May 2003, the APSC found the PPAs in 1) involving Entergy Arkansas to be in the public interest.

    FERC approved the PPAs in 2) which went into effect in February 2006.

     

     

     

     

     

    Entergy Gulf States

     

    1. Entered into a one-year PPA with Entergy Arkansas to purchase approximately 97 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.

     

    The LPSC and FERC approved the PPA with Entergy Arkansas. The PPA went into effect in February 2006.

     

     

     

     

     

    Entergy Louisiana

     

    1. Purchased a 140 MW to 156 MW capacity purchase call option from RS Cogen for June 2003 through April 2006.
    2. Entered a life-of-unit PPA to purchase approximately 51MW (increasing to 61 MW in 2010) of output from Entergy Power's share of Independence 2.
    3. Entered a life-of-unit PPA with Entergy Gulf States to purchase two-thirds of the output of the 30% of River Bend formerly owned by Cajun (approximately 200 MW).
    4. Entered a life-of-resources PPA with Entergy Arkansas to purchase approximately 110 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.

     

    The LPSC found contracts 1) and 2) to be prudent and authorized Entergy Louisiana to execute these contracts. In December 2005, the LPSC approved the life-of-unit PPAs for proposals 3) and 4). Entergy Louisiana is seeking clarification for the pricing of one of the resources included in contract 4). The outcome of the life-of-resources PPAs is still pending FERC approval, although the FERC ALJ issued a decision generally recommending that the contracts be approved.

     

     

     

     

     

    Entergy Mississippi

     

    1. Entered into a one-year PPA with Entergy Arkansas to purchase approximately 59 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portions of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.

     

    The MPSC and the FERC approved the PPA with Entergy Arkansas. The PPA went into effect in February 2006.

     

     

     

     

     

    Entergy New Orleans

     

    1. Purchased a 45 MW to 50 MW capacity purchase call option from RS Cogen for June 2003 through April 2006.
    2. Entered a life-of-unit PPA to purchase approximately 50 MW (increasing to 60 MW in 2010) of output from Entergy Power's share of Independence 2.
    3. Entered a life-of-unit PPA with Entergy Gulf States to purchase one-third of the output of the 30% of River Bend formerly owned by Cajun (approximately 100 MW).
    4. Entered a life-of-resources PPA with Entergy Arkansas to purchase approximately 110 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.
    5. As approved by the City Council, entered into short-term PPAs with Entergy Gulf States and Entergy Louisiana to sell, on an interim basis and subject to recall, the capacity and energy output under contracts 1) through 4) on a short-term basis as a result of the loss of load caused by Hurricane Katrina. To date, 175 MW of this capacity has been recalled by Entergy New Orleans.
    6. Entered into a transaction pursuant to Service Schedule MSS-4 of the Entergy System Agreement to purchase a portion of the capacity and energy being acquired by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy Mississippi from a third party; this contract expires on May 31, 2006.

     

    In May 2003, in connection with a settlement relating to Entergy New Orleans' cost-of-service study and revenue requirement, the City Council authorized Entergy New Orleans to enter into contracts for the proposed transactions described in 1) through 4).

    Entergy also filed with the FERC the affiliate agreements described above. For the agreements other than the PPAs between Entergy Arkansas and Entergy Gulf States and Entergy Mississippi, in May 2003, the FERC accepted the agreements for filing, subject to refund, with the contracts becoming effective on June 1, 2003. The FERC also established a hearing process to review the justness and reasonableness of the agreements. Several parties intervened or filed protests regarding the request-for-proposals process and the agreements filed with the FERC. After hearings were held, the FERC ALJ issued an initial decision generally recommending approval of the PPAs. The matter is still pending before the FERC.

    Interconnections

    The Entergy System's generating units are interconnected by a transmission system operating at various voltages up to 500 kV. These generating units consist primarily of steam-electric production facilities and are centrally dispatched and operated. Entergy's domestic utility companies are interconnected with many neighboring utilities. In addition, the domestic utility companies are members of the Southeastern Electric Reliability Council (SERC). The primary purpose of SERC is to ensure the reliability and adequacy of the electric bulk power supply in the southeast region of the United States. SERC is a member of the North American Electric Reliability Council.

    Gas Property

    As of December 31, 2005, Entergy New Orleans distributed and transported natural gas for distribution solely within New Orleans, Louisiana, through a total of 33 miles of gas transmission pipeline, 1,498 miles of gas distribution pipeline, and 1,027 miles of gas service pipeline from the distribution mains to the customers. As of December 31, 2005, the gas properties of Entergy Gulf States, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Gulf States' financial position.

    Titles

    Entergy's generating stations are generally located on properties owned in fee simple. Most of the substations and transmission and distribution lines are constructed on private property or public rights-of-way pursuant to easements, servitudes, or appropriate franchises. Some substation properties are owned in fee simple. The domestic utility companies generally have the right of eminent domain, whereby they may perfect title to, or secure easements or servitudes on, private property for their utility operations.

    Substantially all of the physical properties and assets owned by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are subject to the liens of mortgages securing the mortgage bonds of such company. The Lewis Creek generating station is owned by GSG&T, Inc., a subsidiary of Entergy Gulf States, and is not subject to the lien of the Entergy Gulf States mortgage securing its first mortgage bonds. Lewis Creek is leased to and operated by Entergy Gulf States.

    Fuel Supply

    The sources of generation and average fuel cost per kWh for the domestic utility companies and System Energy for the years 2003-2005 were:

       


    Natural Gas

     


    Fuel Oil

     


    Nuclear

     


    Coal

     

    Purchased
    Power



    Year

     

    %
    of
    Gen

     

    Cents
    Per
    kWh

     

    %
    of
    Gen

     

    Cents
    Per
    kWh

     

    %
    of
    Gen

     

    Cents
    Per
    kWh

     

    %
    of
    Gen

     

    Cents
    Per
    kWh

     

    %
    of
    Gen

     

    Cents
    Per
    kWh

                                             

    2005

     

    18

     

    9.81

     

    3

     

    7.09

     

    33

     

    .49

     

    12

     

    1.57

     

    34

     

    6.33

    2004

     

    15

     

    7.31

     

    4

     

    5.02

     

    35

     

    .49

     

    13

     

    1.39

     

    33

     

    4.51

    2003

     

    17

     

    6.53

     

    2

     

    5.04

     

    35

     

    .48

     

    12

     

    1.26

     

    34

     

    4.24

    Actual 2005 and projected 2006 sources of generation for the domestic utility companies and System Energy, including certain power purchases from affiliates under life of unit power purchase agreements, are:

     


    Natural Gas

     


    Fuel Oil

     


    Nuclear

     


    Coal

     

    Purchased
    Power

     

    2005

     

    2006

     

    2005

     

    2006

     

    2005

     

    2006

     

    2005

     

    2006

     

    2005

     

    2006

                                           

    Entergy
    Arkansas (a)


    1%

     


    1%

     


    -

     


    -

     


    43%

     


    51%

     


    22%

     


    23%

     


    34%

     


    25%

    Entergy
    Gulf States


    21%

     


    21%

     


    1%

     


    1%

     


    18%

     


    16%

     


    10%

     


    12%

     


    50%

     


    50%

    Entergy
    Louisiana


    25%

     


    19%

     


    4%

     


    4%

     


    26%

     


    41%

     


    -

     


    2%

     


    45%

     


    34%

    Entergy
    Mississippi


    9%

     


    31%

     


    10%

     


    19%

     


    -

     


    2%

     


    16%

     


    21%

     


    65%

     


    27%

    Entergy
    New Orleans


    22%

     


    10%

     


    -

     


    -

     


    8%

     


    37%

     


    2%

     


    14%

     


    68%

     


    39%

    System Energy

    -

     

    -

     

    -

     

    -

     

    100%(b)

     

    100%(b)

     

    -

     

    -

     

    -

     

    -

                                           

    U.S. Utility (a)

    18%

     

    15%

     

    3%

     

    3%

     

    33%

     

    36%

     

    12%

     

    12%

     

    34%

     

    34%

    (a)

    Hydroelectric power provided less than 1% of Entergy Arkansas' generation in 2005 and is expected to provide approximately 1% of its generation in 2006.

    (b)

    Capacity and energy from System Energy's interest in Grand Gulf was historically allocated as follows: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%. Pursuant to purchased power agreements, some that are the subject of a pending proceeding at the FERC, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf to Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

    Natural Gas

    The domestic utility companies have long-term firm and short-term interruptible gas contracts. Long-term firm contracts for power plants comprise less than 15% of the domestic utility companies' total requirements but can be called upon, if necessary, to satisfy a significant percentage of the utility companies' needs. Short-term contracts and spot-market purchases satisfy additional gas requirements. Entergy Gulf States owns a gas storage facility that provides reliable and flexible natural gas service to certain generating stations.

    Entergy Louisiana has a long-term natural gas supply contract, which expires in 2012, in which Entergy Louisiana agreed to purchase natural gas in annual amounts equal to approximately one-third of its projected annual fuel requirements for certain generating units. Annual demand charges associated with this contract are estimated to be $7.2 million. Such charges aggregate $50 million for the years 2006 through 2012.

    Many factors, including wellhead deliverability, storage and pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants. Demand is tied to weather conditions as well as to the prices of other energy sources. Natural gas supplies were significantly disrupted in 2005 due to Hurricanes Katrina and Rita (at one point up to 70% of the normal level of Gulf of Mexico production was unavailable), and disruptions are expected to continue into 2006. Nevertheless, Entergy's supplies of natural gas are expected to be adequate in 2006. However, pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage. To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the domestic utility companies will use alternate fuels, such as oil, or rely to a larger extent on coal, nuclear generation, and purchased power.

    Coal

    Entergy Arkansas has a long-term contract for low-sulfur Powder River Basin (PRB) coal which expires in 2011, and is expected to provide for approximately 90% of Independence's expected coal requirements for 2006. Entergy Arkansas has entered into three medium term (three-year) contracts for approximately 67% of White Bluff's coal supply needs. These contracts are staggered in term so that one is renewed every year. Entergy Arkansas has an additional 16% of its 2006 coal requirement committed in a one-year contract. Additional coal requirements for both Independence and White Bluff are satisfied by spot market or over-the-counter purchases. Entergy Arkansas has a long-term railroad transportation contract for the delivery of coal to both White Bluff and Independence that expires in 2011. A second carrier currently delivers a portion of White Bluff's coal requirements under a long-term transportation agreement that expires on December 31, 2006.

    Entergy Gulf States has a long-term contract for the supply of low-sulfur PRB coal for Nelson Unit 6. This contract will expire during the summer of 2007. Entergy Gulf States has executed two transportation requirements contracts with railroads to deliver coal to Nelson Unit 6 through 2007. The operator of Big Cajun 2, Unit 3, Louisiana Generating, LLC, has advised Entergy Gulf States that it has coal supply and transportation contracts that should provide an adequate supply of coal for the operation of Big Cajun 2, Unit 3 for the foreseeable future.

    Both the Entergy Arkansas and Entergy Gulf States coal plants were originally designed for and have exclusively burned low-sulfur coal. While both Entergy Arkansas and Entergy Gulf States have adequately arranged for the supply of low-sulfur PRB coal, the railroads servicing these coal plants are currently not performing at expected levels due to various issues including but not limited to capacity constraints across their systems. As a result of these railroad issues, Entergy Arkansas and Entergy Gulf States may not be able to deliver all the low-sulfur PRB coal required for maximum plant utilization by means of the existing agreements. Entergy Arkansas and Entergy Gulf States plan to test alternative coals in addition to low-sulfur PRB coal in an effort to increase delivery options and to cover portions of the potential shortfall in low-sulfur PRB coal deliveries.

    Nuclear Fuel

    The nuclear fuel cycle consists of the following:

    • mining and milling of uranium ore to produce a concentrate;
    • conversion of the concentrate to uranium hexafluoride gas;
    • enrichment of the hexafluoride gas;
    • fabrication of nuclear fuel assemblies for use in fueling nuclear reactors; and
    • disposal of spent fuel.

    System Fuels, a company owned by Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, is responsible for contracts to acquire nuclear material to be used in fueling Entergy's utility nuclear units, except for River Bend. System Fuels also maintains inventories of such materials during the various stages of processing. The domestic utility companies purchase enriched uranium hexafluoride from System Fuels, but contract separately for the fabrication of their own nuclear fuel. The requirements for River Bend are met pursuant to contracts made by Entergy Gulf States.

    Based upon currently planned fuel cycles, Entergy's nuclear units have contracts and inventory that provide adequate materials and services. Existing contracts for uranium concentrate, conversion of the concentrate to uranium hexafluoride, and enrichment of the uranium hexafluoride will provide a significant percentage of these materials and services over the next several years. Uranium market supply became much tighter in recent years. Costs and risks of obtaining supplies have increased for nuclear fuel users. It will be necessary for Entergy to enter into additional arrangements to acquire nuclear fuel in the future. It is not possible to predict the ultimate cost or availability of such arrangements.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services. The lessors finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes. These arrangements are subject to periodic renewal. See Note 9 to the domestic utility companies and System Energy financial statements for a discussion of nuclear fuel leases.

    Natural Gas Purchased for Resale

    Entergy New Orleans has several suppliers of natural gas. Its system is interconnected with three interstate and three intrastate pipelines. Entergy New Orleans' primary suppliers currently are Atmos Energy and Bridgeline Gas Marketing. Entergy New Orleans has a "no-notice" service gas purchase contract with Atmos Energy which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts. The Atmos Energy gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Gulf South Pipeline Co. This service is subject to FERC-approved rates. Entergy New Orleans has firm contracts with its two intrastate suppliers and also makes interruptible spot market purchases. In recent years, natural gas deliveries to Entergy New Orleans have been subject primarily to weather-related curtailments. However, Entergy New Orleans experienced no such curtailments in 2005.

    As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy New Orleans' suppliers failed to perform their obligations to deliver gas under their supply agreements. Gulf South Pipeline Co. could curtail transportation capacity only in the event of pipeline system constraints. Because of the impact of Hurricanes Katrina and Rita on natural gas supply as well as other factors, Entergy New Orleans may have additional difficulty in sourcing natural gas.

    Entergy Gulf States purchases natural gas for resale under a firm contract from Enbridge Marketing (U.S.) Inc. (formerly Mid Louisiana Gas Company) entered into September 2002 for a five-year period. The contract will continue annually at the end of the term unless prior notice is given by Entergy Gulf States.

    Federal Regulation

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

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

    The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which is a rate schedule that has been approved by the FERC. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas and having an annual average heat rate above 10,000 Btu/kWh. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

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

    Transmission

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

    Market-based Rate Authority

    See "Market-based Rate Authority" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis.

    Interconnection Orders

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

    Available Flowgate Capacity Proceeding

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

    FERC Audits

    In August 2002, the FERC initiated audits and reviews of Entergy's compliance with Order Nos. 888 and 889 and Entergy's open access transmission tariff. In March 2004, a separate audit was started concerning Entergy's administration of the Generator Operating Limits (GOL) processes. Entergy responded to numerous FERC data requests and the FERC Staff members interviewed several employees. In December 2004, the FERC issued the GOL audit report in which it identified certain input and modeling errors in the implementation of the GOL process (which process was replaced in April 2004 with the available flowgate capacity process). The report recommends that Entergy implement additional quality control and assurance procedures surrounding the processes for granting short-term transmission service. Separately, the FERC investigation staff has provided to Entergy its preliminary findings in a non-public draft report identifying certain areas of concern related to Entergy's compliance with provisions of its open access transmission tariff. Entergy has submitted a comprehensive response and rebuttal to the specific concerns identified by the investigation staff but, at this point, believes that it has complied with the provisions of its open access transmission tariff. The draft report is not a final report and may be modified by the FERC staff based on Entergy's responses or otherwise. In addition, Entergy has the ability to appeal the final reports to the full FERC.

    The FERC is currently reviewing certain wholesale sales and purchases involving EPMC that occurred during the 1998-2001 time period. EPMC was an Entergy subsidiary engaged in non-regulated wholesale marketing and trading activities prior to the formation of Entergy-Koch. Entergy is working with the FERC investigation staff to provide information regarding these transactions.

    See "Available Flowgate Capacity Proceeding" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Discussion and Analysis for a discussion concerning the potential loss of certain available flowgate capacity data. Following Entergy's notice to the FERC of the potential loss of certain available flowgate capacity data, the FERC investigation staff initiated a non-public investigation of the domestic utility companies' compliance with the FERC's record retention requirements. Entergy is providing information to the FERC staff concerning its record retention policies and practices. Additionally, Entergy recently notified the FERC investigation staff of a failure to timely post to Entergy's OASIS site certain curtailment and schedule information. A separate, non-public investigation was initiated to review this issue and Entergy is working with the FERC staff to respond to their questions.

    Other Customer-Initiated Proceedings at FERC

    In September 2004, East Texas Electric Cooperative (ETEC), filed a complaint at the FERC against Entergy Arkansas relating to a contract dispute over the pricing of substitute energy at the Independence co-owned coal unit. In October 2004 Arkansas Electric Cooperative (AECC) filed a similar complaint at the FERC against Entergy Arkansas, addressing the same issue with respect to Independence and another co-owned coal unit, White Bluff Electric Station. Entergy Arkansas filed answers to these complaints in October 2004 and November 2004. FERC consolidated the cases, ordered a hearing in the consolidated proceeding, and established refund effective dates. The main issue in the case relates to the consequences under the governing contracts when the dispatch of the coal units is constrained due to system operating conditions. On August 24, 2005, Entergy Arkansas and ETEC filed a settlement at FERC that resolved all issues in dispute between ETEC and Entergy Arkansas. As part of the settlement, ETEC filed to dismiss its complaint. Entergy Arkansas believes that the AECC contracts in dispute recognize the effects of dispatch constraints on the co-owned units and require all of the co-owners, including AECC, to bear the burden of the reduced output. A FERC ALJ issued an Initial Decision in January 2006 denying AECC's complaint.

    On February 17, 2005, ExxonMobil Chemical Company and ExxonMobil Refining & Supply Company (ExxonMobil) filed a complaint with FERC against Entergy Services and the domestic utility companies. The complaint alleges that the Entergy defendants have violated Entergy's open access transmission tariff, as well as its interconnection and operating agreement with ExxonMobil, by not allowing ExxonMobil to net its station power needs at its industrial complex in Baton Rouge, Louisiana. ExxonMobil also alleges that the Entergy defendants have been charging rates that are not on file with the FERC and that the Entergy defendants' monthly facilities charge is contrary to the FERC's current interconnection pricing policy. ExxonMobil states that such violations have resulted in monetary losses to it in excess of $5 million. Entergy believes that it has complied with the provisions of its open access transmission tariff and the provisions of the interconnection and operating agreement. On April 18, 2005, the FERC (1) rejected as unfounded ExxonMobil's allegation concerning the netting of its station power needs; and (2) set for hearing the question of whether the facility upgrades and related charges are subject to FERC jurisdiction and, if so, when they became subject to FERC jurisdiction, whether the monthly facility charge violated FERC pricing policy, and whether any refunds are appropriate. The FERC then held the hearing in abeyance in order to provide the parties an opportunity to settle their dispute before hearing procedures commence. Settlement discussions with the assistance of a FERC Settlement Judge are underway.

    On January 24, 2005 Cottonwood Energy Company, L.P., an independent generator, filed with the FERC a rate schedule for reactive power that proposes to impose on Entergy Gulf States a rate for reactive supply service allegedly supplied by Cottonwood's electric generating facility. Cottonwood has proposed a fixed monthly charge ($3.4 million annually), which according to Cottonwood represents its revenue requirement for reactive power service. Entergy believes that independent generators should only be compensated for reactive power to the extent that they have an affirmative and continual obligation to provide reactive power support beyond their power factor range when directed to do so by the transmission provider, and is opposing Cottonwood's rate schedule. On March 23, 2005, the FERC accepted Cottonwood's proposed reactive power rate schedule for filing effective on February 1, 2005, subject to refund, and established hearing and settlement judge procedures. A hearing in this proceeding originally scheduled for January 2006 has been held in abeyance, pending settlement discussions. A similar filing was made by Union Power Partners in May 2005 requesting $4.15 million annually. On July 15, 2005, the FERC accepted Union Power Partners' proposed reactive power rate schedule for filing, effective May 18, 2005, subject to refund and established hearing and settlement judge procedures.

    During August and September 2005, three additional generators filed similar requests seeking to charge the domestic utility companies' customers a total of approximately $8 million. On September 2, 2005, the domestic utility companies filed a Petition for Declaratory Order with the FERC seeking confirmation that if the domestic utility companies do not seek compensation from wholesale transmission customers for reactive power service provided by their owned generating facilities, then the domestic utility companies are not required to compensate non-affiliated generators for maintaining reactive power within specified limits. Concurrent with their Petition for Declaratory Order, the domestic utility companies filed modifications to their transmission tariff proposing to eliminate any charge for reactive power supplied by the domestic utility companies' owned units. On October 14, 2005, the FERC issued an order granting Entergy's Petition for Declaratory Order and accepting the proposed changes to the transmission tariff, effective November 1, 2005. Accordingly, following November 1, 2005, the domestic utility companies' customers should not be required to compensate third party generators for reactive power supplied within the specified limits. The FERC accepted the three additional generators' proposed rate schedules for filing but noted that the proposed rate schedules would no longer be effective after October 31, 2005, consistent with its ruling on the Petition for Declaratory Order. On November 1, 2005, the domestic utility companies filed two complaints with the FERC requesting that the FERC issue similar orders prohibiting Cottonwood and Union Power Partners from charging for reactive power supplied within the specified limits after October 31, 2005.

    Entergy and Union Power Partners have filed with the FERC a proposed settlement for reactive power charges for the period May 18, 2005 through October 31, 2005. Entergy is currently engaged in settlement discussions with the other four generators.

    System Energy and Related Agreements

    System Energy recovers costs related to its interest in Grand Gulf through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below). In December 1995, System Energy commenced a rate proceeding at the FERC. In July 2001, the rate proceeding became final, with the FERC approving a prospective 10.94% return on equity. The FERC's decision also affected other aspects of System Energy's charges to the domestic utility companies that it supplies with power. In 1998, the FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations. Entergy Arkansas' and Entergy Mississippi's acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approved by FERC.

    Unit Power Sales Agreement

    The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy's 90% ownership and leasehold interests in Grand Gulf to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%). Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered, so long as Grand Gulf remains in commercial operation. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenue. The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf and the receipt of such payments. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

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

    Availability Agreement

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

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

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

    System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its first mortgage bonds and reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 9 to the financial statements under "Sale and Leaseback Transactions - Grand Gulf Lease Obligations." In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be allowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

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

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

    Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement. Therefore, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

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

    Capital Funds Agreement

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

    Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such supplements as security for its first mortgage bonds and for reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 9 to the consolidated financial statements under "Sale and Leaseback Transactions - Grand Gulf Lease Obligations." Each such supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy's rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficient to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

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

    Service Companies

    Entergy Services, a corporation wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the domestic utility companies. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf, subject to the owner oversight of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy, respectively. Entergy Services and Entergy Operations provide their services to the domestic utility companies and System Energy on an "at cost" basis, pursuant to service agreements that were approved by the SEC under PUHCA 1935.

    Earnings Ratios of Domestic Utility Companies and System Energy

    The domestic utility companies' and System Energy's ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of SEC Regulation S-K are as follows:

       

    Ratios of Earnings to Fixed Charges
    Years Ended December 31,

       

    2005

     

    2004

     

    2003

     

    2002

     

    2001

                         

    Entergy Arkansas

     

    3.75

     

    3.37

     

    3.17

     

    2.79

     

    3.29

    Entergy Gulf States

     

    3.34

     

    3.04

     

    1.51

     

    2.49

     

    2.36

    Entergy Louisiana Holdings

     

    3.50

     

    3.60

     

    3.93

     

    3.14

     

    2.76

    Entergy Louisiana, LLC

     

    3.50

     

    3.60

     

    3.93

     

    3.14

     

    2.76

    Entergy Mississippi

     

    3.16

     

    3.41

     

    3.06

     

    2.48

     

    2.14

    Entergy New Orleans

     

    1.22

     

    3.60

     

    1.73

     

    (a)

     

    (b)

    System Energy

     

    3.85

     

    3.95

     

    3.66

     

    3.25

     

    2.12

       

    Ratios of Earnings to Combined Fixed
    Charges and Preferred Dividends
    Years Ended December 31,

       

    2005

     

    2004

     

    2003

     

    2002

     

    2001

                         

    Entergy Arkansas

     

    3.34

     

    2.98

     

    2.79

     

    2.53

     

    2.99

    Entergy Gulf States

     

    3.18

     

    2.90

     

    1.45

     

    2.40

     

    2.21

    Entergy Louisiana Holdings

     

    3.09

     

    3.16

     

    3.46

     

    2.86

     

    2.51

    Entergy Mississippi

     

    2.83

     

    3.07

     

    2.77

     

    2.27

     

    1.96

    Entergy New Orleans

     

    1.12

     

    3.31

     

    1.59

     

    (a)

     

    (b)

    (a)

    For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

    (b)

    For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.

    Non-Utility Nuclear

    Entergy's Non-Utility Nuclear business owns and operates five nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale customers. This business also provides operations and management services to nuclear power plants owned by other utilities in the United States. Operations and management services, including decommissioning services, are provided through Entergy's wholly-owned subsidiary, Entergy Nuclear, Inc.

    Property

    Generating Stations

    Entergy's Non-Utility Nuclear business owns the following nuclear power plants:



    Power Plant

     



    Acquired

     



    Location

     


    Maximum
    Capacity

     



    Reactor Type

     

    License
    Expiration
    Date

                         

    Pilgrim

     

    July 1999

     

    Plymouth, MA

     

    688 MW

     

    Boiling Water Reactor

     

    2012

    FitzPatrick

     

    Nov. 2000

     

    Oswego, NY

     

    838 MW

     

    Boiling Water Reactor

     

    2014

    Indian Point 3

     

    Nov. 2000

     

    Buchanan, NY

     

    1,041 MW

     

    Pressurized Water Reactor

     

    2015

    Indian Point 2

     

    Sept. 2001

     

    Buchanan, NY

     

    1,028 MW

     

    Pressurized Water Reactor

     

    2013

    Vermont Yankee

     

    July 2002

     

    Vernon, VT

     

    510 MW

     

    Boiling Water Reactor

     

    2012

    Non-Utility Nuclear added 47 MW of capacity in 2005 through an uprate at Indian Point 3. In March 2006 the NRC approved a planned 95 MW uprate at Vermont Yankee that Non-Utility Nuclear intends to implement in 2006.

    Interconnections

    The Pilgrim and Vermont Yankee plants are dispatched as a part of Independent System Operator (ISO) New England and the FitzPatrick and Indian Point plants are dispatched by the New York Independent System Operator (NYISO). The primary purpose of ISO New England is to direct the operations of the major generation and transmission facilities in the New England region and the primary purpose of NYISO is to direct the operations of the major generation and transmission facilities in New York state.

    Energy and Capacity Sales

    Entergy's Non-Utility Nuclear business has entered into power purchase agreements (PPAs) with creditworthy counterparties to sell the energy produced by its power plants at prices established in the PPAs. Entergy continues to pursue opportunities to extend the existing PPAs and to enter into new PPAs with other parties. Following is a summary of the amount of the Non-Utility Nuclear business' output that is currently sold forward under physical or financial contracts:

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Non-Utility Nuclear:

                       

    Percent of planned generation sold forward:

                       
     

    Unit-contingent

     

    34%

     

    32%

     

    25%

     

    19%

     

    12%

     

    Unit-contingent with availability guarantees

     

    53%

     

    47%

     

    32%

     

    13%

     

    5%

     

    Firm liquidated damages

     

    4%

     

    2%

     

    0%

     

    0%

     

    0%

     

    Total

     

    91%

     

    81%

     

    57%

     

    32%

     

    17%

    Planned generation (TWh)

     

    35

     

    34

     

    34

     

    35

     

    34

    Average contracted price per MWh

     

    $41

     

    $45

     

    $49

     

    $54

     

    $45

    The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices.

    A sale of power on a unit contingent basis coupled with an availability guarantee 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 availability guarantees provide for dollar limits on Entergy's maximum liability under such guarantees.

    Non-Utility Nuclear's purchase of the Fitzpatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. Under the value sharing agreements, to the extent that the average annual price of the energy sales from each of the two plants exceeds specified strike prices, the Non-Utility Nuclear business will pay 50% of the amount exceeding the strike prices to NYPA. These payments, if required, will be recorded as adjustments to the purchase price of the plants. The annual energy sales subject to the value sharing agreements are limited to the lesser of actual generation or generation assuming an 85% capacity factor based on the plants' capacities at the time of the purchase. The value sharing agreements are effective through 2014. The strike prices for Fitzpatrick range from $37.51/MWh in 2005 increasing by approximately 3.5% each year to $51.30/MWh in 2014, and the strike prices for Indian Point 3 range from $42.26/MWh in 2005 increasing by approximately 3.5% each year to $57.77/MWh in 2014.

    Non-Utility Nuclear's purchase of the Vermont Yankee plant included a value sharing agreement providing for payments to the seller in the event that the plant's operating license is extended beyond its original expiration in 2012. Under the value sharing agreement, to the extent that the average annual price of the energy sales from the plant exceeds the specified strike price of $61/MWh on the plant's original capacity of 510 MW, the Non-Utility Nuclear business will pay 50% of the amount exceeding the strike prices to Vermont Public Service. These payments, if required, will be recorded as adjustments to the purchase price of the plants. The value sharing would begin in 2012 and extend into 2022.

    Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants and the wholesale supply agreements entered into by Entergy's Competitive Retail business contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary may be required to provide collateral based upon the difference between the current market and contracted power prices in the regions where the Non-Utility Nuclear and Competitive Retail businesses sell power. The primary form of the collateral to satisfy these requirements would be an Entergy Corporation guaranty.  Cash and letters of credit are also acceptable forms of collateral.  At December 31, 2005, based on power prices at that time, Entergy had in place as collateral $1,630 million of Entergy Corporation guarantees for wholesale transactions, $237 million of which support letters of credit. The assurance requirement associated with Non-Utility Nuclear is estimated to increase by an amount up to $400 million if gas prices increase $1 per MMBtu in both the short- and long-term markets. In the event of a decrease in Entergy Corporation's credit rating to below investment grade, Entergy may be required to replace Entergy Corporation guarantees with cash or letters of credit under some of the agreements.

    In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed 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 a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward:

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Non-Utility Nuclear:

                       

    Percent of capacity sold forward:

                       
     

    Bundled capacity and energy contracts

     

    12%

     

    12%

     

    12%

     

    12%

     

    12%

     

    Capacity contracts

     

    77%

     

    46%

     

    36%

     

    24%

     

    3%

     

    Total

     

    89%

     

    58%

     

    48%

     

    36%

     

    15%

    Planned net MW in operation

     

    4,184

     

    4,200

     

    4,200

     

    4,200

     

    4,200

    Average capacity contract price per kW per month

     

    $1.0

     

    $1.1

     

    $1.1

     

    $1.0

     

    $0.9

    Blended Capacity and Energy (based on revenues)

                       

    % of planned generation and capacity sold forward

     

    82%

     

    71%

     

    47%

     

    27%

     

    12%

    Average contract revenue per MWh

     

    $42

     

    $46

     

    $50

     

    $55

     

    $46

    As of December 31, 2005, approximately 96% of Non-Utility Nuclear's counterparty exposure from energy and capacity contracts is with counterparties with investment grade credit ratings.

    Fuel Supply

    Nuclear Fuel

    The nuclear fuel requirements for Pilgrim, FitzPatrick, Indian Point 2, Indian Point 3, and Vermont Yankee are met pursuant to contracts made by Entergy's Non-Utility Nuclear business. Entergy Nuclear Fuels Company is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for these non-utility nuclear plants.

    Based upon currently planned fuel cycles, Entergy's nuclear units have contracts and inventory that provide adequate materials and services. Existing contracts for uranium concentrate, conversion of the concentrate to uranium hexafluoride, and enrichment of the uranium hexafluoride will provide a significant percentage of these materials and services over the next several years. Uranium market supply became much tighter in recent years. Costs and risks of obtaining supplies have increased for nuclear fuel users. It will be necessary for Entergy to enter into additional arrangements to acquire nuclear fuel in the future. It is not possible to predict the ultimate cost or availability of such arrangements.

    Other Business Activities

    Entergy Nuclear, Inc. also pursues service agreements with other nuclear power plants owners who seek the advantages of Entergy's scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Non-Utility Nuclear subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. provided decommissioning services for the Maine Yankee nuclear power plant and continues to pursue opportunities for Non-Utility Nuclear with other nuclear plant owners through operating agreements or innovative arrangements such as structured leases.

    In September 2003, Entergy's Non-Utility Nuclear business agreed to provide administrative support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. The contract is for 10 years, the remaining term of the plant's operating license. Entergy will receive $14 million in 2006 and in each of the remaining years of the contract. Entergy can also receive up to $6 million more per year beginning in 2007 if safety and regulatory goals are met. In addition, Entergy will be reimbursed for all employee-related expenses.

    Entergy Nuclear, Inc. also is a party to two business arrangements that assist it in providing operation and management services. Entergy Nuclear, Inc., in partnership with Areva (f/k/a Framatome ANP), offers operating license renewal and life extension services to nuclear power plants in the United States. Entergy Nuclear Inc., through its subsidiary, TLG Services, offers decommissioning, engineering, and related services to nuclear power plant owners.

    Energy Commodity Services

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

    Non-Nuclear Wholesale Assets Business

    Property

    Generating Stations

    The capacity of the generating stations owned in Entergy's non-nuclear wholesale assets business as of December 31, 2005 is indicated below:


    Plant

     


    Location

     


    Ownership

     

    Net Owned
    Capacity(1)

     


    Type

                     

    Ritchie Unit 2, 544 MW

     

    Helena, AR

     

    100%

     

    544 MW

     

    Gas/Oil

    Independence Unit 2, 842 MW

     

    Newark, AR

     

    14%

     

    121 MW(2)

     

    Coal

    Warren Power, 300 MW

     

    Vicksburg, MS

     

    75%

     

    225 MW(2)

     

    Gas Turbine

    Top of Iowa, 80 MW (3)

     

    Worth County, IA

     

    50%

     

    40 MW

     

    Wind

    White Deer, 80 MW (3)

     

    Amarillo, TX

     

    50%

     

    40 MW

     

    Wind

    RS Cogen, 425 MW (3)

     

    Lake Charles, LA

     

    50%

     

    213 MW

     

    Gas/Steam

    Harrison County, 550 MW

     

    Marshall, TX

     

    61%

     

    335 MW(2)

     

    Combined Cycle Gas Turbine

    (1)

    "Net Owned Capacity" refers to the nameplate rating on the generating unit.

    (2)

    The owned MW capacity is the portion of the plant capacity owned by Entergy's non-nuclear wholesale assets business. For a complete listing of Entergy's joint-owned generating stations, refer to "Jointly-Owned Generating Stations" in Note 1 to the consolidated financial statements.

    (3)

    Indirectly owned through interests in unconsolidated joint ventures.

    In addition to these generating stations, Entergy's non-nuclear wholesale assets business has a contract to take 60 MW of the power from a portion of the Nelson 6 coal plant owned by a third party.

    Energy and Capacity Sales

    Following is a summary of the amount of Energy Commodity Services' output and installed capacity that is currently sold forward under physical or financial contracts at fixed prices:

       

    2006

     

    2007

     

    2008

     

    2009

     

    2010

    Energy Commodity Services:

                       

    Capacity

                       

    Planned MW in operation

     

    1,578

     

    1,578

     

    1,578

     

    1,578

     

    1,578

    % of capacity sold forward

     

    33%

     

    29%

     

    29%

     

    19%

     

    17%

    Energy

                       

    Planned generation (TWh)

     

    4

     

    4

     

    4

     

    4

     

    4

    % of planned generation sold forward

     

    47%

     

    41%

     

    43%

     

    36%

     

    36%

    Blended Capacity and Energy (based on revenues)

                       

    % of planned energy and capacity sold forward

     

    25%

     

    23%

     

    26%

     

    17%

     

    17%

    Average contract revenue per MWh

     

    $26

     

    $28

     

    $28

     

    $21

     

    $20

    Entergy-Koch, LP

    Entergy-Koch is a limited partnership owned 50% each by Entergy and Koch Industries, Inc, through subsidiaries. Entergy-Koch began operations on February 1, 2001. Entergy contributed most of the assets and trading contracts of its power marketing and trading business and $414 million cash to the venture and Koch contributed its approximately 8,000-mile Koch Gateway Pipeline (renamed Gulf South Pipeline), gas storage facilities, and Koch Energy Trading, which marketed and traded electricity, gas, weather derivatives, and other energy-related commodities and services. As specified in the partnership agreement, Entergy contributed an additional $72.7 million to the partnership in January 2004.

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

    Regulation of Entergy's Business

    PUHCA 2005

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

    Federal Power Act

    The Federal Power Act regulates:

    • the transmission and wholesale sale of electric energy in interstate commerce;
    • the licensing of certain hydroelectric projects; and
    • certain other activities, including accounting policies and practices of electric and gas utilities.

    The Federal Power Act gives FERC jurisdiction over the rates charged by System Energy for Grand Gulf capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over some of the rates charged by Entergy Arkansas and Entergy Gulf States. FERC also regulates the rates charged for intrasystem sales pursuant to the System Agreement and the provision of transmission service to wholesale market participants.

    Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

    State Regulation

    Entergy Arkansas is subject to regulation by the APSC, which includes the authority to:

    • oversee utility service;
    • set retail rates;
    • determine reasonable and adequate service;
    • require proper accounting;
    • control leasing;
    • control the acquisition or sale of any public utility plant or property constituting an operating unit or system;
    • set rates of depreciation;
    • issue certificates of convenience and necessity and certificates of environmental compatibility and public need; and
    • regulate the issuance and sale of certain securities.

    To the extent authorized by governing legislation, Entergy Gulf States is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT. Entergy Gulf States' Texas business is also subject to regulation by the PUCT as to:

    • retail rates and service;
    • customer service standards;
    • certification of new transmission lines; and
    • extensions of service into new areas.

    Entergy Gulf States' Louisiana electric and gas business and Entergy Louisiana are subject to regulation by the LPSC as to:

    • utility service;
    • retail rates and charges;
    • certification of generating facilities;
    • power or capacity purchase contracts; and
    • depreciation, accounting, and other matters.

    Entergy Louisiana is also subject to the jurisdiction of the City Council with respect to such matters within Algiers in Orleans Parish.

    Entergy Mississippi is subject to regulation by the MPSC as to the following:

    • utility service;
    • service areas;
    • facilities; and
    • retail rates.

    Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

    Entergy New Orleans is subject to regulation by the Council as to the following:

    • utility service;
    • retail rates and charges;
    • standards of service;
    • depreciation, accounting, and issuance and sale of certain securities; and
    • other matters.

    Regulation of the Nuclear Power Industry

    Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

    Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements. The NRC has broad authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend, Waterford 3, and Grand Gulf, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy's Non-Utility Nuclear business is subject to the NRC's jurisdiction as the owner and operator of Pilgrim, Indian Point Energy Center, FitzPatrick, and Vermont Yankee. Substantial capital expenditures at Entergy's nuclear plants because of revised safety requirements of the NRC could be required in the future.

    Nuclear Waste Policy Act of 1982

    Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy's nuclear owner/licensee subsidiaries provide for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE will furnish disposal service at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only one of the domestic utility companies that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2005 of $159.6 million for the one-time fee. Entergy's Non-Utility Nuclear business has accepted assignment of the Pilgrim, FitzPatrick, Indian Point 3, Indian Point 2, and Vermont Yankee spent fuel disposal contracts with the DOE held by their previous owners. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery. Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense. Provisions to recover such costs have been or will be made in applications to regulatory authorities for the U.S. Utility plants. By the end of 2005, Entergy's total spent fuel fees to date, including the one-time fee liability of Entergy Arkansas, surpassed one billion dollars.

    The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. The DOE is required by law to proceed with the licensing and, after the license is achieved (granted by the NRC), the repository construction and commencement of receipt of spent fuel. Since DOE has not accomplished these objectives, it is in non-compliance with the Nuclear Waste Policy Act of 1982 and has breached its spent fuel disposal contracts. DOE recently has had additional delays and has not indicated when the license application will be filed. Large uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy's facilities for storage or disposal. As a result, continuing future expenditures will be required to increase spent fuel storage capacity at Entergy's nuclear sites.

    As a result of the DOE's failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy's nuclear owner/licensee subsidiaries have incurred and will continue to incur damages.  These subsidiaries in November 2003 began litigation to recover the damages caused by the DOE's delay in performance.  Management cannot predict the timing or amount of any potential recovery.

    Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are providing their own spent fuel storage.  Current on-site spent fuel storage capacity at Grand Gulf and Waterford is estimated to be sufficient until approximately 2007 and 2012, respectively; dry cask storage facilities are planned to be placed into service at these units in 2006 and 2011, respectively.  Construction at Grand Gulf's facility is in progress. River Bend loaded its first dry cask at its new facility in December 2005 and will load more dry casks as needed. An ANO storage facility using dry casks began operation in 1996 and has been expanded since and will be further expanded as needed.  The spent fuel storage pool at Pilgrim is licensed to provide enough storage capacity until approximately 2012. The first spent fuel, dry casks storage were loaded at Fitzpatrick in 2002, and further dry casks have been and will be loaded there as needed.  Indian Point and Vermont Yankee currently have sufficient spent fuel storage capacity until approximately 2006 and 2007, respectively; dry cask storage facilities are planned to begin operation at both sites in 2006 and 2007, respectively. Implementation of dry cask storage at Vermont Yankee is currently the subject of pending regulatory proceedings in Vermont.

    Nuclear Plant Decommissioning

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy recover from customers through electric rates the estimated decommissioning costs for ANO, the portion of River Bend subject to retail rate regulation, Waterford 3, and Grand Gulf, respectively. These amounts are deposited in trust funds that can only be used for future decommissioning costs. Entergy periodically reviews and updates estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

    In June 2001, Entergy Arkansas received notification from the NRC of approval for a renewed operating license authorizing operations at ANO 1 through May 2034. In July 2005, Entergy Arkansas received notification from the NRC of approval for a renewed operating license authorizing operations at ANO 2 through July 2038. The APSC ordered Entergy Arkansas to use a 20-year life extension assumption for ANO 1 and 2, which resulted in the cessation of the collection of funds to decommission ANO 1 and 2 beginning in 2001. Entergy Arkansas' projections show that with the assumption of 20 years of extended operational life for both units, the current fund balance with earnings over the extended life will be sufficient to decommission both units. Every five years, Entergy Arkansas is required by the APSC to update the estimated costs to decommission ANO. In March 2003, Entergy Arkansas filed with the APSC its third five-year estimate of ANO decommissioning costs. The updated estimate indicated the current cost to decommission the two ANO units would be $936 million compared to $813 million in the 1997 estimate. In September 2003, the APSC approved a stipulation between the APSC Staff and Entergy Arkansas resolving issues in the decommissioning cost estimate proceeding. Entergy Arkansas and the APSC Staff agreed to exclude, at this time, certain spent fuel management costs because of uncertainty associated with the responsibility of the DOE for all or a portion of those costs as a result of Entergy Arkansas' contract with the DOE to start taking spent fuel from ANO beginning in 1998. Entergy Arkansas reserves the right to seek a decision from the APSC on this issue prior to the next required decommissioning cost filing should significant changes in relevant facts and circumstances warrant.

    In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff. The settlement included, among other things, the approval to cease collection of funds to decommission River Bend based on an assumed license extension for River Bend.

    As part of the Pilgrim, Indian Point 1 and 2, and Vermont Yankee purchases, Boston Edison, Consolidated Edison, and VYNPC, respectively, transferred decommissioning trust funds, along with the liability to decommission the plants, to Entergy. Entergy believes that the decommissioning trust funds will be adequate to cover future decommissioning costs for these plants without any additional deposits to the trusts.

    For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA retained the decommissioning trusts and the decommissioning liability. NYPA and Entergy executed decommissioning agreements, which specify their decommissioning obligations. NYPA has the right to require Entergy to assume the decommissioning liability provided that it assigns the corresponding decommissioning trust, up to a specified level, to Entergy. If the decommissioning liability is retained by NYPA, Entergy will perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. Entergy believes that the amounts available to it under either scenario are sufficient to cover the future decommissioning costs without any additional contributions to the trusts. In conjunction with the Pilgrim acquisition, Entergy received Pilgrim's decommissioning trust fund. Entergy believes that Pilgrim's decommissioning fund will be adequate to cover future decommissioning costs for the plant without any additional deposits to the trust. As part of the Indian Point 1 and 2 purchase, Consolidated Edison transferred the decommissioning trust fund and the liability to decommission Indian Point 1 and 2 to Entergy. Entergy also funded an additional $25 million to the decommissioning trust fund and believes that the trust will be adequate to cover future decommissioning costs for Indian Point 1 and 2 without any additional deposits to the trust.

    Additional information with respect to decommissioning costs for ANO, River Bend, Waterford 3, Grand Gulf, Pilgrim, Indian Point 1, Indian Point 2, Indian Point 3, and FitzPatrick is found in Note 8 to the financial statements.

    Energy Policy Act of 1992

    The Energy Policy Act of 1992 requires all electric utilities (including Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy) that purchased uranium enrichment services from the DOE to contribute up to a total of $150 million annually over approximately 15 years (adjusted for inflation, up to a total of $2.25 billion) for decontamination and decommissioning of enrichment facilities. At December 31, 2005, one year of assessments remains. In accordance with the Energy Policy Act of 1992, contributions to decontamination and decommissioning funds are recovered through rates in the same manner as other fuel costs. The estimated annual contributions by Entergy for decontamination and decommissioning fees are discussed in Note 8 to the financial statements. Entergy will oppose any attempts to extend the assessments past this date, but cannot state with certainty that an extension will not be made.

    Price-Anderson Act

    The Price-Anderson Act limits public liability for a single nuclear incident to approximately $100.6 million per reactor (with currently 104 nuclear industry reactors participating). Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy, and Entergy's Non-Utility Nuclear business have protection with respect to this liability through a combination of private insurance and an industry assessment program, as well as insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units. Insurance applicable to the nuclear programs of Entergy is discussed in Note 8 to the financial statements.

    Environmental Regulation

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

    Clean Air Act and Subsequent Amendments

    The Clean Air Act and its subsequent Amendments (the Clean Air Act) established several programs that currently or in the future may affect Entergy's fossil-fueled generation facilities:

    • New source review and preconstruction permits for new sources of criteria air pollutants and significant modifications to existing facilities;
    • Acid rain program for control of sulfur dioxide (SO2) and nitrogen oxides (NOx);
    • Ozone non-attainment area program for control of NOx and volatile organic compounds;
    • Hazardous air pollutant emissions reduction program;
    • Interstate Air Transport; and
    • Operating permits program for administration and enforcement of these and other Clean Air Act programs.

    New Source Review

    Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that is not classified as routine repair, maintenance, or replacement. Units that undergo a non-routine modification must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and has followed the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement. In recent years, however, EPA has begun an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine and that have failed to obtain a permit modification. Entergy to date has not been included in any of these enforcement actions. Nevertheless, various courts and the EPA have been inconsistent in their judgments regarding what modifications are considered routine. In 2003, the EPA promulgated a rule to attempt to clarify this issue, but the rule has been challenged in the United States Court of Appeals for the District of Columbia Circuit, and its effectiveness has been stayed by the court.  The court is expected to issue a ruling this year.

    Acid Rain Program

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

    Ozone Non-attainment

    Entergy Gulf States and Entergy Louisiana each operate fossil-fueled generating units in geographic areas that are not in attainment of the currently-enforced national ambient air quality standards for ozone. Texas non-attainment areas that impact Entergy are the Houston-Galveston and the Beaumont-Port Arthur areas. In Louisiana, Entergy is affected by the non-attainment status of the Baton Rouge area. Areas in non-attainment 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.

    In April 2004, the EPA issued a final rule, effective June 2005, revoking the 1-hour ozone standard, including designations and classifications. In a separate action over the same period, the EPA enacted 8-hour ozone non-attainment classifications and stated that areas designated as non-attainment under a new 8-hour ozone standard shall have one year to adjust to the new requirements with submittal of a new attainment plan. For Louisiana, the Baton Rouge area is now classified as a ''marginal" (rather than "severe") non-attainment area under the new standard with an attainment date of June 15, 2007. For Texas, the Beaumont-Port Arthur area is now classified as a "marginal" (rather than "serious") non-attainment area under the new standard with an attainment date of June 15, 2007 and the Houston-Galveston area is now classified as "moderate" non-attainment under the new standard with an attainment date of June 15, 2010. 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.

    Hazardous Air Pollutants

    In March 2005, the EPA issued a federal rule to permanently cap and reduce mercury emissions from coal-fired power plants. The Clean Air Mercury Rule establishes "standards of performance" limiting mercury emissions from new and existing coal-fired power plants and creates a market-based cap-and-trade program that will reduce nationwide utility emissions of mercury in two distinct phases. The first phase cap is 38 tons beginning in 2010. The rule has been challenged in the United States Court of Appeals for the District of Columbia Circuit; however, unless the rule is stayed, compliance deadlines remain in effect. The rule is also being challenged by various members of the U.S. Senate through a process called the Congressional Review Act. EPA recently announced it is accepting additional comments on certain aspects of the regulation. The regulatory approach chosen by EPA to regulate mercury emissions is quite controversial, and Entergy is monitoring developments and working towards a reasonable, cost-effective, technologically sound regulation.

    Entergy owns units that will be subject to the mercury regulations and is studying compliance options in order to determine the best control alternative. Entergy expects that any necessary capital expenditures will occur between 2006 and 2009 and are estimated to be approximately $26 million. Ongoing operating costs will begin in 2010.

    Interstate Air Transport

    In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which will reduce SO2 and NOx emissions from electric generation plants in order to improve air quality in 29 eastern states. The rule will require a combination of investment of capital to install pollution control equipment and increased operating costs. Entergy's capital investment and annual operation and maintenance allowance purchase costs will depend on the economic assessment of NOx and SO2 allowance markets, the cost of control technologies, and unit usage. At this time, Entergy estimates that the cost to its Fossil generation fleet will be approximately $73 million.

    The capital financial impact could be offset by emission markets which allow for purchases or use of allocated credits; however, the allocation of the emission allowances and the set up of the market will determine the ultimate cost to Entergy. Entergy believes that the allocation is unfairly skewed towards states with relatively higher emissions by the use of a fuel-adjustment factor. Accordingly, Entergy filed a request for reconsideration of the allocation. EPA granted this request and is reconsidering the rule. Entergy also has filed a challenge to this aspect of the rule in the D.C. Circuit. Entergy will continue to study the final rule's impact to its generation fleet and will work to ensure that all states are treated fairly in the allocation of emission credits.

    In June 2005, the EPA issued the final Best Available Retrofit Control Technology (BART) regulations which could potentially result in a requirement to install SO2 pollution control technology on certain of Entergy's coal and oil generation units. The impact of this rule is unclear as it leaves BART determinations to be made by respective states, but could result in significant increased capital and operating costs on certain units.

    Future Legislative and Regulatory Developments

    In addition to the specific instances described above, there are a number of legislative and regulatory initiatives relating to the reduction of emissions that are under consideration at the federal, state, and international level. Because of the nature of Entergy's business, the adoption of each of these could affect its operations. These initiatives include:

    • designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
    • EPA initiatives related to regional haze;
    • introduction of several bills in Congress proposing further limits on NOx, SO2, mercury, or limits on carbon dioxide (CO2) emissions;
    • pursuit by the Bush administration of a voluntary program intended to reduce CO2 emissions;
    • passage of the Regional Greenhouse Gas Initiative by seven states in the northeast U.S.; and
    • efforts by certain external groups to compel mandatory reporting and disclosure of CO2 emissions and risk. Entergy, as one of the 50 largest electric generators, has received a request for this disclosure.

    Entergy continues to monitor these actions in order to analyze their potential operational and cost implications.

    In anticipation of the potential imposition of CO2 emission limits on the electric industry in the future, Entergy has initiated actions designed to reduce its exposure to potential new governmental requirements related to CO2 emissions. These actions include establishment of a formal program to stabilize power plant CO2 emissions at year 2000 levels through 2005 and support for national legislation that would increase planning certainty for electric utilities while addressing emissions in a responsible and flexible manner. By virtue of its proportionally large investment in low- or non-emitting gas-fired and nuclear generation technologies, Entergy's overall CO2 emission "intensity," or rate of CO2 emitted per kilowatt-hour of electricity generated, is already among the lowest in the industry. Total CO2 emissions representing the company's ownership share of power plants in the United States were approximately 53.24 million tons in 2000, 49.58 million tons in 2001, 44.20 million tons in 2002, 36.78 million tons in 2003, 38.28 million tons in 2004 and 36.50 million tons in 2005.

    Clean Water Act

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

    316(b) Cooling Water Intake Structures

    The EPA finalized new regulations in July 2004 governing the intake of water at large existing power plants that employ cooling water intake structures. The rule seeks to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. Entergy, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states have challenged various aspects of the rule. This challenge currently is lodged in the United States Court of Appeals for the Second Circuit in New York City after a motion to transfer from the Ninth Circuit in San Francisco was granted in December 2004.

    Entergy's non-utility nuclear generation business is currently in various stages of the data evaluation and discharge permitting process for its generation facilities. Indian Point is involved in an administrative permitting process with the New York environmental authority for renewal of the Indian Point 2 and 3 discharge permits. In November 2003, the New York State Department of Environmental Conservation (NYDEC) issued a draft permit indicating that closed cycle cooling would be considered the "best technology available" for minimizing perceived adverse environmental impacts attributable to the intake and discharge of cooling water at Indian Point 2 and 3. The draft permit would require Entergy to take certain steps to assess the feasibility of retrofitting the site to install cooling towers before re-licensing Indian Point 2 and 3, whose current licenses with the NRC expire in 2013 and 2015. The draft permit could also require, upon its becoming effective, the facilities to take an annual 42 unit-day outage (coordinated with the existing refueling outage schedule) and provide a payment into a NYDEC account until the start of cooling tower construction. Entergy is participating in the administrative process in order to have the draft permit modified prior to final issuance and opposes any requirement to install cooling towers or to begin annual outages at Indian Point 2 and 3. Accordingly, Entergy also has filed a separate action in New York state court seeking a determination that the state cooling water intake structure regulation underpinning the NYDEC's draft permit for Indian Point 2 and 3 was improperly promulgated and is thus void. The New York trial court and interim appellate court dismissed Entergy's claim, and Entergy has appealed to the New York Court of Appeals. Pilgrim and Fitzpatrick received approval from the EPA and the NYDEC, respectively, allowing the full 3 1/2-year schedule for compliance demonstration as is outlined in the new rule and will also pursue appropriate supplementation of the existing record regarding perceived impacts, options and costs. Entergy's other Non-Utility Nuclear generation facilities are in the process of reviewing data, considering implementation options, providing information required by the current rule to the EPA and the affected states, and requesting the 3 1/2-year submission schedule allowed by the rule, where necessary.

    Entergy's domestic utility generation facilities are likewise in the process of reviewing data, considering implementation options, providing information required by the current rule to the EPA and the affected states, and requesting the extended submission schedule allowed by the rule, where necessary.

    Oil Pollution Prevention Regulation

    The EPA published a revised Oil Pollution Prevention rule in July 2002. The rule potentially affects Entergy's operation of its approximately 3,500 transmission and distribution electrical equipment installations. While the published rule provides a great deal of flexibility to the regulated community insofar as allowable strategies, it also provided the EPA with a great deal of discretion in evaluation of a facility's compliance with the rule. In September 2004, the EPA solicited comments on alternative management strategies for oil-filled electrical equipment that were proposed by the Utility Solid Waste Activities Group and Entergy. The EPA published a proposed rule in December 2005 that solicited comments on proposed compliance requirements for oil-filled operating equipment. This category of equipment includes devices such as oil-filled electrical equipment, turbine lubrication and hydraulic-actuated control systems. This proposal eliminates the mandatory requirement to equip such devices with oil containment systems and is extremely favorable to the electric utility industry. It is anticipated that the final rule will be issued in October 2006. In addition to the proposed rule, the EPA published and is seeking comment on guidance pertaining to other issues that were not adequately addressed in the August 2002 rule. The comment period for both documents closed on February 10, 2006.

    Comprehensive Environmental Response, Compensation, and Liability Act of 1980

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

    Other Environmental Matters

    Entergy Gulf States

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

    Entergy Gulf States is currently involved in a remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana. A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931. Coal tar, a by-product of the distillation process employed at MGPs, was apparently routed to a portion of the property for disposal. The same area has also been used as a landfill. In 1999, Entergy Gulf States signed a second Administrative Consent Order with the EPA to perform removal action at the site. In 2002, approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center. In 2003, a cap was constructed over the remedial area to prevent the migration of contamination to the surface. In August 2005, an administrative order was issued by the EPA requiring that a 10-year groundwater study be conducted at this site. The groundwater monitoring study, which was delayed because of Hurricane Rita, will begin in the first quarter of 2006. Entergy Gulf States believes that its ultimate responsibility for this site will not materially exceed its existing clean-up provision of $1.5 million.

    In 1994, Entergy Gulf States performed a site assessment in conjunction with a construction project at the Louisiana Station Generating Plant (Louisiana Station). In 1995, a further assessment confirmed subsurface soil and groundwater impact to three areas on the plant site. After validation, a notification was made to the LDEQ and a phased process was executed to remediate each area of concern. The final phase of groundwater clean-up and monitoring at Louisiana Station is expected to continue through 2009. The remediation cost incurred through December 31, 2005 for this site was $6.7 million. Future costs are not expected to exceed the existing provision of $0.8 million.

    Entergy Louisiana and Entergy New Orleans

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

    The Southern Transformer Shop located in New Orleans served both Entergy Louisiana and Entergy New Orleans. This transformer shop is now closed and soil and groundwater assessment activities have resumed since the demolition of the onsite buildings and structures was completed in early 2004. Entergy has entered into the Voluntary Remediation Program with the LDEQ and submitted a Site Investigation Workplan. A liability of approximately $210,000 has been established for environmental assessment and remediation costs with estimated completion in late-2006.

    During 1993, the LDEQ issued new rules for solid waste regulation, including regulation of wastewater impoundments. Entergy Louisiana has determined that some of their power plant wastewater impoundments were affected by these regulations and may require remediation, repair, or closure. Completion of this work is dependent on pending LDEQ approval of submitted solid waste permit applications. As a result, a recorded liability in the amount of $2.1 million for Entergy Louisiana existed at December 31, 2005 for anticipated wastewater remediation and repairs and closures. Management of Entergy Louisiana believes this reserve to be adequate based on current estimates.

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

    The Texas Commission on Environmental Quality (Commission) notified Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans that the Commission believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas. The facility operated as a transformer repair and scrapping facility from the 1930s until 2003. Both soil and groundwater contamination exists at the site. Entergy Gulf States and Entergy Louisiana sent transformers to this facility during the 1980s. Entergy Gulf States, Entergy Louisiana, and Entergy Arkansas have responded to an information request from the Commission and will continue to cooperate in this investigation. Entergy New Orleans has provided requested information concerning its status in bankruptcy. Entergy Gulf States and Entergy Louisiana have 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 and Entergy Louisiana likely will be required to contribute to the remediation of contaminated soil and groundwater 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.

    Entergy New Orleans

    In March 2004, agents of the United States Fish and Wildlife Service conducted an inspection of Entergy New Orleans' Michoud power plant and found a number of dead brown pelicans near the facility's water intake structure and fish-return trough. Brown pelicans are an endangered species in Louisiana. The United States Attorney's Office for the Eastern District of Louisiana (Attorney's Office) issued a grand jury subpoena to an Entergy New Orleans employee in May 2004 to give evidence regarding the cause of death of the pelicans. The Attorney's Office then agreed to meet with Entergy New Orleans rather than requiring the employee to testify. As a result of that meeting, Entergy New Orleans conducted an internal investigation of the matter and submitted a report to the Attorney's Office in August 2004. Entergy New Orleans also constructed an engineered walkway and cover over the intake structure and feeding trough to eliminate pelican access to the area. Entergy New Orleans continues negotiations with the Attorney's Office regarding final resolution of this matter.

    Entergy Louisiana

    Transmission and distribution storm teams entered wetland areas of Lafourche Parish to restore Entergy Louisiana's Barataria-Golden Meadow line shortly after Hurricane Katrina.  A portion of this line crosses property owned by Lafourche Realty.  The realty company has requested that Entergy Louisiana now conduct an extensive wetland mitigation program over a ten-acre area.  Entergy Louisiana believes that the marsh area affected by its activities is less than 2 acres and that restoration can be conducted to the satisfaction of the United States Corps of Engineers and the State of Louisiana for less than $1 million.  Entergy Louisiana is meeting with the Corps and the State of Louisiana to determine the extent of mitigation required by the Clean Water Act and parallel state law.

    Litigation

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

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

    Entergy New Orleans Fuel Clause Litigation

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

    Plaintiffs also filed a corresponding complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy Corporation or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs appealed the City Council resolution to the state courts. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher.

    In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. Subsequent to Entergy New Orleans' filing of a bankruptcy petition in the Eastern District of Louisiana, Entergy New Orleans filed a Notice of Stay with the Court of Appeal. The Bankruptcy Court lifted the stay with respect to the plaintiffs' appeal of the Civil District Court decision, but the class action lawsuit remains stayed. In February 2006, Entergy New Orleans filed a notice removing the class action lawsuit from the Civil District Court to the U.S. District Court for the Eastern District of Louisiana.  Additionally, in the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans fuel clause lawsuit, together with the named plaintiffs in the Entergy New Orleans rate of return lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans fuel clause lawsuit and the Entergy New Orleans rate of return lawsuit, and alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in state court.  Answers were due in this adversary proceeding in February 2006, but Entergy New Orleans has requested an extension to answer until March 2006.

    Entergy New Orleans Rate of Return Lawsuit

    In April 1998, a group of residential and business ratepayers filed a complaint against Entergy New Orleans in state court in Orleans Parish purportedly on behalf of all ratepayers in New Orleans. The plaintiffs allege that Entergy New Orleans overcharged ratepayers by at least $300 million since 1975 in violation of limits on Entergy New Orleans' rate of return that the plaintiffs allege were established by ordinances passed by the Council in 1922. The plaintiffs seek, among other things, (i) a declaratory judgment that such franchise ordinances have been violated; and (ii) a remand to the Council for the establishment of the amount of overcharges plus interest. Entergy New Orleans believes the lawsuit is without merit. Entergy New Orleans has charged only those rates authorized by the Council in accordance with applicable law. In May 2000, a court of appeal granted Entergy New Orleans' exception to jurisdiction in the case and dismissed the proceeding. The Louisiana Supreme Court denied the plaintiff's request for a writ of certiorari. The plaintiffs then commenced a similar proceeding before the Council. The plaintiffs and the advisors for the Council each filed their first round of testimony in January 2002. In their testimony, the plaintiffs allege that Entergy New Orleans earned in excess of the legally authorized rate of return during the period 1979 to 2000 and that Entergy New Orleans should be required to refund between $240 million and $825 million to its ratepayers. In the testimony submitted by the Council advisors, the advisors allege that Entergy New Orleans has not earned in excess of its authorized rate of return for the period at issue and that no refund is therefore warranted.

    In December 2003, the Council Advisors filed a motion in the City Council proceedings to bifurcate the hearing in this matter, such that the effect of the provision of the 1922 Ordinance in setting lawful rates would be considered first. Only if it is determined that this provision establishes a limitation, would the remaining issues be reached. The motion to bifurcate was granted by the City Council in April 2004, and a hearing on the first part of the bifurcated proceeding was completed in June 2005. A briefing schedule has been established which calls for submission of the Phase I evidentiary record to the City Council in March 2006.

    Additionally, in the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans rate of return lawsuit, together with the named plaintiffs in the Entergy New Orleans  fuel clause lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans rate of return lawsuit and the Entergy New Orleans fuel clause lawsuit, and alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in state court.  Answers were due in this adversary proceeding in February 2006, but Entergy New Orleans has requested an extension to answer until March 2006.

    Texas Power Price Lawsuit

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

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

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

    On March 2, 2006 the Corpus Christi Court of Appeals handed down its opinion and judgment. The court of appeals determined that neither the FERC nor the PUCT had exclusive jurisdiction over the plaintiffs' claims and, on this basis, reversed the district court's dismissal order and remanded the case for further proceedings. The court of appeals affirmed the district court's decision allowing Entergy Gulf States to intervene in the case. Entergy now has the option of seeking rehearing from the court of appeals, or of filing a petition for review with the Texas Supreme Court.

    Murphy Oil Lawsuit (Entergy Corporation and Entergy Louisiana)

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

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

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

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

    Several property owners have filed a class action suit against Entergy Louisiana, Entergy Services, ETHC, and Entergy Technology Company in state court in St. James Parish, Louisiana purportedly on behalf of all property owners in Louisiana who have conveyed easements to the defendants. The lawsuit alleges that Entergy installed fiber optic cable across their property without obtaining appropriate easements. The plaintiffs seek actual damages for the use of the land and a share of the profits made through use of the fiber optic cables and punitive damages. Entergy removed the case to federal court in New Orleans; however, the District Court remanded the case back to state court.  While Entergy appealed this ruling, recently the United States Court of Appeals for the Fifth Circuit denied this appeal.  In December 2003, the trial court held a hearing to determine if a class should be certified. On February 18, 2004, the trial court entered an order certifying this matter as a class. Entergy appealed this ruling to the Louisiana Fifth Circuit Court of Appeals, which has denied Entergy's appeal of the trial court's order certifying a class. Entergy sought an appellate review of the certification order before the Louisiana Supreme Court, which was denied in December 2005. The state trial judge has set trial in this matter for May 2007. At this time, management cannot determine the specific amount of damages being sought.

    Several property owners have filed separate lawsuits against Entergy Corporation, Entergy Mississippi, Entergy Services, ETHC, and ETC in state court in various counties in Mississippi alleging that Entergy Mississippi installed fiber optic cable across their properties without obtaining appropriate easements. The plaintiffs seek actual damages for the use of the land, a share of the profits made through use of the fiber optic cables, and an unspecified amount of punitive damages in the other cases. Plaintiffs in some of the lawsuits have agreed to dismiss the lawsuits based on evidence that there was no fiber optic cable running across their property.

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

    Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Currently, there are approximately 555 lawsuits involving approximately 10,000 claims. Reserves have been established that should be adequate to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to the companies' financial position or results of operation.

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

    Entergy Corporation and the domestic utility companies are defendants in numerous lawsuits that have been filed by former employees alleging that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, and/or other protected characteristics. Entergy Corporation and the domestic utility companies are vigorously defending these suits and deny any liability to the plaintiffs. However, no assurance can be given as to the outcome of these cases, and at this time management cannot estimate the total amount of damages sought.

    Research Spending

    Entergy is a member of the Electric Power Research Institute (EPRI). EPRI conducts a broad range of research in major technical fields related to the electric utility industry. Entergy participates in various EPRI projects based on Entergy's needs and available resources. The domestic utility companies contributed $1.6 million in both 2005 and 2004 and $1.5 million in 2003 to EPRI. The Non-Utility Nuclear business contributed $2.1 million in 2005, $3.2 million in 2004, and $3 million in 2003.

    Employees

    Employees are an integral part of Entergy's commitment to serving its customers. As of December 31, 2005, Entergy employed 14,136 people.

    U.S. Utility:

     

     

    Entergy Arkansas

     

    1,467

    Entergy Gulf States

     

    1,616

    Entergy Louisiana

     

    948

    Entergy Mississippi

     

    797

    Entergy New Orleans

     

    369

    System Energy

     

    -

    Entergy Operations

     

    2,684

    Entergy Services

     

    2,676

    Entergy Nuclear Operations

     

    3,218

    Other subsidiaries

     

    220

    Total Full-time

     

    13,995

    Part-time

     

    141

    Total Entergy

     

    14,136

    Approximately 4,800 employees are represented by the International Brotherhood of Electrical Workers Union, the Utility Workers Union of America, and the International Brotherhood of Teamsters Union.

     

    RISK FACTORS

    The following factors, in addition to others specifically addressed in this Management's Discussion and Analysis of Financial Condition and Results of Operations, could have a material impact on Entergy's and its subsidiaries' operations, financial results and financial condition, and could cause Entergy's and its subsidiaries' actual results or outcomes to differ materially from any projected outcome contained in any forward-looking statement in this report:

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

    Entergy's results of operations, financial condition and liquidity could be materially and adversely affected if the domestic utility companies fail to recover, or experience delays in recovering, storm restoration costs incurred as a result of Hurricane Katrina and Hurricane Rita or as a result of continued lost revenue from these two hurricanes.

    Hurricanes Katrina and Rita caused catastrophic damage in Louisiana, Mississippi and Texas to portions of the service territories of Entergy New Orleans, Entergy Louisiana, Entergy Mississippi and Entergy Gulf States. As a result of these two hurricanes, these subsidiaries have recorded accruals for the estimated storm restoration costs for the repair and/or replacement of their electric and gas facilities damaged by Hurricanes Katrina and Rita and business continuity costs, which are currently estimated to be $1.5 billion. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales. Entergy and the domestic utility companies are pursuing a broad range of initiatives to recover storm restoration costs. Initiatives include (1) obtaining reimbursement of certain costs covered by insurance, (2) obtaining assistance through federal legislation for Hurricane Katrina as well as Hurricane Rita, and (3) pursuing recovery through existing or new rate mechanisms regulated by FERC and local regulatory bodies. Because the domestic utility companies have not completed the regulatory process regarding these storm costs, however, there is an element of risk regarding recovery. Entergy is unable to predict with certainty the degree of success the domestic utility companies may have in their recovery initiatives, the amount of restoration costs, insurance proceeds and incremental losses they may ultimately recover, or the timing of such recovery. For further information regarding the effects of Hurricane Katrina and Hurricane Rita, including the effect on revenues for those domestic utility companies where customers are unable to accept electric and gas service, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - "Hurricane Katrina and Hurricane Rita." For further information with respect to storm cost recovery regulatory filings, reference is made to Note 2 "RATE AND REGULATORY MATTERS" - Regulatory Assets - "Other Regulatory Assets" to the Entergy consolidated financial statements and the respective financial statements of the domestic utility companies and System Energy.

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

    The consequences of Hurricanes Katrina and Rita have negatively affected the liquidity of Entergy and the domestic utility companies. The occurrence of one or more contingencies, including other unknown events such as other hurricanes or ice storms, and increases in gas and fuel prices, could put further pressure on the adequacy of the liquidity and capital resources of Entergy, the domestic utility companies and the Non-Utility Nuclear and Competitive Retail Services businesses, which could materially and adversely affect the financial condition and results of operations of Entergy and the domestic utility companies, Entergy's corporate credit ratings and the credit ratings of the domestic utility companies.

    Under normal circumstances, Entergy's business is capital intensive, and depends upon its ability to access capital at rates and on terms that Entergy determines to be reasonable. The hurricanes and the resulting consequences on Entergy's business have placed even greater importance on the ability of Entergy and its subsidiaries to access the capital markets to support the increased liquidity needs. At the same time, the continued rapid increase in natural gas prices has resulted in increased working capital requirements for the domestic utility companies while waiting for existing regulatory fuel and purchased power recovery mechanisms to catch-up. The high natural gas prices and effect of the cumulative deferred fuel balance will continue to have a negative effect on the liquidity of Entergy's domestic utility business.

    Additionally, high power prices have caused and, in the future, may continue to cause, an increase in the liquidity needs for Entergy and the Non-Utility Nuclear and Competitive Retail Services businesses. Some of the agreements to sell power by Entergy's Non-Utility Nuclear power plants and the wholesale supply agreements entered into by Entergy's Competitive Services Retail business contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under these agreements. The Entergy subsidiary may be required to provide collateral based upon the difference between the current market and contracted power prices in the regions where the Non-Utility Nuclear and Competitive Retail Services businesses sell power. The primary form of the collateral to satisfy these requirements is an Entergy Corporation guarantee. Cash and letters of credit are also acceptable forms of collateral.

    The occurrence of one or more contingencies, including higher than estimated storm restoration costs, lower than expected insurance recovery with respect to storm restoration costs, or a delay in such recovery, a delay in the recovery of storm restoration costs, a greater than expected increase in natural gas prices, an increase in credit support requirements relating to Entergy's Non-Utility Nuclear and Competitive Retail Services businesses, an acceleration of payments or decreased credit lines in respect of fuel or power supply to the domestic utility companies, less cash flow from operations than expected, or other unknown events, such as future storms, could cause the financing needs of Entergy and its subsidiaries to increase, which may result in an increase in leverage. Material leverage increases could negatively affect Entergy's access to the capital markets as well as its credit ratings and/or the credit ratings of its domestic utility companies.

    The consequences of the hurricanes on Entergy's financial condition, and the related uncertainty associated with storm restoration cost recovery, together with other factors, such as the bankruptcy filing of Entergy New Orleans, have negatively impacted Entergy's credit profile and the credit profile of its domestic utility companies. Following Hurricane Katrina, Standard & Poor's Ratings Services placed Entergy and the domestic utility companies on credit watch with negative implications and Moody's Investors Service, Inc. placed the debt ratings of Entergy Gulf States on review for possible downgrade. After the Entergy New Orleans bankruptcy filing, Moody's Investors Service, Inc. and Standard & Poor's Ratings Services downgraded the senior secured debt ratings of Entergy New Orleans to Caa1 and D, respectively. If one or more rating agencies were to downgrade Entergy's corporate issuer rating or the senior secured debt ratings of any of the other domestic utility companies, particularly to below investment grade, the borrowing costs of Entergy, the domestic utility companies and other subsidiaries could increase, which could negatively affect their financial condition, results of operations and liquidity. Entergy and its subsidiaries would also likely be required to pay a higher interest rate in future financings, and their potential pool of investors and funding sources could decrease. In addition, adverse ratings actions could prompt fuel and power suppliers of the domestic utility companies to require accelerated payments or to reduce or eliminate credit lines. Lastly, in the event of a decrease in Entergy's credit rating to below investment grade, Entergy may be required to replace in a short period of time the Entergy guarantees relating to the Non-Utility Nuclear and Competitive Retail Services businesses with cash or letters of credit under some of the agreements to sell power. For further information regarding the impact of the hurricanes and increases in natural gas and power prices to Entergy's liquidity position, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - "Liquidity Effects of Hurricane Katrina and Hurricane Rita," and - Significant Factors and Known Trends - "Market and Credit Risks" - "Commodity Price Risk" - "Power Generation."

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

    Entergy Corporation's investment in Entergy New Orleans and advances under the DIP credit agreement are at risk; the domestic utility companies' pre-petition receivables due from Entergy New Orleans are also at risk for non-payment.

    Because of the effects of Hurricane Katrina, Entergy New Orleans filed a voluntary petition for reorganization under the provisions of Chapter 11 of the United States Bankruptcy Code. Entergy Corporation owns 100 percent of the common stock of Entergy New Orleans, has continued to supply general and administrative services, and has provided debtor-in-possession financing to Entergy New Orleans and, accordingly, believes these factors represent significant influence over Entergy New Orleans. Because of the uncertainties surrounding the nature, timing, and specifics of the bankruptcy proceedings, however, Entergy Corporation has deconsolidated Entergy New Orleans from its consolidated financial statements and reflects Entergy New Orleans' financial results under the equity method of accounting retroactive to January 1, 2005. Entergy Corporation reviewed the carrying value of its investment in Entergy New Orleans and determined that as of December 31, 2005, no impairment had occurred because management believes that cost recovery is probable. Entergy Corporation will continue to assess the carrying value of its investment in Entergy New Orleans as developments occur in Entergy New Orleans' recovery efforts. Because Entergy New Orleans has not gone through the regulatory process regarding storm costs and losses, however, there is an element of risk regarding recovery, and Entergy is unable to predict with certainty the degree of success Entergy New Orleans may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, the timing of such recovery, or the return of customer load to New Orleans to support any such cost recovery.

    Additionally, the payment by Entergy New Orleans of its $47 million of pre-petition accounts payables to the other domestic utility companies and the payment of Entergy Corporation's advances to Entergy New Orleans made under the DIP credit agreement are subject to the risks inherent in Entergy New Orleans' recovery efforts. Since Entergy is unable to predict with certainty the degree of success Entergy New Orleans will have in its cost recovery initiatives, Entergy Corporation's equity investment in Entergy New Orleans, Entergy's subsidiaries' pre-petition accounts receivables from Entergy New Orleans and Entergy Corporation's advances to Entergy New Orleans under the DIP credit agreement are at risk. For further information regarding Entergy New Orleans' bankruptcy and DIP credit agreement, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -"Entergy New Orleans Bankruptcy," and - Liquidity and Capital Resources -"Debtor-in-Possession Credit Agreement."

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

    The electric and gas rates that the domestic utility companies and System Energy are allowed to charge their customers are largely determined outside their control by the actions of regulators.

    The rates that the domestic utility companies and System Energy charge for their services are an important item influencing the financial condition, results of operations and liquidity of Entergy and the domestic utility companies. The domestic utility companies are heavily regulated, and the electric and gas rates that the domestic utility companies and System Energy are allowed to charge their customers are determined, in large part, outside of their control by governmental organizations, including the APSC, the City Council, the LPSC, the MPSC, the PUCT, and the FERC. Decisions made by these regulators could have a material impact on the results of operations, financial condition and liquidity of Entergy, the domestic utility companies and System Energy. For information regarding rate case proceedings, reference is made to Note 2 "RATE AND REGULATORY MATTERS" to Entergy's consolidated financial statements and the respective financial statements of the domestic utility companies and System Energy and Part 1 Item 1 of Entergy's Business - U.S. Utility -"Retail Rate Regulation."

    The domestic utility companies' fuel and purchased power costs also are recovered from customers, subject to regulatory scrutiny. This regulatory risk represents the domestic utility companies' largest potential exposure to price changes in the commodity markets. On occasion, when the level of the fuel and purchased power costs rise very dramatically, some of the domestic utility companies might agree to defer recovery of a portion of that month's fuel and purchased power costs for recovery at a later date, which could increase the near-term working capital requirements of the domestic utility companies. In addition, from time to time, the domestic utility companies' regulators have initiated and, in the future, may initiate proceedings to investigate the adequacy and operation of the fuel recovery clauses of the domestic utility companies as well as their fuel and purchased power procurement practices. For further information regarding the regulatory proceedings for fuel and purchased power cost recovery, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "State and Local Rate Regulation and Fuel Cost Recovery" and Note 2 "RATE AND REGULATORY MATTERS" to Entergy's consolidated financial statements and the respective financial statements of the domestic utility companies and System Energy.

    The domestic utility companies have historically engaged in the coordinated planning, construction and operation of generating and transmission facilities under the terms of a FERC rate schedule called the System Agreement. The LPSC and the City Council commenced a proceeding in 2001 at the FERC that requests amendments to the System Agreement, particularly with respect to achieving equalization of the total production costs of each of the domestic utility companies. In December 2005 the FERC issued its Order on Rehearing, which affirmed its decision issued in June 2005 in the System Agreement litigation. Entergy will be required to file with FERC a compliance filing to implement the provisions of the FERC December 2005 Order. For information relating to the System Agreement Proceedings, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "Federal Regulation"- System Agreement Proceedings. Entergy and the domestic utility companies believe that any changes in the allocation of production costs resulting from the FERC's decision in the System Agreement proceeding and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before the APSC and retail regulators of the other domestic utility companies. Although the outcome and timing of the FERC, APSC and other proceedings cannot be predicted at this time, Entergy and the domestic utility companies do not believe that the ultimate resolution of these proceedings will have a material effect on the financial condition or results of operations of Entergy or the domestic utility companies.

    (Entergy Corporation and Entergy Gulf States)

    Delays and uncertainty relating to the start of retail open access in Texas for Entergy Gulf States, the implementation of recent legislation in Texas and adverse decisions in related regulatory proceedings at the PUCT could have a material adverse effect on Entergy Gulf States' and Entergy's financial condition, results of operations and liquidity.

    The PUCT has delayed implementation of retail open access in Entergy Gulf States' Texas service territory. In addition, the PUCT has not approved a base rate increase for Entergy Gulf States since 1991. In June 2005, the Texas legislature enacted a statute that, among other things, authorizes Entergy Gulf States to proceed with jurisdictional separation into two vertically integrated utilities, one subject solely to retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT. In addition, the statute provides (i) for Entergy Gulf States to file a transition to competition plan no later than January 1, 2007 and (ii) that Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented.

    Extended delay and uncertainty with respect to the start of retail open access in Texas (including uncertainty as to the ultimate form of Entergy Gulf States' related business separation plan, particularly in conjunction with any jurisdictional separation of Entergy Gulf States as described below), the implementation of the Texas legislation, including implementation of a transition cost recovery rider, and adverse decisions in proceedings at the PUCT (whether related to the Texas legislation or otherwise), could have a material adverse effect on Entergy Gulf States' and Entergy's financial condition, results of operations, and liquidity. For additional information regarding Entergy Gulf States' regulatory proceedings in Texas, including the implementation of purchased power capacity and transition cost recovery riders, reference is made to Note 2 "RATE AND REGULATORY MATTERS" - Regulatory Assets - "Deferred Fuel Costs,"- Retail Rate Proceedings - "Filings with the PUCT and Texas Cities (Entergy Gulf States)," and "Electric Industry Restructuring and the Continued Application of SFAS 71" to Entergy's consolidated financial statements and the respective financial statements of the domestic utility companies and System Energy.

    (Entergy Corporation and Entergy Gulf States)

    The proposed jurisdictional separation of Entergy Gulf States into two separate vertically integrated utilities could, depending on the structure and terms of the separation, have a material adverse effect on the financial condition, results of operations and liquidity of Entergy Gulf States.

    Reference is made to ENTERGY GULF STATES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "Transition to Retail Competition"- Jurisdictional Separation Plan, for information relating to the proposed jurisdictional separation of Entergy Gulf States. Any jurisdictional separation of Entergy Gulf States resulting from the LPSC proceedings would affect Entergy Gulf States' financial condition, results of operations and liquidity, particularly in conjunction with any additional restructuring of the company that may be ordered by the PUCT with respect to a jurisdictional separation or upon the implementation of retail open access in Texas. Depending on the structure and terms of the separation, such a separation could have a material adverse effect on Entergy Gulf States.

    (Entergy Corporation)

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

    Entergy and its non-utility nuclear business do not have retail rate recovery for its investment in its unregulated generating plants. The sale of capacity and energy from the power generation plants owned by this business, unless otherwise contracted, is subject to the fluctuation of market power prices. For information regarding Entergy's Non-Utility Nuclear business and the amount of output currently sold forward, reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "Market and Credit Risks" - "Commodity Price Risk."

    Entergy's Non-Utility Nuclear business is pursuing opportunities to extend existing PPAs and to enter into new PPAs with other parties for portions of its unsold planned generation. To the extent that the electricity generated by these plants is not under contract to be sold, the revenues and results of operations of Entergy's Non-Utility Nuclear business, and whether it recovers its investment and operating costs from these plants, will generally depend on the market prices that can be obtained for energy and capacity.

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

    • prevailing market prices for coal, oil, natural gas and other fuels used in electric generation plants, including associated transportation costs, and supplies of such commodities,
    • liquidity in the general wholesale electricity market,
    • the actions of external parties, such as the FERC, that may impose price limitations and other mechanisms to address some of the volatility in the energy markets,
    • weather conditions impacting demand for electricity or availability of hydroelectric power or fuel supplies,
    • the rate of growth in demand for electricity as a result of population changes, regional economic conditions and the implementation of conservation programs,
    • union and labor relations,
    • natural disasters, wars, embargoes and other catastrophic events and
    • changes in federal and state energy and environmental laws and regulations.

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

    Entergy and the domestic utility companies face uncertainty with respect to the domestic utility companies' independent coordinator of transmission proposal at the FERC and the outcome of other related FERC and state and local regulatory proceedings relating to transmission.

    The domestic utility companies face uncertainties with respect to whether their regulators will approve their enhanced ICT proposal and the outcome of the AFC proceedings at the FERC. An adverse outcome in these matters could materially affect the financial condition, results of operations and liquidity of Entergy and the domestic utility companies. Reference is made to ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "Federal Regulation" - "Independent Coordinator of Transmission" and "Available Flowgate Capacity Proceeding" for disclosure regarding the FERC ICT and AFC proceedings and the APSC proceedings to review the Entergy ICT proposal.

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

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

    The domestic utility companies, System Energy, and Entergy's Non-Utility Nuclear subsidiaries own and operate ten nuclear power generating units and the shutdown Indian Point 1 nuclear reactor. These companies, therefore, are subject to the risks arising from owning and operating nuclear generating facilities. These include risks from the use, storage, handling, and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, the costs of securing the facilities against possible terrorist attacks, unscheduled outages due to equipment and other problems, and technological and financial uncertainties related to adhering to environmental law requirements associated with plant operations, as well as the decommissioning of nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. The domestic utility companies, System Energy, and the Non-Utility Nuclear subsidiaries maintain decommissioning trusts and external insurance coverage to minimize the financial exposure to some of these risks; however, it is possible that losses could exceed the amount of their insurance coverage. In the event of an unanticipated early shut-down of any of the nuclear plants owned and operated by the domestic utility companies, System Energy, and/or the Non-Utility Nuclear subsidiaries, Entergy may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generating facilities. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear generating unit. In the event of noncompliance, the NRC has the authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Although Entergy has no reason to anticipate a serious nuclear incident at any of the nuclear generating units owned and operated by its subsidiaries, if an incident did occur, it could materially and adversely affect the business, financial position, results of operations and liquidity of Entergy, the domestic utility companies and System Energy.

    In addition, concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the northeastern United States, which is where the Non-Utility Nuclear generating units are located. These concerns have led to, and are expected to continue to lead to, various proposals to federal regulators as well as governing bodies in some localities where Entergy's subsidiaries own nuclear generating units for legislative and regulatory changes that could lead to the shut-down of nuclear units, denial of license extension applications, municipalization of nuclear units, restrictions on nuclear units as a result of unavailability of sites for spent nuclear fuel disposal, or other adverse effects on owning and operating nuclear generating units. Entergy vigorously responds to these concerns and proposals. However, if any of the proposals relating to legislative and regulatory changes becomes effective, it could have a material adverse effect on Entergy's results of operations, financial condition and liquidity. For additional information ENTERGY CORPORATION AND ITS SUBSIDIARIES - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - "Nuclear Decommissioning Costs."

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

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

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

    (Entergy Louisiana)

    Entergy Louisiana, LLC will not join in filing the Entergy consolidated federal income tax return. Because it will file as a separate taxpayer, Entergy Louisiana, LLC's financial condition could be adversely affected.

    Entergy Louisiana, LLC will not join in the filing of Entergy's consolidated federal income tax return, although it will be consolidated for financial reporting purposes. Entergy Louisiana, LLC will file a separate federal income tax return, will pay federal income taxes on a stand-alone basis, and will not be a party to Entergy's intercompany tax allocation agreement. Entergy Louisiana, LLC may make elections for tax purposes that may differ from those made by the Entergy consolidated tax group, which may result in Entergy Louisiana, LLC having more exposure to tax liability than it would have had, had it been included in the Entergy consolidated tax return, thereby adversely affecting Entergy Louisiana, LLC's financial condition. For information regarding the Entergy Louisiana corporate restructuring, see ENTERGY LOUISIANA HOLDINGS, INC. and ENTERGY LOUISIANA, LLC - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends -"Entergy Louisiana Corporate Restructuring."

    (System Energy)

    System Energy's business consists of the ownership and operation of a single nuclear generating facility, and it is dependent on affiliated companies for all of its revenues.

    System Energy's operating revenues are derived from the allocation of the capacity, energy and related costs associated with its 90% ownership/leasehold interest in Grand Gulf 1. Charges under the Unit Power Sales Agreement are paid by the domestic utility companies as consideration for their respective entitlements to receive capacity and energy and are payable on a full cost-of-service basis so long as Grand Gulf 1 remains in commercial operation. The useful economic life of Grand Gulf 1 is finite and is limited by the terms of its operating license, which is currently due to expire on November 1, 2024. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues. System Energy's financial condition depends both on the receipt of payments from the domestic utility companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf 1. For further information, reference is made to SYSTEM ENERGY RESOURCES, INC. - MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS. For further information regarding the Unit Power Sales Agreement, see Part I. Item 1. - Entergy's Business - System Energy and Related Agreements - "Federal Regulation."

    UNRESOLVED STAFF COMMENTS

    Neither Entergy Corporation nor any of its subsidiaries that are subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 received any written comments regarding any of their periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of their 2005 fiscal year and that remain unresolved.

     

     

    ENTERGY ARKANSAS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income increased $32.4 million due to higher net revenue and other income, partially offset by higher other operation and maintenance expenses.

    2004 Compared to 2003

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

    Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy Arkansas' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 2005 to 2004.

       

    Amount

       

    (In Millions)

         

    2004 net revenue

     

    $978.4 

    Volume/weather

     

    43.6 

    Deferred fuel cost revisions

     

    15.5 

    Capacity costs

     

    (11.3)

    Net wholesale revenue

     

    (14.4)

    Other

     

    (1.1)

    2005 net revenue

     

    $1,010.7 

    The volume/weather variance is primarily due to an increase in electricity usage, including the effect of more favorable weather compared to 2004. Billed electricity usage increased a total of 1,270 GWh in all sectors.

    The deferred fuel cost revisions variance is primarily due to a revised estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider, which reduced net revenue in the first quarter of 2004 by $11.5 million. The remainder of the variance is due to the 2004 energy cost recovery true-up, made in the first quarter of 2005, which increased net revenue by $4.0 million.

    The capacity costs variance is primarily due to higher capacity related costs including the revision of reserve equalization payments between Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations.

    The net wholesale revenue variance is primarily due to lower margins on wholesale contracts and provisions for refunds related to wholesale formula rate and contract disputes.

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

    Gross operating revenues increased primarily due to an increase of $99 million in fuel cost recovery revenues due to increases in the energy cost recovery rider effective April 2005 and October 2005 (fuel cost recovery revenues are discussed in Note 2 to the domestic utility companies and System Energy financial statements). The increase in volume/weather, discussed above, also contributed to the increase.

    Fuel and purchased power expenses increased primarily due to an increase in the market price of purchased power, partially offset by decreased deferred fuel expense resulting primarily from higher fuel and purchased power costs. See Note 2 to the domestic utility companies and System Energy financial statements for a discussion of the proposed recovery of Entergy Arkansas' deferred fuel costs.

    Other regulatory charges increased primarily due:

    2004 Compared to 2003

    Net revenue, which is Entergy Arkansas' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $998.7 

    Deferred fuel cost revisions

     

    (16.9)

    Other

     

    (3.4)

    2004 net revenue

     

    $978.4 

    Deferred fuel cost revisions include the difference between the estimated deferred fuel expense and the actual calculation of recoverable fuel expense, which occurs on an annual basis. Deferred fuel cost revisions decreased net revenue due to a revised estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider, which reduced net revenue by $11.5 million. The remainder of the variance is due to the 2002 energy cost recovery true-up, made in the first quarter of 2003, which increased net revenue in 2003.

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

    Gross operating revenues increased primarily due to:

    • an increase of $20.7 million in fuel cost recovery revenues due to an increase in the energy cost recovery rider effective April 2004;
    • an increase of $15.5 million in Grand Gulf revenues due to an increase in the Grand Gulf rider effective January 2004;
    • an increase of $13.9 million in gross wholesale revenue primarily due to increased sales to affiliated systems; and
    • an increase of $9.5 million due to volume/weather primarily resulting from increased usage during the unbilled sales period, partially offset by the effect of milder weather on billed sales in 2004. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues.

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

    Other regulatory credits decreased primarily due to the over-recovery of Grand Gulf costs due to an increase in the Grand Gulf rider effective January 2004. The rider has no material effect on net income due to the refund and/or recovery through annual adjustments to the rider

    Other Income Statement Variances

    2005 Compared to 2004

    Other operation and maintenance expenses increased primarily due to an increase of $15.8 million in payroll and benefits costs, partially offset by a decrease of $2.7 million in information technology costs and a decrease of $2.4 million related to proceeds received from the radwaste settlement discussed below in "Significant Factors and Known Trends - Central States Compact Claim."

    Other income increased primarily due to:

    • an increase of $4.9 million related to proceeds received from the radwaste settlement discussed below in "Significant Factors and Known Trends - Central States Compact Claim"
    • an increase of $3.9 million in miscellaneous - net primarily due to the write-off of disallowed transition to competition costs in 2004;
    • an increase of $2.5 million in interest earned on temporary cash investments and money pool investments; and
    • an increase of $2.5 million in interest income recorded on the deferred fuel balance.

    2004 Compared to 2003

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

    • an increase of $6.6 million in customer service support costs; and
    • an increase of $5.1 million in benefits costs.

    Interest charges decreased primarily due to the refinancing of First Mortgage Bonds in mid-2003.

    Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 35.7%, 38.5%, and 45.5%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $89,744 

    $8,834 

    $95,513 

    Cash flow provided by (used in):

    Operating activities

    507,711 

    539,012 

    364,088 

    Investing activities

    (488,718)

    (292,946)

    (333,230)

    Financing activities

    (99,344)

    (165,156)

    (117,537)

    Net increase (decrease) in cash and cash equivalents

    (80,351)

    80,910 

    (86,679)

    Cash and cash equivalents at end of period

    $9,393 

    $89,744 

    $8,834 

    Operating Activities

    Cash flow from operations decreased $31.3 million in 2005 compared to 2004 primarily due to income tax payments made in 2005 compared to income tax refunds received in 2004, partially offset by the timing of the collection of receivables from customers and the timing of payments to vendors.

    Cash flow from operations increased $174.9 million in 2004 compared to 2003 primarily due to income tax refunds received in 2004 and increased recovery of deferred fuel costs.

    In addition to minimal restoration costs caused by Hurricanes Katrina and Rita, the storms have had other impacts that have affected Entergy Arkansas' liquidity position. The Entergy New Orleans bankruptcy caused fuel and power suppliers to increase their scrutiny of the remaining domestic utility companies with the concern that one of them could suffer similar impacts, particularly after Hurricane Rita. As a result, some suppliers began requiring accelerated payments and decreased credit lines. In addition, the hurricanes damaged certain gas supply lines, thereby decreasing the number of potential suppliers. The hurricanes also exacerbated a market run-up in natural gas and power prices, thereby increasing Entergy Arkansas' ongoing costs, which consumed available credit lines more quickly and in some instances required the posting of additional collateral. Entergy managed through these events thus far, adequately supplied Entergy Arkansas with fuel and power, and as a result of steps taken by it regarding its storm costs expects to have adequate liquidity and credit to continue supplying Entergy Arkansas with fuel and power.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    Investing Activities

    Net cash flow used in investing activities increased $195.8 million in 2005 compared to 2004 primarily due to:

    • an increase of $193.9 million used for other regulatory investments as a result of fuel cost under-recoveries that have been deferred and are expected to be recovered over a period greater than twelve months; and
    • an increase of $46.7 million in construction expenditures primarily resulting from the steam generator and reactor vessel head replacement at ANO 1, partially offset by additional transmission line reliability work on the Lynch-Jacksonville line in 2004.

    The increases were partially offset by money pool activity.

    The decrease of $40.3 million in net cash used in investing activities in 2004 compared to 2003 was primarily due to a decrease in construction expenditures resulting from less transmission upgrade work requested by merchant generators in 2004 combined with lower spending on customer support projects in 2004. This decrease was partially offset by money pool activity.

    Financing Activities

    Net cash flow used in financing activities decreased $65.8 million in 2005 compared to 2004 primarily due to money pool activity and a decrease of $21.7 million in common stock dividends, partially offset by the net retirement of $54.8 million of long-term debt in 2005.

    The increase of $47.6 million in net cash used in financing activities in 2004 compared to 2003 was primarily due to money pool activity, partially offset by the net redemption of $2.4 million of long-term debt in 2004 compared to $109.3 million in 2003.

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

    Capital Structure

    Entergy Arkansas' capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital percentage as of December 31, 2005 is primarily the result of an increase in shareholders' equity due to an increase in retained earnings.

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    47.4%

     

    48.5%

    Effect of subtracting cash from debt

     

    0.1%

     

    1.6%

    Debt to capital

     

    47.5%

     

    50.1%

    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 shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Arkansas 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 Arkansas' financial condition.

    Uses of Capital

    Entergy Arkansas requires capital resources for:

    • construction and other capital investments;
    • debt and preferred stock maturities;
    • working capital purposes, including the financing of fuel and purchased power costs; and
    • dividend and interest payments.

    Following are the amounts of Entergy Arkansas' planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

     

     

    2006

     

    2007-2008

     

    2009-2010

     

    after 2010

     

    Total

     

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

     

      capital investment (1)

     

    $245

     

    $557

     

    N/A

     

    N/A

     

    $802

    Long-term debt

     

    $-

     

    $-

     

    $100

     

    $1,198

     

    $1,298

    Capital lease payments

     

    $6

     

    $5

     

    $-

     

    $2

     

    $13

    Operating leases

     

    $23

     

    $37

     

    $19

     

    $51

     

    $130

    Purchase obligations (2)

     

    $557

     

    $992

     

    $936

     

    $2,422

     

    $4,907

    Nuclear fuel lease obligations (3)

     

    $42

     

    $50

     

    N/A

     

    N/A

     

    $92

    (1)

    Includes approximately $176 to $190 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

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

    (3)

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

    In addition to these contractual obligations, Entergy Arkansas expects to contribute $114.5 million to its pension plans and $17.8 million to other postretirement plans in 2006.

    The planned capital investment estimate for Entergy Arkansas also reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, market volatility, economic trends, environmental compliance, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    As a wholly-owned subsidiary, Entergy Arkansas pays dividends to Entergy Corporation from its earnings at a percentage determined monthly. Entergy Arkansas' long-term debt indentures restrict the amount of retained earnings available for the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2005, Entergy Arkansas had restricted retained earnings unavailable for distribution to Entergy Corporation of $396.4 million.

    Sources of Capital

    Entergy Arkansas' sources to meet its capital requirements include:

    • internally generated funds;
    • cash on hand;
    • debt or preferred stock issuances; and
    • bank financing under new or existing facilities.

    Entergy Arkansas issued long-term debt in 2005 as follows:

    Issue Date

     

    Description

     

    Maturity

     

    Amount

               

    (In Thousands)

                 

    January 2005

     

    5.66% Series

     

    February 2025

     

    $175,000

    March 2005

     

    5.00% Series

     

    January 2021

     

    45,000

    May 2005

     

    4.50% Series

     

    June 2010

     

    100,000

               

    $320,000

    Entergy Arkansas redeemed long-term debt in 2005 as follows:

    Retirement Date

     


    Description

     


    Maturity

     


    Amount

               

    (In Thousands)

                 

    February 2005

     

    7.00% Series

     

    October 2023

     

    $175,000

    April 2005

     

    6.25% Series

     

    January 2021

     

    45,000

    July 2005

     

    6.125% Series

     

    July 2005

     

    100,000

               

    $320,000

    The March 2005 issuance and the April 2005 retirement are not shown on the cash flow statement because the proceeds from the issuance were placed in a trust and never held as cash by Entergy Arkansas.

    In September 2005, Entergy Arkansas purchased its $47 million of 5.05% Series Pope County bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time.

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

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

    In April 2005, Entergy Arkansas renewed its 364-day credit facility through April 30, 2006. In May 2005, Entergy Louisiana entered into a separate credit facility with the same lender. Entergy Arkansas and Entergy Louisiana can each borrow up to $85 million under their respective credit facilities, but at no time can the total amount borrowed under these facilities by the two companies combined exceed $85 million. There were no outstanding borrowings under the Entergy Arkansas credit facility as of December 31, 2005. The Entergy Louisiana facility had $40 million in outstanding borrowings as of December 31, 2005.

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

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

                 

    ($27,346)

     

    $23,561

     

    ($69,153)

     

    $4,279

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

    Short-term borrowings by Entergy Arkansas, including borrowings under the money pool, are limited to an amount authorized by the FERC, which is $250 million. FERC has jurisdiction over these short-term borrowings effective with the repeal of PUHCA 1935 on February 8, 2006 and has issued an order effective through March 31, 2008. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Arkansas' short-term borrowing limits.

    Significant Factors and Known Trends

    Utility Restructuring

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

    Federal Regulation

    System Agreement Proceedings

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

    Transmission

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

    Interconnection Orders

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

    Available Flowgate Capacity Proceeding

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

    Energy Policy Act of 2005

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

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in early 1988, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $19.4 million to Entergy Louisiana.  The proceeds were first applied to the existing regulatory asset, with the remainder causing an increase in pre-tax earnings of $7.4 million at Entergy Arkansas.

    Market and Credit Risks

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

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

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

    State and Local Rate Regulation

    The rates that Entergy Arkansas charges for its services are an important item influencing Entergy Arkansas' financial position, results of operations, and liquidity. Entergy Arkansas is closely regulated and the rates charged to its customers are determined in regulatory proceedings. The APSC, a governmental agency, is primarily responsible for approval of the rates charged to customers. There are no base rate cases pending at this time.

    Entergy Arkansas completed recovery in January 2006 of transition to competition costs through an $8.5 million transition cost recovery rider approved by the APSC that has been in effect since October 2004.

    Entergy Arkansas' fuel costs recovered from customers are also subject to regulatory scrutiny. Refer to Note 2 to the domestic utility companies and System Energy financial statements for fuel recovery and retail rate proceedings.

    Nuclear Matters

    Entergy Arkansas owns and operates, through an affiliate, the ANO 1 and ANO 2 nuclear power plants. Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of either ANO 1 or ANO 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials associated with components within the reactor coolant system. The issue is applicable to ANO and is managed in accordance with industry standard practices and guidelines. Several major modifications to the ANO units have been implemented, with the most recent project being the installation of new steam generators and a new reactor vessel head in the fall of 2005 for ANO 1. A replacement reactor vessel head is being fabricated for ANO 2 at this time. Routine inspections of the ANO 2 reactor vessel head have identified no significant material degradation issues for that component, and will continue at planned refueling outages.

    Entergy Arkansas is planning the replacement of the ANO 2 pressurizer vessel in the fall of 2006 during a planned refueling outage. The replacement project is factored into the 2006 capital spending plan, and is economically justified as a better alternative than repairing flaws in the susceptible materials within that major component.

    Environmental Risks

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

    Critical Accounting Estimates

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

    Nuclear Decommissioning Costs

    Regulations require Entergy Arkansas to decommission the ANO 1 and ANO 2 nuclear power plants after the facilities are taken out of service, and money is collected and deposited in trust funds during the facilities' operating lives in order to provide for this obligation. Entergy Arkansas conducts periodic decommissioning cost studies (typically updated every five years) to estimate the costs that will be incurred to decommission the facilities. The following key assumptions have a significant effect on these estimates:

    • Cost Escalation Factors - Entergy Arkansas' decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor approximating CPI-U. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.
    • Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the effect of these assumptions cannot be determined with precision, assuming use of a "safestore" status can possibly decrease the present value of these obligations.
    • Spent Fuel Disposal - Federal regulations require the DOE to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. Until this site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant effect (as much as 16% of estimated decommissioning costs). These estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.
    • Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant effect on cost estimates. The effect of these potential changes is not presently determinable. Entergy Arkansas' decommissioning cost studies assume current technologies and regulations.

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

    SFAS 143

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

    • Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Arkansas to increase significantly, as Entergy Arkansas had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
    • Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Arkansas' decommissioning studies to date have been based on Entergy Arkansas performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
    • Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

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

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

    In the third quarter of 2005, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability for ANO 2 in accordance with the receipt of approval by the NRC of Entergy Arkansas' application for a life extension for the unit. The revised estimate resulted in an $87.2 million reduction in its decommissioning liability, offset by a corresponding reduction in the related regulatory asset.

    Unbilled Revenue

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

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified, defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2004, 2005, and 2006.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Qualified Pension Cost

     

    Impact on Qualified Projected
    Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $2,055

     

    $23,000

    Rate of return on plan assets

     

    (0.25%)

     

    $1,054

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $972

     

    $5,653

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $663

     

    $3,998

    Discount rate

     

    (0.25%)

     

    $396

     

    $5,138

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for Entergy Arkansas in 2005 was $24.7 million. Entergy Arkansas anticipates 2006 qualified pension cost to increase to $26.2 million. Entergy Arkansas contributed $4.0 million to its qualified pension plans in 2005, and under current law, projects 2006 contributions will be $114 million. This projection may change pending passage of pension reform legislation. In January 2006, $11.8 million was funded. $10 million of the amount funded in January 2006 was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.

    Entergy Arkansas' qualified pension accumulated benefit obligation at December 31, 2005 and 2004 exceeded plan assets. As a result, Entergy Arkansas was required to recognize an additional minimum liability as prescribed by SFAS 87 at December 31, 2005 and 2004. At December 31, 2005, Entergy Arkansas increased its qualified pension additional minimum liability to $146 million from $81 million at December 31, 2004. Entergy Arkansas decreased its intangible asset for the unrecognized prior service cost to $7.6 million at December 31, 2005 from $10.3 million at December 31, 2004. Entergy Arkansas also increased the regulatory asset to $138 million at December 31, 2005 from $70.8 million at December 31, 2004. Net income for 2005, 2004, and 2003 was not impacted.

    Total postretirement health care and life insurance benefit costs for Entergy Arkansas in 2005 were $13.7 million, including $5 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Arkansas expects 2006 postretirement health care and life insurance benefit costs to approximate $15.4 million, including $6.2 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase in postretirement health care and life insurance benefit costs is due to the decrease in the discount rate (from 6.00% to 5.9%) and an increase in the health care cost trend rate used to calculate benefit obligations.

    New Accounting Pronouncements

    In December 2005, Entergy Arkansas implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy Arkansas' obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. The net effect of implementing FIN 47 for Entergy Arkansas was recorded as a regulatory asset, with no resulting effect on Entergy Arkansas' net income. Entergy Arkansas recorded this regulatory asset because its existing rate mechanisms allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. Upon implementation of FIN 47 in December 2005, assets and liabilities increased by $5.4 million as a result of recording the asset retirement obligation at its fair value as determined under FIN 47, increasing utility plant by $0.4 million, increasing accumulated depreciation by $0.3 million, and recording the related regulatory asset of $5.3 million.

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

    We have audited the accompanying balance sheets of Entergy Arkansas, Inc. as of December 31, 2005 and 2004, and the related statements of income, retained earnings, and cash flows (pages 177 through 182 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Arkansas, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 Entergy Arkansas, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

     

    ENTERGY ARKANSAS, INC.
    INCOME STATEMENTS
             
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $1,789,055    $1,653,145    $1,589,670 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   22,151    210,394    153,866 
      Purchased power   755,277    484,849    476,447 
      Nuclear refueling outage expenses   27,892    24,568    23,638 
      Other operation and maintenance   392,777    384,424    402,108 
    Decommissioning   31,205    32,902    35,887 
    Taxes other than income taxes   39,011    35,848    37,385 
    Depreciation and amortization   203,836    206,926    202,497 
    Other regulatory charges (credits) - net   959    (20,501)   (39,347)
    TOTAL   1,473,108    1,359,410    1,292,481 
                 
    OPERATING INCOME   315,947    293,735    297,189 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   11,614    11,737    12,153 
    Interest and dividend income   22,941    10,298    9,790 
    Miscellaneous - net   (2,408)   (6,354)   (4,332)
    TOTAL   32,147    15,681    17,611 
                 
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   78,527    79,521    87,666 
    Other interest - net   6,465    4,909    3,555 
    Allowance for borrowed funds used during construction   (8,482)   (6,288)   (7,726)
    TOTAL   76,510    78,142    83,495 
                 
    INCOME BEFORE INCOME TAXES   271,584    231,274    231,305 
                 
    Income taxes   96,949    89,064    105,296 
                 
    NET INCOME   174,635    142,210    126,009 
                  
    Preferred dividend requirements and other   7,776    7,776    7,776 
                  
    EARNINGS APPLICABLE TO             
    COMMON STOCK   $166,859    $134,434    $118,233 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF CASH FLOWS
         
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $174,635    $142,210    $126,009 
    Adjustments to reconcile net income to net cash flow provided
     by operating activities:
               
      Reserve for regulatory adjustments   (3,231)   3,099    1,739 
      Other regulatory charges (credits) - net   959    (20,501)   (39,347)
      Depreciation, amortization, and decommissioning   235,041    239,828    238,384 
      Deferred income taxes and investment tax credits   102,446    65,847    48,357 
      Changes in working capital:            
        Receivables   6,495    (63,003)   (33,895)
        Fuel inventory   (8,044)   2,424    4,159 
        Accounts payable   64,558    28,282    (28,538)
        Taxes accrued   (33,250)   137,767    48,791 
        Interest accrued   (2,169)   (48)   (6,348)
        Deferred fuel costs   773    6,880    (46,333)
        Other working capital accounts   (13,155)   4,753    (79,331)
      Provision for estimated losses and reserves   (5,904)   (5,172)   8,686 
      Changes in other regulatory assets   71,932    37,668    (54,745)
      Other   (83,375)   (41,022)   176,500 
    Net cash flow provided by operating activities   507,711    539,012    364,088 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (317,112)   (270,427)   (334,556)
    Allowance for equity funds used during construction   11,614    11,737    12,153 
    Nuclear fuel purchases   (72,290)   (8,101)   (60,685)
    Proceeds from sale/leaseback of nuclear fuel   72,290    8,101    60,685 
    Proceeds from nuclear decommissioning trust fund sales   203,772    142,508    147,021 
    Investment in nuclear decommissioning trust funds   (212,966)   (151,368)   (155,300)
    Change in money pool receivable - net   23,561    (23,561)   4,279 
    Changes in other investments - net     1,856    - 
    Other regulatory investments   (197,587)   (3,691)   (6,827)
    Net cash flow used in investing activities   (488,718)   (292,946)   (333,230)
                 
    FINANCING ACTIVITIES            
    Proceeds from the issuance of long-term debt   272,702    59,429    361,726 
    Retirement of long-term debt   (327,516)   (61,856)   (471,040)
    Change in money pool payable - net   27,346    (69,153)   69,153 
    Dividends paid:            
      Common stock   (64,100)   (85,800)   (69,600)
      Preferred stock   (7,776)   (7,776)   (7,776)
    Net cash flow used in financing activities   (99,344)   (165,156)   (117,537)
                 
    Net increase (decrease) in cash and cash equivalents   (80,351)   80,910    (86,679)
                 
    Cash and cash equivalents at beginning of period   89,744    8,834    95,513 
                 
    Cash and cash equivalents at end of period   $9,393    $89,744    $8,834 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $77,821    $78,144    $91,142 
      Income taxes   $33,792    ($103,476)   $2,177 
                 
    See Notes to Respective Financial Statements.            

     

     

    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    ASSETS
             
      December 31,
      2005   2004
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $9,393    $7,133 
      Temporary cash investments - at cost,        
       which approximates market     82,611 
          Total cash and cash equivalents   9,393    89,744 
    Accounts receivable:        
      Customer   115,321    87,131 
      Allowance for doubtful accounts   (15,777)   (11,039)
      Associated companies   30,902    72,472 
      Other   63,702    72,425 
      Accrued unbilled revenues   68,428    71,643 
           Total accounts receivable   262,576    292,632 
    Deferred fuel costs   153,136    5,526 
    Accumulated deferred income taxes     27,306 
    Fuel inventory - at average cost   12,342    4,298 
    Materials and supplies - at average cost   87,875    85,076 
    Deferred nuclear refueling outage costs   30,967    16,485 
    Prepayments and other   9,628    6,154 
    TOTAL   565,917    527,221 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   11,206    11,208 
    Decommissioning trust funds   402,124    383,784 
    Non-utility property - at cost (less accumulated depreciation)   1,449    1,453 
    Other   2,976    2,976 
    TOTAL   417,755    399,421 
              
    UTILITY PLANT        
    Electric   6,344,435    6,124,359 
    Property under capital lease   9,900    17,500 
    Construction work in progress   139,208    226,172 
    Nuclear fuel under capital lease   92,181    93,855 
    Nuclear fuel   22,616    12,201 
    TOTAL UTILITY PLANT   6,608,340    6,474,087 
    Less - accumulated depreciation and amortization   2,843,904    2,753,525 
    UTILITY PLANT - NET   3,764,436    3,720,562 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   61,236    101,658 
      Other regulatory assets   461,015    400,174 
    Deferred fuel costs   51,046    1,842 
    Other   46,605    42,514 
    TOTAL   619,902    546,188 
             
    TOTAL ASSETS   $5,368,010    $5,193,392 
             
    See Notes to Respective Financial Statements.        
     
     
     
    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
      December 31,
      2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $ -   $147,000
    Accounts payable:        
      Associated companies   135,357   68,829
      Other   120,090   89,896
    Customer deposits   45,432   41,639
    Taxes accrued   -   35,874
    Accumulated deferred income taxes   56,186   -
    Interest accrued   19,207   21,376
    Obligations under capital leases   46,857   49,816
    Other   21,836   19,648
    TOTAL   444,965   474,078
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   1,105,712   1,121,623
    Accumulated deferred investment tax credits   64,001   68,452
    Obligations under capital leases   55,224   61,538
    Other regulatory liabilities   76,507   67,362
    Decommissioning   442,115   492,745
    Accumulated provisions   29,073   34,977
    Long-term debt   1,298,238   1,191,763
    Other   306,034   237,447
    TOTAL   3,376,904   3,275,907
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   116,350   116,350
    Common stock, $0.01 par value, authorized 325,000,000        
     shares; issued and outstanding 46,980,196 shares in 2005        
     and 2004   470   470
    Paid-in capital   591,102   591,127
    Retained earnings   838,219   735,460
    TOTAL   1,546,141   1,443,407
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $5,368,010   $5,193,392
             
    See Notes to Respective Financial Statements.        
             

     

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF RETAINED EARNINGS
     
      For the Years Ended December 31,
      2005   2004   2003
      (In Thousands)
               
    Retained Earnings, January 1 $735,460   $686,826   $638,193
               
      Add:          
        Net income 174,635   142,210   126,009
               
      Deduct:          
        Dividends declared:          
          Preferred stock 7,776   7,776   7,776
          Common stock 64,100   85,800   69,600
              Total 71,876   93,576   77,376
               
    Retained Earnings, December 31 $838,219   $735,460   $686,826
               
               
    See Notes to Respective Financial Statements.          

     

    ENTERGY ARKANSAS, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands)
                         
    Operating revenues   $1,789,055   $1,653,145   $1,589,670   $1,561,110   $1,776,776
    Net Income   $174,635   $142,210   $126,009   $135,643   $178,185
    Total assets   $5,368,010   $5,193,392   $5,058,078   $4,569,511   $4,451,580
    Long-term obligations (1)   $1,353,462   $1,253,301   $1,406,026   $1,246,567   $1,417,262
                         
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    Electric Operating Revenues:                    
      Residential   $620   $539   $526   $556   $586
      Commercial   348   305   291   304   330
      Industrial   362   318   305   330   371
      Governmental   18   16   15   15   16
        Total retail   1,348   1,178   1,137   1,205   1,303
      Sales for resale:                    
        Associated companies   192   250   234   165   240
        Non-associated companies   211   186   188   164   201
      Other   38   39   31   27   33
        Total   $1,789   $1,653   $1,590   $1,561   $1,777
    Billed Electric Energy Sales (GWh):                    
      Residential   7,653   7,028   7,057   7,050   6,918
      Commercial   5,730   5,428   5,328   5,221   5,162
      Industrial   7,334   7,004   6,999   7,074   7,052
      Governmental   288   275   266   255   245
        Total retail   21,005   19,735   19,650   19,600   19,377
      Sales for resale:                    
        Associated companies   4,555   7,437   7,036   6,811   7,217
        Non-associated companies   4,103   4,911   5,399   5,069   4,909
          Total   29,663   32,083   32,085   31,480   31,503
                         
                         

     

     

    ENTERGY GULF STATES, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Rita and Hurricane Katrina

    9; In August and September 2005, Hurricanes Katrina and Rita hit Entergy Gulf States' service territory in the Texas and Louisiana jurisdictions. The storms resulted in power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations. Total restoration costs for the repair or replacement of Entergy Gulf States' electric and gas facilities damaged by Hurricanes Katrina and Rita and business continuity costs are estimated to be $575 million, the majority of which is due to Hurricane Rita. The estimated costs include $289.8 million in construction expenditures and $285.2 million recorded as regulatory assets. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales.

    Entergy Gulf States has recorded accruals for the portion of the estimated storm restoration costs not yet paid.  In accordance with its accounting policies, and based on historic treatment of such costs in its service territories and communications with local regulators, Entergy Gulf States recorded assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. In December 2005, Entergy Gulf States filed with the LPSC for interim recovery of storm restoration costs. The filing is discussed below in "Significant Factors and Known Trends." Because Entergy Gulf States has not gone through the regulatory process regarding these storm costs, however, there is an element of risk, and Entergy is unable to predict with certainty the degree of success it may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, or the timing of such recovery.

    Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for Hurricane Rita and Hurricane Katrina, and, as noted above, pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through Underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence, and Entergy has been notified by OIL that it expects claims for Hurricane Katrina to materially exceed this limit. Entergy is currently evaluating the amount of the covered losses for Entergy and each of the affected domestic utility companies, working with insurance adjusters, and preparing proofs of loss for Hurricanes Katrina and Rita. Entergy Gulf States currently estimates that its net insurance recoveries for the losses caused by the hurricanes, including the effect of the OIL aggregation limit being exceeded, will be approximately $95 million.

    In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided to publicly owned utilities. It is uncertain how much funding, if any, will be designated for utility reconstruction and the timing of such decisions is also uncertain. Entergy is currently preparing applications to seek Community Development Block Grant funding.

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income increased $14.2 million primarily due to higher net revenue and lower interest expense, partially offset by lower other income and higher taxes other than income taxes.

    2004 Compared to 2003

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

    • the $107.7 million accrual ($65.6 million net-of-tax) in June 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs;
    • the $21.3 million net-of-tax cumulative effect of accounting change in 2003 due to the implementation of SFAS 143. See "Critical Accounting Estimates" below for more information on the implementation of SFAS 143;
    • an increase of $39.7 million (pre-tax) in net revenue, as discussed below;
    • miscellaneous income of $27.7 million (pre-tax) resulting from a revision of the decommissioning liability for River Bend and of $10 million (pre-tax) resulting from a reduction in the loss provision for an environmental clean-up site, both of which occurred in 2004 and are discussed below;
    • a decrease of $23.2 million (pre-tax) in interest charges on long-term debt, as discussed below; and
    • a decrease of $12.0 million (pre-tax) in other operation and maintenance expenses, as discussed below.

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

    Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy Gulf States' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2005 to 2004.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2004 net revenue

     

    $1,149.8 

    Price applied to unbilled electric sales

     

    44.2 

    Rate refund provisions

     

    22.1 

    Base rates

     

    8.4 

    Net wholesale revenue

     

    (14.7)

    Volume/weather

     

    (13.4)

    Other

     

    (4.7)

    2005 net revenue

     

    $1,191.7 

    The price applied to unbilled electric sales variance is due to an increase in the fuel cost component of the price applied to unbilled sales in 2005. The fuel cost component is higher because of an increase in natural gas costs. The increase was also due to an increase in the base price applied to unbilled sales in both the Louisiana and Texas jurisdictions. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues.

    The rate refund provisions variance is due to provisions recorded in 2004 for potential rate actions and refunds.

    The increase in electric base rates is due to the implementation of the LPSC formula rate plan rate increase effective with the first billing cycle of October 2005. The rate increase which is subject to refund is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

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

    The volume/weather variance is primarily due to decreased usage primarily during the unbilled sales period and decreased weather-adjusted usage on billed sales primarily due to the effects of Hurricanes Katrina and Rita. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues. The decrease was partially offset by more favorable weather on billed sales compared to 2004.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to:

    • an increase of $237.4 million in fuel cost recovery revenues due to higher fuel rates;
    • an increase of $161.4 million in gross wholesale revenue primarily due to increased sales to affiliated systems and municipal and co-op customers;
    • an increase of $44.2 million in the price applied to unbilled electric sales, as discussed above; and
    • a decrease of $22.1 million in rate refund provisions, as discussed above.

    Fuel and purchased power expenses increased primarily due to an increase in the market prices of natural gas and purchased power.

    2004 Compared to 2003

    Net revenue, which is Entergy Gulf States' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $1,110.1 

    Volume/weather

     

    26.7 

    Net wholesale revenue

     

    13.0 

    Summer capacity charges

     

    5.5 

    Price applied to unbilled sales

     

    4.8 

    Fuel recovery revenues

     

    (14.2)

    Other

     

    3.9 

    2004 net revenue

     

    $1,149.8 

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

    The increase in net wholesale revenue is primarily due to an increase in sales volume to municipal and co-op customers.

    The summer capacity charges variance is due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of the amortization in 2004. The amortization of these capacity charges began in June 2002 and ended in May 2003.

    The price applied to unbilled sales variance resulted primarily from an increase in the fuel price applied to unbilled sales.

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

    Entergy Gulf States recorded $22.6 million of provisions in 2004 for potential rate refunds. These provisions are not included in the Net Revenue table above because they are more than offset by provisions recorded in 2003.

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

    Gross operating revenues increased primarily due to an increase of $187.8 million in fuel cost recovery revenues as a result of higher fuel rates in both the Louisiana and Texas jurisdictions. The increases in volume/weather and wholesale revenue, discussed above, also contributed to the increase.

    Fuel and purchased power expenses increased primarily due to:

    • increased recovery of deferred fuel costs due to higher fuel rates;
    • increases in the market prices of natural gas, coal, and purchased power; and
    • an increase in electricity usage, discussed above.

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

    Other Income Statement Variances

    2005 Compared to 2004

    Taxes other than income taxes increased primarily due to higher ad valorem, franchise, and employment taxes. Ad valorem taxes increased primarily due to the increase in fuel-based revenues.

    Depreciation and amortization expenses increased primarily due to an increase in plant in service as well as a change in 2004 in the estimated salvage values of certain depreciable assets.

    Other income decreased primarily due to miscellaneous income - net, which decreased $35.3 million as a result of the following:

    • a revision in 2004 to the estimated decommissioning cost liability for River Bend in accordance with a new decommissioning cost study that reflected a life extension for the plant. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million; and
    • a reduction of $10.1 million in 2004 in the loss provision for an environmental clean-up site.

    The decrease in other income was partially offset by an increase in interest and dividend income primarily due to proceeds received from the radwaste settlement discussed below in "Significant Factors and Known Trends - Central States Compact Claim" and an increase in AFUDC as a result of an increase in construction work in progress.

    Interest on long-term debt decreased primarily due to the net retirement of $357 million of long-term debt in 2004, partially offset by the net issuance of $363.6 million of long-term debt issued in 2005. See "Liquidity and Capital Resources - Sources of Capital" below for tables of Entergy Gulf States' long-term debt issuances and retirements.

    2004 Compared to 2003

    Other operation and maintenance expenses decreased primarily due to:

    • voluntary severance program accruals of $22.5 million in 2003; and
    • a decrease of $4.3 million in nuclear material and labor costs due to reduced staff in 2004.

    The decrease was partially offset by the following:

    • an increase of $8.5 million in benefit and payroll costs; and
    • an increase of $5 million in customer service support costs.

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

    • the $107.7 million accrual in June 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs;
    • the River Bend decommissioning cost liability revision made in accordance with a new decommissioning cost study that reflected an expected life extension for the plant. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million; and
    • a reduction of approximately $10 million in the loss provision related to an environmental clean-up site.

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

    Income Taxes

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

     

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $6,974 

    $206,030 

    $318,404 

    Cash flow provided by (used in):

    Operating activities

    61,993 

    520,384 

    477,186 

    Investing activities

    (577,859)

    (319,990)

    (497,862)

    Financing activities

    534,265 

    (399,450)

    (91,698)

    Net increase (decrease) in cash and cash equivalents

    18,399 

    (199,056)

    (112,374)

    Cash and cash equivalents at end of period

    $25,373 

    $6,974 

    $206,030 

    Operating Activities

    Cash flow from operations decreased by $458.4 million in 2005 compared to 2004 primarily due to:

    • increases in the deferred fuel costs and account receivables balances because of the effects of Hurricanes Katrina and Rita, along with an increase in fuel prices;
    • storm restoration spending due to Hurricanes Katrina and Rita;
    • the refund of $76 million to retail electricity customers per the March 2005 settlement approved by the LPSC; and
    • a tax payment of $14.5 million in 2005 compared to a tax benefit of $28.2 million in 2004.

    Cash flow from operations increased by $43.2 million in 2004 compared to 2003 primarily due to decreased vendor payments, increased recovery of deferred fuel costs, and lower interest payments.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    In addition to the direct costs caused by the storms, Hurricanes Katrina and Rita have had other impacts that have affected Entergy Gulf States' liquidity position. The Entergy New Orleans bankruptcy caused fuel and power suppliers to increase their scrutiny of the remaining domestic utility companies with the concern that one of them could suffer similar impacts, particularly after Hurricane Rita. As a result, some suppliers began requiring accelerated payments and decreased credit lines. In addition, the hurricanes damaged certain gas supply lines, thereby decreasing the number of potential suppliers. The hurricanes also exacerbated a market run-up in natural gas and power prices, thereby increasing Entergy Gulf States' ongoing costs, which consumed available credit lines more quickly and in some instances required the posting of additional collateral. Entergy managed through these events thus far, adequately supplied Entergy Gulf States with fuel and power, and as a result of steps taken by it regarding its storm costs expects to have adequate liquidity and credit to continue supplying Entergy Gulf States with fuel and power.

    Investing Activities

    Net cash used in investing activities increased $257.9 million in 2005 compared to 2004 primarily due to money pool activity, an increase in under-recovered fuel and purchased power expenses of $102.6 million in Texas that have been deferred and are expected to be collected over a period greater than twelve months, and the maturity in 2004 of $23.6 million of other investments that provided cash in 2004. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

    Capital expenditures made during 2005 as a result of Hurricane Rita and Hurricane Katrina were $121.8 million.

    Net cash used in investing activities decreased $177.9 million in 2004 compared to 2003 primarily due to money pool activity and the maturity in 2004 of $23.6 million of other temporary investments that had been made in 2003, which provided cash in 2004. Also contributing to the decrease was a $27.2 million decrease in under-recovered fuel and purchased power expenses in Texas that have been deferred and are expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

    Financing Activities

    Financing activities provided cash of $534.3 million in 2005 compared to using cash of $399.5 million in 2004 primarily due to the capital contribution of $300 million received from Entergy Corporation and the net issuance of $363.6 million of long-term debt in 2005 compared to the net retirement of $357 million of long-term debt in 2004. See "Sources of Capital" below for tables of Entergy Gulf States' long-term debt issuances and retirements.

    Net cash used in financing activities increased $307.8 million in 2004 compared to 2003 primarily due to the net retirement of $357 million of long-term debt in 2004 compared to $15.4 million in 2003, in addition to money pool activity and an increase of $26.2 million in common stock dividends paid.

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

    Capital Structure

    Entergy Gulf States' capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital percentage as of December 31, 2005 is primarily the result of an increase in shareholders' equity due to an increase in paid-in capital resulting from the capital contribution of $300 million received from Entergy Corporation and an increase in retained earnings, partially offset by increased debt outstanding.

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    51.4%

     

    53.1%

    Effect of subtracting cash from debt

     

    0.2%

     

    -   

    Debt to capital

     

    51.6%

     

    53.1%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, preferred stock with sinking fund, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Gulf States 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' financial condition.

    Uses of Capital

    Entergy Gulf States requires capital resources for:

    • construction and other capital investments;
    • debt and preferred stock maturities;
    • working capital purposes, including the financing of fuel and purchased power costs; and
    • dividend and interest payments.

    Following are the amounts of Entergy Gulf States' planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

     

    2006

     

    2007-2008

     

    2009-2010

     

    after 2010

     

    Total

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

      capital investment (1)

    $191

     

    $513

     

    N/A

     

    N/A

     

    $704

    Long-term debt

    $-

     

    $675

     

    $347

     

    $1,336

     

    $2,358

    Operating leases

    $25

     

    $29

     

    $19

     

    $-

     

    $73

    Purchase obligations (2)

    $180

     

    $91

     

    $5

     

    $-

     

    $276

    Other long-term liabilities

    $3

     

    $7

     

    $2

     

    -

     

    $12

    Nuclear fuel lease obligations (3)

    $34

     

    $21

     

    N/A

     

    N/A

     

    $55

    (1)

    Includes approximately $172 to $203 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

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

    (3)

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

    In addition to the planned spending in the table above, Entergy Gulf States also expects to make $139 million of payments in 2006 related to Hurricane Katrina and Rita restoration work. Also, Entergy Gulf States expects to contribute $22.1 million to its pension plans and $14 million to other postretirement plans in 2006.

    The planned capital investment estimate for Entergy Gulf States reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

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

    Sources of Capital

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

    • internally generated funds;
    • cash on hand;
    • debt or preferred stock issuances; and
    • bank financing under new or existing facilities.

    The following table lists First Mortgage Bonds issued by Entergy Gulf States in 2005:

    Issue Date

     

    Description

     

    Maturity

     

    Amount

               

    (In Thousands)

                 

    February 2005

     

    6.18% Series

     

    March 2035

     

    $85,000 

    May 2005

     

    5.7% Series

     

    June 2015

     

    200,000 

    July 2005

     

    5.12% Series

     

    August 2010

     

    100,000 

    September 2005

     

    Libor + .75% Series

     

    October 2006

     

    200,000 

    December 2005

     

    Libor + .75% Series

     

    December 2008

     

    350,000 

             

    $935,000 

    The following table lists long-term debt retired by Entergy Gulf States in 2005:

    Retirement Date

     

    Description

     

    Maturity

     

    Amount

               

    (In Thousands)

                 

    March 2005

     

    8.75% Series Junior Subordinated
      Deferrable Interest Debentures

     

    March 2046

     

    $87,629 

    May 2005

     

    9.0% West Feliciana Parish bonds

     

    May 2015

     

    45,000 

    May 2005

     

    7.5% West Feliciana Parish bonds

     

    May 2015

     

    41,600 

    June 2005

     

    7.7% West Feliciana Parish bonds

     

    December 2014

     

    94,000 

    August 2005

     

    6.77% Series First Mortgage Bonds

     

    August 2005

     

    98,000 

    December 2005

     

    Libor + .75% Series

     

    October 2006

     

    200,000 

               

    $566,229 

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

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

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

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

     

     

     

     

     

     

     

    $64,011

     

    ($59,720)

     

    $69,354

     

    $18,131

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

    Prior to February 8, 2006, borrowings and securities issuances by Entergy Gulf States were limited to amounts authorized by the SEC. Effective with repeal of PUHCA 1935 on that date, the FERC, under the Federal Power Act, has jurisdiction over all of the securities issuances by Entergy Gulf States. After the effective date of PUHCA 1935 repeal, the FERC has issued two orders authorizing long and short-term securities issuances by Entergy Gulf States. The short-term authority extends through March 31, 2008 in an aggregate amount, at any one time outstanding, of up to $350 million.

    Significant Factors and Known Trends

    Transition to Retail Competition

    Texas

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

    • the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States requested authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC.
    • the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory.
    • the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.

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

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

    In June 2005, a Texas law was enacted which provides that:

    • Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT (discussed below);
    • the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
    • Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification (discussed below);
    • Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
    • Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
    • Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed below in "State and Local Rate Regulation," in July 2005 Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
    • Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges (as discussed below in "State and Local Rate Regulation," in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs).

    Entergy Gulf States made the January 2006 filing regarding the identification of power region(s) required by the 2005 legislation, and based on the statutory requirements for the certification of a qualified power region (QPR), previous PUCT rulings, and Entergy Gulf States' geographical location, Entergy Gulf States identified three potential power regions:

    1. Electric Reliability Council of Texas (ERCOT) as the power region and Independent Organization (IO);
    2. Southwest Power Pool (SPP) as the power region and IO; and
    3. the Entergy market as the power region and the Independent Coordinator of Transmission (ICT) as the IO.

    Based on previous rulings of the PUCT, and absent reconsideration of those rulings, Entergy Gulf States believes that the third alternative - an ICT operating in Entergy's market area - is not likely to be a viable QPR alternative at this time. Accordingly, while noting this alternative, Entergy Gulf States' filing focuses on the first two alternatives, which are expected to meet the statutory requirements for certification so long as certain key implementation issues can be resolved. Entergy Gulf States' filing enumerated and discussed the corresponding steps and a high-level schedule associated with certifying either of these two power regions.

    Entergy Gulf States' filing does not make a recommendation between ERCOT and the SPP as a power region. Rather, the filing discusses the major issues that must be resolved for either of those alternatives to be implemented. In the case of ERCOT, the major issue is the cost and time related to the construction of facilities to interconnect Entergy Gulf States' Texas operations with ERCOT, while addressing the interest of Entergy Gulf States' retail customers and certain wholesale customers in access to generation outside of Texas. With respect to the SPP, the major issue is the development of protocols that would ultimately be necessary to implement retail open access.

    Entergy Gulf States recommended that the PUCT open a project for the purpose of involving stakeholders in the selection of the single power region that Entergy Gulf States should request for certification. Entergy Gulf States notes that House Bill 1567 also directs Entergy Gulf States to file a transition to competition filing no later than January 1, 2007. The contents of the January 1, 2007 filing will be affected by the power region selected. Accordingly, Entergy Gulf States recommended that the goal of the project should be to reach consensus on a power region in a timely manner to inform Entergy Gulf States' January 1, 2007 filing.

    Jurisdictional Separation Plan

    Pursuit of Entergy Gulf States' business separation plan mandated by Texas law in connection with retail open access in the Texas service territory has been complicated by the existence of retail operations in Louisiana subject to the jurisdiction of the LPSC. During the course of Entergy Gulf States' retail open access proceedings with the PUCT, the LPSC has been holding independent proceedings concerning the proposed separation of Entergy Gulf States' business. Unlike the plan filed with the PUCT in 2000 (and amended through 2001) to separate Entergy Gulf States' Texas generation, transmission, distribution, and retail electric functions into separate companies, the investigation recently initiated in the LPSC proceedings is evaluating a jurisdictional split of Entergy Gulf States into a Louisiana company and a Texas company. In a status conference held in September 2004 before an ALJ, the LPSC staff asserted that uncertainty with respect to retail open access in Texas should not control whether or when the LPSC should require the jurisdictional separation of Entergy Gulf States and recommended that an investigation concerning the proposed jurisdictional separation proceed. Entergy Gulf States submitted a preliminary methodology developed by Entergy for the jurisdictional separation of Entergy Gulf States if the regulators should determine that a jurisdictional separation is in the public interest. Although it contains many components that are similar to those set forth in the business separation plan filed with the PUCT, the preliminary methodology filed with the LPSC provides for the separation of Entergy Gulf States into a Louisiana vertically integrated utility company and a Texas vertically integrated utility company; rather than the separation of Entergy Gulf States' Texas generation, transmission, distribution, and retail electric functions into separate companies as is envisioned in the plan filed with the PUCT. At a status conference in December 2005, the ALJ set a new procedural schedule which provides for a hearing to be held in August 2006. Approvals of the FERC, the SEC, the PUCT, and the NRC may also be required for certain matters before any implementation of the jurisdictional separation of Entergy Gulf States.

    Louisiana

    In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study performed by the Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were filed with the LPSC in January 2005. A technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not in the public interest.

    State and Local Rate Regulation

    The rates that Entergy Gulf States charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy Gulf States is closely regulated and the rates charged to its customers are determined in regulatory proceedings. Governmental agencies, the LPSC and the PUCT, are primarily responsible for approval of the rates charged to customers.

    In December 2005, Entergy Gulf States filed with the LPSC for interim recovery of $141 million of storm costs.  The filing proposes implementing an $18.7 million annual interim surcharge, including carrying charges, effective March 2006 based on a ten-year recovery period.  The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid.  Hearings occurred in February 2006.  The LPSC ordered that Entergy Gulf States recover $850,000 per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Gulf States' interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $6 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Gulf States of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $6 million cap is reached.  Beginning in September 2006, Entergy Gulf States' interim storm cost recovery of $850,000 per month shall be through base rates.  In addition, all excess earnings that Entergy Gulf States may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.  The formula rate plan is discussed in Note 2 to the domestic utility companies and System Energy financial statements.  

    In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits of $76 million to retail electricity customers in Entergy Gulf States' Louisiana service territory. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews. The credits were issued in connection with April 2005 billings. Entergy Gulf States previously reserved for the approximate refund amounts.

    The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside the allowed range of 9.9% to 11.4% will be allocated 60% to the customers and 40% to Entergy Gulf States. Entergy Gulf States initial formula rate plan filing is discussed below. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States.

    In June 2005, the Alliance for Affordable Energy and an individual plaintiff filed an appeal of the settlement in the 19th Judicial District Court for the parish of East Baton Rouge, Louisiana. The plaintiffs dismissed the appeal with prejudice in December 2005.

    In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. A revision to the filing was made in September 2005 resulting in a $37.2 million base rate increase effective with the first billing cycle of October 2005, subject to refund. The base rate increase consists of two components. The first is a base rate increase of approximately $21.1 million due to the formula rate plan 2004 test year revenue requirement. The second component of the increase is the recovery of the annual revenue requirement of $16.1 million associated with the purchase of power from the Perryville generating station, which purchase was approved by the LPSC. A final order from the LPSC is expected by the second quarter of 2006.

    Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed above under "Transition to Retail Competition." The rider requested $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States reached an initial agreement with parties that the date upon which cost recovery and cost reconciliation would begin is September 1, 2005.  A further non-unanimous settlement was reached with most of the parties that allowed for the rider to be implemented effective December 1, 2005 and collect $18 million annually. The settlement also provides for a fuel reconciliation to be filed by Entergy Gulf States by May 15, 2006 that will resolve the remaining issues in the case with the exception of the amount of purchased power in current base rates and the costs to which load growth is attributed, both of which were settled. The hearing with respect to the non-unanimous settlement, which was opposed by the Office of Public Utility Counsel, was conducted on October 19, 2005 before the ALJ, who issued a Proposal for Decision supporting the settlement. In December 2005, the PUCT approved the settlement. The amounts collected by the purchased capacity recovery rider are subject to reconciliation.

    The recently passed Texas legislation also allowed Entergy Gulf States to file for recovery of reasonable and necessary transition to competition costs. Entergy Gulf States filed with the PUCT in August 2005 an application for recovery of such costs. Entergy Gulf States requested recovery of $189 million in transition to competition costs through implementation of a 15-year rider to be effective no later than March 1, 2006. The $189 million represents transition to competition costs Entergy Gulf States incurred from June 1, 1999 through June 17, 2005 in preparing for competition in its service area, including attendant AFUDC, and all carrying costs projected to be incurred on the transition to competition costs through February 28, 2006. The $189 million is before any gross-up for taxes or carrying costs over the 15-year recovery period. Entergy Gulf States has reached a unanimous settlement agreement in principle on all issues with the active parties in the transition to competition cost recovery case. The agreement in principle allows Entergy Gulf States to recover $14.5 million per year in transition to competition costs over a 15-year period. Entergy Gulf States implemented interim rates based on this revenue level on March 1, 2006, subject to refund. Entergy Gulf States expects that the PUCT will consider the formal settlement document, which is currently being developed, in the second quarter 2006.

    In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

    In January 2006, Entergy Gulf States filed with the LPSC its gas rate stabilization plan. The filing showed a revenue deficiency of $4.1 million based on an ROE mid-point of 10.5%. Approval by the LPSC and implementation is not expected until the second quarter of 2006.

    Federal Regulation

    System Agreement Proceedings

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

    Transmission

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

    Interconnection Orders

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

    Available Flowgate Capacity Proceeding

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

    Energy Policy Act of 2005

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

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in early 1988, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $19.4 million to Entergy Louisiana.  The proceeds were first applied to the existing regulatory asset, with the remainder causing an increase in pre-tax earnings of $16.7 million at Entergy Gulf States.

    Industrial, Commercial, and Wholesale Customers

    Entergy Gulf States' large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Gulf States' industrial customer base. Entergy Gulf States responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Entergy Gulf States actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers. Entergy Gulf States does not currently expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Gulf States' marketing efforts in retaining industrial customers.

    Market and Credit Risks

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

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

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

    Nuclear Matters

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

    Environmental Risks

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

    Litigation Risks

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

    Critical Accounting Estimates

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

    Nuclear Decommissioning Costs

    Regulations require Entergy Gulf States to decommission the River Bend nuclear power plant after the facility is taken out of service, and money is collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. Entergy Gulf States conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. The following key assumptions have a significant effect on these estimates:

    • Cost Escalation Factors - Entergy Gulf States' decommissioning study includes an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately CPI-U to 4.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.
    • Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the effect of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can possibly decrease the present value of these obligations.
    • Spent Fuel Disposal - Federal regulations require the DOE to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. Until this site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant effect (as much as 16% of estimated decommissioning costs). Entergy Gulf States' decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.
    • Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant effect on cost estimates. The effect of these potential changes is not presently determinable. Entergy Gulf States' decommissioning cost studies assume current technologies and regulations.

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

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

    SFAS 143

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

    • Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Gulf States to increase significantly, as Entergy Gulf States had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
    • Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Gulf States' decommissioning studies had been based on Entergy Gulf States performing the work and did not include any such margins or premiums.
    • Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

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

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $166.4 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $49.6 million reduction in non-utility property, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million ($17 million net-of-tax).

    Application of SFAS 71

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

    Entergy Gulf States' financial statements primarily reflect assets and costs based on existing cost-based ratemaking regulation in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Under traditional ratemaking practice, Entergy Gulf States is granted a geographic franchise to sell electricity. In return, Entergy Gulf States must make investments and incur obligations to serve customers. Prudently incurred costs are recovered from customers along with a return on investment. Regulators may require Entergy Gulf States to defer collecting from customers some operating costs until a future date. These deferred costs are recorded as regulatory assets in the financial statements. In order to continue applying SFAS 71 to its financial statements, Entergy Gulf States' rates must be set on a cost-of-service basis by an authorized body and the rates must be charged to and collected from customers.

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

    Unbilled Revenue

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

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in both 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2004, 2005, and 2006.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Qualified Pension Cost

     

    Impact on Qualified Projected
    Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $1,650

     

    $18,434

    Rate of return on plan assets

     

    (0.25%)

     

    $1,160

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $789

     

    $4,622

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $817

     

    $4,628

    Discount rate

     

    (0.25%)

     

    $493

     

    $5,424

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for Entergy Gulf States in 2005 was $4.3 million. Entergy Gulf States anticipates 2006 qualified pension cost to increase to $6.7 million. Entergy Gulf States contributed $14.8 million to its qualified pension plans in 2005, and under current law, project 2006 contributions will be $22 million. This projection may change pending passage of pension reform legislation. In January 2006, $8.2 million was funded. This contribution was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.

    Entergy Gulf States' qualified pension accumulated benefit obligation at December 31, 2005, exceeded plan assets. As a result, Entergy Gulf States' was required to recognize an additional minimum liability as prescribed by SFAS 87 at December 31, 2005. At December 31, 2005, Entergy Gulf States' recorded an additional minimum liability for its qualified pension plans of $16.4 million, a regulatory asset of $11.2 million, an intangible asset for the unrecognized prior service cost of $3.2 million, and accumulated other comprehensive income of $1.7 million net-of-tax. At December 31, 2004, Entergy Gulf States' accumulated benefit obligation was less than plan assets, therefore, there was no additional minimum pension liability required to be recognized. Net income for 2005, 2004, and 2003 was not impacted.

    Total postretirement health care and life insurance benefit costs for Entergy Gulf States in 2005 were $15.2 million, including $4.7 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Gulf States expects 2006 postretirement health care and life insurance benefit costs to be approximately $14.7 million, including $5.3 million in savings due to the estimated effect of future Medicare Part D subsidies.

    New Accounting Pronouncements

    In December 2005, Entergy Gulf States implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy Gulf States' obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. The net effect of implementing FIN 47 for the rate-regulated business of Entergy Gulf States was recorded as a regulatory asset, with no resulting effect on Entergy Gulf States' net income. Entergy Gulf States recorded this regulatory asset because its existing rate mechanisms allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. Upon implementation of FIN 47 in December 2005, assets increased by $8.1 million and liabilities increased by $9.5 million as a result of recording the asset retirement obligation at its fair value as determined under FIN 47, increasing utility plant by $0.9 million, increasing accumulated depreciation by $0.6 million, and recording the related regulatory asset of $7.8 million. The implementation of FIN 47 for the portion of Entergy Gulf States not subject to cost-based ratemaking decreased earnings by $0.9 million net-of-tax.

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

    We have audited the accompanying balance sheets of Entergy Gulf States, Inc. as of December 31, 2005 and 2004, and the related statements of income; of retained earnings, comprehensive income, and paid-in capital; and of cash flows (pages 205 through 210 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Gulf States, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 Entergy Gulf States, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

    ENTERGY GULF STATES, INC.
    INCOME STATEMENTS
     
      For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $3,289,511    $2,821,296    $2,579,916 
    Natural gas   77,660    61,088    59,821 
    TOTAL   3,367,171    2,882,384    2,639,737 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   829,151    772,914    693,612 
      Purchased power   1,353,108    969,779    838,498 
      Nuclear refueling outage expenses   18,151    15,969    14,045 
      Other operation and maintenance   445,326    445,413    457,428 
    Decommissioning   9,483    13,645    14,268 
    Taxes other than income taxes   125,263    118,081    117,009 
    Depreciation and amortization   202,128    197,234    199,583 
    Other regulatory credits - net   (6,799)   (10,070)   (2,476)
    TOTAL   2,975,811    2,522,965    2,331,967 
                 
    OPERATING INCOME   391,360    359,419    307,770 
                 
    OTHER INCOME (DEDUCTIONS)            
    Allowance for equity funds used during construction   18,757    13,027    15,855 
    Interest and dividend income   21,375    15,753    17,902 
    Miscellaneous - net   910    36,180    (109,389)
    TOTAL   41,042    64,960    (75,632)
                 
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   116,633    125,356    148,516 
    Other interest - net   10,155    8,242    8,827 
    Allowance for borrowed funds used during construction   (11,153)   (9,771)   (13,349)
    TOTAL   115,635    123,827    143,994 
                 
    INCOME BEFORE INCOME TAXES AND            
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE   316,767    300,552    88,144 
                 
    Income taxes   110,270    108,288    24,249 
                 
    INCOME BEFORE CUMULATIVE EFFECT            
    OF ACCOUNTING CHANGE   206,497    192,264    63,895 
                 
    CUMULATIVE EFFECT OF ACCOUNTING            
    CHANGE (net of income taxes of $12,713)       (21,333)
                 
    NET INCOME   206,497    192,264    42,562 
                 
    Preferred dividend requirements and other   4,201    4,472    4,701 
                 
    EARNINGS APPLICABLE TO            
    COMMON STOCK   $202,296    $187,792    $37,861 
                 
    See Notes to Respective Financial Statements.            

     

     

     

     

     

     

     

     

     

     

     

     

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    ENTERGY GULF STATES, INC.
    STATEMENTS OF CASH FLOWS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $206,497    $192,264    $42,562 
    Adjustments to reconcile net income to net cash flow provided
     by operating activities:
               
      Reserve for regulatory adjustments   (64,802)   24,112    12,605 
      Other regulatory credits - net   (6,799)   (10,070)   (2,476)
      Depreciation, amortization, and decommissioning   211,611    210,879    213,851 
      Deferred income taxes and investment tax credits   404,793   57,908    37,287 
      Cumulative effect of accounting change   -    -    21,333 
      Changes in working capital:            
        Receivables   (147,085)   (54,580)   (45,186)
        Fuel inventory   (10,538)   1,205    (1,469)
        Accounts payable   99,581    126    (17,013)
        Taxes accrued   (272,308)   99,955    12,618 
        Interest accrued   1,596    (3,834)   (1,900)
        Deferred fuel costs   (87,594)   78,200    59,165 
        Other working capital accounts   8,142    7,426    11,874 
      Provision for estimated losses and reserves   (3,979)   (13,844)   115,878 
      Changes in other regulatory assets   (219,172)   (10,060)   3,983 
      Other   (57,950)   (59,303)   14,074 
    Net cash flow provided by operating activities   61,993    520,384    477,186 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (370,521)   (357,720)   (348,507)
    Allowance for equity funds used during construction   18,757    13,027    15,855 
    Nuclear fuel purchases   (1,297)   (45,085)   (39,959)
    Proceeds from sale/leaseback of nuclear fuel   491    38,800    38,029 
    Proceeds from nuclear decommissioning trust fund sales   38,070    29,185    46,027 
    Investment in nuclear decommissioning trust funds   (51,178)   (41,255)   (57,455)
    Change in money pool receivable - net   (64,011)   69,354    (51,223)
    Changes in other investments - net   4,343    23,579    (23,579)
    Other regulatory investments   (152,513)   (49,875)   (77,050)
    Net cash flow used in investing activities   (577,859)   (319,990)   (497,862)
                 
    FINANCING ACTIVITIES            
    Proceeds from the issuance of long-term debt   929,782    472,039    1,032,682 
    Retirement of long-term debt   (566,229)   (829,000)   (1,048,129)
    Proceeds from a capital contribution   300,000    -    - 
    Change in money pool payable - net   (59,720)   59,720    - 
    Redemption of preferred stock   (3,450)   (3,450)   (3,450)
    Dividends paid:            
      Common stock   (61,900)   (94,300)   (68,100)
      Preferred stock   (4,218)   (4,459)   (4,701)
    Net cash flow provided by (used in) financing activities   534,265    (399,450)   (91,698)
                 
    Net increase (decrease) in cash and cash equivalents   18,399    (199,056)   (112,374)
                 
    Cash and cash equivalents at beginning of period   6,974    206,030    318,404 
                 
    Cash and cash equivalents at end of period   $25,373    $6,974    $206,030 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $117,075    $130,491    $152,655 
      Income taxes   $14,450    ($28,169)   ($30,987)
                 
    See Notes to Respective Financial Statements.            

     

    ENTERGY GULF STATES, INC.
    BALANCE SHEETS
    ASSETS
           
          December 31,
      2005   2004
      (In Thousands)
           
    CURRENT ASSETS          
    Cash and cash equivalents:          
      Cash     $7,341    $5,627 
      Temporary cash investments - at cost,          
       which approximates market     18,032    1,347 
          Total cash and cash equivalents     25,373    6,974 
    Accounts receivable:          
      Customer     203,205    124,801 
      Allowance for doubtful accounts     (4,794)   (2,687)
      Associated companies     90,223    13,980 
      Other     50,445    40,697 
      Accrued unbilled revenues     186,527    137,719 
          Total accounts receivable     525,606    314,510 
    Deferred fuel costs     254,950    61,124 
    Accumulated deferred income taxes       14,339 
    Fuel inventory - at average cost     60,196    49,658 
    Materials and supplies - at average cost     112,544    101,922 
    Prepayments and other     36,996    20,556 
    TOTAL     1,015,665    569,083 
               
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds     310,779    290,952 
    Non-utility property - at cost (less accumulated depreciation)     91,589    94,052 
    Other     22,498    22,012 
    TOTAL     424,866    407,016 
               
    UTILITY PLANT        
    Electric     8,569,073    8,418,119 
    Natural gas     86,375    78,627 
    Construction work in progress     526,017    331,703 
    Nuclear fuel under capital lease     55,155    71,279 
    Nuclear fuel     11,338   
    TOTAL UTILITY PLANT     9,247,958    8,899,728 
    Less - accumulated depreciation and amortization     4,075,724    4,047,182 
    UTILITY PLANT - NET     5,172,234    4,852,546 
               
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:          
      SFAS 109 regulatory asset - net     459,136    444,799 
      Other regulatory assets     604,419    285,017 
    Deferred fuel costs     69,443    29,000 
    Long-term receivables     16,151    23,228 
    Other     41,195    44,713 
    TOTAL     1,190,344    826,757 
               
    TOTAL ASSETS     $7,803,109    $6,655,402 
               
    See Notes to Respective Financial Statements.          
     
     
     
    ENTERGY GULF STATES, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
      December 31,
      2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt     $ -    $98,000 
    Accounts payable:           
      Associated companies     100,313    153,069 
      Other     479,232    147,337 
    Customer deposits     57,756    53,229 
    Accumulated deferred income taxes     71,196   
    Taxes accrued       22,882 
    Nuclear refueling outage costs     15,548   
    Interest accrued     34,338    32,742 
    Obligations under capital leases     33,516    33,518 
    Other     14,945    19,912 
    TOTAL     806,844    560,689 
               
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued     1,619,890    1,533,804 
    Accumulated deferred investment tax credits     132,909    138,616 
    Obligations under capital leases     20,724    37,711 
    Other regulatory liabilities     37,482    34,009 
    Decommissioning and retirement cost liabilities     175,480    152,095 
    Transition to competition     79,098    79,098 
    Regulatory reserves     16,153    81,455 
    Accumulated provisions     67,747    66,875 
    Long-term debt     2,358,130    1,891,478 
    Preferred stock with sinking fund     13,950    17,400 
    Other     203,665    229,408 
    TOTAL     4,725,228    4,261,949 
               
    Commitments and Contingencies          
               
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund     47,327    47,327 
    Common stock, no par value, authorized 200,000,000          
     shares; issued and outstanding 100 shares in 2005 and 2004     114,055    114,055 
    Paid-in capital     1,457,486    1,157,486 
    Retained earnings     653,578    513,182 
    Accumulated other comprehensive income (loss)     (1,409)   714 
    TOTAL     2,271,037    1,832,764 
               
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $7,803,109    $6,655,402 
               
    See Notes to Respective Financial Statements.          
               

     

    ENTERGY GULF STATES, INC.
    STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
                             
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
    RETAINED EARNINGS                        
    Retained Earnings - Beginning of period   $513,182        $419,690        $449,929    
                             
    Add - Net Income   206,497    $206,497    192,264    $192,264   42,562   $42,562
                             
    Deduct:                        
      Dividends declared on common stock   61,900        94,300        68,100    
      Preferred dividend requirements and other   4,201    4,201    4,472    4,472   4,701   4,701
          Total   66,101        98,772        72,801    
                             
    Retained Earnings - End of period  
    $653,578 
         
    $513,182 
         
    $419,690
       
                             
                             
    ACCUMULATED OTHER COMPREHENSIVE                        
    INCOME (LOSS) (Net of Taxes):                        
    Balance at beginning of period:                        
      Accumulated derivative instrument fair value
       changes
      $ -        $3,912        $3,286    
     Other accumulated comprehensive income
       items
      714              -    
          Total   $714        $3,912        $3,286    
                             
    Net derivative instrument fair value changes                        
     arising during the period       (3,912)   (3,912)   626   626
                             
    Minimum pension liability   (2,233)   (2,233)     -   -   -
                             
    Net unrealized investment gains   110    110    714    714   -   -
                             
    Balance at end of period:                        
      Accumulated derivative instrument fair value
       changes
      -             3,912    
      Other accumulated comprehensive income
       items
      (1,409)       714        -    
          Total  
    ($1,409)
         
    $714 
         
    $3,912
       
    Comprehensive Income      
    $200,173 
         
    $184,594
         
    $38,487
                             
                             
    PAID-IN CAPITAL                        
    Paid-in Capital - Beginning of period   $1,157,486        $1,157,486        $1,157,484    
                             
      Add:                        
        Capital contribution   300,000              -    
        Other               2    
                             
    Paid-in Capital - End of period  
    $1,457,486 
         
    $1,157,486 
         
    $1,157,486
       
                             

     

    ENTERGY GULF STATES, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands)
                         
    Operating revenues   $3,367,171   $2,882,384   $2,639,737   $2,183,879   $2,648,560
    Net Income   $206,497   $192,264   $45,262   $174,078   $179,444
    Total assets   $7,803,109   $6,655,402   $6,854,862   $6,599,533   $6,209,741
    Long-term obligations (1)   $2,392,804   $1,946,589   $2,051,083   $2,096,329   $2,130,245
                         
    (1) Included long-term debt (excluding currently maturing debt), preferred stock with sinking fund, and noncurrent capital lease obligations.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    Electric Operating Revenues:                    
      Residential   $960   $881   $829   $700   $788
      Commercial   734   672   614   502   587
      Industrial   1,014   976   853   695   946
      Governmental   41   37   39   34   38
        Total retail   $2,749   2,566   2,335   1,931   2,359
      Sales for resale:                    
        Associated companies   186   52   42   28   73
        Non-associated companies   188   160   150   139   146
      Other   167   43   53   44   13
        Total   $3,290   $2,821   $2,580   $2,142   $2,591
    Billed Electric Energy Sales (GWh):                    
      Residential   10,024   9,803   9,739   9,502   9,059
      Commercial   8,486   8,444   8,174   7,894   7,668
      Industrial   14,967   16,596   15,417   15,887   16,658
      Governmental   441   432   475   477   452
        Total retail   33,918   35,275   33,805   33,760   33,837
      Sales for resale:                    
        Associated companies   3,213   1,528   1,185   708   1,087
        Non-associated companies   2,804   3,172   3,358   4,391   3,305
          Total   39,935   39,975   38,348   38,859   38,229
                         

     

     

    ENTERGY LOUISIANA HOLDINGS, INC. AND ENTERGY LOUISIANA, LLC

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Entergy Louisiana Corporate Restructuring

    Effective December 31, 2005, Entergy Louisiana, LLC, a limited liability company organized under the laws of the State of Texas as part of a restructuring involving a Texas statutory merger-by-division, succeeded to all of the regulated utility operations of Entergy Louisiana, Inc. Entergy Louisiana, LLC was allocated substantially all of the property and other assets of Entergy Louisiana, Inc., including all assets used to provide retail and wholesale electric service to Entergy Louisiana, Inc.'s customers. Entergy Louisiana, LLC also assumed substantially all of the liabilities of Entergy Louisiana, Inc., including all of its debt securities and leases but excluding the outstanding preferred stock of Entergy Louisiana, Inc.

    After the merger-by-division, Entergy Louisiana, LLC issued $100 million of its preferred membership units which grant the holders thereof the power to vote together, as a single class, with Entergy Corporation as the holder of the common membership interests. The preferred membership interests have approximately 23% of the total voting power. Due to these outstanding voting membership interests, Entergy Louisiana, LLC is precluded from joining in the consolidated federal income tax return of Entergy and its subsidiaries.

    As the operator of Entergy Louisiana, Inc.'s retail utility operations, Entergy Louisiana, LLC is subject to the jurisdiction of the LPSC over electric service, rates, and charges to the same extent that the LPSC possessed jurisdiction over Entergy Louisiana, Inc.'s retail utility operations. The restructuring is intended to reduce corporate franchise taxes. The restructuring implements a recommendation from the LPSC staff and is expected to result in a decrease in Entergy Louisiana, LLC's rates to its Louisiana retail customers.

    On December 31, 2005, and immediately prior to the formation of Entergy Louisiana, LLC, Entergy Louisiana, Inc. changed its state of incorporation from Louisiana to Texas and its name to Entergy Louisiana Holdings, Inc. Upon the effectiveness of the statutory merger-by-division on December 31, 2005, Entergy Louisiana, LLC was organized and Entergy Louisiana Holdings held all of Entergy Louisiana, LLC's common membership interests. All of the common membership interests of Entergy Louisiana, LLC continue to be held by Entergy Louisiana Holdings, and all of the common stock of Entergy Louisiana Holdings continues to be held by Entergy Corporation. As part of the merger-by-division, Entergy Louisiana Holdings succeeded to Entergy Louisiana, Inc.'s rights and obligations with respect to Entergy Louisiana, Inc.'s outstanding preferred stock, which has an aggregate par value of approximately $100 million. Within three to nine months of the effective date of the merger-by-division, however, Entergy Louisiana Holdings expects to redeem or repurchase and retire the Entergy Louisiana, Inc. preferred stock then outstanding and thereafter amend its charter to eliminate authority to issue preferred stock.

    Any redemption of preferred stock by Entergy Louisiana Holdings in connection with the proposed restructuring will be made at the following respective redemption prices as provided in the Entergy Louisiana Holdings amended and restated articles of incorporation:

    Series of Entergy Louisiana Holdings Preferred Stock

     

    Redemption Price Per Share

         

    4.96% Preferred Stock, Cumulative, $100.00 par value

     

    $104.25

    4.16% Preferred Stock, Cumulative, $100.00 par value

     

    $104.21

    4.44% Preferred Stock, Cumulative, $100.00 par value

     

    $104.06

    5.16% Preferred Stock, Cumulative, $100.00 par value

     

    $104.18

    5.40% Preferred Stock, Cumulative, $100.00 par value

     

    $103.00

    6.44% Preferred Stock, Cumulative, $100.00 par value

     

    $102.92

    7.84% Preferred Stock, Cumulative, $100.00 par value

     

    $103.78

    7.36% Preferred Stock, Cumulative, $100.00 par value

     

    $103.36

    8% Preferred Stock, Cumulative, $25.00 par value

     

    $ 25.00

    Entergy Louisiana Holdings also holds all of the common membership interests in Entergy Louisiana Properties, LLC, a Texas limited liability company that, as part of the restructuring, was organized and allocated the Entergy Louisiana, Inc. assets not allocated to Entergy Louisiana, LLC. The assets allocated to Entergy Louisiana Properties were two tracts of undeveloped real estate, known as the St. Rosalie and Wilton Plant sites, and Entergy Louisiana, Inc.'s equity ownership interest in and a long-term note receivable from System Fuels, Inc., a company also owned by Entergy Arkansas, Entergy Mississippi and Entergy New Orleans, which implements and maintains certain programs for the purchase, delivery and storage of fuel supplies for Entergy's utility subsidiaries. Entergy Louisiana Properties also assumed any obligations and liabilities relating to these assets. The book value of the assets allocated to Entergy Louisiana Properties is approximately $33 million. Those activities of Entergy Louisiana Properties that were subject to the LPSC's jurisdiction at Entergy Louisiana, Inc. will continue to be subject to the jurisdiction of the LPSC. Entergy Louisiana, LLC and Entergy Louisiana Properties will be regulated by the LPSC on a consolidated basis.

    Hurricane Rita and Hurricane Katrina

    In August and September 2005, Hurricane Katrina and Hurricane Rita, along with extensive flooding that resulted from levee breaks in and around Entergy Louisiana's service territory, caused catastrophic damage. The storms and flooding resulted in widespread power outages, significant damage to distribution, transmission, and generation infrastructure, and the loss of sales and customers due to mandatory evacuations and destruction of homes and businesses due to wind, rain, and extended periods of flooding. Total restoration costs for the repair and/or replacement of Entergy Louisiana's electric facilities damaged by Hurricanes Katrina and Rita and business continuity costs are estimated to be $510 million, including $321.1 million in construction expenditures and $188.9 million recorded as regulatory assets. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales.

    Entergy Louisiana has recorded accruals for the portion of the estimated storm restoration costs not yet paid. In accordance with its accounting policies, and based on historic treatment of such costs in its service territories and communications with local regulators, Entergy Louisiana recorded assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. In December 2005, Entergy Louisiana filed with the LPSC for interim recovery of storm restoration costs. The filing is discussed below in "Significant Factors and Known Trends." Because Entergy Louisiana has not gone through the regulatory process regarding these storm costs, however, there is an element of risk, and Entergy is unable to predict with certainty the degree of success it may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, or the timing of such recovery.

    Entergy Louisiana has restored power to customers who can take service in most of its service territory. Some customers in the most devastated areas of Entergy Louisiana's service territory are unable to accept electric service for a period of time that cannot be estimated. Entergy Louisiana estimates that lost non-fuel revenues in 2006 caused by the hurricanes will be approximately $39 million. Entergy Louisiana's estimate of the revenue impact of customers who are currently unable to accept electric and gas service is subject to change, however, because of a range of uncertainties, in particular the timing of when individual customers will return to service. Restoration for many of these customers will follow major repairs or reconstruction of customer facilities, and will be contingent on validation by local authorities of habitability and electrical safety of customers' structures.

    Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and, as noted above, pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through Underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence, and Entergy has been notified by OIL that it expects claims for Hurricane Katrina to materially exceed this limit. Entergy is currently evaluating the amount of the covered losses for Entergy and each of the affected domestic utility companies, working with insurance adjusters, and preparing proofs of loss for Hurricanes Katrina and Rita. Entergy Louisiana currently estimates that its net insurance recoveries for the losses caused by the hurricanes, including the effect of the OIL aggregation limit being exceeded, will be approximately $40 million.

    In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided to publicly owned utilities. It is uncertain how much funding, if any, will be designated for utility reconstruction and the timing of such decisions is also uncertain. Entergy is currently preparing applications to seek Community Development Block Grant funding.

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income increased slightly primarily due to lower other operation and maintenance expenses, lower depreciation and amortization expenses, and higher other income, substantially offset by higher interest and other charges and a higher effective income tax rate.

    2004 Compared to 2003

    Net income decreased $18.7 million primarily due to lower net revenue partially offset by lower other operation and maintenance expenses.

    Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy Louisiana's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2005 to 2004.

       

    Amount

       

    (In Millions)

         

    2004 net revenue

     

    $931.3 

    Reserve equalization

     

    21.1 

    Rate refund provisions

     

    12.0 

    Net wholesale revenue

     

    10.8 

    Volume/weather

     

    (32.5)

    2004 deferrals

     

    (15.2)

    Other

     

    4.0 

    2005 net revenue

     

    $931.5 

    The reserve equalization variance is primarily due to a revision of reserve equalization payments between Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations and an increase in capacity due to the purchase of Perryville.

    The rate refund provisions variance is primarily due to higher accruals for potential rate actions and refunds in 2004.

    The net wholesale revenue variance is primarily due to an increase in volume as a result of the sale of a portion of Perryville generation to Entergy Gulf States.

    The volume/weather variance is due to a decrease of a total of 1,742 GWh in weather-adjusted usage in all sectors primarily due to Hurricane Katrina and Hurricane Rita, partially offset by the effect of more favorable weather compared to 2004 on billed sales in the residential and commercial sectors.

    The 2004 deferrals variance is due to the deferral related to Entergy's voluntary severance program, in accordance with a stipulation with the LPSC staff. The deferrals are being amortized over four years effective January 2004.

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

    Gross operating revenues increased primarily due to:

    • an increase of $243.5 million in gross wholesale revenue due to increased sales to affiliated systems and the sale of a portion of the generation from Perryville, which was purchased in June 2005; and
    • an increase of $201.3 million in fuel cost recovery revenues due to higher fuel rates.

    The increase was partially offset by the volume/weather variance discussed above.

    Fuel and purchased power expenses increased primarily due to a shift from lower priced nuclear generation to higher priced gas generation and purchased power due to nuclear plant outages in 2005 in addition to increases in the market prices of natural gas and purchased power.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits increased primarily due to the following:

    • the deferral in 2005 of capacity charges that are not currently recovered through base rates but are expected to be recovered in the future. See Note 2 to the domestic utility companies and System Energy financial statements for a discussion of the formula rate plan filing that will be effective in 2006 for the 2005 test year; and
    • the difference in the amount of amortization allowed by GAAP versus other regulatory bodies related to the Waterford 3 sale/leaseback 20-year life extension.

    The increase was partially offset by the deferral in 2004 of $15.2 million related to Entergy's voluntary severance program, as discussed above.

    2004 Compared to 2003

    Net revenue, which is Entergy Louisiana's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $973.7 

    Price applied to unbilled sales

     

    (31.9)

    Deferred fuel cost revisions

     

    (29.4)

    Rate refund provisions

     

    (12.2)

    Volume/weather

     

    17.0 

    Summer capacity charges

     

    11.8 

    Other

     

    2.3 

    2004 net revenue

     

    $931.3 

    The price applied to the unbilled sales variance is due to a decrease in the fuel price included in unbilled sales in 2004 caused primarily by the effect of nuclear plant outages in 2003 on average fuel costs. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues.

    The deferred fuel cost revisions variance resulted from a revised unbilled sales pricing estimate made in the first quarter of 2003 to more closely align the fuel component of that pricing with expected recoverable fuel costs.

    The rate refund provisions variance is due to higher accruals for potential rate actions and refunds recorded in 2004 compared to 2003.

    The volume/weather variance is due to an increase of a total of 620 GWh in weather-adjusted usage in all sectors, partially offset by the effect of milder weather compared to 2003 on billed sales in the residential and commercial sectors.

    The summer capacity charges variance is due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of the amortization in 2004. The amortization of these capacity charges began in August 2002 and ended in July 2003.

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

    Gross operating revenues increased primarily due to:

    • an increase of $98.0 million in fuel cost recovery revenues due to higher fuel rates; and
    • an increase due to volume/weather, as discussed above.

    The increase was partially offset by the following:

    • a decrease of $31.9 million in the price applied to unbilled sales, as discussed above;
    • a decrease of $12.2 million in rate refund provisions, as discussed above; and
    • a decrease of $5.2 million in gross wholesale revenue due to decreased sales to affiliated systems.

    Fuel and purchased power expenses increased primarily due to:

    • an increase in the recovery from customers of deferred fuel costs; and
    • an increase in the market price of natural gas.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits increased primarily due to:

    • the deferral in 2004 of $14.3 million of capacity charges that are not currently recovered through base rates but are expected to be recovered in the future;
    • the amortization in 2003 of $11.8 million of deferred capacity charges, as discussed above; and
    • the deferral in 2004 of $11.4 million related to Entergy's voluntary severance program, in accordance with a stipulation with the LPSC staff.

    Other Income Statement Variances

    2005 Compared to 2004

    Other operation and maintenance expenses decreased primarily due to:

    • a decrease of approximately $12 million in labor and contract costs primarily because labor resources have been capitalized as storm costs due to Hurricanes Katrina and Rita; and
    • a decrease of $5.4 million in contract costs as a result of maintenance outages at fossil plants in 2004.

    The decrease was partially offset by an increase of $5.3 million in storm reserves in connection with the March 2005 rate case settlement.

    Depreciation and amortization expenses decreased primarily due to a change in the depreciation rate for Waterford 3 as approved by the LPSC effective April 2005.

    Other income increased primarily due to:

    • proceeds of $4.6 million received from the radwaste settlement which is discussed below under "Significant Factors and Known Trends - Central States Compact Claim; "
    • an increase of $4.6 million of interest earned on deferred capacity costs; and
    • an increase in allowance for equity funds used during construction due to an increase in construction work in progress as a result of Hurricanes Katrina and Rita.

    The increase was partially offset by the write-off of $7.1 million in June 2005 of a portion of the customer care system investment and the related allowance for equity funds used during construction pursuant to an LPSC-approved settlement.

    Interest and other charges increased primarily due to interest accrued on past transmission construction collections from a cogenerator in accordance with a December 2004 FERC order.

    2004 Compared to 2003

    Other operation and maintenance expenses decreased primarily due to voluntary severance program accruals of $19.7 million in 2003, partially offset by an increase of $9.1 million in customer service support costs.

    Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 43.0%, 38.4%, and 40.0%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $146,049 

    $8,787 

    $311,800 

    Cash flow provided by (used in):

    Operating activities

    179,790 

    506,584 

    353,768 

    Investing activities

    (549,453)

    (283,780)

    (249,518)

    Financing activities

    330,899 

    (85,542)

    (407,263)

    Net increase (decrease) in cash and cash equivalents

    (38,764)

    137,262 

    (303,013)

    Cash and cash equivalents at end of period

    $107,285 

    $146,049 

    $8,787 

    Although cash and cash equivalents at end of period and cash flow provided by operating activities for the year ended December 31, 2005 for Entergy Louisiana, LLC as presented on the Statements of Cash Flows differ by an immaterial amount from the table above, the analysis below applies to both Entergy Louisiana, LLC and Entergy Louisiana Holdings in all material respects, except where specifically noted.

    Operating Activities

    Cash flow from operations decreased $326.8 million in 2005 primarily due to storm restoration spending, the receipt of an income tax payment of $70.7 million in 2004 through Entergy's inter-company tax allocation process compared to income tax payments in 2005 of $11.1 million, and decreased recovery of deferred fuel costs.

    Cash flow from operations increased $152.8 million in 2004 primarily due to the increased collection of deferred fuel costs and the receipt of an income tax payment through Entergy's inter-company tax allocation process.

    In addition to the direct costs caused by the storms, Hurricanes Katrina and Rita have had other impacts that have affected Entergy Louisiana's liquidity position. The Entergy New Orleans bankruptcy caused fuel and power suppliers to increase their scrutiny of the remaining domestic utility companies with the concern that one of them could suffer similar impacts, particularly after Hurricane Rita. As a result, some suppliers began requiring accelerated payments and decreased credit lines. In addition, the hurricanes damaged certain gas supply lines, thereby decreasing the number of potential suppliers. The hurricanes also exacerbated a market run-up in natural gas and power prices, thereby increasing Entergy Louisiana's ongoing costs, which consumed available credit lines more quickly and in some instances required the posting of additional collateral. Entergy managed through these events thus far, adequately supplied Entergy Louisiana with fuel and power, and as a result of steps taken by it regarding its storm costs expects to have adequate liquidity and credit to continue supplying Entergy Louisiana with fuel and power.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    Investing Activities

    The increase of $265.7 million in net cash used by investing activities in 2005 was primarily due to:

    • Entergy Louisiana purchasing the 718 MW Perryville power plant in June 2005 for $162 million. Entergy Louisiana will sell 75 percent of the output to Entergy Gulf States under a long-term cost-of-service power purchase agreement. In April 2005, the LPSC approved the acquisition and the long-term cost-of-service purchased power agreement under which Entergy Gulf States will purchase 75 percent of the plant's output;
    • an increase of $40.4 million in capacity costs that have been deferred and are expected to be recovered over a period greater than twelve months;
    • an increase in spending on certain transmission and nuclear projects; and
    • an increase in distribution and transmission costs due to Hurricanes Katrina and Rita.

    The increases were offset by money pool activity.

    Capital expenditures made during 2005 as a result of Hurricanes Katrina and Rita were $151.9 million.

    The increase of $34.3 million in net cash used by investing activities in 2004 was primarily due to money pool activity and increases in spending on transmission projects and fossil plant projects, partially offset by decreased spending on customer service projects.

    Financing Activities

    Entergy Louisiana's financing activities provided $330.9 million in 2005 compared to using $85.5 million in 2004 primarily due to:

    • the net issuance of $182.6 million of long-term debt in 2005 compared to the net issuance of $79 million of long-term debt in 2004. The 2004 net issuance includes the principal payment of $14.8 million for the Waterford Lease Obligation;
    • the issuance of $100 million of preferred stock in 2005;
    • money pool activity;
    • a decrease of $64.9 million in common stock dividends paid; and
    • borrowings of $40 million on a credit facility in 2005.

    The decrease of $321.7 million in net cash used by financing activities in 2004 was primarily due to:

    • the net issuance of $93.8 million of long-term debt in 2004 compared to the retirement of $261.0 million in 2003;
    • a principal payment of $14.8 million in 2004 for the Waterford Lease Obligation compared to a principal payment of $35.4 million in 2003; and
    • a decrease of $29.0 million in common stock dividends paid.

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

    Capital Structure

    Entergy Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital percentage as of December 31, 2005 is primarily the result of increased debt outstanding partially offset by an increase in shareholders' equity resulting from the preferred stock issuance and increased retained earnings.

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    48.4%

     

    44.8%

    Effect of subtracting cash from debt

     

    2.2%

     

    3.9%

    Debt to capital

     

    50.6%

     

    48.7%

    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 shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Louisiana's financial condition.

    Uses of Capital

    Entergy Louisiana requires capital resources for:

    • construction and other capital investments;
    • debt and preferred stock maturities;
    • working capital purposes, including the financing of fuel and purchased power costs; and
    • dividend and interest payments.

    Following are the amounts of Entergy Louisiana's planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

     

    2006

     

    2007-2008

     

    2009-2010

     

    After 2010

     

    Total

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

      capital investment (1)

    $206

     

    $482

     

    N/A

     

    N/A

     

    $688

    Long-term debt

    $-

     

    $-

     

    $229

     

    $943

     

    $1,172

    Operating leases

    $8

     

    $14

     

    $9

     

    $9

     

    $40

    Purchase obligations (2)

    $655

     

    $1,250

     

    $1,036

     

    $4,146

     

    $7,087

    Nuclear fuel lease obligations (3)

    $23

     

    $36

     

    N/A

     

    N/A

     

    $59

    (1)

    Includes approximately $127 to $170 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

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

    (3)

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

    In addition to the planned spending in the table above, Entergy Louisiana also expects to make $164 million of payments in 2006 related to Hurricane Katrina and Rita restoration work. Also, Entergy Louisiana expects to contribute $54 million to its pension plans and $8.4 million to other postretirement plans in 2006.

    The planned capital investment estimate for Entergy Louisiana reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. As a result of Hurricanes Katrina and Rita, Entergy Louisiana is currently reassessing its planned levels of construction and other capital investments. Significant construction expenditures are expected due to the restoration and replacement of damaged equipment and assets. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    The Federal Power Act restricts the ability of a public utility to pay dividends out of capital. As a result of its restructuring and the related accounting, Entergy Louisiana, LLC applied to the FERC for a declaratory order to pay dividends on its common and preferred membership interests from the following sources: (1) the amount of Entergy Louisiana, Inc.'s retained earnings immediately prior to its restructuring on December 31, 2005; (2) an amount in excess of the amount in (1) over a transition period not expected to last more than 3 years as long as Entergy Louisiana, LLC's proprietary capital ratio is, and will remain, above 30%; and (3) the amount of Entergy Louisiana, LLC's retained earnings after the restructuring. The FERC granted the declaratory order on January 23, 2006. Dividends paid by Entergy Louisiana, LLC on its common membership interests to Entergy Louisiana Holdings may, in turn, be paid by Entergy Louisiana Holdings to Entergy Corporation without the need for FERC approval. As a wholly-owned subsidiary, Entergy Louisiana Holdings dividends its earnings to Entergy Corporation at a percentage determined monthly.

    Sources of Capital

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

    • internally generated funds;
    • cash on hand;
    • debt or preferred stock issuances; and
    • bank financing under new and existing facilities.

    The following table lists Fist Mortgage Bonds issued by Entergy Louisiana in 2005:

    Issue Date

     

    Description

     

    Maturity

     

    Amount

               

    (In Thousands)

                 

    May 2005

     

    4.67% Series

     

    June 2010

     

    $55,000

    August 2005

     

    5.56% Series

     

    September 2015

     

    100,000

    August 2005

     

    6.3% Series

     

    September 2035

     

    100,000

    October 2005

     

    5.83% Series

     

    November 2010

     

    150,000

               

    $405,000

    The following table lists long-term debt retired by Entergy Louisiana in 2005:

    Retirement Date

     

    Description

     

    Maturity

     

    Amount

    (In Thousands)

                 

    September 2005

     

    7.5% St. Charles Parish

     

    June 2021

     

    $50,000 

    September 2005

     

    7.05% St. Charles Parish

     

    April 2022

     

    $20,000 

    September 2005

     

    7.0% St. Charles Parish

     

    December 2022

     

    $24,000 

    September 2005

     

    6.2% St. Charles Parish

     

    May 2023

     

    $33,000 

    September 2005

     

    6.875% St. Charles Parish

     

    July 2024

     

    $20,400 

    September 2005

     

    6.375% St. Charles Parish

     

    November 2025

     

    $16,770 

               

    $164,170 

    In June 2005, Entergy Louisiana purchased its $55 million of 4.9% Series St. Charles Parish bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time.

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

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

    In May 2005, Entergy Louisiana entered into a credit facility for $85 million expiring April 2006 and Entergy Arkansas renewed its $85 million credit facility with the same lender. Either company can borrow up to the full amount on its respective facility, but at no time can the combined amount of outstanding borrowings on the two facilities exceed $85 million. Entergy Louisiana granted the lender a security interest in its accounts receivable to secure its $85 million facility. Entergy Louisiana has outstanding borrowings on this credit facility of $40 million as of December 31, 2005.

    In July 2005, Entergy Louisiana and Entergy New Orleans renewed their 364-day credit facilities with the same lender through May 2006. Entergy New Orleans increased the amount of its credit facility to $15 million, the same amount as Entergy Louisiana's facility. Either company can borrow up to the full amount on its respective facility, but at no time can the combined amount of outstanding borrowings on the two facilities exceed $15 million. There were no outstanding borrowings under the Entergy Louisiana credit facility as of December 31, 2005. Entergy New Orleans has outstanding borrowings on its credit facility of $15 million at December 31, 2005, therefore no capacity is available on either credit facility.

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

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

     

     

     

     

     

     

     

    ($68,677)

     

    $40,549

     

    ($41,317)

     

    $18,854

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

    Prior to February 8, 2006, borrowings and securities issuances by Entergy Louisiana, LLC (as well as, prior to December 31, 2005, Entergy Louisiana, Inc., the predecessor to Entergy Louisiana, LLC's SEC financing authority) were limited to amounts authorized by the SEC. Effective with repeal of PUHCA 1935 on that date, the FERC, under the Federal Power Act, has jurisdiction over all of the securities issuances by Entergy Louisiana, LLC. After the effective date of PUHCA 1935 repeal, the FERC has issued two orders authorizing long and short-term securities issuances by Entergy Louisiana, LLC. The short-term authority extends through March 31, 2008 in an aggregate amount, at any one time outstanding, of up to $250 million.

    The FERC does not have jurisdiction over the securities issuance transactions of Entergy Louisiana Holdings, which may borrow from the money pool up to an aggregate of $100 million at any one time outstanding. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Louisiana's short-term borrowing limits.

    Significant Factors and Known Trends

    State and Local Rate Regulation

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

    In December 2005, Entergy Louisiana filed with the LPSC for interim recovery of $355 million of storm costs. The filing proposes implementing a $41.8 million annual interim surcharge, including carrying charges, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Louisiana recover $2 million per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Louisiana's interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $14 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Louisiana of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $14 million cap is reached.  Beginning in September 2006, Entergy Louisiana's interim storm cost recovery of $2 million per month shall be through base rates.  In addition, all excess earnings that Entergy Louisiana may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.  The formula rate plan is discussed in Note 2 to the domestic utility companies and System Energy financial statements.  

    In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributable to the acquisition of a generating station and certain power purchase agreements that, based on current natural gas prices, would produce fuel and purchased power savings for customers that substantially mitigate the impact of the requested base rate increase. Hearings concluded in December 2004. Based on evidence submitted at the hearing, the LPSC staff recommended approximately a $7 million base rate increase. The LPSC staff proposed the implementation of a formula rate plan that includes a provision for the recovery of incremental capacity costs, including those related to the proposed Perryville acquisition, without filing a traditional base rate proceeding. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million which was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in July 2005 and refunded excess revenue collected during May 2005, including interest, in August 2005.

    The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory earnings range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

    In March 2005, the LPSC approved a settlement proposal which resulted in credits of $14 million for retail electricity customers of Entergy Louisiana. The settlement dismissed, among other dockets, dockets established to consider issues concerning power purchases for Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Louisiana reserved for the approximate refund amounts.

    In addition to rate proceedings, Entergy Louisiana's fuel costs recovered from customers are subject to regulatory scrutiny. This regulatory risk represents Entergy Louisiana's largest potential exposure to price changes in the commodity markets.

    Entergy Louisiana's retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    Federal Regulation

    System Agreement Proceedings

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

    Transmission

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

    Interconnection Orders

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

    Available Flowgate Capacity Proceeding

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

    Energy Policy Act of 2005

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

    Utility Restructuring

    In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study performed by the Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were filed with the LPSC in January 2005. A technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not in the public interest.

    Central States Compact Claim

    The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in early 1988, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid $145 million, including interest, to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $19.4 million to Entergy Louisiana.  A liability was recorded for the portion of the proceeds previously recovered from ratepayers, with the remainder of the proceeds causing an increase in pre-tax earnings of $4.6 million at Entergy Louisiana.

    Market and Credit Risks

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

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

    Entergy Louisiana's nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires Entergy Louisiana to maintain trusts to fund the costs of decommissioning Waterford 3. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the Waterford 3 trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1, 8, and 12 to the domestic utility companies and System Energy financial statements.

    Nuclear Matters

    Entergy Louisiana owns and operates, through an affiliate, the Waterford 3 nuclear power plant. Entergy Louisiana is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of Waterford 3, Entergy Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

    The nuclear industry continues to address susceptibility to stress corrosion cracking of certain materials associated with components within the reactor coolant system. The issue is applicable to Waterford 3 and is managed in accordance with standard industry practices and guidelines. A replacement reactor vessel head is being fabricated for Waterford 3 at this time. Routine inspections of the Waterford 3 reactor vessel head have identified no significant material degradation issues for that component, and inspections will continue at planned refueling outages.

    Environmental Risks

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

    Litigation Risks

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

    Critical Accounting Estimates

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

    Nuclear Decommissioning Costs

    Regulations require Entergy Louisiana to decommission the Waterford 3 nuclear power plant after the facility is taken out of service, and money is collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. Entergy Louisiana conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. The following key assumptions have a significant effect on these estimates:

    • Cost Escalation Factors - Entergy Louisiana's decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately 4.4%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.
    • Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the effect of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can possibly decrease the present value of these obligations.
    • Spent Fuel Disposal - Federal regulations require the DOE to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. Until this site is available, however, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant effect (as much as 16% of estimated decommissioning costs). Entergy Louisiana's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.
    • Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant effect on cost estimates. The effect of these potential changes is not presently determinable. Entergy Louisiana's decommissioning cost studies assume current technologies and regulations.

    Entergy Louisiana collects substantially all of the projected costs of decommissioning Waterford 3 through rates charged to customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs. If decommissioning cost study estimates are changed and approved by regulators, collections from customers would also change.

    SFAS 143

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

    • Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Louisiana to increase significantly, as Entergy Louisiana had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
    • Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Louisiana's decommissioning studies had been based on Entergy Louisiana performing the work, and did not include any such margins or premiums.
    • Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

    The net effect of implementing SFAS 143 for Entergy Louisiana was recorded as a regulatory asset, with no resulting impact on Entergy Louisiana's net income. Entergy Louisiana recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Louisiana to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation of SFAS 143 in 2003, assets and liabilities increased by $305 million as a result of recording the asset retirement obligation at its fair value of $305 million as determined under SFAS 143, increasing total utility plant by $99 million, reducing accumulated depreciation by $82 million, and recording the related regulatory asset of $124 million.

    In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that assumes a life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

    Unbilled Revenue

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

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004, and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in both 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2003, 2004, and 2005.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     

    Impact on 2005
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $1,202

     

    $13,992

    Rate of return on plan assets

     

    (0.25%)

     

    $798

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $578

     

    $3,393

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $448

     

    $2,719

    Discount rate

     

    (0.25%)

     

    $264

     

    $3,406

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for Entergy Louisiana in 2005 was $9.6 million. Entergy Louisiana anticipates 2006 qualified pension cost to increase to $11.1 million due to a decrease in the discount rate (from 6.00% to 5.90%) used to calculate benefit obligations. No required contributions were needed to its qualified pension plans in 2005. Under current law, Entergy Louisiana projects 2006 contributions will be $54 million. This projection may change pending passage of pension reform legislation. The increase in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.

    Entergy Louisiana's qualified pension accumulated benefit obligation at December 31, 2005 and 2004 exceeded plan assets. As a result, Entergy Louisiana was required to recognize an additional minimum liability as prescribed by SFAS 87 at December 31, 2005, and 2004. At December 31, 2005, Entergy Louisiana increased its additional minimum liability for its qualified pension plans to $75 million from $39 million at December 31, 2004. At December 31, 2005, Entergy Louisiana decreased its intangible asset for the unrecognized prior service cost to $3.2 million from $4.8 million at December 31, 2004. Entergy Louisiana also increased its regulatory asset to $72.1 million at December 31, 2005 from $34.1 million at December 31, 2004. Net income for 2005, 2004, and 2003 was not impacted by the additional minimum pension liability.

    Total postretirement health care and life insurance benefit costs for Entergy Louisiana in 2005 were $13.2 million, including $3 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Louisiana expects 2006 postretirement health care and life insurance benefit costs to approximate $14.7 million, including $3.5 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase in postretirement health care and life insurance benefit costs is due to the decrease in the discount rate (from 6.00% to 5.90%) and an increase in the health care cost trend rate used to calculate benefit obligations.

    New Accounting Pronouncements

    In December 2005, Entergy Louisiana implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy Louisiana's obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. The net effect of implementing FIN 47 for Entergy Louisiana was recorded as a regulatory asset, with no resulting effect on Entergy Louisiana's net income. Entergy Louisiana recorded this regulatory asset because its existing rate mechanisms allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. Upon implementation of FIN 47 in December 2005, assets and liabilities increased by $8.9 million as a result of recording the asset retirement obligation at its fair value as determined under FIN 47, increasing utility plant by $0.9 million, increasing accumulated depreciation by $0.6 million, and recording the related regulatory asset of $8.6 million.

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Louisiana Holdings, Inc. and Subsidiaries:

    We have audited the accompanying consolidated balance sheets of Entergy Louisiana Holdings, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, retained earnings, and cash flows (pages 232 through 236 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Louisiana Holdings, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 Entergy Louisiana Holdings, Inc. and Subsidiaries adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED INCOME STATEMENTS
     
      For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $2,650,181    $2,226,986    $2,165,570 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   916,779    671,549    525,645 
      Purchased power   872,026    667,893    668,337 
      Nuclear refueling outage expenses   15,351    13,633    11,130 
      Other operation and maintenance   356,084    367,824    376,770 
    Decommissioning   18,785    21,958    20,569 
    Taxes other than income taxes   73,860    68,999    70,084 
    Depreciation and amortization   186,281    197,380    192,972 
    Other regulatory credits - net   (70,119)   (43,765)   (2,160)
    TOTAL   2,369,047    1,965,471    1,863,347 
                 
    OPERATING INCOME   281,134    261,515    302,223 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   10,251    7,494    6,900 
    Interest and dividend income   19,882    8,209    8,820 
    Miscellaneous - net   (7,539)   (929)   (3,100)
    TOTAL   22,594    14,774    12,620 
                 
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   73,691    70,210    73,227 
    Other interest - net   11,727    3,931    3,529 
    Allowance for borrowed funds used during construction   (6,591)   (4,822)   (5,475)
    TOTAL   78,827    69,319    71,281 
                 
    INCOME BEFORE INCOME TAXES   224,901    206,970    243,562 
                 
    Income taxes   96,819    79,475    97,408 
                 
    NET INCOME   128,082    127,495    146,154 
                 
    Preferred dividend requirements and other   6,714    6,714    6,714 
                 
    EARNINGS APPLICABLE TO            
    COMMON STOCK   $121,368    $120,781    $139,440 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $128,082    $127,495    $146,154 
    Adjustments to reconcile net income to net cash flow provided
     by operating activities:
               
      Reserve for regulatory adjustments   (13,674)   14,076    1,858 
      Other regulatory credits - net   (70,119)   (43,765)   (2,160)
      Depreciation, amortization, and decommissioning   205,066    219,338    213,541 
      Deferred income taxes and investment tax credits   225,588    75,078    859,157 
      Changes in working capital:            
        Receivables   (112,828)   4,364    (45,735)
        Accounts payable   40,382    4,455    30,174 
        Taxes accrued   40,832    89,079    (804,805)
        Interest accrued   10,004    (1,791)   (10,324)
        Deferred fuel costs   (13,231)   21,955    (56,211)
        Other working capital accounts   (26,873)   20,693    10,395 
      Provision for estimated losses and reserves   512    6,119    12,194 
      Changes in other regulatory assets   (111,641)   (14,456)   59,169 
      Other   (122,310)   (16,056)   (59,639)
    Net cash flow provided by operating activities   179,790    506,584    353,768 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (389,220)   (240,283)   (257,754)
    Allowance for equity funds used during construction   10,251    7,494    6,900 
    Nuclear fuel purchases   (54,498)   -    (41,525)
    Proceeds from the sale/leaseback of nuclear fuel   54,158    -    41,525 
    Payment for purchase of plant   (162,075)   -    - 
    Proceeds from nuclear decommissioning trust fund sales   107,291    35,987    53,479 
    Investment in nuclear decommissioning trust funds   (115,552)   (48,602)   (70,985)
    Change in money pool receivable - net   40,549    (40,549)   18,854 
    Changes in other investments - net   -    2,173    (12)
    Other regulatory investments   (40,357)   -    - 
    Net cash flow used in investing activities   (549,453)   (283,780)   (249,518)
                 
    FINANCING ACTIVITIES            
    Proceeds from the issuance of:            
      Long-term debt   401,928    282,745    - 
      Preferred stock   97,982    -    - 
    Retirement of long-term debt   (219,374)   (203,756)   (296,366)
    Change in money pool payable - net   68,677    (41,317)   41,317 
    Changes in short-term borrowings   40,000    -    - 
    Dividends paid:            
      Common stock   (51,600)   (116,500)   (145,500)
      Preferred stock   (6,714)   (6,714)   (6,714)
    Net cash flow provided by (used in) financing activities   330,899    (85,542)   (407,263)
                 
    Net increase (decrease) in cash and cash equivalents   (38,764)   137,262    (303,013)
                 
    Cash and cash equivalents at beginning of period   146,049    8,787    311,800 
                 
    Cash and cash equivalents at end of period   $107,285    $146,049    $8,787 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $71,831    $73,170    $84,089 
      Income taxes   $11,116    ($70,650)   $35,128 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    ASSETS
             
      December 31,
      2005   2004
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $107,285    $3,875 
      Temporary cash investments - at cost,        
       which approximates market     142,174 
          Total cash and cash equivalents   107,285    146,049 
    Accounts receivable:        
      Customer   176,169    88,154 
      Allowance for doubtful accounts   (6,141)   (3,135)
      Associated companies   24,453    43,121 
      Other   12,553    13,070 
      Accrued unbilled revenues   149,908    143,453 
          Total accounts receivable   356,942    284,663 
    Deferred fuel costs   21,885    8,654 
    Accumulated deferred income taxes   3,884    12,712 
    Materials and supplies - at average cost   92,275    77,665 
    Deferred nuclear refueling outage costs   15,337    5,605 
    Prepayments and other   185,416    6,861 
    TOTAL   783,024    542,209 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   14,230    14,230 
    Decommissioning trust funds   187,101    172,083 
    Non-utility property - at cost (less accumulated depreciation)   21,019    21,176 
    Other    
    TOTAL   222,354    207,493 
             
    UTILITY PLANT        
    Electric   6,233,711    5,985,889 
    Property under capital lease   250,610    250,964 
    Construction work in progress   415,475    188,848 
    Nuclear fuel under capital lease   58,492    31,655 
    TOTAL UTILITY PLANT   6,958,288    6,457,356 
    Less - accumulated depreciation and amortization   2,805,944    2,799,936 
    UTILITY PLANT - NET   4,152,344    3,657,420 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   104,893    132,686 
      Other regulatory assets   498,542    302,456 
    Long-term receivables   8,222    10,736 
    Other   32,523    25,994 
    TOTAL   644,180    471,872 
             
    TOTAL ASSETS   $5,801,902    $4,878,994 
             
    See Notes to Respective Financial Statements.        
     
     
     
    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
      December 31,
      2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $-    $55,000 
    Notes payable   40,000   
    Accounts payable:        
      Associated companies   121,382    57,681 
      Other   398,507    128,523 
    Customer deposits   66,705    66,963 
    Taxes accrued     7,268 
    Interest accrued   28,442    18,438 
    Obligations under capital leases   22,753    22,753 
    Other   8,721    10,428 
    TOTAL   686,510    367,054 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   2,055,083    1,805,410 
    Accumulated deferred investment tax credits   92,439    96,130 
    Obligations under capital leases   35,740    8,903 
    Other regulatory liabilities   58,129    51,260 
    Decommissioning   221,291    347,255 
    Accumulated provisions   93,165    92,653 
    Long-term debt   1,172,400    930,695 
    Other   146,576    106,815 
    TOTAL   3,874,823    3,439,121 
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   200,500    100,500 
    Common stock, no par value, authorized 250,000,000        
      shares; issued 165,173,180 shares in 2005        
      and 2004   1,088,900    1,088,900 
    Capital stock expense and other   (3,736)   (1,718)
    Retained earnings   74,905    5,137 
    Less - treasury stock, at cost (18,202,573 shares in 2005 and 2004)   120,000    120,000 
    TOTAL   1,240,569    1,072,819 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $5,801,902    $4,878,994 
             
    See Notes to Respective Financial Statements.        
             

     

    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
     
        For the Years Ended December 31,
        2005   2004   2003
         (In Thousands)
                 
    Retained Earnings, January 1   $5,137   $856   $6,916
                 
      Add:            
        Net income   128,082   127,495   146,154
                 
      Deduct:            
        Dividends declared:            
          Preferred stock   6,714   6,714   6,714
          Common stock   51,600   116,500   145,500
             Total   58,314   123,214   152,214
                 
    Retained Earnings, December 31   $74,905   $5,137   $856
                 
                 
    See Notes to Respective Financial Statements.            
                 
                 

     

    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
    AND ENTERGY LOUISIANA, LLC
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands)
                         
    Operating revenues   $2,650,181   $2,226,986   $2,165,570   $1,815,352   $1,901,913
    Net Income   $128,082   $127,495   $146,154   $144,709   $132,550
    Total assets - Entergy Louisiana Holdings, Inc.   $5,801,902   $4,878,994   $4,674,539   $4,753,704   $4,149,701
    Total assets - Entergy Louisiana, LLC   $5,855,053   $4,845,597   $4,641,142   $4,720,307   $4,116,304
    Long-term obligations (1)   $1,208,140   $939,598   $917,247   $919,319   $1,197,473
                         
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    Electric Operating Revenues:                    
      Residential   $828   $770   $739   $638   $658 
      Commercial   539   501   473   403   429 
      Industrial   834   779   723   637   760 
      Governmental   41   38   41   36   39 
        Total retail   2,242   2,088   1,976   1,714   1,886 
      Sales for resale:                    
        Associated companies   339   96   102   8   25 
        Non-associated companies   14   13   12   11   23 
      Other   55   30   76   82   (32)
          Total   $2,650   $2,227   $2,166   $1,815   $1,902 
    Billed Electric Energy Sales (GWh):                    
      Residential   8,559   8,842   8,795   8,780   8,255 
      Commercial   5,554   5,762   5,622   5,538   5,369 
      Industrial   12,348   13,140   12,870   14,738   14,402 
      Governmental   428   439   491   510   498 
        Total retail   26,889   28,183   27,778   29,566   28,524 
      Sales for resale:                    
        Associated companies   2,451   1,129   1,344   146   381 
        Non-associated companies   109   122   132   139   334 
          Total   29,449   29,434   29,254   29,851   29,239  
                         
                         
                         

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Members
    Entergy Louisiana, LLC:

    We have audited the accompanying balance sheets of Entergy Louisiana, LLC as of December 31, 2005 and 2004 and the related statements of income, members' equity, and cash flows (pages 239 through 244 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Louisiana LLC, as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 Entergy Louisiana, LLC adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

    ENTERGY LOUISIANA, LLC
    INCOME STATEMENTS
             
      For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $2,650,181    $2,226,986    $2,165,570 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   916,779    671,549    525,645 
      Purchased power   872,026    667,893    668,337 
      Nuclear refueling outage expenses   15,351    13,633    11,130 
      Other operation and maintenance   356,084    367,824    376,770 
    Decommissioning   18,785    21,958    20,569 
    Taxes other than income taxes   73,860    68,999    70,084 
    Depreciation and amortization   186,281    197,380    192,972 
    Other regulatory credits - net   (70,119)   (43,765)   (2,160)
    TOTAL   2,369,047    1,965,471    1,863,347 
                 
    OPERATING INCOME   281,134    261,515    302,223 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   10,251    7,494    6,900 
    Interest and dividend income   19,882    8,209    8,820 
    Miscellaneous - net   (7,539)   (929)   (3,100)
    TOTAL   22,594    14,774    12,620 
                 
    INTEREST AND OTHER CHARGES          
    Interest on long-term debt   73,691    70,210    73,227 
    Other interest - net   11,727    3,931    3,529 
    Allowance for borrowed funds used during construction   (6,591)   (4,822)   (5,475)
    TOTAL   78,827    69,319    71,281 
                 
    INCOME BEFORE INCOME TAXES   224,901    206,970    243,562 
                 
    Income taxes   96,819    79,475    97,408 
                  
    NET INCOME AND EARNINGS APPLICABLE
     TO COMMON EQUITY
      $128,082    $127,495    $146,154 
                 
                 
    See Notes to Respective Financial Statements.            
                 

     

     

     

     

     

     

     

     

     

     

     

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    ENTERGY LOUISIANA, LLC
    STATEMENTS OF CASH FLOWS
                 
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $128,082    $127,495    $146,154 
    Adjustments to reconcile net income to net cash flow provided
     by operating activities:
               
      Reserve for regulatory adjustments   (13,674)   14,076    1,858 
      Other regulatory credits - net   (70,119)   (43,765)   (2,160)
      Depreciation, amortization, and decommissioning   205,066    219,338    213,541 
      Deferred income taxes and investment tax credits   124,679    75,078    859,157 
      Changes in working capital:            
        Receivables   (112,828)   4,364    (45,735)
        Accounts payable   40,382    4,455    30,174 
        Taxes accrued   141,741    89,079    (804,805)
        Interest accrued   10,004    (1,791)   (10,324)
        Deferred fuel costs   (13,231)   21,955    (56,211)
        Other working capital accounts   (26,873)   20,693    10,395 
      Provision for estimated losses and reserves   512    6,119    12,194 
      Changes in other regulatory assets   (111,641)   (14,456)   59,169 
      Other   (131,024)   (22,770)   (66,353)
    Net cash flow provided by operating activities   171,076    499,870    347,054 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (389,220)   (240,283)   (257,754)
    Allowance for equity funds used during construction   10,251    7,494    6,900 
    Nuclear fuel purchases   (54,498)   -    (41,525)
    Proceeds from the sale/leaseback of nuclear fuel   54,158    -    41,525 
    Payment for purchase of plant   (162,075)   -    - 
    Proceeds from nuclear decommissioning trust fund sales   107,291    35,987    53,479 
    Investment in nuclear decommissioning trust funds   (115,552)   (48,602)   (70,985)
    Change in money pool receivable - net   40,549    (40,549)   18,854 
    Change in other investments - net   -    2,173    (12)
    Other regulatory investments   (40,357)   -    - 
    Net cash flow used in investing activities   (549,453)   (283,780)   (249,518)
                 
    FINANCING ACTIVITIES            
    Proceeds from the issuance of:            
      Long-term debt   401,928    282,745    - 
      Preferred stock   97,982    -    - 
    Retirement of long-term debt   (219,374)   (203,756)   (296,366)
    Change in money pool payable - net   68,677    (41,317)   41,317 
    Changes in short-term borrowings   40,000    -    - 
    Dividends paid:            
      Common equity   (51,600)   (116,500)   (145,500)
    Net cash flow provided by (used in) financing activities   337,613    (78,828)   (400,549)
                 
    Net increase (decrease) in cash and cash equivalents   (40,764)   137,262    (303,013)
                 
    Cash and cash equivalents at beginning of period   146,049    8,787    311,800 
                 
    Cash and cash equivalents at end of period   $105,285    $146,049    $8,787 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $71,831    $73,170    $84,089 
      Income taxes   $11,116    ($70,650)   $35,128 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    ASSETS
             
      December 31,
      2005   2004
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $105,285    $3,875 
      Temporary cash investments - at cost,        
       which approximates market     142,174 
         Total cash and cash equivalents   105,285    146,049 
    Accounts receivable:        
      Customer   176,169    88,154 
      Allowance for doubtful accounts   (6,141)   (3,135)
      Associated companies   24,453    43,121 
      Other   12,553    13,070 
      Accrued unbilled revenues   149,908    143,453 
         Total accounts receivable   356,942    284,663 
    Deferred fuel costs   21,885    8,654 
    Accumulated deferred income taxes   3,884    12,712 
    Materials and supplies - at average cost   92,275    77,665 
    Deferred nuclear refueling outage costs   15,337    5,605 
    Prepayments and other   173,055    6,861 
    TOTAL   768,663    542,209 
             
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds   187,101    172,083 
    Non-utility property - at cost (less accumulated depreciation)   1,852    2,009 
    Other    
    TOTAL   188,957    174,096 
             
    UTILITY PLANT        
    Electric   6,233,711    5,985,889 
    Property under capital lease   250,610    250,964 
    Construction work in progress   415,475    188,848 
    Nuclear fuel under capital lease   58,492    31,655 
    TOTAL UTILITY PLANT   6,958,288    6,457,356 
    Less - accumulated depreciation and amortization   2,805,944    2,799,936 
    UTILITY PLANT - NET   4,152,344    3,657,420 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   104,893    132,686 
      Other regulatory assets   498,542    302,456 
    Long-term receivables   8,222    10,736 
    Other   133,432    25,994 
    TOTAL   745,089    471,872 
              
    TOTAL ASSETS   $5,855,053    $4,845,597 
             
    See Notes to Respective Financial Statements.        
     
     
     
    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    LIABILITIES AND MEMBERS' EQUITY
         
      December 31,
      2005   2004
      (In Thousands)
         
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $-   $55,000
    Notes payable   40,000   -
    Accounts payable:        
      Associated companies   121,382   57,681
      Other   398,507   128,523
    Customer deposits   66,705   66,963
    Taxes accrued   88,548   7,268
    Interest accrued   28,442   18,438
    Obligations under capital leases   22,753   22,753
    Other   8,721   10,428
    TOTAL   775,058   367,054
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   2,055,083   1,805,410
    Accumulated deferred investment tax credits   92,439   96,130
    Obligations under capital leases   35,740   8,903
    Other regulatory liabilities   58,129   51,260
    Decommissioning   221,291   347,255
    Accumulated provisions   93,165   92,653
    Long-term debt   1,172,400   930,695
    Other   146,576   113,534
    TOTAL   3,874,823   3,445,840
             
    Commitments and Contingencies        
             
    MEMBERS' EQUITY        
    Preferred stock without sinking fund   100,000   -
    Members' equity   1,105,172   1,032,703
    TOTAL   1,205,172   1,032,703
             
    TOTAL LIABILITIES AND MEMBERS' EQUITY   $5,855,053   $4,845,597
             
    See Notes to Respective Financial Statements.        

     

    ENTERGY LOUISIANA, LLC
    STATEMENTS OF MEMBERS' EQUITY
             
      For the Years Ended December 31,
      2005   2004   2003
      (In Thousands)
               
    Members' Equity, January 1 $1,032,703   $1,021,716   $1,021,070
               
      Add:          
        Net income 128,082   127,495   146,154
          Total 128,082   127,495   146,154
               
      Deduct:          
        Dividends declared:          
          Common equity 51,600   116,500   145,500
        Other 4,013   8   8
          Total 55,613   116,508   145,508
               
    Members' Equity, December 31 $1,105,172   $1,032,703   $1,021,716
               
               
    See Notes to Respective Financial Statements.
               

     

     

    ENTERGY MISSISSIPPI, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Katrina

    In August 2005, Hurricane Katrina hit Entergy Mississippi's service territory causing power outages and significant infrastructure damage to Entergy Mississippi's distribution and transmission systems. Total restoration costs for the repair and/or replacement of Entergy Mississippi's electric facilities damaged by Hurricane Katrina, and business continuity costs, and a small amount of damage caused by Hurricane Rita, are estimated to be $120 million, including $38.8 million in construction expenditures and $81.2 million recorded as regulatory assets. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales.

    Entergy Mississippi has recorded accruals for the portion of the estimated storm restoration costs not yet paid. In accordance with its accounting policies, and based on historic treatment of such costs in its service territories and communications with local regulators, Entergy Mississippi recorded assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. In December 2005, Entergy Mississippi filed with the MPSC a notice of intent to change rates by implementing a storm damage rider for costs incurred through November 30, 2005 and intends to make a second filing in late spring of 2006 to recover additional storm restoration costs incurred after November 30, 2005. The filing is discussed below in "Significant Factors and Known Trends." Because Entergy Mississippi has not gone through the regulatory process regarding these storm costs, however, there is an element of risk, and Entergy is unable to predict with certainty the degree of success it may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, or the timing of such recovery.

    Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and, as noted above, pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through Underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence, and Entergy has been notified by OIL that it expects claims for Hurricane Katrina to materially exceed this limit. Entergy is currently evaluating the amount of the covered losses for Entergy and each of the affected domestic utility companies, working with insurance adjusters, and preparing proofs of loss for Hurricanes Katrina and Rita. Entergy Mississippi currently estimates that its net insurance recoveries for the losses caused by the hurricanes, including the effect of the OIL aggregation limit being exceeded, will be approximately $4 million.

    In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided to publicly owned utilities. It is uncertain how much funding, if any, will be designated for utility reconstruction and the timing of such decisions is also uncertain. Entergy is currently preparing applications to seek Community Development Block Grant funding.

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income decreased $11.4 million primarily due to lower net revenue, higher taxes other than income taxes, and higher depreciation and amortization expenses.

    2004 Compared to 2003

    Net income increased $6.4 million primarily due to higher net revenue partially offset by higher other operation and maintenance expenses and higher taxes other than income taxes.

    Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy Mississippi's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 2005 to 2004.

       

    Amount

       

    (In Millions)

         

    2004 net revenue

     

    $443.5 

    Reserve Equalization

     

    (3.0)

    Price applied to unbilled sales

     

    (2.1)

    Volume/weather

     

    6.0 

    Other

     

    (4.9)

    2005 net revenue

     

    $439.5 

    The reserve equalization variance is primarily due to a revision of reserve equalization payments between Entergy companies due to a FERC ruling regarding the inclusion of interruptible loads in reserve equalization calculations, and Entergy Louisiana's purchase of the Perryville plant, which also affected the reserve calculation.

    The price applied to unbilled sales variance is due to lower cost per kWh that occurs when sales increase and a decrease in Grand Gulf rates applied to unbilled sales in 2005. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues.

    The volume/weather variance is primarily due to more favorable weather on billed sales in 2005 compared to 2004. Billed usage increased a total of 363 GWh in the service territory.

    The other variance includes several individually insignificant items.

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

    Gross operating revenues increased primarily due to an increase of $48.6 million in fuel cost recovery revenues due to higher fuel rates and an increase of $30.5 million in gross wholesale revenue as a result of increased volume due to higher net generation and purchases in excess of net area demand resulting in more energy available for resale sales coupled with an increase in the average price of energy available for resale.

    Fuel and purchased power expenses increased primarily due to increases in the market prices of natural gas and purchased power. The increase was partially offset by the under-recovery of fuel and purchased power costs as a result of higher fuel costs. Refer to Note 2 to the domestic and System Energy financial statements for discussion of the energy cost recovery rider.

    Other regulatory charges increased primarily due to the over-recovery of costs through the power management recovery rider as a result of gains recorded on gas hedging contracts in addition to the over-recovery through the Grand Gulf rider of Grand Gulf capacity charges. The rider have no material effect on net income due to the refund and/or recovery through quarterly adjustments to the rider.

    2004 Compared to 2003

    Net revenue, which is Entergy Mississippi's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $426.6 

    Volume/weather

     

    6.4 

    Net wholesale revenue

     

    5.0 

    Other

     

    5.5 

    2004 net revenue

     

    $443.5 

    The volume/weather variance resulted from an increase of 247 GWh in weather-adjusted usage, partially offset by the effect of milder weather on billed sales.

    The net wholesale revenue variance resulted from an increase in energy available for resale sales, partially offset by a decrease in the average price of energy supplied for affiliated sales.

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

    Gross operating revenues increased primarily due to an increase of $174.0 million in fuel cost recovery revenues due to higher fuel rates and an increase of $26.3 million in gross wholesale revenue. The increase was partially offset by a decrease of $37.6 million in Grand Gulf revenue as a result of the cessation of the Grand Gulf Accelerated Tariff in July 2003.

    Fuel and purchased power expenses increased primarily due to the over-recovery of fuel and purchased power costs as a result of higher fuel rates. Entergy Mississippi's fuel rates include an energy cost recovery rider to recover projected energy costs. Actual fuel and purchased power costs were lower than those projected in the computation of the energy cost factors for the third quarter of 2004 which contributed to the over-recovery of fuel and purchased power costs. The MPSC has allowed Entergy Mississippi to refund these over-recoveries in the second and third quarters of 2005. Refer to Note 2 to the domestic and System Energy financial statements for discussion of the energy cost recovery rider.

    Other regulatory credits increased primarily due to the under-recovery of costs through the Grand Gulf rider of Grand Gulf capacity charges. The rider has no material effect on net income due to the refund and/or recovery through quarterly adjustments to the rider.

    Other Income Statement Variances

    2005 Compared to 2004

    Taxes other than income taxes increased primarily due to higher assessed values for ad valorem tax purposes and higher franchise taxes in 2005.

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

    2004 Compared to 2003

    Other operation and maintenance expenses increased primarily due to:

    • an increase of $6.6 million in customer service support costs; and
    • an increase of $3.7 million in benefit costs.

    The increase was partially offset by the absence of the voluntary severance program accruals of $7.1 million that occurred in 2003.

    Taxes other than income taxes increased primarily due to a higher assessment of ad valorem and franchise taxes compared to the same period in 2003.

    Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 35.3%, 33.5%, and 33.9%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $80,396 

    $63,838 

    $147,721 

    Cash flow provided by (used in):

    Operating activities

    4,935 

    257,687 

    266,662 

    Investing activities

    (138,510)

    (151,013)

    (277,869)

    Financing activities

    57,702 

    (90,116)

    (72,676)

    Net increase (decrease) in cash and cash equivalents

    (75,873)

    16,558 

    (83,883)

    Cash and cash equivalents at end of period

    $4,523 

    $80,396 

    $63,838 

    Operating Activities

    Cash flow from operations decreased by $252.8 million in 2005 primarily due to a decrease in recovery of deferred fuel and purchased power costs and also due to storm restoration spending caused by Hurricane Katrina.

    Cash flow from operations decreased by $9.0 million in 2004 primarily due to a $12 million income tax payment in 2004 compared to a $78 million income tax refund in 2003 and decreased collections of customer receivables, almost entirely offset by an increase in recovery of deferred fuel and purchased power costs.

    In addition to the direct costs caused by the storms, Hurricanes Katrina and Rita have had other impacts that have affected Entergy Mississippi's liquidity position. The Entergy New Orleans bankruptcy caused fuel and power suppliers to increase their scrutiny of the remaining domestic utility companies with the concern that one of them could suffer similar impacts, particularly after Hurricane Rita. As a result, some suppliers began requiring accelerated payments and decreased credit lines. In addition, the hurricanes damaged certain gas supply lines, thereby decreasing the number of potential suppliers. The hurricanes also exacerbated a market run-up in natural gas and power prices, thereby increasing Entergy Mississippi's ongoing costs, which consumed available credit lines more quickly and in some instances required the posting of additional collateral. Entergy managed through these events thus far, adequately supplied Entergy Mississippi with fuel and power, and as a result of steps taken by it regarding its storm costs expects to have adequate liquidity and credit to continue supplying Entergy Mississippi with fuel and power.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    Investing Activities

    Net cash used in investing activities decreased $12.5 million in 2005 primarily due to money pool activity, partially offset by the maturity in 2004 of $7.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.

    Capital expenditures incurred during 2005 as a result of Hurricane Katrina were $22.4 million.

    Net cash used in investing activities decreased $126.9 million in 2004 primarily due to:

    • cash used in 2003 for other regulatory investments of $72.6 million as a result of under-recovered fuel and purchased power costs;
    • a decrease of $25.6 million in capital expenditures in 2004 due to decreased spending on customer care projects and less transmission upgrade work requested by merchant generators; and
    • the maturity in 2004 of $7.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.

    Financing Activities

    Financing activities provided $57.7 million of cash in 2005 compared to using $90.1 million in 2004 primarily due to money pool activity, the net retirement of $39.9 million in long-term debt in 2004, and a decrease of $24.9 million in common stock dividends paid.

    Net cash used in financing activities increased $17.4 million in 2004 primarily due to an increase of $15.1 million in common stock dividends paid.

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

    Capital Structure

    Entergy Mississippi's capitalization is balanced between equity and debt, as shown in the following table. The decrease in the debt to capital percentage as of December 31, 2005 is primarily due to increased retained earnings.

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    52.6%

     

    51.1%

    Effect of subtracting cash from debt

     

    0.1%

     

    3.1%

    Debt to capital

     

    52.7%

     

    54.2%

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

    Uses of Capital

    Entergy Mississippi requires capital resources for:

    • construction and other capital investments;
    • debt and preferred stock maturities;
    • working capital purposes, including the financing of fuel and purchased power costs; and
    • dividend and interest payments.

    Following are the amounts of Entergy Mississippi's planned construction and other capital investments, and existing debt obligations:

     

    2006

     

    2007-2008

     

    2009-2010

     

    After 2010

     

    Total

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

    capital investment (1)

    $219

     

    $270

     

    N/A

     

    N/A

     

    $489

    Long-term debt

    $-

     

    $100

     

    $-

     

    $595

     

    $695

    Operating leases

    $8

     

    $9

     

    $6

     

    $9

     

    $32

    Purchase obligations (2)

    $186

     

    $330

     

    $328

     

    $1,839

     

    $2,683

    (1)

    Includes approximately $110 to $123 million annually for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems, and to support normal customer growth.

    (2)

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

    In addition to the planned spending in the table above, Entergy Mississippi also expects to make $7 million of payments in 2006 related to Hurricane Katrina restoration work. Also, Entergy Mississippi expects to contribute $16.4 million to its pension plans and $5 million to other postretirement plans in 2006.

    The planned capital investment estimate for Entergy Mississippi reflects capital required to support existing business, customer growth, and the anticipated acquisition of additional generation supply resources. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    In January 2006, Entergy Mississippi purchased for $88 million the Attala power plant, a 480 MW natural gas-fired, combined-cycle generating facility owned by Central Mississippi Generating Company (CMGC). Entergy Mississippi plans to invest approximately $20 million in facility upgrades at the Attala plant plus $3 million in other costs, bringing the total capital cost of the project to approximately $111 million. In November 2005, the MPSC issued an order approving the acquisition of the Attala plant. In December 2005, the MPSC issued an order approving the investment cost recovery through the power management rider and limited the recovery to a period that begins with the closing date of the purchase and ends the earlier of the date costs are incorporated into base rates or December 31, 2006. The planned construction and other capital investments line includes the majority of the estimated cost of the Attala acquisition as a 2006 capital commitment.

    As a wholly-owned subsidiary, Entergy Mississippi dividends its earnings to Entergy Corporation at a percentage determined monthly. Entergy Mississippi's long-term debt indentures restrict the amount of retained earnings available for the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2005, Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $68.5 million.

    Sources of Capital

    Entergy Mississippi's sources to meet its capital requirements include:

    • internally generated funds;
    • cash on hand;
    • debt or preferred stock issuances; and
    • bank financing under new or existing facilities.

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

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

    In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of December 31, 2005. The dividends are cumulative and are payable quarterly. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

    In January 2006, Entergy Mississippi issued $100 million of 5.92% Series of First Mortgage Bonds due February 2016.  Entergy Mississippi used the proceeds to purchase the Attala power plant from Central Mississippi Generating Company, LLC, discussed above, and to repay short-term indebtedness.

    Prior to February 8, 2006, borrowings and securities issuances by Entergy Mississippi were limited to amounts authorized by the SEC. Effective with repeal of PUHCA 1935 on that date, the FERC, under the Federal Power Act, has jurisdiction over its securities issuances. Entergy Mississippi has obtained a short-term borrowing authorization from the FERC under which it may borrow through March 31, 2008, up to the aggregate amount, at any one time outstanding, of $175 million.

    Under a savings provision in PUHCA 2005 which repealed PUHCA 1935, Entergy Mississippi can rely, after the repeal, on the long-term securities issuance authority in its SEC PUHCA 1935 order unless superceded by FERC authorization. Under its SEC order, Entergy Mississippi cannot incur additional indebtedness or issue other securities unless (a) it and Entergy Corporation maintain a common equity ratio of at least 30% and (b) with the exception of money pool borrowings, the security to be issued (if rated) and all outstanding securities of Entergy Mississippi, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Mississippi's short-term borrowing limits.

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

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

     

     

     

     

     

     

     

    ($84,066)

     

    $21,584

     

    $22,076

     

    $8,702

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

    Significant Factors and Known Trends

    State and Local Rate Regulation

    The rates that Entergy Mississippi charges for electricity significantly influence its financial position, results of operations, and liquidity. Entergy Mississippi is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the MPSC, is primarily responsible for approval of the rates charged to customers.

    In December 2005, Entergy Mississippi filed with the MPSC a Notice of Intent to change rates by implementing a Storm Damage Rider to recover storm damage restoration costs associated with Hurricanes Katrina and Rita totaling approximately $84 million as of November 30, 2005. The notice proposes recovery of approximately $14.7 million, including carrying charges, annually over a 60-month period. A hearing on this matter is expected in April 2006. Entergy Mississippi plans to make a second filing in late spring of 2006 to recover additional restoration costs associated with the hurricanes incurred after November 30, 2005.

    Entergy Mississippi made its annual formula rate plan filing with the MPSC in March 2005 based on a 2004 test year. In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on a performance-adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

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

    Federal Regulation

    System Agreement Proceedings

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

    Transmission

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

    Interconnection Orders

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

    Available Flowgate Capacity Proceeding

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

    Energy Policy Act of 2005

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

    Utility Restructuring

    The MPSC has recommended not pursuing open access at this time.

    Market and Credit Risks

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

    Critical Accounting Estimates

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

    Unbilled Revenue

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

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in both 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2003, 2004, and 2005.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     

    Impact on 2005
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $607

     

    $6,909

    Rate of return on plan assets

     

    (0.25%)

     

    $420

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $289

     

    $1,594

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $216

     

    $1,344

    Discount rate

     

    (0.25%)

     

    $132

     

    $1,743

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for Entergy Mississippi in 2005 was $5 million. Entergy anticipates 2006 qualified pension cost to increase to $6 million. Entergy Mississippi contributed $1 million to its qualified pension plans in 2005, and under current law, projects 2006 contributions will be $16.4 million. In January 2006, $2.2 million was funded. All of the amount funded in January 2006 was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.

    Entergy Mississippi's qualified pension accumulated benefit obligation at December 31, 2005 and 2004 exceeded plan assets. As a result, Entergy Mississippi was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2005, Entergy Mississippi increased its additional minimum liability for its qualified pension plans to $42.9 million from $23.5 million at December 31, 2004. Entergy Mississippi decreased its intangible asset for the unrecognized prior service cost to $2.4 million at December 31, 2005 from $3.3 million at December 31, 2004. Entergy Mississippi also increased the regulatory asset to $40.5 million at December 31, 2005 from $20.2 million at December 31, 2004. Net income for 2005, 2004, and 2003 was not impacted.

    Total postretirement health care and life insurance benefit costs for Entergy Mississippi in 2005 were $4.4 million, including $1.8 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy Mississippi expects 2006 postretirement health care and life insurance benefit costs to approximate $5 million, including $2 million in savings due to the estimated effect of future Medicare Part D subsidies. The increase in postretirement health care and life insurance benefit costs is due to the decrease in the discount rate (from 6.00% to 5.90%) and an increase in the health care cost trend rate used to calculate benefit obligations.

    New Accounting Pronouncements

    In December 2005, Entergy Mississippi implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy Mississippi's obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. The net effect of implementing FIN 47 for Entergy Mississippi was recorded as a regulatory asset, with no resulting effect on Entergy Mississippi's net income. Entergy Mississippi recorded this regulatory asset because its existing rate mechanisms allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. Upon implementation of FIN 47 in December 2005, assets and liabilities increased by $4.0 million as a result of recording the asset retirement obligation at its fair value as determined under FIN 47, increasing utility plant by $0.4 million, increasing accumulated depreciation by $0.3 million, and recording the related regulatory asset of $3.9 million.

     

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

    We have audited the accompanying balance sheets of Entergy Mississippi, Inc. as of December 31, 2005 and 2004, and the related statements of income, retained earnings, and cash flows (pages 258 through 262 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Mississippi, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

    ENTERGY MISSISSIPPI, INC.
    INCOME STATEMENTS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $1,306,543    $1,213,629    $1,035,360 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   136,870    335,271    155,168 
      Purchased power   688,800    436,013    449,971 
      Other operation and maintenance   176,202    178,007    174,192 
    Taxes other than income taxes   58,540    53,443    47,734 
    Depreciation and amortization   72,028    65,452    62,984 
    Other regulatory charges (credits) - net   41,414    (1,171)   3,664 
    TOTAL   1,173,854    1,067,015    893,713 
                 
    OPERATING INCOME   132,689    146,614    141,647 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   3,490    4,402    4,576 
    Interest and dividend income   2,560    2,550    1,030 
    Miscellaneous - net   (1,613)   (1,508)   (2,242)
    TOTAL   4,437    5,444    3,364 
                 
    INTEREST AND OTHER CHARGES      
    Interest on long-term debt   39,406    41,681    43,879 
    Other interest - net   4,301    2,956    3,585 
    Allowance for borrowed funds used during construction   (2,636)   (3,116)   (3,942)
    TOTAL   41,071    41,521    43,522 
                 
    INCOME BEFORE INCOME TAXES   96,055    110,537    101,489 
                 
    Income taxes   33,952    37,040    34,431 
                 
    NET INCOME   62,103    73,497    67,058 
                 
    Preferred dividend requirements and other   3,316    3,369    3,369 
                 
    EARNINGS APPLICABLE TO            
    COMMON STOCK   $58,787    $70,128    $63,689 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY MISSISSIPPI, INC.
    STATEMENTS OF CASH FLOWS
         
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $62,103    $73,497    $67,058 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
               
      Other regulatory charges (credits) - net   41,414    (1,171)   3,664 
      Depreciation and amortization   72,028    65,452    62,984 
      Deferred income taxes and investment tax credits   158,004    61,829    34,836 
      Changes in working capital:            
        Receivables   (33,549)   (15,386)   (9,805)
        Fuel inventory   1,050    940    575 
        Accounts payable   37,204    432    1,244 
        Taxes accrued   (69,377)   (27,759)   74,487 
        Interest accrued   1,164    (1,285)   (5,922)
        Deferred fuel costs   (136,749)   111,871    21,669 
        Other working capital accounts   4,487    2,684    11,255 
      Provision for estimated losses and reserves   (3,283)   2,789    (1,137)
      Changes in other regulatory assets   (63,618)   9,401    (9,061)
      Other   (65,943)   (25,607)   14,815 
    Net cash flow provided by operating activities   4,935    257,687    266,662 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (163,584)   (163,413)   (188,995)
    Allowance for equity funds used during construction   3,490    4,402    4,576 
    Change in money pool receivable - net   21,584    492    (13,374)
    Changes in other temporary investments - net     7,506    (7,506)
    Other regulatory investments       (72,570)
    Net cash flow used in investing activities   (138,510)   (151,013)   (277,869)
                 
    FINANCING ACTIVITIES            
    Proceeds from the issuance of:            
      Long-term debt     178,510    292,393 
      Preferred stock   29,151     
    Retirement of long-term debt     (218,457)   (330,000)
    Redemption of preferred stock   (30,269)    
    Change in money pool payable - net   84,066     
    Dividends paid:            
      Common stock   (21,900)   (46,800)   (31,700)
      Preferred stock   (3,346)   (3,369)   (3,369)
    Net cash flow provided by (used in) financing activities   57,702    (90,116)   (72,676)
                 
    Net increase (decrease) in cash and cash equivalents   (75,873)   16,558    (83,883)
                 
    Cash and cash equivalents at beginning of period   80,396    63,838    147,721 
                 
    Cash and cash equivalents at end of period   $4,523    $80,396    $63,838 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $40,445    $43,824    $51,126 
      Income taxes   $4,446    $11,995    ($78,091)

     

    ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETS
    ASSETS
     
        December 31,
      2005   2004
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $4,523    $4,716 
      Temporary cash investment - at cost,        
       which approximates market     75,680 
          Total cash and cash equivalents   4,523    80,396 
    Accounts receivable:        
      Customer   102,202    68,821 
      Allowance for doubtful accounts   (1,826)   (1,126)
      Associated companies   5,415    22,616 
      Other   9,254    12,133 
      Accrued unbilled revenues   33,712    34,348 
          Total accounts receivable   148,757    136,792 
    Deferred fuel costs   113,956   
    Accumulated deferred income taxes     27,924 
    Fuel inventory - at average cost   3,087    4,137 
    Materials and supplies - at average cost   21,521    18,414 
    Prepayments and other   62,759    15,413 
    TOTAL   354,603    283,076 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   5,531    5,531 
    Non-utility property - at cost (less accumulated depreciation)   6,199    6,465 
    TOTAL   11,730    11,996 
             
    UTILITY PLANT        
    Electric   2,473,035    2,385,465 
    Property under capital lease   50    95 
    Construction work in progress   119,354    89,921 
    TOTAL UTILITY PLANT   2,592,439    2,475,481 
    Less - accumulated depreciation and amortization   886,687    870,188 
    UTILITY PLANT - NET   1,705,752    1,605,293 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   17,073    17,628 
      Other regulatory assets   186,197    82,674 
    Long-term receivable   3,270    4,510 
    Other   32,418    31,009 
    TOTAL   238,958    135,821 
             
    TOTAL ASSETS   $2,311,043    $2,036,186 
             
    See Notes to Respective Financial Statements.        
     
     
     
    ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
        December 31,
      2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Accounts payable:        
      Associated companies   $158,579    $65,806 
      Other   83,306    25,543 
    Customer deposits   44,025    37,333 
    Taxes accrued   33,121    40,106 
    Accumulated deferred income taxes   13,233   
    Interest accrued   13,651    12,487 
    Deferred fuel costs     22,793 
    Obligations under capital leases   40    43 
    Other   2,739    8,341 
    TOTAL   348,694    212,452 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   491,857    438,321 
    Accumulated deferred investment tax credits   12,358    13,687 
    Obligations under capital leases   11    52 
    Other regulatory liabilities   34,368   
    Retirement cost liabilities   4,016   
    Accumulated provisions   9,436    12,718 
    Long-term debt   695,146    695,073 
    Other   91,588    76,071 
    TOTAL   1,338,780    1,235,922 
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   50,381    50,381 
    Common stock, no par value, authorized 15,000,000        
     shares; issued and outstanding 8,666,357 shares in 2005 and 2004   199,326    199,326 
    Capital stock expense and other   (682)   (59)
    Retained earnings   374,544    338,164 
    TOTAL   623,569    587,812 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $2,311,043    $2,036,186 
             
    See Notes to Respective Financial Statements.        
             

     

    ENTERGY MISSISSIPPI, INC.
    STATEMENTS OF RETAINED EARNINGS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    Retained Earnings, January 1   $338,164   $314,836   $282,847
                 
      Add:            
        Net income   62,103   73,497   67,058
                 
      Deduct:            
        Preferred dividend requirements and other   3,316   3,369   3,369
        Dividends declared on common stock   21,900   46,800   31,700
        Capital stock and other expenses   507   -   -
          Total   25,723   50,169   35,069
                 
    Retained Earnings, December 31   $374,544   $338,164   $314,836
                 
                 
    See Notes to Respective Financial Statements.            

     

    ENTERGY MISSISSIPPI, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands)
                         
    Operating revenues   $1,306,543   $1,213,629   $1,035,360   $991,095   $1,093,741
    Net Income   $62,103   $73,497   $67,058   $52,408   $39,620
    Total assets   $2,311,043   $2,036,186   $1,952,352   $1,832,372   $1,683,026
    Long-term obligations (1)   $695,157   $695,125   $655,051   $510,240   $589,937
                         
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    Electric Operating Revenues:                    
      Residential   $503   $467   $410   $375   $391
      Commercial   421   397   342   310   328
      Industrial   209   204   174   165   191
      Governmental   41   38   32   29   31
        Total retail   1,174   1,106   958   879   941
      Sales for resale:                    
        Associated companies   62   39   21   63   111
        Non-associated companies   37   30   21   15   21
      Other   34   39   35   34   22
          Total   $1,307   $1,214   $1,035   $991   $1,095
    Billed Electric Energy Sales (GWh):                    
      Residential   5,333   5,085   5,092   5,092   4,867
      Commercial   4,630   4,518   4,476   4,445   4,322
      Industrial   2,967   2,977   2,939   2,910   3,051
      Governmental   411   398   384   382   381
        Total retail   13,341   12,978   12,891   12,829   12,621
      Sales for resale:                    
        Associated companies   516   305   112   1,123   1,728
        Non-associated companies   420   393   331   197   289
          Total   14,277   13,676   13,334   14,149   14,638
                         
                         

    ENTERGY NEW ORLEANS, INC. (Debtor-in-possession)

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Katrina

    In August 2005, Hurricane Katrina caused catastrophic damage to Entergy New Orleans' service territory, including the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area. The storms and flooding resulted in power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Total restoration costs for the repair and/or replacement of Entergy New Orleans' electric and gas facilities damaged by Hurricane Katrina and business continuity costs are estimated to be $275 million, including $184.1 million in construction expenditures and $90.9 million recorded as regulatory assets. The cost estimates do not include other potential incremental losses, such as the inability to recover fixed costs scheduled for recovery through base rates, which base rate revenue was not recovered due to a loss of anticipated sales. For instance, Entergy New Orleans estimates that lost net revenue due to Hurricane Katrina will total approximately $320 million through 2007. In addition, Entergy New Orleans estimates that the hurricanes caused $22 million of uncollectible U.S. Utility customer receivables.

    The estimated storm restoration costs also do not include the longer-term accelerated replacement of the gas distribution system in New Orleans that Entergy New Orleans expects will be necessary due to the massive salt water intrusion into the system caused by the flooding in New Orleans. The salt water intrusion is expected to shorten the life of the gas distribution system, making it necessary to replace that system over time. Entergy New Orleans currently expects the cost of the gas system replacement to be $355 million, with the project beginning in 2008 and extending for many years thereafter.

    Entergy New Orleans has recorded accruals for the portion of the estimated $275 million of storm restoration costs not yet paid. In accordance with its accounting policies, and based on historic treatment of such costs in its service territories and communications with local regulators, Entergy New Orleans recorded assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. Because Entergy New Orleans has not gone through the regulatory process regarding these storm costs, however, there is an element of risk, and Entergy is unable to predict with certainty the degree of success it may have in its recovery initiatives, the amount of restoration costs and incremental losses it may ultimately recover, or the timing of such recovery.

    Entergy New Orleans has made power available to customers who can take service in most areas of its service territory. Some customers in the most devastated areas of New Orleans are unable to accept electric and gas service for a period of time that cannot be estimated. Entergy New Orleans estimates that lost non-fuel revenues in 2006 caused by Hurricane Katrina will be approximately $123 million. Entergy New Orleans's estimate of the revenue impact of customers who are currently unable to accept electric and gas service is subject to change, however, because of a range of uncertainties, in particular the timing of when individual customers will return to service. Restoration for many of these customers will follow major repairs or reconstruction of customer facilities, and will be contingent on validation by local authorities of habitability and electrical safety of customers' structures. As a result of the power outages associated with the hurricane, revenues and receivable collections were significantly lower than normal from September 2005 through December 2005. Because of the uncertainty regarding the collection of its outstanding accounts receivable related to the customer losses, Entergy New Orleans increased its allowance for doubtful accounts by $22 million, with a corresponding increase in regulatory assets.

    Entergy is pursuing a broad range of initiatives to recover storm restoration and business continuity costs and incremental losses. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for damage caused by Hurricanes Katrina and Rita, and, as noted above, pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies.

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through Underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence, and Entergy has been notified by OIL that it expects claims for Hurricane Katrina to materially exceed this limit. Entergy is currently evaluating the amount of the covered losses for each of the affected domestic utility companies, working with insurance adjusters, and preparing proofs of loss for Hurricanes Katrina and Rita. Entergy New Orleans currently estimates that its net insurance recoveries for the losses caused by Hurricane Katrina, including the effect of the OIL aggregation limit being exceeded, will be approximately $250 million.

    In December 2005, the U.S. Congress passed the Katrina Relief Bill, a hurricane aid package that includes $11.5 billion in Community Development Block Grants (for the states affected by Hurricanes Katrina, Rita, and Wilma) that allows state and local leaders to fund individual recovery priorities. The bill includes language that permits funding to be provided to publicly owned utilities. It is uncertain how much funding, if any, will be designated for utility reconstruction and the timing of such decisions is also uncertain. Entergy is currently preparing applications to seek Community Development Block Grant funding.

    Bankruptcy Proceedings

    As a result of Hurricane Katrina Entergy New Orleans' cash receipts were significantly below normal levels due to the number of customers displaced by the storm and the extended interruption in customers' ability to take power. Entergy New Orleans' need to make cash payments continued, however, due to costs associated with fuel used before the hurricane outages along with recurring payments associated with fuel and purchased power contracts, in addition to storm restoration costs and other obligations. On September 23, 2005, Entergy New Orleans filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Louisiana seeking reorganization relief under the provisions of Chapter 11 of the United States Bankruptcy Code. Entergy New Orleans continues to operate its business as a debtor-in-possession (DIP) under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the bankruptcy court.

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. The facility provides the ability for Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. On December 9, 2005, the bankruptcy court issued its order giving final approval for a $200 million debtor-in-possession credit facility and the priority and lien status of the indebtedness under the DIP credit agreement. The indenture trustee of Entergy New Orleans' first mortgage bonds appealed the final order, and that appeal is pending. Subsequent to the indenture trustee filing its notice of appeal, Entergy New Orleans, Entergy Corporation, and the indenture trustee filed with the bankruptcy court a motion to approve a settlement among the parties. The settlement would result in the dismissal of the indenture trustee's appeal. The settlement is set for hearing in the bankruptcy court on March 22, 2006. The DIP credit agreement is discussed in further detail in the "Liquidity and Capital Resources" section below.

    The bankruptcy court has also issued orders allowing Entergy New Orleans to pay certain pre-petition vendors deemed critical to its restoration efforts and allowing Entergy New Orleans to pay certain pre-petition wages, employee benefits, and employment-related taxes.

    Entergy continues to work with the federal, state, and local authorities to resolve the bankruptcy in a manner that allows Entergy New Orleans' customers to be served by a financially viable entity as required by law. Key factors that will influence the timing and outcome of the Entergy New Orleans bankruptcy include:

    • The amount of insurance recovery, if any, and the timing of receipt of proceeds;
    • The amount of assistance, if any, from federal and state government, and the timing of that funding, including Entergy's intended application for Community Development Block Grant funding;
    • The level of economic recovery of New Orleans;
    • The number of customers that return to New Orleans, and the timing of their return; and
    • The amount and timing of any regulatory recovery approved by the City Council.

    The exclusivity period for filing a final plan of reorganization by Entergy New Orleans is currently scheduled to end on April 21, 2006, with solicitation of acceptances of the plan scheduled to be complete by June 20, 2006. If a party to the bankruptcy proceeding, including Entergy New Orleans, requests it, the bankruptcy court has the authority to extend these deadlines. In addition, the bankruptcy judge has set a date of April 19, 2006 by which creditors with prepetition claims against Entergy New Orleans must, with certain exceptions, file their proofs of claim in the bankruptcy case.

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income decreased $26.8 million primarily due to lower net revenue and higher depreciation and amortization expenses, partially offset by lower other operation and maintenance expenses and lower interest charges.

    2004 Compared to 2003

    Net income increased $20.2 million primarily due to higher net revenue.

    Net Revenue

    2005 Compared to 2004

    Net revenue, which is Entergy New Orleans' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, 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 2005 to 2004.

       

    Amount

       

    (In Millions)

         

    2004 net revenue

     

    $239.0 

    Volume/weather

     

    (59.7)

    Net gas revenue

     

    (16.2)

    Net wholesale revenue

     

    18.1 

    Other

     

    (2.0)

    2005 net revenue

     

    $179.2 

    The volume/weather variance is due to a decrease in electricity usage in the service territory caused by Hurricane Katrina. Billed electricity usage decreased a total of 1,343 GWh compared to 2004.

    The net gas revenue variance is due to a decrease in gas usage in the service territory caused by Hurricane Katrina.

    The net wholesale variance is due to an increase in volume as a result of increased generation resulting in more energy available for resale sales in early 2005.

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

    Gross operating revenues decreased primarily due to the net revenue items mentioned above.

    Fuel and purchased power expenses decreased primarily due to a decrease in electricity generated and power purchased as a result of Hurricane Katrina, partially offset by an increase in the market prices of purchased power and natural gas.

    Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory credits decreased primarily due to the deferral in 2004 of voluntary severance plan and fossil plant maintenance expenses in accordance with a stipulation approved by the City Council in August 2004. The stipulation allows for the recovery of these costs through amortization of a regulatory asset. The voluntary severance plan and fossil plant maintenance expenses are being amortized over a five-year period that became effective January 2004 and January 2003, respectively.

    2004 Compared to 2003

    Net revenue, which is Entergy New Orleans' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, 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 2004 to 2003.

       

    Amount

       

    (In Millions)

         

    2003 net revenue

     

    $208.3 

    Base rates

     

    10.6 

    Volume/weather

     

    8.3 

    2004 deferrals

     

    7.5 

    Price applied to unbilled electric sales

     

    3.7 

    Other

     

    0.6 

    2004 net revenue

     

    $239.0 

    The increase in base rates was effective June 2003. The rate increase is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

    The volume/weather variance is primarily due to increased billed electric usage of 162 GWh in the industrial service sector. The increase was partially offset by milder weather in the residential and commercial sectors.

    The 2004 deferrals variance is due to a stipulation approved by the City Council in August 2004, discussed above.

    The price applied to unbilled electric sales variance is due to an increase in the fuel price applied to unbilled sales. See "Critical Accounting Estimates" below and Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for unbilled revenues.

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

    Gross operating revenues increased primarily due to an increase in gross wholesale revenue as a result of an increase of $32.4 million in sales to affiliates and an increase of $28.7 million in fuel revenues due to higher fuel rates, in addition to the net revenue items mentioned above.

    Fuel and purchased power expenses increased primarily due to an increase in electricity generated and power purchased coupled with an increase in the market prices of natural gas and purchased power.

    Other regulatory credits have no material effect on net income due to recovery of such expenses. Other regulatory credits increased primarily due to a stipulation approved by the City Council in August 2004, as discussed above.

    Other Income Statement Variances

    2005 Compared to 2004

    Other operation and maintenance expenses decreased primarily due to the following:

    • a decrease of $11.6 million due to a shift in labor and material costs from normal maintenance work to storm restoration work as a result of Hurricane Katrina;
    • a decrease of $7.9 million in contract and material costs for a fossil plant as a result of prior year maintenance outages; and
    • a decrease of $1.6 million in payroll costs.

    Depreciation and amortization expenses increased due to an adjustment in 2005 in the estimated salvage values included in the depreciation calculation of certain depreciable assets.

    Other income decreased primarily due to a decrease in the investment in the customer service system in accordance with a formula rate plan settlement partially offset by an increase in the allowance for equity funds used during construction as a result of an increase in construction work in progress due to Hurricane Katrina.

    Interest on long-term debt decreased primarily due to the cessation of interest accruals as a result of the bankruptcy filing in addition to lower interest recorded prior to the bankruptcy filing as a result of the refinancing of long-term debt in 2004.

    2004 Compared to 2003

    Other operation and maintenance expenses decreased slightly primarily due to the $4.7 million voluntary severance program accruals in 2003. The decrease was offset by increases in customer service support costs and maintenance and outage costs at fossil plants.

    The increase in miscellaneous income is primarily due to an asbestos insurance settlement in April 2004.

    Interest on long-term debt decreased primarily due to long-term debt refinancing in the third quarter of 2003.

    Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 58.9%, 37.5%, and 42.8%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35% to the effective income tax rate. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Preferred Dividends

    As a result of Entergy New Orleans' bankruptcy filing, no preferred dividends were declared during the third and fourth quarters of 2005.

    Entergy New Orleans has 77,798 shares of $100 par value, 4-3/4% series preferred stock ("4-3/4% Preferred") issued and outstanding.  The 4-3/4% Preferred is non-voting, limited and preferred as to dividends, has a preference in liquidation over the common stock equal to its par value ($100), has redemption rights equal to 105% of its issue price and is not convertible into any other class of stock. The 4-3/4% Preferred is entitled to a quarterly dividend to be paid on the first day of January, April, July, and October.  Due to its bankruptcy, Entergy New Orleans did not pay the preferred stock dividends due October 1, 2005 or January 1, 2006.  If dividends with respect to the 4-3/4% Preferred are not paid by July 1, 2006, the holders of these shares will have the right to elect a majority of the Entergy New Orleans board of directors.  If the 4-3/4% Preferred obtain the right to elect a majority of the Entergy New Orleans board of directors, Entergy New Orleans will no longer be a member of the Entergy Consolidated Tax Return Group.  If Entergy New Orleans is not a member of the Entergy Consolidated Tax Return Group, Entergy New Orleans is not entitled to benefits under the Entergy Income Tax Allocation Agreement.

    Liquidity and Capital Resources

    Debtor-in-Possession Credit Agreement

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. On December 9, 2005, the bankruptcy court issued its final order approving the DIP Credit Agreement. The indenture trustee of Entergy New Orleans' first mortgage bonds appealed the final order, and that appeal is pending. Subsequent to the indenture trustee filing its notice of appeal, Entergy New Orleans, Entergy Corporation, and the indenture trustee filed with the bankruptcy court a motion to approve a settlement among the parties. The settlement would result in the dismissal of the indenture trustee's appeal. The settlement is set for hearing in the bankruptcy court on March 22, 2006.

    The credit facility provides for up to $200 million in loans. These funds were requested to enable Entergy New Orleans to meet its liquidity needs, including employee wages and benefits and payments under power purchase and gas supply agreements, and to continue its efforts to repair and restore the facilities needed to serve its electric and gas customers. The facility provides the ability for Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. As of December 31, 2005, Entergy New Orleans had $90 million of outstanding borrowings under the DIP credit agreement. Management currently expects the bankruptcy court-authorized funding level to be sufficient to fund Entergy New Orleans' expected level of operations through 2006.

    Borrowings under the DIP credit agreement are due in full, and the agreement will terminate, at the earliest of (i) August 23, 2006, or such later date as Entergy Corporation shall agree to in its sole discretion, (ii) the acceleration of the loans and the termination of the DIP credit agreement in accordance with its terms, (iii) the date of the closing of a sale of all or substantially all of Entergy New Orleans' assets pursuant to section 363 of the United States Bankruptcy Code or a confirmed plan of reorganization, or (iv) the effective date of a plan of reorganization in Entergy New Orleans' bankruptcy case.

    As security for Entergy Corporation as the lender, the terms of the December 9, 2005 bankruptcy court order provide that all borrowings by Entergy New Orleans under the DIP Credit Agreement are: (i) entitled to superpriority administrative claim status pursuant to section 364(c)(1) of the Bankruptcy Code; (ii) secured by a perfected first priority lien on all property of Entergy New Orleans pursuant to sections 364(c)(2) and 364(d) of the Bankruptcy Code, except on any property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens of the lender on Entergy New Orleans' $15 million credit facility; and (iii) secured by a perfected junior lien pursuant to section 364(c)(3) of the Bankruptcy Code on all property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens in favor of the lender on Entergy New Orleans' $15 million credit facility that existed as of the date Entergy New Orleans filed its bankruptcy petition.

    The lien granted by the bankruptcy court under sections 364(c)(2) and 364(d) primes the liens that secure Entergy New Orleans' obligations under its mortgage bond indenture that existed as of the date Entergy New Orleans filed its bankruptcy petition. To secure Entergy New Orleans' obligations under its mortgage bond indenture, the bankruptcy court's December 9, 2005 order grants in favor of the bond trustee, for the benefit of itself and the bondholders, a lien on all Entergy New Orleans property that secures its obligations under the DIP Credit Agreement. The lien in favor of the bond trustee is senior to all other liens except for the liens in favor of the lender on Entergy New Orleans' $15 million credit facility and Entergy Corporation.

    The interest rate on borrowings under the DIP credit agreement will be the average interest rate of borrowings outstanding under Entergy Corporation's $2 billion revolving credit facility, which was approximately 4.7% per annum at December 31, 2005.

    Events of default under the DIP credit agreement include: failure to make payment of any installment of principal or interest when due and payable; the occurrence of a change of control of Entergy New Orleans; failure by either Entergy New Orleans or Entergy Corporation to receive other necessary governmental approvals and consents; the occurrence of an event having a materially adverse effect on Entergy New Orleans or its prospects; and customary bankruptcy-related defaults, including, without limitation, appointment of a trustee, "responsible person," or examiner with expanded powers, conversion of Entergy New Orleans' chapter 11 case to a case under chapter 7 of the Bankruptcy Code, and the interim or final orders approving the DIP Credit Agreement being stayed or modified or ceasing to be in full force and effect.

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $7,954 

    $4,669 

    $66,247 

    Cash flow provided by (used in):

    Operating activities

    (41,152)

    63,207 

    5,477 

    Investing activities

    (52,998)

    (48,910)

    (63,089)

    Financing activities

    134,252 

    (11,012)

    (3,966)

    Net increase (decrease) in cash and cash equivalents

    40,102 

    3,285 

    (61,578)

    Cash and cash equivalents at end of period

    $48,056 

    $7,954 

    $4,669 

    Operating Activities

    Entergy New Orleans operating activities used $41.2 million in 2005 compared to providing $63.2 million in 2004 primarily due to the effects of Hurricane Katrina including lower net income, storm restoration spending, decreased recovery of deferred fuel costs, and decreased collection of receivables in addition to a pension fund contribution of $12 million made in April 2005, partially offset by an increase of $12.3 million in income tax refunds in 2005.

    Cash flow from operations increased $57.7 million in 2004 primarily due to increased net income and the timing of collections of receivables.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    Investing Activities

    Net cash used in investing activities increased $4.1 million in 2005 primarily due to increased capital expenditures related to distribution projects as a result of Hurricane Katrina. Capital expenditures made during 2005 as a result of Hurricane Katrina were $26.5 million.

    Net cash used in investing activities decreased $14.2 million in 2004 primarily due to capital expenditures related to a turbine inspection project at a fossil plant in 2003 and decreased customer service spending.

    Financing Activities

    Financing activities provided $134.3 million of cash in 2005 compared to using $11.0 million of cash in 2004 due to the borrowing of $90 million under the DIP credit agreement in addition to money pool activity and a $15 million borrowing under a 364-day credit facility.

    Net cash used in financing activities increased $7.0 million in 2004 primarily due to the costs and expenses related to refinancing $75 million of long-term debt in 2004 and an increase of $2.2 million in common stock dividends paid.

    In July 2003, Entergy New Orleans issued $30 million of 3.875% Series First Mortgage Bonds due August 2008 and $70 million of 5.25% Series First Mortgage Bonds due August 2013. The proceeds from these issuances were used to redeem, prior to maturity, $30 million of 7% Series First Mortgage Bonds due July 2008, $40 million of 8% Series bonds due March 2006, and $30 million of 6.65% Series First Mortgage Bonds due March 2004. The issuances and redemptions are not shown on the cash flow statement because the proceeds from the issuances were placed in a trust for use in the redemptions and never held as cash by Entergy New Orleans.

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

    Capital Structure

    Entergy New Orleans' capitalization is shown in the following table. The increase in the debt to capital percentage as of December 31, 2005 is primarily the result of increased debt outstanding due to additional borrowings on the DIP credit facility and 364-day credit facility.

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    62.8%

     

    56.0%

    Effect of subtracting cash from debt

     

    3.6%

     

    0.9%

    Debt to capital

     

    66.4%

     

    56.9%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, the DIP credit facility, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy 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' financial condition.

    Uses of Capital

    Entergy New Orleans requires capital resources for:

    • construction and other capital investments;
    • working capital purposes, including the financing of fuel and purchased power costs; and
    • dividend payments.

    Following are the amounts of Entergy New Orleans' planned construction and other capital investments and existing debt obligations:

     

    2006

     

    2007-2008

     

    2009-2010

     

    After 2010

     

    Total

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

    capital investment (1)

    $21

     

    $72

     

    N/A

     

    N/A

     

    $93

    Long-term debt

    $-

     

    $30

     

    $30

     

    $170

     

    $230

    Operating leases

    $2

     

    $2

     

    $1

     

    $-

     

    $5

    Purchase obligations (2)

    $209

     

    $337

     

    $284

     

    $1,217

     

    $2,047

    (1)

    Consists almost entirely of maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.

    (2)

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

    In addition to the planned spending in the table above, Entergy New Orleans also expects to make $46 million of payments in 2006 related to Hurricane Katrina restoration work.

    The planned capital investment estimate for Entergy New Orleans reflects capital required to support existing business. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, and the ability to access capital. Management provides more information on long-term debt and preferred stock maturities in Notes 5 and 6 and to the domestic utility companies and System Energy financial statements.

    At the September 27, 2005 City Council meeting, the City Council adopted a number of emergency measures proposed by Entergy New Orleans to address the effects of Hurricane Katrina on Entergy New Orleans' operations and load. These included the approval of the temporary sale by Entergy New Orleans of the output related to certain purchased power agreements to Entergy Gulf States and Entergy Louisiana, as well as the temporary sale into the wholesale market of Entergy New Orleans' share of the output of Grand Gulf. The City Council also granted Entergy New Orleans' request to suspend temporarily the generation performance-based recovery plan effective with the September 2005 operations month. In addition, the City Council authorized Entergy New Orleans to unwind certain financial gas hedging transactions that had been executed for the 2005-2006 winter heating season to reflect Entergy New Orleans' reduced gas resale customer load as a consequence of Hurricane Katrina. The proceeds of the unwinding, or early settlement, of these gas hedging transactions were used for storm restoration efforts and accounted for as credits to various resale gas customer obligations owed to Entergy New Orleans.

    Sources of Capital

    Entergy New Orleans' sources to meet its capital requirements include:

    • internally generated funds;
    • cash on hand; and
    • the DIP credit facility.

    Entergy New Orleans issued $30 million of First Mortgage Bond in 2005 as follows:

    Issue Date

     

    Description

     

    Maturity

     

    Amount

     

     

     

     

     

     

    (In Thousands)

     

     

     

     

     

     

     

    June 2005

     

    4.98% Series

     

    July 2010

     

    $30,000

    Proceeds from the issuance in June 2005 were used to retire the following First Mortgage Bond:

    Retirement Date

     

    Description

     

    Maturity

     

    Amount

     

     

     

     

     

     

    (In Thousands)

     

     

     

     

     

     

     

    July 2005

     

    8.125% Series

     

    July 2005

     

    $30,000

    In July 2005, Entergy Louisiana and Entergy New Orleans renewed their 364-day credit facilities with the same lender through May 2006. Entergy New Orleans increased the amount of its credit facility to $15 million, the same amount as Entergy Louisiana's facility. The combined amount of outstanding borrowings on the two facilities by the two companies cannot exceed $15 million. Entergy New Orleans has outstanding borrowings on this credit facility of $15 million at December 31, 2005. Entergy New Orleans granted the lender a security interest in its customer accounts receivables to secure its borrowings under this facility. Currently the lender has put a hold on a bank account in which Entergy New Orleans has $15 million deposited.

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

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

     

     

     

     

     

     

     

    ($35,558)

     

    $1,413

     

    $1,783

     

    $3,500

    See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool. Entergy New Orleans remains a participant in the money pool, but Entergy New Orleans has not made, and does not expect to make, any additional borrowings from the pool while it is in bankruptcy proceedings. The money pool borrowings as of December 31, 2005 are classified as a pre-petition obligation subject to compromise on Entergy New Orleans' balance sheet.

    Significant Factors and Known Trends

    State and Local Rate Regulation

    The rates that Entergy New Orleans charges for electricity and natural gas significantly influence its financial position, results of operations, and liquidity. Entergy New Orleans is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the City Council, is primarily responsible for approval of the rates charged to customers.

    In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council.  The filings showed that a decrease of $0.2 million in electric revenues was warranted and an increase of $3.9 million in gas revenues was warranted. In addition, in May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plan and generation performance-based rate plan (G-PBR) for an additional three years. In August 2005, Entergy New Orleans, the City Council advisors, and the intervenors entered into an agreement in principle which provided, among other things, for a reduction in Entergy New Orleans' electric base rates of $2.5 million and no change in Entergy New Orleans' gas base rates. The agreement provided for the continuation of the electric and gas formula rate plans for two more annual cycles, effective September 1, 2005, with a target equity ratio of 45% as well as a mid-point return on equity of 10.75%. The ROE band-width is 100 basis points from the mid-point for electric operations. The ROE band-width is zero basis points for the 2005 evaluation period and 50 basis points from the mid-point for gas operations. The agreement in principle also includes the continuation and modification of the G-PBR by separating the operation of the G-PBR from the formula rate plan so that the core business' electric rates are not set on a prospective basis by reference to G-PBR earnings. The agreement in principle provides for a $4.5 million cap on Entergy New Orleans' share of G-PBR savings. The G-PBR plan, however, has been temporarily suspended due to impacts from Hurricane Katrina. Entergy New Orleans will notify the City Council's advisors and the City Council at such time as it is reasonable to resume the operation of the G-PBR. In September 2005, the City Council approved the agreement in principle effective as of September 1, 2005.

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

    Plaintiffs also filed a corresponding complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs appealed the City Council resolution to the state courts. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. Subsequent to Entergy New Orleans' filing of a bankruptcy petition in the Eastern District of Louisiana, Entergy New Orleans filed a Notice of Stay with the Court of Appeal. The plaintiffs have filed a motion with the Bankruptcy Court requesting that the stay be lifted. The briefing schedule in the Court of Appeal has been continued.

    In addition to rate proceedings, Entergy New Orleans' fuel costs recovered from customers are subject to regulatory scrutiny.

    Entergy New Orleans' retail and wholesale rate matters and proceedings, including fuel cost recovery- related issues, are discussed more thoroughly in Note 2 to the domestic utility companies and System Energy financial statements.

    Federal Regulation

    System Agreement Proceedings

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

    Transmission

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

    Available Flowgate Capacity Proceeding

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

    Energy Policy Act of 2005

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

    Market and Credit Risks

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

    Environmental Risks

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

    Litigation Risks

    The territory in which Entergy New Orleans operates has proven to be an unusually litigious environment. Judges and juries in New Orleans have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy New Orleans uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

    Critical Accounting Estimates

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

    Unbilled Revenue

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

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in both 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2003, 2004, and 2005.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     

    Impact on 2005
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $266

     

    $3,120

    Rate of return on plan assets

     

    (0.25%)

     

    $100

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $127

     

    $799

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $169

     

    $1,097

    Discount rate

     

    (0.25%)

     

    $77

     

    $1,404

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for Entergy New Orleans in 2005 was $5.3 million. Entergy New Orleans anticipates 2006 qualified pension cost to be $5.9 million. Entergy New Orleans contributed $14.4 million to its qualified pension plans in 2005. No contributions are planned for 2006.

    Entergy New Orleans' qualified pension accumulated benefit obligation at December 31, 2005 and 2004 exceeded plan assets. As a result, Entergy New Orleans was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2005 Entergy New Orleans increased its additional minimum liability for its qualified pension plans to $24.3 million from $16.9 million at December 31, 2004. Entergy New Orleans decreased its intangible asset for the unrecognized prior service cost to $1 million at December 31, 2005 from $1.7 million at December 31, 2004. Entergy New Orleans increased the regulatory asset to $23.3 million at December 31, 2005 from $15.2 million at December 31, 2004. Net income for 2005, 2004, and 2003 was not impacted.

    Total postretirement health care and life insurance benefit costs for Entergy New Orleans in 2005 were $4.5 million, including $1.3 million in savings due to the estimated effect of future Medicare Part D subsidies. Entergy New Orleans expects 2006 postretirement health care and life insurance benefit costs to approximate $5 million, including $1.5 million in savings due to the estimated effect of future Medicare Part D subsidies.

    New Accounting Pronouncements

    In December 2005, Entergy New Orleans implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent Entergy New Orleans' obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. The net effect of implementing FIN 47 for Entergy New Orleans was recorded as a regulatory asset, with no resulting effect on Entergy New Orleans' net income. Entergy New Orleans recorded this regulatory asset because its existing rate mechanisms allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. Upon implementation of FIN 47 in December 2005, assets and liabilities increased by $2.4 million as a result of recording the asset retirement obligation at its fair value as determined under FIN 47, increasing utility plant by $0.1 million, increasing accumulated depreciation by $0.1 million, and recording the related regulatory asset of $2.4 million.

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

    We have audited the accompanying balance sheets of Entergy New Orleans, Inc. (Debtor-in-Possession) (the "Company") as of December 31, 2005 and 2004, and the related statements of income, retained earnings, and cash flows (pages 280 through 284 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy New Orleans, Inc. (Debtor-in-Possession) as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 14 to the respective financial statements, the Company has filed for reorganization under Chapter 11 of the Federal Bankruptcy Code. The accompanying financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to shareholder accounts, the effect of any changes that may be made in the capitalization of the Company; or (d) as to operations the effect of any changes that may be made in its business.

    The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As further discussed in Note 14 to the respective financial statements, the Company's filing for reorganization under Chapter 11 raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 14. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    INCOME STATEMENTS
                 
      For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $536,016    $588,457    $527,660 
    Natural gas   137,310    147,411    126,356 
    TOTAL   673,326    735,868    654,016 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   217,365    245,301    214,735 
      Purchased power   273,576    256,190    231,787 
      Other operation and maintenance   89,130    107,874    108,217 
    Taxes other than income taxes   41,538    43,577    42,198 
    Depreciation and amortization   33,975    29,657    30,004 
    Reorganization items   1,489     
    Other regulatory charges (credits) - net   3,181    (4,670)   (843)
    TOTAL   660,254    677,929    626,098 
                 
    OPERATING INCOME   13,072    57,939    27,918 
                 
    OTHER INCOME            
    Allowance for equity funds used during construction   3,229    1,378    2,085 
    Interest and dividend income   1,795    720    825 
    Miscellaneous - net   (4,110)   270    (1,453)
    TOTAL   914    2,368    1,457 
                 
    INTEREST AND OTHER CHARGES      
    Interest on long-term debt   10,153    15,357    17,436 
    Other interest - net   3,402    1,253    350 
    Allowance for borrowed funds used during construction   (2,609)   (1,243)   (2,145)
    TOTAL   10,946    15,367    15,641 
                 
    INCOME BEFORE INCOME TAXES   3,040    44,940    13,734 
                 
    Income taxes   1,790    16,868    5,875 
                 
    NET INCOME   1,250    28,072    7,859 
                 
    Preferred dividend requirements and other   482    965    965 
                 
    EARNINGS APPLICABLE TO             
    COMMON STOCK   $768    $27,107    $6,894 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    STATEMENTS OF CASH FLOWS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
    OPERATING ACTIVITIES            
    Net income   $1,250    $28,072    $7,859 
    Adjustments to reconcile net income to net cash flow provided by
    (used in) operating activities:
               
      Other regulatory charges (credits) - net   3,181    (4,670)   (843)
      Depreciation and amortization   33,975    29,657    30,004 
      Deferred income taxes and investment tax credits   156,154    39,782    15,401 
      Changes in working capital:            
        Receivables   (17,902)   8,792    (43,025)
        Fuel inventory   (3,867)   1,399    (2,296)
        Accounts payable   36,897    (3,014)   17,817 
        Taxes accrued   (72,073)   (13,056)   1,372 
        Interest accrued   (2,089)   (1,455)   (276)
        Deferred fuel costs   (28,034)   (5,279)   (12,162)
        Other working capital accounts   (6,568)   2,121    (7,553)
      Provision for estimated losses and reserves   (1,632)   (1,305)   (1,634)
      Changes in pension liability   (1,151)   6,260    11,986 
      Changes in other regulatory assets   (59,707)   (5,380)   (9,473)
      Other   (79,586)   (18,717)   (1,700)
    Net cash flow provided by (used in) operating activities   (41,152)   63,207    5,477 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (57,640)   (51,264)   (66,285)
    Allowance for equity funds used during construction   3,229    1,378    2,085 
    Change in money pool receivable - net   1,413    370    1,717 
    Changes in other temporary investments - net    -    606    (606)
    Net cash flow used in investing activities   (52,998)   (48,910)   (63,089)
                 
    FINANCING ACTIVITIES            
    Borrowings on DIP credit facility   90,000     
    Proceeds from the issuance of long-term debt   29,783    72,640   
    Retirement of long-term debt   (30,065)   (77,487)  
    Change in money pool payable - net   35,558     
    Changes in short-term borrowings   15,000     
    Dividends paid:            
      Common stock   (5,300)   (5,200)   (3,001)
      Preferred stock   (724)   (965)   (965)
    Net cash flow provided by (used in) financing activities   134,252    (11,012)   (3,966)
                 
    Net increase (decrease) in cash and cash equivalents   40,102    3,285    (61,578)
                 
    Cash and cash equivalents at beginning of period   7,954    4,669    66,247 
                 
    Cash and cash equivalents at end of period   $48,056    $7,954    $4,669 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $20,066    $16,172    $17,427 
      Income taxes   ($18,000)   ($5,736)   ($13,530)
                 
    See Notes to Respective Financial Statements.            

     

    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    BALANCE SHEETS
    ASSETS
     
      December 31,
      2005   2004
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $48,056    $2,998 
      Temporary cash investments - at cost,        
       which approximates market     4,956 
          Total cash and cash equivalents   48,056    7,954 
    Accounts receivable:        
      Customer   82,052    47,356 
      Allowance for doubtful accounts   (25,422)   (3,492)
      Associated companies   17,895    12,223 
      Other   6,530    7,329 
      Accrued unbilled revenues   23,698    24,848 
          Total accounts receivable   104,753    88,264 
    Deferred fuel   30,593    2,559 
    Fuel inventory - at average cost   8,048    4,181 
    Materials and supplies - at average cost   8,961    9,150 
    Prepayments and other   61,581    3,467 
    TOTAL   261,992    115,575 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   3,259    3,259 
    Non-utility property at cost (less accumulated depreciation)   1,107   
        4,366    3,259 
             
    UTILITY PLANT        
    Electric   691,045    699,072 
    Natural gas   189,207    183,728 
    Construction work in progress   202,353    33,273 
    TOTAL UTILITY PLANT   1,082,605    916,073 
    Less - accumulated depreciation and amortization   428,053    435,519 
    UTILITY PLANT - NET   654,552    480,554 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      Other regulatory assets   166,133    40,354 
    Long term receivables   1,812    2,492 
    Other   31,266    20,540 
    TOTAL   199,211    63,386 
             
    TOTAL ASSETS   $1,120,121    $662,774 
             
    See Notes to Respective Financial Statements.        
     
     
     
    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
     
      December 31,
      2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $ -   $30,000
    DIP credit facility   90,000   -
    Notes payable   15,000   -
    Accounts payable:        
      Associated companies   55,923   30,563
      Other   228,496   44,149
    Customer deposits   16,930   17,187
    Taxes accrued   -   2,592
    Accumulated deferred income taxes   1,898   1,906
    Interest accrued   1,195   4,757
    Energy Efficiency Program provision   -   6,611
    Other   2,018   3,477
    TOTAL CURRENT LIABILITIES NOT SUBJECT TO COMPROMISE   411,460   141,242
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   127,680   47,062
    Accumulated deferred investment tax credits   3,570   3,997
    SFAS 109 regulatory liability - net   52,229   46,406
    Other regulatory liabilities   591   -
    Retirement cost liability   2,421   -
    Accumulated provisions   2,119   9,323
    Pension liability   35,694   36,845
    Long-term debt   -   199,902
    Other   5,730   3,755
    TOTAL NON-CURRENT LIABILITIES NOT SUBJECT TO COMPROMISE   230,034   347,290
             
    LIABILITIES SUBJECT TO COMPROMISE   308,917   -
             
    TOTAL LIABILITIES   950,411   488,532
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   19,780   19,780
    Common stock, $4 par value, authorized 10,000,000        
     shares; issued and outstanding 8,435,900 shares in 2005        
     and 2004   33,744   33,744
    Paid-in capital   36,294   36,294
    Retained earnings   79,892   84,424
    TOTAL   169,710   174,242
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $1,120,121   $662,774
             
    See Notes to Respective Financial Statements.        
             

     

    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    STATEMENTS OF RETAINED EARNINGS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    Retained Earnings, January 1   $84,424   $62,517   $58,624
                 
      Add:            
        Net income   1,250   28,072   7,859
                 
      Deduct:            
        Dividends declared:            
          Preferred stock   482   965   965
          Common stock   5,300   5,200   3,001
    Total   5,782   6,165   3,966
                 
    Retained Earnings, December 31   $79,892   $84,424   $62,517
                 
                 
    See Notes to Respective Financial Statements.            
                 

     

    ENTERGY NEW ORLEANS, INC.
    (DEBTOR-IN-POSSESSION)
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (In Thousands)
                         
    Operating revenues   $673,326   $735,868   $654,016   $507,874    $630,850 
    Net Income (loss)   $1,250   $28,072   $7,859   ($230)   ($2,195)
    Total assets   $1,120,121   $662,774   $629,627   $584,705    $566,037 
    Long-term obligations (1)   $229,859   $199,902   $229,217   $229,191    $299,097 
                         
    (1) Includes long-term debt (excluding currently maturing debt). As a result of Entergy New Orleans' bankruptcy filing, long-term obligations are classified as pre-petion liablities subject to compromise on the Balance Sheet as of December 31, 2005.
                         
        2005   2004   2003   2002   2001
        (Dollars In Millions)
    Electric Operating Revenues:                    
      Residential   $150   $184   $178   $170   $190
      Commercial   145   171   162   154   186
      Industrial   32   34   27   25   32
      Governmental   59   70   68   66   81
        Total retail   386   459   435   415   489
      Sales for resale:                    
        Associated companies   117   118   85   7   10
        Non-associated companies   21   2   2   2   3
      Other   12   9   6   1   1
        Total   $536   $588   $528   $425   $503
    Billed Electric Energy Sales (GWh):                    
      Residential   1,616   2,139   2,133   2,158   1,981
      Commercial   1,798   2,316   2,262   2,255   2,185
      Industrial   498   575   413   409   414
      Governmental   800   1,025   1,036   1,053   1,017
        Total retail   4,712   6,055   5,844   5,875   5,597
      Sales for resale:                    
        Associated companies   1,705   1,514   1,312   144   115
        Non-associated companies   336   25   28   32   59
          Total   6,753   7,594   7,184   6,051   5,771
                         

    SYSTEM ENERGY RESOURCES, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

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

    Results of Operations

    Net Income

    2005 Compared to 2004

    Net income increased $5.7 million primarily due to higher interest income earned on temporary cash and money pool investments.

    2004 Compared to 2003

    Net income remained relatively unchanged, decreasing $0.06 million in 2004.

    Income Taxes

    The effective income tax rates for 2005, 2004, and 2003 were 38.3%, 42.4%, and 41.7%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate. Tax reserves not expected to reverse within the next year are reflected as non-current taxes accrued on the balance sheet.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the years ended December 31, 2005, 2004, and 2003 were as follows:

    2005

    2004

    2003

    (In Thousands)

    Cash and cash equivalents at beginning of period

    $216,355 

    $52,536 

    $113,159 

    Cash flow provided by (used in):

    Operating activities

    274,239 

    375,456 

    112,865 

    Investing activities

    (273,500)

    (87,581)

    (57,113)

    Financing activities

    (141,390)

    (124,056)

    (116,375)

    Net increase (decrease) in cash and cash equivalents

    (140,651)

    163,819 

    (60,623)

    Cash and cash equivalents at end of period

    $75,704 

    $216,355 

    $52,536 

    Operating Activities

    Cash flow from operations decreased by $101.2 million in 2005 primarily due to income tax payments of $29.9 million in 2005 compared to income tax refunds of $70.6 million in 2004.

    Cash flow from operations increased by $262.6 million in 2004 primarily due to income tax refunds of $70.6 million in 2004 compared to income tax payments of $230.9 million in 2003.

    In 2003, the domestic utility companies and System Energy filed, with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold.  The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under the IRS capitalization regulations.  The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return.  Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change.  The Internal Revenue Service issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method.  Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006.  Entergy Arkansas' share of this reversal is $270 million, Entergy Gulf States' share is $148 million, Entergy Louisiana's share is $145 million, Entergy Mississippi's share is $124 million, Entergy New Orleans' share is $27 million, and System Energy's share is $62 million.  In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold.  It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income.  As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time.  However, to the extent the individual companies making this election do not have other deductions or other sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement.  At this time, it is estimated that Entergy Mississippi would owe $1 million, and System Energy would owe $9 million.  The new tax accounting method is also subject to IRS scrutiny.  Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

    Investing Activities

    The increase of $185.9 million in net cash used in investing activities in 2005 was primarily due to money pool activity. Also contributing to the increase was an increase of $5.2 million in construction expenditures primarily resulting from capital spending on dry fuel storage partially offset by the reclassification of inventory items to capital in 2004.

    Net cash used for investing activities increased by $30.5 million primarily due to money pool activity and an increase in construction expenditures caused by a reclassification of inventory items to capital, partially offset by the maturity of $6.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.

    Financing Activities

    The increase of $17.3 million in net cash used in financing activities in 2005 was primarily due to an increase of $22.4 million in the January 2005 principal payment made on the Grand Gulf sale-leaseback compared to the January 2004 principal payment and an increase of $8 million in common stock dividends paid. The increase was partially offset by the retirement of $7.6 million of long-term debt in 2004 and $5.5 million in costs related to System Energy refunding bonds associated with its Grand Gulf Lease Obligation in May 2004.

    The increase of $7.7 million in net cash used in financing activities in 2004 was primarily due to $5.5 million in costs related to System Energy refunding bonds associated with its Grand Gulf Lease Obligation in May 2004 and the retirement of $7.6 million of long-term debt 2004. The increase was partially offset by a decrease of $5.0 million in the January 2004 principal payment made on the Grand Gulf sale-leaseback compared to the January 2003 principal payment.

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

    Capital Structure

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

     

     

    December 31,
    2005

     

    December 31,
    2004

     

     

     

     

     

    Net debt to net capital

     

    49.0%

     

    44.7%

    Effect of subtracting cash from debt

     

    2.1%

     

    6.5%

    Debt to capital

     

    51.1%

     

    51.2%

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

    Uses of Capital

    System Energy requires capital resources for:

    • construction and other capital investments;
    • debt maturities;
    • working capital purposes, including the financing of fuel costs; and
    • dividend and interest payments.

    Following are the amounts of System Energy's planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

     

    2006

     

    2007-2008

     

    2009-2010

     

    After 2010

     

    Total

     

    (In Millions)

    Planned construction and

     

     

     

     

     

     

     

     

     

      capital investment

    $14

     

    $66

     

    N/A

     

    N/A

     

    $80

    Long-term debt

    $23

     

    $120

     

    $70

     

    $630

     

    $843

    Nuclear fuel lease obligations (1)

    $28

     

    $60

     

    N/A

     

    N/A

     

    $88

    (1)

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

    System Energy expects to contribute $13 million to pension plans and $1.2 million to other postretirement plans in 2006.

    The planned capital investment estimate for System Energy reflects capital required to support the existing business of System Energy. Management provides more information on long-term debt in Note 5 to the domestic utility companies and System Energy financial statements.

    As a wholly-owned subsidiary, System Energy dividends its earnings to Entergy Corporation at a percentage determined monthly. Currently, all of System Energy's retained earnings are available for distribution.

    Sources of Capital

    System Energy's sources to meet its capital requirements include:

    • internally generated funds;
    • cash on hand;
    • debt issuances; and
    • bank financing under new or existing facilities.

    System Energy had three-year letters of credit in place that were scheduled to expire in March 2003 securing certain of its obligations related to the sale-leaseback of a portion of Grand Gulf. System Energy replaced the letters of credit before their expiration with new three-year letters of credit totaling approximately $198 million that were backed by cash collateral. In December 2003, System Energy replaced the cash-backed letters of credit with syndicated bank letters of credit. In December 2004, System Energy amended these letters of credit and they now expire in May 2009.

    System Energy may refinance or redeem debt prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

    All debt and common stock issuances by System Energy require prior regulatory approval. Debt issuances are also subject to issuance tests set forth in bond indentures and other agreements. System Energy has sufficient capacity under these tests to meet its foreseeable capital needs.

    Prior to February 8, 2006, borrowings and securities issuances by System Energy were limited to amounts authorized by the SEC. Effective with repeal of PUHCA 1935 on that date, the FERC, under the Federal Power Act, has jurisdiction over its securities issuances. System Energy has obtained a short-term borrowing authorization from the FERC under which it may borrow, through March 31, 2008, up to the aggregate amount, at any one time outstanding, of $200 million. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of System Energy's short-term borrowing limits.

    Under a savings provisions in PUHCA 2005 which repealed PUHCA 1935, System Energy can rely, after the repeal, on the long-term securities issuance authority in its SEC PUHCA 1935 orders, unless superceded by FERC authorization.

    System Energy's receivables from the money pool were as follows as of December 31 for each of the following years:

    2005

     

    2004

     

    2003

     

    2002

    (In Thousands)

     

     

     

     

     

     

     

    $277,287

     

    $61,592

     

    $19,064

     

    $7,046

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

    Significant Factors and Known Trends

    Energy Policy Act of 2005

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

    Market Risks

    Interest Rate and Equity Price Risk - Decommissioning Trust Funds

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

    Nuclear Matters

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

    Litigation Risks

    The states in which System Energy's customers operate have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. System Energy uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

    Environmental Risks

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

    Critical Accounting Estimates

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

    Nuclear Decommissioning Costs

    Regulations require that Grand Gulf be decommissioned after the facility is taken out of service, and funds are collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. System Energy conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. See Note 8 to the domestic utility companies and System Energy financial statements for details regarding System Energy's most recent study and the obligations recorded by System Energy related to decommissioning. The following key assumptions have a significant effect on these estimates:

    • Cost Escalation Factors - System Energy's decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately 5.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.
    • Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. System Energy's decommissioning studies for Grand Gulf assume immediate decommissioning upon expiration of the original plant license. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can possibly decrease the present value of these obligations.
    • Spent Fuel Disposal - Federal regulations require the DOE to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). System Energy's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.
    • Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. System Energy's decommissioning cost studies assume current technologies and regulations.

    System Energy collects the costs of decommissioning Grand Gulf through rates charged to its customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs.

    The obligation recorded by System Energy for decommissioning costs is reported in the line item entitled "Decommissioning." Prior to the implementation of SFAS 143, the amount recorded for this obligation was comprised of collections from customers and earnings on the trust funds.

    SFAS 143

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

    • Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of System Energy to increase significantly, as System Energy had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
    • Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. System Energy's decommissioning studies to date have been based on System Energy performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
    • Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

    The net effect of implementing this standard for System Energy was recorded as a regulatory asset, with no resulting impact on System Energy's net income. System Energy recorded this regulatory asset because its existing rate mechanism is based on a cost standard that allows System Energy to recover all ultimate costs of decommissioning from its customers. Upon implementation, assets and liabilities increased by $138 million in 2003 as a result of recording the asset retirement obligation at its fair value of $292 million as determined under SFAS 143, reversing the previously recorded decommissioning liability of $154 million, increasing utility plant by $82 million, increasing accumulated depreciation by $36 million, and recording the related regulatory asset of $92 million.

    In the third quarter of 2005, System Energy recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Grand Gulf.  The revised estimate resulted in a $41.4 million reduction in the decommissioning cost liability for Grand Gulf, along with a $39.7 million reduction in utility plant and a $1.7 million reduction in the related regulatory asset.

    Qualified Pension and Other Postretirement Benefits

    Entergy sponsors qualified defined benefit pension plans which cover substantially all employees. Additionally, Entergy currently provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 10 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

    Assumptions

    Key actuarial assumptions utilized in determining these costs include:

    • Discount rates used in determining the future benefit obligations;
    • Projected health care cost trend rates;
    • Expected long-term rate of return on plan assets; and
    • Rate of increase in future compensation levels.

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

    In selecting an assumed discount rate to calculate benefit obligations, Entergy reviews market yields on high-quality corporate debt and matches these rates with Entergy's projected stream of benefit payments. Based on recent market trends, Entergy reduced its discount rate used to calculate benefit obligations from 6.25% in 2003 to 6.00% in 2004 and to 5.90% in 2005. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the December 31, 2005 accumulated postretirement benefit obligation to a 12% increase in health care costs in 2006 gradually decreasing each successive year, until it reaches a 4.5% annual increase in health care costs in 2012 and beyond.

    In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 65% equity securities, 31% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 51% equity securities and 49% fixed income securities. Based on recent market trends, Entergy reduced its expected long-term rate of return on plan assets used to calculate benefit obligations from 8.75% for 2003 to 8.5% in 2004 and 2005. The assumed rate of increase in future compensation levels used to calculate benefit obligations was 3.25% in 2003, 2004, and 2005.

    Cost Sensitivity

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



    Actuarial Assumption

     


    Change in
    Assumption

     

    Impact on 2005
    Qualified Pension Cost

     

    Impact on Projected
    Qualified Benefit Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Discount rate

     

    (0.25%)

     

    $472

     

    $3,541

    Rate of return on plan assets

     

    (0.25%)

     

    $163

     

    -

    Rate of increase in compensation

     

    0.25%

     

    $227

     

    $1,264

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



    Actuarial Assumption

     


    Change in
    Assumption

     


    Impact on 2005
    Postretirement Benefit Cost

     

    Impact on Accumulated
    Postretirement Benefit
    Obligation

     

     

    Increase/(Decrease)

     

     

     

     

     

     

     

    Health care cost trend

     

    0.25%

     

    $173

     

    $771

    Discount rate

     

    (0.25%)

     

    $130

     

    $909

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

    Accounting Mechanisms

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

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

    Costs and Funding

    Total qualified pension cost for System Energy in 2005 was $4.4 million. System Energy anticipates 2006 qualified pension cost to decrease to $4.2 million. System Energy contributed $7.7 million to its qualified pension plans in 2005, and under the current law, projects that 2006 contributions will be $13 million. This projection may change pending passage of pension reform legislation. In January 2006, $6 million was funded. $5 million of the amount funded in January 2006 was originally planned for 2005; however, it was delayed as a result of the Katrina Emergency Tax Relief Act. The rise in pension funding requirements is due to declining interest rates and the phased-in effect of asset underperformance from 2000 to 2002, partially offset by the Pension Funding Equity Act relief passed in April 2004.

    System Energy's qualified pension accumulated benefit obligation at December 31, 2005 and 2004 exceeded plan assets. As a result, System Energy was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2005, System Energy increased its additional minimum liability for its qualified pension plans to $12.4 million from $7.7 million at December 31, 2004. System Energy increased its intangible asset to $0.3 million at December 31, 2005 from $0.2 million at December 31, 2004. System Energy increased its regulatory asset to $12 million at December 31, 2005, from $7.4 million at December 31, 2004. Net income for 2005, 2004, and 2003 was not impacted.

    Total postretirement health care and life insurance benefit costs for System Energy in 2005 were $1.7 million, including $0.9 million in savings due to the estimated effect of future Medicare Part D subsidies. System Energy expects 2006 postretirement health care and life insurance benefit costs to approximate $1.2 million, including $1.1 million in savings due to the estimated effect of future Medicare Part D subsidies.

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholder
    System Energy Resources, Inc.:

    We have audited the accompanying balance sheets of System Energy Resources, Inc. as of December 31, 2005 and 2004, and the related statements of income, retained earnings, and cash flows (pages 296 through 300 and applicable items in pages 302 through 376) for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

    In our opinion, such financial statements present fairly, in all material respects, the financial position of System Energy Resources, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

    As discussed in Note 8 to the notes to respective financial statements, in 2003 System Energy Resources, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

    SYSTEM ENERGY RESOURCES, INC.
    INCOME STATEMENTS
     
      For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING REVENUES            
    Domestic electric   $533,929    $545,381    $583,820 
                 
    OPERATING EXPENSES            
    Operation and Maintenance:            
      Fuel, fuel-related expenses, and            
       gas purchased for resale   37,660    38,337    43,132 
      Nuclear refueling outage expenses   12,571    12,655    12,695 
      Other operation and maintenance   106,377    96,809    105,333 
    Decommissioning   24,437    23,434    21,799 
    Taxes other than income taxes   25,239    24,364    25,521 
    Depreciation and amortization   119,572    127,081    109,528 
    Other regulatory charges (credits) - net   (15,337)   (10,433)   27,400 
    TOTAL   310,519    312,247    345,408 
                 
    OPERATING INCOME   223,410    233,134    238,412 
                 
    OTHER INCOME             
    Allowance for equity funds used during construction   1,625    1,544    1,140 
    Interest and dividend income   16,279    6,870    7,556 
    Miscellaneous - net   (417)   841    (1,194)
    TOTAL   17,487    9,255    7,502 
                 
    INTEREST AND OTHER CHARGES      
    Interest on long-term debt   60,404    58,561    62,802 
    Other interest - net   20    367    1,818 
    Allowance for borrowed funds used during construction   (514)   (500)   (554)
    TOTAL   59,910    58,428    64,066 
                 
    INCOME BEFORE INCOME TAXES   180,987    183,961    181,848 
                  
    Income taxes   69,343    78,013    75,845 
                 
    NET INCOME   $111,644    $105,948    $106,003 
                 
    See Notes to Respective Financial Statements.            
                 

     

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF CASH FLOWS
                 
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    OPERATING ACTIVITIES            
    Net income   $111,644    $105,948    $106,003 
    Adjustments to reconcile net income to net cash flow provided by
    operating activities:
               
      Other regulatory charges (credits) - net   (15,337)   (10,433)   27,400 
      Depreciation, amortization, and decommissioning   144,009    150,515    131,327 
      Deferred income taxes and investment tax credits   (112,541)   (178,535)   (35,207)
      Changes in working capital:            
        Receivables   277    1,461    4,023 
        Accounts payable   (2,161)   (5,324)   (1,232)
        Taxes accrued   153,114    328,617    (123,317)
        Interest accrued   2,111    13,375    (12,904)
        Other working capital accounts   (10,159)   2,763    1,463 
      Provision for estimated losses and reserves   21    (1,404)   2,914 
      Changes in other regulatory assets   10,566    31,453    26,307 
      Other   (7,305)   (62,980)   (13,912)
    Net cash flow provided by operating activities   274,239    375,456    112,865 
                 
    INVESTING ACTIVITIES            
    Construction expenditures   (37,476)   (32,303)   (18,195)
    Allowance for equity funds used during construction   1,625    1,544    1,140 
    Nuclear fuel purchases   (48,391)   (45,497)   - 
    Proceeds from sale/leaseback of nuclear fuel   48,662    45,677    - 
    Proceeds from nuclear decommissioning trust fund sales   91,137    100,668    93,003 
    Investment in nuclear decommissioning trust funds   (113,362)   (121,624)   (114,531)
    Change in money pool receivable - net   (215,695)   (42,528)   (12,048)
    Changes in other temporary investments - net    -    6,482    (6,482)
    Net cash flow used in investing activities   (273,500)   (87,581)   (57,113)
                 
    FINANCING ACTIVITIES            
    Retirement of long-term debt   (28,790)   (13,973)   (11,375)
    Other financing activities   -    (5,483)   - 
    Dividends paid:            
      Common stock   (112,600)   (104,600)   (105,000)
    Net cash flow used in financing activities   (141,390)   (124,056)   (116,375)
                 
    Net increase (decrease) in cash and cash equivalents   (140,651)   163,819    (60,623)
                 
    Cash and cash equivalents at beginning of period   216,355    52,536    113,159 
                 
    Cash and cash equivalents at end of period   $75,704    $216,355    $52,536 
                 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
    Cash paid/(received) during the period for:            
      Interest - net of amount capitalized   $52,508    $40,000    $73,636 
      Income taxes   $29,914    ($70,595)   $230,919 
                 
    See Notes to Respective Financial Statements.            

     

    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    ASSETS
                 
            December 31,
        2005   2004
      (In Thousands)
                 
    CURRENT ASSETS            
    Cash and cash equivalents:            
      Cash       $204   $399
      Temporary cash investments - at cost,            
       which approximates market       75,500   215,956
          Total cash and cash equivalents       75,704   216,355
    Accounts receivable:            
      Associated companies       327,454   111,588
      Other       3,285   3,733
          Total accounts receivable       330,739   115,321
    Materials and supplies - at average cost       55,183   53,427
    Deferred nuclear refueling outage costs       17,853   9,510
    Prepayments and other       1,878   1,007
    TOTAL       481,357   395,620
                 
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds       236,003   205,083
                 
    UTILITY PLANT        
    Electric       3,212,596   3,232,314
    Property under capital lease       467,005   469,993
    Construction work in progress       47,178   28,743
    Nuclear fuel under capital lease       87,500   65,572
    TOTAL UTILITY PLANT       3,814,279   3,796,622
    Less - accumulated depreciation and amortization       1,889,886   1,780,450
    UTILITY PLANT - NET       1,924,393   2,016,172
                 
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:            
      SFAS 109 regulatory asset - net       92,883   96,047
      Other regulatory assets       292,968   296,305
    Other       18,435   19,578
    TOTAL       404,286   411,930
                 
    TOTAL ASSETS       $3,046,039   $3,028,805
                 
    See Notes to Respective Financial Statements.            
     
     
     
    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDER'S EQUITY
                 
            December 31,
        2005   2004
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt       $22,989   $25,266
    Accounts payable:            
      Associated companies       -   3,880
      Other       22,770   21,051
    Taxes accrued       228,168   46,468
    Accumulated deferred income taxes       6,678   3,477
    Interest accrued       45,109   42,998
    Obligations under capital leases       27,716   27,716
    Other       1,811   1,621
    TOTAL       355,241   172,477
                 
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued       267,913   421,466
    Accumulated deferred investment tax credits       72,136   75,612
    Obligations under capital leases       63,307   37,855
    Other regulatory liabilities       224,997   210,863
    Decommissioning       318,927   335,893
    Accumulated provisions       2,399   2,378
    Long-term debt       819,642   849,593
    Other       27,849   28,084
    TOTAL       1,797,170   1,961,744
                 
    Commitments and Contingencies            
                 
    SHAREHOLDER'S EQUITY        
    Common stock, no par value, authorized 1,000,000 shares;            
     issued and outstanding 789,350 shares in 2005 and 2004       789,350   789,350
    Retained earnings       104,278   105,234
    TOTAL       893,628   894,584
                 
    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $3,046,039   $3,028,805
                 
    See Notes to Respective Financial Statements.            
                 
                 

     

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF RETAINED EARNINGS
     
        For the Years Ended December 31,
        2005   2004   2003
        (In Thousands)
                 
    Retained Earnings, January 1   $105,234   $103,886   $102,883
                 
      Add:            
        Net income   111,644   105,948   106,003
                 
      Deduct:            
        Dividends declared   112,600   104,600   105,000
                 
    Retained Earnings, December 31   $104,278   $105,234   $103,886
                 
                 
    See Notes to Respective Financial Statements.            
                 

     

    SYSTEM ENERGY RESOURCES, INC.
    SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                         
        2005   2004   2003   2002   2001
        (Dollars In Thousands)
                         
    Operating revenues   $533,929   $545,381   $583,820   $602,486   $535,027
    Net Income   $111,644   $105,948   $106,003   $103,352   $116,355
    Total assets   $3,046,039   $3,028,805   $2,880,724   $2,915,898   $2,964,041
    Long-term obligations (1)   $882,949   $887,448   $898,377   $942,701   $865,439
    Electric energy sales (GWh)   9,070   9,212   9,812   9,053   8,921
                         
    (1) Included long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.
                         
                         

     

     

    ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY RESOURCES

    NOTES TO RESPECTIVE FINANCIAL STATEMENTS

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

    The accompanying separate financial statements of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (the "domestic utility companies") and System Energy are included in this document and result from these companies having registered securities with the SEC. These companies maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications, with no effect on net income or shareholders' equity.  References to Entergy Louisiana are intended to apply both to Entergy Louisiana Holdings on a consolidated basis and to Entergy Louisiana, LLC.

    Entergy Louisiana, LLC Basis of Presentation

    Effective December 31, 2005, Entergy Louisiana, LLC, organized under the laws of the State of Texas as part of a restructuring involving a Texas statutory merger-by-division, succeeded to all of the regulated utility operations of Entergy Louisiana, Inc. Entergy Louisiana, LLC was allocated substantially all of the property and other assets of Entergy Louisiana, Inc., including all assets used to provide retail and wholesale electric service to Entergy Louisiana, Inc.'s customers. Entergy Louisiana, LLC also assumed substantially all of the liabilities of Entergy Louisiana, Inc., including all of its debt securities and leases but excluding the outstanding preferred stock of Entergy Louisiana, Inc. 

    On December 31, 2005, and immediately prior to the formation of Entergy Louisiana, LLC, Entergy Louisiana, Inc. changed its state of incorporation from Louisiana to Texas and its name to Entergy Louisiana Holdings, Inc. Upon the effectiveness of the statutory merger-by-division on December 31, 2005, Entergy Louisiana, LLC was organized and Entergy Louisiana Holdings held all of Entergy Louisiana, LLC's common membership interests. All of the common membership interests of Entergy Louisiana, LLC continue to be held by Entergy Louisiana Holdings and all of the common stock of Entergy Louisiana Holdings continues to be held by Entergy Corporation.

    Because the merger-by-division was a transaction involving entities under common control, Entergy Louisiana, LLC initially recognized the assets and liabilities transferred at their carrying amounts in the accounts of Entergy Louisiana Holdings at the time of the transfer. Entergy Louisiana, LLC's financial statements report results of operations for 2005 as though the merger-by-division had occurred at the beginning of 2005, and presents its 2005 balance sheet and other financial information as of the beginning of 2005 as though the assets and liabilities had been transferred at that date.  Financial statements and financial information presented for prior periods has also been presented on that basis to furnish comparative information.

    Use of Estimates in the Preparation of Financial Statements

    The preparation of the domestic utility companies' and System Energy's financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used.

    Revenues and Fuel Costs

    Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, and Mississippi, respectively. Entergy Gulf States generates, transmits, and distributes electric power primarily to retail customers in Texas and Louisiana. Entergy Gulf States also distributes gas to retail customers in and around Baton Rouge, Louisiana. Entergy New Orleans sells both electric power and gas to retail customers in the City of New Orleans, except for Algiers, where Entergy Louisiana is the electric power supplier.

    Entergy recognizes revenue from electric power and gas sales when it delivers power or gas to its customers. To the extent that deliveries have occurred but a bill has not been issued, the domestic utility companies accrue an estimate of the revenues for energy delivered since the latest billings. Entergy calculates the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and prices in effect in the domestic utility companies' various jurisdictions. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. Therefore, changes in price and volume differences resulting from factors such as weather affect the calculation of unbilled revenues from one period to the next, and may result in variability in reported revenues from one period to the next as prior estimates are so recorded and reversed.

    The domestic utility companies' rate schedules include either fuel adjustment clauses or fixed fuel factors, which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Because the fuel adjustment clause mechanism allows monthly adjustments to recover fuel costs, Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States include a component of fuel cost recovery in their unbilled revenue calculations. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. Entergy Mississippi's fuel factor includes an energy cost rider that is adjusted quarterly. As discussed in Note 2 to the domestic utility companies and System Energy financial statements, the MPSC approved Entergy Mississippi's deferral of the refund of fuel over-recoveries for the third quarter of 2004 that would have been refunded in the first quarter of 2005. The deferred amount plus carrying charges was refunded in the second and third quarters of 2005. In the case of Entergy Arkansas and the Texas portion of Entergy Gulf States, their fuel under-recoveries are treated in the cash flow statements as regulatory investments because those companies are allowed by their regulatory jurisdictions to recover the fuel cost regulatory asset over longer than a twelve-month period, and the companies earn a carrying charge on the under-recovered balances.

    System Energy's operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf.

    Property, Plant, and Equipment

    Property, plant, and equipment is stated at original cost. The original cost of plant retired or removed, less salvage, is charged to accumulated depreciation. Normal maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the domestic utility companies' and System Energy's plant is subject to mortgage liens.

    Electric plant includes the portions of Grand Gulf and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

    Net property, plant, and equipment (including property under capital lease and associated accumulated amortization) by company and functional category, as of December 31, 2005 and 2004, is shown below:


    2005

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

    (In Millions)

    Production

                           

      Nuclear

     

    $1,065

     

    $1,597

     

    $1,526

     

    $-

     

    $-

     

    $1,767

      Other

     

    253

     

    510

     

    359

     

    199

     

    7

     

    -

    Transmission

     

    681

     

    831

     

    454

     

    420

     

    29

     

    8

    Distribution

     

    1,322

     

    1,461

     

    1,039

     

    777

     

    349

     

    -

    Other

     

    189

     

    181

     

    301

     

    191

     

    68

     

    14

    Construction work in progress

     

    139

     

    526

     

    415

     

    119

     

    202

     

    47

    Nuclear fuel (leased and owned)

     

    115

     

    66

     

    58

     

    -

     

    -

     

    88

    Property, plant, and equipment - net

     

    $3,764

     

    $5,172

     

    $4,152

     

    $1,706

     

    $655

     

    $1,924


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

       

    (In Millions)

    Production

                           

      Nuclear

     

    $951

     

    $1,627

     

    $1,543

     

    $-

     

    $-

     

    $1,866

      Other

     

    269

     

    529

     

    197

     

    221

     

    12

     

    -

    Transmission

     

    646

     

    708

     

    385

     

    406

     

    29

     

    8

    Distribution

     

    1,283

     

    1,339

     

    1,000

     

    713

     

    337

     

    -

    Other

     

    216

     

    247

     

    269

     

    175

     

    70

     

    16

    Construction work in progress

     

    226

     

    332

     

    189

     

    90

     

    33

     

    29

    Nuclear fuel (leased and owned)

     

    106

     

    71

     

    32

     

    -

     

    -

     

    66

    Asset retirement obligation

     

    24

     

    -

     

    42

     

    -

     

    -

     

    31

    Property, plant, and equipment - net

     

    $3,721

     

    $4,853

     

    $3,657

     

    $1,605

     

    $481

     

    $2,016

    Depreciation is computed on the straight-line basis at rates based on the estimated service lives of the various classes of property. Depreciation rates on average depreciable property are shown below:

       

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

                             

    2005

     

    3.1%

     

    2.1%

     

    2.6%

     

    2.6%

     

    3.1%

     

    2.8%

    2004

     

    3.2%

     

    2.1%

     

    2.9%

     

    2.5%

     

    2.8%

     

    2.9%

    2003

     

    3.2%

     

    2.2%

     

    3.0%

     

    2.5%

     

    3.1%

     

    2.8%

    Non-utility property - at cost (less accumulated depreciation) for Entergy Gulf States is reported net of accumulated depreciation of $128.0 million and $125.1 million as of December 31, 2005 and 2004, respectively.

    Jointly-Owned Generating Stations

    Certain Entergy subsidiaries jointly own electric generating facilities with third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2005, the subsidiaries' investment and accumulated depreciation in each of these generating stations were as follows:



    Generating Stations

     



    Fuel-Type

     

    Total
    Megawatt
    Capability (1)

     



    Ownership

     



    Investment

     


    Accumulated
    Depreciation

                     

    (In Millions)

    Entergy Arkansas -

                         

      Independence

    Unit 1

     

    Coal

     

    815

     

    31.50%

     

    $119

     

    $77

     

    Common Facilities

     

    Coal

         

    15.75%

     

    $31

     

    $18

      White Bluff

    Units 1 and 2

     

    Coal

     

    1,635

     

    57.00%

     

    $430

     

    $277

    Entergy Gulf States -

                         

      Roy S. Nelson

    Unit 6

     

    Coal

     

    550

     

    70.00%

     

    $405

     

    $249

      Big Cajun 2

    Unit 3

     

    Coal

     

    575

     

    42.00%

     

    $233

     

    $134

    Entergy Mississippi -

                         

      Independence

    Units 1 and 2 and Common Facilities

     

    Coal

     

    1,630

     

    25.00%

     

    $234

     

    $120

    System Energy -

                         

      Grand Gulf

    Unit 1

     

    Nuclear

     

    1,270

     

    90.00%(2)

     

    $3,680

     

    $1,890

    (1)

    "Total Megawatt Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.

    (2)

    Includes an 11.5% leasehold interest held by System Energy. System Energy's Grand Gulf lease obligations are discussed in Note 9 to the domestic utility companies and System Energy financial statements.

    Nuclear Refueling Outage Costs

    The domestic utility companies and System Energy record nuclear refueling outage costs in accordance with regulatory treatment and the matching principle. These refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Except for the River Bend plant, the costs are deferred during the outage and amortized over the period to the next outage. In accordance with the regulatory treatment of the River Bend plant, the costs are accrued in advance and included in the cost of service used to establish retail rates. Entergy Gulf States relieves the accrued liability when it incurs costs during the next River Bend outage.

    Allowance for Funds Used During Construction (AFUDC)

    AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction. Although AFUDC increases both the plant balance and earnings, it is realized in cash through depreciation provisions included in rates.

    Income Taxes

    Entergy Corporation and the majority of its subsidiaries file a U.S. consolidated federal income tax return. Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. SEC regulations require that no Entergy subsidiary pay more taxes than it would have paid if a separate income tax return had been filed. In accordance with SFAS 109, "Accounting for Income Taxes," deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for certain credits available for carryforward.

    Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the law or rate was enacted.

    Investment tax credits are deferred and amortized based upon the average useful life of the related property, in accordance with ratemaking treatment.

    Application of SFAS 71

    The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation." This statement applies to the financial statements of a rate-regulated enterprise that meet three criteria. The enterprise must have rates that (i) are approved by a body empowered to set rates that bind customers (its regulator); (ii) are cost-based; and (iii) can be charged to and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Such capitalized costs are reflected as regulatory assets in the accompanying financial statements. A significant majority of Entergy's regulatory assets, net of related regulatory and deferred tax liabilities, earn a return on investment during their recovery periods, or Entergy expects that they will earn a return. SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.

    SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71," specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of the application of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment. Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that an impairment may exist that could require further write-offs of plant assets.

    EITF 97-4: "Deregulation of the Pricing of Electricity - Issues Related to the Application of FASB Statements No. 71 and 101" specifies that SFAS 71 should be discontinued at a date no later than when the effects of a transition to competition plan for all or a portion of the entity subject to such plan are reasonably determinable. Additionally, EITF 97-4 promulgates that regulatory assets to be recovered through cash flows derived from another portion of the entity that continues to apply SFAS 71 should not be written off; rather, they should be considered regulatory assets of the segment that will continue to apply SFAS 71.

    See Note 2 to the domestic utility companies and System Energy financial statements for discussion of transition to competition activity in the retail regulatory jurisdictions served by the domestic utility companies. Only Texas currently has an enacted retail open access law, but Entergy believes that significant issues remain to be addressed by regulators, and the enacted law does not provide sufficient detail to reasonably determine the impact on Entergy Gulf States' regulated operations.

    Cash and Cash Equivalents

    Entergy considers all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at date of purchase to be cash equivalents. Investments with original maturities of more than three months are classified as other temporary investments on the balance sheet.

    Investments

    The domestic utility companies and System Energy apply the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, the domestic utility companies and System Energy record the decommissioning trust funds at their fair value on the balance sheet. Because of the ability of the domestic utility companies and System Energy to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), Entergy Louisiana, and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. See Note 12 to the domestic utility companies and System Energy financial statements for details on the decommissioning trust funds. The domestic utility companies and System Energy record an impairment on investments when the fair market value is less than the carrying value of the investment and that condition is considered other than temporary. If a loss were recorded, it would be offset by the recording of other deferred credits.

    Derivatives and Hedging

    SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," requires that all derivatives be recognized in the balance sheet, either as assets or liabilities, at fair value, unless they meet the normal purchase, normal sales criteria. The changes in the fair value of recognized derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.

    Contracts for commodities that will be delivered in quantities expected to be used or sold in the ordinary course of business, including certain purchases and sales of power and fuel, are not classified as derivatives. These contracts are exempted under the normal purchase, normal sales criteria of SFAS 133. Revenues and expenses from these contracts are reported on a gross basis in the appropriate revenue and expense categories as the commodities are received or delivered.

    For other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of all hedges are recognized in current-period earnings.

    Fair Values

    The estimated fair values of the domestic utility companies' and System Energy's financial instruments and derivatives are determined using bid prices and market quotes. Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that the domestic utility companies and System Energy could realize in a current market exchange. Gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not accrue to the benefit or detriment of stockholders.

    The domestic utility companies and System Energy consider the carrying amounts of most of their financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. Additional information regarding financial instruments and their fair values is included in Notes 5 and 6 to the domestic utility companies and System Energy financial statements.

    Impairment of Long-Lived Assets

    The domestic utility companies and System Energy periodically review their long-lived assets whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets.

    River Bend AFUDC

    The River Bend AFUDC gross-up is a regulatory asset that represents the incremental difference imputed by the LPSC between the AFUDC actually recorded by Gulf States Utilities on a net-of-tax basis during the construction of River Bend and what the AFUDC would have been on a pre-tax basis. The imputed amount was only calculated on that portion of River Bend that the LPSC allowed in rate base and is being amortized over the estimated remaining economic life of River Bend.

    Transition to Competition Liabilities

    In conjunction with electric utility industry restructuring activity in Texas, regulatory mechanisms were established to mitigate potential stranded costs. Texas restructuring legislation allowed depreciation on transmission and distribution assets to be directed toward generation assets. The liability recorded as a result of this mechanism is classified as "transition to competition" deferred credits on the balance sheet for Entergy Gulf States.

    Reacquired Debt

    The premiums and costs associated with reacquired debt of the domestic utility companies and System Energy (except that portion allocable to the deregulated operations of Entergy Gulf States) are being amortized over the life of the related new issuances, in accordance with ratemaking treatment.

    Entergy Gulf States' Deregulated Operations

    Entergy Gulf States does not apply regulatory accounting principles to its wholesale jurisdiction, Louisiana retail deregulated portion of River Bend, and the 30% interest in River Bend formerly owned by Cajun. The Louisiana retail deregulated portion of River Bend is operated under a deregulated asset plan representing a portion (approximately 16%) of River Bend plant costs, generation, revenues, and expenses established under a 1992 LPSC order. The plan allows Entergy Gulf States to sell the electricity from the deregulated assets to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing such incremental revenue above 4.6 cents per kWh between ratepayers and shareholders.

    The results of these deregulated operations before interest charges for the years ended December 31, 2005, 2004, and 2003 are as follows:

     

    2005

     

    2004

     

    2003

     

    (In Thousands)

               

    Operating revenues

    $321,662

     

    $280,279

     

    $273,150

    Operating expenses

             

    Fuel, operation, and maintenance

    205,673

     

    197,275

     

    177,385

    Depreciation and accretion

    29,602

     

    30,653

     

    47,566

    Total operating expense

    235,275

     

    227,928

     

    224,951

    Operating income

    86,387

     

    52,351

     

    48,199

    Income tax expense

    32,642

     

    20,414

     

    17,722

    Net income from deregulated utility operations

    $53,745

     

    $31,937

     

    $30,477

    The net investment associated with these deregulated operations as of December 31, 2005 and 2004 was approximately $747 and $830 million, respectively.

    New Accounting Pronouncements

    As discussed in Note 8 to the domestic utility companies and System Energy financial statements, Entergy adopted FIN 47, "Accounting for Conditional Asset Retirement Obligations" during the fourth quarter of 2005. FIN 47 requires that a liability be recorded currently for costs associated with a legal obligation to perform an asset retirement obligation activity for which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity but for which the obligation to perform the asset retirement activity is unconditional. FIN 47 requires that a liability be recognized for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.

    SFAS 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4" and SFAS 153, "Exchanges of Nonmonetary Assets", were issued during the fourth quarter of 2004 and are effective for Entergy in 2006 and 2005, respectively. SFAS 154, "Accounting for Changes and Error Corrections" was issued in 2005 and is effective for Entergy in 2006. Entergy does not expect the impact of the issuance of these standards to be material to its financial position or results of operations.

     

    NOTE 2. RATE AND REGULATORY MATTERS

    Regulatory Assets

    Other Regulatory Assets

    The domestic utility companies and System Energy are subject to the provisions of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. In addition to the regulatory assets that are specifically disclosed on the face of the balance sheets, the table below provides detail of "Other regulatory assets" that are included on the balance sheets of the domestic utility companies and System Energy as of December 31, 2005 and 2004:

       

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans (a)

     

    System
    Energy

       

    (In Millions)

    Asset Retirement Obligation -
      recovery dependent upon timing of 
      decommissioning (Note 8)

     



    $104.7

     



    $7.3

     



    $56.5

     



    $3.8

     



    $2.3

     



    $99.4

    Removal costs - recovered through
      depreciation rates (Note 8)

     


    86.2

     


    17.9

     


     


    40.9

     


    5.4

     


    17.9

    Deferred distribution expenses -
      recovered through May 2008

     


     


     


     


     


    3.5

     


    Deferred fossil plant maintenance
      expenses
    - recovered through December
      2007 (Note 2)

     



     



     



     



     



    3.6

     



    Deferred fuel - non-current - recovered
      through rate riders when rates are
      redetermined periodically (Note 2)

     



     



     



     



    6.1

     



     



    Depreciation re-direct - recovery begins
      at start of retail open access
      (Note 1)

     



     



    79.1

     



     



     



     



    DOE Decom. and Decontamination Fees -
      recovered through fuel rates until
      December 2006 (Note 8)

     



    9.1

     



    1.6

     



    3.5

     



     



     



    3.4

    Incremental ice storm costs - recovered
      until 2032

     


    13.7

     


     


     


     


     


    Pension costs (Note 10)

     

    139.3

     

    14.4

     

    72.1

     

    41.1

     

    23.8

     

    12.0

    Postretirement benefits - recovered
      through 2012 (Note 10)

     


    16.8

     


     


     


     


     


    Provision for storm damages - recovered
      through cost of service (b)

     


    46.5

     


    342.2

     


    232.6

     


    78.7

     


    116.9

     


    Deferred capacity - recovery timing will be
      determined by the LPSC in the formula
      rate plan filings (Note 2)

     



     



    10.1

     



    83.7

     



     



     



    River Bend AFUDC - recovered through
      August 2025 (Note 1)

     


     


    35.6

     


     


     


     


    Sale-leaseback deferral - recovered
      through June 2014 (Note 9)

     


     


     


     


     


     


    121.4

    Spindletop gas storage facility -
      recovered through December 2032

     


     


    40.6

     


     


     


     


    Voluntary severance deferrals -
      recovered through December 2007

     


     


     


    7.7

     


     


     


    Unamortized loss on reaquired debt -
      recovered over term of debt

     


    41.7

     


    42.1

     


    28.5

     


    14.4

     


    4.3

     


    38.4

    Other - various

     

    3.0

     

    13.5

     

    13.9

     

    1.2

     

    6.3

     

    0.5

    Total

     

    $461.0

     

    $604.4

     

    $498.5

     

    $186.2

     

    $166.1

     

    $293.0

    (a)

    As a result of the Entergy New Orleans bankruptcy proceeding, the timing of recovery of its deferred costs may be affected. Refer to Note 16 to the domestic utility companies and System Energy financial statements for details of the bankruptcy proceeding.

    (b)

    As a result of Hurricane Katrina and Hurricane Rita that hit the domestic utilities' service territory in August and September 2005, the domestic utility companies have recorded accruals for the estimated storm restoration costs. The domestic utility companies recorded some of these costs as regulatory assets because management believes that recovery of these prudently incurred costs through some form of regulatory mechanism is probable. The domestic utility companies are pursuing a broad range of initiatives to recover storm restoration costs. Initiatives include obtaining reimbursement of certain costs covered by insurance, obtaining assistance through federal legislation for Hurricanes Katrina and Rita including Community Block Grants, and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies. The domestic utility companies are unable to predict the degree of success it may have in these initiatives, the amount of restoration costs it may recovery, or the timing of such recovery.
     

     

       

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans (a)

     

    System
    Energy

       

    (In Millions)

                             

    Asset Retirement Obligation

     

    $141.2

     

    $- 

     

    $141.6

     

    $- 

     

    $- 

     

    $97.3

    Removal costs

     

    34.9

     

    0.9

     

     

    32.7

     

    1.3

     

    17.1

    Deferred distribution expenses

     

     

     

     

     

    4.9

     

    Deferred fossil plant maintenance
      expenses

     


     


     


     


     


    3.6

     


    Deferred fuel - non-current

     

    13.7

     

     

     

    8.1

     

     

    Depreciation re-direct

     

     

    79.1

     

     

     

     

    DOE Decom. and Decontamination Fees

     

    13.1

     

    2.3

     

    5.0

     

     

     

    4.9

    Incremental ice storm costs

     

    14.2

     

     

     

     

     

    Low-level radwaste

     

    16.2

     

    3.1

     

     

     

     

    Pension costs

     

    70.8

     

     

    34.1

     

    20.2

     

    15.2

     

    7.4

    Postretirement benefits

     

    19.1

     

     

     

     

     

    Provision for storm damages

     

    29.0

     

    57.1

     

    41.7

     

     

     

    Deferred capacity

     

     

     

    25.4

     

     

     

    River Bend AFUDC

     

     

    37.5

     

     

     

     

    Sale-leaseback deferral

     

     

     

     

     

     

    127.3

    Spindletop gas storage facility

     

     

    42.3

     

     

     

     

    Unamortized loss on reaquired debt

     

    37.0

     

    43.4

     

    27.4

     

    15.6

     

    4.6

     

    41.8

    Other

     

    11.0

     

    19.3

     

    27.3

     

    6.1

     

    10.8

     

    0.5

    Total

     

    $400.2

     

    $285.0

     

    $302.5

     

    $82.7

     

    $40.4

     

    $296.3

    In December 2005, Entergy Mississippi filed with the MPSC a Notice of Intent to change rates by implementing a Storm Damage Rider to recover storm damage restoration costs associated with Hurricanes Katrina and Rita totaling approximately $84 million as of November 30, 2005. The notice proposes recovery of approximately $14.7 million, including carrying charges, annually over a five-year period. A hearing on this matter is expected in April 2006. Entergy Mississippi plans to make a second filing in late spring of 2006 to recover additional restoration costs associated with the hurricanes incurred after November 30, 2005 and to reflect receipt of insurance and federal aid.

    In December 2005, Entergy Gulf States filed with the LPSC for interim recovery of $141 million of storm costs.  The filing proposes implementing an $18.7 million annual interim surcharge, including carrying charges, effective March 2006 based on a ten-year recovery period.  The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid.  Hearings occurred in February 2006.  The LPSC ordered that Entergy Gulf States recover $850,000 per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Gulf States' interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $6 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Gulf States of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $6 million cap is reached.  Beginning in September 2006, Entergy Gulf States' interim storm cost recovery of $850,000 per month shall be through base rates.  In addition, all excess earnings that Entergy Gulf States may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery.

    In December 2005, Entergy Louisiana filed with the LPSC for interim recovery of $355 million of storm costs. The filing proposes implementing a $41.8 million annual interim surcharge, including carrying charges, effective March 2006 based on a ten-year recovery period. The filing includes provisions for updating the surcharge to reflect actual costs incurred as well as the receipt of insurance or federal aid. Hearings occurred in February 2006.  The LPSC ordered that Entergy Louisiana recover $2 million per month as interim storm cost recovery.  For the period March 2006 to September 2006, Entergy Louisiana's interim storm cost recovery shall be through its fuel adjustment clause, with the total recovery for that time period capped at $14 million.  The mechanism for the fuel adjustment clause recovery is a retention by Entergy Louisiana of 15% of the difference between the February 2006 fuel adjustment clause and the fuel adjustment clause in those successive months in which the fuel adjustment clause is lower than it was in the February 2006 fuel adjustment clause, until the $14 million cap is reached.  Beginning in September 2006, Entergy Louisiana's interim storm cost recovery of $2 million per month shall be through base rates.  In addition, all excess earnings that Entergy Louisiana may earn under its 2005 formula rate plan, and any ensuing period in which interim relief is being collected, will be used as an offset to any prospective storm restoration recovery. 

    Deferred fuel costs

    The domestic utility companies are allowed to recover certain fuel and purchased power costs through fuel mechanisms included in electric and gas rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is recorded as "Deferred fuel costs" on the domestic utility companies' financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2005 and 2004 that Entergy expects to recover or (refund) through the fuel mechanisms of the domestic utility companies, subject to subsequent regulatory review.

     

    2005

     

    2004

     

    (In Millions)

     

     

     

     

    Entergy Arkansas

    $204.2

     

    $7.4 

    Entergy Gulf States

    $324.4

     

    $90.1 

    Entergy Louisiana

    $21.9

     

    $8.7 

    Entergy Mississippi

    $114.0

     

    ($22.8)

    Entergy New Orleans

    $30.6

     

    $2.6 

    Entergy Arkansas

    In March 2005, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2005 through March 2006. The filed energy cost rate, which accounts for 15 percent of a typical residential customer's bill using 1,000 kWh per month, increased 31 percent primarily attributable to a true-up adjustment for an under-recovery balance of $11.2 million and a nuclear refueling adjustment resulting from outages scheduled in 2005 at ANO 1 and 2 and Grand Gulf.

    In September 2005, Entergy Arkansas filed with the APSC an interim energy cost rate per the energy cost recovery rider that provides for an interim adjustment should the cumulative over- or under-recovery for the energy period exceed 10 percent of the energy costs for that period. As of the end of July 2005, the cumulative under-recovery of fuel and purchased power expenses had exceeded the 10 percent threshold due to increases in purchased power expenditures resulting from higher natural gas prices. The interim rate became effective the first billing cycle in October 2005. In early October 2005, the APSC initiated an investigation into Entergy Arkansas' interim rate. The investigation is focused on Entergy Arkansas' 1) gas contracting, portfolio, and hedging practices; 2) wholesale purchases during the period; 3) management of the coal inventory at its coal generation plants; and 4) response to the contractual failure of the railroads to provide coal deliveries. The APSC established a procedural schedule with testimony from Entergy Arkansas, the APSC Staff, and intervenors culminating in a public hearing in May 2006.

    Entergy Gulf States (Texas)

    In the Texas jurisdiction, Entergy Gulf States' rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under the current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until the start of retail open access, which has been delayed. The amounts collected under Entergy Gulf States' fixed fuel factor and any interim surcharge implemented until the date retail open access commences are subject to fuel reconciliation proceedings before the PUCT. In the Texas jurisdiction, Entergy Gulf States' deferred electric fuel costs are $203.2 million as of December 31, 2005, which includes the following:

       

    Amount

       

    (In Millions)

    Under-recovered fuel costs for the period 8/04 - 7/05 to be recovered
      through an interim fuel surcharge over a twelve-month period beginning
      in January 2006

     



    $46.1

    Under-recovered fuel costs for the period 8/05 - 12/05

     

    $101.0

    Items to be addressed as part of unbundling

     

    $29.0

    Other (includes imputed capacity charges)

     

    $27.1

    The PUCT has ordered that the imputed capacity charges be excluded from fuel rates and therefore recovered through base rates. Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Electric Industry Restructuring and the Continued Application of SFAS 71." The rider requested $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States reached an initial agreement with parties that the date upon which cost recovery and cost reconciliation would begin is September 1, 2005.  A further non-unanimous settlement was reached with most of the parties that allows for the rider to be implemented effective December 1, 2005 and collect $18 million annually. The settlement also provides for a fuel reconciliation to be filed by Entergy Gulf States by May 15, 2006 that will resolve the remaining issues in the case with the exception of the amount of purchased power in current base rates and the costs to which load growth is attributed, both of which were settled. The hearing with respect to the non-unanimous settlement, which was opposed by the Office of Public Utility Counsel, was conducted on October 19, 2005 before the ALJ, who issued a Proposal for Decision supporting the settlement. In December 2005, the PUCT approved the settlement. The amounts collected by the purchased capacity recovery rider are subject to reconciliation.

    In September 2005, Entergy Gulf States filed an application with the PUCT to implement a net $46.1 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from August 2004 through July 2005. The application was approved, and the surcharge will be collected over a twelve-month period beginning in January 2006. On March 1, 2006, Entergy Gulf States filed with the PUCT an application to implement an interim fuel surcharge in connection with the under-recovery of $97 million including interest of eligible fuel costs for the period August 2005 through January 2006. This surcharge is in addition to the interim surcharge that went into effect in January 2006. Entergy Gulf States has requested that the interim surcharge requested in its March 2006 filing be implemented by June 1, 2006 and remain in effect for twelve months. Amounts collected through the interim fuel surcharges are subject to final reconciliation in a future fuel reconciliation proceeding.

    In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003 reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. This amount includes $8.6 million of under-recovered costs that Entergy Gulf States asked to reconcile and roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. This case involves imputed capacity and River Bend payment issues similar to those decided adversely in the January 2001 proceeding, discussed below, which is now on appeal. On January 31, 2005, the ALJ issued a Proposal for Decision that recommends disallowing $10.7 million (excluding interest) related to these two issues. In April 2005, the PUCT issued an order reversing in part the ALJ's Proposal for Decision and allowing Entergy Gulf States to recover a part of its request related to the imputed capacity and River Bend payment issues. The PUCT's order reduced the disallowance in the case to $8.3 million. Both Entergy Gulf States and certain cities served by Entergy Gulf States filed motions for rehearing on these issues which were denied by the PUCT. Entergy Gulf States and certain Cities filed appeals to the Travis County District Court. The appeals are pending. Any disallowance will be netted against Entergy Gulf States' under-recovered costs and will be included in its deferred fuel costs balance.

    In January 2001, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. In August 2002, the PUCT reduced Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at that time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regulated share of River Bend. The case was argued before the Travis County District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals. Oral argument before the appellate court occurred in September 2004, and the Court denied Entergy Gulf States' appeal. In October 2005, Entergy Gulf States filed a petition for review by the Texas Supreme Court, and in December 2005, the Texas Supreme Court requested that responses be filed to Entergy Gulf States' petition as part of its ongoing consideration of whether to exercise its discretion to grant review of this matter. Those responses and Entergy Gulf States' reply to those responses were filed in January 2006.

    Entergy Gulf States (Louisiana) and Entergy Louisiana

    In Louisiana, Entergy Gulf States and Entergy Louisiana recover electric fuel and purchased power costs for the upcoming month based upon the level of such costs from the prior month. In Louisiana, Entergy Gulf States' purchased gas adjustments include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations of actual fuel costs incurred with fuel cost revenues billed to customers.

    In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner, a claim that also has been raised in the summer 2001, 2002, and 2003 purchased power proceedings. The global settlement approved by the LPSC in March 2005, discussed below in "Retail Rate Proceedings," resolves the uprate imprudence disallowance and is no longer at issue in this proceeding. Subsequent to the issuance of the audit report, the scope of this docket was expanded to include a review of annual reports on fuel and purchased power transactions with affiliates and a prudence review of transmission planning issues. Also, in July 2005, the LPSC expanded the audit to include the years 2002 through 2004. A procedural schedule has been established and LPSC staff and intervenor testimony is due in April 2006.

    In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 31, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established, and the LPSC staff has not yet issued its audit report. In June 2005, the LPSC expanded the audit to include the years through 2004.

    In November 2005, the LPSC authorized its staff to initiate an expedited proceeding to audit the fuel and power procurement activities of Entergy Louisiana and Entergy Gulf States for the period January 1, 2005 through October 31, 2005.

    Entergy Mississippi

    Entergy Mississippi's rate schedules include an energy cost recovery rider which is adjusted quarterly to reflect accumulated over- or under-recoveries from the second prior quarter. In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 of $21.3 million were deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges was refunded through the energy cost recovery rider in the second and third quarters of 2005.

    In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges was collected through the energy cost recovery rider over a twelve-month period that began in January 2004.

    Entergy New Orleans

    In June and November 2004, the City Council passed resolutions implementing a package of measures developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2004 - 2005 winter heating season. These measures include: maintaining Entergy New Orleans' financial hedging plan for its purchase of wholesale gas, and deferral of collection of up to $6.2 million of gas costs associated with a cap on the purchased gas adjustment in November and December 2004 and in the event that the average residential customer's gas bill were to exceed a threshold level. The deferral of $1.7 million resulting from these caps was recovered over a seven-month period that began in April 2005.

    In November 2004, the City Council directed Entergy New Orleans to confer with the Council Advisors regarding possible modification of the current gas cost collection mechanism in order to address concerns regarding its fluctuations particularly during the winter heating season. In June 2005, Entergy New Orleans filed a new purchased gas adjustment tariff (PGA tariff) with the City Council. The City Council approved the PGA tariff which became effective with billings in October 2005. In October 2005, the City Council approved modifications to the PGA tariff that became effective in November 2005. The modifications are intended to minimize fluctuations in PGS rates during the winter months.

    Retail Rate Proceedings

    Filings with the APSC (Entergy Arkansas)

    Retail Rates

    No significant retail rate proceedings are pending in Arkansas at this time.

    Filings with the PUCT and Texas Cities (Entergy Gulf States)

    Retail Rates

    Entergy Gulf States is operating in Texas under a base rate freeze that has remained in effect during the delay in the implementation of retail open access in Entergy Gulf States' Texas service territory. As discussed in "Electric Industry Restructuring and the Continued Application of SFAS 71" below, a Texas law was enacted in June 2005 which includes provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and to file for recovery of transition to competition costs. As authorized by the legislation, in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs. Entergy Gulf States requested recovery of $189 million in transition to competition costs through implementation of a 15-year rider to be effective no later than March 1, 2006. The $189 million represents transition to competition costs Entergy Gulf States incurred from June 1, 1999 through June 17, 2005 in preparing for competition in its service area, including attendant AFUDC, and all carrying costs projected to be incurred on the transition to competition costs through February 28, 2006. The $189 million is before any gross-up for taxes or carrying costs over the 15-year recovery period. Entergy Gulf States has reached a unanimous settlement agreement in principle on all issues with the active parties in the transition to competition cost recovery case. The agreement in principle allows Entergy Gulf States to recover $14.5 million per year in transition to competition costs over a 15-year period. Entergy Gulf States implemented interim rates based on this revenue level on March 1, 2006, subject to refund. Entergy Gulf States expects that the PUCT will consider the formal settlement document, which is currently being developed, in the second quarter 2006.

    The Texas law enacted also allowed Entergy Gulf States to file with the PUCT for recovery of certain incremental purchased capacity costs which was implemented effective December 1, 2005. This proceeding is discussed above under "Deferred Fuel Costs."

    Recovery of River Bend Costs

    In March 1998, the PUCT disallowed recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to the Travis County District Court in Texas. In April 2002, the Travis County District Court issued an order affirming the PUCT's order on remand disallowing recovery of the abeyed plant costs. Entergy Gulf States appealed this ruling to the Third District Court of Appeals. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, Entergy Gulf States accrued for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million at the time of the Court of Appeals decision. Accrual of the $107.7 million loss was recorded in the second quarter of 2003 as miscellaneous other income (deductions) and reduced net income by $65.6 million after-tax. In September 2004, the Texas Supreme Court denied Entergy Gulf States' petition for review, and Entergy Gulf States filed a motion for rehearing. In February 2005, the Texas Supreme Court denied the motion for rehearing, and the proceeding is now final.

    Filings with the LPSC

    Global Settlement (Entergy Gulf States and Entergy Louisiana)

    In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers in Entergy Gulf States' Louisiana service territory and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The net income effect of $48.6 million for Entergy Gulf States and $8.6 million for Entergy Louisiana was recognized primarily in 2004 when Entergy Gulf States and Entergy Louisiana recorded provisions for the expected outcome of the proceeding. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews and Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Gulf States and Entergy Louisiana reserved for the approximate refund amounts.

    The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. Entergy Gulf States made its initial formula rate plan filing in June 2005, as discussed below. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States.

    Retail Rates - Electric

    (Entergy Louisiana)

    Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase in January 2004. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million that was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in July 2005 and refunded excess revenue collected during May 2005, including interest, in August 2005.

    The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

    (Entergy Gulf States)

    In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. A revision to the filing was made in September 2005 resulting in a $37.2 million base rate increase effective with the first billing cycle of October 2005, subject to refund. The base rate increase consists of two components. The first is a base rate increase of approximately $21.1 million due to the formula rate plan 2004 test year revenue requirement. The second component of the increase is the recovery of the annual revenue requirement of $16.1 million associated with the purchase of power from the Perryville generating station, which purchase was approved by the LPSC. A final order from the LPSC is expected by the second quarter of 2006.

    Retail Rates - Gas (Entergy Gulf States)

    In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

    In January 2006, Entergy Gulf States filed with the LPSC its gas rate stabilization plan. The filing showed a revenue deficiency of $4.1 million based on an ROE mid-point of 10.5%. Approval by the LPSC and implementation are not expected until the second quarter of 2006.

     

    Filings with the MPSC (Entergy Mississippi)

    Formula Rate Plan Filings

    Entergy Mississippi made its annual formula rate plan filing with the MPSC in March 2005 based on a 2004 test year. In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on a performance-adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

    Power Management Rider

    In November 2005, the MPSC approved the purchase of the 480MW Attala power plant. In December 2005, the MPSC issued an order approving the investment cost recovery through its power management rider and limited the recovery to a period that begins with the closing date of the purchase and ends the earlier of the date costs are incorporated into base rates or December 31, 2006. The MPSC order also provided that any reserve equalization benefits be credited to the annual ownership costs beginning with the date that Entergy Mississippi begins recovery of the Hurricane Katrina restoration costs or July 1, 2006, whichever is earlier. On December 9, 2005, Entergy Mississippi filed a compliance rider. Entergy Mississippi purchased the Attala power plant in January 2006.

    Grand Gulf Accelerated Recovery Tariff (GGART)

    In September 1998, the FERC approved the GGART for Entergy Mississippi's allocable portion of Grand Gulf, which was filed with the FERC in August 1998. The GGART provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligation over the period October 1, 1998 through June 30, 2004. In May 2003, the MPSC authorized the cessation of the GGART effective July 1, 2003. Entergy Mississippi filed notice of the change with the FERC, and the FERC approved the filing on July 30, 2003. Entergy Mississippi accelerated a total of $168.4 million of Grand Gulf purchased power obligation costs under the GGART over the period October 1, 1998 through June 30, 2003.

    Filings with the City Council (Entergy New Orleans)

    Formula Rate Plans

    In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council. The filings showed that a decrease of $0.2 million in electric revenues was warranted and an increase of $3.9 million in gas revenues was warranted. In addition, in May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plans and generation performance-based rate plan (G-PBR) for an additional three years. In August 2005, Entergy New Orleans, the City Council advisors, and the intervenors entered into an agreement in principle which provided, among other things, for a reduction in the Customer Care System investment of $3.2 million and for a reduction in Entergy New Orleans' electric base rates of $2.5 million and no change in Entergy New Orleans' gas base rates. The agreement provided for the continuation of the electric and gas formula rate plans for two more annual cycles, effective September 1, 2005, with a target equity ratio of 45% as well as a mid-point return on equity (ROE) of 10.75%. The ROE band-width is 100 basis points from the mid-point for electric operations. For gas operations, the ROE band-width is 50 basis points from the mid-point and zero basis points for the 2005 evaluation period. The agreement in principle also includes the continuation and modification of the G-PBR by separating the operation of the G-PBR from the formula rate plan so that the core business' electric rates are not set on a prospective basis by reference to G-PBR earnings. The agreement in principle provided for a $4.5 million cap on Entergy New Orleans' share of G-PBR savings. The G-PBR plan, however, has been temporarily suspended due to impacts from Hurricane Katrina. Entergy New Orleans will notify the City Council's advisors and the City Council at such time as it is reasonable to resume the operation of the
    G-PBR.

    In August 2005, prior to Hurricane Katrina, the Council Utility, Cable and Telecommunications Committee voted to recommend to the City Council a resolution approving this agreement in principle. The City Council was to consider this recommendation at its regularly scheduled meeting on September 1, 2005, but this meeting did not occur due to Hurricane Katrina. On August 31, 2005, the chairman of the Council Utility, Cable and Telecommunications Committee issued a letter authorizing Entergy New Orleans to implement the agreement in principle in accordance with the resolution previously considered by this Council committee, and advising Entergy New Orleans that the City Council would consider the ratification of this letter authorization at the first available opportunity. On September 27, 2005, the City Council ratified the August 31, 2005 letter, and deemed the resolution approving the agreement in principle to be effective as of September 1, 2005.

    In May 2003, the City Council approved a resolution allowing for a total increase of $30.2 million in electric and gas base rates effective June 1, 2003. In April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the City Council in 2003. The filings sought an increase in Entergy New Orleans' electric revenues of $1.2 million and an increase in Entergy New Orleans' gas revenues of $32,000. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003. The resolution ordered Entergy New Orleans to defer $3.9 million relating to voluntary severance plan costs allocated to its electric operations and $1.0 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its books regulatory assets in those amounts to be amortized over five years effective January 2004. Entergy New Orleans was also ordered to defer $6.0 million of fossil plan maintenance expense incurred in 2003 and to record on its books a regulatory asset in that amount to be amortized over five years effective January 2003.

    Fuel Adjustment Clause Litigation

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

    Plaintiffs also filed a corresponding complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in Entergy New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs appealed the City Council resolution to the state courts. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher.

    In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. Subsequent to Entergy New Orleans' filing of a bankruptcy petition in the Eastern District of Louisiana, Entergy New Orleans filed a Notice of Stay with the Court of Appeal. The Bankruptcy Court lifted the stay with respect to the plaintiffs' appeal of the Civil District Court decision, but the class action lawsuit remains stayed. In February 2006, Entergy New Orleans filed a notice removing the class action lawsuit from the Civil District Court to the U.S. District Court for the Eastern District of Louisiana. Additionally, in the Entergy New Orleans bankruptcy proceeding, the named plaintiffs in the Entergy New Orleans fuel clause lawsuit, together with the named plaintiffs in the Entergy New Orleans rate of return lawsuit, filed a Complaint for Declaratory Judgment asking the court to declare that Entergy New Orleans, Entergy Corporation, and Entergy Services are a single business enterprise, and as such, are liable in solido with Entergy New Orleans for any claims asserted in the Entergy New Orleans fuel clause lawsuit and the Entergy New Orleans rate of return lawsuit, and alternatively, that the automatic stay be lifted to permit the movants to pursue the same relief in sate court. Answers were due in this adversary proceeding in February 2006, but Entergy New Orleans has requested an extension to answer until March 2006.

    Electric Industry Restructuring and the Continued Application of SFAS 71

    Although Arkansas and Texas enacted retail open access laws, the retail open access law in Arkansas has now been repealed. Retail open access in Entergy Gulf States' service territory in Texas has been delayed. Entergy believes that significant issues remain to be addressed by Texas regulators, and the enacted law does not provide sufficient detail to allow Entergy Gulf States to reasonably determine the impact on Entergy Gulf States' regulated operations. Entergy therefore continues to apply regulatory accounting principles to the retail operations of all of the domestic utility companies.

    Texas

    (Entergy Gulf States)

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

    • the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States requested authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC.
    • the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory.
    • the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.

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

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

    In June 2005, a Texas law was enacted which provides that:

    • Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
    • the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
    • Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification (as discussed below);
    • Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
    • Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
    • Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "Deferred Fuel Costs," in July 2005 Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
    • Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges (as discussed above in "Filings with the PUCT and Texas Cities," in August 2005, Entergy Gulf States filed with the PUCT an application for recovery of its transition to competition costs).

    Entergy Gulf States made the January 2006 filing regarding the identification of power region(s) required by the 2005 legislation, and based on the statutory requirements for the certification of a qualified power region (QPR), previous PUCT rulings, and Entergy Gulf States' geographical location, Entergy Gulf States identified three potential power regions:

    1. Electric Reliability Council of Texas (ERCOT) as the power region and Independent Organization (IO);
    2. Southwest Power Pool (SPP) as the power region and IO; and
    3. the Entergy market as the power region and the Independent Coordinator of Transmission (ICT) as the IO.

    Based on previous rulings of the PUCT, and absent reconsideration of those rulings, Entergy Gulf States believes that the third alternative - an ICT operating in Entergy's market area - is not likely to be a viable QPR alternative at this time. Accordingly, while noting this alternative, Entergy Gulf States' filing focuses on the first two alternatives, which are expected to meet the statutory requirements for certification so long as certain key implementation issues can be resolved. Entergy Gulf States' filing enumerated and discussed the corresponding steps and a high-level schedule associated with certifying either of these two power regions.

    Entergy Gulf States' filing does not make a recommendation between ERCOT and the SPP as a power region. Rather, the filing discusses the major issues that must be resolved for either of those alternatives to be implemented. In the case of ERCOT, the major issue is the cost and time related to the construction of facilities to interconnect Entergy Gulf States' Texas operations with ERCOT, while addressing the interest of Entergy Gulf States' retail customers and certain wholesale customers in access to generation outside of Texas. With respect to the SPP, the major issue is the development of protocols that would ultimately be necessary to implement retail open access.

    Entergy Gulf States recommended that the PUCT open a project for the purpose of involving stakeholders in the selection of the single power region that Entergy Gulf States should request for certification. Entergy Gulf States notes that House Bill 1567 also directs Entergy Gulf States to file a transition to competition filing no later than January 1, 2007. The contents of the January 1, 2007 filing will be affected by the power region selected. Accordingly, Entergy Gulf States recommended that the goal of the project should be to reach consensus on a power region in a timely manner to inform Entergy Gulf States' January 1, 2007 filing.

    FERC Settlement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    In November 1994, FERC approved an agreement settling a long-standing dispute involving income tax allocation procedures of System Energy. In accordance with the agreement, System Energy refunded a total of approximately $62 million, plus interest, to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans through June 2004. System Energy also reclassified from utility plant to other deferred debits approximately $81 million of other Grand Gulf costs. Although such costs were excluded from rate base, System Energy amortized and recovered these costs over a 10-year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf costs reduced Entergy's and System Energy's net income by approximately $10 million annually.

    NOTE 3. INCOME TAXES

    Income tax expenses for 2005, 2004, and 2003 consist of the following:



    2005


    Entergy
    Arkansas


    Entergy
    Gulf States

    Entergy
    Louisiana
    Holdings

    Entergy
    Louisiana, LLC


    Entergy
    Mississippi


    Entergy
    New Orleans


    System
    Energy

    (In Thousands)

    Current:
      Federal (a)(b)

    ($5,534)

    ($256,561)

    ($139,018)

    ($38,109)

    ($115,504)

    ($141,249)

    $171,318 

      State (a)(b)

    36 

    (37,962)

    10,249 

    10,249 

    (8,547)

    (13,115)

    10,566 

        Total (a)(b)

    (5,498)

    (294,523)

    (128,769)

    (27,860)

    (124,051)

    (154,364)

    181,884 

    Deferred - net

    106,898 

    410,500 

    229,279 

    128,370 

    159,333 

    156,581 

    (109,065)

    Investment tax credit
     adjustments - net

    (4,452)

    (5,707)

    (3,691)

    (3,691)

    (1,329)

    (427)

    (3,476)

      Recorded income tax expense

    $96,948 

    $110,270 

    $96,819 

    $96,819 

    $33,953 

    $1,790 

    $69,343 



    2004


    Entergy
    Arkansas


    Entergy
    Gulf States

    Entergy
    Louisiana
    Holdings

    Entergy
    Louisiana, LLC


    Entergy
    Mississippi


    Entergy
    New Orleans


    System
    Energy

    (In Thousands)

    Current:
      Federal (a)

    $14,490 

    $42,436 

    $2,439 

    $2,439 

    ($23,568)

    ($19,259)

    $222,622 

      State (a)

    8,727 

    7,944 

    1,957 

    1,957 

    (1,221)

    (3,655)

    33,926 

        Total (a)

    23,217 

    50,380 

    4,396 

    4,396 

    (24,789)

    (22,914)

    256,548 

    Deferred - net

    70,674 

    63,615 

    80,207 

    80,207 

    63,234 

    40,226 

    (175,059)

    Investment tax credit
     adjustments - net

    (4,827)

    (5,707)

    (5,128)

    (5,128)

    (1,405)

    (444)

    (3,476)

      Recorded income
       tax expense


    $89,064 


    $108,288 


    $79,475 


    $79,475 


    $37,040 


    $16,868 


    $78,013 



    2003


    Entergy
    Arkansas


    Entergy
    Gulf States

    Entergy
    Louisiana
    Holdings

    Entergy
    Louisiana, LLC


    Entergy
    Mississippi


    Entergy
    New Orleans


    System
    Energy

    (In Thousands)

    Current:
      Federal (a)

    $40,632 

    ($11,535)

    ($745,724)

    ($745,724)

    ($2,969)

    ($7,655)

    $95,670 

      State (a)

    16,306 

    (1,503)

    (16,243)

    (16,243)

    2,565 

    (1,871)

    15,382 

        Total (a)

    56,938 

    (13,038)

    (761,967)

    (761,967)

    (404)

    (9,526)

    111,052 

    Deferred - net

    53,309 

    49,365 

    864,656 

    864,656 

    36,240 

    15,853 

    (31,731)

    Investment tax credit
     adjustments - net

    (4,951)

    (12,078)

    (5,281)

    (5,281)

    (1,405)

    (452)

    (3,476)

      Recorded income
       tax expense


    $105,296 


    $24,249 


    $97,408 


    $97,408 


    $34,431 


    $5,875 


    $75,845 

    (a)

    Entergy Louisiana's actual cash taxes paid/(refunded) were $11,116 in 2005, ($70,650) in 2004, and $35,128 in 2003. Entergy Louisiana's mark-to-market tax accounting election significantly reduced taxes paid in 2002. In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia project (the contract is discussed in Note 8 to the domestic utility companies and System Energy financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $664 million through 2005, which could reverse in the years 2006 through 2031 depending on several variables, including the price of power. The election did not reduce book income tax expense.

    (b)

    In 2003, the domestic utility companies and System Energy filed with the IRS a change in tax accounting method notification for their respective calculations of cost of goods sold. The adjustment implemented a simplified method of allocation of overhead to the production of electricity, which is provided under IRS capitalization regulations. The cumulative adjustment placing these companies on the new methodology resulted in a $1.13 billion deduction for Entergy Arkansas, a $641 million deduction for Entergy Gulf States, a $474 million deduction for Entergy Louisiana, a $111 million deduction for Entergy Mississippi, a $32 million deduction for Entergy New Orleans, and a $440 million deduction for System Energy on Entergy's 2003 income tax return. Entergy's current estimates of the utilization through 2005 indicate that Entergy Arkansas realized $115 million, Entergy Gulf States realized $46 million, Entergy Louisiana realized $64 million, Entergy Mississippi realized $2 million, and System Energy realized $138 million in cash tax benefit from the method change. The IRS issued new proposed regulations, effective in 2005, which disallow a portion of Entergy's method. Approximately $776 million of tax deductions have to be reversed and will be recognized in taxable income equally over two years, 2005 and 2006. Entergy Arkansas' share of this reversal is $270 million. Entergy Gulf States' share is $148 million. Entergy Louisiana's share is $145 million. Entergy Mississippi's share is $124 million. Entergy New Orleans' share is $27 million. System Energy's share is $62 million. In 2005, the domestic utility companies and System Energy filed a notice with the IRS of a new tax accounting method for their respective calculations of cost of goods sold. It is anticipated that this new method will offset a significant portion of the previously stated adjustment to taxable income. As Entergy is in a consolidated net operating loss position, the adjustment required by the new regulations has the effect of reducing the consolidated net operating loss and does not require a payment to the IRS at this time. However, to the extent the individual companies making this election do not have other deductions or sufficient net operating losses, they will have to pay back their benefits received to other Entergy companies under the Entergy Tax Allocation Agreement. At this time, it is estimated that Entergy Mississippi would owe $1 million and System Energy would owe $9 million. The new tax accounting method change is also subject to IRS scrutiny. Should the IRS fully deny the use of Entergy's tax accounting method for cost of goods sold, the companies would have to pay back all of the benefits received.

     

    Total income taxes differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2005, 2004, and 2003 are:

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2005

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $95,054 

    $110,868 

    $78,715 

    $33,619 

    $1,064 

    $63,345 

    Increases (reductions) in tax

        resulting from:

      State income taxes net of

        federal income tax effect

    11,318 

    10,204 

    7,213 

    3,154 

    221 

    6,567 

      Regulatory differences -

        utility plant items

    540 

    5,087 

    11,135 

    255 

    2,441 

    9,525 

      Amortization of investment

        tax credits

    (4,452)

    (5,316)

    (3,691)

    (1,332)

    (424)

    (3,476)

      Flow-through/permanent

        differences

    (3,148)

    (8,843)

    (4,420)

    (1,344)

    (1,439)

    (6,626)

      Other - net

    (2,364)

    (1,730)

    7,867 

    (399)

    (73)

          Total income taxes

    $96,948 

    $110,270 

    $96,819 

    $33,953 

    $1,790 

    $69,343 

    Effective Income Tax Rate

    35.7%

    34.8%

    43.0%

    35.3%

    58.9%

    38.3%

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2004

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $80,946 

    $105,194 

    $72,440 

    $38,688 

    $15,729 

    $64,386 

    Increases (reductions) in tax

        resulting from:

      State income taxes net of

        federal income tax effect

    12,204 

    8,289 

    6,411 

    3,845 

    1,158 

    7,665 

      Regulatory differences -

        utility plant items

    13,775 

    6,951 

    10,052 

    (1,482)

    1,373 

    10,528 

      Amortization of investment

        tax credits

    (4,827)

    (5,316)

    (5,128)

    (1,405)

    (444)

    (3,476)

      Flow-through/permanent

        differences

    (9,127)

    (7,080)

    (3,576)

    (2,114)

    (878)

    (993)

      Other - net

    (3,907)

    250 

    (724)

    (492)

     (70)

    (97)

          Total income taxes

    $89,064 

    $108,288 

    $79,475 

    $37,040 

    $16,868 

    $78,013 

    Effective Income Tax Rate

    38.5%

    36.0%

    38.4%

    33.5%

    37.5%

    42.4%

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2003

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Computed at statutory rate (35%)

    $80,957  

    $30,850 

    $85,247 

    $35,522 

    $4,807 

    $63,647 

    Increases (reductions) in tax

        resulting from:

      State income taxes net of

        federal income tax effect

    12,987 

    1,270 

    7,764 

    3,000 

    21 

    7,765 

      Regulatory differences -

        utility plant items

    15,994  

    13,260 

    10,568 

    (930)

    2,045 

    11,530 

      Amortization of investment

        tax credits

    (4,951)

    (8,797)

    (5,281)

    (1,404)

    (452)

    (3,476)

      Flow-through/permanent

        differences

    1,090 

    (10,625)

    (2,012)

    (1,112)

    (625)

    (420)

      Benefit of Entergy Corp. expenses

    (1,145)

    (888)

    -  

    (3,408)

      Other - net

    364 

    (821)

    1,122 

    (645)

    79 

    207 

          Total income taxes

    $105,296 

    $24,249 

    $97,408 

    $34,431 

    $5,875 

    $75,845 

    Effective Income Tax Rate

    45.5%

    27.5%

    40.0%

    33.9%

    42.8%

    41.7%

    Significant components of net deferred and long-term accrued tax liabilities as of December 31, 2005 and 2004 are as follows:

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2005

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Deferred and Long-term Accrued Tax Liabilities:

        Net regulatory assets/(liabilities)

    ($86,344)

    ($491,661)

    ($140,463)

    ($21,800)

    $50,855 

    ($214,474)

        Plant-related basis differences - net

    (1,277,810)

    (1,716,213)

    (1,094,333)

    (416,728)

    (183,111)

    (514,130)

        Power purchase agreements

    (4,075)

    (1,141)

    (964,086)

    (75)

        Rate refunds

    (40,429)

    (23,186)

    (49,336)

    (14,448)

        Deferred fuel

    (80,109)

    (128,565)

    (2,139)

    (29,978)

    (12,881)

    (6,885)

        Other reserves

    (10,442)

    (27,457)

    (40,477)

    774 

        Other

    (70,412)

    (3,945)

    (165,847)

    (15,975)

    (3,168)

    (14,275)

            Total

    (1,559,179)

    (2,351,967)

    (2,390,054)

    (561,349)

    (203,230)

    (748,990)

    Deferred Tax Assets:

        Accumulated deferred investment

            tax credit

    25,108 

    32,525 

    35,569 

    4,727 

    1,374 

    27,592 

        Sale and leaseback

    89,140 

    149,417 

        Purchased power agreements

    100,909 

        NOL carryforward

    311,609 

    418,903 

    162,393 

    54,096 

    66,267 

        Unbilled/Deferred revenues

    (1,454) 

    24,043 

    1,212 

        Pension-related items

    321 

    14,661 

    19,686 

    (4,114)

    5,698 

    6,745 

        Reserve for regulatory adjustments

    120,792 

        Rate refund

    6,530 

    170,222 

        Customer deposits

    30,882 

    23,189 

    16,151 

    120 

        Nuclear decommissioning

    12,070 

    2,833 

    3,671 

        Other

    18,745 

    20,238 

    13,083 

    338 

    193 

    15,843 

            Total

    397,281 

    660,881 

    338,855 

    56,259 

    73,652 

    474,399 

            Net deferred tax liability

    ($1,161,898)

    ($1,691,086)

    ($2,051,199)

    ($505,090)

    ($129,578)

    ($274,591)

    Entergy

    Entergy

    Entergy

    Entergy

    Entergy

    System

    2004

    Arkansas

    Gulf States

    Louisiana

    Mississippi

    New Orleans

    Energy

    (In Thousands)

    Deferred and Long-term Accrued Tax Liabilities:

        Net regulatory assets/(liabilities)

    ($128,594)

    ($479,158)

    ($169,675)

    ($22,864)

    $44,867 

    ($223,391)

        Plant-related basis differences - net

    (1,237,303)

    (1,388,391)

    (921,976)

    (389,558)

    (103,733)

    (471,026)

        Power purchase agreements

    -  

    (971,676)

    -  

    -  

        Rate refunds

    (39,163)

    (17,736)

    (49,124)

    (14,375)

    -  

        Deferred fuel

    (2,899)

    (36,017)

    (1,286)

    (6,424)

    (3,873)

    -  

        Other reserves

    2,686  

    (33,916)

    27,421  

    5,856 

    (323)

    (80,597)

        Other

    (80,980)

    (20,781)

    (68,381)

    (16,516)

    (2,982)

    (11,851)

            Total

    (1,486,253)

    (1,958,263)

    (2,123,309)

    (478,630)

    (80,419)

    (786,865)

    Deferred Tax Assets:

        Accumulated deferred investment

            tax credit

    26,936  

    34,359  

    36,989  

    5,235  

    1,538  

    28,922  

        Sale and leaseback

    -  

    -  

    82,410  

    -  

    -  

    144,745  

        NOL carryforward

    300,249  

    164,749  

    164,840  

    34,642  

    18,973  

    -  

        Unbilled/Deferred revenues

    -  

    17,001  

    -  

    10,193  

    -  

    -  

        Pension-related items

    -  

    14,499  

    13,039  

    -  

    10,656  

    6,737  

        Reserve for regulatory adjustments

    -  

    131,112  

    -  

    -  

    -  

    -  

        Rate refund

    -  

    32,932  

    -  

    -  

    -  

    170,222  

        Customer deposits

    40,880  

    33,425  

    17,479  

    15,777  

    91  

    -  

        Nuclear decommissioning

    12,070  

    -  

    2,833  

    -  

    -  

    -  

        Other

    11,801  

    10,721  

    13,021  

    2,386  

    193  

    11,296  

            Total

    391,936  

    438,798  

    330,611  

    68,233  

    31,451  

    361,922  

            Net deferred tax liability

    ($1,094,317)

    ($1,519,465)

    ($1,792,698)

    ($410,397)

    ($48,968)

    ($424,943)

    As of December 31, 2005, estimated federal net operating loss carryforwards were $751.5 million for Entergy Arkansas, $1.1 billion for Entergy Gulf States, $85.4 million for Entergy Louisiana, $168.3 million for Entergy Mississippi, and $151.4 million for Entergy New Orleans, primarily resulting from a change in tax accounting method relating to the calculation of cost of goods sold and losses due to Hurricanes Katrina and Rita. The tax accounting method change produces temporary book tax differences, which will reverse in the future. If the federal net operating loss carryforwards are not utilized, they will expire in the years 2023 through 2025.

    As of December 31, 2005, estimated state net operating loss carryforwards were and $920.9 million for Entergy Arkansas, $822.5 million for Entergy Gulf States, $2.6 billion for Entergy Louisiana, and $337.4 million for Entergy New Orleans. If the state net operating loss carryforwards are not utilized, they will expire in the years 2008 through 2010 for Entergy Arkansas, 2018 through 2020 for Entergy Gulf States, 2016 through 2020 for Entergy Louisiana, and 2018 through 2020 for Entergy New Orleans.

    Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy have recorded receivables of approximately $20 million, $167 million, $54 million, $59 million and $1 million, respectively, in the "Prepayments and other" line on the balance sheet as of December 31, 2005 for anticipated income tax refunds from prior tax years under the special provisions of the Gulf Opportunity Zone Act of 2005 and the Energy Policy Act of 2005.

    Income Tax Audits

    Entergy is currently under audit by the IRS with respect to tax returns for tax periods subsequent to 1995 and through 2003, and is subject to audit by the IRS and other taxing authorities for subsequent tax periods.  The amount and timing of any tax assessments resulting from these audits are uncertain, and could have a material effect on Entergy's financial position and results of operations.  Entergy believes that the contingency provisions established in its financial statements will sufficiently cover the liabilities that are reasonably estimable associated with tax matters. Certain material audit matters as to which management believes there is a reasonable possibility of a future tax payment are discussed below.

    Depreciable Property Lives

    In October 2005, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi Entergy New Orleans, and System Energy concluded settlement discussions with IRS Appeals related to the 1996 - 1998 audit cycle. The most significant issue settled involved the changes in tax depreciation methods with respect to certain types of depreciable property. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans partially conceded depreciation associated with assets other than street lighting and intend to pursue the street lighting depreciation in litigation. Entergy Gulf States was not part of the settlement and did not change its accounting method for these certain assets until 1999. The total cash concession related to these deductions for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy is $56 million plus interest of $23 million. The effect of a similar settlement by Entergy Gulf States would result in a cash tax exposure of approximately $25 million plus interest of $8 million.

    Because this issue relates to the timing of when depreciation expense is deducted, the conceded amount for Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, or any future conceded amounts by Entergy Gulf States will be recovered in future periods. Entergy believes that the contingency provision established in its financial statements sufficiently covers the risk associated with this item.

    Mark to Market of Certain Power Contracts

    In 2001, Entergy Louisiana changed its method of accounting for income tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia hydroelectric project. On audit of Entergy Louisiana's 2001 tax return, the IRS made an adjustment reducing the amount of the deduction associated with this method change. The adjustment had no material impact on Entergy Louisiana's earnings and required no additional cash payment of 2001 income tax. The Vidalia contract method change has resulted in estimated cumulative cash flow benefits of approximately $664 million through December 31, 2005. This benefit could reverse in the years 2006 through 2031 depending on several variables, including the price of power. The tax accounting election has had no effect on book income tax expense.

     

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

    The short-term borrowings of the domestic utility companies (other than Entergy New Orleans) and System Energy are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through March 31, 2008. 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 Entergy's 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 effective February 8, 2006 and the outstanding short-term borrowings from the money pool for the domestic utility companies (other than Entergy New Orleans) and System Energy as of December 31, 2005:

     

    Authorized

     

    Borrowings

     

    (In Millions)

    Entergy Arkansas

    $250

     

    $27.3

    Entergy Gulf States

    $350

     

    -

    Entergy Louisiana

    $250

     

    $68.7

    Entergy Mississippi

    $175

     

    $84.1

    System Energy

    $200

     

    -

    Under a savings provision in PUHCA 2005, which repealed PUHCA 1935, Entergy New Orleans may continue to be a participant in the money pool to the extent authorized by its SEC PUHCA 1935 order. However, Entergy New Orleans has not, and does not expect to make, any additional money pool borrowings while it is in bankruptcy proceedings. Entergy New Orleans had $35.6 million in borrowings outstanding from the money pool as of its bankruptcy filing date, September 23, 2005. The money pool borrowings reflected on Entergy New Orleans' Balance Sheet as of December 31, 2005 are classified as a pre-petition obligation subject to compromise.

    In 2005, the domestic utility companies and System Energy reclassified their treatment of money pool activity in their cash flow statements. Changes in receivables from the money pool are now classified as investing activities, and changes in payables to the money pool are now classified as financing activities. Previously, the domestic utility companies and System Energy had classified changes in receivables from the money pool and payables to the money pool as changes in working capital balances. The 2004 and 2003 money pool activity reported in the cash flow statements was reclassified to conform to the present classification.

    Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have 364-day credit facilities available as follows:


    Company

     


    Expiration Date

     

    Amount of
    Facility

     

    Amount Drawn as of
    Dec. 31, 2005

                 

    Entergy Arkansas

     

    April 2006

     

    $85 million (a)

     

    -

    Entergy Louisiana

     

    April 2006

     

    $85 million (a)

     

    $40 million

    Entergy Louisiana

     

    May 2006

     

    $15 million (b)

       

    Entergy Mississippi

     

    May 2006

     

    $25 million

     

    -

    Entergy New Orleans

     

    May 2006

     

    $15 million (b)

     

    $15 million
     

    (a)

    The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million. Entergy Louisiana granted a security interest in its receivables to secure its $85 million facility.

    (b)

    The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million. In July 2005, Entergy New Orleans granted the lender a security interest in its customer accounts receivables to secure its borrowings under its facility.

    The 364-day credit facilities have variable interest rates and the average commitment fee is 0.13%. The $85 million Entergy Arkansas and Entergy Louisiana credit facilities each requires the respective company to maintain total shareholders' equity of at least 25% of its total assets.

    Entergy New Orleans Debtor-in-Possession Credit Agreement

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. On December 9, 2005, the bankruptcy court issued its final order approving the DIP Credit Agreement. The indenture trustee of Entergy New Orleans' first mortgage bonds appealed the final order, and that appeal is pending. Subsequent to the indenture trustee filing its notice of appeal, Entergy New Orleans, Entergy Corporation, and the indenture trustee filed with the bankruptcy court a motion to approve a settlement among the parties. The settlement would result in the dismissal of the indenture trustee's appeal. The settlement is set for hearing in the bankruptcy court on March 22, 2006.

    The credit facility provides for up to $200 million in loans. These funds were requested to enable Entergy New Orleans to meet its liquidity needs, including employee wages and benefits and payments under power purchase and gas supply agreements, and to continue its efforts to repair and restore the facilities needed to serve its electric and gas customers. The facility provides the ability for Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. As of December 31, 2005, Entergy New Orleans had $90 million of outstanding borrowings under the DIP credit agreement. Management currently expects the bankruptcy court-authorized funding level to be sufficient to fund Entergy New Orleans' expected level of operations through 2006.

    Borrowings under the DIP credit agreement are due in full, and the agreement will terminate, at the earliest of (i) August 23, 2006, or such later date as Entergy Corporation shall agree to in its sole discretion, (ii) the acceleration of the loans and the termination of the DIP credit agreement in accordance with its terms, (iii) the date of the closing of a sale of all or substantially all of Entergy New Orleans' assets pursuant to section 363 of the United States Bankruptcy Code or a confirmed plan of reorganization, or (iv) the effective date of a plan of reorganization in Entergy New Orleans' bankruptcy case.

    As security for Entergy Corporation as the lender, the terms of the December 9, 2005 bankruptcy court order provide that all borrowings by Entergy New Orleans under the DIP Credit Agreement are: (i) entitled to superpriority administrative claim status pursuant to section 364(c)(1) of the Bankruptcy Code; (ii) secured by a perfected first priority lien on all property of Entergy New Orleans pursuant to sections 364(c)(2) and 364(d) of the Bankruptcy Code, except on any property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens of the lender on Entergy New Orleans' $15 million credit facility; and (iii) secured by a perfected junior lien pursuant to section 364(c)(3) of the Bankruptcy Code on all property of Entergy New Orleans subject to valid, perfected, and non-avoidable liens in favor of the lender on Entergy New Orleans' $15 million credit facility that existed as of the date Entergy New Orleans filed its bankruptcy petition.

    The lien granted by the bankruptcy court under sections 364(c)(2) and 364(d) primes the liens that secure Entergy New Orleans' obligations under its mortgage bond indenture that existed as of the date Entergy New Orleans filed its bankruptcy petition. To secure Entergy New Orleans' obligations under its mortgage bond indenture, the bankruptcy court's December 9, 2005 order grants in favor of the bond trustee, for the benefit of itself and the bondholders, a lien on all Entergy New Orleans property that secures its obligations under the DIP Credit Agreement. The lien in favor of the bond trustee is senior to all other liens except for the liens in favor of Hibernia National Bank and Entergy Corporation.

    The interest rate on borrowings under the DIP credit agreement will be the average interest rate of borrowings outstanding under Entergy Corporation's $2 billion revolving credit facility, which was approximately 4.7% per annum at December 31, 2005.

    Events of default under the DIP credit agreement include: failure to make payment of any installment of principal or interest when due and payable; the occurrence of a change of control of Entergy New Orleans; failure by either Entergy New Orleans or Entergy Corporation to receive other necessary governmental approvals and consents; the occurrence of an event having a materially adverse effect on Entergy New Orleans or its prospects; and customary bankruptcy-related defaults, including, without limitation, appointment of a trustee, "responsible person," or examiner with expanded powers, conversion of Entergy New Orleans' chapter 11 case to a case under chapter 7 of the Bankruptcy Code, and the interim or final orders approving the DIP Credit Agreement being stayed or modified or ceasing to be in full force and effect.

     

    NOTE 5. LONG - TERM DEBT (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Long-term debt as of December 31, 2005 and 2004 consisted of:

     

    2005

     

    2004

     

    (In Thousands)

    Entergy Arkansas      
       Mortgage Bonds:      
         6.125% Series due July 2005

    $- 

     

    $100,000 

         4.50% Series due June 2010

    100,000 

     

         5.4% Series due May 2018

    150,000 

     

    150,000 

         5.0% Series due July 2018

    115,000 

     

    115,000 

         7.0% Series due October 2023

     

    175,000 

         5.66% Series due February 2025

    175,000 

     

         6.7% Series due April 2032

    100,000 

     

    100,000 

         6.0% Series due November 2032

    100,000 

     

    100,000 

         5.9% Series due June 2033

    100,000 

     

    100,000 

         6.38% Series due November 2034

    60,000 

     

    60,000 

         Total mortgage bonds

    900,000 

     

    900,000 

           
       Governmental Bonds (a):      
         6.3% Series due 2016, Pope County (f)

    19,500 

     

    19,500 

         5.6% Series due 2017, Jefferson County

    45,500 

     

    45,500 

         6.3% Series due 2018, Jefferson County (f)

    9,200 

     

    9,200 

         6.3% Series due 2020, Pope County

    120,000 

     

    120,000 

         6.25% Series due 2021, Independence County (f)

     

    45,000 

         5.0% Series due 2021, Independence County (f)

    45,000 

     

         5.05% Series due 2028, Pope County (b)

     

    47,000 

         Total governmental bonds

    239,200 

     

    286,200 

           
    Other Long-Term Debt      
        Long-term DOE Obligation (c)

    161,048 

     

    156,332 

        Unamortized Premium and Discount - Net

    (2,010)

     

    (4,390)

        Other

     

    621 

           
    Total Long-Term Debt

    1,298,238 

     

    1,338,763 

    Less Amount Due Within One Year

     

    147,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $1,298,238 

     

    $1,191,763 

           
    Fair Value of Long-Term Debt (d)

    $1,141,332 

     

    $1,224,942 

           

     

     

     

    2005

     

    2004

     

    (In Thousands)

    Entergy Gulf States      
        Mortgage Bonds:      
         6.77% Series due August 2005

    $- 

     

    $98,000 

         3.6% Series due June 2008

    325,000 

     

    325,000 

         Libor + 0.75% Series due December 2008

    350,000 

     

         Libor + 0.4% Series due December 2009

    225,000 

     

    225,000 

         5.12 % Series due August 2010

    100,000 

     

         4.875% Series due November 2011

    200,000 

     

    200,000 

         6.0% Series due December 2012

    140,000 

     

    140,000 

         5.6% Series due December 2014

    50,000 

     

    50,000 

         5.70% Series due June 2015

    200,000 

     

         5.25% Series due August 2015

    200,000 

     

    200,000 

         6.2% Series due July 2033

    240,000 

     

    240,000 

         6.18% Series due March 2035

    85,000 

     

         Total mortgage bonds

    2,115,000 

     

    1,478,000 

           
       Governmental Bonds (a):      
         5.45% Series due 2010, Calcasieu Parish

    22,095 

     

    22,095 

         6.75% Series due 2012, Calcasieu Parish

    48,285 

     

    48,285 

         6.7% Series due 2013, Pointe Coupee Parish

    17,450 

     

    17,450 

         5.7% Series due 2014, Iberville Parish

    21,600 

     

    21,600 

         7.7% Series due 2014, West Feliciana Parish

     

    94,000 

         5.8% Series due 2015, West Feliciana Parish

    28,400 

     

    28,400 

         7.0% Series due 2015, West Feliciana Parish

    39,000 

     

    39,000 

         7.5% Series due 2015, West Feliciana Parish

     

    41,600 

         9.0% Series due 2015, West Feliciana Parish

     

    45,000 

         5.8% Series due 2016, West Feliciana Parish

    20,000 

     

    20,000 

         6.6% Series due 2028, West Feliciana Parish

    40,000 

     

    40,000 

         Total governmental bonds

    236,830 

     

    417,430 

           
    Other Long-Term Debt      
       8.75% Junior Subordinated Deferrable Interest Debentures

     

    87,629 

       Unamortized Premium and Discount - Net

    (2,516)

     

    (2,397)

       Other

    8,816 

     

    8,816 

           
    Total Long-Term Debt

    2,358,130 

     

    1,989,478 

    Less Amount Due Within One Year

     

    98,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $2,358,130 

     

    $1,891,478 

           
    Fair Value of Long-Term Debt (d)

    $2,364,695

     

    $1,999,249 

           

     

     

     

    2005

     

    2004

     

    (In Thousands)

    Entergy Louisiana      
       Mortgage Bonds:      
         4.67% Series due June 2010

    $55,000 

     

    $- 

         5.83% Series due November 2010

    150,000 

     

         5.09% Series due November 2014

    115,000 

     

    115,000 

         5.56% Series due September 2015

    100,000 

     

         5.5% Series due April 2019

    100,000 

     

    100,000 

         7.6% Series due April 2032

    150,000 

     

    150,000 

         6.4% Series due October 2034

    70,000 

     

    70,000 

         6.3% Series due September 2035

    100,000 

     

         Total mortgage bonds

    840,000 

     

    435,000 

           
       Governmental Bonds (a):      
         7.5% Series due 2021, St. Charles Parish

     

    50,000 

         7.0% Series due 2022, St. Charles Parish

     

    24,000 

         7.05% Series due 2022, St. Charles Parish

     

    20,000 

         5.95% Series due 2023, St. Charles Parish (f)

    25,000 

     

    25,000 

         6.2% Series due 2023, St. Charles Parish

     

    33,000 

         6.875% Series due 2024, St. Charles Parish

     

    20,400 

         6.375% Series due 2025, St. Charles Parish

     

    16,770 

         Auction Rate due 2030, St. Charles Parish (f)

    60,000 

     

    60,000 

         4.9% Series due 2030, St. Charles Parish (e)

     

    55,000 

         Total governmental bonds

    85,000 

     

    304,170 

           
    Other Long-Term Debt:      
       Waterford 3 Lease Obligation 7.45% (Note 9)

    247,725 

     

    247,725 

       Unamortized Premium and Discount - Net

    (325)

     

    (1,200)

           
    Total Long-Term Debt

    1,172,400 

     

    985,695 

    Less Amount Due Within One Year

     

    55,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $1,172,400 

     

    $930,695 

     

     

     

     

    Fair Value of Long-Term Debt (d)

    $934,821 

     

    $762,782 

     

     

     

    2005

     

    2004

     

    (In Thousands)

    Entergy Mississippi      
       Mortgage Bonds:      
         4.35% Series due April 2008

    $100,000 

     

    $100,000 

         4.65% Series due May 2011

    80,000 

     

    80,000 

         5.15% Series due February 2013

    100,000 

     

    100,000 

         4.95% Series due June 2018

    95,000 

     

    95,000 

         6.0% Series due November 2032

    75,000 

     

    75,000 

         7.25% Series due December 2032

    100,000 

     

    100,000 

         6.25% Series due April 2034

    100,000 

     

    100,000 

         Total mortgage bonds

    650,000 

     

    650,000 

           
       Governmental Bonds (a):      
         4.60% Series due 2022, Mississippi Business Finance Corp.(f)

    16,030 

     

    16,030 

         Auction Rate due 2022, Independence County (f)

    30,000 

     

    30,000 

         Total governmental bonds

    46,030 

     

    46,030 

           
    Other Long-Term Debt:      
       Unamortized Premium and Discount - Net

    (884)

     

    (957)

           
    Total Long-Term Debt

    $695,146 

     

    $695,073 

           
    Fair Value of Long-Term Debt (d)

    $697,772 

     

    $716,201 

     

    2005

     

    2004

     

    (In Thousands)

    Entergy New Orleans      
       Mortgage Bonds(g):      
         8.125% Series due July 2005

    $- 

     

    $30,000 

         3.875% Series due August 2008

    30,000 

     

    30,000 

         4.98% Series due July 2010

    30,000 

     

         5.25% Series due August 2013

    70,000 

     

    70,000 

         6.75% Series due October 2017

    25,000 

     

    25,000 

         5.6% Series due September 2024

    34,975 

     

    35,000 

         5.65% Series due September 2029

    39,960 

     

    40,000 

         Total mortgage bonds

    229,935 

     

    230,000 

           
    Other Long-Term Debt:      
         Unamortized Premium and Discount - Net

    (76)

     

    (98)

           
    Total Long-Term Debt (h)

    229,859 

     

    229,902 

    Less Amount Due Within One Year

     

    30,000 

    Long-Term Debt Excluding Amount Due Within One Year

    $229,859 

     

    $199,902 

         

     

    Fair Value of Long-Term Debt (d)

    $199,100 

     

    $231,957 

     

     

     

     

    2005

     

    2004

     

    (In Thousands)

    System Energy      
       Mortgage Bonds:      
         4.875% Series due October 2007

    $70,000 

     

    $70,000 

         Total mortgage bonds

    70,000 

     

    70,000 

           
       Governmental Bonds (a):      
         5.875% Series due 2022, Mississippi Business Finance Corp.

    216,000 

     

    216,000 

         5.9% Series due 2022, Mississippi Business Finance Corp.

    102,975 

     

    102,975 

         6.2% Series due 2026, Claiborne County

    90,000 

     

    90,000 

         Total governmental bonds

    408,975 

     

    408,975 

           
    Other Long-Term Debt:      
         Grand Gulf Lease Obligation 5.02% (Note 9)

    364,806 

     

    397,119 

         Unamortized Premium and Discount - Net

    (1,150)

     

    (1,235)

           
    Total Long-Term Debt

    842,631 

     

    874,859 

    Less Amount Due Within One Year

    22,989 

     

    25,266 

    Long-Term Debt Excluding Amount Due Within One Year

    $819,642 

     

    $849,593 

     

     

     

     

    Fair Value of Long-Term Debt (d)

    $474,508 

     

    $470,187 

    (a)

    Consists of pollution control revenue bonds and environmental revenue bonds.

    (b)

    The bonds had a mandatory tender date of September 1, 2005. Entergy Arkansas purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    (c)

    Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.

    (d)

    The fair value excludes lease obligations and long-term DOE obligations, and includes debt due within one year. It is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.

    (e)

    The bonds had a mandatory tender date of June 1, 2005. Entergy Louisiana purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time.

    (f)

    The bonds are secured by a series of collateral first mortgage bonds.

    (g)

    Under a settlement agreement currently pending approval of the bankruptcy court, the holders have agreed to forego the accrual of interest on the bonds for one year beginning September 23, 2005.

    (h)

    The 2005 long-term debt is classified as Liabilities Subject to Compromise on the Balance Sheet.

    The annual long-term debt maturities (excluding lease obligations) for debt outstanding as of December 31, 2005, for the next five years are as follows:

       

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

       

    (In Thousands)

                             

    2006

     

    -

     

    -

     

    -

     

    -

     

    -

     

    -

    2007

     

    -

     

    -

     

    -

     

    -

     

    -

     

    $70,000

    2008

     

    -

     

    $675,000

     

    -

     

    $100,000

     

    $30,000

     

    -

    2009

     

    -

     

    $225,000

     

    -

     

    -

     

    -

     

    -

    2010

     

    $100,000

     

    $122,095

     

    $205,000

     

    -

     

    $30,000

     

    -

    Prior to February 8, 2006, the long-term securities issuances of Entergy Gulf States, Entergy Louisiana, LLC (as well as, prior to December 31, 2005, Entergy Louisiana, Inc., the predecessor to Entergy Louisiana, LLC's SEC financing authority), Entergy Mississippi and System Energy were authorized by the SEC under PUHCA 1935. Effective on that date, the FERC has jurisdiction over these issuances. Entergy Gulf States and Entergy Louisiana, LLC have obtained FERC authorization for their long-term financing. The long-term securities issuances of Entergy Arkansas are limited to amounts authorized by the APSC.

    Under a savings provision contained in PUHCA 2005, which repealed PUHCA 1935, Entergy Mississippi and System Energy can each rely, after the repeal, on the long-term securities issuance authority in its SEC PUHCA 1935 order or orders unless superceded by FERC authorization. Under its SEC order, Entergy Mississippi cannot incur additional indebtedness or issue other securities unless (a) the issuer and Entergy Corporation maintain a common equity ratio of at least 30% and (b) the security to be issued (if rated) and all its outstanding securities of the issuer, as well as all outstanding securities of Entergy Corporation, that are rated, are rated investment grade.

    Junior Subordinated Deferrable Interest Debentures and Implementation of FIN 46 (Entergy Gulf States)

    Entergy implemented FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" effective December 31, 2003. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among their investors. Variable interest entities (VIEs), generally, are entities that do not have sufficient equity to permit the entity to finance its operations without additional financial support from its equity interest holders and/or the group of equity interest holders are collectively not able to exercise control over the entity. The primary beneficiary is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both as a result of holding the variable interest. A company may have an interest in a VIE through ownership or other contractual rights or obligations.

    Entergy Gulf States Capital I (Trust) was established as a financing subsidiary of Entergy Gulf States, (the parent company or companies, collectively) for the purposes of issuing common and preferred securities. The Trust issued Cumulative Quarterly Income Preferred Securities (Preferred Securities) to the public and issued common securities to its parent companies. Proceeds from such issues were used to purchase junior subordinated deferrable interest debentures (Debentures) from the parent company. The Debentures held by the Trust were its only assets. The Trust used interest payments received on the Debentures owned by it to make cash distributions on the Preferred Securities and common securities. The parent company fully and unconditionally guaranteed payment of distributions on the Preferred Securities issued by the Trust. Prior to the application of FIN 46, the parent company consolidated its interest in its Trust. Because the parent company's share of expected losses of its Trust is limited to its investment in its Trust, the parent company is not considered the primary beneficiary and therefore de-consolidated its interest in the Trust upon application of FIN 46 with no significant impact to the financial statements. In 2004, the parent company's investment in the Trust and the Debentures issued by the parent company is included in Other Property and Investments and Long-Term Debt, respectively. In 2005, Entergy Gulf States redeemed the Debentures and the Trust redeemed the Preferred Securities.

    Tax Exempt Bond Audit (Entergy Louisiana)

    The Internal Revenue Service (IRS) is auditing certain Tax Exempt Bonds (Bonds) issued by St. Charles Parish, State of Louisiana (the Issuer). The Bonds were issued to finance previously unfinanced acquisition costs expended by Entergy Louisiana to acquire certain radioactive solid waste disposal facilities (the Facilities) at the Waterford Steam Electric Generating Station. In March and April 2005, the IRS issued proposed adverse determinations that the Issuer's 7.0% Series bonds due 2022, 7.5% Series bonds due 2021, and 7.05% Series bonds due 2022 are not tax exempt. The stated basis for these determinations was that radioactive waste did not constitute "solid waste" within the provisions of the Internal Revenue Code and therefore the Facilities did not qualify as solid waste disposal facilities. The Issuer has requested administrative appeals of the proposed adverse determinations with respect to the Bonds to the IRS Office of Appeals. The Issuer and Entergy Louisiana intend to continue to contest vigorously these matters. The three series of Bonds are the only series of bonds issued by the Issuer for the benefit of Entergy Louisiana that are the subject of audits by the IRS.

     

    NOTE 6. PREFERRED STOCK (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    The number of shares authorized and outstanding and dollar value of preferred stock for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as of December 31, 2005 and 2004 are presented below. Only the two Entergy Gulf States series "with sinking fund" contain mandatory redemption requirements. All other series of the U.S. Utility are redeemable at Entergy's option at the call prices presented. Dividends paid on all of Entergy's preferred stock series are eligible for the dividends received deduction. The dividends received deduction is limited by Internal Revenue Code section 244 for the following preferred stock series: Entergy Arkansas 4.72%, Entergy Gulf States 4.40%, Entergy Louisiana Holdings 4.96%, Entergy Mississippi 4.56%, and Entergy New Orleans 4.75%.

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy Arkansas Preferred Stock                  
        Without sinking fund:                  
            Cumulative, $100 par value:                  
                4.32% Series

    70,000

     

    70,000

     

    $7,000

     

    $7,000

     

    $103.65

                4.72% Series

    93,500

     

    93,500

     

    9,350

     

    9,350

     

    $107.00

                4.56% Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $102.83

                4.56% 1965 Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $102.50

                6.08% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $102.83

                7.32% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.17

                7.80% Series

    150,000

     

    150,000

     

    15,000

     

    15,000

     

    $103.25

                7.40% Series

    200,000

     

    200,000

     

    20,000

     

    20,000

     

    $102.80

                7.88% Series

    150,000

     

    150,000

     

    15,000

     

    15,000

     

    $103.00

            Cumulative, $0.01 par value:                  
                $1.96 Series (a)

    600,000

     

    600,000

     

    15,000

     

    15,000

     

    $25.00

                      Total without sinking fund

    1,613,500

     

    1,613,500

     

    $116,350

     

    $116,350

       

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy Gulf States Preferred Stock                  
    Preferred Stock                  
        Authorized 6,000,000 shares,
        $100 par value, cumulative
                     
          Without sinking fund:                  
                4.40% Series

    51,173

     

    51,173

     

    $5,117

     

    $5,117

     

    $108.00

                4.50% Series

    5,830

     

    5,830

     

    583

     

    583

     

    $105.00

                4.40% 1949 Series

    1,655

     

    1,655

     

    166

     

    166

     

    $103.00

                4.20% Series

    9,745

     

    9,745

     

    975

     

    975

     

    $102.82

                4.44% Series

    14,804

     

    14,804

     

    1,480

     

    1,480

     

    $103.75

                5.00% Series

    10,993

     

    10,993

     

    1,099

     

    1,099

     

    $104.25

                5.08% Series

    26,845

     

    26,845

     

    2,685

     

    2,685

     

    $104.63

                4.52% Series

    10,564

     

    10,564

     

    1,056

     

    1,056

     

    $103.57

                6.08% Series

    32,829

     

    32,829

     

    3,283

     

    3,283

     

    $103.34

                7.56% Series

    308,830

     

    308,830

     

    30,883

     

    30,883

     

    $101.80

                      Total without sinking fund

    473,268

     

    473,268

     

    $47,327

     

    $47,327

       
                       
          With sinking fund:                  
                Adjustable Rate-A, 7.0% (b)

    72,000

     

    84,000

     

    $7,200

     

    $8,400

     

    $100.00

                Adjustable Rate-B, 7.0% (b)

    67,500

     

    90,000

     

    6,750

     

    9,000

     

    $100.00

                      Total with sinking fund

    139,500

     

    174,000

     

    $13,950

     

    $17,400

       
                       
    Fair Value of Preferred Stock with
           Sinking Fund (c)
           


    $15,286

     


    $15,286

       

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy Louisiana Holdings Preferred Stock                  
        Without sinking fund:                  
            Cumulative, $100 par value:                  
                4.96% Series

    60,000

     

    60,000

     

    $6,000

     

    $6,000

     

    $104.25

                4.16% Series

    70,000

     

    70,000

     

    7,000

     

    7,000

     

    $104.21

                4.44% Series

    70,000

     

    70,000

     

    7,000

     

    7,000

     

    $104.06

                5.16% Series

    75,000

     

    75,000

     

    7,500

     

    7,500

     

    $104.18

                5.40% Series

    80,000

     

    80,000

     

    8,000

     

    8,000

     

    $103.00

                6.44% Series

    80,000

     

    80,000

     

    8,000

     

    8,000

     

    $102.92

                7.84% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.78

                7.36% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $103.36

            Cumulative, $25 par value:                  
                8.00% Series

    1,480,000

     

    1,480,000

     

    37,000

     

    37,000

     

    $25.00

                     Total without sinking fund

    2,115,000

     

    2,115,000

     

    $100,500

     

    $100,500

       

     

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy Louisiana, LLC Preferred Stock                  
        Without sinking fund:                  
            Cumulative, $100 par value:                  
                6.95% Series

    1,000,000

     

    -

     

    $100,000

     

    $-

     

    $-

                      Total without sinking fund

    1,000,000

     

    -

     

    $100,000

     

    $-

       

     

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy Mississippi Preferred Stock                  
        Without sinking fund:                  
            Cumulative, $100 par value:                  
                4.36% Series

    59,920

     

    59,920

     

    $5,992

     

    $5,992

     

    $103.88

                4.56% Series

    43,887

     

    43,887

     

    4,389

     

    4,389

     

    $107.00

                4.92% Series

    100,000

     

    100,000

     

    10,000

     

    10,000

     

    $102.88

                7.44% Series

    -

     

    100,000

     

    -

     

    10,000

     

    $-

                8.36% Series

    -

     

    200,000

     

    -

     

    20,000

     

    $-

            Cumulative, $25 par value                  
                6.25% Series (d)

    1,200,000

     

    -

     

    30,000

     

    -

     

    $-

                      Total without sinking fund

    1,403,807

     

    503,807

     

    $50,381

     

    $50,381

       

     

     

    Shares
    Authorized
    and Outstanding

     


    Dollars
    (In Thousands)

     

    Call Price Per
    Share as of
    December 31,

     

    2005

     

    2004

     

    2005

     

    2004

     

    2005

    Entergy New Orleans Preferred Stock                  
        Without sinking fund:                  
            Cumulative, $100 par value:                  
                4.75% Series

    77,798

     

    77,798

     

    $7,780

     

    $7,780

     

    $105.00

                4.36% Series

    60,000

     

    60,000

     

    6,000

     

    6,000

     

    $104.58

                5.56% Series

    60,000

     

    60,000

     

    6,000

     

    6,000

     

    $102.59

                      Total without sinking fund

    197,798

     

    197,798

     

    $19,780

     

    $19,780

       

    (a)

    The total dollar value represents the liquidation value of $25 per share.

    (b)

    Represents weighted-average annualized rates for 2005 and 2004.

    (c)

    Fair values were determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. There is an additional disclosure of fair value of financial instruments in Note 12 to the domestic utility companies and System Energy financial statements.

    (d)

    Series is non-callable until August 2010; thereafter callable at par.

    Entergy Gulf States' preferred stock with sinking fund retirements were 34,500 shares in 2005, 2004, and 2003. Entergy Gulf States has annual sinking fund requirements of $3.45 million through 2009 for its preferred stock outstanding. Entergy Gulf States has the annual non-cumulative option to redeem, at par, additional amounts of certain series of its outstanding preferred stock.

    In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of December 31, 2005. The dividends are cumulative and payable quarterly beginning November 1, 2005. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem all $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and all $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

    In December 2005, Entergy Louisiana, LLC issued 1,000,000 shares of $100 par value 6.95% Series Preferred Stock, all of which are outstanding as of December 31, 2005. The dividends are cumulative and payable quarterly beginning March 15, 2006. The preferred stock is redeemable on or after December 31, 2010, at Entergy Louisiana's option, at the call price of $100 per share. The proceeds from the issuance will be used to repay short-term borrowings.

    Entergy New Orleans has 77,798 shares of $100 par value, 4-3/4 % series preferred stock ("4-3/4% Preferred") issued and outstanding.  The 4-3/4% Preferred is non-voting, limited and preferred as to dividends, has a preference in liquidation over the common stock equal to its par value ($100), has redemption rights equal to 105% of its issue price and is not convertible into any other class of stock. The 4-3/4% Preferred is entitled to a quarterly dividend to be paid on the first day of January, April, July, and October.  Due to its bankruptcy, Entergy New Orleans did not pay the preferred stock dividends due October 1, 2005 or January 1, 2006.  If dividends with respect to the 4-3/4% Preferred are not paid by July 1, 2006, the holders of these shares will have the right to elect a majority of the Entergy New Orleans board of directors.  If the 4-3/4% Preferred obtain the right to elect a majority of the Entergy New Orleans board of directors, Entergy New Orleans will no longer be a member of the Entergy Consolidated Tax Return Group.  If Entergy New Orleans is not a member of the Entergy Consolidated Tax Return Group, Entergy New Orleans is not entitled to benefits under the Entergy Income Tax Allocation Agreement.

     

    NOTE 7. COMMON EQUITY (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans

    Dividend Restrictions

    Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of the domestic utility companies and System Energy restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2005, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $396.4 million and $68.5 million, respectively.

    The Federal Power Act restricts the ability of a public utility to pay dividends out of capital. As a result of its restructuring and the related accounting, Entergy Louisiana, LLC applied to the FERC for a declaratory order to pay dividends on its common and preferred membership interests from the following sources: (1) the amount of Entergy Louisiana, Inc.'s retained earnings immediately prior to its restructuring on December 31, 2005; (2) an amount in excess of the amount in (1) over a transition period not expected to last more than 3 years as long as Entergy Louisiana, LLC's proprietary capital ratio is, and will remain, above 30%; and (3) the amount of Entergy Louisiana, LLC's retained earnings after the restructuring. The FERC granted the declaratory order on January 23, 2006. Dividends paid by Entergy Louisiana, LLC on its common membership interests to Entergy Louisiana Holdings, Inc. may, in turn, be paid by Entergy Louisiana Holdings, Inc. to Entergy Corporation without the need for FERC approval. As a wholly-owned subsidiary, Entergy Louisiana Holdings, Inc. dividends its earnings to Entergy Corporation at a percentage determined monthly.

     

    NOTE 8. COMMITMENTS AND CONTINGENCIES

    The domestic utility companies and System Energy are involved in a number of legal, tax, and regulatory proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of their business. While management is unable to predict the outcome of such proceedings, it is not expected that the ultimate resolution of these matters will have a material adverse effect on Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, Entergy Mississippi's, Entergy New Orleans', or System Energy's results of operations, cash flows, or financial condition.

    Entergy New Orleans Bankruptcy

    See Note 14 to the consolidated financial statements for information on the Entergy New Orleans bankruptcy proceeding.

    Vidalia Purchased Power Agreement (Entergy Louisiana)

    Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $115.1 million in 2005, $147.7 million in 2004, and $112.6 million in 2003. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $130.4 million in 2006, and a total of $3.4 billion for the years 2007 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause. In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to ten years, beginning in October 2002. The provisions of the settlement also provide that the LPSC shall not recognize or use Entergy Louisiana's use of the cash benefits from the tax treatment in setting any of Entergy Louisiana's rates. Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes.

    System Fuels (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The domestic utility companies that are owners of System Fuels have made loans to System Fuels to finance its fuel procurement, delivery, and storage activities. The following loans outstanding to System Fuels as of December 31, 2005 mature in 2008:


    Owner

     

    Ownership
    Percentage

     

    Loan Outstanding
    at December 31, 2005

     

     

     

     

     

    Entergy Arkansas

     

    35%

     

    $11.0 million
    Entergy Louisiana

     

    33%

     

    $14.2 million
    Entergy Mississippi

     

    19%

     

    $5.5 million
    Entergy New Orleans

     

    13%

     

    $3.3 million

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

    Third Party Liability Insurance

    The Price-Anderson Act provides insurance for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Originally passed by Congress in 1957 and most recently amended in 2005, the Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two levels:

    1.

    The primary level is private insurance underwritten by American Nuclear Insurers and provides liability insurance coverage of $300 million. If this amount is not sufficient to cover claims arising from the accident, the second level, Secondary Financial Protection, applies. An industry-wide aggregate limitation of $300 million exists for domestically-sponsored terrorist acts. There is no limitation for foreign-sponsored terrorist acts.

    2.

    Within the Secondary Financial Protection level, each nuclear plant must pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, up to a maximum of $100.6 million per reactor per incident. This consists of a $95.8 million maximum retrospective premium plus a five percent surcharge that may be applied, if needed, at a rate that is presently set at $15 million per year per nuclear power reactor. There are no domestically- or foreign-sponsored terrorism limitations.

    Currently, 104 nuclear reactors are participating in the Secondary Financial Protection program - 103 operating reactors and one under construction. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $10 billion in insurance coverage to compensate the public in the event of a nuclear power reactor accident.

    Entergy Arkansas has two licensed reactors and Entergy Gulf States, Entergy Louisiana, and System Energy each have one licensed reactor (10% of Grand Gulf is owned by a non-affiliated company (SMEPA), which would share on a pro-rata basis in any retrospective premium assessment under the Price-Anderson Act).

    An additional but temporary contingent liability exists for all nuclear power reactor owners because of a previous Nuclear Worker Tort (long-term bodily injury caused by exposure to nuclear radiation while employed at a nuclear power plant) insurance program that was in place from 1988 to 1998. The maximum premium assessment exposure to each reactor is $3 million and will only be applied if such claims exceed the program's accumulated reserve funds. This contingent premium assessment feature will expire with the Nuclear Worker Tort program's expiration, which is scheduled for 2008.

    Property Insurance

    Entergy's nuclear owner/licensee subsidiaries are members of certain mutual insurance companies that provide property damage coverage, including decontamination and premature decommissioning expense, to the members' nuclear generating plants. These programs are underwritten by Nuclear Electric Insurance Limited (NEIL). As of December 31, 2005, the domestic utility companies and System Energy were insured against such losses per the following structures:

    ANO 1 and 2, Grand Gulf, River Bend, and Waterford 3

    • Primary Layer (per plant) - $500 million per occurrence
    • Excess Layer (per plant) - $100 million per occurrence
    • Blanket Layer (shared among all plants) - $1.0 billion per occurrence
    • Total limit - $1.6 billion per occurrence
    • Deductibles:
      • $5.0 million per occurrence - Turbine/generator damage
      • $5.0 million per occurrence - Other than turbine/generator damage

    Note: ANO 1 and 2 share in the Primary Layer with one policy in common.

    In addition, Waterford 3 and Grand Gulf are also covered under NEIL's Accidental Outage Coverage program. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL property damage loss, subject to a deductible. The following summarizes this coverage as of December 31, 2005:

    Waterford 3

    • $2.95 million weekly indemnity
    • $413 million maximum indemnity
    • Deductible: 26 week waiting period

    Grand Gulf

    • $100,000 weekly indemnity
    • $14 million maximum indemnity
    • Deductible: 26 week waiting period

    Under the property damage and accidental outage insurance programs, Entergy's nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of December 31, 2005, the maximum amount of such possible assessments per occurrence were $16.1 million for Entergy Arkansas, $10.9 million for Entergy Gulf States, $13.3 million for Entergy Louisiana, $0.15 million for Entergy Mississippi, $0.15 million for Entergy New Orleans, and $11.9 million for System Energy.

    Entergy maintains property insurance for its nuclear units in excess of the NRC's minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

    In the event that one or more acts of domestically-sponsored terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. There is no aggregate limit involving one or more acts of foreign-sponsored terrorism.

    Non-Nuclear Property Insurance (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

    Entergy's non-nuclear property insurance program provides coverage up to $400 million on an Entergy system-wide basis, subject to a $20 million per occurrence self-insured retention, for all risks coverage for direct physical loss or damage, including boiler and machinery breakdown.  Covered property generally includes power plants, substations, facilities, inventories, and gas distribution-related properties. Excluded property generally includes above-ground transmission and distribution lines, poles, and towers. The primary property program (excess of the deductible) is placed through Oil Insurance Limited ($250 million layer) with the excess program ($150 million layer) placed on a quota share basis through underwriters at Lloyds (50%) and Hartford Steam Boiler Inspection and Insurance Company (50%).  There is an aggregation limit of $1 billion for all parties insured by OIL for any one occurrence. Coverage is in place for Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy Gulf States, and Entergy New Orleans.

    In addition to the OIL program, Entergy has purchased additional coverage for some of its non-regulated, non-generation assets through Zurich American.  This policy serves to buy-down the $20 million deductible and is placed on a scheduled location basis. The applicable deductibles are $100,000 or $250,000 as per the schedule provided to underwriters.

    Nuclear Decommissioning and Other Retirement Costs (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy)

    SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets.

    These liabilities are recorded at their fair values (which is the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets are depreciated over the useful lives of the assets. SFAS 143 is expected to be earnings neutral to the rate-regulated business of the domestic utility companies and System Energy.

    In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, the domestic utility companies and System Energy have recorded regulatory assets (liabilities) in the following amounts to reflect their estimates of the difference between estimated incurred removal costs and estimated removal costs recovered in rates previously recorded as a component of accumulated depreciation:

     

     

    December 31,

     

     

    2005

     

    2004

     

     

    (In Millions)

     

     

     

     

     

    Entergy Arkansas

     

    $86.2 

     

    $34.9 

    Entergy Gulf States

     

    $17.9 

     

    $0.9 

    Entergy Louisiana

     

    ($22.8)

     

    ($34.6)

    Entergy Mississippi

     

    $40.9 

     

    $32.7 

    Entergy New Orleans

     

    $5.4 

     

    $1.3 

    System Energy

     

    $17.9 

     

    $17.1 

    The cumulative decommissioning and retirement cost liabilities and expenses recorded in 2005 by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy were as follows:

     


    Liabilities as of
    December 31, 2004

     



    Accretion

     


    Implementation
    of FIN 47

     

    Change in Cash Flow Estimate

     


    Liabilities as of
    December 31, 2005

    (In Millions)

    ANO 1 and ANO 2

    $492.7

     

    $31.3

     

    $5.3

     

    ($87.2)

     

    $442.1

    River Bend

    $152.1

     

    $13.8

     

    $9.6

     

    $- 

     

    $175.5

    Waterford 3

    $347.3

     

    $18.7

     

    $8.9

     

    ($153.6)

     

    $221.3

    Grand Gulf

    $335.9

     

    $24.4

     

    $-

     

    ($41.4)

     

    $318.9

    Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.

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

    In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected an expected life extension for the plant. The revised estimate resulted in a $166.4 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $49.6 million reduction in non-utility property, a $40.1 million reduction in the related regulatory asset, and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million ($17 million net-of-tax).

    In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

    In the third quarter of 2005, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability for ANO 2 in accordance with the receipt of approval by the NRC of Entergy Arkansas' application for a life extension for the unit. The revised estimate resulted in an $87.2 million reduction in its decommissioning liability, along with a corresponding reduction in the related regulatory asset.

    In the third quarter of 2005, System Energy recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Grand Gulf.  The revised estimate resulted in a $41.4 million reduction in the decommissioning cost liability for Grand Gulf, along with a $39.7 million reduction in utility plant and a $1.7 million reduction in the related regulatory asset.

    In December 2005, Entergy implemented FASB Interpretation 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143", (FIN 47), effective as of that date, which required the recognition of additional asset retirement obligations other than nuclear decommissioning which are conditional in nature. The obligations recognized upon implementation represent primarily Entergy's obligation to remove and dispose of asbestos at many of its non-nuclear generating units if and when those units are retired from commercial service and dismantled. For the U.S. Utility business, the implementation of FIN 47 for the rate-regulated business of the domestic utility companies was recorded as regulatory assets, with no resulting effect on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction allow the recovery in rates of the ultimate costs of asbestos removal, either through cost of service or in rate base, from current and future customers. As a result of this treatment, FIN 47 is expected to be earnings neutral to the rate-regulated business of the domestic utility companies. Upon implementation of FIN 47 in December 2005, assets and liabilities increased by $28.8 million for the U.S. Utility segment as a result of recording the asset retirement obligations at their fair values of $30.3 million as determined under FIN 47, increasing utility plant by $2.7 million, increasing accumulated depreciation by $1.8 million, and recording the related regulatory assets of $27.9 million. The implementation of FIN 47 for portions of Entergy Gulf States not subject to cost-based ratemaking decreased earnings by $0.9 million net-of-tax. If FIN 47 had been applied by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans during prior periods, the following impacts would have resulted:

     

     

    December 31,
    2004

     

    December 31,
    2003

     

     

    (in Thousands)

    Entergy Arkansas

     

     

     

     

    Asset retirement obligations actually recorded

     

    $492,745 

     

    $567,546 

    Pro forma effect of FIN 47

     

    $5,057 

     

    $4,770 

    Asset retirement obligations - pro forma

     

    $497,802 

     

    $572,316 

     

     

     

     

     

    Entergy Gulf States

     

     

     

     

    Asset retirement obligations actually recorded

     

    $152,095 

     

    $298,785 

    Pro forma effect of FIN 47

     

    $9,035 

     

    $8,524 

    Asset retirement obligations - pro forma

     

    $161,130 

     

    $307,309 

     

     

     

     

     

    Entergy Louisiana

     

     

     

     

    Asset retirement obligations actually recorded

     

    $347,255 

     

    $325,598 

    Pro forma effect of FIN 47

     

    $8,379 

     

    $7,904 

    Asset retirement obligations - pro forma

     

    $355,634 

     

    $333,502 

     

     

     

     

     

    Entergy Mississippi

     

     

     

     

    Asset retirement obligations actually recorded

     

    $- 

     

    $- 

    Pro forma effect of FIN 47

     

    $3,789 

     

    $3,575 

    Asset retirement obligations - pro forma

     

    $3,789 

     

    $3,575 

     

     

     

     

     

    Entergy New Orleans

     

     

     

     

    Asset retirement obligations actually recorded

     

    $- 

     

    $- 

    Pro forma effect of FIN 47

     

    $2,263 

     

    $2,115 

    Asset retirement obligations - pro forma

     

    $2,263 

     

    $2,115 

     

    The impact on net income for each of the above companies for each of the years ended December 31, 2005, 2004, and 2003 would have been immaterial.

    Entergy maintains decommissioning trust funds that are committed to meeting the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and asset retirement obligation-related regulatory assets of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy as of December 31, 2005 are as follows:

     

     

    Decommissioning
    Trust Fair Values

     

    Regulatory
    Assets

     

     

    (In Millions)

     

     

     

     

     

    ANO 1 & ANO 2

     

    $402.1

     

    $99.7

    River Bend

     

    $310.8

     

    Waterford 3

     

    $187.1

     

    $48.7

    Grand Gulf

     

    $236.0

     

    $99.4

    The Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. Annual assessments in 2005 were $4.5 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.7 million for Entergy Louisiana, and $1.9 million for System Energy. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. At December 31, 2005, one year of assessments was remaining. D&D fees are included in other current liabilities and other non-current liabilities and, as of December 31, 2005, recorded liabilities were $4.5 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.7 million for Entergy Louisiana, and $1.7 million for System Energy. Regulatory assets in the financial statements offset these liabilities, with the exception of Entergy Gulf States' 30% non-regulated portion. These assessments are recovered through rates in the same manner as fuel costs.

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

    In 2003 the domestic utility companies entered an agreement with CashPoint Network Services (CashPoint) under which CashPoint was to manage a network of payment agents through which Entergy's utility customers could pay their bills. The payment agent system allows customers to pay their bills at various commercial or governmental locations, rather than sending payments by mail. Approximately one-third of Entergy's utility customers use payment agents.

    On April 19, 2004, CashPoint failed to pay funds due to the domestic utility companies that had been collected through payment agents. The domestic utility companies then obtained a temporary restraining order from the Civil District Court for the Parish of Orleans, State of Louisiana, enjoining CashPoint from distributing funds belonging to Entergy, except by paying those funds to Entergy. On April 22, 2004, a petition for involuntary Chapter 7 bankruptcy was filed against CashPoint by other creditors in the United States Bankruptcy Court for the Southern District of New York. In response to these events, the domestic utility companies expanded an existing contract with another company to manage all of their payment agents. The domestic utility companies filed proofs of claim in the CashPoint bankruptcy proceeding in September 2004. Although Entergy cannot precisely determine at this time the amount that CashPoint owes to the domestic utility companies that may not be repaid, it has accrued an estimate of loss based on current information. If no cash is repaid to the domestic utility companies, an event Entergy does not believe is likely, the current estimates of maximum exposure to loss are approximately as follows:

       

    Amount

       

    (In Millions)

         
    Entergy Arkansas  

    $1.8

    Entergy Gulf States  

    $7.7

    Entergy Louisiana  

    $8.8

    Entergy Mississippi  

    $4.3

    Entergy New Orleans  

    $2.4

    Environmental Issues (Entergy Gulf States)

    Entergy Gulf States has been designated as a PRP for the cleanup of certain hazardous waste disposal sites. As of December 31, 2005, Entergy Gulf States does not expect the remaining clean-up costs to exceed its recorded liability of $1.5 million for the remaining sites at which the EPA has designated Entergy Gulf States as a PRP.

    City Franchise Ordinances (Entergy New Orleans)

    Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to franchise ordinances. These ordinances contain a continuing option for the city to purchase Entergy New Orleans' electric and gas utility properties.

    Waterford 3 Lease Obligations (Entergy Louisiana)

    On September 28, 1989, Entergy Louisiana entered into three identical transactions for the sale and leaseback of undivided interests (aggregating approximately 9.3%) in Waterford 3. In July 1997, Entergy Louisiana caused the lessors to issue $307.6 million aggregate principal amount of Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017, to refinance the outstanding bonds originally issued to finance the purchase of the undivided interests by the lessors. The lease payments were reduced to reflect the lower interest costs. Upon the occurrence of certain events, Entergy Louisiana may be obligated to pay amounts sufficient to permit the termination of the lease transactions and may be required to assume the outstanding bonds issued to finance, in part, the lessors' acquisition of the undivided interests in Waterford 3.

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

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy New Orleans, System Energy, or their affiliates, are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, and/or other protected characteristics. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and their affiliates are vigorously defending these suits and deny any liability to the plaintiffs. Nevertheless, no assurance can be given as to the outcome of these cases.

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

    Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans, and Entergy Mississippi as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Presently, there are approximately 555 lawsuits involving approximately 10,000 claims. Management believes that adequate provisions have been established to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to its financial position or results of operation.

    Grand Gulf - Related Agreements

    Capital Funds Agreement (System Energy)

    System Energy has entered into agreements with Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans whereby they are obligated to purchase their respective entitlements of capacity and energy from System Energy's 90% interest in Grand Gulf, and to make payments that, together with other available funds, are adequate to cover System Energy's operating expenses. System Energy would have to secure funds from other sources, including Entergy Corporation's obligations under the Capital Funds Agreement, to cover any shortfalls from payments received from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under these agreements.

    Unit Power Sales Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    System Energy has agreed to sell all of its 90% share of capacity and energy from Grand Gulf to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance with specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14%, Entergy Mississippi-33%, and Entergy New Orleans-17%) as ordered by FERC. Charges under this agreement are paid in consideration for the purchasing companies' respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered so long as the unit remains in commercial operation. The agreement will remain in effect until terminated by the parties and the termination is approved by FERC, most likely upon Grand Gulf's retirement from service. Monthly obligations are based on actual capacity and energy costs. The average monthly payments for 2005 under the agreement are approximately $16.5 million for Entergy Arkansas, $6.6 million for Entergy Louisiana, $13.3 million for Entergy Mississippi, and $8.1 million for Entergy New Orleans.

    Availability Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans are individually obligated to make payments or subordinated advances to System Energy in accordance with stated percentages (Entergy Arkansas-17.1%, Entergy Louisiana-26.9%, Entergy Mississippi-31.3%, and Entergy New Orleans-24.7%) in amounts that, when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of System Energy's operating expenses as defined, including an amount sufficient to amortize the cost of Grand Gulf 2 over 27 years. (See Reallocation Agreement terms below.) System Energy has assigned its rights to payments and advances to certain creditors as security for certain obligations. Since commercial operation of Grand Gulf, payments under the Unit Power Sales Agreement have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments.

    Reallocation Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas' responsibilities and obligations with respect to Grand Gulf under the Availability Agreement. FERC's decision allocating a portion of Grand Gulf capacity and energy to Entergy Arkansas supersedes the Reallocation Agreement as it relates to Grand Gulf. Responsibility for any Grand Gulf 2 amortization amounts has been individually allocated (Entergy Louisiana-26.23%, Entergy Mississippi-43.97%, and Entergy New Orleans-29.80%) under the terms of the Reallocation Agreement. However, the Reallocation Agreement does not affect Entergy Arkansas' obligation to System Energy's lenders under the assignments referred to in the preceding paragraph. Entergy Arkansas would be liable for its share of such amounts if Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet their contractual obligations. No payments of any amortization amounts will be required so long as amounts paid to System Energy under the Unit Power Sales Agreement, including other funds available to System Energy, exceed amounts required under the Availability Agreement, which is expected to be the case for the foreseeable future.

    Reimbursement Agreement (System Energy)

    In December 1988, System Energy entered into two separate, but identical, arrangements for the sale and leaseback of an approximate aggregate 11.5% ownership interest in Grand Gulf. In connection with the equity funding of the sale and leaseback arrangements, letters of credit are required to be maintained to secure certain amounts payable for the benefit of the equity investors by System Energy under the leases. The current letters of credit are effective until May 29, 2009.

    Under the provisions of the reimbursement agreement relating to the letters of credit, System Energy has agreed to a number of covenants regarding the maintenance of certain capitalization and fixed charge coverage ratios.  System Energy agreed, during the term of the reimbursement agreement, to maintain a ratio of debt to total liabilities and equity less than or equal to 70%. In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the reimbursement agreement, a ratio of adjusted net income to interest expense of at least 1.50 times earnings.  As of December 31, 2005, System Energy's debt ratio was approximately 31.2%, and its fixed charge coverage ratio for 2005 was approximately 4.0, calculated, in each case, as prescribed in the reimbursement agreement.

     

    NOTE 9. LEASES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    General

    As of December 31, 2005 the domestic utility companies had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the sale and leaseback transactions) with minimum lease payments as follows:

    Capital Leases


    Year

     

    Entergy
    Arkansas

     

    Entergy
    Mississippi

       

    (In Thousands)

             
    2006  

    $5,705

     

    $42

    2007  

    3,484

     

    11

    2008  

    1,307

     

    -

    2009  

    237

     

    -

    2010  

    237

     

    -

    Years thereafter  

    2,331

     

    -

    Minimum lease payments  

    13,301

     

    53

    Less: Amount representing interest  

    3,400

     

    3

    Present value of net minimum lease payments  

    $9,901

     

    $50

    Operating Leases


    Year

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    (In Thousands)

    2006

    $22,685

    $24,682

    $8,368

    $7,895

    $1,476

    2007

    19,978

    18,164

    7,415

    4,705

    1,273

    2008

    17,235

    10,906

    6,183

    3,979

    750

    2009

    10,126

    9,988

    5,034

    3,352

    480

    2010

    9,244

    9,378

    3,749

    2,839

    269

    Years thereafter

    50,553

    109,517

    9,202

    9,298

    271

    Minimum lease payments

    $129,821

    $182,635

    $39,951

    $32,068

    $4,519

    Rental Expenses


    Year

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Millions)

    2005

    $15.3

    $23.1

    $9.8

    $2.8

    $1.5

    $1.3

    2004

    $17.4

    $24.4

    $11.9

    $3.4

    $1.9

    $2.0

    2003

    $19.4

    $26.5

    $13.8

    $5.4

    $2.5

    $2.0

    In addition to the above rental expense, railcar operating lease payments and oil tank facilities lease payments are recorded in fuel expense in accordance with regulatory treatment. Railcar operating lease payments were $6.6 million in 2005, $9.3 million in 2004, and $6.8 million in 2003 for Entergy Arkansas and $1.9 million in 2005, $2.0 million in 2004, and $1.8 million in 2003 for Entergy Gulf States. Oil tank facilities lease payments for Entergy Mississippi were $3.5 million in 2005, $3.2 million for 2004, and $3.1 million for 2003.

    Nuclear Fuel Leases

    As of December 31, 2005, arrangements to lease nuclear fuel existed in an aggregate amount up to $150 million for Entergy Arkansas, $105 million for Entergy Gulf States, $80 million for Entergy Louisiana, and $110 million for System Energy. As of December 31, 2005, the unrecovered cost base of nuclear fuel leases amounted to approximately $92.2 million for Entergy Arkansas, $55.2 million for Entergy Gulf States, $58.5 million for Entergy Louisiana, and $87.5 million for System Energy. The lessors finance the acquisition and ownership of nuclear fuel through loans made under revolving credit agreements, the issuance of commercial paper, and the issuance of intermediate-term notes. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have a termination date of October 30, 2006. The termination dates may be extended from time to time with the consent of the lenders. The intermediate-term notes issued pursuant to these fuel lease arrangements have varying maturities through February 15, 2009. It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. However, if such additional financing cannot be arranged, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations in accordance with the fuel lease.

    Lease payments are based on nuclear fuel use. The table below represents the total nuclear fuel lease payments (principal and interest) as well as the separate interest component charged to operations in 2005, 2004, and 2003:

    2005

    2004

    2003

    Lease
    Payments


    Interest

    Lease
    Payments


    Interest

    Lease
    Payments


    Interest

    (In Millions)

    Entergy Arkansas

    $47.5

    $3.9

    $53.0

    $4.3

    $49.9

    $3.3

    Entergy Gulf States

    27.2

    3.5

    29.7

    3.2

    27.8

    3.0

    Entergy Louisiana

    30.9

    2.6

    36.1

    2.5

    32.3

    2.4

    System Energy

    30.2

    2.9

    27.8

    2.8

    32.0

    3.1

    Total

    $135.8

    $12.9

    $146.6

    $12.8

    $142.0

    $11.8

    Sale and Leaseback Transactions

    Waterford 3 Lease Obligations (Entergy Louisiana)

    In 1989, Entergy Louisiana sold and leased back 9.3% of its interest in Waterford 3 for the aggregate sum of $353.6 million. The lease has an approximate term of 28 years. The lessors financed the sale-leaseback through the issuance of Waterford 3 Secured Lease Obligation Bonds. The lease payments made by Entergy Louisiana are sufficient to service the debt.

    In 1994, Entergy Louisiana did not exercise its option to repurchase the 9.3% interest in Waterford 3. As a result, Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the lease.

    In 1997, the lessors refinanced the outstanding bonds used to finance the purchase of Waterford 3 at lower interest rates, which reduced the annual lease payments.

    Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse "Financial Events." "Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis.

    As of December 31, 2005, Entergy Louisiana's total equity capital (including preferred stock) was 49.51% of adjusted capitalization and its fixed charge coverage ratio for 2005 was 3.69.

    As of December 31, 2005, Entergy Louisiana had future minimum lease payments (reflecting an overall implicit rate of 7.45%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows:

     

     

    Amount

     

     

    (In Thousands)

     

     

     

    2006

     

    $18,261

    2007

     

    18,754

    2008

     

    22,606

    2009

     

    32,452

    2010

     

    35,138

    Years thereafter

     

    298,924

    Total

     

    426,135

    Less: Amount representing interest

     

    178,410

    Present value of net minimum lease payments

     

    $247,725

    Grand Gulf Lease Obligations (System Energy)

    In December 1988, System Energy sold 11.5% of its undivided ownership interest in Grand Gulf for the aggregate sum of $500 million. Subsequently, System Energy leased back its interest in the unit for a term of 26 1/2 years. System Energy has the option of terminating the lease and repurchasing the 11.5% interest in the unit at certain intervals during the lease. Furthermore, at the end of the lease term, System Energy has the option of renewing the lease or repurchasing the 11.5% interest in Grand Gulf.

    In May 2004 System Energy caused the Grand Gulf lessors to refinance the outstanding bonds that they had issued to finance the purchase of their undivided interest in Grand Gulf. The refinancing is at a lower interest rate, and System Energy's lease payments have been reduced to reflect the lower interest costs.

    System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance at the end of the lease term. The amount of this net regulatory asset was $64.8 million and $75.4 million as of December 31, 2005 and 2004, respectively.

    As of December 31, 2005, System Energy had future minimum lease payments (reflecting an implicit rate of 5.02%), which are recorded as long-term debt as follows:

     

     

    Amount

     

     

    (In Thousands)

     

     

     

    2006

     

    $46,019

    2007

     

    46,552

    2008

     

    47,128

    2009

     

    47,760

    2010

     

    48,569

    Years thereafter

     

    253,833

    Total

     

    489,861

    Less: Amount representing interest

     

    125,055

    Present value of net minimum lease payments

     

    $364,806

     

    NOTE 10. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Qualified Pension Plans

    Entergy's domestic utility companies and System Energy participate in two of Entergy's qualified pension plans: "Entergy Corporation Retirement Plan for Non-Bargaining Employees" and "Entergy Corporation Retirement Plan for Bargaining Employees." Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. As of December 31, 2005 and 2004, Entergy's domestic utility companies and System Energy recognized an additional minimum pension liability for the excess of the accumulated benefit obligation over the fair market value of plan assets. In accordance with SFAS 87, an offsetting intangible asset, up to the amount of any unrecognized prior service cost, was also recorded, with the remaining offset to the liability recorded as a regulatory asset, reflective of the recovery mechanism for pension costs in the domestic utility companies' jurisdictions. Entergy's domestic utility companies' and System Energy's pension costs are recovered from customers as a component of cost of service in each of its jurisdictions. Entergy uses a December 31 measurement date for its pension plans.

    Components of Qualified Net Pension Cost

    Total 2005, 2004, and 2003 qualified pension cost of the domestic utility companies and System Energy, including amounts capitalized, included the following components:


    2005

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Service cost - benefits earned
    during the period

     


    $12,893 

     


    $10,646 

     


    $7,712 

     


    $3,902 

     


    $1,799 

     


    $3,621 

    Interest cost on projected
    benefit obligation

     


    38,132 

     


    30,193 

     


    23,307 

     


    12,620 

     


    4,876 

     


    5,701 

    Expected return on assets

     

    (35,835)

     

    (39,424)

     

    (26,681)

     

    (14,292)

     

    (3,407)

     

    (5,554)

    Amortization of transition asset

     

    -  

     

     

    -  

     

     

     

    (277)

    Amortization of prior service cost

     

    1,662 

     

    1,234 

     

    562 

     

    513 

     

    225 

     

    50 

    Recognized net loss

     

    7,885 

     

    1,646 

     

    4,687 

     

    2,249 

     

    1,805 

     

    877 

    Net pension cost

     

    $24,737 

     

    $4,295 

     

    $9,587 

     

    $4,992 

     

    $5,298 

     

    $4,418 


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Service cost - benefits earned
    during the period

     


    $11,941 

     


    $9,693 

     


    $7,009 

     


    $3,615 

     


    $1,569 

     


    $3,386 

    Interest cost on projected
    benefit obligation

     


    35,846 

     


    28,471 

     


    21,790 

     


    11,915 

     


    4,465 

     


    5,189 

    Expected return on assets

     

    (36,913)

     

    (39,682)

     

    (27,510)

     

    (14,716)

     

    (2,568)

     

    (4,556)

    Amortization of transition asset

     

    -  

     

    -  

     

    -  

     

    -  

     

    -  

     

    (319)

    Amortization of prior service cost

     

    1,662 

     

    1,511 

     

    650 

     

    513 

     

    226 

     

    67 

    Recognized net loss

     

    3,952 

     

    405 

     

    1,344 

     

    794 

     

    898 

     

    788 

    Net pension cost

     

    $16,488 

     

    $398 

     

    $3,283 

     

    $2,121 

     

    $4,590 

     

    $4,555 


    2003

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Service cost - benefits earned
    during the period

     


    $11,156 

     


    $8,788 

     


    $6,369 

     


    $3,411 

     


    $1,539 

     


    $3,142 

    Interest cost on projected
    benefit obligation

     


    33,009 

     


    27,708 

     


    20,028 

     


    11,339 

     


    3,958 

     


    4,200 

    Expected return on assets

     

    (38,712)

     

    (41,784)

     

    (28,919)

     

    (15,434)

     

    (2,616)

     

    (3,944)

    Amortization of transition asset

     

    -  

     

    -  

     

    -  

     

    -  

     

     

    (319)

    Amortization of prior service cost

     

    1,737 

     

    1,931 

     

    789 

     

    584 

     

    236 

     

    73 

    Recognized net loss

     

    256 

     

    150 

     

    -  

     

    83 

     

     

    27 

    Curtailment loss

     

    5,305 

     

    2,133 

     

    2,748 

     

    1,065 

     

    129 

     

    944 

    Special termination benefits

     

    5,543 

     

    2,857 

     

    2,619 

     

    811 

     

    367 

     

    1,720 

    Net pension cost  

    $18,294 

     

    $1,783 

     

    $3,634 

     

    $1,859 

     

    $3,613 

     

    $5,843 

     

    Qualified Pension Obligations, Plan Assets, Funded Status, and Amounts Not yet Recognized and Recognized in the Balance Sheet as of December 31, 2005 and 2004


    2005

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in Projected Benefit
    Obligation (PBO)
    Balance at 12/31/04

    $624,816 

    $496,210 

    $379,102 

    $206,143 

    $78,350 

    $94,999 

    Service cost

    12,893 

    10,646 

    7,712 

    3,902 

    1,799 

    3,621 

    Interest cost

    38,132 

    30,193 

    23,307 

    12,620 

    4,876 

    5,701 

    Actuarial loss

    50,160 

    41,500 

    33,829 

    17,441 

    7,457 

    7,336 

    Benefits paid

    (35,876)

    (28,035)

    (22,497)

    (13,097)

    (3,733)

    (1,929)

    Balance at 12/31/05

    $690,125 

    $550,514 

    $421,453 

    $227,009 

    $88,749 

    $109,728 

    Change in Plan Assets
    Fair value of assets at 12/31/04

    $433,256 

    $463,539 

    $329,404 

    $175,278 

    $30,813 

    $56,000 

    Actual return on plan assets

    29,944 

    33,219 

    24,024 

    12,149 

    3,200 

    5,406 

    Employer contributions

    4,003 

    14,818 

    1,025 

    14,404 

    7,694 

    Benefits paid

    (35,876)

    (28,035)

    (22,497)

    (13,097)

    (3,733)

    (1,929)

    Fair value of assets at 12/31/05

    $431,327 

    $483,541 

    $330,931 

    $175,355 

    $44,684 

    $67,171 

    Funded status

    ($258,798)

    ($66,973)

    ($90,522)

    ($51,654)

    ($44,065)

    ($42,557)

    Amounts not yet recognized
    in the balance sheet
    Unrecognized prior service cost

    6,515 

    4,703 

    3,200 

    2,179 

    1,038 

    235 

    Unrecognized net loss

    181,987 

    84,689 

    107,760 

    54,160 

    32,216 

    26,906 

    Prepaid/(accrued) pension cost
    recognized in the balance sheet

    ($70,296)

    $22,419 

    $20,438 

    $4,685 

    ($10,811)

    ($15,416)

    Amounts recognized in
    the balance sheet
    Prepaid/(accrued) pension liability

    ($70,296)

    $22,419 

    $20,438 

    $4,685 

    ($10,811)

    ($15,416)

    Additional minimum pension liability

    (145,634)

    (16,352)

    (75,271)

    (42,919)

    (24,335)

    (12,432)

    Intangible asset

    7,595 

    3,245 

    3,200 

    2,427 

    1,038 

    366 

    Accumulated other comprehensive income (before taxes)

    1,908 

    Regulatory asset

    138,039 

    11,199 

    72,071 

    40,492 

    23,297 

    12,066 

    Net amount recognized

    ($70,296)

    $22,419 

    $20,438 

    $4,685 

    ($10,811)

    ($15,416)


    2004

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in Projected Benefit
    Obligation (PBO)
    Balance at 12/31/03

    $565,004 

    $467,707 

    $340,212 

    $190,184 

    $67,866 

    $79,033 

    Service cost

    11,941 

    9,693 

    7,009 

    3,615 

    1,569 

    3,386 

    Interest cost

    35,846 

    28,471 

    21,790 

    11,915 

    4,465 

    5,189 

    Actuarial loss

    46,590 

    17,687 

    32,309 

    13,200 

    8,169 

    9,175 

    Benefits paid

    (34,565)

    (27,348)

    (22,218)

    (12,771)

    (3,719)

    (1,784)

    Balance at 12/31/04

    $624,816 

    $496,210 

    $379,102 

    $206,143 

    $78,350 

    $94,999 

    Change in Plan Assets
    Fair value of assets at 12/31/03

    $423,214 

    $448,490 

    $316,669 

    $169,958 

    $29,565 

    $45,375 

    Actual return on plan assets

    39,265 

    42,380 

    31,046 

    16,268 

    2,849 

    8,667 

    Employer contributions

    5,342 

    17 

    3,907 

    1,823 

    2,118 

    3,742 

    Benefits paid

    (34,565)

    (27,348)

    (22,218)

    (12,771)

    (3,719)

    (1,784)

    Fair value of assets at 12/31/04

    $433,256 

    $463,539 

    $329,404 

    $175,278 

    $30,813 

    $56,000 

    Funded status

    ($191,560)

    ($32,671)

    ($49,698)

    ($30,865)

    ($47,537)

    ($38,999)

    Amounts not yet recognized
    in the balance sheet
    Unrecognized transition asset

    (277)

    Unrecognized prior service cost

    8,177 

    5,938 

    3,762 

    2,692 

    1,263 

    286 

    Unrecognized net loss

    133,821 

    38,628 

    75,962 

    36,825 

    26,357 

    20,298 

    Prepaid/(accrued) pension cost
    recognized in the balance sheet

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)

    Amounts recognized in
    the balance sheet
    Prepaid/(accrued) pension liability

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)

    Additional minimum pension liability

    (81,161)

    (38,871)

    (23,492)

    (16,928)

    (7,678)

    Intangible asset

    10,313 

    4,759 

    3,308 

    1,698 

    247 

    Regulatory asset

    70,848 

    34,112 

    20,184 

    15,230 

    7,431 

    Net amount recognized

    ($49,562)

    $11,895 

    $30,026 

    $8,652 

    ($19,917)

    ($18,692)

    Other Postretirement Benefits

    The domestic utility companies and System Energy also currently provide health care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while still working for Entergy. Entergy uses a December 31 measurement date for its postretirement benefit plans.

    Effective January 1, 1993, Entergy adopted SFAS 106, which required a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million for Entergy (other than Entergy Gulf States) and $128 million for Entergy Gulf States. Such obligations are being amortized over a 20-year period that began in 1993.

    Entergy Arkansas, the portion of Entergy Gulf States regulated by the PUCT, Entergy Mississippi, and Entergy New Orleans have received regulatory approval to recover SFAS 106 costs through rates. Entergy Arkansas began recovery in 1998, pursuant to an APSC order. This order also allowed Entergy Arkansas to amortize a regulatory asset (representing the difference between SFAS 106 costs and cash expenditures for other postretirement benefits incurred for a five-year period that began January 1, 1993) over a 15-year period that began in January 1998.

    The LPSC ordered the portion of Entergy Gulf States regulated by the LPSC and Entergy Louisiana to continue the use of the pay-as-you-go method for ratemaking purposes for postretirement benefits other than pensions. However, the LPSC retains the flexibility to examine individual companies' accounting for postretirement benefits to determine if special exceptions to this order are warranted.

    Pursuant to regulatory directives, Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, the portion of Entergy Gulf States regulated by the PUCT, and System Energy fund postretirement benefit obligations collected in rates. System Energy is funding, on behalf of Entergy Operations, postretirement benefits associated with Grand Gulf. Entergy Louisiana and Entergy Gulf States continue to recover a portion of these benefits regulated by the LPSC and FERC on a pay-as-you-go basis.

    Components of Net Other Postretirement Benefit Cost

    Total 2005, 2004, and 2003 other postretirement benefit costs of the domestic utility companies and System Energy, including amounts capitalized and deferred, included the following components:


    2005

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

     

    (In Thousands)

    Service cost - benefits earned
    during the period

     


    $4,648 

     


    $5,300 

     


    $2,958 

     


    $1,463 

     


    $805 

     


    $1,724 

     

    Interest cost on APBO

     

    10,555 

     

    10,476 

     

    6,872 

     

    3,502 

     

    3,255 

     

    1,566 

     

    Expected return on assets

     

    (6,523) 

     

    (5,271) 

     

     

    (2,676) 

     

    (2,314) 

     

    (1,552) 

     

    Amortization of transition
    obligation

     


    821 

     


    1,797 

     


    382 

     


    351 

     


    1,662 

     


    15 

     

    Amortization of prior service cost

     

    (1,630)

     

     

    (97)

     

    (546)

     

    38 

     

    (672) 

     

    Recognized net loss

     

    5,806 

     

    2,854 

     

    3,065 

     

    2,287 

     

    1,095 

     

    626 

     

    Net other postretirement benefit
      cost

     


    $13,677 

     


    $15,156 

     


    $13,180 

     


    $4,381 

     


    $4,541 

     


    $1,707 

     


    2004

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

     

    (In Thousands)

    Service cost - benefits earned
    during the period

     


    $3,860 

     


    $5,328 

     


    $2,371 

     


    $1,213 

     


    $662 

     


    $1,389 

     

    Interest cost on APBO

     

    10,075 

     

    11,050 

     

    6,641 

     

    3,222 

     

    3,204 

     

    1,430 

     

    Expected return on assets

     

    (6,210) 

     

    (4,995) 

     

     

    (2,554) 

     

    (2,263) 

     

    (1,362) 

     

    Amortization of transition
    obligation

     


    1,068 

     


    4,589 

     


    1,202 

     


    431 

     


    2,121 

     


    15 

     

    Amortization of prior service cost

     

    27 

     

     

    98 

     

    16 

     

    38 

     

    (361) 

     

    Recognized net loss

     

    3,937 

     

    1,620 

     

    2,003 

     

    1,503 

     

    522 

     

    358 

     

    Net other postretirement benefit
      cost

     


    $12,757 

     


    $17,592 

     


    $12,315 

     


    $3,831 

     


    $4,284 

     


    $1,469 

     


    2003

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Service cost - benefits earned
    during the period

     


    $6,560 

     


    $5,701 

     


    $3,322 

     


    $1,866 

     


    $948 

     


    $1,553 

     

    Interest cost on APBO

     

    10,637 

     

    11,314 

     

    6,780 

     

    3,459 

     

    3,436 

     

    1,352 

     

    Expected return on assets

     

    (4,859)

     

    (4,349)

     

     

    (2,186)

     

    (2,010)

     

    (1,088)

     

    Amortization of transition
    obligation

     


    3,327 

     


    5,307 

     


    2,238 

     


    1,301 

     


    2,449 

     


    135 

     

    Amortization of prior service cost

     

    143 

     

    163 

     

    82 

     

    51 

     

    52 

     

    (140)

     

    Recognized net loss

     

    3,497 

     

    1,575 

     

    1,496 

     

    1,160 

     

    475 

     

    350 

     

    Curtailment loss

     

    9,276 

     

    6,301 

     

    5,041 

     

    1,259 

     

    996 

     

    2,524 

     

    Special termination benefits

     

    794 

     

    512 

     

    452 

     

    73 

     

    28 

     

    284 

     

    Net other postretirement benefit
      cost

     


    $29,375 

     


    $26,524 

     


    $19,411 

     


    $6,983 

     


    $6,374 

     


    $4,970 

     

     

     

    Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2005 and 2004:


    2005

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in APBO
    Balance at 12/31/04

    $179,358 

    $201,264 

    $115,796 

    $57,578 

    $54,849 

    $26,902 

    Service cost

    4,648 

    5,300 

    2,958 

    1,463 

    805 

    1,724 

    Interest cost

    10,555 

    10,476 

    6,872 

    3,502 

    3,255 

    1,566 

    Actuarial loss

    24,691 

    11,390 

    14,273 

    10,433 

    6,425 

    3,110 

    Benefits paid

    (15,882)

    (13,301)

    (9,888)

    (5,330)

    (5,193)

    (1,182)

    Plan amendments

    (5,629)

    (24,291)

    (1,013)

    (2,177)

    (637)

    (3,942)

    Plan participant contributions

    1,611 

    1,451 

    1,039 

    585 

    711 

    64 

    Balance at 12/31/05

    $199,352 

    $192,289 

    $130,037 

    $66,054 

    $60,215 

    $28,242 

    Change in Plan Assets
    Fair value of assets at 12/31/04

    $76,991 

    $66,825 

    $- 

    $32,071 

    $35,247 

    $21,308 

    Actual return on plan assets

    4,449 

    3,564 

    1,756 

    1,513 

    973 

    Employer contributions

    18,195 

    14,331 

    8,849 

    4,787 

    4,739 

    1,671 

    Plan participant contributions

    1,611 

    1,451 

    1,039 

    585 

    711 

    64 

    Benefits paid

    (15,882)

    (13,301)

    (9,888)

    (5,330)

    (5,193)

    (1,182)

    Fair value of assets at 12/31/05

    $85,364 

    $72,870 

    $- 

    $33,869 

    $37,017 

    $22,834 

    Funded status

    ($113,988)

    ($119,419)

    ($130,037)

    ($32,185)

    ($23,198)

    ($5,408)

    Amounts not yet recognized
    in the balance sheet
    Unrecognized transition obligation

    5,746 

    4,222 

    2,675 

    2,459 

    11,630 

    60 

    Unrecognized prior service cost

    (8,012)

    (2,646)

    380 

    (6,031)

    Unrecognized net loss

    100,144 

    67,332 

    55,932 

    37,495 

    21,751 

    12,763 

    Prepaid/(accrued) postretirement
    benefit cost recognized in the
    balance sheet



    ($16,110)



    ($47,865)



    ($71,427)



    $5,123



    $10,563 



    $1,384 


    2004

    Entergy
    Arkansas

    Entergy
    Gulf States

    Entergy
    Louisiana

    Entergy
    Mississippi

    Entergy
    New Orleans

    System
    Energy

    (In Thousands)

    Change in APBO
    Balance at 12/31/03

    $187,259 

    $194,205 

    $112,675 

    $57,786 

    $55,062 

    $25,466 

    Service cost

    3,860 

    5,328 

    2,371 

    1,213 

    662 

    1,389 

    Interest cost

    10,075 

    11,050 

    6,641 

    3,222 

    3,204 

    1,430 

    Actuarial loss

    10,714 

    9,086 

    8,175 

    6,787 

    3,624 

    1,441 

    Benefits paid

    (15,964)

    (13,832)

    (9,843)

    (5,307)

    (5,967)

    (1,719)

    Plan amendments (a)

    (18,279)

    (6,406)

    (5,546)

    (6,894)

    (2,582)

    (1,125)

    Plan participant contributions

    1,693 

    1,833 

    1,323 

    771 

    846 

    20 

    Balance at 12/31/04

    $179,358 

    $201,264 

    $115,796 

    $57,578 

    $54,849 

    $26,902 

    Change in Plan Assets
    Fair value of assets at 12/31/03

    $68,876 

    $59,511 

    $- 

    $28,932 

    $33,158 

    $16,821 

    Actual return on plan assets

    5,657 

    4,773 

    2,154 

    2,340 

    1,495 

    Employer contributions

    16,729 

    14,540 

    8,520 

    5,521 

    4,870 

    4,691 

    Plan participant contributions

    1,693 

    1,833 

    1,323 

    771 

    846 

    20 

    Benefits paid

    (15,964)

    (13,832)

    (9,843)

    (5,307)

    (5,967)

    (1,719)

    Fair value of assets at 12/31/04

    $76,991 

    $66,825 

    $- 

    $32,071 

    $35,247 

    $21,308 

    Funded status

    ($102,367)

    ($134,439)

    ($115,796)

    ($25,507)

    ($19,602)

    ($5,594)

    Amounts not yet recognized
    in the balance sheet
    Unrecognized transition obligation

    6,567 

    30,310 

    3,057 

    2,810 

    13,929 

    119 

    Unrecognized prior service cost

    (4,013)

    919 

    (1,015)

    418 

    (2,805)

    Unrecognized net loss

    79,185 

    57,089 

    44,723 

    28,429 

    15,620 

    9,699 

    Prepaid/(accrued) postretirement
    benefit cost recognized in the
    balance sheet



    ($20,628)



    ($47,040)



    ($67,097)



    $4,717



    $10,365 



    $1,419 

    (a)

    Reflects plan design changes, including a change in participation assumption for certain bargaining employees at Entergy Arkansas and Entergy Mississippi, effective January 1, 2004.

    Qualified Pension and Other Postretirement Plans' Assets

    Entergy's qualified pension and postretirement plans weighted-average asset allocations by asset category at December 31, 2005 and 2004 are as follows:

     

    Pension

     

    Postretirement

     

    2005

     

    2004

     

    2005

     

    2004

     

     

     

     

     

     

     

     

    Domestic Equity Securities

    45%

     

    46%

     

    37%

     

    38%

    International Equity Securities

    21%

     

    21%

     

    15%

     

    14%

    Fixed-Income Securities

    32%

     

    31%

     

    47%

     

    47%

    Other

    2%

     

    2%

     

    1%

     

    1%

    Entergy's trust asset investment strategy is to invest the assets in a manner whereby long-term earnings on the assets (plus cash contributions) provide adequate funding for retiree benefit payments. The mix of assets is based on an optimization study that identifies asset allocation targets in order to achieve the maximum return for an acceptable level of risk, while minimizing the expected contributions and pension and postretirement expense.

    In the optimization study, Entergy formulates assumptions (or hires a consultant to provide such analysis) about characteristics, such as expected asset class investment returns, volatility (risk), and correlation coefficients among the various asset classes. The future market assumptions used in the optimization study are determined by examining historical market characteristics of the various asset classes, and making adjustments to reflect future conditions expected to prevail over the study period.

    The optimization analysis utilized in Entergy's latest study produced the following approved asset class target allocations.

     

    Pension

     

    Postretirement

     

     

     

     

    Domestic Equity Securities

    45%

     

    37%

    International Equity Securities

    20%

     

    14%

    Fixed-Income Securities

    31%

     

    49%

    Other (Cash and GACs)

    4%

     

    0%

    These allocation percentages combined with each asset class' expected investment return produced an aggregate return expectation for the five years following the study of 7.6% for pension assets, 5.4% for taxable postretirement assets, and 7.2% for non-taxable postretirement assets. These returns are not inconsistent with Entergy's disclosed expected pre-tax return on assets of 8.50% over the life of the respective liabilities.

    Since precise allocation targets are inefficient to manage security investments, the following ranges were established to produce an acceptable economically efficient plan to manage to targets:

     

    Pension

     

    Postretirement

     

     

     

     

    Domestic Equity Securities

    45% to 55%

     

    32% to 42%

    International Equity Securities

    15% to 25%

     

    9% to 19%

    Fixed-Income Securities

    25% to 35%

     

    44% to 54%

    Other

     0% to 10%

     

     0% to 5%

    Accumulated Pension Benefit Obligation

    The qualified pension accumulated benefit obligation for the domestic utility companies and System Entergy as of December 31, 2005 and 2004 was:

     

     

    December 31,

     

     

    2005

     

    2004

     

     

    (In Thousands)

     

     

     

     

     

    Entergy Arkansas

     

    $629,791

     

    $558,283

    Entergy Gulf States

     

    $501,026

     

    $449,986

    Entergy Louisiana

     

    $385,763

     

    $341,681

    Entergy Mississippi

     

    $209,638

     

    $189,119

    Entergy New Orleans

     

    $79,831

     

    $69,202

    System Energy

     

    $92,883

     

    $79,641

     

    Estimated Future Benefit Payments

    Based upon the assumptions used to measure the company's qualified pension and postretirement benefit obligation at December 31, 2005, and including pension and postretirement benefits attributable to estimated future employee service, Entergy expects that benefits to be paid over the next ten years and the Medicare Part D subsidies to be received will be as follows:

     

    Estimated Future
    Qualified Pension Benefits
    Payments

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Year(s)

     

     

     

     

     

     

     

     

     

     

     

     

    2006

     

    $35,826

     

    $27,916

     

    $22,362

     

    $13,068

     

    $3,710

     

    $1,926

    2007

     

    $36,472

     

    $28,226

     

    $22,512

     

    $13,277

     

    $3,735

     

    $1,959

    2008

     

    $37,397

     

    $28,757

     

    $22,842

     

    $13,588

     

    $3,790

     

    $2,006

    2009

     

    $38,698

     

    $29,535

     

    $23,346

     

    $14,030

     

    $3,873

     

    $2,074

    2010

     

    $40,518

     

    $30,621

     

    $24,048

     

    $14,648

     

    $3,990

     

    $2,168

    2011 - 2015

     

    $249,558

     

    $182,418

     

    $140,036

     

    $89,367

     

    $23,236

     

    $13,294

    Estimated Future
    Other Postretirement
    Benefits Payments

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Year(s)

     

     

     

     

     

     

     

     

     

     

     

     

    2006

     

    $14,389

     

    $13,220

     

    $9,112

     

    $4,568

     

    $4,944

     

    $1,398

    2007

     

    $15,291

     

    $14,151

     

    $9,658

     

    $4,883

     

    $5,218

     

    $1,514

    2008

     

    $15,856

     

    $14,759

     

    $10,049

     

    $5,111

     

    $5,411

     

    $1,594

    2009

     

    $16,337

     

    $15,153

     

    $10,310

     

    $5,259

     

    $5,562

     

    $1,699

    2010

     

    $16,794

     

    $15,444

     

    $10,565

     

    $5,472

     

    $5,654

     

    $1,870

    2011 - 2015

     

    $85,513

     

    $81,011

     

    $54,627

     

    $29,405

     

    $27,895

     

    $11,227

    Estimated Future
    Medicare Part D Subsidies

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    Year(s)

     

     

     

     

     

     

     

     

     

     

     

     

    2006

     

    $1,257

     

    $1,160

     

    $739

     

    $501

     

    $589

     

    $53

    2007

     

    $1,434

     

    $1,320

     

    $847

     

    $564

     

    $647

     

    $70

    2008

     

    $1,605

     

    $1,470

     

    $945

     

    $625

     

    $692

     

    $91

    2009

     

    $1,745

     

    $1,604

     

    $1,031

     

    $682

     

    $721

     

    $109

    2010

     

    $1,864

     

    $1,719

     

    $1,105

     

    $722

     

    $738

     

    $122

    2011 - 2015

     

    $11,653

     

    $10,536

     

    $6,816

     

    $4,310

     

    $3,953

     

    $1,064

    Contributions

    The domestic utility companies and System Energy expect to contribute the following to the pension and other postretirement plans in 2006:

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

     

     

     

     

     

     

     

     

     

     

     

     

     

    2005 Pension Contributions delayed until 2006

     



    $10,124

     



    $8,162

     



    $-

     



    $2,197

     



    $-

     



    $5,025

    2006 Expected Pension Contributions

     


    $104,420

     


    $13,940

     


    $54,048

     


    $14,160

     


    $-

     


    $8,012

    Total Projected 2006 Pension Contributions

     


    $114,544

     


    $22,102

     


    $54,048

     


    $16,357

     


    $-

     


    $13,037

     

     

     

     

     

     

     

     

     

     

     

     

     

    Other Postretirement
    Contributions

     


    $17,803

     


    $14,016

     


    $8,373

     


    $4,995

     


    $5,187

     


    $1,231

    Additional Information

    The change in the qualified pension plans' minimum pension liability had no effect on other comprehensive income at the domestic utility companies and System Energy in 2004. Accumulated other comprehensive income increased by $1.9 million at Entergy Gulf States in 2005. The change in the minimum pension liability included in regulatory assets at each of the domestic utility companies and System Energy was as follows for 2005 and 2004:


     

    Entergy Arkansas

     

    Entergy Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

       

    (In Thousands)

                             
    2005  

    $67,191

     

    $11,199

     

    $37,959 

     

    $20,308 

     

    $8,067

     

    $4,635

    2004  

    $29,191

     

    $-

     

    $34,112 

     

    $13,820 

     

    $4,865

     

    $370

    Actuarial Assumptions

    The assumed health care cost trend rate used in measuring the APBO of the domestic utility companies and System Energy was 12% for 2006, gradually decreasing each successive year until it reaches 4.5% in 2012 and beyond. The assumed health care cost trend rate used in measuring the Net Other Postretirement Benefit Cost of the domestic utility companies and System Energy was 10% for 2005, gradually decreasing each successive year until it reaches 4.5% in 2011 and beyond. A one percentage point change in the assumed health care cost trend rate for 2005 would have the following effects:

     

     

    1 Percentage Point Increase

     

    1 Percentage Point Decrease

    2005

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

     



    Impact on the
    APBO

     

    Impact on the
    sum of service
    costs and
    interest cost

     

     

    Increase (Decrease)
    (In Thousands)

     

     

     

     

     

     

     

     

     

    Entergy Arkansas

     

    $16,650

     

    $1,727

     

    ($15,366)

     

    ($1,534)

    Entergy Gulf States

     

    $18,808

     

    $2,141

     

    ($17,132)

     

    ($1,861)

    Entergy Louisiana

     

    $11,152

     

    $1,148

     

    ($10,271)

     

    ($1,016)

    Entergy Mississippi

     

    $5,490

     

    $545

     

    ($5,069)

     

    ($486)

    Entergy New Orleans

     

    $4,389

     

    $392

     

    ($4,091)

     

    ($352)

    System Energy

     

    $3,309

     

    $531

     

    ($2,962)

     

    ($454)

    The significant actuarial assumptions used in determining the pension PBO and the SFAS 106 APBO as of December 31, 2005, 2004, and 2003 were as follows:

    2005

     

    2004

     

    2003

    Weighted-average discount rate:

     

     

     

     

     

      Pension

    5.90%

     

    6.00%

     

    6.25%

      Other postretirement

    5.90%

     

    6.00%

     

    6.71%

    Weighted-average rate of increase
    in future compensation levels


    3.25%

     


    3.25%

     


    3.25%

    he significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2005, 2004, and 2003 were as follows:

    2005

     

    2004

     

    2003

     

     

     

     

     

     

    Weighted-average discount rate
      Pension

    6.00%

     

    6.25%

     

    6.75%

      Other postretirement

    6.00%

    6.71%

    6.75%

    Weighted-average rate of increase
      in future compensation levels


    3.25%

     


    3.25%

     


    3.25%

    Expected long-term rate of
      return on plan assets:

     

     

     

     

     

        Taxable assets

    5.50%

     

    5.50%

     

    5.50%

        Non-taxable assets

    8.50%

     

    8.75%

     

    8.75%

    The domestic utility companies' and System Energy's remaining pension transition assets are being amortized over the greater of the remaining service period of active participants or 15 years which ended in 2005, and their SFAS 106 transition obligations are being amortized over 20 years ending in 2012.

    Voluntary Severance Program

    In the second half of 2003, the domestic utility companies and System Energy offered a voluntary severance program to certain groups of employees. As a result of this program, in the fourth quarter 2003 the domestic utility companies and System Energy recorded additional pension and postretirement costs (including amounts capitalized) of $53.9 million for special termination benefits and plan curtailment charges. These amounts are included in the net pension cost and net postretirement benefit cost for the year ended December 31, 2003.

    Medicare Prescription Drug, Improvement and Modernization Act of 2003

    In December 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 into law. The Act introduces a prescription drug benefit under Medicare (Part D), starting in 2006, as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D.

    The actuarially estimated effect of future Medicare subsidies was as follows:

     

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

     

    System

     

     

    Arkansas

     

    Gulf States

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Energy

     

     

    Increase (Decrease)
    In Thousands

     

     

     

     

     

     

     

     

     

     

     

     

     

    Impact on 12/31/2005 APBO

     

    ($42,337)

     

    ($36,740)

     

    ($23,640)

     

    ($14,407)

     

    ($11,206)

     

    ($5,972)

    Impact on 12/31/2004 APBO

     

    ($35,928)

     

    ($31,846)

     

    ($20,085)

     

    ($12,227)

     

    ($9,742)

     

    ($4,982)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Impact on 2005 other
      postretirement benefit cost

     


    ($5,443)

     


    ($4,747)

     


    ($3,040)

     


    ($1,790)

     


    ($1,334)

     


    ($938)

    Impact on 2004 other
      postretirement benefit cost

     


    ($4,999)

     


    ($4,405)

     


    ($2,752)

     


    ($1,657)

     


    ($1,248)

     


    ($815)

    Non-Qualified Pension Plans

    Entergy's domestic utility companies participate in Entergy's non-qualified, non-contributory defined benefit pension plans that provide benefits to certain executives. There are $0.4 million in plan assets for a pre-merger Entergy Gulf States plan. The net periodic pension cost for the non-qualified plans for 2005, 2004 and 2003 was as follows:


     

    Entergy Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

       

    (In Thousands)

                         
    2005  

    $508

     

    $1,316

     

    $27 

     

    $170 

     

    $204

    2004  

    $510

     

    $1,268

     

    $27 

     

    $132 

     

    $190

    2003  

    $372

     

    $1,307

     

    $21 

     

    $142 

     

    $144

    The projected benefit obligation for the non-qualified plans as of December 31, 2005 and 2004 was as follows:+


     

    Entergy Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

       

    (In Thousands)

                         
    2005  

    $3,760

     

    $19,188

     

    $187 

     

    $1,467 

     

    $1,652

    2004  

    $3,785

     

    $18,707

     

    $220 

     

    $1,139 

     

    $1,925

    The accumulated benefit obligation for the non-qualified plans as of December 31, 2005 and 2004 was as follows:

     


     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

       

    (In Thousands)

                         
    2005  

    $3,545

     

    $19,108

     

    $187 

     

    $1,316 

     

    $1,466

    2004  

    $3,726

     

    $19,419

     

    $199 

     

    $1,328 

     

    $1,347

    The additional minimum pension liability as of December 31, 2005 was as follows:

       

    Entergy Arkansas

     

    Entergy Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

       

    (In Thousands)

                         
    Additional minimum pension
      liability
     


    ($1,656)

     


    ($3,839)

     


    ($97)

     


    ($662)

     


    ($548)

    Intangible asset  

    $381 

     

    $137 

     

    $28 

     

    $47 

     

    $47 

    Regulatory asset  

    $1,275 

     

    $3,163 

     

    $69 

     

    $615 

     

    $501 

    Accumulated other
      comprehensive income (before
      taxes)
     


    $- 

     


    $539 

     


    $- 

     


    $- 

     


    $- 

    NOTE 11. RISK MANAGEMENT AND DERIVATIVES

    Market and Commodity Risks

    In the normal course of business, the domestic utility companies and System Energy are exposed to a number of market and commodity risks including power price risk, fuel price risk, foreign currency exchange rate risk, and equity price and interest rate risks. Market risk is the potential loss that the domestic utility companies and System Energy may incur as a result of changes in the market or fair value of a particular instrument or commodity. All financial and commodity-related instruments, including derivatives, are subject to market risk.

    The domestic utility companies and System Energy manage these risks through both contractual arrangements and derivatives. Contractual risk management tools include long-term power and fuel purchase agreements. The domestic utility companies and System Energy also use a variety of commodity and financial derivatives, including natural gas and electricity futures, forwards and options, and foreign currency forwards to manage the following risks:

    • power price risk resulting from Entergy's short position during the summer months;
    • fuel price risk for spot market gas purchases; and
    • foreign currency exchange rate risk resulting from Euro-denominated nuclear fuel acquisition contracts.

    Gains and losses realized from derivative transactions used to manage power and fuel price risk are included in fuel costs recovered through rates. Accordingly, these gains and losses are accounted for as regulatory assets and liabilities prior to transaction maturity. Power price risk is managed primarily through the purchase of short-term forward contracts that are accounted for as normal purchases. Any option premiums paid to manage power price risk are booked with an offsetting regulatory asset or liability. The volume of these purchases is based on Entergy's demand forecast.

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

    Entergy Gulf States manages foreign currency exchange rate risk associated with the acquisition of nuclear fuel through the purchase of forwards that are accounted for as cash flow hedges. The notional volumes of these forwards are based on forecasted purchases and the realized gain or loss from these forwards is included in the capitalized cost of the applicable batches of nuclear fuel. Gains totaling approximately $6.4 million were realized during 2004 on the maturity of cash flow hedges. These realized gains resulted from foreign currency hedges related to Euro-denominated nuclear fuel acquisition contracts, and related gains or losses, when realized, are included in the capitalized cost of nuclear fuel. The ineffective portion of the change in the value of Entergy Gulf States' cash flow hedges during 2004 was insignificant. Entergy Gulf States had no outstanding cash flow hedges during the year ended December 31, 2005.

     

    NOTE 12. DECOMMISSIONING TRUST FUNDS

    Entergy Arkansas

    Entergy Arkansas holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2005 and 2004 are summarized as follows:

     

     

    Fair
    Value

     

    Total
    Unrealized
    Gains

     

    Total
    Unrealized
    Losses

     

     

    (In Millions)

    2005

     

     

     

     

     

     

    Equity

     

    $205.6

     

    $78.8

     

    $0.8

    Debt Securities

     

    196.5

     

    1.1

     

    2.6

       Total

     

    $402.1

     

    $79.9

     

    $3.4

     

     

     

     

     

     

     

    2004

     

     

     

     

     

     

    Equity

     

    $189.5

     

    $66.6

     

    $1.6

    Debt Securities

     

    194.3

     

    4.3

     

    1.9

        Total

     

    $383.8

     

    $70.9

     

    $3.5

    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 at December 31, 2005:

     

     

    Equity Securities

     

    Debt Securities

     

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

    Less than 12 months

     

    $0.2

     

    $-

     

    $102.4

     

    $1.6

    More than 12 months

     

    9.7

     

    0.8

     

    28.8

     

    1.0

        Total

     

    $9.9

     

    $0.8

     

    $131.2

     

    $2.6

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2005 and 2004 are as follows:

     

     

    2005

     

    2004

     

     

    (In Millions)

     

     

     

     

     

    less than 1 year

     

    $6.3

     

    $32.5

    1 year - 5 years

     

    71.9

     

    128.3

    5 years - 10 years

     

    112.6

     

    30.2

    10 years - 15 years

     

    2.2

     

    3.3

    15 years - 20 years

     

    -

     

    -

    20 years+

     

    3.5

     

    -

      Total

     

    $196.5

     

    $194.3

    During the year ended December 31, 2005, the proceeds from the dispositions of securities amounted to $19.5 million with gross gains of $250,970 and gross losses of $899,665.  During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $1.7 million with gross gains of $17,098 and gross losses of $18,274.

    Entergy Gulf States

    Entergy Gulf States holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2005 and 2004 are summarized as follows:

     

     

    Fair
    Value

     

    Total
    Unrealized
    Gains

     

    Total
    Unrealized
    Losses

     

     

    (In Millions)

    2005

     

     

     

     

     

     

    Equity

     

    $153.6

     

    $28.7

     

    $0.3

    Debt Securities

     

    157.2

     

    6.9

     

    0.5

      Total

     

    $310.8

     

    $35.6

     

    $0.8

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

     

     

     

     

     

    Equity

     

    $138.1

     

    $20.4

     

    $0.8

    Debt Securities

     

    152.9

     

    8.8

     

    0.2

      Total

     

    $291.0

     

    $29.2

     

    $1.0

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2005:

     

     

    Equity Securities

     

    Debt Securities

     

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

    Less than 12 months

     

    $0.6

     

    $-

     

    $15.9

     

    $0.2

    More than 12 months

     

    5.1

     

    0.3

     

    0.1

     

    0.3

      Total

     

    $5.7

     

    $0.3

     

    $16.0

     

    $0.5

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2005 and 2004 are as follows:

     

     

    2005

     

    2004

     

     

    (In Millions)

     

     

     

     

     

    less than 1 year

     

    $7.7

     

    $8.7

    1 year - 5 years

     

    49.0

     

    42.0

    5 years - 10 years

     

    50.1

     

    51.3

    10 years - 15 years

     

    35.4

     

    37.7

    15 years - 20 years

     

    12.2

     

    11.0

    20 years+

     

    2.8

     

    2.2

      Total

     

    $157.2

     

    $152.9

    During the year ended December 31, 2005, the proceeds from the dispositions of securities amounted to $6.1 million with gross gains of $205,683 and gross losses of $320,003.  During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $2.9 million with gross gains of $790 and gross losses of $98,852.

    Entergy Louisiana

    Entergy Louisiana holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31, 2005 and 2004 are summarized as follows:

     

     

    Fair
    Value

     

    Total
    Unrealized
    Gains

     

    Total
    Unrealized
    Losses

     

     

    (In Millions)

    2005

     

     

     

     

     

     

    Equity

     

    $105.8

     

    $23.6

     

    $1.6

    Debt Securities

     

    81.3

     

    2.2

     

    0.8

      Total

     

    $187.1

     

    $25.8

     

    $2.4

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

     

     

     

     

     

    Equity

     

    $92.5

     

    $17.1

     

    $2.5

    Debt Securities

     

    79.6

     

    2.8

     

    0.8

      Total

     

    $172.1

     

    $19.9

     

    $3.3

    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 at December 31, 2005:

     

     

    Equity Securities

     

    Debt Securities

     

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

    Less than 12 months

     

    $0.2

     

    $-

     

    $33.1

     

    $0.6

    More than 12 months

     

    13.8

     

    1.6

     

    5.2

     

    0.2

      Total

     

    $14.0

     

    $1.6

     

    $38.3

     

    $0.8

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2005 and 2004 are as follows:

     

     

    2005

     

    2004

     

     

    (In Millions)

     

     

     

     

     

    less than 1 year

     

    $15.6

     

    $38.8

    1 year - 5 years

     

    15.5

     

    17.6

    5 years - 10 years

     

    22.1

     

    12.4

    10 years - 15 years

     

    12.3

     

    4.8

    15 years - 20 years

     

    12.9

     

    6.0

    20 years+

     

    2.9

     

    -

      Total

     

    $81.3

     

    $79.6

    During the year ended December 31, 2005, the proceeds from the dispositions of securities amounted to $3.0 million with gross gains of $99,390 and gross losses of $174,179.  During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $4.3 million with gross gains of $244,250 and gross losses of $25,882.

    System Energy

    System Energy holds debt and equity securities, classified as available-for-sale, in nuclear decommissioning trust accounts. The securities held at December 31 2005 and 2004 are summarized as follows:

     

     

    Fair
    Value

     

    Total
    Unrealized
    Gains

     

    Total
    Unrealized
    Losses

     

     

    (In Millions)

    2005

     

     

     

     

     

     

    Equity

     

    $142.9

     

    $22.3

     

    $4.5

    Debt Securities

     

    93.1

     

    1.2

     

    1.1

      Total

     

    $236.0

     

    $23.5

     

    $5.6

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2004

     

     

     

     

     

     

    Equity

     

    $127.0

     

    $15.0

     

    $7.2

    Debt Securities

     

    78.1

     

    1.9

     

    0.6

      Total

     

    $205.1

     

    $16.9

     

    $7.8

    The fair value and gross unrealized losses of available-for-sale equity and debt securities, summarized by investment type and length of time that the securities have been in a continuous loss position, are as follows at December 31, 2005:

     

     

    Equity Securities

     

    Debt Securities

     

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

    Fair
    Value

     

    Gross
    Unrealized
    Losses

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

    Less than 12 months

     

    $0.3

     

    $-

     

    $50.6

     

    $0.8

    More than 12 months

     

    42.6

     

    4.5

     

    13.7

     

    0.3

      Total

     

    $42.9

     

    $4.5

     

    $64.3

     

    $1.1

    The fair value of debt securities, summarized by contractual maturities, at December 31, 2005 and 2004 are as follows:

     

     

    2005

     

    2004

     

     

    (In Millions)

     

     

     

     

     

    less than 1 year

     

    $9.8

     

    $4.8

    1 year - 5 years

     

    32.5

     

    22.4

    5 years - 10 years

     

    20.7

     

    30.0

    10 years - 15 years

     

    6.2

     

    7.9

    15 years - 20 years

     

    3.4

     

    6.9

    20 years+

     

    20.5

     

    6.1

      Total

     

    $93.1

     

    $78.1

    During the year ended December 31, 2005, the proceeds from the dispositions of securities amounted to $8.6 million and gross gains of $148,293 and gross losses of $471,952.  During the year ended December 31, 2004, the proceeds from the dispositions of securities amounted to $7.5 million with gross gains of $32,362 and gross losses of $58,755.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy evaluate unrealized gains and losses at the end of each period to determine whether an other than temporary impairment has occurred. This analysis considers the length of time that a security has been in a loss position, the current performance of that security, and whether decommissioning costs are recovered in rates. No significant impairments were recorded in 2005 and 2004 as a result of these evaluations.

    Due to the regulatory treatment of decommissioning collections and trust fund earnings, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy record regulatory assets or liabilities for unrealized gains and losses on trust investments. For the unregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains or losses in other deferred credits.

     

    NOTE 13. TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Each domestic utility company purchases electricity from and sells electricity to the other domestic utility companies and System Energy under rate schedules filed with FERC. The domestic utility companies and System Energy purchase fuel from System Fuels; receive management, technical, advisory, operating, and administrative services from Entergy Services; and receive management, technical, and operating services from Entergy Operations. These transactions are on an "at cost" basis. In addition, Entergy Power sells electricity to Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans, and RS Cogen sells electricity to Entergy Louisiana and Entergy New Orleans.

    As described in Note 1 to the domestic utility companies and System Energy financial statements, all of System Energy's operating revenues consist of billings to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

    Additionally, as described in Note 4 to the domestic utility companies and System Energy financial statements, the domestic utility companies and System Energy participate in the Entergy's money pool and earn interest income from the money pool. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also receive interest income from System Fuels, Inc.

    The tables below contain the various affiliate transactions of the domestic utility companies, System Energy, and other Entergy affiliates.

     

    Intercompany Revenues

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

     

     

    2005

     

    $197.7

     

    $186.7

     

    $342.4

     

    $69.2

     

    $117.6

     

    $533.9

    2004

     

    $256.8

     

    $52.5

     

    $96.6

     

    $47.6

     

    $117.8

     

    $545.4

    2003

     

    $242.3

     

    $42.8

     

    $102.4

     

    $27.6

     

    $85.5

     

    $583.8

    Intercompany Operating Expenses

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

     

     

    (In Millions)

     

     

    (1)

     

     

     

    (2)

     

     

     

    (3)

     

     

    2005

     

    $670.0

     

    $546.5

     

    $606.4

     

    $520.2

     

    $260.2

     

    $102.9

    2004

     

    $467.5

     

    $558.2

     

    $491.8

     

    $484.4

     

    $228.4

     

    $109.4

    2003

     

    $460.6

     

    $438.6

     

    $444.6

     

    $458.6

     

    $211.2

     

    $118.0

    (1)

    Includes $1.9 million in 2005, $2.3 million in 2004, and $0.1 million in 2003 for power purchased from Entergy Power.

    (2)

    Includes power purchased from Entergy Power and RS Cogen LLC in 2005 of $8.4 million and $48.8 million, respectively, in 2004 of $9.1 million and $33.0 million, respectively, and in 2003 of $5.9 million and $19.1 million, respectively.

    (3)

    Includes power purchased from Entergy Power and RS Cogen LLC in 2005 of $8.3 million and $12.6 million, respectively, in 2004 of $9.0 million and $10.6 million, respectively, and in 2003 of $5.7 million and $6.9 million, respectively.

    Intercompany Interest Income

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Millions)

     

     

     

     

     

     

     

     

     

     

     

     

     

    2005

     

    $2.0

     

    $0.1

     

    $1.5

     

    $1.0

     

    $0.2

     

    $4.2

    2004

     

    $0.6

     

    $0.4

     

    $1.1

     

    $0.6

     

    $0.2

     

    $0.6

    2003

     

    $0.6

     

    $0.4

     

    $1.2

     

    $0.3

     

    $0.2

     

    $0.1

     

    NOTE 14. ENTERGY NEW ORLEANS BANKRUPTCY PROCEEDING

    On September 23, 2005, Entergy New Orleans filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Louisiana seeking reorganization relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Case No. 05-17697). Entergy New Orleans continues to operate its business as a debtor-in-possession under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the bankruptcy court.

    On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the Debtor-in-Possession (DIP) credit agreement, a debtor-in-possession credit facility to provide funding to Entergy New Orleans during its business restoration efforts. The facility provides the ability for Entergy New Orleans to request funding from Entergy Corporation, but the decision to lend money is at the sole discretion of Entergy Corporation. On December 9, 2005, the bankruptcy court issued its order giving final approval for a $200 million debtor-in-possession credit facility and the priority and lien status of the indebtedness under the DIP credit agreement. The indenture trustee of Entergy New Orleans' first mortgage bonds appealed the final order, and that appeal is pending. Subsequent to the indenture trustee filing its notice of appeal, Entergy New Orleans, Entergy Corporation, and the indenture trustee filed with the bankruptcy court a motion to approve a settlement among the parties. The settlement would result in the dismissal of the indenture trustee's appeal. The settlement is set for hearing in the bankruptcy court on March 22, 2006. The DIP credit agreement is discussed in further detail in the Note 4 to the domestic utility companies and System Energy financial statements. The bankruptcy court has also issued orders allowing Entergy New Orleans to pay certain pre-petition vendors deemed critical to its restoration efforts and allowing Entergy New Orleans to pay certain pre-petition wages, employee benefits, and employment-related taxes.

    The accompanying financial statements have been prepared on the basis that Entergy New Orleans will continue as a going concern. Entergy New Orleans' filing for protection under Chapter 11 of the United States Bankruptcy Code as a result of the liquidity issues caused by Hurricane Katrina give rise to substantial doubt regarding Entergy New Orleans' ability to continue as a going concern for a reasonable period of time, primarily because of the loss of control inherent in the bankruptcy process. The financial statements do not include any adjustments that might result from the outcome of this uncertainty including adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary if Entergy New Orleans is unable to continue as a going concern. The financial statements also do not attempt to reflect liabilities at the priority or status of any claims that the holders of such liabilities will have.

    Entergy continues to work with the federal, state, and local authorities to resolve the bankruptcy in a manner that allows Entergy New Orleans' customers to be served by a financially viable entity as required by law. Key factors that will influence the timing and outcome of the Entergy New Orleans bankruptcy include:

    • The amount of insurance recovery, if any, and the timing of receipt of proceeds;
    • The amount of assistance, if any, from federal and state government, and the timing of that funding, including Entergy's intended application for Community Development Block Grant funding;
    • The level of economic recovery of New Orleans;
    • The number of customers that return to New Orleans, and the timing of their return; and
    • The amount and timing of any regulatory recovery approved by the City Council.

    The exclusivity period for filing a final plan of reorganization by Entergy New Orleans is currently scheduled to end on April 21, 2006, with solicitation of acceptances of the plan scheduled to be complete by June 20, 2006. If a party to the bankruptcy proceeding, including Entergy New Orleans, requests it, the bankruptcy court has the authority to extend these deadlines. In addition, the bankruptcy judge has set a date of April 19, 2006 by which creditors with prepetition claims against Entergy New Orleans must, with certain exceptions, file their proofs of claim in the bankruptcy case.

    Certain pre-petition liabilities have been classified as liabilities subject to compromise in Entergy New Orleans' Balance Sheet as of December 31, 2005. The following table summarizes the components of liabilities subject to compromise as of December 31, 2005:

     

       

    Amount

       

    (In Thousands)

         

    Accounts payable - Associated companies

     

    $46,815

    Accounts payable - Other

     

    25,000

    Interest accrued

     

    1,473

    Accumulated provisions

     

    5,770

    Long-term debt

     

    229,859

    Total Liabilities Subject to Compromise  

    $308,917

    Payment terms for the amount classified as subject to compromise will be established in connection with a plan of reorganization.

     

     

    NOTE 15. QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    The business of the domestic utility companies and System Energy is subject to seasonal fluctuations with the peak periods occurring during the third quarter. Operating results for the four quarters of 2005 and 2004 were:

    Operating Revenue

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2005:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $367,360 

     

    $679,250

     

    $480,673

     

    $251,246

     

    $191,267 

     

    $124,790

       Second Quarter

     

    $450,097 

     

    $759,519

     

    $647,748

     

    $288,244

     

    $189,927 

     

    $126,364

       Third Quarter

     

    $556,445 

     

    $971,840

     

    $760,916

     

    $406,765

     

    $189,593 

     

    $140,583

       Fourth Quarter

     

    $415,153 

     

    $956,562

     

    $760,844

     

    $360,288

     

    $102,539 

     

    $142,192

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $363,461 

     

    $638,996

     

    $488,046

     

    $236,829

     

    $169,767 

     

    $127,168

       Second Quarter

     

    $405,509 

     

    $685,313

     

    $555,511

     

    $289,573

     

    $186,337 

     

    $132,720

       Third Quarter

     

    $481,103 

     

    $840,630

     

    $668,240

     

    $390,337

     

    $200,036 

     

    $144,052

       Fourth Quarter

     

    $403,072 

     

    $717,445

     

    $515,189

     

    $296,890

     

    $179,728 

     

    $141,441

    Operating Income (Loss)

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2005:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $61,847 

     

    $47,343

     

    $16,730

     

    $18,772

     

    $12,521 

     

    $54,606

       Second Quarter

     

    $87,109 

     

    $91,998

     

    $140,802

     

    $35,793

     

    $17,934 

     

    $53,259

       Third Quarter

     

    $157,130 

     

    $179,272

     

    $89,913

     

    $62,915

     

    $13,950 

     

    $57,034

       Fourth Quarter

     

    $9,861 

     

    $72,747

     

    $33,689

     

    $15,209

     

    ($31,333)

     

    $58,511

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $48,566 

     

    $88,312

     

    $48,318

     

    $22,724

     

    $15,487 

     

    $57,767

       Second Quarter

     

    $80,669 

     

    $101,832

     

    $84,357

     

    $42,157

     

    $22,880 

     

    $59,585

       Third Quarter

     

    $123,910 

     

    $127,838

     

    $87,130

     

    $52,003

     

    $24,450 

     

    $59,601

       Fourth Quarter

     

    $40,590 

     

    $41,437

     

    $41,710

     

    $29,730

     

    ($4,878)

     

    $56,181

    Net Income (Loss)

     

     

    Entergy
    Arkansas

     

    Entergy
    Gulf States

     

    Entergy
    Louisiana

     

    Entergy
    Mississippi

     

    Entergy
    New Orleans

     

    System
    Energy

     

     

    (In Thousands)

    2005:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $31,931 

     

    $23,349

     

    $1,771

     

    $7,222

     

    $5,736 

     

    $26,232

       Second Quarter

     

    $48,290 

     

    $44,287

     

    $74,163

     

    $17,719

     

    $8,374 

     

    $25,925

       Third Quarter

     

    $92,368 

     

    $105,060

     

    $42,860

     

    $33,327

     

    $6,417 

     

    $26,920

       Fourth Quarter

     

    $2,046 

     

    $33,801

     

    $9,288

     

    $3,835

     

    ($19,277)

     

    $32,567

    2004:

     

     

     

     

     

     

     

     

     

     

     

     

       First Quarter

     

    $19,276 

     

    $41,728

     

    $21,211

     

    $8,637

     

    $7,114 

     

    $24,664

       Second Quarter

     

    $43,277 

     

    $55,591

     

    $43,713

     

    $20,808

     

    $12,319 

     

    $25,532

       Third Quarter

     

    $67,944 

     

    $82,456

     

    $45,496

     

    $27,873

     

    $13,189 

     

    $27,505

       Fourth Quarter

     

    $11,713 

     

    $12,489

     

    $17,075

     

    $16,179

     

    ($4,550)

     

    $28,247

     

    Item 2. Properties

    Information regarding the registrant's properties is included in Part I. Item 1. - Business under the sections titled "Property" in this report.

    Item 3. Legal Proceedings

    Details of the registrant's material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of 2005 are discussed in Part I. Item 1. - Business under the sections titled "Retail Rate Regulation", "Environmental Regulation", and "Litigation" in this report.

    Item 4. Submission of Matters to a Vote of Security Holders

    During the fourth quarter of 2005, no matters were submitted to a vote of the security holders of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy Resources.

    DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION

    Directors

    Information required by this item concerning directors of Entergy Corporation is set forth under the heading "Proposal 1--Election of Directors" contained in the Proxy Statement of Entergy Corporation, (the "Proxy Statement"), to be filed in connection with its Annual Meeting of Stockholders to be held May 12, 2006, ("Annual Meeting"), and is incorporated herein by reference. Information required by this item concerning officers and directors of the remaining registrants is reported in Part III of this document.

    Executive Officers

    Name

    Age

    Position

    Period

    J. Wayne Leonard (a)

    55

    Chief Executive Officer and Director of Entergy Corporation

    1999-Present

    Richard J. Smith (a)

    54

    Group President, Utility Operations of Entergy Corporation,
      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
      Entergy Mississippi, and Entergy New Orleans

    2001-Present

    Director of Entergy Arkansas, Entergy Gulf States, Entergy
      Louisiana and Entergy Mississippi

    2001-Present

    Director of Entergy New Orleans

    2001-2005

    Senior Vice President, Transition Management of Entergy
      Corporation

    2000-2001

    Leo P. Denault (a)

    46

    Executive Vice President and Chief Financial Officer of
      Entergy Corporation

    2004-Present

    Director of Entergy Arkansas, Entergy Gulf States, Entergy
      Louisiana, Entergy Mississippi and System Energy

    2004-Present

    Director of Entergy New Orleans

    2004-2005

    Vice President , Corporate Development and Strategic
      Planning of Entergy Services, Inc.

    1999-2004

    Curtis L. Hebert, Jr. (a)

    43

    Executive Vice President, External Affairs of Entergy
      Corporation

    2001-Present

    Chairman and Commissioner of the Federal Energy
      Regulatory Commission

    1997-2001

    Mark T. Savoff (a)

    49

    Executive Vice President of Entergy Corporation

    2004-Present

    Director of Entergy Arkansas, Entergy Gulf States, Entergy
      Louisiana and Entergy Mississippi

    2004-Present

    Director of Entergy New Orleans

    2004-2005

    Executive Vice President of Entergy Services, Inc.

    2003-Present

    President, General Electric Power Systems - GE Nuclear
      Energy, San Jose, CA

    2000-2003

    Robert D. Sloan (a)

    58

    Executive Vice President, General Counsel and Secretary of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States, Entergy Louisiana, Entergy Mississippi, Entergy
      New Orleans, and System Energy

    2004-Present

    Senior Vice President, General Counsel and Secretary of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States, Entergy Louisiana, Entergy Mississippi, and
      Entergy New Orleans

    2003-2004

    Vice President, General Counsel of GE Industrial Systems,
      Plainville, CT

    1998-2003

    Gary J. Taylor (a)

    52

    Executive Vice President and Chief Nuclear Officer of
      Entergy Corporation

    2004-Present

    Director, President and Chief Executive Officer of System
      Energy

    2003-Present

    Senior Vice President and Chief Operating Officer of
      Entergy Operations, Inc.

    2000-2003

    Nathan E. Langston (a)

    57

    Senior Vice President and Chief Accounting Officer of
      Entergy Corporation, Entergy Arkansas, Entergy Gulf
      States, Entergy Louisiana, Entergy Mississippi, Entergy
      New Orleans, and System Energy

    2001-Present

    Vice President and Chief Accounting Officer of Entergy
      Corporation, Entergy Arkansas, Entergy Gulf States,
      Entergy Louisiana, Entergy Mississippi, Entergy New
      Orleans, and System Energy

    1998-2001

    William E. Madison (a)

    59

    Senior Vice President - Human Resources and
      Administration of Entergy Corporation

    2002-Present

    Senior Vice President - Human Resources and
      Administration of Entergy Arkansas, Entergy Gulf States,
      Entergy Louisiana, Entergy Mississippi, and Entergy New
      Orleans

    2001-Present

    Senior Vice President & Chief Human Resources Officer,
      Avis Group Holdings, Inc. - Garden City, New York

    2000-2001

    (a)

    In addition, this officer is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.

    Each officer of Entergy Corporation is elected yearly by the Board of Directors.

     

    PART II

    Item 5. Market for Registrants' Common Equity and Related Stockholder Matters

    Entergy Corporation

    The shares of Entergy Corporation's common stock are listed on the New York Stock, Chicago Stock, and Pacific Exchanges under the ticker symbol ETR.

    Entergy Corporation's stock price as of February 28, 2006 was $72.51. The high and low prices of Entergy Corporation's common stock for each quarterly period in 2005 and 2004 were as follows:

     

    2005

     

    2004

     

    High

     

    Low

     

    High

     

    Low

     

    (In Dollars)

                   

    First

    72.00

     

    64.48

     

    60.20

     

    56.01

    Second

    76.60

     

    69.35

     

    59.92

     

    50.64

    Third

    79.22

     

    70.52

     

    61.98

     

    54.43

    Fourth

    76.42

     

    67.00

     

    68.67

     

    60.08

    Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 2005 and 2004. Quarterly dividends of $0.54 per share were paid in 2005. In 2004, dividends of $0.45 per share were paid in the first three quarters, and a dividend of $0.54 per share was paid in the fourth quarter.

    As of February 28, 2006, there were 48,761 stockholders of record of Entergy Corporation.

    Entergy Corporation's future ability to pay dividends is discussed in Note 7 to the consolidated financial statements.

    Unregistered Sales of Equity Securities and Use Of Proceeds

    Issuer Purchases of Equity Securities

    In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. See Note 7 to the consolidated financial statements for additional discussion of the stock-based compensation plans. Entergy's management has been authorized to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans, and this authorization does not have an expiration date. In August 2004, Entergy announced a program under which Entergy Corporation will repurchase up to $1.5 billion of its common stock. The program extended originally through the end of 2006, but, due to the effects of Hurricanes Katrina and Rita, the program was suspended, and the Board has authorized the extension of the program through 2008. This repurchase program is incremental to the existing authority to repurchase shares to fund the exercise of employee stock options. The amount of repurchases under the program may vary as a result of material changes in business results or capital spending, or as a result of material new investment opportunities.

    During the fourth quarter of 2005, Entergy did not repurchase any shares of its common stock. The amount of shares that may yet be purchased under the Entergy Corporation plan to repurchase up to $1.5 billion of its common stock was $400 million as of December 31, 2005.

     

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

    There is no market for the common stock of Entergy Corporation's wholly owned subsidiaries. Cash dividends on common stock paid by the domestic utility companies and System Energy to Entergy Corporation during 2005 and 2004, were as follows:

       

    2005

     

    2004

       

    (In Millions)

             

    Entergy Arkansas

     

    $64.1

     

    $85.8

    Entergy Gulf States

     

    $61.9

     

    $94.3

    Entergy Louisiana

     

    $51.6

     

    $116.5

    Entergy Mississippi

     

    $21.9

     

    $46.8

    Entergy New Orleans

     

    $5.3

     

    $5.2

    System Energy

     

    $112.6

     

    $104.6

    Information with respect to restrictions that limit the ability of the domestic utility companies and System Energy to pay dividends is presented in Note 7 to the domestic utility companies and System Energy financial statements.

    Item 6. Selected Financial Data

    Refer to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA HOLDINGS, INC., ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC." which follow each company's financial statements in this report, for information with respect to selected financial data and certain operating statistics.

    Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

    Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA HOLDINGS, INC. AND ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC."

    Item 7A. Quantitative and Qualitative Disclosures About Market Risk

    Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - Market and Credit Risks OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA HOLDINGS, INC. AND ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC."

    Item 8. Financial Statements and Supplementary Data

    Refer to "TABLE OF CONTENTS - Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana Holdings, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc."

    Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

    No event that would be described in response to this item has occurred with respect to Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, or System Energy.

    Item 9A. Controls and Procedures

    Disclosure Controls and Procedures

    As of December 31, 2005, evaluations were performed under the supervision and with the participation of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the 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.

    Internal Control over Financial Reporting

    The managements of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy Resources (individually "Registrant" and collectively the "Registrants") are responsible for establishing and maintaining adequate internal control over financial reporting for the Registrants. Each Registrant's internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of each Registrant's financial statements presented in accordance with generally accepted accounting principles.

    All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

    Each Registrant's management assessed the effectiveness of each Registrant's internal control over financial reporting as of December 31, 2005. In making this assessment, each management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

    Based on each management's assessment and the criteria set forth by COSO, each Registrant's management believes that each Registrant maintained effective internal control over financial reporting as of December 31, 2005.

    The Registrants' registered public accounting firm has issued an attestation report on each management's assessment of each Registrant's internal control over financial reporting.

     

    Attestation Report of Registered Public Accounting Firm

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Shareholders
    Entergy Corporation and Subsidiaries

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Corporation and Subsidiaries (the "Corporation") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Corporation's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Corporation maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2005 of the Corporation and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

     

     

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

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

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Arkansas, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    Entergy Gulf States, Inc.

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Gulf States, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    Entergy Louisiana Holdings, Inc. and Subsidiaries

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Louisiana Holdings, Inc. and Subsidiaries (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    Entergy Louisiana, LLC

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Louisiana, LLC (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    Entergy Mississippi, Inc.

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy Mississippi, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    Entergy New Orleans, Inc.

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that Entergy New Orleans, Inc. (Debtor-in-Possession) (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding its filing for reorganization under Chapter 11 of the Federal Bankruptcy Code and the existence of matters that raise substantial doubt about its ability to continue as a going concern.

     

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders
    System Energy Resources, Inc.

    We have audited management's assessment, included in the accompanying Controls and Procedures - Internal Control over Financial Reporting, that System Energy Resources, Inc. (the "Company") maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2005 of the Company and our report dated March 9, 2006 expressed an unqualified opinion on those financial statements.

     

    DELOITTE & TOUCHE LLP

    New Orleans, Louisiana
    March 9, 2006

     

    Item 9B. Other Information

    See Note 4 to the consolidated financial statements for a description of Entergy Corporation's five-year and three-year revolving credit facilities.  Following is a summary of the borrowings outstanding and capacity available under these facilities as of March 9, 2006.


    Facility

    Capacity

    Borrowings
    Letters
    of Credit
    Capacity
    Available
     

    (In Millions)

    5-Year Facility $2,000 $1,185 $115    $700
    3-Year Facility $1,500       $-     $- $1,500

     

     

    PART III

    Item 10. Directors and Executive Officers of the Registrants (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy)

    All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.

    Name

    Age

    Position

    Period

    ENTERGY ARKANSAS, INC.

    Directors

    Hugh T. McDonald

    47

    President and Chief Executive Officer of Entergy Arkansas

    2000-Present

    Director of Entergy Arkansas

    2000-Present

    Senior Vice President, Retail of Entergy Services, Inc.

    1999-2000

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Jay A. Lewis

    44

    Vice President and Chief Financial Officer - Utility Operations Group of
      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, LLC,
      Entergy Mississippi, and Entergy New Orleans

    2004-Present

    Director, Accounting Policy and Research of Entergy Services, Inc.

    1999 - 2004

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Hugh T. McDonald

    See information under the Entergy Arkansas Directors Section above.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY GULF STATES, INC.

    Directors

    E. Renae Conley

    48

    Director of Entergy Gulf States and Entergy Louisiana, LLC

    2000-Present

    President and Chief Executive Officer - LA of Entergy Gulf States and
      Entergy Louisiana, LLC

    2000-Present

    Joseph F. Domino

    57

    Director of Entergy Gulf States

    1999-Present

    President and Chief Executive Officer - TX of Entergy Gulf States

    1998-Present

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    E. Renae Conley

    See information under the Entergy Gulf States Directors Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Joseph F. Domino

    See information under the Entergy Gulf States Directors Section above.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY LOUISIANA HOLDINGS, INC.

    Directors

    Michael D. Bakewell

    51

    Director of Entergy Louisiana Holdings, Inc.

    2005-Present

    President and Chief Executive Officer of Entergy Louisiana Holdings, Inc.

    2005-Present

    Senior Vice President, Fossil Operations for Entergy Services

    2004-Present

    Vice President, Fossil Plant Operations for Entergy Services

    1998-2004

    Robert A. Malone

    54

    Director of Entergy Louisiana Holdings, Inc.

    2005-Present

    Treasurer of Entergy Louisiana Holdings, Inc.

    2005-Present

    Vice President, Technical Services for Entergy Services

    2005-Present

    Vice President, Engineering and Construction of Entergy Enterprises

    2000-Present

    William M. Mohl

    46

    Director of Entergy Louisiana Holdings, Inc.

    2005-Present

    Vice President of Entergy Louisiana Holdings, Inc.

    2005-Present

    Vice President of Commercial Operations for Entergy Services

    2004-2005

    Director of Asset Management for Entergy Services

    2002-2004

    Chief Operating Officer, Koch Investment Group, Ltd.

    2000-2002

    Officers

    Michael D. Bakewell

    See information under the Entergy Louisiana Holdings, Inc. Directors
      Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY LOUISIANA, LLC

    Directors

    E. Renae Conley

    See information under the Entergy Gulf States Directors Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    E. Renae Conley

    See information under the Entergy Gulf States Directors Section above.

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY MISSISSIPPI, INC.

    Directors

    Carolyn C. Shanks

    44

    President and Chief Executive Officer of Entergy Mississippi

    1999-Present

    Director of Entergy Mississippi

    1999-Present

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Officers

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Carolyn C. Shanks

    See information under the Entergy Mississippi Directors Section above.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    ENTERGY NEW ORLEANS, INC.

    Directors

    Daniel F. Packer

    58

    Chief Executive Officer Entergy New Orleans

    1998-Present

    President of Entergy New Orleans

    1997-Present

    Director of Entergy New Orleans

    1996-Present

    Tracie L. Boutte

    42

    Director of Entergy New Orleans

    2005-Present

    Vice President, Regulatory Affairs - New Orleans of Entergy New Orleans

    2004-Present

    Vice President, Gas Distribution - Entergy Services, Inc.

    2002-2004

    Vice President, Gas & C & I Services - Entergy New Orleans

    2000-2002

    Roderick K. West

    37

    Director of Entergy New Orleans

    2005-Present

    Director, Metro Distribution Operations of Entergy Services, Inc.

    2005-Present

    Region Manager, Distribution Operations of Entergy Services, Inc.

    2003-2005

    Director, Regulatory Affairs of Entergy New Orleans

    2001-2003

    Officers

    Leo P. Denault

    See information under the Entergy Corporation Officers Section in Part I.

    Curtis L. Hebert, Jr.

    See information under the Entergy Corporation Officers Section in Part I.

    Nathan E. Langston

    See information under the Entergy Corporation Officers Section in Part I.

    J. Wayne Leonard

    See information under the Entergy Corporation Officers Section in Part I.

    Jay A. Lewis

    See information under the Entergy Arkansas Officers Section above.

    William E. Madison

    See information under the Entergy Corporation Officers Section in Part I.

    Daniel F. Packer

    See information under the Entergy New Orleans Directors Section above.

    Mark T. Savoff

    See information under the Entergy Corporation Officers Section in Part I.

    Robert D. Sloan

    See information under the Entergy Corporation Officers Section in Part I.

    Richard J. Smith

    See information under the Entergy Corporation Officers Section in Part I.

    Gary J. Taylor

    See information under the Entergy Corporation Officers Section in Part I.

    SYSTEM ENERGY RESOURCES, INC.
    Directors
    Gary J. Taylor See information under the Entergy Corporation Officers Section in Part I.
    Leo P. Denault See information under the Entergy Corporation Officers Section in Part I.
    Steven C. McNeal

    48

    Director of System Energy 2004-Present
    Vice President and Treasurer of Entergy Corporation, Entergy Arkansas,
      Entergy Gulf States, Entergy Louisiana, LLC, Entergy Mississippi,
      Entergy New Orleans, and System Energy
    1998-Present
    Officers
    Theodore Bunting

    47

    Vice President and Chief Financial Officer - Nuclear Operations of System
     Energy
    2004 - Present
    Vice President and Chief Financial Officer of Entergy Arkansas, Entergy
      Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New
      Orleans
    2002 - 2004
    Vice President and Chief Financial Officer - Operations of Entergy Services 2000 - 2002
    Leo P. Denault See information under the Entergy Corporation Officers Section in Part I.
    Curtis L. Hebert, Jr. See information under the Entergy Corporation Officers Section in Part I.
    Nathan E. Langston See information under the Entergy Corporation Officers Section in Part I.
    J. Wayne Leonard See information under the Entergy Corporation Officers Section in Part I.
    William E. Madison See information under the Entergy Corporation Officers Section in Part I.
    Mark T. Savoff See information under the Entergy Corporation Officers Section in Part I.
    Robert D. Sloan See information under the Entergy Corporation Officers Section in Part I.
    Richard J. Smith See information under the Entergy Corporation Officers Section in Part I.
    Gary J. Taylor See information under the Entergy Corporation Officers Section in Part I.

     

    Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder, Entergy Corporation, at its annual meeting, with the exception of the directors and officers of Entergy Louisiana, LLC, who are elected yearly to serve by the unanimous consent of the sole common membership owner, Entergy Louisiana Holdings.

    Corporate Governance Guidelines and Committee Charters

    Each of the Audit, Corporate Governance and Personnel Committees of Entergy Corporation's Board of Directors operates under a written charter. In addition, the full Board has adopted Corporate Governance Guidelines. Each charter and the guidelines are available through Entergy's website (www.entergy.com) or upon written request.

    Audit Committee of the Entergy Corporation Board

    The following directors are members of the Audit Committee of Entergy Corporation's Board of Directors:

    Steven V. Wilkinson (Chairman)
    Claiborne P. Deming
    Stuart L. Levenick
    Kathleen A. Murphy
    James R. Nichols
    William A. Percy, II

    All Audit Committee members are independent. For purposes of independence of members of the Audit Committee, an independent director also may not accept directly or indirectly any consulting, advisory or other compensatory fee from Entergy or be affiliated with Entergy as defined in SEC rules. All Audit Committee members possess the level of financial literacy and accounting or related financial management expertise required by the NYSE rules. Steven V. Wilkinson qualifies as an "audit committee financial expert," as that term is defined in the SEC rules.

    Code of Ethics

    The Board of Directors has adopted a Code of Business Conduct and Ethics for Members of the Board of Directors. The code is available through Entergy's website (www.entergy.com) or upon written request. The Board has also adopted a Code of Business Conduct and Ethics for Employees, that includes Special Provision Relating to Principal Executive Officer and Senior Financial Officers. The Code of Business Conduct and Ethics for Employees is to be read in conjunction with Entergy's omnibus code of integrity under which Entergy operates called the Code of Entegrity as well as system policies. All employees are required to abide by the Codes. Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code of Entegrity. The Code of Business Conduct and Ethics for Employees and the Code of Entegrity are available through Entergy's website (www.entergy.com) or upon written request.

    Source of Nominations to the Board of Directors; Nominating Procedure

    The Corporate Governance Committee has adopted a policy on consideration of potential director nominees. The Committee will consider nominees from a variety of sources, including nominees suggested by shareholders, executive officers, fellow board members, or a third party firm retained for that purpose. It applies the same procedures to all nominees regardless of the source of the nomination.

    Any party wishing to make a nomination should provide a written resume of the proposed candidate, detailing relevant experience and qualifications, as well as a list of references. The Committee will review the resume and may contact references. It will decide based on the resume and references whether to proceed to a more detailed investigation. If the Committee determines that a more detailed investigation of the candidate is warranted, it will invite the candidate for a personal interview, conduct a background check on the candidate, and assess the ability of the candidate to provide any special skills or characteristics identified by the Committee or the Board.

    Section 16(a) Beneficial Ownership Reporting Compliance

    Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 12, 2006, under the heading "Section 16(a) Beneficial Ownership Reporting Compliance", which information is incorporated herein by reference.

     

    Item 11. Executive Compensation

    ENTERGY CORPORATION

    Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings "Executive Compensation Tables", "Nominees for the Board of Directors", "Director Compensation", and "Comparison of Five Year Cumulative Total Return", all of which information is incorporated herein by reference.

    ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA HOLDINGS, INC., ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY

    Summary Compensation Table

    The following table includes the Chief Executive Officer, the four other most highly compensated executive officers in office as of December 31, 2005 at Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned by each officer for the year 2005. See Item 10, "Directors and Executive Officers of the Registrants," for information on the principal positions of the Named Executive Officers in the table below.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy

    As shown in Item 10, most Named Executive Officers are employed by several Entergy companies. Because it would be impracticable to allocate such officers' salaries among the various companies, the table below includes the aggregate compensation paid by all Entergy companies.

                       

    Long-Term Compensation

       
           

    Annual Compensation

     

    Awards

     

    Payouts

       



    Name

     



    Year

     



    Salary

     



    Bonus

     

    (a) Other
    Annual
    Comp.

     

    Restricted
    Stock
    Awards

     

    Securities
    Underlying
    Options

     

    (d)
    LTIP
    Payouts

     

    (e) All
    Other
    Comp.

                                     

    Michael D. Bakewell

     

    2005

     

    $317,741

     

    $385,000

     

    $15,952

     

    (b)

     

    14,000 shares

     

    $326,991

     

    $8,765

    CEO - Entergy Louisiana

     

    2004

     

    282,782

     

    290,000

     

    12,302

     

    (b)

     

    13,345

     

    333,132

     

    11,451

    Holdings

     

    2003

     

    223,746

     

    185,000

     

    14,752

     

    (b)

     

    15,420

     

    190,170

     

    11,727

                                     

    E. Renae Conley

     

    2005

     

    $356,157

     

    $430,800

     

    $20,895

     

    (b)

     

    15,000 shares

     

    $460,642

     

    $10,814

    CEO-Entergy Louisiana, LLC

     

    2004

     

    345,912

     

    272,220

     

    18,867

     

    (b)

     

    18,400

     

    724,200

     

    30,537

    CEO-LA-Entergy Gulf States

     

    2003

     

    334,453

     

    200,000

     

    31,087

     

    (b)

     

    33,092

     

    460,088

     

    15,413

                                     

    Leo P. Denault

     

    2005

     

    $514,310

     

    $400,400

     

    $28,546

     

    (b)

     

    35,000 shares

     

    $698,445

     

    $10,293

       

    2004

     

    463,631

     

    490,000

     

    15,330

     

    (b)

     

    40,000

     

    557,634

     

    29,518

       

    2003

     

    286,824

     

    217,402

     

    4,551

     

    (b)

     

    30,600

     

    190,170

     

    13,308

                                     

    Joseph F. Domino

     

    2005

     

    $283,634

     

    $214,875

     

    $22,640

     

    (b)

     

    14,601 shares

     

    $237,735

     

    $9,558

    CEO-TX-Entergy Gulf States

     

    2004

     

    274,242

     

    172,813

     

    28,787

     

    (b)

     

    18,189

     

    304,164

     

    12,214

       

    2003

     

    265,626

     

    200,765

     

    46,480

     

    (b)

     

    10,500

     

    190,170

     

    11,912

                                     

    J. Wayne Leonard

     

    2005

     

    $1,123,607

     

    $1,246,300

     

    $26,495

     

    (b)

     

    165,200 shares

     

    $3,180,074

     

    $14,160

       

    2004

     

    1,088,769

     

    1,540,000

     

    46,344

     

    (b)

     

    220,000

     

    4,634,880

     

    48,199

       

    2003

     

    1,038,461

     

    1,197,800

     

    26,152

     

    (b)

     

    195,000

     

    2,944,560

     

    73,639

                                     

    Hugh T. McDonald

     

    2005

     

    $289,270

     

    $160,600

     

    $19,289

     

    (b)

     

    22,522 shares

     

    $237,735

     

    $9,478

    CEO-Entergy Arkansas

     

    2004

     

    288,847

     

    197,400

     

    25,927

     

    (b)

     

    10,000

     

    304,164

     

    12,596

       

    2003

     

    264,201

     

    195,000

     

    32,276

     

    (b)

     

    21,199

     

    190,170

     

    12,134

                                     

    Daniel F. Packer

     

    2005

     

    $270,150

     

    $ -

     

    $37,439

     

    (b)

     

    10,000 shares

     

    $237,735

     

    $9,505

    CEO-Entergy New Orleans

     

    2004

     

    260,748

     

    164,375

     

    27,090

     

    (b)

     

    10,000

     

    304,164

     

    11,122

       

    2003

     

    253,628

     

    190,000

     

    58,519

     

    (b)

     

    8,000

     

    190,170

     

    3,204

                                     
    Mark T. Savoff  

    2005

     

    $507,154

     

    $392,700

     

    $36,713

     

    (b)

     

    20,000 shares

     

    $661,237

     

    $9,272

       

    2004

     

    500,001

     

    490,000

     

    24,607

     

    (b)

     

    31,800

     

    405,552

     

    21,293

       

    2003

     

    19,231

     

    -

     

    51,485

     

    (b)

     

    -

     

    -

     

    865

                                     
    Carolyn C. Shanks  

    2005

     

    $283,308

     

    $214,500

     

    $23,287

     

    (b)

     

    10,000 shares

     

    $237,735

     

    $9,395

    CEO-Entergy Mississippi  

    2004

     

    283,885

     

    213,900

     

    14,297

     

    (b)

     

    10,000

     

    304,164

     

    11,800

       

    2003

     

    263,758

     

    195,000

     

    92,825

     

    $152,160 (b)(c)

     

    14,000

     

    190,170

     

    12,132

                                     
    Richard J. Smith  

    2005

     

    $514,308

     

    $400,400

     

    $20,696

     

    (b)

     

    40,000 shares

     

    $998,217

     

    $12,364

       

    2004

     

    494,806

     

    490,000

     

    11,840

     

    (b)

     

    63,600

     

    1,231,140

     

    56,186

       

    2003

     

    473,019

     

    380,867

     

    64,371

     

    (b)

     

    72,777

     

    674,795

     

    23,128

                                     
    Gary J. Taylor  

    2005

     

    $477,077

     

    $385,000

     

    $29,111

     

    (b)

     

    35,000 shares

     

    $943,594

     

    $9,926

    CEO-System Energy  

    2004

     

    414,356

     

    411,600

     

    29,170

     

    (b)

     

    40,000

     

    1,013,880

     

    9,987

       

    2003

     

    394,615

     

    316,400

     

    78,575

     

    (b)

     

    26,900

     

    539,836

     

    7,240

                                     

    (a)

    2005 Other Annual Compensation includes the following:

    (1)

    Payments for personal financial counseling as follows: Mr. Bakewell $9,970; Ms. Conley $11,000; Mr. Denault $15,087; Mr. Domino $8,322; Mr. Leonard $2,100; Mr. McDonald $3,335; Mr. Packer $9,252; Mr. Savoff $21,263; Ms. Shanks $10,340; Mr. Smith $8,450; and Mr. Taylor $10,830.

    (2)

    Payments for annual physical exams as follows: Ms. Conley $3,142; Mr. Denault $1,868; Mr. Domino $2,708; Mr. Leonard $16,886; and Mr. Savoff $4,280.

    (3)

    Personal use of company aircraft as follows: Mr. Bakewell $194; Ms. Conley $1,205; Mr. Denault $3,254; Mr. Domino $333; Mr. Leonard $4,506; Mr. McDonald $197; Mr. Packer $11,563; Mr. Savoff $1,035; Ms. Shanks $2,240; Mr. Smith $5,779; and Mr. Taylor $9,039. In July 2005, the Company adopted a change to the application of its policy with respect to the personal use of corporate aircraft by executives. The Company decided to allow personal use of corporate aircraft at Company expense for the Company's Chief Executive Officer.

    (4)

    Payments for club dues as follows: Mr. Domino $3,415; Mr. McDonald $9,305; Mr. Packer $4,924; Ms. Shanks $3,383; and Mr. Taylor $794.

    (5)

    Travel expenses related to volunteer service to Mr. Domino for $3,521.

    (6)

    Tax gross up payments as follows: Mr. Bakewell $5,788; Ms. Conley $5,548; Mr. Denault $8,337; Mr. Domino $4,341; Mr. Leonard $3,003; Mr. McDonald $6,452; Mr. Packer $11,700; Mr. Savoff $10,135; Ms. Shanks $7,324; Mr. Smith $6,467; and Mr. Taylor $8,448.

    (b)

    Performance unit (equivalent to shares of Entergy common stock) awards in 2005 are reported under the "Long-Term Incentive Plan Awards" table. At December 31, 2005, the number and market value of the aggregate performance unit holdings held by named executive officers were as follows: Mr. Bakewell 13,700 units, $940,505; Ms. Conley 14,700 units, $1,009,155; Mr. Denault 30,800 units, $2,114,420; Mr. Domino 7,200 units, $494,280; Mr. Leonard 170,900 units, $11,732,285; Mr. McDonald 7,200 units, $494,280; Mr. Packer 7,200 units, $494,280; Mr. Savoff 31,500 units, $2,162,475; Ms. Shanks 10,200 units, $700,230; Mr. Smith 31,500 units, $2,162,475; and Mr. Taylor 31,500 units, $2,162,475. Accumulated dividends are paid on performance units when vested. The value of performance unit holdings as of December 31, 2005 is determined by multiplying the total number of units held by the closing market price of Entergy common stock on the New York Stock Exchange Composite Transactions on December 30, 2005 ($68.65 per share). The value of units which vested in 2005, 2004 and 2003, including accumulated cash dividends, are reported in the LTIP payouts column in the above table.

    (c)

    In addition to the performance units granted under the Equity Ownership Plan, Ms. Shanks was granted 3,000 restricted units in 2003. Restrictions will be lifted on 1,200 units in 2006 and the remaining 1,800 units in 2011, based on continued service with Entergy. Accumulated dividends will not be paid. The value Ms. Shanks may realize is dependent upon both the number of units that vest and the future market price of Entergy common stock.

    (d)

    Amounts include the value of performance units that vested in 2005, 2004 and 2003 (see note (b) above) under Entergy's Equity Ownership Plan.

    (e)

    All Other Compensation includes the following:

    (1)

    2005 benefit accruals under the Defined Contribution Restoration Plan as follows: Mr. Bakewell $68; Ms. Conley $1,994; Mr. Denault $1,473; Mr. Domino $738; Mr. Leonard $5,340; Mr. McDonald $564; Mr. Packer $685; Mr. Savoff $452; Ms. Shanks $575; Mr. Smith $3,544; and Mr. Taylor $1,106.

    (2)

    2005 employer contributions to the System Savings Plan as follows: Mr. Bakewell $8,697; Ms. Conley $8,820; Mr. Denault $8,820; Mr. Domino $8,820; Mr. Leonard $8,820; Mr. McDonald $8,914; Mr. Packer $8,820; Mr. Savoff $8,820; Ms. Shanks $8,820; Mr. Smith $8,820; and Mr. Taylor $8,820.

    Option Grants in 2005

    The following table summarizes option grants during 2005 to the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options were granted to such officer.

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy

                       

    Potential Realizable

       

    Individual Grants

     

    Value

       

    Number of

     

    % of Total

             

    at Assumed Annual

       

    Securities

     

    Options

             

    Rates of Stock

       

    Underlying

     

    Granted to

     

    Exercise

         

    Price Appreciation

       

    Options

     

    Employees

     

    Price (per

     

    Expiration

     

    for Option Term (b)

    Name

     

    Granted (a)

     

    in 2005

     

    share) (a)

     

    Date

     

    5%

     

    10%

                             

    Michael D. Bakewell

     

    14,000

     

    0.8%

     

    $69.47

     

    1/27/15

     

    $611.650

     

    $1,550,042

    E. Renae Conley

     

    15,000

     

    0.8%

     

    69.47

     

    1/27/15

     

    655,340

     

    1,660,759

    Leo P. Denault

     

    35,000

     

    1.9%

     

    69.47

     

    1/27/15

     

    1,529,126

     

    3,875,105

    Joseph F. Domino

     

    10,000

     

    0.5%

     

    69.47

     

    1/27/15

     

    436,893

     

    1,107,173

       

    4,601 (c)

     

    0.3%

     

    73.58

     

    1/25/11

     

    106,785

     

    239,827

    J. Wayne Leonard

     

    165,200

     

    9.0%

     

    69.47

     

    1/27/15

     

    7,217,474

     

    18,290,496

    Hugh T. McDonald

     

    10,000

     

    0.5%

     

    69.47

     

    1/27/15

     

    436,893

     

    1,107,173

       

    12,522 (c)

     

    0.7%

     

    73.25

     

    2/11/12

     

    352,021

     

    812,797

    Daniel F. Packer

     

    10,000

     

    0.5%

     

    69.47

     

    1/27/15

     

    436,893

     

    1,107,173

    Mark T. Savoff

     

    20,000

     

    1.1%

     

    69.47

     

    1/27/15

     

    873,786

     

    2,214,346

    Carolyn C. Shanks

     

    10,000

     

    0.5%

     

    69.47

     

    1/27/15

     

    436,893

     

    1,107,173

    Richard J. Smith

     

    40,000

     

    2.2%

     

    69.47

     

    1/27/15

     

    1,747,572

     

    4,428,692

    Gary J. Taylor

     

    35,000

     

    1.9%

     

    69.47

     

    1/27/15

     

    1,529,126

     

    3,875,105

    (a)

    Options were granted on January 27, 2005, pursuant to the Equity Ownership Plan. All options granted on this date have an exercise price equal to the closing price of Entergy common stock on the New York Stock Exchange Composite Transactions on January 27, 2005. These options will vest in equal increments, annually, over a three-year period beginning in 2006, based on continued service with Entergy.

    (b)

    Calculation based on the market price of the underlying securities assuming the market price increases over the option period and assuming annual compounding. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise.

    (c)

    During 2005, Mr. Domino and Mr. McDonald converted presently exercisable stock options into Entergy stock and reload stock options. They accomplished this by exercising stock options, paying the exercise price and all applicable taxes for these shares by surrendering shares of Entergy stock. Additional options, as indicated above, were granted pursuant to the reload feature of this "stock for stock" exercise method. Under the reload mechanism, eligible participants are granted an additional number of options equal to the number of shares surrendered to pay the exercise price. The reloaded stock options vest immediately and have an exercise price equal to the price of Entergy common stock on the New York Stock Exchange Composite Transactions on the date of exercise of the original options. The reloaded options retain the original grant's expiration date. The reload feature was removed from the Equity Ownership Plan as approved by the Stockholders in May 2003. Reloads are no longer available for options granted after February 13, 2003.

     

     

    Aggregated Option Exercises in 2005 and December 31, 2005 Option Values

    The following table summarizes the number and value of all unexercised options held by the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options are held by such officer.

               

    Number of

       
               

    Securities Underlying

     

    Value of Unexercised

               

    Unexercised Options

     

    In-the-Money Options

       

    Shares Acquired

     

    Value

     

    as of December 31, 2005

     

    as of December 31, 2005 (b)

    Name

     

    on Exercise

     

    Realized (a)

     

    Exercisable

     

    Unexercisable

     

    Exercisable

     

    Unexercisable

                             

    Michael D. Bakewell

     

    5,667

     

    $192,650

     

    25,631

     

    25,834

     

    $521,043

     

    $168,457

    E. Renae Conley

     

    -

     

    -

     

    113,325

     

    35,267

     

    3,082,661

     

    316,883

    Leo P. Denault

     

    -

     

    -

     

    65,756

     

    64,934

     

    1,339,047

     

    347,065

    Joseph F. Domino

     

    13,585

     

    490,025

     

    45,158

     

    20,167

     

    853,722

     

    151,703

    J. Wayne Leonard

     

    -

     

    -

     

    1,450,133

     

    376,867

     

    48,223,040

     

    3,047,003

    Hugh T. McDonald

     

    29,400

     

    940,888

     

    40,454

     

    20,667

     

    674,264

     

    163,803

    Daniel F. Packer

     

    34,800

     

    1,284,294

     

    8,666

     

    19,334

     

    162,555

     

    131,545

    Mark T. Savoff

     

    -

     

    -

     

    10,600

     

    41,200

     

    106,530

     

    213,060

    Carolyn C. Shanks

     

    20,000

     

    741,580

     

    12,666

     

    21,334

     

    259,355

     

    179,945

    Richard J. Smith

     

    -

     

    -

     

    211,738

     

    99,067

     

    5,125,440

     

    829,461

    Gary J. Taylor

     

    -

     

    -

     

    92,533

     

    70,634

     

    2,344,802

     

    485,005

    (a)

    Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on the exercise date and the option exercise price.

    (b)

    Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on December 30, 2005, and the option exercise price.

    Long-Term Incentive Plan Awards in 2005

    The following table summarizes the awards of performance units (equivalent to shares of Entergy common stock) granted under the Equity Ownership Plan in 2005 to the Named Executive Officers.

     

     

     

     

     

     

    Estimated Future Payouts Under
    Non-Stock Price-Based Plans (# of units) (a) (b)


    Name

     

    Number of
    Units

     

    Performance Period Until
    Maturation or Payout

     


    Threshold

     


    Target

     


    Maximum

     

     

     

     

     

     

     

     

     

     

     

    Michael D. Bakewell

    6,700

    1/1/05-12/31/07

    300

     

    2,700

     

    6,700

    E. Renae Conley

     

    6,700

     

    1/1/05-12/31/07

     

    300

     

    2,700

     

    6,700

    Leo P. Denault

     

    15,000

     

    1/1/05-12/31/07

     

    600

     

    6,000

     

    15,000

    Joseph F. Domino

     

    3,200

     

    1/1/05-12/31/07

     

    200

     

    1,300

     

    3,200

    J. Wayne Leonard

     

    85,700

     

    1/1/05-12/31/07

     

    3,500

     

    34,300

     

    85,700

    Hugh T. McDonald

     

    3,200

     

    1/1/05-12/31/07

     

    200

     

    1,300

     

    3,200

    Daniel F. Packer

     

    3,200

     

    1/1/05-12/31/07

     

    200

     

    1,300

     

    3,200

    Mark T. Savoff

     

    15,000

     

    1/1/05-12/31/07

     

    600

     

    6,000

     

    15,000

    Carolyn C. Shanks

     

    3,200

     

    1/1/05-12/31/07

     

    200

     

    1,300

     

    3,200

    Richard J. Smith

     

    15,000

     

    1/1/05-12/31/07

     

    600

     

    6,000

     

    15,000

    Gary J. Taylor

     

    15,000

     

    1/1/05-12/31/07

     

    600

     

    6,000

     

    15,000

    (a)

    Performance units awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. These performance goals are based on Entergy's attainment of specified total shareholder return levels for Entergy common stock compared to industry peer companies over the three-year performance period. Actual awards are based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon the number of units that vest, the future market price of Entergy common stock, and the dividends paid during the performance period.

    (b)

    The threshold, target, and maximum levels correspond to the achievement of 10%, 100%, and 250%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of units indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of units calculated by means of interpolation.

     

    Executive Retirement and Benefit Plans

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy

    The Named Executive Officers are eligible to participate in three types of non-qualified retirement benefit plans. The first type of plan is one that provides retirement income, and includes the qualified retirement plan combined with the Pension Equalization Plan, the Supplemental Retirement Plan, and the System Executive Retirement Plan. In these plans, an executive is typically enrolled in one or more plans but only paid the amount due under the plan that provides the highest benefit, except that participants in the Supplemental Retirement Plan are also eligible for benefits under the Pension Equalization Plan. The second type of plan provides for payments in the event of a change in control, and includes the System Executive Continuity Plans. Finally, the Executive Deferred Compensation Plan and the Equity Ownership Plan allow for deferral of earned income.

    Qualified Retirement Plan Combined with Pension Equalization Plan. Entergy Corporation has a tax-qualified defined benefit plan, which, combined with a non-qualified Pension Equalization Plan ("PEP"), provides for a retirement benefit calculated by multiplying the number of years of employment by 1.5%, which is then multiplied by the final average pay as defined in the plans, and currently includes base salary plus annual bonus. The normal form of benefit for a single executive employee is a lifetime annuity and for a married executive employee is a reduced benefit with a 50% surviving spouse annuity. Retirement benefits are not subject to any deduction for social security.

    The maximum benefit under the qualified pension plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy have elected to participate in the PEP sponsored by Entergy Corporation. Under the PEP, certain executives, including the Named Executive Officers, would receive an additional amount to compensate for the benefit that would have been payable under the qualified pension plan, except for the Internal Revenue Code Sections 401 and 415 limitations discussed above. The PEP also includes as earnings for purposes of calculating PEP benefits a Named Executive Officer's Executive Annual Incentive Plan bonus and any base salary or bonus the Named Executive Officer elects to defer.

    As of December 31, 2005, the credited actual years of service under the combined plans were for Mr. Bakewell (29), Ms. Conley (6), Mr. Denault (6), Mr. Domino (35), Mr. Leonard (7), Mr. McDonald (23), Mr. Packer (23), Mr. Savoff (2), Ms. Shanks (22), Mr. Smith (6), and Mr. Taylor (5). Because they entered into PEP agreements granting additional years of service, the total credited years of service under the PEP were for Ms. Conley (23), Mr. Smith (29), and Mr. Taylor (24).

    The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) and includes covered compensation for the executive officers included in the salary column of the Summary Compensation Table above.

    Retirement Income Plan Table

    Annual

                       

    Covered

     

    Years of Service

    Compensation

     

    15

     

    20

     

    25

     

    30

     

    35

    $250,000

     

    $56,250

     

    $75,000

     

    $93,750

     

    $112,500

     

    $131,250

    500,000

     

    112,500

     

    150,000

     

    187,500

     

    225,000

     

    262,500

    750,000

     

    168,750

     

    225,000

     

    281,250

     

    337,500

     

    393,750

    1,000,000

     

    225,000

     

    300,000

     

    375,000

     

    450,000

     

    525,000

    1,500,000

     

    337,500

     

    450,000

     

    562,500

     

    675,000

     

    787,500

    2,000,000

     

    450,000

     

    600,000

     

    750,000

     

    900,000

     

    1,050,000

    2,500,000

     

    562,500

     

    750,000

     

    937,500

     

    1,125,000

     

    1,312,500

    3,000,000

     

    675,000

     

    900,000

     

    1,125,000

     

    1,350,000

     

    1,575,000

    (1)

    Benefits are shown for various rates of final average pay, which is the highest salary earned in any consecutive 60 months during the last 120 months of employment.

    Supplemental Retirement Plan ("SRP"). Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries. Executives may participate in the SRP, which is an unfunded defined benefit plan, at the invitation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy. Mr. Packer is the only named executive officer who is currently a participant in the plan. The SRP provides that, under certain circumstances, a participant may receive a monthly retirement benefit payment for 120 months. The amount of monthly payment shall not exceed 2.5% of the participant's average basic annual pay (as defined in the SRP).

    System Executive Retirement Plan ("SERP"). This executive plan is an unfunded defined benefit plan for participating executives, including all of the executive officers named in the Summary Compensation Table (except for Mr. Leonard, who receives non-qualified supplemental retirement benefits under the terms of his retention contract, which are described below). Executive officers can choose, at retirement, between the retirement benefits paid under the SERP or those payable under the non-qualified supplemental retirement plans discussed above, and in which they participate. SERP benefits are calculated by multiplying the covered pay times the maximum pay replacement ratios of 55%, 60% or 65% (dependent on job rating at retirement) that are attained at 30 years of credited service. The current maximum pay replacement ratio at 20 years of credited service for Mr. Bakewell, Ms. Conley, Mr. Denault, Mr. Savoff, Mr. Smith and Mr. Taylor is 50%. The current maximum pay replacement ratio at 20 years of credited service for Mr. Domino, Mr. McDonald, Mr. Packer and Ms. Shanks is 45%. The ratios are reduced for each year of employment below 30 years. The normal form of benefit for a single employee is a lifetime annuity, and for a married employee is a reduced benefit with a 50% surviving spouse annuity. These retirement payments may be offset by any and all defined benefit plan payments from the Company and from prior employers. These payments are not subject to social security offsets.

    Receipt of benefits under any of the supplemental retirement plans described above is contingent upon several factors. The participant must agree, without the specific consent of the Entergy company for which such participant was last employed, not to take employment after retirement with any entity that is in competition with, or similar in nature to, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy, or for resignation or termination of employment for any reason before or after normal retirement age and without the employer's permission.

    The credited years of service for the Named Executive Officers under the SERP are as follows: Mr. Bakewell (29), Ms. Conley (6), Mr. Denault (6), Mr. Domino (30), Mr. McDonald (23), Mr. Packer (23), Mr. Savoff (2), Ms. Shanks (22), Mr. Smith (6), and Mr. Taylor (15).

    Upon retirement, and subject to existing deferral elections and the provisions of Internal Revenue Code Section 409A, executives are able to receive the value of their SERP, SRP, or PEP benefits paid either as a lump sum or a series of annual payments. The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) under the SERP.

     

    System Executive Retirement Plan Table (1)

    Annual

                       

    Covered

     

    Years of Service

    Compensation

     

    10

     

    15

     

    20

     

    25

     

    30+

    $250,000

     

    $75,000

     

    $112,500

     

    $125,000

     

    $137,500

     

    $150,000

    500,000

     

    150,000

     

    225,000

     

    250,000

     

    275,000

     

    300,000

    750,000

     

    225,000

     

    337,500

     

    375,000

     

    412,500

     

    450,000

    1,000,000

     

    300,000

     

    450,000

     

    500,000

     

    550,000

     

    600,000

    1,500,000

     

    450,000

     

    675,000

     

    750,000

     

    825,000

     

    900,000

    2,000,000

     

    600,000

     

    900,000

     

    1,000,000

     

    1,100,000

     

    1,200,000

    2,500,000

     

    750,000

     

    1,125,000

     

    1,250,000

     

    1,375,000

     

    1,500,000

    3,000,000

     

    900,000

     

    1,350,000

     

    1,500,000

     

    1,650,000

     

    1,800,000

    (1)

    Covered pay includes the average of the highest three years of annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits shown are based on a target replacement ratio of 50% based on the years of service and covered compensation shown. The benefits for 10, 15, and 20 or more years of service at the 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%, and 5.0%, respectively.

    System Executive Continuity Plans. All Named Executive Officers participate in one of Entergy's two System Executive Continuity Plans. However, if Mr. Leonard receives benefits under the change in control protections of his retention contract, which is described below, he will not also receive benefits under the Continuity Plans. Each plan provides severance pay and benefits under specified circumstances following a change in control. In the event a participant's employment is involuntarily terminated without cause or if a participant terminates for good reason during the change in control period, the named executive officers will be entitled to:

    • a cash severance payment equal to one to three times base salary and target bonus payable in a single sum distribution. The precise level of payment is determined by the participant's management level. The cash severance payment under the Continuity Plans is limited to 2.99 times base salary and applicable annual incentive bonus, except for participants (other than Mr. Leonard and Mr. Denault) who were entitled to receive a three times severance payment prior to March of 2004;
    • continued medical and dental insurance coverage for one to three years, but subject to offset for any similar coverage provided by the participant's new employer;
    • immediate vesting of performance awards, based upon an assumed achievement of applicable performance targets; and
    • payment of a "gross-up" payment to compensate for any excise taxes the participant might incur.

    Participants in the Continuity Plans are subject to post-employment restrictive covenants, including noncompetition provisions that run for two years for Named Executive Officers but extend to three years if permissible under applicable law.

    Deferred Compensation Plans. Executives are eligible to defer earned income through participation in Entergy's Executive Deferred Compensation Plan ("EDCP") or by purchasing phantom units of Entergy stock at fair market value under the Equity Ownership Plan ("EOP"). Executives may under the EDCP defer receipt of base salary, amounts due under the executive plans described above, annual bonuses, performance units, and approved incentive compensation such as restricted units and signing bonuses. The investment options available to executives under the EDCP are similar to those currently available under the Savings Plan of Entergy Corporation and Subsidiaries, except that executives may not invest in Entergy stock under the EDCP. Executives may under the EOP defer receipt of annual bonuses, performance units, restricted units, and pre-2003 option gains.

     

    Compensation of Directors

    For information regarding compensation of the directors of Entergy Corporation, see the Proxy Statement under the heading "Director Compensation", which information is incorporated herein by reference. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy currently have no non-employee directors, and none of the current directors of these companies are compensated for their responsibilities as director.

    Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, LLC, Entergy Mississippi, and Entergy New Orleans with a minimum of five years of service on the respective Boards of Directors are paid $200 a month for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. Entergy Louisiana Holdings and System Energy have no retired non-employee directors.

    Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. For those directors who retired prior to the retirement age, their benefits are reduced. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as an advisory director are included in calculating this benefit.

    Executive Employment Contracts and Retention Agreements

    Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy

    For general information regarding change of control benefits applicable to our executive officers, see "System Executive Continuity Plans" above. In addition, upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan, and awards granted under the EOP, will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).

    Mr. Leonard - Mr. Leonard's retention agreement provides that if he terminates his employment, with or without "good reason" and except for "cause," he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in the Company's non-qualified supplemental retirement plans such as the SERP, the SRP, or the PEP. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time he will forfeit his non-qualified supplemental retirement benefit. However, if Mr. Leonard were to leave without "cause," he would be entitled to receive this benefit, plus:

    • previously vested stock options (with 193,399 options vesting during 2006 in addition to those described in the "December 31, 2005 Option Values" table above), which must be exercised within 90 days of termination;
    • income earned in prior periods and deferred into available investment options, subject to his deferral elections and the provisions of Internal Revenue Code Section 409A (as of December 31, 2005, Mr. Leonard had credited to his deferral accounts 155,311 phantom units of Entergy Company stock and $271,785 in other deemed investment funds); and
    • other broad-based compensation and benefits generally available to terminated employees under plans or arrangements in which Mr. Leonard participates, in accordance with the terms and conditions of those plans and arrangements.

    Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final monthly compensation (as defined under the SERP), reduced to account for benefits payable to Mr. Leonard under the Company's and a former employer's qualified pension plans. As of December 31, 2005, his final monthly compensation was $203,561, which amount would provide for a single life annuity of approximately $1,465,632 per year as his non-qualified supplemental retirement benefit, subject to the offsets described above. The benefit is payable in a single lump sum, or as periodic payments, as elected by Mr. Leonard in accordance with Internal Revenue Code Section 409A. If elected, periodic payments will be due for Mr. Leonard's life, and then a reduced benefit of 50% will be due for the life of his spouse.

    Upon attainment of 10 years of service with the Company, which will occur in 2008, Mr. Leonard would qualify for retirement under certain Company plans. At this point, he would become eligible to receive additional benefits comparable to those available to other retirees of the Company, such as accelerated vesting of stock options, an extended period to exercise those options, pro-rated payment of annual and long-term incentive awards, and continued health and welfare coverage to the extent available.

    The retention agreement with Mr. Leonard further provides that, subject to certain forfeiture provisions, upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason," as such terms are defined in the agreement, or (b) by reason of Mr. Leonard's death or disability:

    • Entergy will pay to him a lump sum cash severance payment equal to 2.99 times the sum of his base salary plus the lesser of (i) his target annual incentive award or (ii) his applicable annual incentive award, each subject to the provisions of Internal Revenue Code Section 409A;
    • Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;
    • he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals under most circumstances and an assumed maximum achievement of applicable performance goals in the case of a Merger-related termination, as defined in the agreement;
    • all of his previously granted stock options will become fully vested and will remain outstanding for their full ten-year term; and
    • Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

    Mr. Leonard is currently entitled under his retention agreement to his supplemental retirement benefit if he were to leave the Company, as he has attained the age of 55 during 2005.

    Ms. Shanks - The employment agreement with Ms. Shanks provides for her continued employment until 2011. During this period, Ms. Shanks will continue to participate in all executive plans, programs, and arrangements for which she is eligible. In October 2011, Ms. Shanks will become a special project coordinator of Entergy Mississippi or another Entergy System company until 2016. During her tenure as special project coordinator, Ms. Shanks will continue to receive her same rate of annual base salary in effect immediately prior to her assumption of this post, but will forfeit an amount sufficient to fund this salary from amounts that would otherwise be credited to her non-qualified deferral accounts. Commencing in October 2016, Ms. Shanks will be eligible to retire with all of the post-retirement compensation and benefits for which she is eligible.

    During the term of the agreement, Ms. Shanks may resign, or Entergy may terminate her for "cause," as defined in the agreement. In either of those events, Ms. Shanks is due no additional compensation or benefits under the agreement. If there is a "change in control" before October of 2011, she remains eligible for benefits under the System Executive Continuity Plan. If the change in control occurs while Ms. Shanks is a special project coordinator, and Entergy's obligations under this agreement are breached, she receives:

    • a cash payment equal to her remaining unpaid base salary;
    • all other benefits to which she would be entitled had she remained employed until the conclusion of the term of the agreement; and
    • all legal fees and expenses incurred in disputing in good faith any term of the agreement.

    Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion of the Merger (a) by Mr. Smith for "good reason" or by Entergy without "cause," as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

    • Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;
    • he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;
    • all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and
    • Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

    Personnel Committee Interlocks and Insider Participation

    The compensation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy executive officers was set by the Personnel Committee of Entergy Corporation's Board of Directors, composed solely of Directors of Entergy Corporation.

    Item 12. Security Ownership of Certain Beneficial Owners and Management

    Entergy Corporation owns 100% of the outstanding common stock of registrants Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Mississippi, Entergy New Orleans, and System Energy. The information with respect to persons known by Entergy Corporation to be beneficial owners of more than 5% of Entergy Corporation's outstanding common stock is included under the heading "Stockholders Who Own at Least Five Percent" in the Proxy Statement, which information is incorporated herein by reference. The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.

    As of December 31, 2005, the directors, the Named Executive Officers, and the directors and officers as a group for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy, respectively, beneficially owned directly or indirectly common stock of Entergy Corporation as indicated:




    Name

     

    Sole Voting
    and
    Investment
    Power (a)

     


    Other
    Beneficial
    Ownership (b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

                 

    Entergy Corporation

               

    Maureen S. Bateman*

     

    3,300

     

    -

     

    4,000

    W. Frank Blount*

     

    9,984

     

    -

     

    14,400

    Simon D. deBree*

     

    1,921

     

    -

     

    3,037

    Claiborne P. Deming*

     

    12,406

     

    -

     

    2,639

    Leo P. Denault**

     

    1,108

     

    80,690

     

    28,995

    Gary W. Edwards*

     

    200

     

    -

     

    -

    Alexis Herman*

     

    1,500

     

    -

     

    1,600

    Donald C. Hintz*

     

    5,721

     

    480,000

     

    91,067

    J. Wayne Leonard***

     

    13,576

     

    1,570,200

     

    155,311

    Stuart L. Levenick*

     

    200

     

    -

     

    -

    Robert v.d. Luft*

     

    25,072

     

    311,333

     

    10,209

    Kathleen A. Murphy*

     

    3,300 (d)

     

    1,000

     

    4,000

    James R. Nichols*

     

    9,787 (e)

     

    3,684

     

    15,426

    William A. Percy, II* (f)

     

    2,650

     

    -

     

    4,254

    Mark T. Savoff**

     

    308

     

    17,267

     

    213

    Richard J. Smith**

     

    1,129

     

    241,738

     

    58,604

    W. J. Tauzin*

     

    100

     

    -

     

    -

    Gary J. Taylor**

     

    1,235

     

    113,167

     

    12,462

    Steven V. Wilkinson*

     

    1,255

     

    -

     

    1,227

    All directors and executive

               

      officers as a group

     

    105,024

     

    3,180,046

     

    514,077




    Name

     

    Sole Voting
    and
    Investment
    Power (a)

     


    Other
    Beneficial
    Ownership(b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

    Entergy Arkansas

               

    Leo P. Denault***

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Hugh T. McDonald***

     

    5,002

     

    47,787

     

    36,236

    Mark T. Savoff***

     

    308

     

    17,267

     

    213

    Richard J. Smith***

     

    1,129

     

    241,738

     

    58,604

    All directors and executive

               

      officers as a group

     

    33,424

     

    2,452,017

     

    398,454

                 

    Entergy Gulf States

               

    E. Renae Conley***

     

    2,000

     

    126,325

     

    41,630

    Leo P. Denault***

     

    1,108

     

    80,690

     

    28,995

    Joseph F. Domino***

     

    7,454

     

    51,991

     

    12,422

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Mark T. Savoff***

     

    308

     

    17,267

     

    213

    Richard J. Smith***

     

    1,129

     

    241,738

     

    58,604

    All directors and executive

               

      officers as a group

     

    37,876

     

    2,582,546

     

    416,270

                 

    Entergy Louisiana Holdings

               

    Michael D. Bakewell***

     

    3,037

     

    33,751

     

    3,514

    Leo P. Denault**

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Robert A. Malone*

     

    525

     

    2,933

     

    50

    William M. Mohl*

     

    -

     

    4,933

     

    -

    Mark T. Savoff**

     

    308

     

    17,267

     

    213

    Richard J. Smith**

     

    1,129

     

    241,738

     

    58,604

    All directors and executive

               

      officers as a group

     

    31,190

     

    2,425,646

     

    365,782

                 

    Entergy Louisiana, LLC

               

    E. Renae Conley***

     

    2,000

     

    126,325

     

    41,630

    Leo P. Denault***

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Mark T. Savoff***

     

    308

     

    17,267

     

    213

    Richard J. Smith***

     

    1,129

     

    241,738

     

    58,604

    All directors and executive

               

      officers as a group

     

    30,422

     

    2,530,555

     

    403,848

                 

    Entergy Mississippi

               

    Leo P. Denault***

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Mark T. Savoff***

     

    308

     

    17,267

     

    213

    Carolyn C. Shanks***

     

    3,391

     

    20,666

     

    19,217

    Richard J. Smith***

     

    1,129

     

    241,738

     

    58,604

    All directors and executive

               

      officers as a group

     

    31,813

     

    2,424,896

     

    381,435

     




    Name

     

    Sole Voting
    and
    Investment
    Power (a)

     


    Other
    Beneficial
    Ownership(b)

     



    Entergy Corporation
    Stock Equivalent Units (c)

                 

    Entergy New Orleans

               

    Tracie L. Boutte*

     

    1,721

     

    7,666

     

    6

    Leo P. Denault**

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Daniel F. Packer***

     

    565

     

    14,666

     

    5,612

    Mark T. Savoff**

     

    308

     

    17,267

     

    213

    Richard J. Smith**

     

    1,129

     

    241,738

     

    58,604

    Roderick K. West*

     

    626

     

    3,899

     

    -

    All directors and executive

               

      officers as a group

     

    31,334

     

    2,430,461

     

    367,836

                 

    System Energy

               

    Leo P. Denault***

     

    1,108

     

    80,690

     

    28,995

    J. Wayne Leonard**

     

    13,576

     

    1,570,200

     

    155,311

    Steven C. McNeal*

     

    5,524

     

    13,199

     

    2,702

    Mark T. Savoff**

     

    308

     

    17,267

     

    213

    Richard J. Smith**

     

    1,129

     

    241,738

     

    58,604

    Gary J. Taylor***

     

    1,235

     

    113,167

     

    12,462

    All directors and executive

               

      officers as a group

     

    33,406

     

    2,415,997

     

    365,038

    *

    Director of the respective Company

    **

    Named Executive Officer of the respective Company

    ***

    Director and Named Executive Officer of the respective Company

    (a)

    Based on information furnished by the respective individuals. Except as noted, each individual has sole voting and investment power. The number of shares of Entergy Corporation common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding Entergy Corporation common stock.

    (b)

    Other Beneficial Ownership includes, for the Named Executive Officers, shares of Entergy Corporation common stock that may be acquired within 60 days after December 31, 2005, in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan.

    (c)

    Represents the balances of stock equivalent units each executive holds under the deferral provisions of the Equity Ownership Plan and the Defined Contribution Restoration Plan. These units will be paid out in either Common Stock or cash equivalent to the value of one share of Common Stock per unit on the date of payout, including accrued dividends. The deferral period is determined by the individual and is at least two years from the award of the bonus. For directors of Entergy Corporation the stock equivalent units are part of the Service Award for Directors. All non-employee directors are credited with units for each year of service on the Board.

    (d)

    Excludes 1,000 shares of which Ms. Murphy has joint ownership (reported under "Other Beneficial Ownership" column.)

    (e)

    Excludes 3,684 shares that are owned by a charitable foundation that Mr. Nichols controls (reported under "Other Beneficial Ownership" column.)

    (f)

    Excludes 900 shares deferred by Mr. Percy under Equity Ownership Plan.

    Equity Compensation Plan Information

    The Equity Ownership Plan is a shareholder-approved stock-based compensation plan. Entergy also has a Board-approved stock-based compensation plan (Equity Awards Plan). However, effective May 9, 2003, the Board has directed that no further awards can be issued under that plan. As of May 9, 2003, 4,076,628 shares were available for issuance under the Equity Awards Plan. The following table summarizes information about Entergy's stock options awarded under these plans as of December 31, 2005.




    Plan

     


    Number of Securities to
    be Issued Upon Exercise
    of Outstanding Options

     

    Weighted
    Average
    Exercise
    Price

     


    Number of Securities
    Remaining Available for
    Future Issuance

     

     

     

     

     

     

     

    Equity compensation plans
      approved by security holders

     


    6,431,273

     


    $52.41

     


    2,671,186

    Equity compensation plans not
      approved by security holders

     


    4,424,186

     


    $38.64

     


    -

    Total

     

    10,855,459

     

    $46.80

     

    2,671,186

     

    Item 13. Certain Relationships and Related Transactions

    Entergy's Code of Business Conduct and Ethics for Employees provides that any waiver of that Code for executive officers, including a waiver of a conflict of interest, can be made only by the Board, or if the Board so chooses, by a committee of independent directors, and must be promptly disclosed to Entergy's shareholders. Entergy's Code of Business Conduct and Ethics for Members of the Board of Directors provides that any waiver of that Code, including any waiver of a conflict of interest, can be made only by the Board, following a recommendation by the Corporate Governance Committee, and must be promptly disclosed to Entergy's shareholders.

     

    Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

    Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy for the years ended December 31, 2005 and 2004 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting were as follows:

       

    2005

     

    2004

    Entergy Corporation (consolidated)

           

    Audit Fees

     

    $6,020,500

     

    $6,289,500

    Audit-Related Fees (a)

     

    232,000

     

    950,900

             

    Total audit and audit-related fees

     

    6,253,000

     

    7,240,400

    Tax Fees (b)

     

    118,684

     

    62,820

             

    Total Fees (c)

     

    $6,371,184

     

    $7,303,220

             

    Entergy Arkansas

           

    Audit Fees

     

    $725,813

     

    $673,875

    Audit-Related Fees (a)

     

    -

     

    110,810

             

    Total audit and audit-related fees

     

    725,813

     

    784,685

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $725,813

     

    $784,685

             

    Entergy Gulf States

           

    Audit Fees

     

    $941,063

     

    $1,403,875

    Audit-Related Fees (a)

     

    30,000

     

    110,810

             

    Total audit and audit-related fees

     

    971,063

     

    1,514,685

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $971,063

     

    $1,514,685

             

    Entergy Louisiana

           

    Audit Fees

     

    $974,013

     

    $718,875

    Audit-Related Fees (a)

     

    -

     

    110,810

             

    Total audit and audit-related fees

     

    974,013

     

    829,685

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $974,013

     

    $829,685

     

       

    2005

     

    2004

    Entergy Mississippi

           

    Audit Fees

     

    $727,863

     

    $708,875

    Audit-Related Fees (a)

     

    -

     

    110,810

             

    Total audit and audit-related fees

     

    727,863

     

    819,685

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $727,863

     

    $819,685

             

    Entergy New Orleans

           

    Audit Fees

     

    $638,000

     

    $708,875

    Audit-Related Fees (a)

     

    48,000

     

    183,710

             

    Total audit and audit-related fees

     

    686,000

     

    892,585

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $686,000

     

    $892,585

    System Energy

           

    Audit Fees

     

    $578,113

     

    $598,750

    Audit-Related Fees (a)

     

    -

     

    38,500

             

    Total audit and audit-related fees

     

    578,113

     

    637,250

    Tax Fees

     

    -

     

    -

    All Other Fees

     

    -

     

    -

             

    Total Fees (c)

     

    $578,113

     

    $637,250

    (a)

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

    (b)

    Includes fees for tax return review and tax compliance assistance.

    (c)

    100% of fees paid in 2005 and 2004 were pre-approved by the Entergy Corporation Audit Committee.

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

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

    1.

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

    2.

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

    • Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
    • All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service.

    3.

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

    4.

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

    5.

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

     

    PART IV


    Item 15. Exhibits and Financial Statement Schedules

    (a)1.

    Financial Statements and Independent Auditors' Reports for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana Holdings, Entergy Louisiana, LLC, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Table of Contents.

       

    (a)2.

    Financial Statement Schedules

    Report of Independent Registered Public Accounting Firm (see page 424)

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

       

    (a)3.

    Exhibits

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

    ENTERGY CORPORATION

    SIGNATURES

     

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

    ENTERGY CORPORATION


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    J. Wayne Leonard (Chief Executive Officer and Director; Principal Executive Officer); Robert v.d. Luft (Chairman of the Board and Director); Leo P. Denault (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, W. Frank Blount, Simon deBree, Claiborne P. Deming, Gary W. Edwards, Alexis M. Herman, Donald C. Hintz, Stuart L. Levenick, Kathleen A. Murphy, James R. Nichols, William A. Percy, II, W. J. Tauzin, and Steven V. Wilkinson (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

       

    ENTERGY ARKANSAS, INC.

    SIGNATURES

     

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

    ENTERGY ARKANSAS, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and Richard J. Smith (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

    ENTERGY GULF STATES, INC.

    SIGNATURES

     

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

    ENTERGY GULF STATES, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    Joseph F. Domino (Chairman of the Board, President, Chief Executive Officer-Texas, and Director; Principal Executive Officer); E. Renae Conley (President, Chief Executive Officer-Louisiana, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and Richard J. Smith (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

    ENTERGY LOUISIANA HOLDINGS, INC.

    SIGNATURES

     

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

    ENTERGY LOUISIANA HOLDINGS, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    Michael D. Bakewell (President, Chief Executive Officer, and Director; Principal Executive Officer); Robert A. Malone (Treasurer and Director; Principal Financial Officer); William M. Mohl (Director).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

    ENTERGY LOUISIANA, LLC

    SIGNATURES

     

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

    ENTERGY LOUISIANA, LLC


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    E. Renae Conley (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and Richard J. Smith (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

     

    ENTERGY MISSISSIPPI, INC.

    SIGNATURES

     

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

    ENTERGY MISSISSIPPI, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    Carolyn C. Shanks (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Utility Operations Group; Principal Financial Officer); Leo P. Denault, Mark T. Savoff, and Richard J. Smith (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

    ENTERGY NEW ORLEANS, INC.

    SIGNATURES

     

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

    ENTERGY NEW ORLEANS, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

     

    Daniel F. Packer (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Utility Operations Group; Principal Financial Officer); Tracie L. Boutte and Roderick K. West (Directors).

     

    By: /s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

    SYSTEM ENERGY RESOURCES, INC.

    SIGNATURES

     

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

    SYSTEM ENERGY RESOURCES, INC.


    By /s/ Nathan E. Langston
    Nathan E. Langston, Senior Vice President
    and Chief Accounting Officer

    Date: March 9, 2006

     

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

    Signature

    Title

    Date

         
         

    /s/ Nathan E. Langston
    Nathan E. Langston

    Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

    March 9, 2006

     

    Gary J. Taylor (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Theodore H. Bunting, Jr. (Vice President, Chief Financial Officer - Nuclear Operations; Principal Financial Officer); Leo P. Denault and Steven C. McNeal (Directors).

     

    By: &#/s/ Nathan E. Langston
    (Nathan E. Langston, Attorney-in-fact)

    March 9, 2006

     

     

    EXHIBIT 23(a)

    CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement No. 33-54298 of Entergy Corporation and Subsidiaries on Form S-4, Registration Statements No. 333-02503 and 333-22007 of Entergy Corporation and Subsidiaries on Form S-3, Registration Statements No. 333-55692, 333-68950, 333-75097, 333-90914, and 333-98179 of Entergy Corporation and Subsidiaries on Form S-8 of our reports dated March 9, 2006, relating to the consolidated financial statements (which report expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Corporation's change in 2003 in the method of accounting for asset retirement obligations), consolidated financial statement schedules, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Corporation and Subsidiaries for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statements No. 333-00103, 333-05045, 333-109453, and 333-127780 of Entergy Arkansas, Inc. on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of Entergy Arkansas, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Arkansas, Inc.'s change in 2003 in the method of accounting for asset retirement obligations), financial statement schedule, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statements No. 33-49739, 33-51181, 333-60957, 333-109923, and 333-123691 of Entergy Gulf States, Inc. on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of Entergy Gulf States, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Gulf States, Inc.'s change in 2003 in the method of accounting for asset retirement obligations), financial statement schedule, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Gulf States, Inc. for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statements No. 333-01329 and 333-114174 of Entergy Louisiana, LLC on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of Entergy Louisiana, LLC (which report expresses an unqualified opinion and includes an explanatory paragraph regarding Entergy Louisiana, LLC change in 2003 in the method of accounting for asset retirement obligations), financial statement schedule, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Louisiana, LLC for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statements No. 333-110675 and 333-124168 of Entergy Mississippi, Inc. on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of Entergy Mississippi, Inc., financial statement schedule, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statement No. 333-113586 of Entergy New Orleans, Inc. (Debtor-in-Possession) on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of Entergy New Orleans, Inc. (Debtor-in-Possession) (which report expresses an unqualified opinion and includes explanatory paragraphs regarding its filing for reorganization under Chapter 11 of the Federal Bankruptcy Code and the existence of matters that raise substantial doubt about its ability to continue as a going concern), financial statement schedule, and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. (Debtor-in-Possession) for the year ended December 31, 2005.

    We consent to the incorporation by reference in Registration Statements No. 33-47662, 33-61189, and 333-06717 of System Energy Resources, Inc. on Form S-3 of our reports dated March 9, 2006, relating to the financial statements of System Energy Resources, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding System Energy Resources, Inc.'s change in 2003 in the method of accounting for asset retirement obligations), and to management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2005.

     

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    To the Board of Directors and Shareholders of
    Entergy Corporation and Subsidiaries
    Entergy Arkansas, Inc.
    Entergy Gulf States, Inc.
    Entergy Louisiana Holdings, Inc. and Subsidiaries
    Entergy Louisiana, LLC
    Entergy Mississippi, Inc.
    Entergy New Orleans, Inc.

    We have audited the consolidated financial statements of Entergy Corporation and Subsidiaries (the "Corporation") and we have also audited the financial statements of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana Holdings, Inc. and Subsidiaries and Entergy Louisiana, LLC, Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (Debtor-in-Possession), as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005 (collectively the "Companies"). We have also audited management's assessment of the effectiveness of the Corporation's and the respective Companies' internal control over financial reporting as of December 31, 2005, and the effectiveness of the Corporation's and the respective Companies' internal control over financial reporting as of December 31, 2005, and have issued our reports thereon dated March 9, 2006. Our reports on the financial statements of the Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, LLC, and Entergy Louisiana Holdings, Inc. and Subsidiaries, each express an unqualified opinion and include an explanatory paragraph regarding their change in 2003 in the method of accounting for asset retirement obligations. Our report on the financial statements of Entergy New Orleans, Inc (Debtor-in-Possession) expressed an unqualified opinion and includes explanatory paragraphs regarding its filing for reorganization under Chapter 11 of the Federal Bankruptcy Code and the existence of matters that raise substantial doubt about its ability to continue as a going concern. The financial statements described above and our reports thereon are included elsewhere in this 2005 Annual Report on Form 10-K. Our audits also included the financial statement schedules of the Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana Holdings, Inc. and Subsidiaries, Entergy Louisiana, LLC, Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (Debtor-in-Possession) listed in Item 15. These financial statement schedules are the responsibility of the Corporation's and the respective Companies' managements. Our responsibility is to express an opinion based on our audits. We did not audit the financial statements of Entergy-Koch, LP, the Corporation's investment in which is accounted for by use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy-Koch, LP, which earnings were audited by other auditors whose report (which as to 2003 included an explanatory paragraph concerning a change in accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives) has been furnished to us, and our opinion, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

     

    DELOITTE & TOUCHE LLP

     

    New Orleans, Louisiana
    March 9, 2006

     

    INDEX TO FINANCIAL STATEMENT SCHEDULES

    Schedule

     

    Page

         

    I

    Financial Statements of Entergy Corporation:

     
     

      Statements of Income - For the Years Ended December 31, 2005, 2004, and 2003

    S-2

     

      Statements of Cash Flows - For the Years Ended December 31, 2005, 2004, and 2003

    S-3

     

      Balance Sheets, December 31, 2005 and 2004

    S-4

     

      Statements of Retained Earnings, Comprehensive Income, and Paid-In Capital for the
       Years Ended December 31, 2005, 2004, and 2003

    S-5

    II

    Valuation and Qualifying Accounts 2005, 2004 and 2003:

     
     

      Entergy Corporation and Subsidiaries

    S-6

     

      Entergy Arkansas, Inc.

    S-7

     

      Entergy Gulf States, Inc.

    S-8

     

      Entergy Louisiana Holdings, Inc.

    S-9

     

      Entergy Louisiana, LLC

    S-10

     

      Entergy Mississippi, Inc.

    S-11

     

      Entergy New Orleans, Inc.

    S-12


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

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

     

     

    ENTERGY CORPORATION

    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION

    STATEMENTS OF INCOME

    For the Years Ended December 31,

    2005

    2004

    2003

    (In Thousands)

    Income:

      Equity in income of subsidiaries

    $937,975 

    $936,961 

    $945,514 

      Interest on temporary investments

    27,358 

    37,859 

    36,400 

        Total

    965,333 

    974,820 

    981,914 

    Other Expenses (Income) and Deductions:

      Administrative and general expenses

    33,323 

    27,775 

    20,976 

      Reimbursement on Subsidiary Stock Option Expenses

    (84,217)

    (53,613)

    (18,551)

      Income taxes (credit)

    20,315 

    16,544 

    (7,916)

      Taxes other than income

    1,196 

    1,754 

    753 

      Interest

    96,385 

    72,836 

    59,709 

        Total

    67,002  

    65,296 

    54,971 

    Net Income

    $898,331 

    $909,524 

    $926,943 

    See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.

     

     

    ENTERGY CORPORATION

    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION

    STATEMENTS OF CASH FLOWS

    Year to Date December 31,

    2005

    2004

    2003

    (In Thousands)

    Operating Activities:

      Net income

    $898,331 

    $909,524 

    $926,943 

      Noncash items included in net income:

        Equity in earnings of subsidiaries

    (937,975)

    (936,961)

    (945,514)

        Deferred income taxes

    40,873 

    32,316 

    (2,811)

        Depreciation

    372 

    237 

    591 

      Changes in working capital:

        Receivables

    (8,220)

    9,433 

    (878)

        Payables

    4,464 

    (678)

    (9,258)

        Other working capital accounts

    (19,428)

    (237,727)

    174,956 

      Common stock dividends received from subsidiaries

    423,953 

    825,022 

    424,993 

      Other

    24,894 

    55,811 

    95,388 

         Net cash flow provided by operating activities

    427,264 

    656,977 

    664,410 

    Investing Activities:

      Investment in subsidiaries

    (336,869)

    (99,502)

    (254,894)

      Capital expenditures

    (376)

    (460)

    874 

      Change in money pool receivable - net

    (23,989)

    28,574 

    (29,942)

      Changes in other temporary investments

    10,328 

    (10,328)

      Other

    59,719 

    (59,719)

         Net cash flow used in investing activities

    (361,234)

    (1,341)

    (354,009)

    Financing Activities:

      Advances to subsidiaries

    14,009 

    (13,312)

    (7,254)

      Common stock dividends paid

    (453,508)

    (427,901)

    (362,814)

      Repurchase of common stock

    (878,188)

    (1,017,996)

    (8,135)

      Notes receivable to/from associated companies

    (82,026)

    510,113 

    (111,595)

      Proceeds from issuance of common stock

    106,068 

    170,237 

    217,521 

      Proceeds from issuance of long-term debt

    2,698,237 

    2,593,654 

    2,909,387 

      Retirement of long-term debt

    (1,470,000)

    (2,543,654)

    (2,875,000)

         Net cash flow used in financing activities

    (65,408)

    (728,859)

    (237,890)

    Net increase (decrease) in cash and cash equivalents

    622 

    (73,223)

    72,511 

    Cash and cash equivalents at beginning of period

    7,175 

    80,398 

    7,887 

    Cash and cash equivalents at end of period

    $7,797 

    $7,175 

    $80,398 

    See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.

     

     

    ENTERGY CORPORATION

    SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION

    BALANCE SHEETS

    December 31,

    2005

    2004

    ASSETS

    (In Thousands)

    Current Assets:

      Cash and cash equivalents:

        Temporary cash investments - at cost,

          which approximates market

    $7,797

    $7,175

            Total cash and cash equivalents

    7,797

    7,175

      Notes receivable - associated companies

    198,881

    116,855

      Accounts receivable - associated companies

    39,863

    8,506

      Other

    84,303

    62,017

          Total

    330,844

    194,553

    Investment in Wholly-owned Subsidiaries

    9,332,457

    8,734,507

    Deferred Debits and Other Assets

    545,642

    556,643

          Total

    $10,208,943

    $9,485,703

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current Liabilities:

      Accounts payable:

        Associated companies

    $5,062

    $2,190

        Other

    2,047

    1,308

      Other current liabilities

    14,902

    11,536

          Total

    22,011

    15,034

    Deferred Credits and Noncurrent Liabilities

    259,185

    223,982

    Long-term debt

    2,185,000

    950,000

    Shareholders' Equity:

      Common stock, $.01 par value, authorized

        500,000,000 shares; issued 248,174,087 shares

        in 2005 and in 2004

    2,482

    2,482

      Paid-in capital

    4,817,637

    4,835,375

      Retained earnings

    5,428,407

    4,984,302

      Accumulated other comprehensive loss

    (343,819)

    (93,453)

      Less cost of treasury stock (40,644,602 shares in

        2005 and 31,345,028 shares in 2004)

    2,161,960

    1,432,019

           Total common shareholders' equity

    7,742,747

    8,296,687

           Total

    $10,208,943

    $9,485,703

    See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.

     

    ENTERGY CORPORATION

    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL

    For the Years Ended December 31,

    2005

    2004

    2003

    (In Thousands)

    RETAINED EARNINGS

    Retained Earnings - Beginning of period

    $4,984,302 

    $4,502,508 

    $3,938,693 

      Add: Earnings applicable to common stock

    898,331 

    $898,331 

    909,524 

    $909,524 

    926,943 

    $926,943 

      Deduct:

        Dividends declared on common stock

    453,657 

    427,740 

    362,941 

        Capital stock and other expenses

    569 

    (10)

    187 

          Total

    454,226 

    427,730 

    363,128 

    Retained Earnings - End of period

    $5,428,407 

    $4,984,302 

    $4,502,508 

    ACCUMULATED OTHER COMPREHENSIVE  LOSS

    Balance at beginning of period:

      Accumulated derivative instrument fair value changes

    ($141,411)

    ($25,811)

    $17,313 

      Other accumulated comprehensive income (loss) items

    47,958 

    18,016 

    (39,673)

         Total

    (93,453)

    (7,795)

    (22,360)

    Net derivative instrument fair value changes

     arising during the period (net of tax (benefit) of
     ($159,236), ($74,082) and ($27,862))


    (251,203)


    (251,203)


    (115,600)


    (115,600)


    (43,124)

    (43,124)

    Foreign currency translation adjustments (net of tax
     expense of $211, $659, and $1,459)


    602 


    602 


    1,882 


    1,882 


    4,169 

    4,169 

    Minimum pension liability adjustment (net of tax expense
     (benefit) of ($9,176), $1,875, and $503)


    (15,773)


    (15,773)


    2,762 


    2,762 


    1,153 

    1,153 

    Net unrealized investment gains (net of tax expense of
     $10,573, $16,599, and $33,422)


    16,008 


    16,008 


    25,298 


    25,298 


    52,367 

    52,367 

    Balance at end of period:

      Accumulated derivative instrument fair value changes

    ($392,614)

    ($141,411)

    (25,811)

      Other accumulated comprehensive income items

    48,795  

    47,958  

    18,016  

         Total

    ($343,819)

    ($93,453)

    ($7,795)

    Comprehensive Income

    $647,965 

    $823,866 

    $941,508 

    PAID-IN CAPITAL

    Paid-in Capital - Beginning of period

    $4,835,375 

    $4,767,615 

    $4,666,753 

      Add (Deduct):

        Issuance of equity units

    (39,904)

        Common stock issuance related to stock plans

    22,166 

    67,760 

    100,862 

    (17,738)

    67,760 

    100,862 

    Paid-in Capital - End of period

    $4,817,637 

    $4,835,375 

    $4,767,615 

    See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.

     

     

     

    ENTERGY CORPORATION AND SUBSIDIARIES
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
       
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $23,758    $45,169   $12,700   $56,227 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($124,126)   $39,172   $734,239   ($819,193)
      Injuries and damages (Note 2)   35,489    16,691   16,132   36,048 
      Environmental   104,449    1,191   30,232   75,408 
         Total   $15,812    $57,054   $780,603   ($707,737)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $25,976    $5,479   $7,697   $23,758 
     Accumulated Provisions Not                 
    Deducted from Assets:                
      Property insurance   ($123,314)   $49,950   $50,762   ($124,126)
      Injuries and damages (Note 2)   34,189    28,936   27,636   35,489 
      Environmental   76,537    81,652   53,740   104,449 
         Total   ($12,588)   $160,538   $132,138   $15,812 
                     
    Year ended December 31, 2003                
     Accumulated Provisions                 
      Deducted from Assets--                
      Doubtful Accounts   $27,285    $12,598   $13,907   $25,976 
     Accumulated Provisions Not                 
      Deducted from Assets:                
      Property insurance   ($93,941)   $108,221   $137,594   ($123,314)
      Injuries and damages (Note 2)   30,629    29,255   25,695   34,189 
      Environmental   61,488    26,644   11,595   76,537 
         Total   ($1,824)   $164,120   $174,884   ($12,588)
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     
                     
    ENTERGY ARKANSAS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
       
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $11,039    $5,837   $1,099   $15,777 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($29,027)   $4,810   $22,233   ($46,450)
      Injuries and damages (Note 2)   2,613    1,692   2,032   2,273 
      Environmental   1,565    1,454   1,458   1,561 
         Total   ($24,849)   $7,956   $25,723   ($42,616)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $9,020    $3,030   $1,011   $11,039 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($25,283)   $10,476   $14,220   ($29,027)
      Injuries and damages (Note 2)   3,353    2,849   3,589   2,613 
      Environmental   1,729    1,761   1,925   1,565 
         Total   ($20,201)   $15,086   $19,734   ($24,849)
                     
    Year ended December 31, 2003                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $8,031    $2,626   $1,637   $9,020 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($13,789)   $31,452   $42,946   ($25,283)
      Injuries and damages (Note 2)   2,700    2,950   2,297   3,353 
      Environmental   1,624    2,280   2,175   1,729 
         Total   ($9,465)   $36,682   $47,418   ($20,201)
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     
                     
    ENTERGY GULF STATES, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
                     
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $2,687    $3,858   $1,751   $4,794 
     Accumulated Provisions                
      Not Deducted from Assets--                
      Property insurance   ($57,133)   $7,827   $287,887   ($337,193)
      Injuries and damages (Note 2)   8,970    4,032   3,971   9,031 
      Environmental   4,482    2,942   3,129   4,295 
         Total   ($43,681)   $14,801   $294,987   ($323,867)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $4,856    $889   $3,058   $2,687 
     Accumulated Provisions                
      Not Deducted from Assets--                
      Property insurance   ($57,353)   $7,673   $7,453   ($57,133)
      Injuries and damages (Note 2)   11,554    12,288   14,872   8,970 
      Environmental   14,711    20,201   30,430   4,482 
         Total   ($31,088)   $40,162   $52,755   ($43,681)
                     
    Year ended December 31, 2003                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $5,893    $4,484   $5,521   $4,856 
     Accumulated Provisions                
      Not Deducted from Assets--                
      Property insurance   ($45,287)   $26,988   $39,054   ($57,353)
      Injuries and damages (Note 2)   8,284    8,805   5,535   11,554 
      Environmental   15,417    3,319   4,025   14,711 
         Total   ($21,586)   $39,112   $48,614   ($31,088)
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     
                     
    ENTERGY LOUISIANA HOLDINGS, INC. AND SUBSIDIARIES
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
     
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $3,135    $4,435    $1,429   $6,141 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($41,705)   $18,593    $204,453   ($227,565)
      Injuries and damages (Note 2)   10,396    8,319    7,987   10,728 
      Environmental   8,064    (2,981)   1,046   4,037 
         Total   ($23,245)   $23,931    $213,486   ($212,800)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $4,487    $473    $1,825   $3,135 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($40,878)   $20,146    $20,973   ($41,705)
      Injuries and damages (Note 2)   8,537    6,188    4,329   10,396 
      Environmental   7,245    2,589    1,770   8,064 
         Total   ($25,096)   $28,923    $27,072   ($23,245)
                     
    Year ended December 31, 2003                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $4,090    $2,152    $1,755   $4,487 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($39,048)   $36,691    $38,521   ($40,878)
      Injuries and damages (Note 2)   9,114    5,256    5,833   8,537 
      Environmental   8,157    2,441    3,353   7,245 
         Total   ($21,777)   $44,388    $47,707   ($25,096)
                     
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     
                     
    ENTERGY LOUISIANA, LLC
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Year Ended December 31, 2005
    (In Thousands)
     
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $3,135    $4,435    $1,429   $6,141 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($41,705)   $18,593    $204,453   ($227,565)
      Injuries and damages (Note 2)   10,396    8,319    7,987   10,728 
      Environmental   8,064    (2,981)   1,046   4,037 
         Total   ($23,245)   $23,931    $213,486   ($212,800)
                     
                     
       
    ENTERGY MISSISSIPPI, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
       
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $1,126    $1,385   $685   $1,826 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   $2,473    $7,942   $94,087   ($83,672)
      Injuries and damages (Note 2)   5,549    834   1,501   4,882 
      Environmental   890    342   528   704 
         Total   $8,912    $9,118   $96,116   ($78,086)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $1,375    $357   $606   $1,126 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($3,481)   $10,916   $4,962   $2,473 
      Injuries and damages (Note 2)   5,414    2,938   2,803   5,549 
      Environmental   495    1,236   841   890 
         Total   $2,428    $15,090   $8,606   $8,912 
                     
    Year ended December 31, 2003                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $1,633    $587   $845   $1,375 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   ($2,937)   $12,323   $12,867   ($3,481)
      Injuries and damages (Note 2)   7,928    7,410   9,924   5,414 
      Environmental   667    1,482   1,654   495 
         Total   $5,658    $21,215   $24,445   $2,428 
                     
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     
                     
    ENTERGY NEW ORLEANS, INC.
     
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2005, 2004, and 2003
    (In Thousands)
       
    Column A   Column B   Column C   Column D   Column E
                Other    
            Additions   Changes    
                Deductions    
        Balance at       from   Balance
        Beginning   Charged to Income   Provisions   at End
    Description   of Period   or Regulatory Assets   (Note 1)   of Period
    Year ended December 31, 2005                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $3,492   $29,645    $7,715   $25,422 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   $1,267   $0    $123,205   ($121,938)
      Injuries and damages (Note 2)   5,265   1,182    677   5,770 
      Environmental   766   (566)   69   131 
         Total   $7,298   $616    $123,951   ($116,037)
                     
    Year ended December 31, 2004                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $3,104   $612    $224   $3,492 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   $3,682   $739    $3,154   $1,267 
      Injuries and damages (Note 2)   4,077   3,231    2,043   5,265 
      Environmental   663   866    763   766 
         Total   $8,422   $4,836    $5,960   $7,298 
                     
    Year ended December 31, 2003                
     Accumulated Provisions                
      Deducted from Assets--                
      Doubtful Accounts   $4,774   $2,479    $4,149   $3,104 
     Accumulated Provisions Not                
      Deducted from Assets:                
      Property insurance   $7,120   $767    $4,205   $3,682 
      Injuries and damages (Note 2)   2,603   2,514    1,040   4,077 
      Environmental   623   428    388   663 
         Total   $10,346   $3,709    $5,633   $8,422 
                     
    ___________                
    Notes:                
    (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
                     
    (2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
                     
                     

     

    EXHIBIT INDEX

     

    The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the SEC, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 15 of Form 10-K. Reference is made to a duplicate list of exhibits being filed as a part of this Form 10-K, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being physically filed with this Form 10-K.

    (3) Articles of Incorporation and By-laws

    Entergy Corporation

    (a) 1 --

    Certificate of Incorporation of Entergy Corporation dated December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).

       

    (a) 2 --

    By-Laws of Entergy Corporation as amended December 2, 2005, and as presently in effect (3(ii) to Form 8-K dated December 8, 2005 in 1-11299).

    System Energy

    (b) 1 --

    Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-5399).

       

    (b) 2 --

    By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067).

    Entergy Arkansas

    (c) 1 --

    Amended and Restated Articles of Incorporation of Entergy Arkansas, as amended, effective August 22, 2005 (3(ii) to Form 8-K dated August 22, 2005 in 1-10764).

       

    (c) 2 --

    By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764).

    Entergy Gulf States

    (d) 1 --

    Restated Articles of Incorporation of Entergy Gulf States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year ended December 31, 1999 in 1-27031).

       

    (d) 2 --

    By-Laws of Entergy Gulf States effective November 26, 1999, and as presently in effect (3(ii)(d) to Form 10-K for the year ended December 31, 1999 in 1-27031).

    Entergy Louisiana Holdings, Inc.

    *(e) 1 --

    Amended and Restated Articles of Incorporation of Entergy Louisiana Holdings, Inc. effective March 8, 2006.

       

    (e) 2 --

    By-Laws of Entergy Louisiana Holdings, Inc. effective December 31, 2005, and as presently in effect (3(b) to Form 8-K dated January 6, 2006 in 1-8474).

    Entergy Louisiana, LLC

    (f) 1 --

    Articles of Organization of Entergy Louisiana, LLC effective December 31, 2005 (3(c) to Form 8-K dated January 6, 2006 in 1-32718).

       

    (f) 2 --

    Regulations of Entergy Louisiana, LLC effective December 31, 2005, and as presently in effect (3(d) to Form 8-K dated January 6, 2006 in 1-32718).

    Entergy Mississippi

    (g) 1 --

    Amended and Restated Articles of Incorporation of Entergy Mississippi effective June 21, 2005 (A-1(b) to Rule 24 Certificate dated February 6, 2006 in 70-10157).

       

    (g) 2 --

    By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320).

    Entergy New Orleans

    (h) 1 --

    Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599).

       

    (h) 2 --

    By-Laws of Entergy New Orleans effective November 30, 1999, and as presently in effect (3(b) to Form S-3 in File No. 333-95599).

     

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

    Entergy Corporation

    (a) 1 --

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

       

    (a) 2 --

    Credit Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (4(d) to Form 10-Q for the quarter ended June 30, 2005 in 1-11299).

       

    (a) 3 --

    Amendment dated as of September 22, 2005, to the Credit Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (4(a) to Form 8-K dated September 28, 2005 in 1-11299).

       

    (a) 4 --

    Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (4(f) to Form 10-Q for the quarter ended June 30, 2005 in 1-11299).

       

    (a) 5 --

    Amendment dated as of September 21, 2005, to the Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (4(b) to Form 8-K dated September 28, 2005 in 1-11299).

       

    (a) 6 --

    Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (4(g) to Form 10-Q for the quarter ended June 30, 2005 in 1-11299).

       

    (a) 7 --

    Amendment dated as of September 21, 2005, to the Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent (4(c) to Form 8-K dated September 28, 2005 in 1-11299).

       

    (a) 8 --

    DIP Credit Agreement, dated as of September 26, 2005, between Entergy New Orleans, Inc., as a debtor-in-possession and Entergy Corporation, as Lender (4(d) to Form 8-K dated September 28, 2005 in 1-11299).

       

    (a) 9 --

    Credit Agreement, dated as of December 7, 2005, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Mellon Bank, N.A., and Mizuho Corporate Bank Limited, and Citibank, N.A., as Administrative Agent and LC Issuing Bank (4 to Form 8-K dated December 13, 2005 in 1-11299).

       

    (a) 10 --

    Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).

       

    *(a) 11 --

    Supplemental No. 1, dated as of December 20, 2005, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee.

       

    *(a) 12 --

    Purchase Contract and Pledge Agreement, dated as of December 20, 2005, among Entergy Corporation, The Bank of New York, as Purchase Contract Agent, and JP Morgan Chase Bank, N.A., as Collateral Agent, Custodial Agent, and Securities Intermediary.

       

    *(a) 13 --

    Remarketing Agreement, dated as of December 20, 2005, among Entergy Corporation, Citigroup Global Markets, Inc., and The Bank of New York.

       

    (a) 14 --

    Officer' Certificate for Entergy Corporation relating to 7.75% Senior Notes due December 15, 2009 (10(a)5 to Form 10-K for the year ended December 31, 2002 in 1-11299).

       

    (a) 15 --

    Officer' Certificate for Entergy Corporation relating to 6.17% Senior Notes due March 15, 2008 (4(c) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

       

    (a) 16 --

    Officer' Certificate for Entergy Corporation relating to 7.06% Senior Notes due March 15, 2011 (4(d) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

       

    (a) 17 --

    Officer' Certificate for Entergy Corporation relating to 6.58% Senior Notes due May 15, 2010 (4(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

       

    (a) 18 --

    Officer' Certificate for Entergy Corporation relating to 6.13% Senior Notes due September 15, 2008 (4(a) to Form 10-Q for the quarter ended September 30, 2003 in 1-11299).

       

    (a) 19 --

    Officer' Certificate for Entergy Corporation relating to 6.23% Senior Notes due March 15, 2008 (4(a)9 to Form 10-K for the year ended December 31, 2003 in 1-11299).

       

    (a) 20 --

    Officer' Certificate for Entergy Corporation relating to 6.90% Senior Notes due November 15, 2010 (4(a)10 to Form 10-K for the year ended December 31, 2003 in 1-11299).

     

    System Energy

    (b) 1 --

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

       

    (b) 2 --

    Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-3(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

       

    (b) 3 --

    Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-4(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

    Entergy Arkansas

    (c) 1 --

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

     

    Entergy Gulf States

    (d) 1 --

    Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-27031 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-27031 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1-27031 (Fifty-sixth); 4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); 4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty-ninth); A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth); A-2(b) to Rule 24 Certificate dated November 18, 2002 in 70-9751 (Sixty-first); A-2(c) to Rule 24 Certificate dated December 6, 2002 in 70-9751 (Sixty-second); A-2(d) to Rule 24 Certificate dated June 16, 2003 in 70-9751 (Sixty-third); A-2(e) to Rule 24 Certificate dated June 27, 2003 in 70-9751 (Sixty-fourth); A-2(f) to Rule 24 Certificate dated July 11, 2003 in 70-9751 (Sixty-fifth); A-2(g) to Rule 24 Certificate dated July 28, 2003 in 70-9751 (Sixty-sixth); A-3(i) to Rule 24 Certificate dated November 4, 2004 in 70-10158 (Sixty-seventh); A-3(ii) to Rule 24 Certificate dated November 23, 2004 in 70-10158 (Sixty-eighth); A-3(iii) to Rule 24 Certificate dated February 16, 2005 in 70-10158 (Sixty-ninth); A-3(iv) to Rule 24 Certificate dated June 2, 2005 in 70-10158 (Seventieth); A-3(v) to Rule 24 Certificate dated July 21, 2005 in 70-10158 (Seventy-first); A-3(vi) to Rule 24 Certificate dated October 7, 2005 in 70-10158 (Seventy-second); and A-3(vii) to Rule 24 Certificate dated December 19, 2005 in 70-10158 (Seventy-third)).

       

    (d) 2 --

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

    Entergy Louisiana, LLC

    (e) 1 --

    Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by sixty-four Supplemental Indentures (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth); A-3(a) to Rule 24 Certificate dated March 30, 2004 in 70-10086 (Fifty-seventh); A-3(b) to Rule 24 Certificate dated October 15, 2004 in 70-10086 (Fifty-eighth); A-3(c) to Rule 24 Certificate dated October 26, 2004 in 70-10086 (Fifty-ninth); A-3(d) to Rule 24 Certificate dated May 18, 2005 in 70-10086 (Sixtieth); A-3(e) to Rule 24 Certificate dated August 25, 2005 in 70-10086 (Sixty-first); A-3(f) to Rule 24 Certificate dated October 31, 2005 in 70-10086 (Sixty-second); B-4(i) to Rule 24 Certificate dated January 10, 2006 (Sixty-third); and B-4(ii) to Rule 24 Certificate dated January 10, 2006 (Sixty-fourth)).

       

    (e) 2 --

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

       

    (e) 3 --

    Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-2 in Registration No. 33-30660), as supplemented by Lease Supplemental No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 2, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 3 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

       

    (e) 4 --

    Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-3 in Registration No. 33-30660), as supplemented by Lease Supplemental No. 1 dated as of July 1, 1997 (attached to Refunding Agreement No. 3, dated as of June 27, 1997, with such Refunding Agreement filed as Exhibit 4 to Current Report on Form 8-K, dated July 14, 1997 in 1-8474).

    Entergy Mississippi

    (f) 1 --

    Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by twenty-five Supplemental Indentures (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate dated November 24, 1992 in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); (A-2(l) to Rule 24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth)).

    Entergy New Orleans

    (g) 1 --

    Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by fourteen Supplemental Indentures (A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth); 4(a) to Form 8-K dated March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth); 4(b) to Form 10-Q for the quarter ended September 30, 2002 in 0-5807 (Tenth); 4(k) to Form 10-Q for the quarter ended June 30, 2003 in 0-5807 (Eleventh); 4(a) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Twelfth); 4(b) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Thirteenth); and 4(e) to Form 10-Q for the quarter ended June 30, 2005 in 0-5807 (Fourteenth)).

     

    (10) Material Contracts

    Entergy Corporation

    (a) 1 --

    Agreement, dated April 23, 1982, among certain System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (a) 2 --

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

       

    (a) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (a) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (a) 5 --

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

       

    (a) 6 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

       

    (a) 7 --

    Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

       

    (a) 8 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    (a) 9 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(a)9 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    (a) 10 --

    Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).

       

    (a) 11 --

    First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).

       

    (a) 12 --

    Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).

       

    (a) 13 --

    Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).

       

    (a) 14 --

    Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).

       

    (a) 15 --

    Eighteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

       

    (a) 16 --

    Nineteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

       

    (a) 17 --

    Twenty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).

       

    (a) 18 --

    Twenty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).

       

    (a) 19 --

    Twenty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).

       

    (a) 20 --

    Thirtieth Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

       

    (a) 21 --

    Thirty-first Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

       

    (a) 22 --

    Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2002, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24 Certificate dated October 4, 2001 in 70-9753).

       

    (a) 23 --

    Amendment to the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of December 15, 2005 (B-5(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

       

    (a) 24 --

    Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A (10(a)25 to Form 10-K for the year ended December 31, 2003 in 1-11299).

       

    (a) 25 --

    First Amendment to Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 17, 2004 (10(a)24 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    (a) 26 --

    Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).

       

    (a) 27 --

    First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).

       

    (a) 28 --

    Eighteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

       

    (a) 29 --

    Nineteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).

       

    (a) 30 --

    Twenty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).

       

    (a) 31 --

    Twenty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).

       

    (a) 32 --

    Twenty-ninth Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).

       

    (a) 33 --

    Thirtieth Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

       

    (a) 34 --

    Thirty-first Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).

       

    (a) 35 --

    Thirty-fourth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2002, among Entergy Corporation, System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to Rule 24 Certificate dated October 4, 2002 in 70-9753).

       

    (a) 36 --

    Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A (10(a)38 to Form 10-K for the year ended December 31, 2003 in 1-11299).

       

    (a) 37 --

    First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7026).

       

    (a) 38 --

    First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).

       

    (a) 39 --

    First Amendment to Supplementary Capital Funds Agreement and Assignment, dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8, 1989 in 70-7561).

       

    (a) 40 --

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

       

    (a) 41 --

    Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).

       

    (a) 42 --

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

       

    (a) 43 --

    Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

       

    (a) 44 --

    Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

       

    (a) 45 --

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

       

    (a) 46 --

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

       

    (a) 47 --

    Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-3517).

       

    (a) 48 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (a) 49 --

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

       

    (a) 50 --

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

       

    (a) 51 --

    Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (a) 52 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

       

    (a) 53 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (a) 54 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (a) 55 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    (a) 56 --

    Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

       

    (a) 57 --

    Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

       

    (a) 58 --

    Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70- 7757).

       

    (a) 59 --

    Loan Agreement between Entergy Operations and Entergy Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

       

    (a) 60 --

    Loan Agreement between Entergy Power and Entergy Corporation, dated as of August 28, 1990 (A-4(b) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

       

    (a) 61 --

    Loan Agreement between Entergy Corporation and Entergy Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule 24 Certificate in 70-7947).

       

    +(a) 62 --

    Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 63 --

    Amended and Restated Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

       

    +(a) 64 --

    Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).

       

    +(a) 65 --

    Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).

       

    +(a) 66 --

    Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).

       

    +(a) 67 --

    Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 68 --

    Amendment, effective December 28, 2001, to the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 69 --

    Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 70 --

    Amendment, effective December 28, 2001, to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 71 --

    Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 72 --

    Amended and Restated Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

       

    +(a) 73 --

    Equity Awards Plan of Entergy Corporation and Subsidiaries, effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 74 --

    Amendment, effective December 7, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 75 --

    Amendment, effective December 10, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the quarter ended March 31, 2002 in 1-11299).

       

    +(a) 76 --

    Restatement of System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of March 8, 2004 (10(d) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    +(a) 77--

    First Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)76 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    +(a) 78 --

    Second Amendment of the System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective April 15, 2005 (10(a) to Form 10-Q for the quarter ended March 31, 2005 in 1-11299).

       

    +(a) 79 --

    System Executive Continuity Plan II of Entergy Corporation and Subsidiaries, effective March 8, 2004 (10(e) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    +(a) 80 --

    First Amendment of the System Executive Continuity Plan II of Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)78 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    +(a) 81 --

    Post-Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 82 --

    Amendment, effective December 28, 2001, to the Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 83 --

    Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 84 --

    Amendment, effective December 28, 2001, to the Pension Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 85 --

    Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 86 --

    Executive Income Security Plan of Gulf States Utilities Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 87 --

    System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 88 --

    Amendment, effective December 28, 2001, to the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 89 --

    Retention Agreement effective October 27, 2000 between J. Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year ended December 31, 2000 in 1-11299).

       

    +(a) 90 --

    Amendment to Retention Agreement effective March 8, 2004 between J. Wayne Leonard and Entergy Corporation (10(c) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    *+(a) 91 --

    Amendment to Retention Agreement effective December 30, 2005 between J. Wayne Leonard and Entergy Corporation.

       

    +(a) 92 --

    Retention Agreement effective January 22, 2001 between Richard J. Smith and Entergy Services, Inc (10(a)87 to Form 10-K for the year ended December 31, 2000 in 1-11299).

       

    +(a) 93 --

    Employment Agreement effective August 7, 2001 between Curt L. Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended December 31, 2001 in 1-11299).

       

    +(a) 94 --

    Agreement of Limited Partnership of Entergy-Koch, LP among EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc. dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December 31, 2000 in 1-11299).

       

    +(a) 95 --

    Employment Agreement effective April 15, 2003 between Robert D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).

       

    +(a) 96 --

    Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services (10(a)99 to Form 10-K for the year ended December 31, 2003 in 1-11299).

       

    +(a) 97 --

    Employment Agreement effective February 9, 1999 between Leo P. Denault and Entergy Services (10(a) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    +(a) 98 --

    Amendment to Employment Agreement effective March 5, 2004 between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    +(a) 99 --

    Shareholder Approval of Future Severance Agreements Policy, effective March 8, 2004 (10(f) to Form 10-Q for the quarter ended March 31, 2004 in 1-11299).

       

    (a) 100 --

    Consulting Agreement effective May 4, 2004 between Hintz & Associates, LLC and Entergy Services, Inc. (10(d) to Form 10-Q for the quarter ended June 30, 2004 in 1-11299).

       

    +(a) 101 --

    Form of Stock Option Grant Agreement Letter, as of December 31, 2004 (99.1 to Form 8-K dated January 26, 2005 in 1-11299).

       

    +(a) 102 --

    Form of Long Term Incentive Plan Performance Unit Grand Letter, as of December 31, 2004 (99.2 to Form 8-K dated January 26, 2005 in 1-11299).

       

    +(a) 103 --

    Summary of Executive Officer and Director Compensation (10(a)100 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    +(a) 104 --

    Terms of Restricted Stock Grants for Outside Directors (10(a)101 to Form 10-K for the year ended December 31, 2004 in 1-11299).

       

    +(a) 105 --

    Summary of Outside Director Compensation and Benefits for Entergy Corporation, as of July 29, 2005 (10(a) to Form 10-Q for the quarter ended September 30, 2005 in 1-11299).

    System Energy

    (b) 1 through
    (b) 16 -- See 10(a)10 through 10(a)25 above.
     
    (b) 17 through
    (b) 30 -- See 10(a)26 through 10(a)39 above.
     

    (b) 31 --

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

       

    (b) 32 --

    Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).

       

    (b) 33 --

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

       

    (b) 34 --

    Amended and Restated Installment Sale Agreement, dated as of February 15, 1996, between System Energy and Claiborne County, Mississippi (B-6(a) to Rule 24 Certificate dated March 4, 1996 in 70-8511).

       

    (b) 35 --

    Loan Agreement, dated as of October 15, 1998, between System Energy and Mississippi Business Finance Corporation (B-6(b) to Rule 24 Certificate dated November 12, 1998 in 70-8511).

       

    (b) 36 --

    Loan Agreement, dated as of May 15, 1999, between System Energy and Mississippi Business Finance Corporation (B-6(c) to Rule 24 Certificate dated June 8, 1999 in 70-8511).

       

    (b) 37 --

    Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-3(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

       

    (b) 38 --

    Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561), Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215), and Lease Supplement No. 3 dated as of May 1, 2004 (B-4(d) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

       

    (b) 39 --

    Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

       

    (b) 40 --

    Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).

       

    (b) 41 --

    Collateral Trust Indenture, dated as of May 1, 2004, among GG1C Funding Corporation, System Energy, and Deutsche Bank Trust Company Americas, as Trustee (A-3(a) to Rule 24 Certificate dated June 4, 2004 in 70-10182), as supplemented by Supplemental Indenture No. 1 dated May 1, 2004, (A-4(a) to Rule 24 Certificate dated June 4, 2004 in 70-10182).

       

    (b) 42 --

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

       

    (b) 43 --

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

       

    (b) 44 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (b) 45 --

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

       

    (b) 46 --

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

       

    (b) 47 --

    Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(b) to Rule 24 Certificate dated March 3, 1989 in 70-7604).

       

    (b) 48 --

    System Energy's Consent, dated January 31, 1995, pursuant to Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(c) to Rule 24 Certificate dated February 13, 1995 in 70-7604).

       

    (b) 49 --

    Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).

       

    (b) 50 --

    Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).

       

    (b) 51 --

    Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).

       

    (b) 52 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (b) 53 --

    First Amendment, dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

       

    (b) 54 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (b) 55 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (b) 56 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    (b) 57 --

    Service Agreement with Entergy Services, dated as of July 16, 1974, as amended (10(b)43 to Form 10-K for the year ended December 31, 1988 in 1-9067).

       

    (b) 58 --

    Amendment, dated January 1, 2004, to Service Agreement with Entergy Services (10(b)57 to Form 10-K for the year ended December 31, 2004 in 1-9067).

       

    (b) 59 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(b)58 to Form 10-K for the year ended December 31, 2004 in 1-9067).

       

    (b) 60 --

    Operating Agreement between Entergy Operations and System Energy, dated as of June 6, 1990 (B-3(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

       

    (b) 61 --

    Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

       

    (b) 62 --

    Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among System Energy Resources, Inc., Union Bank of California, N.A., as administrating bank and funding bank, Keybank National Association, as syndication agent, Banc One Capital Markets, Inc., as documentation agent, and the Banks named therein, as Participating Banks (10(b)63 to Form 10-K for the year ended December 31, 2003 in 1-9067).

       

    (b) 63 --

    Amendment to Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003 (10(b)62 to Form 10-K for the year ended December 31, 2004 in 1-9067).

       

    (b) 64 --

    First Amendment and Consent, dated as of May 3, 2004, to Letter of Credit and Reimbursement Agreement (10(b)63 to Form 10-K for the year ended December 31, 2004 in 1-9067).

       

    (b) 65 --

    Second Amendment and Consent, dated as of December 17, 2004, to Letter of Credit and Reimbursement Agreement (99 to Form 8-K dated December 22, 2004 in 1-9067).

    Entergy Arkansas

    (c) 1 --

    Agreement, dated April 23, 1982, among Entergy Arkansas and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (c) 2 --

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

       

    (c) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (c) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (c) 5 --

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

       

    (c) 6 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).

       

    (c) 7 --

    Amendment, dated April 27, 1984, to Service Agreement, with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

       

    (c) 8 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 to Form 10-K for the year ended December 31, 2002 in 1-10764).

       

    (c) 9 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(c)9 to Form 10-K for the year ended December 31, 2004 in 1-10764).

       
    (c) 10 through
    (c) 25 -- See 10(a)10 through 10(a)25 above.
     

    (c) 26 --

    Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPA)(13(h) in 2-11467).

       

    (c) 27 --

    Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)2 in 2-41080).

       

    (c) 28 --

    Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)3 in 2-41080).

       

    (c) 29 --

    Amendment, dated September 5, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)4 in 2-41080).

       

    (c) 30 --

    Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)5 in 2-41080).

       

    (c) 31 --

    Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)6 in 2-41080).

       

    (c) 32 --

    Amendment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)7 in 2-41080).

       

    (c) 33 --

    Amendment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)8 in 2-41080).

       

    (c) 34 --

    Amendment, dated October 14, 1971, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)9 in 2-43175).

       

    (c) 35 --

    Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)10 in 2-60233).

       

    (c) 36 --

    Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).

       

    (c) 37 --

    Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)1 in 2-60233).

       

    (c) 38 --

    Contract, dated May 28, 1943, Amendment to Contract, dated July 21, 1949, and Supplement to Amendment to Contract, dated December 30, 1949, between Entergy Arkansas and McKamie Gas Cleaning Company; Agreements, dated as of September 30, 1965, between Entergy Arkansas and former stockholders of McKamie Gas Cleaning Company; and Letter Agreement, dated June 22, 1966, by Humble Oil & Refining Company accepted by Entergy Arkansas on June 24, 1966 (5(k)7 in 2-41080).

       

    (c) 39 --

    Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (B-1(b) to Rule 24 Certificate in 70-7571).

       

    (c) 40 --

    White Bluff Operating Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-2(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).

       

    (c) 41 --

    White Bluff Ownership Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).

       

    (c) 42 --

    Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)3 in 2-66235).

       

    (c) 43 --

    Transmission Agreement, dated August 2, 1977, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)3 in 2-60233).

       

    (c) 44 --

    Power Coordination, Interchange and Transmission Service Agreement, dated as of June 27, 1977, between Arkansas Electric Cooperative Corporation and Entergy Arkansas (5(r)4 in 2-60233).

       

    (c) 45 --

    Independence Steam Electric Station Operating Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)6 in 2-66235).

       

    (c) 46 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 1-10764).

       

    (c) 47 --

    Independence Steam Electric Station Ownership Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)7 in 2-66235).

       

    (c) 48 --

    Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)7(a) in 2-66235).

       

    (c) 49 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 1-10764).

       

    (c) 50 --

    Owner's Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 1-10764).

       

    (c) 51 --

    Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 1-10764).

       

    (c) 52 --

    Power Coordination, Interchange and Transmission Service Agreement, dated as of July 31, 1979, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)8 in 2-66235).

       

    (c) 53 --

    Power Coordination, Interchange and Transmission Agreement, dated as of June 29, 1979, between City of Conway, Arkansas and Entergy Arkansas (5(r)9 in 2-66235).

       

    (c) 54 --

    Agreement, dated June 21, 1979, between Entergy Arkansas and Reeves E. Ritchie (10(b)90 to Form 10-K for the year ended December 31, 1980 in 1-10764).

       

    (c) 55 --

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

       

    (c) 56 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (c) 57 --

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

       

    (c) 58 --

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

       

    (c) 59 --

    Contract For Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated June 30, 1983, among the DOE, System Fuels and Entergy Arkansas (10(b)57 to Form 10-K for the year ended December 31, 1983 in 1-10764).

       

    (c) 60 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (c) 61 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

       

    (c) 62 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (c) 63 --

    Third Amendment dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (c) 64 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    (c) 65 --

    Assignment of Coal Supply Agreement, dated December 1, 1987, between System Fuels and Entergy Arkansas (B to Rule 24 letter filing dated November 10, 1987 in 70-5964).

       

    (c) 66 --

    Coal Supply Agreement, dated December 22, 1976, between System Fuels and Antelope Coal Company (B-1 in 70-5964), as amended by First Amendment (A to Rule 24 Certificate in 70-5964); Second Amendment (A to Rule 24 letter filing dated December 16, 1983 in 70-5964); and Third Amendment (A to Rule 24 letter filing dated November 10, 1987 in 70-5964).

       

    (c) 67 --

    Operating Agreement between Entergy Operations and Entergy Arkansas, dated as of June 6, 1990 (B-1(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

       

    (c) 68 --

    Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

       

    (c) 69 --

    Agreement for Purchase and Sale of Independence Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-3(c) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

       

    (c) 70 --

    Agreement for Purchase and Sale of Ritchie Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-4(d) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

       

    (c) 71 --

    Ritchie Steam Electric Station Unit No. 2 Operating Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-5(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

       

    (c) 72 --

    Ritchie Steam Electric Station Unit No. 2 Ownership Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-6(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).

       

    (c) 73 --

    Power Coordination, Interchange and Transmission Service Agreement between Entergy Power and Entergy Arkansas, dated as of August 28, 1990 (10(c)71 to Form 10-K for the year ended December 31, 1990 in 1-10764).

       

    (c) 74 --

    Loan Agreement dated June 15, 1993, between Entergy Arkansas and Independence Country, Arkansas (B-1(a) to Rule 24 Certificate dated July 9, 1993 in 70-8171).

       

    (c) 75 --

    Loan Agreement dated June 15, 1994, between Entergy Arkansas and Jefferson County, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1994 in 70-8405).

       

    (c) 76 --

    Loan Agreement dated June 15, 1994, between Entergy Arkansas and Pope County, Arkansas (B-1(b) to Rule 24 Certificate in 70-8405).

       

    (c) 77 --

    Loan Agreement dated November 15, 1995, between Entergy Arkansas and Pope County, Arkansas (10(c)96 to Form 10-K for the year ended December 31, 1995 in 1-10764).

       

    (c) 78 --

    Loan Agreement dated December 1, 1997, between Entergy Arkansas and Jefferson County, Arkansas (10(c)100 to Form 10-K for the year ended December 31, 1997 in 1-10764).

       

    (c) 79 --

    Refunding Agreement, dated December 1, 2001, between Entergy Arkansas and Pope Country, Arkansas (10(c)81 to Form 10-K for the year ended December 31, 2001 in 1-10764).

    Entergy Gulf States

    (d) 1 --

    Guaranty Agreement, dated August 1, 1992, between Entergy Gulf States and Hibernia National Bank, relating to Pollution Control Revenue Refunding Bonds of the Industrial Development Board of the Parish of Calcasieu, Inc. (Louisiana) (10-1 to Form 10-K for the year ended December 31, 1992 in 1-27031).

       

    (d) 2 --

    Guaranty Agreement, dated January 1, 1993, between Entergy Gulf States and Hancock Bank of Louisiana, relating to Pollution Control Revenue Refunding Bonds of the Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-K for the year ended December 31, 1992 in 1-27031).

       

    (d) 3 --

    Deposit Agreement, dated as of December 1, 1983 between Entergy Gulf States, Morgan Guaranty Trust Co. as Depositary and the Holders of Depository Receipts, relating to the Issue of 900,000 Depositary Preferred Shares, each representing 1/2 share of Adjustable Rate Cumulative Preferred Stock, Series E-$100 Par Value (4-17 to Form 10-K for the year ended December 31, 1983 in 1-27031).

       

    (d) 4 --

    Agreement effective February 1, 1964, between Sabine River Authority, State of Louisiana, and Sabine River Authority of Texas, and Entergy Gulf States, Central Louisiana Electric Company, Inc., and Louisiana Power & Light Company, as supplemented (B to Form 8-K dated May 6, 1964, A to Form 8-K dated October 5, 1967, A to Form 8-K dated May 5, 1969, and A to Form 8-K dated December 1, 1969 in 1-27031).

       

    (d) 5 --

    Joint Ownership Participation and Operating Agreement regarding River Bend Unit 1 Nuclear Plant, dated August 20, 1979, between Entergy Gulf States, Cajun, and SRG&T; Power Interconnection Agreement with Cajun, dated June 26, 1978, and approved by the REA on August 16, 1979, between Entergy Gulf States and Cajun; and Letter Agreement regarding CEPCO buybacks, dated August 28, 1979, between Entergy Gulf States and Cajun (2, 3, and 4, respectively, to Form 8-K dated September 7, 1979 in 1-27031).

       

    (d) 6 --

    Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, as amended (3 to Form 8-K dated August 19, 1980 and A-3-b to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).

       

    (d) 7 --

    Lease and Sublease Agreement, dated August 15, 1980, between Statmont and Entergy Gulf States, as amended (4 to Form 8-K dated August 19, 1980 and A-3-c to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).

       

    (d) 8 --

    Lease Agreement, dated September 18, 1980, between BLC Corporation and Entergy Gulf States (1 to Form 8-K dated October 6, 1980 in 1-27031).

       

    (d) 9 --

    Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K dated January 29, 1981 in 1-27031).

       

    (d) 10 --

    Agreement of Joint Ownership Participation between SRMPA, SRG&T and Entergy Gulf States, dated June 6, 1980, for Nelson Station, Coal Unit #6, as amended (8 to Form 8-K dated June 11, 1980, A-2-b to Form 10-Q for the quarter ended June 30, 1982; and 10-1 to Form 8-K dated February 19, 1988 in 1-27031).

       

    (d) 11 --

    Agreements between Southern Company and Entergy Gulf States, dated February 25, 1982, which cover the construction of a 140-mile transmission line to connect the two systems, purchase of power and use of transmission facilities (10-31 to Form 10-K for the year ended December 31, 1981 in 1-27031).

       

    (d) 12 --

    Transmission Facilities Agreement between Entergy Gulf States and Mississippi Power Company, dated February 28, 1982, and Amendment, dated May 12, 1982 (A-2-c to Form 10-Q for the quarter ended March 31, 1982 in 1-27031) and Amendment, dated December 6, 1983 (10-43 to Form 10-K for the year ended December 31, 1983 in 1-27031).

       

    (d) 13 --

    First Amended Power Sales Agreement, dated December 1, 1985 between Sabine River Authority, State of Louisiana, and Sabine River Authority, State of Texas, and Entergy Gulf States, Central Louisiana Electric Co., Inc., and Louisiana Power and Light Company (10-72 to Form 10-K for the year ended December 31, 1985 in 1-27031).

       

    +(d) 14 --

    Deferred Compensation Plan for Directors of Entergy Gulf States and Varibus Corporation, as amended January 8, 1987, and effective January 1, 1987 (10-77 to Form 10-K for the year ended December 31, 1986 in 1-27031). Amendment dated December 4, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).

       

    +(d) 15 --

    Trust Agreement for Deferred Payments to be made by Entergy Gulf States pursuant to the Executive Income Security Plan, by and between Entergy Gulf States and Bankers Trust Company, effective November 1, 1986 (10-78 to Form 10-K for the year ended December 31, 1986 in 1-27031).

       

    +(d) 16 --

    Trust Agreement for Deferred Installments under Entergy Gulf States' Management Incentive Compensation Plan and Administrative Guidelines by and between Entergy Gulf States and Bankers Trust Company, effective June 1, 1986 (10-79 to Form 10-K for the year ended December 31, 1986 in 1-27031).

       

    +(d) 17 --

    Nonqualified Deferred Compensation Plan for Officers, Nonemployee Directors and Designated Key Employees, effective December 1, 1985, as amended, continued and completely restated effective as of March 1, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).

       

    +(d) 18 --

    Trust Agreement for Entergy Gulf States' Nonqualified Directors and Designated Key Employees by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective July 1, 1991 (10-4 to Form 10-K for the year ended December 31, 1992 in 1-27031).

       

    (d) 19 --

    Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States related to the leaseback of the Lewis Creek generating station (10-83 to Form 10-K for the year ended December 31, 1988 in 1-27031).

       

    (d) 20 --

    Nuclear Fuel Lease Agreement between Entergy Gulf States and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-27031).

       

    (d) 21 --

    Trust and Investment Management Agreement between Entergy Gulf States and Morgan Guaranty and Trust Company of New York (the "Decommissioning Trust Agreement") with respect to decommissioning funds authorized to be collected by Entergy Gulf States, dated March 15, 1989 (10-66 to Form 10-K for the year ended December 31, 1988 in 1-27031).

       

    (d) 22 --

    Amendment No. 2 dated November 1, 1995 between Entergy Gulf States and Mellon Bank to Decommissioning Trust Agreement (10(d)31 to Form 10-K for the year ended December 31, 1995 in 1-27031).

       

    (d) 23 --

    Amendment No. 3 dated March 5, 1998 between Entergy Gulf States and Mellon Bank to Decommissioning Trust Agreement (10(d)23 to Form 10-K for the year ended December 31, 2004 in 1-27031).

       

    (d) 24 --

    Amendment No. 4 dated December 17, 2003 between Entergy Gulf States and Mellon Bank to Decommissioning Trust Agreement (10(d)24 to Form 10-K for the year ended December 31, 2004 in 1-27031).

       

    (d) 25 --

    Partnership Agreement by and among Conoco Inc., and Entergy Gulf States, CITGO Petroleum Corporation and Vista Chemical Company, dated April 28, 1988 (10-67 to Form 10-K for the year ended December 31, 1988 in 1-27031).

       

    +(d) 26 --

    Gulf States Utilities Company Executive Continuity Plan, dated January 18, 1991 (10-6 to Form 10-K for the year ended December 31, 1990 in 1-27031).

       

    +(d) 27 --

    Trust Agreement for Entergy Gulf States' Executive Continuity Plan, by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective May 20, 1991 (10-5 to Form 10-K for the year ended December 31, 1992 in 1-27031).

       

    +(d) 28 --

    Gulf States Utilities Board of Directors' Retirement Plan, dated February 15, 1991 (10-8 to Form 10-K for the year ended December 31, 1990 in 1-27031).

       

    (d) 29 --

    Operating Agreement between Entergy Operations and Entergy Gulf States, dated as of December 31, 1993 (B-2(f) to Rule 24 Certificate in 70-8059).

       

    (d) 30 --

    Guarantee Agreement between Entergy Corporation and Entergy Gulf States, dated as of December 31, 1993 (B-5(a) to Rule 24 Certificate in 70-8059).

       

    (d) 31 --

    Service Agreement with Entergy Services, dated as of December 31, 1993 (B-6(c) to Rule 24 Certificate in 70-8059).

       

    (d) 32 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(d)31 to Form 10-K for the year ended December 31, 2002 in 1-27031).

       

    (d) 33 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(d)33 to Form 10-K for the year ended December 31, 2004 in 1-27031).

       

    (d) 34 --

    Third Amendment, dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (d) 35 --

    Fourth Amendment, dated April 1, 1997, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    (d) 36 --

    Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Parish of Iberville, State of Louisiana (B-3(a) to Rule 24 Certificate dated May 29, 1998 in 70-8721).

       

    (d) 37 --

    Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Industrial Development Board of the Parish of Calcasieu, Inc. (B-3(b) to Rule 24 Certificate dated January 29, 1999 in 70-8721).

       

    (d) 38 --

    Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(c) to Rule 24 Certificate dated October 8, 1999 in 70-8721).

       

    (d) 39 --

    Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(d) to Rule 24 Certificate dated October 8, 1999 in 70-8721).

    Entergy Louisiana Holdings, Inc.

    (e) 1 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (e) 2 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1990 (D-2 to Form U5S for the year ended December 31, 1989).

       

    (e) 3 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (e) 4 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (e) 5 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    (e) 6 --

    Service Agreement between Entergy Services and Entergy Louisiana Holdings, dated as of December 31, 2005 (B-9(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    Entergy Louisiana, LLC

    (f) 1 --

    Agreement, dated April 23, 1982, among Entergy Louisiana and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982, in 1-3517).

       

    (f) 2 --

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

       

    (f) 3 --

    Amendment, dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (f) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (f) 5 --

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

       

    (f) 6 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-42523).

       

    (f) 7 --

    Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

       

    (f) 8 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(e)12 to Form 10-K for the year ended December 31, 2002 in 1-8474).

       

    (f) 9 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(e)9 to Form 10-K for the year ended December 31, 2004 in 1-8474).

       
    (f) 10 through
    (f) 25 -- See 10(a)10 through 10(a)25 above.
       

    (f) 26 --

    Fuel Lease, dated as of January 31, 1989, between River Fuel Company #2, Inc., and Entergy Louisiana (B-1(b) to Rule 24 Certificate in 70-7580).

       

    (f) 27 --

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

       

    (f) 28 --

    Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-8474).

       

    (f) 29 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (f) 30 --

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

       

    (f) 31 --

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

       

    (f) 32 --

    Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated February 2, 1984, among DOE, System Fuels and Entergy Louisiana (10(d)33 to Form 10-K for the year ended December 31, 1984 in 1-8474).

       

    (f) 33--

    Operating Agreement between Entergy Operations and Entergy Louisiana, dated as of June 6, 1990 (B-2(c) to Rule 24 Certificate dated June 15, 1990 in 70-7679).

       

    (f) 34 --

    Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).

       

    (f) 35 --

    Refunding Agreement (Series 1999-A), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141).

       

    (f) 36 --

    Amendment No. 1 to Refunding Agreement (Series 1999-A), dated as of December 15, 2005 (B-8(i) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

       

    (f) 37 --

    Refunding Agreement (Series 1999-B), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(b) to Rule 24 Certificate dated July 6, 1999 in 70-9141).

       

    (f) 38 --

    Amendment No. 1 to Refunding Agreement (Series 1999-B), dated as of December 16, 2005 (B-8(ii) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

       

    (f) 39 --

    Refunding Agreement (Series 1999-C), dated as of October 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-11(a) to Rule 24 Certificate dated October 15, 1999 in 70-9141).

       

    (f) 40 --

    Amendment No. 1 to Refunding Agreement (Series 1999-C), dated as of December 15, 2005 (B-8(iii) to Rule 24 Certificate dated January 10, 2006 in 70-10324).

    Entergy Mississippi

    (g) 1 --

    Agreement dated April 23, 1982, among Entergy Mississippi and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (g) 2 --

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

       

    (g) 3 --

    Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (g) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (g) 5 --

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

       

    (g) 6 --

    Service Agreement with Entergy Services, dated as of April 1, 1963 (D in 37-63).

       

    (g) 7 --

    Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

       

    (g) 8 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(f)12 to Form 10-K for the year ended December 31, 2002 in 1-31508).

       

    (g) 9 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(f)9 to Form 10-K for the year ended December 31, 2004 in 1-31508).

       
    (g) 10 through
    (g) 25 -- See 10(a)10 through 10(a)25 above.
       

    (g) 26 --

    Loan Agreement, dated as of September 1, 2004, between Entergy Mississippi and Mississippi Business Finance Corporation (B-3(a) to Rule 24 Certificate dated October 4, 2004 in 70-10157).

       

    (g) 27 --

    Refunding Agreement, dated as of May 1, 1999, between Entergy Mississippi and Independence County, Arkansas (B-6(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719).

       

    (g) 28 --

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

       

    (g) 29 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 0-375).

       

    (g) 30 --

    Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 0-375).

       

    (g) 31 --

    Owners Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi and other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 0-375).

       

    (g) 32 --

    Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 0-375).

       

    (g) 33 --

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

       

    +(g) 34 --

    Post-Retirement Plan (10(d)24 to Form 10-K for the year ended December 31, 1983 in 0-320).

       

    (g) 35 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (g) 36 --

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

       

    (g) 37 --

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

       

    (g) 38 --

    Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).

       

    (g) 39 --

    Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).

       

    (g) 40 --

    Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).

       

    (g) 41 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (g) 42 --

    First Amendment dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

       

    (g) 43 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (g) 44 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (g) 45 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

       

    +(g) 46 --

    Employment Agreement effective July 24, 2003 between Carolyn C. Shanks and Entergy Mississippi (10(f)48 to Form 10-K for the year ended December 31, 2003 in 1-31508).

       

    (g) 47 --

    Purchase and Sale Agreement by and between Central Mississippi Generating Company, LLC and Entergy Mississippi, Inc., dated as of March 16, 2005 (10(b) to Form 10-Q for the quarter ended March 31, 2005 in 1-31508).

    Entergy New Orleans

    (h) 1 --

    Agreement, dated April 23, 1982, among Entergy New Orleans and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (h) 2 --

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

       

    (h) 3 --

    Amendment dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (h) 4 --

    Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).

       

    (h) 5 --

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

       

    (h) 6 --

    Service Agreement with Entergy Services dated as of April 1, 1963 (5(a)5 in 2-42523).

       

    (h) 7 --

    Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).

       

    (h) 8 --

    Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(g)12 to Form 10-K for the year ended December 31, 2002 in 0-5807).

       

    (h) 9 --

    Amendment, dated March 1, 2004, to Service Agreement with Entergy Services (10(g)9 to Form 10-K for the year ended December 31, 2004 in 0-5807).

       
    (h) 10 through
    (h) 25 -- See 10(a)10 through 10(a)25 above.
       

    (h) 26 --

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

       

    (h) 27 --

    Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).

       

    (h) 28 --

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

       

    (h) 29 --

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

       

    (h) 30 --

    Transfer Agreement, dated as of June 28, 1983, among the City of New Orleans, Entergy New Orleans and Regional Transit Authority (2(a) to Form 8-K dated June 24, 1983 in 1-1319).

       

    (h) 31 --

    Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).

       

    (h) 32 --

    First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).

       

    (h) 33 --

    Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).

       

    (h) 34 --

    Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).

       

    (h) 35 --

    Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

     

    (12) Statement Re Computation of Ratios

    *(a)

    Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

       

    *(b)

    Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

       

    *(c)

    Entergy Louisiana Holdings, Inc.'s Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

       

    *(d)

    Entergy Louisiana, LLC's Computation of Ratios of Earnings to Fixed Charges, as defined.

       

    *(e)

    Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

       

    *(f)

    Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.

       

    *(g)

    System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

     

    *(21) Subsidiaries of the Registrants

     

    (23) Consents of Experts and Counsel

    *(a)

    The consent of Deloitte & Touche LLP is contained herein at page 422.

       

    *(b)

    Consent of Ernst & Young LLP.

     

    *(24) Powers of Attorney

     

    (31) Rule 13a-14(a)/15d-14(a) Certifications

    *(a)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

       

    *(b)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

       

    *(c)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

       

    *(d)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.

       

    *(e)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana Holdings, Inc.

       

    *(f)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana, LLC.

       

    *(g)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

       

    *(h)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

       

    *(i)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

       

    *(j)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, LLC, Entergy Mississippi, and Entergy New Orleans.

       

    *(k)

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana Holdings, Inc.

       

    *(l)

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

     

    (32) Section 1350 Certifications

    *(a)

    Section 1350 Certification for Entergy Corporation.

       

    *(b)

    Section 1350 Certification for Entergy Corporation.

       

    *(c)

    Section 1350 Certification for Entergy Arkansas.

       

    *(d)

    Section 1350 Certification for Entergy Gulf States.

       

    *(e)

    Section 1350 Certification for Entergy Louisiana Holdings, Inc.

       

    *(f)

    Section 1350 Certification for Entergy Gulf States and Entergy Louisiana, LLC.

       

    *(g)

    Section 1350 Certification for Entergy Mississippi.

       

    *(h)

    Section 1350 Certification for Entergy New Orleans.

       

    *(i)

    Section 1350 Certification for System Energy.

       

    *(j)

    Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, LLC, Entergy Mississippi, and Entergy New Orleans.

       

    *(k)

    Section 1350 Certification for Entergy Louisiana Holdings, Inc.

       

    *(l)

    Section 1350 Certification for System Energy.

     

    (99) Additional Exhibits

    *(a)

    Entergy-Koch, LP Financial Statements for the year 2005.

       

    *(b)

    Entergy-Koch, LP Financial Statements for the years 2004, 2003, and 2002.

    _________________
    * Filed herewith.
    + Management contracts or compensatory plans or arrangements.